-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TH8d1ZHfbeYzYSEmcoU9obgnAQfxMaxewq776TH/FG1YEZDpi9Onn3qNyqiM4Ih2 HLU8G2+Qmpm1dje4NUTdUA== 0000950134-97-006971.txt : 19970924 0000950134-97-006971.hdr.sgml : 19970924 ACCESSION NUMBER: 0000950134-97-006971 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970923 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCONTINENTAL GAS PIPE LINE CORP CENTRAL INDEX KEY: 0000099250 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 741079400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-27311 FILM NUMBER: 97684153 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: P O BOX 1396 CITY: HOUSTON STATE: TX ZIP: 77251 BUSINESS PHONE: 7134392000 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: P O BOX 1396 CITY: HOUSTON STATE: TX ZIP: 77251 S-3/A 1 AMENDMENT NO.2 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1997 REGISTRATION NO. 333-27311 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- TRANSCONTINENTAL GAS PIPE LINE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 74-1079400 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
2800 POST OAK BOULEVARD HOUSTON, TEXAS 77056 (713) 215-2000 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) --------------------- WILLIAM G. VON GLAHN, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL THE WILLIAMS COMPANIES, INC. ONE WILLIAMS CENTER TULSA, OKLAHOMA 74172 (918) 588-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- COPY TO: KEITH L. KEARNEY, ESQ. DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. --------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] --------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE(1) FEE(3) - ------------------------------------------------------------------------------------------------------------------------ Debt Securities............. (2) (2) $500,000,000 $151,516 ========================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee. (2) Not applicable pursuant to Form S-3 General Instruction II(D) under the Securities Act of 1933. (3) Calculated pursuant to Rule 457. The Registrant filed a registration Statement on May 16, 1997, relating to $300,000,000 of Debt Securities. In connection therewith, the Registrant paid a registration fee of $90,910. The Registrant paid the remaining $60,606 in connection with the filing of Pre-Effective Amendment Number 1 on September 8, 1997. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits:
EXHIBIT NUMBER DESCRIPTION ------- ----------- *1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.1 -- Form of Indenture (filed as Exhibit 4.1 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). *4.2 -- Form of Floating Rate Note (filed as Exhibit 4.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.3 -- Form of Fixed Rate Note (filed as Exhibit 4.3 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.4 -- Form of Debenture (filed as Exhibit 4.4 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.5 -- Second Restated Certificate of Incorporation of the Company, as amended (filed as Exhibit 3.1 to Form 8-K dated January 23, 1987, and Exhibit (10)-17 to Transco Energy Company's 1993 Form 10-K). *4.6 -- Indenture dated June 1, 1983, between the Company and RepublicBank Houston National Association, as Trustee and First through Sixth Supplements (filed as Exhibit (4)-5 to the Company's Form 10-K for the year ended December 31, 1989). *4.7 -- Indenture dated September 15, 1992, between the Company and the Bank of New York, as Trustee (filed as Exhibit 4.2 to Form 8-K dated September 17, 1992). *4.8 -- U.S. $1,000,000,000 Second Amended and Restated Credit Agreement, dated as of July 23, 1997, among The Williams Companies, Inc. and certain of its subsidiaries, and the lenders named therein and Citibank, N.A., as agent (filed as Exhibit 4.16 to Registration Statement on Form S-3 dated September 8, 1997, of The Williams Companies, Inc.). *5 -- Opinion and consent of counsel of The Williams Companies, Inc., relating to the validity of the Debt Securities (filed as Exhibit 5 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). *12 -- Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). 23.1 -- Consent of Ernst & Young LLP. *23.2 -- Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *23.3 -- Consent of counsel (contained in Exhibit 5). *24.1 -- Power of Attorney (filed as Exhibit 24.1 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *24.2 -- Certified copy of resolutions authorizing signatures pursuant to power of attorney (filed as Exhibit 24.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *24.3 -- Power of Attorney (filed as Exhibit 24.3 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- *24.4 -- Certified copy of resolutions authorizing signatures pursuant to power of attorney (filed as Exhibit 24.4 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). *25 -- Statement of Eligibility and Qualification on Form T-1 for the Indenture (filed as Exhibit 25 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997).
- --------------- * Such exhibit has heretofore been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference. II-2 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tulsa and State of Oklahoma on the 23rd day of September, 1997. TRANSCONTINENTAL GAS PIPE LINE (Registrant) By: /s/ REBECCA H. HILBORNE ---------------------------------- Rebecca H. Hilborne Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ KEITH E. BAILEY* Chairman of the Board - --------------------------------------------------- Keith E. Bailey /s/ BRIAN E. O'NEILL* President & Chief Executive - --------------------------------------------------- Officer (principal Brian E. O'Neill executive officer) and Director /s/ NICK A. BACILE* Vice President and Treasurer - --------------------------------------------------- (principal financial Nick A. Bacile officer and principal accounting officer) /s/ CUBA WADLINGTON, JR.* Director - --------------------------------------------------- Cuba Wadlington, Jr. *By /s/ REBECCA H. HILBORNE ----------------------------------------------- Rebecca H. Hilborne Attorney-in-Fact
September 23, 1997 II-3 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- *1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.1 -- Form of Indenture (filed as Exhibit 4.1 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). *4.2 -- Form of Floating Rate Note (filed as Exhibit 4.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.3 -- Form of Fixed Rate Note (filed as Exhibit 4.3 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.4 -- Form of Debenture (filed as Exhibit 4.4 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *4.5 -- Second Restated Certificate of Incorporation of the Company, as amended (filed as Exhibit 3.1 to Form 8-K dated January 23, 1987, and Exhibit (10)-17 to Transco Energy Company's 1993 Form 10-K). *4.6 -- Indenture dated June 1, 1983, between the Company and RepublicBank Houston National Association, as Trustee and First through Sixth Supplements (filed as Exhibit (4)-5 to the Company's Form 10-K for the year ended December 31, 1989). *4.7 -- Indenture dated September 15, 1992, between the Company and the Bank of New York, as Trustee (filed as Exhibit 4.2 to Form 8-K dated September 17, 1992). *4.8 -- U.S. $1,000,000,000 Second Amended and Restated Credit Agreement, dated as of July 23, 1997, among The Williams Companies, Inc. and certain of its subsidiaries, and the lenders named therein and Citibank, N.A., as agent (filed as Exhibit 4.16 to Registration Statement on Form S-3 dated September 8, 1997, of The Williams Companies, Inc.). *5 -- Opinion and consent of counsel of The Williams Companies, Inc., relating to the validity of the Debt Securities (filed as Exhibit 5 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). *12 -- Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). 23.1 -- Consent of Ernst & Young LLP. *23.2 -- Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *23.3 -- Consent of counsel (contained in Exhibit 5). *24.1 -- Power of Attorney (filed as Exhibit 24.1 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *24.2 -- Certified copy of resolutions authorizing signatures pursuant to power of attorney (filed as Exhibit 24.2 to Form S-3 Registration Statement No. 333-27311, filed May 16, 1997). *24.3 -- Power of Attorney (filed as Exhibit 24.3 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997). *24.4 -- Certified copy of resolutions authorizing signatures pursuant to power of attorney (filed as Exhibit 24.4 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- *25 -- Statement of Eligibility and Qualification on Form T-1 for the Indenture (filed as Exhibit 25 to Pre-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-27311, filed September 8, 1997).
- --------------- * Such exhibit has heretofore been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference. EX-23.1 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-27311) and related Prospectus of Transcontinental Gas Pipe Line Corporation for the registration of $500 million of debt securities and to the incorporation by reference therein of our report dated February 7, 1997, with respect to the consolidated financial statements of Transcontinental Gas Pipe Line Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Tulsa, Oklahoma September 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----