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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILLIAMS COMMUNICATIONS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 73-1462856
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
One Williams Center Tulsa, Oklahoma 74172
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant General
Instruction A.(c), please to following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-76007
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Class A Common Stock, par value $0.01 New York Stock Exchange
Series a Junior Participating Preferred New York Stock Exchange
Share Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the Registrant's Class A Common Stock, par value
$0.01 per share, and its Series A Junior Participating Preferred Share Purchase
Rights, which will initially trade together with the Class A Common Stock,
registered hereunder, reference is made to the information set forth under the
heading "Description of Capital Stock" in the Registrant's Prospectus, which
constitutes a part of the Registrant's Registration Statement on Form S-1, as
amended (File No. 333-76007) (the "Registration Statement"), filed under the
Securities Act of 1933, as amended, which information is hereby incorporated
herein by reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement have been filed
as exhibits to the Registration Statement and are hereby incorporated herein by
reference.
Exhibit
Number Description of Exhibit
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1. Form of Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registration
Statement)
2. Form of Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registration Statement)
3. Form of Registrant's Rights Plan (incorporated by reference to
Exhibit 4.5 to the Registration Statement) (including a Form of
Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock as Exhibit A thereto, Form of
Rights Certificate as Exhibit B thereto, and a Summary of Rights to
Purchase Preferred Stock as Exhibit C thereto).
4. Specimen Certificate for the Registrant's common stock, to be filed
prior to the completion of this offering (incorporated by reference
to Exhibit 4.2 to the Registration Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: September 29, 1999
WILLIAMS COMMUNICATIONS GROUP, INC.
By: /s/ SHAWNA L. GEHRES
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Name: Shawna L. Gehres
Title: Secretary
