<PAGE> 1
As filed with the Securities and Exchange Commission on October 1, 1999.
Registration No. 33-
-----------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------
WILLIAMS COMMUNICATIONS GROUP, INC.
(Exact name of issuer as specified in its charter)
----------------
Delaware 73-1462856
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
----------------
WILLIAMS COMMUNICATIONS GROUP, INC. 1999 STOCK PLAN
And Interests in the following: WilTel Communications, LLC Investment Plan,
Williams Ethanol Services,
Inc. Savings/Retirement Plan for Hourly Employees,
Williams Natural Gas Company Thrift Plan,
Williams Pipe Line Company Investment Plan for Hourly Employees,
and The Williams Investment Plus Plan
(Full title of plan)
----------------
SHAWNA L. GEHRES
Williams Communications Group, Inc.
One Williams Center
Tulsa, OK 74172
(918) 573-2000
(Name, address and telephone number of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered* Registered Per Unit(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock,
<S> <C> <C> <C> <C>
$0.01 par value)(2)(3) 36,000,000 $23.00 $828,000,000 $230,184
===============================================================================================================
</TABLE>
(1) Estimated based on the dollar price per share at which common stock is
being sold concurrently in connection with the Company's initial public
offering of Common Stock.
<PAGE> 2
(2) Shares of Common Stock are being issued under the Williams Communications
Group, Inc. 1999 Stock Plan. Plan interests are being registered for
WilTel Communications, LLC Investment Plan, Williams Ethanol Services,
Inc. Savings/Retirement Plan for Hourly Employees, Williams Natural Gas
Company Thrift Plan, Williams Pipe Line Company Investment Plan for Hourly
Employees and The Williams Investment Plus Plan, funds from which were used
to purchase shares of Common Stock that were registered under Form S-1
(File No. 333-76007).
(3) This registration statement also pertains to Rights to purchase Series A
Participating Preferred Stock of the registrant. Until the occurrence of
certain prescribed events the Rights are not exercisable, are evidenced by
the certificates for Common Stock and will be transferred along with and
only with such securities. Thereafter, separate Rights certificates will
be issued representing one Right for each share of Common Stock held
subject to adjustment pursuant to anti-dilution provisions.
===============================================================================
*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the employee benefit plans described herein, other
than the Williams Communications Group, Inc. 1999 Stock Plan
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made
a part of this Registration Statement:
(a) The Company's Registration Statement on Form S-1 for an
initial public offering of common stock on April 9, 1999
(Registration No. 333-76007) (the "Equity Registration
Statement"), and all amendments thereto.
(b) The Annual Report on Form 11-K for the WilTel Communications,
LLC Investment Plan for the year ended December 31, 1998.
(c) The Annual Report on Form 11-K for the Williams Ethanol
Services, Inc. Savings/Retirement Plan for Hourly Employees
for the year ended December 31, 1998.
(d) The Annual Report on Form 11-K for the Williams Natural Gas
Company Thrift Plan for the year ended December 31, 1998.
(e) The Annual Report on Form 11-K for the Williams Pipe Line
Company Investment Plan for Hourly Employees for the year
ended December 31, 1998.
(f) The Williams Annual Report on Form 11-K for The Williams
Investment Plus Plan for the year ended December 31, 1998.
Immediately prior to this filing, the Company for the first time
became subject to the Securities Exchange Act of 1934, and does not have an
annual report to incorporate herein.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
3
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General Corporation Law
of Delaware, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors,
or otherwise. The By-laws of the Company provide for indemnification by the
Company of its directors and officers to the fullest extent permitted by the
General Corporation Law of Delaware. In addition, the Company has entered into
indemnity agreements with its directors and certain officers providing for,
among other things, the indemnification of and the advancing of expenses to
such individuals to the fullest extent permitted by law, and, to the extent
insurance is maintained, for the continued coverage of such individuals.
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
4
<PAGE> 5
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
*4.1 Specimen certificate of common stock.
*4.2 Specimen certificate of Class B common stock.
*4.3 Form of certificate of designation of Series A Junior Participating
Preferred Stock.
*10.1 Form of Rights Agreement
*10.52 Williams Communications Group, Inc. 1999 Stock Plan
5.1 Opinion of Shawna L. Gehres, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen S/C.
23.3(a) Consent of Deloitte & Touche LLP. - Tulsa, Oklahoma
23.3(b) Consent of Deloitte & Touche LLP. - Toronto, Ontario
23.4 Consent of Shawna L. Gehres, Esq. (contained in opinion filed as
Exhibit 5.1).
24 Power of Attorney.
- ------------------------------
* The exhibits have heretofore been filed with the Securities
and Exchange Commission as part of the Registration Statement
on Form S-1 for an initial public offering of common stock on
April 9, 1999 (Registration No. 333-76007) (the "Equity
Registration Statement"), and amendments thereto, and are
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering. Include the following if the securities
are registered pursuant to Rule 415 under the Securities Act:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
5
<PAGE> 6
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section do not apply if the
registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
6
<PAGE> 7
public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. 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-8 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
1st day of October, 1999.
WILLIAMS COMMUNICATIONS GROUP, INC.
(Registrant)
By /s/ SHAWNA L. GEHRES
-----------------------------------
(Shawna L. Gehres,
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 indicated on October 1, 1999:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- -------------------------
Keith E. Bailey Director
*
- -------------------------
Howard E. Janzen Director, President and Chief Executive Officer
*
- -------------------------
Scott E. Schubert Senior Vice President, Chief Financial Officer,
Chief Accounting Officer and Assistant Secretary
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C>
*
- -------------------------
John C. Bumgarner, Jr. Director
*
- -------------------------
James R. Herbster Director
*
- -------------------------
Michael P. Johnson Director
*
- -------------------------
Steven J. Malcolm Director
*
- -------------------------
Jack D. McCarthy Director
*
- -------------------------
Brian E. O'Neill Director
</TABLE>
*By /s/ SHAWNA L. GEHRES
---------------------------------------
(Shawna L. Gehres, Attorney-in-Fact)
THE PLAN(S). Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on October 1, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Williams Communications Group, Inc. 1999 Stock Plan
By /s/ MICHAEL P. JOHNSON
-------------------------------------------
Michael P. Johnson Senior Vice President
WilTel Communications, LLC Investment Plan
By /s/ MICHAEL P. JOHNSON
-------------------------------------------
Michael P. Johnson Senior Vice President
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C>
Williams Ethanol Services, Inc. Savings/Retirement
Plan for Hourly Employees
By /s/ MICHAEL P. JOHNSON
-------------------------------------------
Michael P. Johnson Senior Vice President
Williams Natural Gas Company Thrift Plan
By /s/ MICHAEL P. JOHNSON
-------------------------------------------
Michael P. Johnson Senior Vice President
Williams Pipe Line Company Investment
Plan for Hourly Employees
By /s/ MICHAEL P. JOHNSON
-------------------------------------------
Michael P. Johnson Senior Vice President
The Williams Investment Plus Plan
By /s/ MICHAEL P. JOHNSON
-------------------------------------------
Michael P. Johnson Senior Vice President
</TABLE>
9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
*4.1 Specimen certificate of common stock.
*4.2 Specimen certificate of Class B common stock.
*4.3 Form of certificate of designation of Series A Junior Participating
Preferred Stock.
*10.1 Form of Rights Agreement
*10.52 Williams Communications Group, Inc. 1999 Stock Plan
5.1 Opinion of Shawna L. Gehres, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen S/C.
23.3(a) Consent of Deloitte & Touche LLP - Tulsa, Oklahoma.
23.3(b) Consent of Deloitte & Touche LLP - Toronto, Ontario.
23.4 Consent of Shawna L. Gehres, Esq. (contained in opinion filed as
Exhibit 5.1).
24 Power of Attorney.
</TABLE>
- ------------------------------
* The exhibits have heretofore been filed with the Securities
and Exchange Commission as part of the Registration Statement
on Form S-1 for an initial public offering of common stock on
April 9, 1999 (Registration No. 333-76007) (the "Equity
Registration Statement"), and amendments thereto, and are
incorporated herein by reference.
<PAGE> 1
EXHIBIT 5.1
[THE WILLIAMS COMPANIES LETTERHEAD]
October 1, 1999
Williams Communications Group, Inc.
One Williams Center
Tulsa, OK 74172
Williams Communications Group, Inc., a Delaware corporation (the "Company"),
contemplates filing a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the
registration of Common Stock of the Company, $0.01 par value (the "Common
Stock"), and associated Preferred Stock Purchase Rights (the "Rights"), to be
issued pursuant to the terms of the Williams Communications Group, Inc. 1999
Stock Plan (the "Plan"), and interests in the following: WilTel Communications,
LLC Investment Plan, Williams Ethanol Services, Inc. Savings/Retirement Plan for
Hourly Employees, Williams Natural Gas Company Thrift Plan, Williams Pipe Line
Company Investment Plan for Hourly Employees, and The Williams Investment Plus
Plan.
As counsel for the Company, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and legal matters as I
deem relevant to the authorization and issuance of the Common Stock and the
Rights under the terms of the Plan. Based on such examination, it is my opinion
that the Common Stock has been duly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable, and the Rights to which holders of Common Stock issued under the
Plan will be entitled, have been duly authorized and when issued in accordance
with their terms, will be validly issued.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ SHAWNA L. GEHRES
Shawna L. Gehres
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference of our reports listed below in the
Registration Statement (Form S-8) pertaining to the registration of 36,000,000
shares of Williams Communications Group, Inc. common stock to be used in
connection with the Williams Communications Group, Inc. 1999 Stock Plan and
certain other plans:
o Our report dated April 7, 1999, except for the matters described in the
third paragraph of Note 10 and Note 17, as to which the date is July 27,
1999, on the financial statements of Williams Communications Group, Inc.
and our report dated July 27, 1999, on the financial statement schedule in
Amendment No. 9 to the Registration Statement (No. 333-76007) on Form S-1
and related prospectus for the registration of common stock and in
Amendment No. 8 to the Registration Statement (No. 333-76877) for the
registration of senior notes of Williams Communications Group, Inc., filed
with the Securities and Exchange Commission.
o Our report dated June 24, 1999 on the financial statements of the WilTel
Communications, LLC Investment Plan included in its Annual Report on Form
11-K, filed with the SEC.
o Our report dated June 24, 1999 on the financial statements of the Williams
Ethanol Services, Inc. Savings/Retirement Plan for Hourly Employees
(formerly the Pekin Energy Company Savings/Retirement Plan for Hourly
Employees) included in its Annual Report on Form 11-K, filed with the SEC.
o Our report dated June 24, 1999 on the financial statements of the Williams
Natural Gas Company Thrift Plan included in its Annual Report on Form 11-K,
filed with the SEC.
o Our report dated June 24, 1999 on the financial statements of the Williams
Pipe Line Company Investment Plan for Hourly Employees included in its
Annual Report on Form 11-K, filed with the SEC.
o Our report dated June 24, 1999 on the 1998 financial statements of The
Williams Investment Plus Plan included in its Annual Report on Form 11-K,
filed with the SEC.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Tulsa, Oklahoma
September 28, 1999
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 29, 1999 on
the financial statements of ATL - ALGAR TELECOM LESTE S.A. as of December 31,
1998 and for the period from inception (March 26, 1998) through December 31,
1998 and to all references to our Firm included in or made a part of this
registration statement on Form S-8 pertaining to the registration of 36,000,000
shares of Williams Communications Group, Inc. common stock to be used in
connection with the Williams Communications Group, Inc. 1999 Stock Plan.
/s/ ARTHUR ANDERSEN S/C
ARTHUR ANDERSEN S/C
Belo Horizonte, Brazil
September 28, 1999
<PAGE> 1
EXHIBIT 23.3(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Williams Communications Group, Inc. on Form S-8 of our report dated June 25,
1998 with respect to the 1997 financial statement of The Williams Investment
Plus Plan (formerly the MAPCO Inc. and Subsidiaries Profit Sharing and Savings
Plan) (the "Plan") (which report includes an explanatory paragraph relating to
the March 28, 1998 acquisition of MAPCO Inc. by The Williams Companies, Inc. and
various resulting changes to the Plans appearing in the Annual Report on Form
11-K of The Williams Investment Plus Plan for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Tulsa, Oklahoma
September 30, 1999
<PAGE> 1
EXHIBIT 23.3(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
the Williams Company Group, Inc. on Form S-8 of our report dated March 26, 1999
appearing in the Registration Statement No. 333-76007 on Form S-1 and all
amendments thereto, for an initial public offering of common stock and in the
Registration Statement No. 133-76877 on Form S-1 and all amendments thereto,
for Senior Notes, and to the reference to us under the heading "Interests of
Named Experts" in the Registration Statement on Form S-8 for the registration
of 36,000,000 shares of Williams Communications Group, Inc. common stock to be
used in connection with the Williams Communications Group, Inc. 1999 Stock Plan.
DELOITTE & TOUCHE LLP
Toronto, Ontario
September 30, 1999
<PAGE> 1
EXHIBIT 24
WILLIAMS COMMUNICATIONS GROUP, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as
hereinafter set forth below their signature, of WILLIAMS COMMUNICATIONS GROUP,
INC., a Delaware corporation ("WCG"), does hereby constitute and appoint
WILLIAM G. VON GLAHN, SHAWNA L. GEHRES AND LORETTA K. ROBERTS their true and
lawful attorneys and each of them (with full power to act without the others)
their true and lawful attorneys for them and in their name and in their
capacity as a director or officer, or both, of WCG, as hereinafter set forth
below their signature, to sign a registration statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of Common Stock of
WCG issuable to participants in the Williams Communications Group, Inc. Stock
Plan and any and all amendments and post-effective amendments to said
registration statement and any and all instruments necessary or incidental in
connection therewith; and
THAT the undersigned WCG does hereby constitute and appoint WILLIAM G.
VON GLAHN, SHAWNA L. GEHRES and LORETTA K. ROBERTS its true and lawful
attorneys and each of them (with full power to act without the others) its true
and lawful attorney for it and in its name and on its behalf to sign said
registration statement and any and all amendments and post-effective amendments
thereto and any and all instruments necessary or incidental in connection
therewith.
Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed
by any of them hereunder shall have full power and authority to do and perform
in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 24th day of September, 1999.
/s/ KEITH E. BAILEY /s/ HOWARD E. JANZEN
- ----------------------------------- -----------------------------------
Keith E. Bailey Howard E. Janzen
Director and Chairman of the Board Director, President and
Chief Executive Officer
/s/ SCOTT E. SCHUBERT
-----------------------------------
Scott E. Schubert
Senior Vice President, Chief Financial Officer,
Chief Accounting Officer and Assistant Secretary
<PAGE> 2
/s/ JOHN C. BUMGARNER, JR. /s/ JAMES R. HERBSTER
- ------------------------------- ------------------------------
John C. Bumgarner, Jr. James R. Herbster
Director Director
/s/ MICHAEL P. JOHNSON /s/ STEVEN J. MALCOLM
- ------------------------------- ------------------------------
Michael P. Johnson Steven J. Malcolm
Director Director
/s/ JACK D. MCCARTHY /s/ BRIAN E. O'NEILL
- ------------------------------ ------------------------------
Jack D. McCarthy Brian E. O'Neill
Director Director
WILLIAMS COMMUNICATIONS
GROUP, INC.
By /s/ HOWARD E. JANZEN
-------------------------------------
Howard E. Janzen
President and Chief Executive Officer
ATTEST:
/s/ SHAWNA L. GEHRES
- -----------------------------------
Shawna L. Gehres
Secretary
