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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WILLIAMS COMMUNICATIONS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4813 73-1462856
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 573-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT, LAW
WILLIAMS COMMUNICATIONS GROUP, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 573-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
RANDALL H. DOUD, ESQ. MARLENE ALVA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DAVIS POLK & WARDWELL
919 THIRD AVENUE 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017
(212) 735-3000 (212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-76877
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED PRICE PER NOTE OFFERING PRICE(1) REGISTRATION FEE
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10.70% senior redeemable notes due 2007......... 100% $75,000,000 $20,850
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10.875% senior redeemable notes due 2009........ 99.249% $250,000,000 $69,500
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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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 SPECIFICALLY STATING THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement is being filed by Williams Communications
Group, Inc. (the "Company") pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and includes the Registration Statement facing page, this
page, the signature page, an exhibit index, an opinion of counsel regarding the
legality of the notes being offered hereby and a related consent, and
accountants' consents. The Company hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-76877), as amended (including the exhibits thereto),
declared effective on September 30, 1999 by the Securities and Exchange
Commission (the "Commission").
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to transmit to the Commission the filing fees set forth on the cover
page of this Registration Statement by a wire transfer of such amounts to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on October 1, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fees and (iv) it will confirm receipt of such instructions
by its bank during regular business hours on October 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tulsa,
Oklahoma on the 30th day of September, 1999.
WILLIAMS COMMUNICATIONS GROUP, INC.
By: /s/ REBECCA H. HILBORNE
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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 dates indicated:
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ * Chief Executive Officer and September 30, 1999
- --------------------------------------------------- President (Principal
Howard E. Janzen Executive Officer)
/s/ * Chief Financial Officer September 30, 1999
- --------------------------------------------------- (Principal Accounting and
Scott E. Schubert Financial Officer)
/s/ * Director September 30, 1999
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Keith E. Bailey
/s/ * Director September 30, 1999
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John C. Bumgarner, Jr.
/s/ * Director September 30, 1999
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Brian E. O'Neill
/s/ * Director September 30, 1999
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James R. Herbster
/s/ * Director September 30, 1999
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Michael P. Johnson, Sr.
/s/ * Director September 30, 1999
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Steven J. Malcolm
/s/ * Director September 30, 1999
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Jack D. McCarthy
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* Pursuant to a power of attorney.
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INDEX TO EXHIBITS
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5.1 Opinion of William G. von Glahn, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen S/C.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of William G. von Glahn, Esq. (contained in opinion
filed as Exhibit 5.1).
</TABLE>
<PAGE> 1
[William G. von Glahn letterhead]
September 30, 1999
Williams Communications Group, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Ladies and Gentlemen:
I am Senior Vice President - Law for Williams Communications Group,
Inc., a Delaware corporation (the "Company"), and have acted as such in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"),by the Company of $500 million aggregate principal amount
of 10.70% Senior Notes due 2007 and $1.5 billion aggregate principal amount of
10.875% Senior Notes due 2009 (collectively, the "Notes") to be issued under an
indenture between the Company and The Bank of New York, as trustee (the
"Indenture"). I have previously delivered an opinion to you in connection with
the Registration Statement on Form S-1, File No. 333-76877, as amended to date
(the "Registration Statement") in connection with the Notes. The form of the
Notes and of the Indenture were filed as exhibits to the Registration Statement.
This opinion is delivered to you in connection with the additional
Registration Statement on Form S-1, filed with the Commission on even date
herewith (the "Additional Registration Statement") under Rule 462(b) promulgated
under the Securities Act, for the issuance of $325 million aggregate principal
amount of additional Notes (the "Additional Notes").
In rendering the opinion set forth herein, I have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to my satisfaction to be true and correct copies
thereof, as I have deemed necessary under the circumstances.
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I am admitted to the Bar of the State of Oklahoma, the jurisdiction in
which the Company has its principal place of business, and New York, and I
express no opinion as to the laws of any other jurisdiction other than the
laws of the State of Delaware and the laws of the United States of America to
the extent specifically set forth herein.
Based upon the foregoing, and having regard for the legal
considerations as I have deemed relevant, I am of the opinion that, assuming the
Registration Statement has become effective under the Securities Act and the
Indenture qualified under the Trust Indenture Act of 1939, and that the officer
of the Company designated by the Board for such purpose will have properly taken
the required actions in connection with the issuance and sale of the Additional
Notes, the issuance and sale of the Additional Notes has been duly and validly
authorized by the Company and, when issued in accordance with the Indenture and
the Purchase Agreement and as set forth in the Registration Statement, the
Additional Notes will then have been validly issued and will constitute valid
and binding obligations of the Company enforceable in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other laws relative to or affecting generally the enforcement
of creditor's rights and by principles of equity.
This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated.
I hereby consent to the filing of this opinion as an Exhibit to the
Additional Registration Statement. In giving such consent, I do not thereby
admit that I come
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within the category of persons whose consent is required under Section 7 of the
Securities Act of rules and regulations of the Commission thereunder.
Very truly yours,
/s/ WILLIAM G. VON GLAHN
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William G. von Glahn
Senior Vice President and
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1) pertaining to the registration of senior notes of Williams
Communications Group, Inc. of 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.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Tulsa, Oklahoma
September 28, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement dated September 30, 1999 of our
report 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 the amendment to the registration statement on Form S-1 of Williams
Communications Group, Inc. for the registration of its senior redeemable notes.
/s/ ARTHUR ANDERSEN S/C
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ARTHUR ANDERSEN S/C
Belo Horizonte, Brazil
September 30, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of the Williams Communications Group, Inc. on Form S-1 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. 333-76877 on Form S-1 and all amendments thereto,
for Senior Notes.
/s/ DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
Toronto, Ontario
September 30, 1999
