<PAGE> 1
As filed with the Securities and Exchange Commission on November 5, 1999.
Registration No. 333-88339
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NUMBER 1
ON
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------
WILLIAMS COMMUNICATIONS GROUP, INC.
(Exact name of issuer as specified in its charter)
---------------------
<TABLE>
<S> <C>
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)
</TABLE>
---------------------
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, The Williams Investment Plus Plan, and Mid-South PACE
Savings and Retirement 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
-------------- ---------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value)(2)(3) 36,000,000 $23.00 $828,000,000 $230,184(4)
</TABLE>
[cover page continued on next page]
<PAGE> 2
(1) Estimated based on the dollar price per share at which common stock was
sold concurrently in connection with the Company's initial public
offering of Common Stock, immediately prior to the initial filing of
this Registration Statement on Form S-8.
(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, The Williams Investment Plus
Plan, and Mid-South PACE Savings and Retirement 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.
(4) This registration fee was paid with the initial filing of this
Registration Statement on Forms S-8 as filed with the Securities and
Exchange Commission on October 1, 1999.
================================================================================
*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 Annual Report on Form 11-K for The Williams Investment Plus
Plan for the year ended December 31, 1998.
(g) The Annual Report on Form 11-K for Mid-South PACE Savings and
Retirement Plan for the year ended December 31, 1998.
(h) The Company's Current Report on Form 8-K dated October 18,
1999.
Immediately prior to the initial filing of this Registration Statement
on Form S-8, 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 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.
<TABLE>
<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.
</TABLE>
4
<PAGE> 5
<TABLE>
<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).
** 24.1 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.
** The exhibit has heretofore been filed with the Securities and
Exchange Commission as part of the initial filing of this
Registration Statement on Form S-8 on October 1, 1999
(Registration No. 333-88339).
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:
(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
5
<PAGE> 6
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 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
6
<PAGE> 7
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 5th day of November, 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 November 5, 1999:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
- --------------------------------
Roy E. Wilkens Director and Non-Executive Chairman
of the Board
*
- --------------------------------
Howard E. Janzen Director, President and Chief
Executive Officer
*
- --------------------------------
Scott E. Schubert Senior Vice President, Chief
Financial Officer, Chief Accounting
Officer and Assistant Secretary
*
- --------------------------------
John C. Bumgarner, Jr. Director
*
- --------------------------------
James R. Herbster Director
*
- --------------------------------
Michael P. Johnson Director
*
- --------------------------------
Steven J. Malcolm Director
*
- --------------------------------
Jack D. McCarthy Director
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C>
*
- --------------------------------
Brian E. O'Neill Director
- --------------------------------
H. Brian Thompson Director
*By /s/ SHAWNA L. GEHRES
----------------------------------------
(Shawna L. Gehres, Attorney-in-Fact)
</TABLE>
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 November 5, 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
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
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C>
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
Mid-South PACE Savings and Retirement 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).
**24.1 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.
** The exhibit has heretofore been filed with the Securities and
Exchange Commission as part of the initial filing of this
Registration Statement on Form S-8 on October 1, 1999
(Registration No. 333-88339).
<PAGE> 1
EXHIBIT 5.1
[THE WILLIAMS COMPANIES LETTERHEAD]
November 5, 1999
Williams Communications Group, Inc.
One Williams Center
Tulsa, OK 74172
Dear Sirs:
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, The Williams Investment Plus Plan,
and Mid-South PACE Savings and Retirement 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
Amendment No. 1 to the Registration Statement (Form S-8 No. 333-88339)
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, filed with the
Securities and Exchange Commission ("SEC").
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.
o Our report dated September 30, 1999 on the financial statements of the
Mid-South PACE Savings and Retirement Plan (formerly the MAPCO Petroleum
Inc. Savings and Retirement Plan for Employees in Bargaining Units
Represented by Oil, Chemical and Atomic Workers Local Union 3-631 and
3-206) included in its Annual Report on Form 11-K, filed with the SEC.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Tulsa, Oklahoma
November 1, 1999
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
As independent public accountants, we hereby consent to the incorporation by
reference in this post-effective amendment number 1 to an S-8 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 the registration statement on Form S-8
(Number 333-88339), as amended, 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
November 4, 1999
<PAGE> 1
EXHIBIT 23.3(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-88339 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 Plan) 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
November 1, 1999
<PAGE> 1
EXHIBIT 23.3(b)
Consent of Independent Auditors
We consent to the incorporation by reference in this Post-Effective Amendment
Number 1 on Form S-8 Registration Statement of Williams Communications Group,
Inc. 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.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Toronto, Ontario
November 5, 1999
