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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 8, 2001
WILLIAMS COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-15343 73-1462856
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172 74172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 573-2000
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ITEM 5. OTHER EVENTS
On July 24, 2000, The Williams Companies, Inc., which owns 100% of our
outstanding Class B common stock (approximately 85% of our outstanding voting
stock), announced that its board of directors had authorized its management to
pursue a course of action that, if successful, would lead to a complete
separation of our business from Williams' energy business. On August 8, 2000,
Williams announced that the IRS had issued a favorable ruling on the proposed
tax-free distribution of our Class B common stock to Williams' stockholders.
Williams then announced, on November 16, 2000, that its board of directors had
authorized its management to continue to pursue a tax-free spin-off of our
business to Williams' shareholders. Williams further announced that, assuming
market conditions and other factors continue to support this action, its board
of directors expects to vote during the first part of 2001 to set a record date
and establish the ratio of shares of our stock to be distributed and to direct
the distribution of our shares.
In a filing with the Securities and Exchange Commission on January 8,
2001, Williams disclosed that, although no decision has been made whether to
separate the businesses, it is considering, in either case, contributing the
promissory note made by us in favor of Williams of approximately $975 million,
adjusted for resolution of certain outstanding items, in exchange for additional
shares of our common equity. Williams further disclosed that it also may
contribute certain physical assets, including a building under construction, in
exchange for additional shares of our common equity. Williams stated that it is
evaluating several credit support mechanisms to enable us to obtain the capital
we need to allow us to continue to execute our growth plan and business
strategy.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WILLIAMS COMMUNICATIONS
GROUP, INC.
Date: January 17, 2001 By: /s/ DONALD J. HELLWEGE
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Name: Donald J. Hellwege
Title: Assistant Secretary
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