<PAGE> 1
As filed with the Securities and Exchange Commission on November 18, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------
THE WILLIAMS COMPANIES, INC.
(Exact name of issuer as specified in its charter)
--------------------
Delaware 73-0569878
(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)
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WILLIAMS TELECOMMUNICATIONS GROUP, INC.
LONG-TERM EQUITY INCENTIVE PLAN
(Full title of plan)
--------------------
DAVID M. HIGBEE, ESQ.
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
(918) 588-2000
(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(2) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($1 par value) 2,000,000(3) $28 1/2 $57,000,000 $19,655
===========================================================================================================
</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on November 16, 1994.
(2) Estimated solely for the purpose of calculating the filing fee.
(3) Includes an equal number of Rights issuable under The Williams
Companies, Inc. Rights Plan.
================================================================================
<PAGE> 2
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 prospectus:
(a) Williams' Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
(b) Williams' Quarterly Report on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1994.
(c) Williams Current Report on Form 8-K dated August 26, 1994.
All reports subsequently filed by Williams and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering, shall be deemed to be incorporated herein by
reference and to be a part hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. The financial statements and schedules
referred to above are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in auditing and
accounting.
The reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering to the
extent covered by consents thereto filed with the Securities and Exchange
Commission will be incorporated by reference in reliance upon the authority of
such independent auditors as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General Corporation Law
of the State 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 the State 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.
<PAGE> 3
ITEM 8. EXHIBITS.
*(4.1) -- Restated Certificate of Incorporation of Williams
(filed as Exhibit 4(a) to Form 8-B Registration
Statement, filed August 20, 1987).
*(4.2) -- Certificate of Designation with respect to the $2.21
Cumulative Preferred Stock (filed as Exhibit 4.3 to the
Registration Statement on Form S-3, filed August 19,
1992).
*(4.3) -- Certificate of Increase of Authorized Number of Shares
of Series A Junior Participating Preferred Stock (filed
as Exhibit 3(c) to Form 10-K for the year ended
December 31, 1988).
*(4.4) -- Amended and Restated Rights Agreement, dated as of July
12, 1988, between Williams and First Chicago Trust
Company of New York (filed as Exhibit 4(c) to Williams
Form 8, dated July 28, 1988).
*(4.5) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q
for the quarter ended September 30, 1993).
*(4.6) -- Form of Indenture between Williams and The Chase
Manhattan Bank (National Association), Trustee,
relating to the 9 7/8% Notes, due 1998 (filed as
Exhibit 4.2 to Form S-3 Registration Statement No.
33-20798, filed March 23, 1988).
*(4.7) -- Form of Senior Debt Indenture between the Company and
Chemical Bank, Trustee, relating to the 10 1/4%
Debentures, due 2020; the 9 3/8% Debentures, due 2021;
the 8 1/4% Notes, due 1998; Medium-Term Notes (8.50%-
9.31%), due 1996 through 2001; the 7 1/2% Notes, due
1999, and the 8 7/8% Debentures, due 2012 (filed as
Exhibit 4.1 to Form S-3 Registration Statement No.
33-33294, filed February 2, 1990).
*(4.8) -- U.S. $600,000,000 Credit Agreement, dated as of
December 23, 1992, among Williams and certain of its
subsidiaries and the banks named therein and Citibank,
N.A., as agent (filed as Exhibit 4(d) to Form 10-K for
the year ended December 31, 1992).
*(4.9) -- Note Agreement, dated December 15, 1984, among Williams
and the lenders named therein (filed as Exhibit 4 to
Form 10-K, filed March 27, 1985).
*(4.10) -- Senior Note Agreement, dated as of July 15, 1990, among
Williams and the lenders named therein (filed as
Exhibit 4(g) to Form 10-K for the year ended December
31, 1991).
(5.1) -- Opinion and Consent of David M. Higbee, Esq., Secretary
and Counsel for the Company, relating to the validity
of the securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures
pursuant to Power of Attorney.
*(99) -- The Williams Telecommunications Group, Inc. Long-Term
Equity Incentive Plan (filed as Exhibit 10(iii)(i) to
Form 10-K for the year ended December 31, 1992).
_______________________________
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
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<PAGE> 4
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 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
-3-
<PAGE> 5
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.
-4-
<PAGE> 6
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
17th day of November, 1994.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By /s/ David M. Higbee
(David M. Higbee,
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 17, 1994:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board, President
- -------------------------- and Chief Executive Officer)
Keith E. Bailey (Principal Executive Officer)
* Senior Vice President
- -------------------------- (Principal Financial Officer)
Jack D. McCarthy
* Controller
- -------------------------- (Principal Accounting Officer)
Gary R. Belitz
* Director
- --------------------------
Harold W. Andersen
* Director
- --------------------------
Ralph E. Bailey
* Director
- --------------------------
Glenn A. Cox
* Director
- --------------------------
Thomas H. Cruikshank
Director
- --------------------------
Ervin S. Duggan
* Director
- --------------------------
Robert J. LaFortune
* Director
- --------------------------
James C. Lewis
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C>
* Director
- --------------------------
Jack A. MacAllister
* Director
- --------------------------
James A. McClure
* Director
- --------------------------
Peter C. Meinig
* Director
- --------------------------
Kay A. Orr
* Director
- --------------------------
Gordon R. Parker
* Director
- --------------------------
Joseph H. Williams
*By /s/ David M. Higbee
-------------------------------------
(David M. Higbee, Attorney-in-fact)
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
*(4.1) -- Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B Registration
Statement, filed August 20, 1987).
*(4.2) -- Certificate of Designation with respect to the $2.21 Cumulative Preferred Stock (filed as Exhibit 4.3
to the Registration Statement on Form S-3, filed August 19, 1992).
*(4.3) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred
Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).
*(4.4) -- Amended and Restated Rights Agreement, dated as of July 12, 1988, between Williams and First Chicago
Trust Company of New York (filed as Exhibit 4(c) to Williams Form 8, dated July 28, 1988).
*(4.5) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
*(4.6) -- Form of Indenture between Williams and The Chase Manhattan Bank (National Association), Trustee,
relating to the 9 7/8% Notes, due 1998 (filed as Exhibit 4.2 to Form S-3 Registration Statement No.
33-20798, filed March 23, 1988).
*(4.7) -- Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10 1/4%
Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-Term Notes
(8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8% Debentures, due 2012
(filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294, filed February 2, 1990).
*(4.8) -- U.S. $600,000,000 Credit Agreement, dated as of December 23, 1992, among Williams and certain of its
subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(d) to Form
10-K for the year ended December 31, 1992).
</TABLE>
_______________________________
* The exhibits have heretofore been filed with the Securities and
Exchange Commission as part of the filing indicated and are incorporated
herein by reference.
<PAGE> 9
<TABLE>
<S> <C> <C>
*(4.9) -- Note Agreement, dated December 15, 1984, among Williams and the lenders named therein (filed as
Exhibit 4 to Form 10-K, filed March 27, 1985).
*(4.10) -- Senior Note Agreement, dated as of July 15, 1990, among Williams and the lenders named therein (filed
as Exhibit 4(g) to Form 10-K for the year ended December 31, 1991).
(5.1) -- Opinion and consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to the
validity of the securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1)
(23.2) -- Consent of Ernst & Young LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
*(99) -- The Williams Telecommunications Group, Inc. Long-Term Equity Incentive Plan (filed as Exhibit
10(iii)(i) to Form 10-K for the year ended December 31, 1992).
</TABLE>
_______________________________
* The exhibits have heretofore been filed with the Securities and
Exchange Commission as part of the filing indicated and are incorporated
herein by reference.
<PAGE> 1
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER -- TULSA, OKLAHOMA 74172
DAVID M. HIGBEE
SECRETARY
Exhibit 5.1
November 17, 1994
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Dear Sirs:
The Williams Companies, Inc., a Delaware corporation (the "Company")
contemplates filing a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, relating to the registration of Common Stock of the
Company, $1.00 par value (the "Common Stock") and associated Preferred Stock
Purchase Rights (the "Rights"), to be issued pursuant to the terms of the
Williams Telecommunications Group, Inc. Long-Term Equity Incentive Plan.
As counsel for the Company, I have examined the corporate proceedings and such
other legal matters as I deem relevant to the authorization and issuance of the
Common Stock and the Rights. Based on such examination, it is my opinion that
when the Common Stock has been issued by the Company under the terms of the
Plan, the Common Stock and the Rights will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
David M. Higbee
DMH/cmf
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the
Williams Telecommunications Group, Inc. Long-Term Equity Incentive Plan and to
the incorporation by reference therein of our report dated February 10, 1994,
with respect to the consolidated financial statements and schedules of The
Williams Companies, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
November 17, 1994
<PAGE> 1
Exhibit 24.1
THE WILLIAMS COMPANIES, 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 THE WILLIAMS COMPANIES, INC., a
Delaware corporation ("Williams"), does hereby constitute and appoint J. FURMAN
LEWIS, BOBBY E. POTTS and DAVID M. HIGBEE 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 Williams, 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 Williams issuable to
participants in the Williams Telecommunications Group, Inc. Long-Term Equity
Incentive 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 Williams does hereby constitute and appoint
J. FURMAN LEWIS, BOBBY E. POTTS and DAVID M. HIGBEE 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 17th day of November, 1994.
_________________________________ ______________________________
Keith E. Bailey Jack D. McCarthy
Chairman of the Board, President Senior Vice President
and Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
____________________________
Gary R. Belitz
Controller
(Principal Accounting Officer)
<PAGE> 2
Page 2
_________________________________ ______________________________
Harold W. Andersen Ralph E. Bailey
Director Director
_________________________________ ______________________________
Glenn A. Cox Thomas H. Cruikshank
Director Director
_________________________________ ______________________________
Ervin S. Duggan Robert J. LaFortune
Director Director
_________________________________ ______________________________
James C. Lewis Jack A. MacAllister
Director Director
_________________________________ ______________________________
James A. McClure Peter C. Meinig
Director Director
_________________________________ ______________________________
Kay A. Orr Gordon R. Parker
Director Director
_____________________________
Joseph H. Williams
Director
THE WILLIAMS COMPANIES, INC.
By____________________________
J. Furman Lewis
ATTEST: Senior Vice President
_________________________
David M. Higbee
Secretary
<PAGE> 1
(THE WILLIAMS COMPANIES, INC. LOGO)
Exhibit 24.2
I, the undersigned, DAVID M. HIGBEE, Secretary of THE WILLIAMS
COMPANIES, INC., a Delaware company (hereinafter called the "Company"), do
hereby certify that at a meeting of the Board of Directors of the Company, duly
convened and held on November 17, 1994, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
RESOLVED that the form of power of attorney
submitted to this meeting for use in connection with the
execution and filing for and on behalf of the Company of the
Registration Statement referred to in the immediately
preceding resolution and any amendments or supplements thereto
is hereby approved and the Chairman of the Board, the
President or any Vice President of the Company be, and hereby
is, authorized to execute said power of attorney in the form
so presented by, for and on behalf of the Company.
I further certify that the foregoing resolution has not been
modified, revoked or rescinded and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of THE WILLIAMS COMPANIES, INC., this 17th day of November, 1994.
_______________________________
David M. Higbee
Secretary
(CORPORATE SEAL)
One Williams Center * P.O. Box 2400 * Tulsa, Oklahoma 74102
