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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________________________________________________________________________
THE WILLIAMS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________
DELAWARE 73-0569878
(State of incorporation) (I.R.S. employer
identification number)
________________________________________________________________________________
ONE WILLIAMS CENTER
TULSA, OKLAHOMA
(Address of principal 74172
executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c) simultaneously with the
(1) please check the following effectiveness of a concurrent
box. [ ] registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c) (2) please
check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each Exchange on which
to be so registered each Class is to be registered
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QUARTERLY INCOME CAPITAL THE NEW YORK STOCK EXCHANGE,
SECURITIES (Subordinated INC.
Deferrable Interest Debentures
due 2025) ("Debentures")
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered
hereunder is: "Quarterly Income Capital Securities" (Subordinated
Deferrable Interest Debentures due 2025) ("Debentures"). A
description of the Debentures is set forth under the caption
"Description of Debentures" in the prospectus included within the
Registration Statement of the Company on Form S-4 (Registration No.
33-60397), filed under the Securities Act of 1933, as amended (the
"Act"), which description is incorporated herein by reference. The
description of the Debentures contained in the pricing supplement to
be filed pursuant to Rule 424(b) under the Act, which will contain the
final terms and provisions of the Debentures, is also incorporated
herein by reference.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
99-A. Form of Debenture
99-B. Form of Subordinated Debt Indenture between The Williams
Companies, Inc. and Chemical Bank, as Trustee (filed as
Exhibit 4.2 to the Form S-4 Registration Statement No.
33-60397 filed June 20, 1995, and incorporated herein by
reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: June 22, 1995
THE WILLIAMS COMPANIES, INC.
(Registrant)
By: /s/ David M. Higbee
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Name: David M. Higbee
Title: Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Page No.
- ----------- --------
<S> <C> <C>
99-A. Form of Debenture A-1
99-B. Form of Subordinated Debt Indenture between *
The Williams Companies, Inc. and Chemical
Bank, as Trustee
</TABLE>
* Filed as Exhibit 4.2 to the Form S-4 Registration Statement of the
Registrant No. 33-60397 filed June 20, 1995, and incorporated herein
by reference.
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THE WILLIAMS COMPANIES, INC.
% QUARTERLY INCOME CAPITAL SECURITIES (QUICS(SM))
SUBORDINATED DEFERRABLE INTEREST DEBENTURES
DUE 2025
THE WILLIAMS COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company," which term includes any successor corporation under the Indenture
hereinafter defined), for value received, hereby promises to pay to
______________ or registered assigns, the principal sum of ___________ on
______________, 2025, and to pay interest at the rate of ____% per annum on
said principal sum from ________, 1995, until the principal hereof becomes due
and payable, and on any overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment
of interest at the same rate per annum during such overdue period. Interest on
this Debenture will be payable quarterly (subject to deferral as set forth
herein) in arrears on March 3l, June 30, September 30 and December 31 of each
year (each such date, an "Interest Payment Date").
The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year and, for any
period shorter than a full quarterly interest period, will be computed on the
basis of the actual number of days elapsed in such period. In the event that
any date on which interest is payable on this Debenture is not a Business Day,
then payment of the amount payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) with the same force and effect as if made
on such date, subject to certain rights of deferral described below. A
"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions located in the State of New
York are authorized or obligated by or pursuant to law or executive order to
close. The interest installment so payable on any Interest Payment Date other
than interest payable on redemption or maturity will, as provided in the
Indenture, be paid to the person in whose name this Debenture is registered at
the close of business on the relevant record date for such interest
installment, which shall be March 15, June 15, September 15 and December 15
with respect to the March 31, June 30, September 30 and December 31 Interest
Payment Dates, respectively, or, in the case of a Deferral Period as defined
below, ten Business Days prior to the Interest Payment Date for such Deferral
Period (each a "Record Date"). Interest payable on redemption or maturity
shall be payable to the person to whom the principal is paid. Any such
interest installment not punctually paid or duly provided for when due shall
forthwith cease to
______________
(SM) Lehman Brothers has applied for a service mark for QUICS.
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be payable to the registered holders on such Record Date, and shall be paid to
the person in whose name this Debenture is registered at the close of business
on a subsequent record date to be fixed by the Company for the payment of such
defaulted interest, notice whereof shall be given to the registered holders of
this series of Debentures not less than 15 days prior to such subsequent record
date, all as more fully provided in the Indenture. The principal of and the
interest on this Debenture shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City of
New York, in any coin or currency of the United States of America which at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payments of interest,
other than interest due at maturity or any date of redemption, will be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Debenture register or by wire transfer of immediately
available funds to an account maintained by such Person with a bank located in
the United States if appropriate wire transfer instructions in writing have
been received by the Trustee or the payment agent not less than 15 calendar
days prior to the applicable Interest Payment Date.
Payment of the principal of and interest on this Debenture is,
to the extent provided in the Indenture, subordinated and junior in right of
payment to the prior payment in full of all existing and future Senior
Indebtedness, as defined in the Indenture, of the Company and this Debenture is
issued subject to the provisions of the Indenture with respect thereto. Each
registered holder of this Debenture, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the
Trustee his or her attorney-in-fact for any and all such purposes. Each
registered holder hereof, by his or her acceptance hereof, hereby waives all
notice of the acceptance of the subordination provisions contained herein and
in the Indenture by each holder of Senior Indebtedness, whether now outstanding
or hereafter incurred, and waives reliance by each such holder upon said
provisions.
Unless the Certificate of Authentication hereon has been
executed by the Trustee referred to on the reverse side hereof by manual
signature, this Debenture shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Debenture is one of a duly authorized issue of Debentures
of the Company (herein sometimes referred to as the "Debentures"), all issued
or to be issued in one or more series under and pursuant to a Subordinated
Indenture dated as of _____________, 1995, between the Company and Chemical
Bank, a corporation organized and existing under the laws of the State of New
York, as Trustee (herein referred to as the "Trustee") (the "Indenture") to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the
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respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the registered holders of the
Debentures and of the terms upon which the Debentures are, and are to be,
authenticated and delivered. By the terms of the Indenture, the Debentures are
issuable in series which may vary as to amount, date of maturity, rate of
interest and in other respects as in the Indenture provided. This Debenture is
one of the series designated on the face hereof, limited in aggregate principal
amount to $__________________.
Subject to the terms of Article Twelve of the Indenture, the
Company shall have the right to redeem this Debenture at the option of the
Company, without premium or penalty, in whole or in part, at any time on or
after September 1, 1997, and prior to maturity at a redemption price equal to
100% of the principal amount redeemed plus accrued and unpaid interest thereon
to the date fixed for redemption. Any redemption pursuant to this paragraph
will be made by mailing notice of such redemption by first class mail, at least
30 and not more than 60 days prior to the date fixed for redemption to the
holders at their last address as such appears on the registry books of the
Company. If the Debentures of this series are to be only partially redeemed by
the Company, the Debentures of this series will be selected for redemption in
such manner as the Trustee shall deem appropriate and fair.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed portion hereof
will be issued in the name of the registered holder hereof upon the
cancellation hereof.
In case an Event of Default, as defined in the Indenture, with
respect to the Debentures of this series shall have occurred and be continuing,
the principal of all of the Debentures of this series may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by the Company
with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding Debentures of all series affected
at the time (voting as a single class), to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the registered holder of
the Debentures; provided, however, that no such supplemental indenture shall
(i) extend the final maturity, reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
amount
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payable upon the redemption thereof, or make the principal thereof (including
any amount in respect of original issue discount) or interest thereon payable
in any coin or currency other than that provided herein, or reduce the amount
of the principal of an original issue discount security (as defined in the
Indenture) that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.1 of the Indenture or the amount thereof provable
in bankruptcy pursuant to Section 5.2 of the Indenture or alter the provisions
of Section 11.1 or 11.2 of the Indenture or impair or affect the right of any
security holder to institute suit for the payment thereof or amend the
Indenture to alter the subordination of the Debentures in a manner adverse to
the holders of the Debentures, without the consent of the holder of each
Debenture so affected or (ii) reduce the aforesaid percentage of Debentures,
the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of each Debenture then
outstanding and affected thereby. The indenture also contains provisions
permitting the registered holders of a majority in aggregate principal amount
of the Debentures of all series at the time outstanding affected thereby, on
behalf of the registered holders of the Debentures of such series, to waive
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the registered holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon all future
registered holders and owners of this Debenture and of any Debenture issued in
exchange hereof or in place hereof (whether by registration of transfer or
otherwise) irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and,
subject to deferral, interest on this Debenture at the time and place and at
the rate and in the coin or currency herein prescribed.
The Company shall have the right at any time, on one or more
occasions, so long as an Event of Default has not occurred and is not
continuing under the Indenture with respect to the Debentures of this series,
to extend any interest payment period on this Debenture to a period not to
exceed 20 consecutive quarterly interest payment periods and, as a consequence,
the quarterly interest payment on the Debentures of this series would be
deferred (but would continue to accrue with interest thereon at the rate of
interest on this Debenture) during any such extended interest payment period
(each a "Deferral Period"). At the end of each Deferral Period, the Company
shall pay all interest then accrued and unpaid (compounded quarterly, at the
rate of interest on the Debentures of this series, except to the extent
provided by law) to the persons in whose name the Debentures of this series are
registered on the Record Date for such Deferral Period. In the event the
Company exercises this right, the Company shall not declare or pay any dividend
on, or redeem, purchase, acquire or make a liquidation payment with
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respect to, any of its preferred stock, common stock and any other equity
securities of the Company or make any guarantee payments with respect to the
foregoing during such Deferral Period. During any Deferral Period, the Company
may continue to extend the interest payment period by extending the Deferral
Period: provided that the aggregate Deferral Period, as extended, must end on
an Interest Payment Date and in no event shall the aggregate Deferral Period
exceed 20 consecutive quarterly interest payment periods or extend beyond the
maturity of the Debentures of this series or any date on which any of the
Debentures of this series are fixed for redemption. No interest shall be due
and payable on the Debentures of this series during a Deferral Period except at
the end thereof. The Company shall give the Trustee and the holders of
Debentures notice of its election to defer interest payments or to extend the
Deferral Period ten Business Days prior to the earlier of (i) the next
scheduled quarterly Interest Payment Date or (ii) the date the Company is
required to give notice of the record date of such related interest payment to
the New York Stock Exchange or other applicable self-regulatory organization or
to the holders of the Debentures, but in any event not less than two Business
Days prior to such record date.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture is registrable in
the register of the Company, upon surrender of this Debenture for registration
of transfer at the office or agency of the Company in any place where the
principal of and any interest on this Debenture are payable or at such other
offices or agencies as the Company may designate, duly endorsed by or
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by the registered
holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Debentures of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.
The Company, the Trustee and any agent of the Company or the
Trustee may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon) for the purpose of receiving payment of
or on account of the principal hereof and, subject to the provisions of the
Indenture, interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any such agent shall be affected by any notice to
the contrary.
The Debentures of this series are issuable only in fully
registered form without coupons in denominations of $25 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debentures of this series are exchangeable for a
like aggregate principal amount of Debentures of this
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series of a different authorized denomination, as requested by the registered
holder surrendering the same.
As set forth in, and subject to the provisions of, the
Indenture, no registered owner of any Debenture will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless (i) such registered owner shall have previously given to the
Trustee written notice of a continuing Event of Default with respect to the
Debentures of this series, (ii) the registered owners of not less than 25% in
principal amount of the outstanding Debentures of each affected series then
(treated as a single class) shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as Trustee,
(iii) the Trustee shall have failed to institute such proceeding within 60 days
and (iv) the Trustee shall not have received from the registered owners of a
majority in principal amount of the then outstanding Debentures of each
affected series (treated as a single class) a direction inconsistent with such
request within such 60-day period provided, however, that such limitations do
not apply to a suit instituted by the registered owner hereof for the
enforcement of payment of the principal of or any interest on this Debenture on
or after the respective due dates expressed or provided for herein, subject to
deferral as set forth herein.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.
Dated
_____________________
THE WILLIAMS COMPANIES, INC.
By__________________________
Attest:
By________________________
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned
Subordinated Indenture.
CHEMICAL BANK
as Trustee
By________________________
Authorized Officer
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
________________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE)
________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing such person to transfer the within Debenture on the books of the
Company, with full power of substitution in the premises.
Dated:_________________________ ________________________________
NOTICE: The signature of this assignment must correspond with the name
as written upon the face of the within Debenture in every
particular, without alteration or enlargement or any change
whatever.
NOTICE: Signature(s) must be guaranteed by a financial institution
that is a member of the Securities Transfer Agents Medallion
Program ("STAMP") or the Stock Exchange, Inc. Medallion
Signature Program ("MSP"). When assignment is made by a
guardian, trustee, executor or administrator, an officer of a
corporation, or anyone in a representative capacity, proof of
his or her authority to act must accompany this Debenture.
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