<PAGE> 1
As filed with the Securities and Exchange Commission on May 17, 1996
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)
________________
THE WILLIAMS COMPANIES, INC. 1996
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(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
==============================================================================
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
Common Stock,
($1 par value) 100,000(3) $ 51 3/8 $5,137,500 $1,772
==============================================================================
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on May 13, 1996.
(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, 1995.
(b) Williams' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(c) Williams' Current Report on Form 8-K dated January 21, 1996.
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, 1995, 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 hereof 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) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the
quarter ended September 30, 1993).
*(4.5) -- Form of Senior Debt Indenture between the Company and Chemical
Bank, Trustee, relating to the 10 1/4% Debentures, due 2020; the
9d% 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 8f% Debentures, due 2012 (filed as Exhibit 4.1 to
Form S-3 Registration Statement No. 33-33294, filed February 2,
1990).
*(4.6) -- U.S. $800,000,000 Credit Agreement, dated as of February 23,
1995, among Williams and certain of its subsidiaries and the
banks named therein and Citibank, N.A., as agent (filed as
Exhibit 4(b) to Form 10-K for the year ended December 31, 1994).
*(4.7) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to Form
10-K for the fiscal year ended December 31, 1994).
*(4.8) -- Certificate of Designation with respect to the $3.50 Cumulative
Convertible Preferred Stock (filed as Exhibit 3.1(c) to the
Prospectus and Information Statement to Amendment No. 2 to the
Registration Statement on Form S-4, filed March 30, 1995).
*(4.9) -- Certificate of Increase of Authorized Number of Shares of Series
A Junior Participating Preferred Stock (filed as Exhibit 3(f) to
Form 10-K for the year ended December 31, 1995).
*(4.10) -- Rights Agreement, dated as of February 6, 1996, between Williams
and First Chicago Trust Company of New York (filed as Exhibit 4
to Williams Form 8-K, dated January 21, 1996).
(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 Companies, Inc. 1996 Stock Plan for Non-Employee
Directors (filed as Exhibit B to the Company's definitive Proxy
Statement dated March 27, 1996).
______________________________
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
-2-
<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.
(c) 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
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<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.
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<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 May, 1996.
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 May 17, 1996:
SIGNATURE TITLE
--------- -----
* Chairman of the Board, President
- --------------------- and Chief Executive Officer
Keith E. Bailey (Principal Executive Officer)
*
- --------------------- Senior Vice President
Jack D. McCarthy (Principal Financial Officer)
*
- --------------------- Controller
Gary R. Belitz (Principal Accounting Officer)
* Director
- ---------------------
Glenn A. Cox
* Director
- ------------------------
Thomas H. Cruikshank
* Director
- -----------------------
Ervin S. Duggan
* Director
- -----------------------
Patricia L. Higgins
* Director
- -----------------------
Robert J. LaFortune
* Director
- -----------------------
James C. Lewis
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<PAGE> 7
* 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)
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <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) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the
quarter ended September 30, 1993).
*(4.5) -- Form of Senior Debt Indenture between the Company and Chemical
Bank, Trustee, relating to the 10 1/4% Debentures, due 2020; the
9d% 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 8f% Debentures, due 2012 (filed as Exhibit 4.1 to
Form S-3 Registration Statement No. 33-33294, filed February 2,
1990).
*(4.6) -- U.S. $800,000,000 Credit Agreement, dated as of February 23,
1995, among Williams and certain of its subsidiaries and the
banks named therein and Citibank, N.A., as agent (filed as
Exhibit 4(b) to Form 10-K for the year ended December 31, 1994).
*(4.7) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to Form
10-K for the fiscal year ended December 31, 1994).
*(4.8) -- Certificate of Designation with respect to the $3.50 Cumulative
Convertible Preferred Stock (filed as Exhibit 3.1(c) to the
Prospectus and Information Statement to Amendment No. 2 to the
Registration Statement on Form S-4, filed March 30, 1995).
*(4.9) -- Certificate of Increase of Authorized Number of Shares of Series
A Junior Participating Preferred Stock (filed as Exhibit 3(f) to
Form 10-K for the year ended December 31, 1995).
*(4.10) -- Rights Agreement, dated as of February 6, 1996, between Williams
and First Chicago Trust Company of New York (filed as Exhibit 4
to Williams Form 8-K, dated January 21, 1996).
(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 Companies, Inc. 1996 Stock Plan for Non-Employee
Directors (filed as Exhibit B to the Company's definitive Proxy
Statement dated March 27, 1996).
</TABLE>
<PAGE> 1
[THE WILLIAMS COMPANIES, INC. LETTERHEAD]
Exhibit 5.1
May 17, 1996
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 (the "Registration Statement," 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 Companies, Inc. 1996 Stock Plan for
Non-Employee Directors (the "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 Exhibit 5.1 to the Registration Statement.
Very truly yours,
David M. Higbee
DMH/ka
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to The Williams Companies, Inc.
1996 Stock Plan for Non-Employee Directors and to the incorporation by
reference therein of our report dated February 9, 1996, 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, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
May 17, 1996
<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 pursuant to the
terms and provisions of The Williams Companies, Inc. 1996 Stock Plan for
Non-Employee Directors, together with associated Preferred Stock purchase
rights, 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 21st day of January, 1996.
/s/ Keith E. Bailey /s/ Jack D. McCarthy
-------------------------------- -------------------------------
Keith E. Bailey Jack D. McCarthy
Chairman of the Board, President Senior Vice President
and Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
/s/ Gary R. Belitz
-------------------------
Gary R. Belitz
Controller
(Principal Accounting Officer)
<PAGE> 2
Page 2
/s/ Harold W. Andersen /s/ Ralph E. Bailey
--------------------------- ----------------------------
Harold W. Andersen Ralph E. Bailey
Director Director
/s/ Glenn A. Cox /s/ Thomas H. Cruikshank
--------------------------- ----------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ Ervin S. Duggan /s/ Patricia L. Higgins
--------------------------- ----------------------------
Ervin S. Duggan Patricia L. Higgins
Director Director
/s/ Robert J. LaFortune /s/ James C. Lewis
--------------------------- ----------------------------
Robert J. LaFortune James C. Lewis
Director Director
/s/ Jack A. MacAllister /s/ James A. McClure
--------------------------- ----------------------------
Jack A. MacAllister James A. McClure
Director Director
/s/ Peter C. Meinig /s/ Kay A. Orr
--------------------------- ----------------------------
Peter C. Meinig Kay A. Orr
Director Director
/s/ Gordon R. Parker /s/ Joseph H. Williams
--------------------------- ----------------------------
Gordon R. Parker Joseph H. Williams
Director Director
THE WILLIAMS COMPANIES, INC.
By /s/ J. Furman Lewis
--------------------------
J. Furman Lewis
ATTEST: Senior Vice President
/s/ David M. Higbee
- ---------------------------
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 January 21, 1996, at which a quorum of said Board was present and
acting throughout, the following resolutions were duly adopted:
RESOLVED that the officers of the Company be, and they
hereby are, authorized to execute and file with the
Securities and Exchange Commission under the Securities Act
of 1933, as amended, a Registration Statement on Form S-8 or
other Securities Act registration form as may be considered
appropriate, and all amendments and supplements thereto, all
required exhibits and documents in connection therewith, the
prospectus contained therein and all amendments or
supplements thereto with respect to not more than one
hundred thousand (100,000) shares of Common Stock, one
dollar ($1.00) par value, and associated Preferred Stock
purchase rights, of the Company to be issued to the
employees of the Company in accordance with the terms and
provisions of the 1996 Stock Plan For Non-Employee Directors
and to make all such payments and to do or cause to be done
all other acts and things as, in their opinion or in the
opinion of any of them, may be necessary or desirable and
proper in order to effect such filing or in order that such
Registration Statement and any such amendment or amendments
may become effective and may remain in effect as long as
shall be required.
RESOLVED that the form of power of attorney submitted
to the Board in January 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.
<PAGE> 2
Page 2
I further certify that the foregoing resolutions have not been modified,
revoked or rescinded and are 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 May, 1996.
/s/ David M. Higbee
----------------------
David M. Higbee
Secretary
(CORPORATE SEAL)
