WILLIAMS COMPANIES INC
8-K, 1997-10-28
NATURAL GAS TRANSMISSION
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT


                        Pursuant to Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 1997


                          The Williams Companies, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                      1-4174              73-0569878
- ---------------              ---------------      ----------------
(State or other               (Commission          (I.R.S. Employer
jurisdiction of               File Number)         Identification No.)
incorporation)



One Williams Center, Tulsa, OK                              74172
- --------------------------------------------------------------------
(Address of principal executive offices)                   (zip code)


Registrant's telephone number, including area code:  918/588-2000
                                                     ---------------


Not Applicable
- --------------------------------------------------------------------
(Former name or former address, if changed since last report)





<PAGE>   2
Item 5.  Other Events

        The Company has tendered and accepted for purchase debt securities of
nine series issued by the Company and certain of its subsidiaries totaling
approximately $918.8 million in principal amount in response to the offers to
purchase any and all outstanding securities of such series, which the Company
announced on September 8, 1997.

Item 7.  Financial Statements and Exhibits

        The following exhibit is filed as part of this Report:

        Exhibit 99.     Copy of the Company's press release, dated
                        September 22, 1997, publicly announcing the
                        action reported herein.




<PAGE>   3


                                  SIGNATURES


        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.


                                        THE WILLIAMS COMPANIES, INC.

Date: October 28, 1997                  By: /s/ WILLIAM G. VON GLAHN
                                            ------------------------
                                        Name:  William G. von Glahn
                                        Title: Senior Vice President and
                                               General Council



<PAGE>   4


                                EXHIBIT INDEX


EXHIBIT
NUMBER                          DESCRIPTION
- ------                          -----------

99              Copy of the Company's Press release, dated September 22, 1997,
                publicly announcing the action reported herein.

<PAGE>   1

                  [THE WILLIAMS COMPANIES, INC. LETTERHEAD]

- --------------------------------------------------------------------------------

                 FOR RELEASE:   SEPT. 22, 1997

FOR MORE INFORMATION CONTACT:   JIM GIPSON      (918) 588-2111 (MEDIA)
                                MARK HUSBAND    (918) 588-2087 (INVESTORS)
                                RICHARD GEORGE  (918) 588-3679
- --------------------------------------------------------------------------------

       WILLIAMS COMPANIES ANNOUNCES THE COMPLETION OF DEBT TENDER OFFERS


        TULSA - The Williams Companies, Inc. announced today that debt
securities of nine series issued by the company and some of its subsidiaries
totaling $918.8 million in principal amount (of which $210 million remains
subject to delivery and settlement) have been tendered and accepted for
purchase in response to the offers to purchase any and all outstanding
securities of such series, which at the time had a total outstanding principal
amount of approximately $1.3 billion.

        The offers to purchase, announced on Sept. 8, expired at 5 p.m. Eastern
time on Friday, Sept. 19.  This amount tendered and accepted for purchase
represents an average success rate of 75 percent, which is at the upper end of
the range the company had anticipated.

        The description, CUSIP number, outstanding principal amount prior to
the offers to purchase and the amount tendered and accepted for purchase for
each series of securities involved are:


<TABLE>
<CAPTION>

Description of Series           Outstanding Principal           Amount Tendered 
and CUSIP Number                Amount Prior to Offers          & Accepted for Purchase

<S>                           <C>                            <C>
The Williams Companies, Inc.    $150,000,000                    $112,978,000
8 7/8% Debentures
Due 9/15/2012
969457 AM 2

The Williams Companies, Inc.    $143,650,000                    $118,775,000
10 1/4% Debentures
Due 7/15/2020
969457 AH 3

The Williams Companies, Inc.    $ 86,000,000                    $ 39,856,000
9 3/8% Debentures
Due 11/15/2021
969457 AK 6

</TABLE>

<PAGE>   2

<TABLE>
<S>                            <C>                       <C>
Transco Energy Company          $200,000,000               $162,220,000
9 1/8% Notes                                                           
Due 5/1/1998                                                           
893532 AD 3                                                            
                                                                       
Transco Energy Company          $125,000,000               $101,767,000
9 5/8% Notes                                                           
Due 6/15/2000                                                          
893532 AA 9                                                            
                                                                       
Transco Energy Company          $150,000,000               $102,074,000
9 3/8% Notes                                                           
Due 8/15/2001                                                          
893532 AE 1                     

Transco Energy Company          $125,000,000               $ 98,165,000
9 7/8% Notes
Due 6/15/2020
893532 AC 5
                                                                       
Northwest Pipeline Corporation  $100,000,000               $ 66,000,000
10.65% Debentures                                                      
Due 11/15/2018                                                         
667748 AD 9                                                            
                                                                       
Northwest Pipeline Corporation  $150,000,000               $116,951,000
9% Debentures                                                          
Due 8/1/2022
66748 AE 7

</TABLE>


        Williams consists of the nations's largest-volume system of interstate
natural gas pipelines; business units offering a complete array of traditional
and leading-edge energy solutions; and single-source providers of national
business communications systems and international satellite and fiber-optic
video services.  (NYSE:WMB).  Company information is on the World Wide Web at
http://www.twc.com.




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