<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 Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 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
Beginning September 8, 1997, the Company and certain of its
subsidiaries are undertaking a debt restructuring plan expected to lower their
long-term interest rates. The debt retirements will be accomplished by
redemptions, open-market repurchases and tender offers for certain debt
securities.
Based on market conditions, estimated purchases and other factors, the
company expects from $1.1 billion to $1.4 billion to be refinanced at rates
that reduce Williams annual interest expense in the range of $18 million to $24
million, beginning in the fourth quarter of 1997. The cost of the debt
retirement based on these estimated levels would result in an after-tax charge
to earnings in 1997 to $56 million to $80 million or an estimated 33 cents to
48 cents per share.
The Company currently intends to finance its purchases and redemptions
of debt securities through a combination of long- and short-term borrowings
under various credit arrangements and available cash. The purchases and
redemptions are not contingent upon any financing condition.
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 8,
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: September 8, 1997 By: /S/ DAVID M. HIGBEE
---------------------------
Name: David M. Higbee
Title: Secretary
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
99 Copy of the Company's Press release, dated September 8, 1997,
publicly announcing the action reported herein.
</TABLE>
<PAGE> 1
NEWS
THE WILLIAMS COMPANIES, INC. [LOGO] ONE WILLIAMS CENTER * TULSA, OKLAHOMA 74172
- --------------------------------------------------------------------------------
FOR RELEASE: Sept. 8, 1997
FOR MORE INFORMATION CONTACT: Jim Gipson (918) 588-2111 (Media)
Mark Husband (918) 588-2087 (Investors)
Richard George (918) 588-3679
- --------------------------------------------------------------------------------
WILLIAMS MOVES TO CAPTURE LOWER INTEREST RATES IN MAJOR DEBT RESTRUCTURING
TULSA - The Williams Companies, Inc. announced today a major
restructuring of its consolidated debt portfolio.
Based on market conditions, estimated purchases and other factors,
Williams expects from $1.1 billion to $1.4 billion to be refinanced at rates
that reduce Williams' annual interest expense in the range of $18 million to
$24 million, beginning in the fourth quarter of 1997. The cost of the debt
retirement based on these estimated levels would result in an after-tax charge
to 1997 earnings of $56 million to $80 million, or an estimated 33 cents to 48
cents per share.
"These transactions will allow us to secure interest rates approaching
20-year low levels for a substantial portion of our consolidated debt
portfolio," said Keith E. Bailey, chairman, president and chief executive
officer. "It should allow us to build upon the financial flexibility and
strength that has served us well in recent years while providing our businesses
with an important tool to enhance their competitive positions."
Bailey plans to discuss the restructuring and provide an update of
Williams' strategic and operating activities during a conference call today
beginning at 9 a.m. Central time. Those wishing to participate should call
(800) 482-2225 a few minutes before the starting time.
The debt retirement will be accomplished by calls and real-time fixed
spread tender offers to purchase certain debt securities issued by Williams and
three of its subsidiaries. In addition, other debt securities - including
medium-term notes - have been targeted for open-market purchase. The tender
offers will remain open from 9 a.m. today through 5 p.m., Eastern time, on Sept.
19. Each Williams entity reserves the right to extend or terminate their offers.
Smith Barney and Salomon Brothers are acting as dealer managers for the
tender offers. Tenders of securities may be effected only through Smith Barney.
Requests for documentation may be directed to MacKenzie Partners, the
information agent, at (800) 322-2885. Questions concerning the offer may be
directed to Paul Galant of Smith Barney at (800) 655-4811.
Williams consists of the nation'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.
