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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE WILLIAMS COMPANIES, INC.
(Exact name of Company as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 4813 73-0569878
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
William G. von Glahn, Esq.
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
(918) 588-5942
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of
Agent For Service)
WITH COPIES TO:
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Jere R. Thomson, Esq. David Bowman, Esq. Franci J. Blassberg, Esq.
Jones, Day, Reavis & Pogue MAPCO Inc. Debevoise & Plimpton
599 Lexington Avenue, 30th Floor 1800 S. Baltimore Avenue 875 Third Avenue
New York, New York 10022 P.O. Box 645 New York, New York 10022
Tulsa, Oklahoma 74101-0645
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of the Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] File No. 333-44963
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
OFFERING PRICE PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PER SHARE OF AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED COMMON STOCK OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $1.00 per share, together
with Preferred Stock Purchase Rights(1)......... 1,400,000(2) N.A. $45,563,063.06 (3) $13,441.10
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(1) Preferred stock purchase rights are attached to and trade with the common
stock, par value $1.00 per share ("Williams Common Stock"), of The Williams
Companies, Inc. ("Williams"). The value attributable to such rights, if any,
is reflected in the market price of Williams Common Stock.
(2) Represents additional shares of Williams Common Stock estimated to be
issuable upon the consummation of the merger (the "Merger") of TML
Acquisition Corp., a wholly-owned subsidiary of Williams, with and into
MAPCO Inc. ("MAPCO").
(3) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely
for the purpose of calculating the registration fee, the proposed maximum
aggregate offering price is equal to the market value of the common stock,
par value $1.00 per share ("MAPCO Common Stock"), of MAPCO and related
options to be cancelled upon consummation of the Merger and is based upon
$54.1875, the average of the high and low sale prices of MAPCO Common Stock
on the New York Stock Exchange Composite Tape on March 10, 1998.
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This Registration Statement is being filed with respect to the
registration of additional shares of common stock par value $1.00 per share,
and associated preferred stock purchase rights, of The Williams Companies,
Inc., a Delaware corporation ("Williams"), pursuant to Rule 462(b) under the
Securities Act. The contents of the Registration Statement on Form S-4 of
Williams (File No. 333-44963), including the exhibits thereto, are incorporated
by reference into this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Williams
Companies, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, this 17(th) day of March, 1998.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By: /s/ DAVID M. HIGBEE
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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 this 17(th) day of March, 1998.
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SIGNATURE TITLE
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<C> <S>
/s/ KEITH E. BAILEY* Chairman of the Board, President and Chief
- --------------------------------------------- Executive Officer (Principal Executive
Keith E. Bailey Officer) and Director
/s/ JACK D. MCCARTHY* Senior Vice President-Finance (Principal
- --------------------------------------------- Financial Officer)
Jack D. McCarthy
/s/ GARY R. BELITZ* Controller (Principal Accounting Officer)
- ---------------------------------------------
Gary R. Belitz
/s/ GLENN A. COX* Director
- ---------------------------------------------
Glenn A. Cox
/s/ THOMAS H. CRUIKSHANK* Director
- ---------------------------------------------
Thomas H. Cruikshank
Director
- ---------------------------------------------
William E. Green
/s/ PATRICIA L. HIGGINS* Director
- ---------------------------------------------
Patricia L. Higgins
/s/ W.R. HOWELL* Director
- ---------------------------------------------
W.R. Howell
/s/ ROBERT J. LAFORTUNE* Director
- ---------------------------------------------
Robert J. LaFortune
/s/ JAMES C. LEWIS* Director
- ---------------------------------------------
James C. Lewis
/s/ JACK A. MACALLISTER* Director
- ---------------------------------------------
Jack A. MacAllister
/s/ PETER C. MEINIG* Director
- ---------------------------------------------
Peter C. Meinig
/s/ KAY A. ORR* Director
- ---------------------------------------------
Kay A. Orr
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II-4
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SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ GORDON R. PARKER* Director
- ---------------------------------------------
Gordon R. Parker
/s/ JOSEPH H. WILLIAMS* Director
- ---------------------------------------------
Joseph H. Williams
*By: /s/ DAVID M. HIGBEE
- ---------------------------------------------
Attorney-in-fact
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II-5
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EXHIBIT INDEX
Exhibits required by Item 601 of Regulation S-K:
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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**2.1 -- Agreement and Plan of Merger, dated as of November 23, 1997 and as amended as of
January 25, 1998, among The Williams Companies, Inc., MAPCO Inc. and TML Acquisition Corp.
included as Appendix A to the Joint Proxy Statement/Prospectus included as part of this
Registration Statement.
**3.1 -- Restated Certificate of Incorporation of The Williams Companies, Inc. (incorporated by
reference to Exhibit 4(a) to Williams' Registration Statement on Form 8-B, filed August 20,
1987), Certificate of Amendment to the Restated Certificate of Incorporation, dated May 20,
1994 (incorporated by reference to Exhibit 3(d) to Williams' Annual Report on Form 10-K for
the year ended December 31, 1994), Certificate of Amendment of Restated Certificate of
Incorporation dated May 16, 1997 (incorporated by reference to Exhibit 4.3 to Williams'
Registration Statement on Form S-8, filed November 21, 1997), Certificate of Designation
with respect to the $3.50 Cumulative Convertible Preferred Stock (incorporated by reference
to Exhibit 3.1(c) to the Prospectus and Information Statement to Amendment No. 2 to
Williams' Registration Statement on Form S-4, filed March 30, 1995), Certificate of
Increase of Authorized Number of Shares of Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3(f) to Williams' Annual Report on Form 10-K for the
year ended December 31, 1995).
**3.2 -- By-laws of The Williams Companies, Inc. (incorporated by reference to Exhibit 3 to
Williams' Form 10-Q for the quarter ended September 30, 1993).
**3.3 -- Rights Agreement, dated as of February 6, 1996, between The Williams Companies, Inc. and
First Chicago Trust Company of New York (incorporated by reference to Exhibit 4 to
Williams' Current Report on Form 8-K filed January 24, 1996).
**4 -- See Exhibits 3.1, 3.2 and 3.3 for provisions of the Restated Certificate of Incorporation,
By-Laws and Rights Agreement of The Williams Companies, Inc. defining the rights of holders
of common stock and associated preferred stock purchase rights of The Williams Companies,
Inc.
*5.1 -- Opinion of Jones, Day, Reavis & Pogue as to the legality of the shares being issued
(including consent).
**8.1 -- Opinion of Jones, Day, Reavis & Pogue regarding the federal income tax consequences of the
Merger to Williams stockholders (including consent).
**8.2 -- Opinion of Debevoise & Plimpton regarding the federal income tax consequences of the Merger
to MAPCO stockholders (including consent).
**23.1 -- Consent of Jones, Day, Reavis & Pogue (included in Exhibits 5.1 and 8.1).
**23.2 -- Consent of Debevoise & Plimpton (included in Exhibit 8.2).
*23.3 -- Consent of Deloitte & Touche LLP relating to the audited financial statements of MAPCO,
Inc. and its subsidiaries.
*23.4 -- Consent of Ernst & Young LLP relating to the audited financial statements of The Williams
Companies, Inc.
**24 -- Power of Attorney together with certified resolution.
**99.1 -- Form of proxy card to be used in soliciting holders of MAPCO Common Stock.
**99.2 -- Form of proxy card to be used in soliciting holders of Williams Common Stock.
**99.3 -- Consent of Morgan Stanley & Co. Incorporated.
**99.4 -- Consent of Smith Barney Inc.
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*Filed herewith.
**Incorporated by reference to the Registration Statement on Form S-4 of
Williams (File No. 333-44963)
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Exhibit 5.1
[Letterhead of Jones Day Reavis & Pogue]
March 17, 1998
The Williams Companies Inc.
One Williams Center
Tulsa, Oklahoma 74172
Re: Shares of Common Stock, par value $1.00 per share, of The
Williams Companies Inc. Issued in Connection with the Merger
of TML Acquisition Corp. into MAPCO Inc.
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Gentlemen:
We have acted as counsel for The Williams Companies Inc., a
Delaware corporation (the "Company"), in connection with the Agreement and
Plan of Merger, dated as of November 23, 1997, and amended as of January 25,
1998 (the "Merger Agreement"), among the Company, MAPCO Inc., a Delaware
corporation ("MAPCO"), and TML Acquisition Corp., a Delaware corporation
("Sub"), pursuant to which Sub will be merged with and into MAPCO (the
"Merger"). In connection with the Merger Agreement, the Company has filed with
the Securities and Exchange Commission, pursuant to the Securities Act of 1933
(the "Securities Act"), a Registration Statement on Form S-4 (the "Registration
Statement") relating to shares of common stock, par value $1.00 per share, of
the Company to be issued in connection with the Merger (the "Shares").
In our capacity as counsel to the Company, we have examined
such documents, records and matters of law as we have deemed necessary for
purposes of this opinion, and based thereon we are of the opinion that the
Shares have been duly authorized and, when issued and delivered pursuant to the
Merger Agreement as provided therein, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the prospectus constituting a part of such Registration
Statement. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Jones Day Reavis & Pogue
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Williams Companies, Inc. on Form S-4, being filed pursuant to Rule 462(b),
of our report dated January 27, 1997 (which report expresses an unqualified
opinion and includes an explanatory paragraph referring to litigation in which
MAPCO, Inc. ("MAPCO") is a defendant relating to an explosion in April 1992),
appearing in the Annual Report on Form 10-K of MAPCO for the year ended
December 31, 1996 and to the references to us under the headings "Selected
Financial Data" and "Experts" in the Registration Statement (Form S-4 No.
333-44963) and related Joint Proxy Statement/Prospectus, incorporated by
reference in this Registration Statement.
On March 4, 1998 we consented to the incorporation by reference in certain
MAPCO registration statements (not including this Registration Statement) of
our report dated January 27, 1998 (March 3, 1998, as to Notes 2 and 16) with
respect to the consolidated financial statements and financial statement
schedules of MAPCO, which report includes explanatory paragraphs relating to
certain litigation to which MAPCO is a defendant and MAPCO's change in its
method of accounting for business process reengineering activities to conform
to the consensus reached by the Emerging Issues Task Force in Issue 97-13,
appearing in MAPCO's Annual Report on Form 10-K for the year ended December 31,
1997.
Deloitte & Touche LLP
Tulsa, Oklahoma
March 17, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-4 No. 333- ) of The Williams Companies, Inc. for the registration
of 1,400,000 shares of common stock of our report dated February 10, 1997, with
respect to the consolidated financial statements and schedule of The Williams
Companies, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996 and our report dated February 13, 1998, with respect to the
consolidated financial statements of The Williams Companies, Inc. for the year
ended December 31, 1997, included in its current Report on Form 8-K dated
February 20, 1998, filed with the Securities and Exchange Commission. We also
consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4 No. 333-44963) and related Joint Proxy
Statement/Prospectus, incorporated by reference in this Registration Statement
(Form S-4 No. 333- ).
ERNST & YOUNG LLP
Tulsa, Oklahoma
March 12, 1998
