<PAGE> 1
As filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
Registration No. 333-07851
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED OCTOBER 4, 1996)
WILLIAMS-SONOMA, INC.
U.S. $40,000,000
5 1/4% CONVERTIBLE SUBORDINATED NOTES
DUE APRIL 15, 2003
This Prospectus Supplement supplements information contained in that
certain Prospectus dated October 4, 1996 (the "Prospectus") relating to the
potential sale from time to time of up to $40,000,000 aggregate amount of Notes
and the Common Stock issuable upon conversion thereof by the Selling
Securityholders. This Prospectus Supplement is not complete without, and may not
be delivered or utilized except in connection with, the Prospectus. Capitalized
terms used herein but not defined have the meanings assigned to such terms in
the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Securityholders" with respect to the Selling
Securityholders and the respective principal amounts of Notes and Common Stock
issuable upon conversion thereof beneficially owned by such Selling
Securityholder that may be offered pursuant to the Prospectus:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTES NUMBER OF SHARES
NAME OF SELLING SECURITYHOLDER OWNED AND OFFERED HEREBY OFFERED HEREBY(1)(2)
- -------------------------------------------------- --------------------------- ---------------------
<S> <C> <C>
Credit Suisse First Boston Corp. $ 4,250,000 162,835
Forest Fulcrum Fund LP(3) 2,000,000 76,628
Millenium Trading Co., L.P. 1,000,000 38,314
Everen Securities Inc. 700,000 26,819
GPZ Trading 500,000 19,157
WG Trading Company Limited Partnership 250,000 9,578
</TABLE>
Because the Selling Securityholders listed above and in the Prospectus
under the caption "Selling Securityholders" may, pursuant to the Prospectus, as
supplemented, offer all or some portion of the Notes or Shares, no estimate can
be given as to the amount of Notes or Shares held by the Selling Securityholders
upon termination of any such sales.
Furthermore, the Selling Securityholders identified in the table set forth
in the Prospectus under the caption "Selling Securityholders" in the Prospectus
may have sold, transferred or otherwise disposed of all or a portion of their
Notes since the date on which they provided the Company with information
regarding their Notes, and the Company has not made any independent inquiries as
to the foregoing.
- ---------------
(1) Assumes a conversion price of $26.10 per share, and a cash payment in lieu
of any fractional share interest.
(2) Each Selling Securityholder listed herein holds less than 1% of the Common
Stock outstanding upon conversion of their Notes.
(3) The line item "Forest Fulcrum Fund LP .... $5,000,000
.... 12.50% .... 191,570" contained in the table set forth in the Prospectus
under the caption "Selling Securityholders" is deleted in its entirety.
UNLESS OTHERWISE NOTED, ALL INFORMATION PROVIDED IN THIS PROSPECTUS SUPPLEMENT
IS AS OF APRIL 11, 1997.
