<PAGE> 1
As filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
Registration No. 333-07851
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED OCTOBER 4, 1996 AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENT
NO. 1 DATED AS OF APRIL 11, 1997)
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 as supplemented by Prospectus
Supplement No. 1 dated as of April 11, 1997 (together, 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(3) OWNED AND OFFERED HEREBY OFFERED HEREBY(1)(2)
- -------------------------------------- ------------------------ ----------------------
<S> <C> <C>
Continental Assurance Company $2,800,000 107,279
Professional Assets Indemnity Ltd. 900,000 34,482
Goldman, Sachs & Co. 175,000 6,704
</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" 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.
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(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 "Everen Securities Inc. . . . $700,000 . . . 26,819" 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 JUNE 10, 1997.
