SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 1995
TEXAS GAS TRANSMISSION CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-4169 61-0405152
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3800 Frederica Street, Owensboro, Kentucky 42301
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (502) 926-8686
<PAGE>
Item 4. Change in Registrant's Certifying Accountant.
On April 18, 1995, Transco Energy Company ("Transco") notified
Arthur Andersen LLP ("Arthur Andersen") that it is replacing Arthur
Andersen with Ernst & Young LLP ("Ernst & Young"), the independent public
accountants of The Williams Companies, Inc. ("Williams"), for Transco and
certain of its subsidiaries, including Texas Gas Transmission Corporation
(the "Company").
On December 12, 1994, Transco entered into an Agreement and Plan of
Merger, which was amended on February 17, 1995 (the "Merger Agreement"),
with Williams and a wholly-owned subsidiary of Williams ("Sub") pursuant
to which Williams accepted for payment 24,600,000 shares of common stock
of Transco, par value $.50 per share, for $17.50 per share in cash as the
first step in acquiring the entire equity interest of Transco. A merger
of Transco and Sub will be consummated on the terms and subject to the
conditions set forth in the Merger Agreement, and as a result, Transco and
the Company will become wholly-owned subsidiaries of Williams on or about
May 1, 1995.
Transco's Audit Committee did not participate in or approve the
decision to change independent public accountants. On January 22, 1995,
the Williams Audit Committee recommended to the Williams Board of
Directors that Ernst & Young be appointed Williams' independent public
accountants for 1995, subject to stockholder approval. No action was
taken related to Transco or the Company.
The reports of Arthur Andersen on Transco's consolidated financial
statements for the past two years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.In connection with its
audits for the two most recent fiscal years and through April 17, 1995,
there have been no disagreements with Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen, would have caused them to make reference
in their reports on the financial statements for such years.
The Company has requested that Arthur Andersen furnish it with a
letter addressed to the Securities and Exchange Commission stating whether
or not it agrees with the statements set forth above. A copy of such
letter, dated April 19, 1995, is filed as Exhibit 16 to this Form 8-K.
The Company will engage Ernst & Young as its new independent public
accountants as of the effective date of the Merger, expected to be on or
about May 1, 1995. Arthur Andersen will continue to audit the Company's
benefit plans for approximately two years.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
TEXAS GAS TRANSMISSION CORPORATION
(Registrant)
By: /s/ Larry J. Dagley
-------------------------
Larry J. Dagley
Senior Vice President and
Chief Financial Officer
Dated: April 19, 1995
<PAGE>
Exhibit 16
ARTHUR ANDERSEN LLP LETTERHEAD
April 19, 1995
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read Item 4 included in the attached Form 8-K dated April 18,
1995 of Texas Gas Transmission Corporation filed with the Securities and
Exchange Commission and are in agreement with the statements contained
therein.
Very truly yours,
/s/Arthur Andersen LLP
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Arthur Andersen LLP
Copy to:Mr. Larry J. Dagley
Senior Vice President and Chief Financial Officer
Transco Energy Company
