<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1997
REGISTRATION NO.
333-27359
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
TEXAS GAS TRANSMISSION CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 61-0405152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
3800 FREDERICA STREET
OWENSBORO, KENTUCKY 42301
(502) 926-8686
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
---------------------
WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copy to:
KEITH L. KEARNEY, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Debt Securities........................... (2) (2) $200,000,000 $60,607
===============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II.D under the
Securities Act of 1933.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 20, 1997
PROSPECTUS
TEXAS GAS TRANSMISSION CORPORATION
$200,000,000
DEBT SECURITIES
---------------------
Texas Gas Transmission Corporation (the "Company") may offer and sell from
time to time in one or more series unsecured debentures, notes, or other
evidences of indebtedness ("Debt Securities") with an initial offering price not
to exceed $200,000,000 in the aggregate (or the equivalent in foreign
denominated currency or units based on or related to currencies, including
European Currency Units). All specific terms of the offering and sale of the
Debt Securities, including the (a) specific designation, rights and
restrictions, and the currencies or composite currencies in which the Debt
Securities are denominated, the aggregate principal amount, the maturity, rate,
and time of payment of interest, and any conversion, exchange, redemption, or
sinking fund provisions, and (b) initial public offering price, listing on any
securities exchange, any other specific terms in connection with the offering of
the Debt Securities, and the agents, dealers, or underwriters, if any, to be
utilized in connection with the sale of the Debt Securities, will be set forth
in an accompanying Prospectus Supplement (the "Prospectus Supplement"). The Debt
Securities may be sold for U.S. dollars, foreign denominated currency or
currency units; principal of and any interest on the Debt Securities may
likewise be payable in U.S. dollars, foreign denominated currency or currency
units -- in each case, as the Company specifically designates. The managing
underwriters with respect to each series sold to or through underwriters will be
named in the Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Debt Securities may be offered through dealers, through underwriters,
or through agents designated from time to time as set forth in the Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter, or the purchase price less commission in the case of an agent -- in
each case, less other expenses attributable to issuance and distribution. See
"Plan of Distribution" for possible indemnification arrangements for dealers,
underwriters, and agents.
This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy any of the Debt Securities other than the Debt Securities
described in the accompanying Prospectus Supplement.
---------------------
The date of this Prospectus is , 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Debt Securities offered hereby. Certain portions of the Registration
Statement have not been included in this Prospectus as permitted by the
Commission's rules and regulations. For further information, reference is made
to the Registration Statement and the exhibits thereto. The Company is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports and
other information with the Commission. The Registration Statement (with
exhibits), as well as such reports and other information filed by the Company
with the Commission, can be inspected and copied at the public reference
facilities maintained by the Commission at its principal offices at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and its
regional offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
York 10048, or from the Commission's worldwide web site at http://www.sec.gov.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
---------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any underwriter, dealer, or agent. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
an implication that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the Debt Securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, ("Form 10-K") and the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997 ("Form 10-Q"), filed by the Company with
the Commission under the Exchange Act are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement in
this Prospectus or in any subsequently filed document that also is or is deemed
to be incorporated by reference modifies or replaces such statement.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to:
Texas Gas Transmission Corporation, 3800 Frederica Street, Owensboro, Kentucky
42301, Attention: General Counsel, (502) 926-8686.
1
<PAGE> 4
REPORTS TO HOLDERS OF DEBT SECURITIES
The Company is not required to publish annual and quarterly reports to
holders of Debt Securities. The Company's annual report on Form 10-K containing
audited financial statements will be provided to holders of Debt Securities upon
request.
---------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, IF ANY, MAY OVERALLOT
OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBT
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON ANY EXCHANGES ON WHICH THE
DEBT SECURITIES ARE LISTED, IN THE OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
The Company is an interstate natural gas transmission company that owns and
operates a natural gas pipeline system originating in the Louisiana Gulf Coast
area and in East Texas and running generally north and east through Louisiana,
Arkansas, Mississippi, Tennessee, Kentucky, and Indiana and into Ohio, with
smaller diameter lines extending into Illinois. The Company's direct market area
encompasses eight states in the South and Midwest and includes the Memphis,
Tennessee; Louisville, Kentucky; Cincinnati and Dayton, Ohio; and Indianapolis,
Indiana, metropolitan areas. The Company also has indirect market access to the
Northeast through interconnections with unaffiliated pipelines. The Company's
transmission activities are subject to regulation by the Federal Energy
Regulatory Commission ("FERC") under the Natural Gas Act of 1938 and under the
Natural Gas Policy Act of 1978.
The Company was formerly a wholly owned, indirect subsidiary of Transco
Energy Company, which The Williams Companies, Inc. ("Williams") acquired on
January 18, 1995. Following the acquisition, direct ownership of the Company was
transferred to Williams.
The Company was incorporated in Delaware in 1945. The Company's principal
executive offices are located at 3800 Frederica Street, Owensboro, Kentucky
42301 (telephone: (502) 926-8686).
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, including repayment of outstanding debt. The Company anticipates that
it may raise additional funds from time to time through debt financings,
including sale of additional Debt Securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table represents the Company's ratio of earnings to fixed
charges for the periods shown.
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
- ------------------------------------------------------- --------------------------------------------------
FOR THE YEAR FOR THE PERIOD FOR THE PERIOD FOR THE YEARS
FOR THE QUARTER ENDED JANUARY 18, 1995, JANUARY 1, 1995 ENDED DECEMBER 31,
ENDED MARCH 31, DECEMBER 31, TO DECEMBER 31, TO JANUARY 17, --------------------------------
1997(A) 1996 1995 1995 1994 1993 1992
- --------------- ----------------- ----------------- --------------- ---- ------------------ ----
<C> <C> <C> <C> <C> <C> <C>
8.51 4.33 3.10 (b) 2.97 3.49 3.42
</TABLE>
- ---------------
(a) Based on current rate structure, the Company experiences higher
operating income in the first and fourth quarters as compared to the
second and third quarters.
(b) Earnings were inadequate to cover fixed charges for the period January
1, 1995 to January 17, 1995, by $1.4 million.
2
<PAGE> 5
For the purpose of this ratio: (i) earnings consist of income or loss
before fixed charges and income taxes for the Company and (ii) fixed charges
consist of interest and debt expense on all indebtedness (without reduction for
interest capitalized) and that portion of rental payments on operating leases
estimated to represent an interest factor for the Company.
SELECTED FINANCIAL DATA
The following income statement, balance sheet, and cash flow data for the
quarter ended March 31, 1997, have been derived from the Company's unaudited,
consolidated financial statements included in the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, incorporated herein by
reference. The income statement and cash flow data for the years 1994 through
1996 and the balance sheet data for 1995 and 1996 have been derived from the
Company's audited financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996, incorporated herein by
reference. The income statement and cash flow data for 1993 and 1992 and the
balance sheet data for 1994, 1993, and 1992 set forth below have been derived
from audited financial statements of the Company previously filed with the
Commission but not incorporated by reference. The acquisition of Transco Energy
Company and its subsidiaries, including the Company, by Williams was accounted
for by using the purchase method of accounting. Accordingly, the purchase price
was "pushed down" and included in the following selected data beginning January
18, 1995, which affects the comparability of the post-acquisition and pre-
acquisition financial data. The selected financial data should be read in
conjunction with such financial statements, the notes thereto, and the related
management's narrative analysis of the results of operations.
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
---------------------------------------------- ------------------------------------
FOR THE FOR THE PERIOD FOR THE PERIOD FOR THE
QUARTER FOR THE YEAR JANUARY 18, JANUARY 1, YEARS ENDED
ENDED ENDED 1995 TO 1995 TO DECEMBER 31,
MARCH 31, DECEMBER 31, DECEMBER 31, JANUARY 17, ------------------
1997 1996 1995 1995 1994 1993 1992
------------- ------------ --------------- --------------- ---- ---- ----
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Operating revenues.................... $108 $360 $323 $19 $410 $465 $464
Operating income (loss)............... $ 42 $ 81 $ 62 $(1) $ 72 $ 82 $ 76
Common stock equity in net income
(loss).............................. $ 24 $ 46 $ 28 $(3) $ 32 $ 39 $ 41
Net cash provided by (used in) operating
activities............................ $ 27 $ 85 $154 $(6) $ 13 $ 43 $ 79
</TABLE>
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
------------------------------------------ --------------------------------
DECEMBER 31, DECEMBER 31,
MARCH 31, ---------------------------- --------------------------------
1997 1996 1995 1994 1993 1992
---------- ------------ ------------ ------ ------------ ------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Property, plant & equipment-net....... $ 892 $ 894 $ 899 $ 656 $ 662 $ 674
Total assets.......................... $1,293 $1,307 $1,398 $1,055 $1,132 $1,140
Long-term debt, less current
maturities(i)....................... $ 253 $ 254 $ 256 $ 246 $ 99 $ 248
Common stockholder's equity........... $ 684 $ 685 $ 745 $ 613 $ 607 $ 603
</TABLE>
- ---------------
(i) For financial statement reporting purposes, a $100 million current debt
obligation has been classified as noncurrent at March 31, 1997, and December
31, 1996, based on the Company's intent and ability to refinance on a
long-term basis.
3
<PAGE> 6
BUSINESS
PIPELINE SYSTEM AND CUSTOMERS
The Company's natural gas pipeline system, having a mainline delivery
capacity of approximately 2.8 billion cubic feet (Bcf) of gas per day, is
composed of approximately 6,000 miles of mainline and branch transmission
pipelines and 32 compressor stations having a sea-level-rated capacity totaling
approximately 549,000 horsepower. The Company owns and operates natural gas
storage reservoirs in 10 underground storage fields located on or near its
pipeline system and/or market areas.
The Company transports natural gas to customers in Louisiana, Arkansas,
Mississippi, Tennessee, Kentucky, Indiana, Illinois, and Ohio and to customers
in the Northeast served indirectly by the Company. The Company transports gas
for approximately 133 distribution companies and municipalities for resale to
residential, commercial, and industrial users and provides transportation
services to approximately 102 industrial customers located along the system. The
Company has transportation contracts with approximately 559 shippers.
Transportation shippers include distribution companies, municipalities,
intrastate pipelines, direct industrial users, electrical generators, marketers,
and producers. In 1996, the Company did not have any customer accounting for
more than ten percent of total operating revenues. The Company's firm
transportation agreements are generally long-term agreements with various
expiration dates and account for the major portion of the Company's business.
Additionally, the Company offers interruptible transportation and storage
services under agreements that are generally short term.
OPERATING STATISTICS
The following table summarizes the Company's total system delivery data for
the periods shown (expressed in trillion British thermal units [TBtu]):
<TABLE>
<CAPTION>
QUARTER YEAR ENDED
ENDED DECEMBER 31,
MARCH 31, ------------------------------
1997 1996 1995 1994
--------- ----- ------------ -----
<S> <C> <C> <C> <C>
System Deliveries............................ 226.2 794.5 693.3 807.4
===== ===== ===== =====
Average Daily Transportation Volumes......... 2.5 2.2 1.9 2.2
Average Daily Firm Reserved Capacity......... 2.7 2.1 2.0 2.1
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute senior debt of the Company and will be
issued under an indenture (the "Indenture"), between the Company and The Bank of
New York, as Trustee (the "Trustee"). The form of the Indenture is filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
following summary of certain provisions of the Indenture and the Debt Securities
does not purport to be complete, and such summary is subject to the detailed
provisions of the Indenture to which reference is hereby made for a full
description of such provisions, including the definition of certain terms used
herein, and for other information regarding the Debt Securities. Numerical
references in parentheses below are to sections in the Indenture. Wherever
particular sections or defined terms of the Indenture are referred to, such
sections or defined terms are incorporated herein by reference as part of the
statement made, and the statement is qualified in its entirety by such
reference. The Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement are referred to herein as "Offered Debt Securities." The
Indenture does not contain any covenant or provision that affords debt holders
protection in the event of a highly leveraged transaction.
4
<PAGE> 7
CERTAIN DEFINITIONS
Certain terms defined in the Indenture are summarized as follows:
"Attributable Debt" means, with respect to any sale and lease-back
transaction as of any particular time, the present value discounted at a
rate of interest implicit in the terms of the lease of the obligations of
the lessee under such lease for net rental payments during the remaining
term of the lease (including any period for which such lease has been
extended or may, at the option of the Company, be extended).
"Consolidated Funded Indebtedness" means the aggregate of all
outstanding Funded Indebtedness of the Company and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles.
"Consolidated Net Tangible Assets" means the total assets appearing on
a consolidated balance sheet of the Company and its consolidated
Subsidiaries less, in general: (i) intangible assets; (ii) current and
accrued liabilities (other than Consolidated Funded Indebtedness and
capitalized rentals or leases), deferred credits, deferred gains and
deferred income; and (iii) reserves.
"Funded Indebtedness" means any Indebtedness that matures more than
one year after the date as of which Funded Indebtedness is being determined
less any such Indebtedness as will be retired through or by means of any
deposit or payment required to be made within one year from such date under
any prepayment provision, sinking fund, purchase fund, or otherwise.
"Holder" means, in general, a Person in whose name the Debt Securities
are registered, or, if not registered, the bearer thereof.
"Indebtedness" means indebtedness that is for money borrowed from
others.
"Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof.
"Principal Property" means any natural gas pipeline, gathering
property, or natural gas processing plant located in the United States,
except any such property that in the opinion of the Board of Directors is
not of material importance to the total business conducted by the Company
and its consolidated Subsidiaries; provided that "Principal Property" shall
not include (i) production and proceeds from production from gas processing
plants or oil or natural gas or petroleum products in any pipeline or
storage field and (ii) any property acquired or constructed by any
Subsidiary of the Company after December 31, 1996.
"Subsidiary" means any corporation at least a majority of the
outstanding securities of which having ordinary voting power shall be owned
by the Company and/or another Subsidiary or Subsidiaries.
GENERAL
The Indenture does not limit the amount of Debt Securities, debentures,
notes, or other evidences of indebtedness that may be issued by the Company or
any of its Subsidiaries. The Debt Securities will be unsecured senior
obligations of the Company and will rank pari passu with all existing and future
unsubordinated and unsecured obligations of the Company.
The Indenture provides that Debt Securities may be issued from time to time
in one or more series and may be denominated and payable in foreign currencies
or units based on or relating to foreign currencies, including European Currency
Units. Special United States federal income tax considerations applicable to any
Debt Securities so denominated are described in the relevant Prospectus
Supplement.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Offered Debt Securities (to the extent such
terms are applicable to such Debt Securities): (i) the specific designation,
aggregate principal amount, purchase price, and denomination; (ii) currency or
units based on or relating to currencies in which such Debt Securities are
denominated and/or in which principal, premium, if
5
<PAGE> 8
any, and/or any interest will or may be payable; (iii) any date of maturity;
(iv) interest rate or rates (or method by which such rate will be determined),
if any; (v) the dates on which any such interest will be payable; (vi) the place
or places where the principal of and interest, if any, on the Offered Debt
Securities will be payable; (vii) any redemption or sinking fund provisions;
(viii) whether the Offered Debt Securities will be issuable in registered or
bearer form or both and, if Offered Debt Securities in bearer form are issuable,
restrictions applicable to the exchange of one form for another and to the
offer, sale, and delivery of Offered Debt Securities in bearer form; (ix) any
applicable United States federal income tax consequences, including whether and
under what circumstances the Company will pay additional amounts on Offered Debt
Securities held by a Person who is not a United States Person (as defined in the
Prospectus Supplement) in respect of any tax, assessment, or governmental charge
withheld or deducted, and if so, whether the Company will have the option to
redeem such Debt Securities rather than pay such additional amounts; and (x) any
other specific terms of the Offered Debt Securities, including any additional
events of default or covenants provided for with respect to such Debt
Securities, and any terms that may be required by or advisable under United
States laws or regulations.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer in the manner, at the places, and
subject to the restrictions set forth in the Debt Securities and the Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Debt Securities in bearer form
and the coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities that bear interest will do so at a fixed rate or a floating
rate. Debt Securities bearing no interest or interest at a rate that at the time
of issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par that are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
relevant Prospectus Supplement.
REGISTERED GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Securities (a "Registered Global Security") that
will be deposited with a depositary (the "Depositary") or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series. In
such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Securities. Unless and until
it is exchanged in whole or in part for Debt Securities in definitive registered
form, a Registered Global Security may not be transferred except as a whole by
the Depositary for such Registered Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Registered Global Security, the Depositary for such
Registered Global Security will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debt Securities
represented by such Registered Global Security to the accounts of Persons that
have accounts with such Depositary ("participants"). The accounts to be credited
shall be designated by any underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in a
Registered Global Security will be limited to participants or Persons that may
hold interests through participants. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the Depositary for such
Registered Global Security (with respect to interests of participants) or by
participants or Persons that hold
6
<PAGE> 9
through participants (with respect to interests of Persons other than
participants). So long as the Depositary for a Registered Global Security, or
its nominee, is the registered owner of such Registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or Holder of the Debt Securities represented by such Registered Global
Security for all purposes under the Indenture. Except as set forth below, owners
of beneficial interests in a Registered Global Security will not be entitled to
have the Debt Securities represented by such Registered Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of such Debt Securities in definitive form and will not be considered
the owners or Holders thereof under the Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Registered Global Security. None of
the Company, the Trustee, or any paying agent for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Registered
Global Security or for maintaining, supervising, or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium, or interest, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Registered Global Security as shown on the records
of such Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Registered Global Security held through
such participants will be governed by standing instructions and customary
practices, as is now the case with the securities held for the accounts of
customers registered in "street names" and will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by the Company within ninety days, the
Company will issue such Debt Securities in definitive form in exchange for such
Registered Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for all of
the Registered Global Security or Securities representing such Debt Securities.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. The Indenture provides that, subject to certain
exceptions, the Company will not, nor will it permit any Subsidiary to, issue,
assume, or guarantee any Indebtedness secured by a mortgage, pledge, lien,
security interest, or encumbrance ("mortgage") of, or upon any property of the
Company or any Subsidiary without effectively providing that the Debt Securities
issued thereunder shall be equally and ratably secured with such Indebtedness.
Among the exceptions are purchase money mortgages; preexisting mortgages on any
property acquired by the Company or a Subsidiary and mortgages on any property
acquired or constructed by the Company or a Subsidiary and created within one
year after completion of such acquisition or construction; mortgages created on
any contract for the sale of products or services related to the operation or
use of any property acquired or constructed within one year after completion of
such acquisition or construction; mortgages on property of a Subsidiary existing
at the time it became a Subsidiary of the Company or existing on property at the
time of acquisition thereof; and other mortgages not permitted by clauses (a) -
(y) of Section 3.6 therein in an aggregate amount which, at the time of
incurrence and together with the Attributable Debt in respect of sale and
lease-back transactions permitted by paragraph (a) of Section 3.7, does not
exceed five percent of Consolidated Net Tangible Assets. (Section 3.6)
Limitation on Sale and Lease-Back Transactions. The Indenture provides that
the Company will not, nor will it permit any Subsidiary to, sell and lease back
for more than three years any Principal Property acquired or placed into service
more than 180 days before such lease arrangement, unless (a) the lessee would be
entitled to incur Indebtedness secured by a mortgage on such Principal Property
in a principal amount
7
<PAGE> 10
equivalent to the Attributable Debt in respect of such arrangement without
equally and ratably securing the Debt Securities issued thereunder or (b) the
Company retires Funded Indebtedness or causes Funded Indebtedness to be retired
within 90 days of the effective date of such sale and lease-back transaction
equal to the net proceeds of such sale. This limitation does not apply to sale
and lease-back transactions (i) relating to industrial development or pollution
control financing or (ii) involving only the Company and any Subsidiary or
Subsidiaries, nor are such transactions included in any computation of
Attributable Debt. Notwithstanding the foregoing, the Company and its
Subsidiaries may enter into sale and lease-back transactions so long as the
total consolidated Attributable Debt in respect of such transactions does not
exceed five percent of Consolidated Net Tangible Assets. (Section 3.7)
Consolidation, Merger, Conveyance of Assets. The Indenture provides, in
general, that the Company will not consolidate with or merge into any other
corporation or convey, transfer, or lease its properties and assets
substantially as an entirety to any Person, unless the corporation formed by
such consolidation or into which the Company is merged or the Person that
acquires such assets shall expressly assume the Company's obligations under the
Indenture and the Debt Securities issued thereunder and immediately after giving
effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
happened and be continuing. (Section 8.1)
Event Risk. Except for the limitations on Liens and Sale and Leaseback
Transactions described above, the Indenture and Debt Securities do not contain
any covenants or other provisions designed to afford holders of the Debt
Securities protection in the event of a highly leveraged transaction involving
the Company.
EVENTS OF DEFAULT
In general, an Event of Default is defined under the Indenture with respect
to Debt Securities of any series issued under the Indenture as being: (a)
default in payment of any principal of the Debt Securities of such series,
either at maturity, upon any redemption, by declaration, or otherwise; (b)
default for 30 days in payment of any interest on any Debt Securities of such
series unless otherwise provided; (c) default for 90 days after written notice
in the observance or performance of any covenant or warranty in the Debt
Securities of such series (other than a covenant a default in whose performance,
or whose breach, is dealt with otherwise below); provided, however, that the
occurrence of any of the events described in this clause (c) shall not
constitute an Event of Default if such occurrence is the result of changes in
generally accepted accounting principles; or (d) certain events of bankruptcy,
insolvency, or reorganization of the Company. (Section 4.1)
In general, the Indenture provides that, (a) if an Event of Default
described in clauses (a), (b) or (c) above (if the Event of Default under clause
(c) is with respect to less than all series of Debt Securities then outstanding)
occurs, either the Trustee or the Holders of not less than 25 percent in
principal amount of the Debt Securities of each affected series (voting as one
class) issued under the Indenture and then outstanding may then declare the
entire principal of all Debt Securities of each such affected series and
interest accrued thereon to be due and payable immediately and (b) if an Event
of Default due to a default described in clause (c) above which is applicable to
all series of Debt Securities then outstanding or due to certain events of
bankruptcy, insolvency, and reorganization of the Company shall have occurred
and be continuing, the Trustee or the Holders of not less than 25 percent in
principal amount of all Debt Securities issued under the Indenture and then
outstanding (voting as one class) may declare the entire principal of all such
Debt Securities and interest accrued thereon to be due and payable immediately,
but upon certain conditions such declarations may be annulled and past defaults
may be waived (except a continuing default in payment of principal of, premium,
if any, or interest on such Debt Securities) by the Holders of a majority in
aggregate principal amount of the Debt Securities of all such affected series
then outstanding (voting as one class). (Sections 4.1 and 4.10)
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the Holders of Debt Securities (treated as one class)
issued under the Indenture before proceeding, at the request of such Holders, to
exercise any right or power under the Indenture. (Section 5.2) Subject to such
provisions in the Indenture for the indemnification of the Trustee and certain
other limitations, the Holders of a majority in aggregate principal
8
<PAGE> 11
amount of the outstanding Debt Securities of each series affected (voting as one
class) issued under the Indenture may direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee. (Section 4.9)
In general, the Indenture provides that no Holder of Debt Securities issued
under the Indenture may institute any action against the Company under the
Indenture (except actions for payment of principal or interest on or after the
due date provided) unless such Holder previously shall have given to the Trustee
written notice of default and continuance thereof and unless the Holders of not
less than 25 percent in principal amount of the Debt Securities of each affected
series (treated as one class) issued under the Indenture and then outstanding
shall have requested the Trustee to institute such action and shall have offered
the Trustee reasonable indemnity and the Trustee shall not have instituted such
action within 60 days of such request and the Trustee shall not have received
direction inconsistent with such written request by the Holders of a majority in
principal amount of the Debt Securities of each affected series (treated as one
class) issued under the Indenture and then outstanding. (Sections 4.6, 4.7, and
4.9)
The Indenture contains a covenant that the Company will file annually with
the Trustee a certificate of no default or a certificate specifying any default
that exists. (Section 3.5)
DISCHARGE, DEFEASANCE, AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under the Indenture as
set forth below. (Section 9.1)
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to Holders of any series of Debt Securities issued under the
Indenture which have not already been delivered to the Trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee cash or, in the case of Debt Securities
payable only in United States dollars, United States Government Obligations (as
defined in the Indenture) as trust funds in an amount certified to be sufficient
to pay at maturity (or upon redemption) the principal of and interest on such
Debt Securities.
The Company may also, upon satisfaction of the conditions listed below,
discharge certain obligations to Holders of any series of Debt Securities issued
under the Indenture at any time ("defeasance"). Under terms satisfactory to the
Trustee, the Company may instead be released with respect to any outstanding
series of Debt Securities issued under the Indenture from the obligations
imposed by Sections 3.6, 3.7, and 8.1, (which contain the covenants described
above limiting liens, sale and lease-back transactions, consolidations, mergers,
and conveyances of assets), and omit to comply with such Sections without
creating an Event of Default ("covenant defeasance"). Defeasance or covenant
defeasance may be effected only if, among other things: (i) the Company
irrevocably deposits with the Trustee cash or, in the case of Debt Securities
payable only in United States dollars, United States Government Obligations, as
trust funds in an amount certified to be sufficient to pay at maturity (or upon
redemption) the principal of and interest on all outstanding Debt Securities of
such series issued under such Indenture; and (ii) the Company delivers to the
Trustee an opinion of counsel to the effect that the Holders of such series of
Debt Securities will not recognize income, gain, or loss for United States
federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner, and at the same times as would have been the case
if defeasance or covenant defeasance had not occurred (in the case of a
defeasance, such opinion must be based on a ruling of the United States Internal
Revenue Service or a change in United States federal income tax law occurring
after the date of the Indenture, since such a result would not occur under
current tax law).
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures (which conform to the provisions of the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act of 1939")) without the consent
of the Holders to, in general: (a) secure any Debt Securities; (b) evidence the
assumption by a successor Person of the obligations of the Company; (c) add
further covenants for the
9
<PAGE> 12
protection of the Holders; (d) cure any ambiguity or correct any inconsistency
in the Indenture, so long as such action will not adversely affect the interests
of the Holders; (e) establish the form or terms of Debt Securities of any
series; and (f) evidence the acceptance of appointment by a successor trustee.
(Section 7.1)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than the majority in
principal amount of Debt Securities of all series issued under the Indenture
then outstanding and affected (voting as one class) to, in general, add any
provisions to, or change in any manner or eliminate any of the provisions of,
the Indenture or modify in any manner the rights of the Holders of the Debt
Securities of each series so affected; provided that such changes conform to
provisions of the Trust Indenture Act of 1939 and provided that the Company and
the Trustee may not, without the consent of each Holder of outstanding Debt
Securities affected thereby, (a) extend the final maturity of the principal of
any Debt Securities, or reduce the principal amount thereof or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest thereon
is payable, or reduce the amount of any original issue discount security payable
upon acceleration or provable in bankruptcy or alter certain provisions of the
Indenture relating to Debt Securities not denominated in U.S. dollars or for
which conversion to another currency is required to satisfy the judgment of any
court, or impair the right to institute suit for the enforcement of any payment
on any Debt Securities when due or (b) reduce the aforesaid percentage in
principal amount of Debt Securities of any series issued under such Indenture,
the consent of the Holders of which is required for any such modification.
(Section 7.2)
CONCERNING THE TRUSTEE
The Trustee is one of a number of banks with which the Company and its
affiliates maintain ordinary banking relationships and with which the Company
and its affiliates maintain credit facilities.
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
Except as may otherwise be provided in the Prospectus Supplement applicable
thereto, in compliance with United States federal income tax laws and
regulations, Bearer Debt Securities (including Bearer Debt Securities in global
form) will not be offered, sold, resold or delivered, directly or indirectly, in
the United States or its possessions or to United States persons (as defined
below), except as permitted by United States Treasury Regulations Section
1.163-5(c)(2)(i)(D). Any underwriters, agents and dealers participating in the
offerings of Bearer Debt Securities, directly or indirectly, must agree that (i)
they will not, in connection with the original issuance of any Bearer Debt
Securities or during the restricted period, as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7) (the "restricted period"), offer,
sell, resell or deliver, directly or indirectly, any Bearer Debt Securities in
the United States or its possessions or to United States persons (other than as
permitted by the applicable Treasury Regulations described above). In addition,
any such underwriters, agents and dealers must have procedures reasonably
designed to ensure that its employees or agents who are directly engaged in
selling Bearer Debt Securities are aware of the above restrictions on the
offering, sale, resale or delivery of Bearer Debt Securities. Moreover, Bearer
Debt Securities (other than temporary global Debt Securities and Bearer Debt
Securities that satisfy the requirements of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(ii)) and any coupons appertaining thereto will
not be delivered in definitive form nor will any interest be paid on any Bearer
Debt Securities, unless the Company has received a signed certificate in writing
(or an electronic certificate described in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii) stating that on such date such Bearer Debt
Security (i) is owned by a person that is not a United States person, (ii) is
owned by a United States person that (a) is a foreign branch of a United States
financial institution (as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (b) is acquiring such Bearer Debt Securities through a foreign
branch of a United States financial institution and who holds the Bearer Debt
Security through such financial institution through such date (and in either
case (a) or (b), each such United States financial institution agrees, on its
own behalf or through its agent, that the Company may be advised that it will
comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the United
States Internal Revenue Code, and the regulations thereunder) or (iii) is owned
by a United
10
<PAGE> 13
States or foreign financial institution for the purposes of resale during the
restricted period and such financial institution certifies that it has not
acquired the Bearer Debt Security for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.
Bearer Securities (other than temporary global Debt Securities) and any
Coupons appertaining thereto will bear a legend substantially to the following
effect: "Any United States person who holds this obligation will be subject to
limitations under the United States federal income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the United States
Internal Revenue Code." The sections referred to in such legend provide that a
United States person (other than a United States financial institution described
above or United States person holding through such a financial institution) who
holds a Bearer Security or coupon will not be allowed to deduct any loss
realized on the sale, exchange, or redemption of such Bearer Security and will
not be eligible for capital gain treatment with respect to any gain recognized
on such sale, exchange, or redemption.
As used herein, "United States person" means any person who is, for United
States federal income tax purposes, a citizen, national, or resident of the
United States, a corporation, partnership, or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
PLAN OF DISTRIBUTION
The Company may sell the Offered Debt Securities in the following ways: (i)
through agents; (ii) through underwriters; (iii) through dealers; and (iv)
directly to purchasers.
Offers to purchase the Offered Debt Securities may be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act, involved in
the offer or sale of the Offered Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If any underwriters are utilized in the sale, the Company will enter into
an underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set forth
in the Prospectus Supplement, which will be used by the underwriters to make
resales to the public of the Offered Debt Securities in respect of which this
Prospectus is delivered.
If a dealer is utilized in the sale of the Offered Debt Securities in
respect of which this Prospectus is delivered, the Company will sell such
Offered Debt Securities to the dealer, as principal. The dealer may then resell
such Offered Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale.
Agents, dealers, and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers, or underwriters may be
required to make in respect thereof. Agents, dealers, and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
The Offered Debt Securities may also be offered and sold, if so indicated
in the Prospectus Supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for the Company. Any remarketing firm will
be identified and the terms of its agreement, if any, with the Company and its
compensation will be described in the Prospectus Supplement. Remarketing firms
may be deemed to be underwriters in connection with the Offered Debt Securities
remarketed thereby. Remarketing firms may be entitled under agreements which may
be entered into with the Company to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act,
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<PAGE> 14
and may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase the Offered Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject to only those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such offers.
EXPERTS
The financial statements of the Company appearing in the Company's Annual
Report on Form 10-K at December 31, 1996 and 1995, and for the year ended
December 31, 1996, and for the periods from January 18, 1995, to December 31,
1995, and from January 1, 1995 to January 17, 1995, have been audited by Ernst &
Young LLP, independent auditors, and for the year ended December 31, 1994, by
Arthur Andersen LLP, independent public accountants, as set forth in their
respective reports included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance and upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
The consolidated financial statements and schedules of the Company included
in or incorporated by reference in any documents filed pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering will be so included or incorporated
by reference in reliance upon the reports of independent auditors pertaining to
such financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such independent auditors as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities offered hereby
will be passed upon for the Company by William G. von Glahn, Senior Vice
President and General Counsel of Williams, and for the Underwriters by Davis
Polk & Wardwell, New York, New York. Mr. von Glahn beneficially owns
approximately 28,331 shares of Williams' Common Stock and also has exercisable
options to purchase an additional 29,260 shares of Williams' Common Stock.
Pursuant to its By-laws and an indemnity agreement, Williams is required to
indemnify Mr. von Glahn to the fullest extent permitted by Delaware law against
any expenses actually and reasonably incurred by him in connection with any
action, suit, or proceeding in which he is made party by reason of his being an
officer of Williams. Williams also maintains directors' and officers' liability
insurance under which Mr. von Glahn is insured against certain expenses and
liabilities.
12
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of the fees and
expenses payable by the Company in connection with the offering described in
this Registration Statement:
<TABLE>
<CAPTION>
APPROXIMATE
AMOUNT
-----------
<S> <C>
Securities and Exchange Commission registration fee......... $ 60,607
Printing and engraving expenses............................. $ 50,000
Accounting fees............................................. $ 50,000
Blue Sky fees and expenses (including legal fees)........... $ 15,000
Legal fees and expenses..................................... $ 30,000
Trustee's fees and expenses (including legal fees).......... $ 12,000
Miscellaneous expenses...................................... $ 22,393
--------
TOTAL............................................. $240,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending, or
completed action, suit, or proceeding in which such person is made party by
reason of his being or having been a director, officer, employee, or agent of
the Company. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The By-laws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware. In
addition, Williams has entered into indemnity agreements with certain directors
and certain officers of the Company providing for, among other things, the
indemnification of and the advancing of expenses to such individuals to the
fullest extent permitted by law, and to the extent insurance is maintained, for
the continued coverage of such individuals.
Policies of insurance are maintained by Williams under which the directors
and officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits, or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits, or proceedings, to which they are
parties by reason of being or having been such directors or officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*4.1 -- Form of Indenture (filed as Exhibit 4.1 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.2 -- Form of Floating Rate Note (filed as Exhibit 4.2 to Form
S-3 Registration Statement No. 333-27359, filed May 16,
1997).
*4.3 -- Form of Fixed Rate Note (filed as Exhibit 4.3 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
*4.4 -- Form of Debenture (filed as Exhibit 4.4 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
*4.5 -- Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Form 10-K for the year ended
December 31, 1987).
*4.6 -- By-laws of the Company (filed as Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31,
1995).
5 -- Opinion and consent of counsel of The Williams Companies,
Inc., relating to the validity of the Debt Securities.
*10.1 -- Indenture dated July 1, 1992, between the Company and
Chase Manhattan Bank, Trustee, relating to 9 5/8% Notes,
due 1997 (filed as Exhibit 4.2 to Form 8-K, dated July
14, 1992).
*10.2 -- Indenture dated April 11, 1994, between the Company and
Chase Manhattan Bank, Trustee, relating to 8 5/8% Notes,
due 2004 (filed as Exhibit 4.2 to Form 8-K, dated April
13, 1994).
*10.3 -- U.S. $1,000,000,000 Amended and Restated Credit
Agreement, dated as of December 20, 1996, among Williams
and certain of its subsidiaries, and the lenders named
therein and Citibank, N.A., as agent (filed as Exhibit
4(c) to Form 10-K for the fiscal year ended December 31,
1996 of The Williams Companies, Inc.).
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 to Form S-3 Registration Statement No.
333-27359, filed May 16, 1997).
*23.1 -- Consent of Ernst & Young LLP (filed as Exhibit 23.1 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*23.2 -- Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
23.3 -- Consent of counsel (contained in Exhibit 5).
*24.1 -- Power of Attorney (filed as Exhibit 24.1 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
*24.2 -- Certified copy of resolution authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.2 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*25 -- Statement of Eligibility and Qualification on Form T-1
for the Indenture (filed as Exhibit 25 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
</TABLE>
- ---------------
* Such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
14
<PAGE> 17
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer,
or controlling person of the Company in the successful defense of any action,
suit, or proceeding) is asserted against the Company by such director, officer,
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
15
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Tulsa and State of Oklahoma on the 20th day of June,
1997.
TEXAS GAS TRANSMISSION
CORPORATION
(Registrant)
By: /s/ REBECCA H. HILBORNE
----------------------------------
Rebecca H. Hilborne
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 and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KEITH E. BAILEY* Chairman of the Board June 20, 1997
- -----------------------------------------------------
Keith E. Bailey
/s/ BRIAN E. O'NEILL* President & Chief Executive June 20, 1997
- ----------------------------------------------------- Officer (principal executive
Brian E. O'Neill officer) and Director
/s/ E. JACK RALPH* Vice President, Treasurer, & June 20, 1997
- ----------------------------------------------------- Controller (principal financial
E. Jack Ralph officer and principal accounting
officer) and Director
/s/ KIM R. COCKLIN* Director June 20, 1997
- -----------------------------------------------------
Kim R. Cocklin
/s/ GARY D. LAUDERDALE* Director June 20, 1997
- -----------------------------------------------------
Gary D. Lauderdale
/s/ NORRIS E. MCDIVITT* Director June 20, 1997
- -----------------------------------------------------
Norris E. McDivitt
/s/ LEWIS A. POSEKANY* Director June 20, 1997
- -----------------------------------------------------
Lewis A. Posekany
/s/ FRANK M. SEMPLE* Director June 20, 1997
- -----------------------------------------------------
Frank M. Semple
*By /s/ REBECCA H. HILBORNE
----------------------------------------------- June 20, 1997
Rebecca H. Hilborne
Attorney-in-Fact
</TABLE>
16
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*4.1 -- Form of Indenture (filed as Exhibit 4.1 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
*4.2 -- Form of Floating Rate Note (filed as Exhibit 4.2 to Form
S-3 Registration Statement No. 333-27359, filed May 16,
1997).
*4.3 -- Form of Fixed Rate Note (filed as Exhibit 4.3 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
*4.4 -- Form of Debenture (filed as Exhibit 4.4 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
*4.5 -- Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Form 10-K for the year ended
December 31, 1987).
*4.6 -- By-laws of the Company (filed as Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31,
1995).
5 -- Opinion and consent of counsel of The Williams Companies,
Inc., relating to the validity of the Debt Securities.
*10.1 -- Indenture dated July 1, 1992, between the Company and
Chase Manhattan Bank, Trustee, relating to 9 5/8% Notes,
due 1997 (filed as Exhibit 4.2 to Form 8-K, dated July
14, 1992).
*10.2 -- Indenture dated April 11, 1994, between the Company and
Chase Manhattan Bank, Trustee, relating to 8 5/8% Notes,
due 2004 (filed as Exhibit 4.2 to Form 8-K, dated April
13, 1994).
*10.3 -- U.S. $1,000,000,000 Amended and Restated Credit
Agreement, dated as of December 20, 1996, among Williams
and certain of its subsidiaries, and the lenders named
therein and Citibank, N.A., as agent (filed as Exhibit
4(c) to Form 10-K for the fiscal year ended December 31,
1996 of The Williams Companies, Inc.).
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 to Form S-3 Registration Statement No.
333-27359, filed May 16, 1997).
*23.1 -- Consent of Ernst & Young LLP (filed as Exhibit 23.1 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*23.2 -- Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
23.3 -- Consent of counsel (contained in Exhibit 5).
*24.1 -- Power of Attorney (filed as Exhibit 24.1 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
*24.2 -- Certified copy of resolution authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.2 to
Form S-3 Registration Statement No. 333-27359, filed May
16, 1997).
*25 -- Statement of Eligibility and Qualification on Form T-1
for the Indenture (filed as Exhibit 25 to Form S-3
Registration Statement No. 333-27359, filed May 16,
1997).
</TABLE>
- ---------------
* Such exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
17
<PAGE> 1
EXHIBIT 5
June 20, 1997
Texas Gas Transmission Corporation
3800 Frederica Street
Owensboro, Kentucky 42301
Gentlemen:
You have requested me, as General Counsel of The Williams Companies,
Inc., to render my opinion regarding certain matters in connection with the
preparation and filing of a registration statement by Texas Gas Transmission
Corporation (the "Company") on Form S-3 (the "Registration Statement") under
the Securities Act of 1933, as amended, with respect to $200,000,000 aggregate
initial offering price of debt securities ("Securities"). The Securities are
to be issued from time to time as senior indebtedness of the Company under an
indenture between the Company and The Bank of New York, as trustee (the
"Indenture"). The form of the Indenture and the Securities are filed as
exhibits to the Registration Statement.
I am familiar with the Certificate of Incorporation and the By-laws,
each as amended to date, of the Company and have examined the originals, or
copies certified or otherwise identified to my satisfaction, of corporate
records of the Company, statutes and other instruments and documents as the
basis for the opinion expressed herein. In addition, I am, or someone under my
supervision is, familiar with the forms of the Indenture and the Securities.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that, when the
Securities have been duly authorized by the Board of Directors of the Company,
the Indenture has been duly executed and delivered and the Securities have been
duly issued in accordance with the provisions of the Indenture and duly paid
for by the purchasers thereof, all required corporate action will have been
taken with respect to the issuance and sale of the Securities, and the
Securities will have been validly issued and will constitute valid and binding
obligations of the Company enforceable in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization or
other laws relative to or affecting generally the enforcement of creditor's
rights and by principles of equity.
<PAGE> 2
EXHIBIT 5
Transcontinental Gas Pipe Line Corporation
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned appearing under
the caption "Legal Matters" in the related Prospectus.
Very truly yours,
William G. von Glahn
