<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
_______________
TRANSCO ENERGY COMPANY
(Name of Subject Company)
TRANSCO ENERGY COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.50 PER SHARE
(AND ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
89353210
(CUSIP Number of Class of Securities)
DAVID E. VARNER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TRANSCO ENERGY COMPANY
P.O. BOX 1396
2800 POST OAK BLVD.
HOUSTON, TEXAS 77251 (713) 439-2388
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
ERIC S. ROBINSON, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Transco Energy
Company, a Delaware corporation (the "Company"), filed with the Securities and
Exchange Commission on December 16, 1994 (the "Schedule 14D-9"), relating to the
tender offer made by The Williams Companies, Inc., a Delaware corporation,
disclosed in a Tender Offer Statement on Schedule 14D-1 dated December 16, 1994,
to purchase up to 24,600,000 shares of the Company's common stock, par value
$.50 per share, and the associated common stock purchase rights.
11 Item 8(e) is hereby amended by adding the following:
The six complaints have been consolidated under the caption In re
Transco Energy Company Shareholders' Litigation, Consolidated C.A. No.
13918. The Delaware Court of Chancery has scheduled a hearing on the
Plaintiff's Motion for a Preliminary Injunction on January 13, 1994.
21 Item 9 is hereby amended and supplemented by adding the following exhibits:
(26) Letter to participants in the Transco Energy
Company Thrift Plan, dated December 21, 1994
(27) Letter to participants in the Texas Gas Thrift
Plan, dated December 21, 1994
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
TRANSCO ENERGY COMPANY
By /s/ David E. Varner
--------------------------
Name: David E. Varner
Title: Senior Vice President,
General Counsel and Secretary
Date: December 21, 1994
<PAGE>
IMMEDIATE ATTENTION REQUIRED
December 21, 1994
Re: Tender Offer Directions
Dear Participant in the Transco Energy Company Thrift Plan:
The attached package contains very important information about the proposed
transaction (the "Transaction") between Transco Energy Company ("Transco" or
the "Company") and The Williams Companies, Inc. ("Williams"). The Transaction
will directly affect your interest in the portion of your account(s) under the
Transco Energy Company Thrift Plan (the "Plan") that is invested in Transco
common stock ("Transco Stock"). The enclosed materials include Williams' Offer
to Purchase and Transco's Solicitation/Recommendation Statement on Schedule
14D-9, which have been furnished by Williams and the Company, respectively.
PLEASE READ ALL OF THE ENCLOSED MATERIALS CAREFULLY.
As more fully described below and in the enclosed package, the first step of
the Transaction will be a Tender Offer--that is, an offer by Williams to
purchase Transco Stock. As a participant in the Plan, you have the right to
direct Fidelity Management Trust Company, the trustee of the Plan (the
"Trustee") whether or not to tender the Transco Stock in your account(s) in the
Plan.
After reading these materials, you should complete the enclosed Direction
Form and return it in the postage-paid envelope that is provided. In order to
ensure that your directions to the Trustee remain confidential, all Direction
Forms will be returned directly to the Trustee. Your completed Direction Form
must be received before 12 midnight Eastern Standard Time on January 11, 1995.
Please note that a form that is postmarked before this deadline but actually
received after the deadline will be too late and will not be effective. Mail
your form early enough for it to be RECEIVED BY THE TRUSTEE before the
deadline.
IF YOUR DIRECTION FORM IS NOT RECEIVED BY THE TRUSTEE BEFORE 12 MIDNIGHT
EASTERN STANDARD TIME ON JANUARY 11, 1995, THE TRUSTEE WILL NOT TENDER (OFFER
TO SELL TO WILLIAMS) ANY OF THE TRANSCO STOCK HELD IN YOUR ACCOUNT(S) IN THE
PLAN, UNLESS IT DETERMINES THAT IT IS LEGALLY OBLIGATED TO DO SO.
Please note that your instructions to the Trustee will be kept confidential;
no one at Transco or Williams will be informed of your decision on how to
instruct the Trustee.
SUMMARY OF PROPOSED TRANSACTION
The proposed acquisition of Transco by Williams will take place in two steps,
each of which is more fully described in the enclosed materials:
Step One: Williams has made a TENDER OFFER to buy up to 60 percent of the
outstanding Transco Stock for $17.50 per share, subject to the conditions
described below and in the enclosed package (the "Tender Offer").
Step Two: If Williams completes its proposed purchase of Transco Stock in
the Tender Offer and the other conditions more fully described in the
enclosed package are satisfied, Williams will later acquire the remaining
outstanding Transco Stock through a MERGER of a subsidiary of Williams into
Transco (the "Merger"), in which each share of Transco Stock (other than
the shares purchased by Williams in the Tender Offer) will be converted
into 0.625 shares of Williams common stock (or a combination of Williams
common stock and cash if less than 60% of the Transco Stock is purchased by
Williams in the Tender Offer). The merger is expected to occur in the
spring of 1995. A package regarding the Merger will be mailed to Transco
stockholders after the Tender Offer is completed.
<PAGE>
At this time, you have the opportunity to determine how to respond to Step
One, the Tender Offer. By completing the attached Direction Form in accordance
with the instructions set forth below, you may direct the Trustee of the Plan
whether to tender all, some, or none of the Transco Stock held in your
account(s) in the Plan.
HOW THE TENDER OFFER WORKS
Everyone who owns Transco Stock, including employee benefit plans such as the
Plan, may tender their Transco Stock--offer to sell it to Williams. THE TENDER
OFFER IS CURRENTLY SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD
TIME, ON TUESDAY, JANUARY 17, 1995, BUT THE TENDER OFFER MAY BE EXTENDED.
PLEASE NOTE THAT YOU CANNOT TENDER THE TRANSCO STOCK IN YOUR ACCOUNTS IN THE
PLAN DIRECTLY TO WILLIAMS. INSTEAD, IF YOU WANT THAT STOCK TO BE TENDERED, YOU
MUST USE THE ENCLOSED DIRECTION FORM.
As explained in more detail in the enclosed package, there are a number of
conditions that must be met for Williams to be obligated to buy Transco Stock.
Most importantly, if the Transco Stock that is tendered to Williams by Transco
stockholders represents less than 51 percent of the outstanding Transco Stock,
Williams is not obligated to buy any Transco Stock. On the other hand, if the
Transco Stock tendered to Williams represents more than 60 percent of the
outstanding Transco Stock, then Williams will pay cash for 60 percent by
purchasing from each tendering stockholder the same percentage of the Transco
Stock tendered by each of them; and the rest of the Transco Stock tendered by
Transco stockholders will not be purchased for cash in the Tender Offer, but
will be converted into Williams common stock in the Merger as set forth below.
THUS, THERE IS NO ASSURANCE THAT ANY OR ALL OF THE TRANSCO STOCK HELD IN YOUR
ACCOUNT(S) IN THE PLAN WILL BE PURCHASED BY WILLIAMS PURSUANT TO THE TENDER
OFFER, EVEN IF YOU DIRECT THE TRUSTEE TO TENDER ALL OF THAT TRANSCO STOCK. IN
ADDITION, IF CERTAIN CONDITIONS ARE NOT MET, THERE IS NO ASSURANCE THAT ANY
TRANSCO STOCK WILL BE PURCHASED. To the extent shares in your account(s) are
sold, they will be taken pro rata from each of your account(s).
As noted above, if your Direction Form is not received by the Trustee before
12 midnight Eastern Standard Time on January 11, 1995, the Trustee will not
tender any of the Transco Stock held in your account(s) in the Plan, unless it
determines that it is legally obligated to do so.
INVESTMENT OF TENDER OFFER PROCEEDS
Williams will pay cash to the Trustee for all Transco Stock held in your
account(s) in the Plan that is actually purchased pursuant to the Tender Offer.
The proceeds will then be reinvested in the Fidelity Retirement Money Market
Portfolio ("FRMMP"). If you wish, you may then call Fidelity's Client
Information Services at 1-800-835-5098 and direct the Tender Offer proceeds
into other investments in the Plan (other than Transco Stock).
EFFECT OF TRANSACTION ON PREVIOUSLY-ANNOUNCED CHANGES
You have previously been informed of certain changes to the Plan to take
effect January 1, 1995. Because of the announcement of the Tender Offer and the
Transaction, certain modifications are being made to these changes.
First, the Company had announced that beginning January 1, 1995, it would
make matching contributions to the Plan, and 25 percent of the total Company
match would be in Transco Stock. However, during the period until the Merger
takes place or is abandoned (the "Interim Period"), the Company match will be
made all in cash, 25 percent of which will be invested in the FRMMP and
reinvested after the Merger in Williams common stock at the then-current market
price.
<PAGE>
Second, during the Interim Period, you will not be able to elect to invest
any new money in your account(s) in Transco Stock. This restriction will apply
to new contributions, transfers from other funds under the Plan, and loan
repayments. Any such amounts that you have directed to be invested in Transco
Stock will instead be invested in the FRMMP. However, if you wish, you may
direct that these amounts be invested in the other investment options (other
than Transco Stock) in accordance with existing procedures by calling
Fidelity's Client Information Services at 1-800-835-5098.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for you to use to direct the Trustee is enclosed. In order
to be effective, this form must be properly completed and returned in the
enclosed envelope in time to be received by the Trustee before 12 midnight
Eastern Standard Time on January 11, 1995. A form that is postmarked before
this deadline but actually received after the deadline will be too late and
will not be effective.
Please note the address label on the reverse side of the Direction Form; it
indicates the number of shares of Transco Stock held in your account(s) in the
Plan as of December 20, 1994.
To properly complete your Direction Form, you must do the following:
(1)On the face of the form, check Box 1 or Box 2. CHECK ONLY ONE BOX.
. CHECK BOX 1 if you want some or all of the Transco Stock held in your
account(s) in the Plan to be tendered, AND fill in the percentage of
those shares that you want to be tendered.
. CHECK BOX 2 if you do not want any of the Transco Stock held in your
account(s) in the Plan to be tendered.
(2)Turn the Direction Form over and sign and date it in the spaces
provided.
(3)Keep a copy of your Direction Form for your records.
(4) Mail the Direction Form promptly in the postage-paid envelope that is
provided. Faxed forms are not acceptable.
REMEMBER, THE TRUSTEE MUST RECEIVE YOUR FORM BEFORE 12 MIDNIGHT EASTERN
STANDARD TIME ON JANUARY 11, 1995.
Your Direction Form will be deemed irrevocable unless you send a new, later-
dated Direction Form that is received by the Trustee before 12 midnight
Eastern Standard Time on January 11, 1995 at the following address:
Fidelity Investments
Fidelity Institutional Operations Co.
P.O. Box 9109
Hingham, MA 02043-9860
In order to be effective, your later-dated Direction Form must be properly
completed, include your name, address, Social Security number, and the number
of shares held in your account(s) in the Plan as set forth on the address
label to your original Direction Form, and be received by the Trustee before
12 midnight Eastern Standard Time on January 11, 1995. Otherwise, your earlier
Direction Form will still be in effect. Additional Direction Forms and mailing
envelopes can be obtained by calling Fidelity's Client Information Services at
1-800-835-5098.
Neither the Company nor the Trustee can make recommendations to you
regarding what decision to make. However, if you have questions about the
procedure for directing the Trustee, please contact Fidelity's Client
Information Services at 1-800-835-5098. If you have questions about the terms
and conditions of the Tender Offer, please contact the Information Agent for
the Tender Offer, Morrow & Co., Inc., at 1-800-566-9058.
<PAGE>
IMMEDIATE ATTENTION REQUIRED
December 21, 1994
Re: Tender Offer Directions
Dear Participant in the Texas Gas Thrift Plan:
The attached package contains very important information about the proposed
transaction (the "Transaction") between Transco Energy Company ("Transco" or
the "Company") and The Williams Companies, Inc. ("Williams"). The Transaction
will directly affect your interest in the portion of your account(s) under the
Texas Gas Thrift Plan (the "Plan") that is invested in Transco common stock
("Transco Stock"). The enclosed materials include Williams' Offer to Purchase
and Transco's Solicitation/Recommendation Statement on Schedule 14D-9, which
have been furnished by Williams and the Company, respectively. PLEASE READ ALL
OF THE ENCLOSED MATERIALS CAREFULLY.
As more fully described below and in the enclosed package, the first step of
the Transaction will be a Tender Offer--that is, an offer by Williams to
purchase Transco Stock. As a participant in the Plan, you have the right to
direct Liberty National Bank and Trust Company, the trustee of the Plan (the
"Trustee") whether or not to tender the Transco Stock in your account(s) in the
Plan.
After reading these materials, you should complete the enclosed Direction
Form and return it in the postage-paid envelope that is provided. In order to
ensure that your directions to the Trustee remain confidential, all Direction
Forms will be returned directly to the Trustee. Your completed Direction Form
must be received before 12 midnight Eastern Standard Time on January 11, 1995.
Please note that a form that is postmarked before this deadline but actually
received after the deadline will be too late and will not be effective. Mail
your form early enough for it to be received by the Trustee before the
deadline.
IF YOUR DIRECTION FORM IS NOT RECEIVED BY THE TRUSTEE BEFORE 12 MIDNIGHT
EASTERN STANDARD TIME ON JANUARY 11, 1995, THE TRUSTEE WILL NOT TENDER (OFFER
TO SELL TO WILLIAMS) ANY OF THE TRANSCO STOCK HELD IN YOUR ACCOUNT(S) IN THE
PLAN, UNLESS IT DETERMINES THAT IT IS LEGALLY OBLIGATED TO DO SO.
Please note that your instructions to the Trustee will be kept confidential;
no one at Transco or Williams will be informed of your decision on how to
instruct the Trustee.
SUMMARY OF PROPOSED TRANSACTION
The proposed acquisition of Transco by Williams will take place in two steps,
each of which is more fully described in the enclosed materials:
Step One: Williams has made a TENDER OFFER to buy up to 60 percent of the
outstanding Transco Stock for $17.50 per share, subject to the conditions
described below and in the enclosed package (the "Tender Offer").
Step Two: If Williams completes its proposed purchase of Transco Stock in
the Tender Offer and the other conditions more fully described in the
enclosed package are satisfied, Williams will later acquire the remaining
outstanding Transco Stock through a MERGER of a subsidiary of Williams into
Transco (the "Merger"), in which each share of Transco Stock (other than
the shares purchased by Williams in the Tender Offer) will be converted
into 0.625 shares of Williams common stock (or a combination of Williams
common stock and cash if less than 60% of the Transco Stock is purchased by
Williams in the Tender Offer). The merger is expected to occur in the
spring of 1995. A package regarding the Merger will be mailed to Transco
stockholders after the Tender Offer is completed.
At this time, you have the opportunity to determine how to respond to Step
One, the Tender Offer. By completing the attached Direction Form in accordance
with the instructions set forth below, you may direct
<PAGE>
the Trustee of the Plan whether to tender all, some, or none of the Transco
Stock held in your account(s) in the Plan.
HOW THE TENDER OFFER WORKS
Everyone who owns Transco Stock, including employee benefit plans such as the
Plan, may tender their Transco Stock--offer to sell it to Williams. THE TENDER
OFFER IS CURRENTLY SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD
TIME, ON TUESDAY, JANUARY 17, 1995, BUT THE TENDER OFFER MAY BE EXTENDED.
PLEASE NOTE THAT YOU CANNOT TENDER THE TRANSCO STOCK IN YOUR ACCOUNTS IN THE
PLAN DIRECTLY TO WILLIAMS. INSTEAD, IF YOU WANT THAT STOCK TO BE TENDERED, YOU
MUST USE THE ENCLOSED DIRECTION FORM.
As explained in more detail in the enclosed package, there are a number of
conditions that must be met for Williams to be obligated to buy Transco Stock.
Most importantly, if the Transco Stock that is tendered to Williams by Transco
stockholders represents less than 51 percent of the outstanding Transco Stock,
Williams is not obligated to buy any Transco Stock. On the other hand, if the
Transco Stock tendered to Williams represents more than 60 percent of the
outstanding Transco Stock, then Williams will pay cash for 60 percent by
purchasing from each tendering stockholder the same percentage of the Transco
Stock tendered by each of them; and the rest of the Transco Stock tendered by
Transco stockholders will not be purchased for cash in the Tender Offer, but
will be converted into Williams common stock in the Merger as set forth below.
THUS, THERE IS NO ASSURANCE THAT ANY OF THE TRANSCO STOCK HELD IN YOUR
ACCOUNT(S) IN THE PLAN WILL BE PURCHASED BY WILLIAMS PURSUANT TO THE TENDER
OFFER, EVEN IF YOU DIRECT THE TRUSTEE TO TENDER ALL OF THAT TRANSCO STOCK. IN
ADDITION, IF CERTAIN CONDITIONS ARE NOT MET, THERE IS NO ASSURANCE THAT ANY
TRANSCO STOCK WILL BE PURCHASED. To the extent shares in your account(s) are
sold, they will be taken pro rata from each of your account(s).
As noted above, if your Direction Form is not received by the Trustee before
12 midnight Eastern Standard Time on January 11, 1995, the Trustee will not
tender any of the Transco Stock held in your account(s) in the Plan, unless it
determines that it is legally obligated to do so.
INVESTMENT OF TENDER OFFER PROCEEDS
Williams will pay cash to the Trustee for all Transco Stock held in your
account(s) in the Plan that is actually purchased pursuant to the Tender Offer.
The proceeds will then be reinvested in the Fidelity Retirement Money Market
Portfolio ("FRMMP"). If you wish, you may then call Fidelity's Client
Information Services at 1-800-354-6542 and direct the Tender Offer proceeds
into other investments in the Plan (other than Transco Stock).
EFFECT OF TRANSACTION ON PREVIOUSLY-ANNOUNCED CHANGES
You have previously been informed of certain changes to the Plan to take
effect January 1, 1995. Because of the announcement of the Tender Offer and the
Transaction, certain modifications are being made to these changes.
First, the Company had announced that beginning January 1, 1995, it would
increase matching contributions to the Plan, and 25 percent of the total
Company match would be in Transco Stock. However, during the period until the
Merger takes place or is abandoned (the "Interim Period"), the Company match
will be made all in cash, 25 percent of which will be invested in the FRMMP and
reinvested after the Merger in Williams common stock at the then-current market
price.
Second, during the Interim Period, you will not be able to elect to invest
any new money in your account(s) in Transco Stock. This restriction will apply
to new contributions, transfers from other funds under the Plan, and loan
repayments. Any such amounts that you have directed to be invested in Transco
Stock
<PAGE>
will instead be invested in the FRMMP. However, if you wish, you may direct
that these amounts be invested in the other investment options (other than
Transco Stock) in accordance with existing procedures by calling Fidelity's
Client Information Services at 1-800-354-6542.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for you to use to direct the Trustee is enclosed. In order
to be effective, this form must be properly completed and returned in the
enclosed envelope in time to be received by the Trustee before 12 midnight
Eastern Standard Time on January 11, 1995. A form that is postmarked before
this deadline but actually received after the deadline will be too late and
will not be effective.
Please note the address label on the reverse side of the Direction Form; it
indicates the number of shares of Transco Stock held in your account(s) in the
Plan as of December 20, 1994.
To properly complete your Direction Form, you must do the following:
(1) On the face of the form, check Box 1 or Box 2. CHECK ONLY ONE BOX.
. CHECK BOX 1 if you want some or all of the Transco Stock held in your
account(s) in the Plan to be tendered, AND fill in the percentage of
those shares that you want to be tendered.
. CHECK BOX 2 if you do not want any of the Transco Stock held in your
account(s) in the Plan to be tendered.
(2) Turn the Direction Form over and sign and date it in the spaces
provided.
(3) Keep a copy of your Direction Form for your records.
(4) Mail the Direction Form promptly in the postage-paid envelope that is
provided. Faxed forms are not acceptable.
REMEMBER, THE TRUSTEE MUST RECEIVE YOUR FORM BEFORE 12 MIDNIGHT EASTERN
STANDARD TIME ON JANUARY 11, 1995.
Your Direction Form will be deemed irrevocable unless you send a new, later-
dated Direction Form that is received by the Trustee before 12 midnight
Eastern Standard Time on January 11, 1995 at the following address:
Liberty National Bank and Trust Company
P.O. Box 9109
Hingham, MA 02043-9860
In order to be effective, your later-dated Direction Form must be properly
completed, include your name, address, Social Security number, and the number
of shares held in your account(s) in the Plan as set forth on the address
label to your original Direction Form, and be received by the Trustee before
12 midnight Eastern Standard Time on January 11, 1995. Otherwise, your earlier
Direction Form will still be in effect. Additional Direction Forms and mailing
envelopes can be obtained by calling Fidelity's Client Information Services at
1-800-354-6542.
Neither the Company nor the Trustee can make recommendations to you
regarding what decision to make. However, if you have questions about the
procedure for directing the Trustee, please contact Fidelity's Client
Information Services at 1-800-354-6542. If you have questions about the terms
and conditions of the Tender Offer, please contact the Information Agent for
the Tender Offer, Morrow & Co., Inc., at 1-800-566-9058.
