SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)*
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSCO ENERGY COMPANY
(NAME OF SUBJECT COMPANY)
THE WILLIAMS COMPANIES, INC.
(BIDDER)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(INCLUDING THE ATTACHED COMMON SHARE PURCHASE
RIGHTS)
(TITLE OF CLASS OF SECURITIES)
89353210
(CUSIP NUMBER OF CLASS OF SECURITIES)
J. FURMAN LEWIS
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
BIDDERS)
WITH A COPY TO:
RANDALL H. DOUD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
Transaction valuation(**) Amount of filing fee(***)
* This Amendment also constitutes Amendment No. 1 to
the Schedule 13D with respect to the Securities of
the Subject Company filed by the Bidder.
** For purposes of calculating the filing
fee only. This calculation assumes the
purchase of 24,600,000 shares of Common
Stock, par value $0.50 per share, of
Transco Energy Company, together with the
attached Common Share Purchase Rights, at
$17.50 net per share (and Right) in cash.
*** The amount of the filing fee, calculated
in accordance with Rule 0-11(d) of the
Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of
the aggregate value of cash offered by
The Williams Companies, Inc. for such
number of shares.
$430,500,000 $86,100
[x] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid: $86,100 Filing Party: The Williams Companies, Inc.
Form or Registration No.: Schedule 14D-1. Date Filed: December 16, 1994
This Amendment No. 1 amends and supplements the
Tender Offer Statement on Schedule 14D-1 (the "Schedule
14D-1") dated December 16, 1994 relating to the tender offer
by The Williams Companies, Inc., a Delaware corporation (the
"Purchaser"), to purchase up to 24,600,000 of the
outstanding shares of common stock, par value $0.50 per
share (and the attached common share purchase rights), of
Transco Energy Company, a Delaware corporation (the
"Company"), at $17.50 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 16, 1994 and the
related Letter of Transmittal. Unless otherwise defined
herein, all terms used herein shall have the meanings set
forth in the Schedule 14D-1.
Item 10 is hereby amended to add the following:
Item 10. Additional Information.
(b)-(c) On December 19, 1994, the Purchaser and
the Company made the initial filings required by the
HSR Act and the rules that have been promulgated
thereunder by the FTC. The waiting period under the
HSR Act will expire at 11:59 P.M., New York City time,
on January 3, 1995, unless a request for an extension
is made by the Antitrust Division or the FTC. If such
a request is made, the waiting period will be extended
until 11:59 P.M., New York City time, on the tenth day
after substantial compliance by the Purchaser with such
request.
(e) On December 19, 1994, plaintiffs in each of
the purported class actions described in "THE TENDER
OFFER -- Section 15. Certain Legal Matters; Regulatory
Approvals -- Certain Litigation" of the Offer to
Purchase filed a motion seeking expedited discovery.
On December 21, 1994, the Delaware Court of Chancery
held a hearing and granted the plaintiffs' motion for
expedited discovery and set a hearing date of
January 13, 1995 to hear plaintiffs' motion for a
preliminary injunction. At the hearing the plaintiffs
indicated that they would seek to enjoin the Offer and
the Merger on the basis that they are, according to the
plaintiffs, structurally coercive. In addition to
setting a hearing date, the Delaware Court of Chancery
entered an order consolidating the various actions in
an action captioned, In re Transco Energy Co.
Shareholders Litig., Consol. C.A. No. 13918.
SIGNATURE
After due 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.
Dated: December 22, 1994
THE WILLIAMS COMPANIES, INC.
By: /s/ J. FURMAN LEWIS
-------------------------
Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
