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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Transco Energy Company
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(Name of Issuer)
Common Stock, par value $.50 per share
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(Title of Class of Securities)
89353210
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(CUSIP Number)
J. Furman Lewis, Esq. Randall H. Doud. Esq.
Senior Vice President with a Skadden, Arps, Slate,
and General Counsel copy to: Meagher & Flom
The Williams Companies, Inc. 919 Third Avenue
One Williams Center New York, NY 10022
Tulsa, Oklahoma 74172 (212) 735-3000
(918) 588-2000
_______________________________________________________
Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 12, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule 13d-
1(b)(3) or (4), check the following:
[ ]
Check the following box if a fee is being paid with this Statement:
[X]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
Commission. Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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SCHEDULE 13D
CUSIP No. 89353210
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<CAPTION>
<S> <C>
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Williams Companies, Inc.
I.R.S. Identification No. 73-0569878
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
BK, WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
7,500,000
NUMBER OF SHARES BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
(9) SOLE DISPOSITIVE POWER
7,500,000
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
ACCORDING TO THE ISSUER, THERE WERE AS OF DECEMBER 9, 1994, 40,927,847 SHARES OF THE ISSUER COMMON
STOCK ISSUED AND OUTSTANDING. UPON EXERCISE BY PARENT OF ITS OPTION UNDER THE STOCK OPTION
AGREEMENT DATED AS OF DECEMBER 12, 1994, THE ISSUER WILL HAVE TO ISSUE TO PARENT 7,500,000 SHARES OF
COMMON STOCK REPRESENTING 15.5% OF THE TOTAL ISSUED AND OUTSTANDING SHARES OF THE ISSUER COMMON
STOCK AT SUCH TIME (BASED ON SHARES REPORTED TO BE OUTSTANDING AND ASSUMING EXERCISE IN FULL OF THE
OPTION UNDER THE STOCK OPTION AGREEMENT).
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.5% (BASED ON SHARES REPORTED TO BE OUTSTANDING AND ASSUMING EXERCISE IN FULL OF THE OPTION UNDER
THE STOCK OPTION AGREEMENT)
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(14) TYPE OF REPORTING PERSON
CO (BASED ON SHARES REPORTED TO BE OUTSTANDING AND ASSUMING EXERCISE IN FULL OF THE OPTION UNDER THE
STOCK OPTION AGREEMENT)
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Item 1. Security and Issuer.
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The class of equity securities to which this Statement on Schedule 13D relates
is the common stock, par value $0.50 per share (the "Common Stock"), of Transco
Energy Company, a Delaware corporation (the "Issuer" or the "Company"), together
with the attached common share purchase rights, with its principal executive
offices located at 2800 Post Oak Blvd., Houston, Texas 77056.
Item 2. Identity and Background.
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(a) This Statement is being filed by The Williams Companies, Inc., a Delaware
corporation ("Purchaser").
(b) - (c) Purchaser is engaged principally in the transportation and sale of
natural gas and related activities, natural gas gathering and processing
operations and the transportation of petroleum products. The principal business
and principal executive offices of Purchaser are located at One Williams Center,
Tulsa, Oklahoma 74172.
(c) The name, business address, present principal occupation and citizenship of
each executive officer and director of Purchaser are set forth in Schedule I of
Exhibit 1 hereto, which is incorporated herein by reference.
(d) - (e) During the last five years, neither Purchaser nor, to the best
knowledge of Purchaser, any person named in Appendix A attached hereto has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each of the executive officers and directors of
Purchaser is set forth in Schedule I of Exhibit I hereto, which is incorporated
herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
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No funds were used in connection with entering into the Stock Option Agreement
(as defined in Item 4). In the event that the option provided for therein is
exercised, Purchaser will file an amendment hereto as to the source of the funds
necessary to exercise such option.
Item 4. Purpose of Transaction.
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(a) - (g) Purchaser, WC Acquisition Corp., a Delaware corporation and a wholly-
owned subsidiary of Purchaser, and the Issuer entered into an Agreement and Plan
of Merger, dated as of December 12, 1994 (the "Merger Agreement"), pursuant to
which WC Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Purchaser ("Sub"), will merge with and into the Issuer (the "Merger"), with
the Issuer surviving as a subsidiary of Purchaser (the "Surviving Corporation").
As a condition of entering into the Merger Agreement, Purchaser and the Issuer
executed a Stock Option Agreement, dated as of December 12, 1994 (the "Stock
Option Agreement"). Under the Stock Option Agreement, the Issuer granted to
Purchaser an irrevocable option to purchase up to 7,500,000 shares of Common
Stock (the "Option Shares") at a price of $17.50 per share, which option may be
exercised by Purchaser in whole or in part, at any time or from time to time,
provided that a Triggering Event (as defined in the Stock Option Agreement)
occurs. The information set forth in the Introduction and Sections 10
("Background of the Offer; Contacts with the Company; the Merger Agreement and
the Stock Option Agreement; Other Matters") and 11 ("Purpose of the Offer; Plans
for the Company after the Offer and the Merger") of the Offer to Purchase
annexed hereto as Exhibit 1 is incorporated herein by reference.
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(h) - (i) The information set forth in Section 13 ("Effect of the Offer on the
Market for the Shares; Exchange Listing and Exchange Act Registration") of the
Offer to Purchase is incorporated herein by reference.
(j) Not applicable.
Item 5. Interest in Securities of the Issuer.
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(a) - (b) The Issuer has represented to Purchaser in the Merger Agreement that
40,927,847 shares of Common Stock were issued and outstanding as of December 9,
1994. As described in Item 4 of this Statement, under the Stock Option
Agreement, Purchaser may be deemed to be the beneficial owner of the 7,500,000
Option Shares, which represent approximately 15.5% of the outstanding shares of
Common Stock after giving effect to the exercise of such option. In addition, if
Purchaser were to exercise the option pursuant to the Stock Option Agreement,
Purchaser would have sole power to vote or direct the vote of the Option Shares
and would have the sole power to dispose or direct the disposition of the Option
Shares. The information set forth in the Introduction, Sections 8 ("Certain
Information Concerning the Purchaser and Sub") and 10 ("Background of the Offer;
Contacts with the Company; the Merger Agreement and the Stock Option Agreement;
Other Matters") of the Offer to Purchase is incorporated herein by reference.
Mr. Brian O'Neill, President of Williams Natural Gas Company and Northwest
Pipeline Corporation, beneficially owns 4,342 Shares, all of which Mr. O'Neill
acquired more than 60 days prior to the date of this Statement and as to which
he has sole dispositive and voting power.
(c) Except as described herein, neither Purchaser nor any other person
referred to in Schedule I of Exhibit 1 attached hereto has effected any
transactions in the Common Stock during the past sixty days.
(d) To the best knowledge of Purchaser, after giving effect to an exercise of
the Stock Option Agreement, Purchaser would have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Option Shares held by it.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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The information set forth in the Introduction and Sections 8 ("Certain
Information Concerning the Purchaser and Sub"), 10 ("Background of the Offer;
Contacts with the Company; the Merger Agreement and the Stock Option Agreement")
and 11 ("Purpose of the Offer; Plans for the Company after the Offer and the
Merger") of the Offer to Purchase is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
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Exhibit 1 Offer to Purchase, dated December 16, 1994 (incorporated herein by
reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule
14D-1 with respect to the Shares filed by the Purchaser on December
16, 1994 (the "Schedule 14D-1")).
Exhibit 2 Agreement and Plan of Merger, dated as of December 12, 1994, by and
among Purchaser, Sub and Issuer (incorporated herein by reference to
Exhibit (c)(1) to the Schedule 14D-1).
Exhibit 3 Stock Option Agreement, dated as of December 12, 1994, by and among
Purchaser and Issuer (incorporated herein by reference to Exhibit
(c)(2) to the Schedule 14D-1).
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SIGNATURE
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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.
Dated: December 16, 1994
THE WILLIAMS COMPANIES, INC.
By: /s/ J. Furman Lewis
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Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
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