SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 12, 1994
Date of Report (Date of earliest event reported):
TRANSCO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-7513 74-1758039
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2800 Post Oak Blvd.,
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (713) 439-2000<PAGE>
Item 5. Other Events
On December 12, 1994, Transco Energy Corporation, a Dela-
ware corporation (the "Company"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") with The Williams Com-
panies, Inc., a Delaware corporation ("Williams"), and WC
Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Williams ("Sub"), pursuant to which Williams
agreed to commence a cash tender offer (the "Offer") to acquire
up to 24,600,000 shares of Common Stock, par value $.50 per
share, of the Company ("Company Common Stock"), together with
attached common stock purchase rights, or approximately 60
percent of the outstanding shares of Company Common Stock, at a
price of $17.50 per share, net to the seller in cash. The
Offer is conditioned upon, among other things, at least
20,900,000 shares of Company Common Stock having been validly
tendered pursuant to the Offer and not withdrawn prior to the
expiration of the Offer, and the expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and associated rules.
Following the Offer, Sub will be merged with and into the
Company, with the Company surviving as a wholly-owned
subsidiary of Williams (the "Merger"). In connection with the
Merger, each share of Company Common Stock (other than shares
then owned by Williams or the Company and dissenting shares)
will be converted into the right to receive .625 of a share of
Common Stock, par value $1.00 per share ("Williams Common
Stock") (or a combination of Williams Common Stock and cash if
fewer than 24,600,000 shares of Company Common Stock (subject
to a minimum of 20,900,000 shares) are acquired in the Offer)).
In addition, each share of the Company's $3.50 Series
Cumulative Convertible Preferred Stock will be converted into a
share of Williams $3.50 Series Cumulative Convertible Preferred
Stock (the "Williams $3.50 Preferred"), which share initially
will be convertible into 1.5625 of a share of Williams Common
Stock, and each share of the Company's $4.75 Series Cumulative
Convertible Preferred Stock will be converted into a share of
Williams $4.75 Series Cumulative Convertible Preferred Stock
(the "Williams $4.75 Preferred"), which share initially will be
convertible into .5588 shares of Williams Common Stock.
The Merger Agreement is attached as Exhibit 1 hereto and
its terms, including all exhibits and appendices thereto, are
incorporated herein by reference. The Forms of Certificate of
Designation, Preferences and Rights of each of the Williams
$4.75 Preferred and the Williams $3.50 Preferred are attached
as Exhibit 3.2(c)-1 and Exhibit 3.2(c)-2 to the Merger Agree-
ment, respectively, and their terms are incorporated herein by
reference.
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Simultaneously with their execution and delivery of the
Merger Agreement, the Company and Williams entered into a Stock
Option Agreement, dated as of December 12, 1994 (the "Stock
Option Agreement"), pursuant to which the Company granted
Williams the option to purchase, upon the terms and subject to
the conditions set forth therein, up to 7,500,000 shares of
Company Common Stock at a price of $17.50 per share. If
Williams exercises the option, Transco has the right, in lieu
of delivering Company Common Stock, to cancel the option for a
cash payment not to exceed $2.00 per option share. The Stock
Option Agreement is attached as Exhibit 2 hereto and its terms
are incorporated herein by reference.
A copy of the Press Release, dated December 12, 1994,
issued by the Company and Williams relating to the Merger
Agreement and the Stock Option Agreement is attached as Exhibit
3 hereto, and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
1. Agreement and Plan of Merger, dated as of
December 12, 1994, by and among Transco Energy
Company, The Williams Companies, Inc., and WC
Acquisition Corp., attached as Exhibit 2 to the
Schedule 14D-9 filed by the Company on December
16, 1994, and incorporated herein by reference.
2. Stock Option Agreement, dated as of December 12,
1994, by and between Transco Energy Corporation
and The Williams Companies, Inc., attached as
Exhibit 3 to the Schedule 14D-9 filed by the
Company on December 16, 1994, and incorporated
herein by reference.
3. Press Release, dated December 12, 1994 relating
to transactions with The Williams Companies,
Inc., attached as Exhibit 6 to the Schedule 14D-
9 filed by the Company on December 16, 1994, and
incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
TRANSCO ENERGY COMPANY
By: /s/ David E. Varner
Name: David E. Varner
Title: Senior Vice President
and General Counsel
Date: December 16, 1994
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
1. Agreement and Plan of Merger, dated
as of December 12, 1994, by and among
Transco Energy Company, The Williams
Companies, Inc., and WC Acquisition
Corp., attached as Exhibit 2 to the
Schedule 14D-9 filed by the Company
on December 16, 1994, and
incorporated herein by reference. .......
2. Stock Option Agreement, dated as of
December 12, 1994, by and between
Transco Energy Corporation and The
Williams Companies, Inc., attached
as Exhibit 3 to the Schedule 14D-9
filed by the Company on December 16,
1994, and incorporated herein by
reference. ..............................
3. Press Release, dated December 12, 1994
relating to transactions with The
Williams Companies, Inc., attached as
Exhibit 6 to the Schedule 14D-9 filed
by the Company on December 16, 1994,
and incorporated herein by reference. ...
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