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
January 18, 1995
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 1. Changes in Control of Registrant
On December 12, 1994, Transco Energy Company, 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 Ac-
quisition 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 $0.50 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. On De-
cember 16, 1994, Williams commenced the Offer. The Offer ex-
pired at midnight on January 17, 1995, with approximately 86.7%
of the outstanding shares of Company Common Stock having been
tendered pursuant to the Offer and not withdrawn. On January
18, 1995, all conditions to the Offer having been deemed sat-
isfied, Williams accepted for payment 24,600,000 shares of
Company Common Stock validly tendered and not withdrawn pur-
suant to the Offer. As required by the Merger Agreement,
shortly before Williams' acceptance for payment of the Company
Common Stock pursuant to the Offer, the Company redeemed the
common stock purchase rights for $0.05 per right. Pursuant to
the terms of the Merger Agreement and the Offer, all rights to
the proceeds of such redemption, with respect to the Company
Common Stock accepted for payment pursuant to the Offer, were
assigned to Williams. A portion of the net cash proceeds of
the sale by Williams of the network services portion of its
telecommunications business to LDDS Communications, Inc. con-
summated on January 5, 1995 was used to acquire all of the
shares of Company Common Stock purchased pursuant to the Offer.
In addition, on January 25, 1995, as contemplated by the
Merger Agreement, Keith E. Bailey, the Chairman, Chief Execu-
tive Officer and President of Williams, and John C. Bumgarner,
Jr., the Senior Vice President for Corporate Development and
Planning of Williams, were elected to the Company's Board of
Directors.
A copy of the Press Release, dated January 18, 1995, is-
sued by Williams relating to the consummation of the Offer is
attached as Exhibit 99 hereto, and is incorporated herein by
reference.
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Item 7. Financial Statements and Exhibits
2. Agreement and Plan of Merger, dated as of De-
cember 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.
99. Press Release, dated January 18, 1995.
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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: February 1, 1995
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
2. 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......................
99. Press Release, dated January 18, 1995....
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[THE WILLIAMS COMPANIES, INC. LETTERHEAD]
For release: Jan. 18, 1995
For more Information contact: Jim Gipson (918) 588-2111 (Media)
Linda Lawson (918) 588-2087
(Investors)
Williams announces completion of the tender offer for
Transco Energy
TULSA -- The Companies, Inc. announced today that
based on a preliminary count, 35.5 million shares, or approx-
imately 86.7 percent, of Transco Energy Company's common stock
were tendered to Williams for purchase. Williams has accepted
24.6 million shares for payment.
"We are excited to have passed this significant
milestone," said Keith E. Bailey, chairman, president and chief
executive officer of Williams. "We are convinced the magnitude
of opportunity available to the combined companies is even
greater than we believed when we began this process, and we
will turn our attention to a timely completion of the merger."
Williams' tender offer, which began December 16 and
expired at midnight Tuesday, was to acquire up to 24.6 million
shares of Transco common stock for $17.50 per share. A final
proration factor will not be determined for about one week.
Based on a preliminary count, Williams expects to purchase
approximately 69.296 percent of the number of shares accom-
panying each valid tender.<PAGE>
The final proration factor will be announced by
Williams when it is determined, and the tendered shares will be
purchased at that time.
Williams has been advised by Transco that, as con-
templated by their merger agreement, Transco has redeemed the
common stock purchase rights for 5 cents per right. Also as
contemplated by the merger agreement, the redemption amount
related to Transco shares purchased in the tender offer will be
retained by Williams, and the redemption amount with respect to
the remaining shares will be paid to the holders of record on
the close of business Tuesday, Jan. 17.
The tender offer will be followed by a stock merger
in which shares of Transco common stock not purchased will be
exchanged for 0.625 shares of Williams common stock.
Transco will schedule a stockholders' meeting in late
March or early April to put the merger to a vote. Because it
owns the majority of Transco shares, Williams will control the
outcome of the vote. A few days after the stockholders'
meeting, a merger certificate will be filed, officially making
Transco a wholly owned subsidiary of Williams.
Williams, listed on the NYSE under the symbol WMB,
owns and operates three interstate pipeline systems, major
natural gas gathering and processing facilities, a telecom-
munications company that specializes in serving businesses and
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broadcasters, and other companies that provide a variety of
services to the energy industry.
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