SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 6)* (FINAL AMENDMENT)
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. 6 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. 6 constitutes the final
amendment to the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1") dated December 16, 1994, as amended,
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 6 is hereby amended to add the following:
Item 6. Interest in Securities of the Subject Company.
The period for the physical delivery of Shares
tendered pursuant to notices of guaranteed delivery expired
at 5:00 p.m., New York City time, on Tuesday, January 24,
1995. The Depository has informed the Purchaser that, after
completion of the final count, 35,207,328 Shares were
validly tendered and not withdrawn prior to the expiration
of the Offer. Based on the final count, the Purchaser will
purchase 69.8718% of the number of Shares accompanying each
valid tender. A copy of the press release issued by the
Purchaser relating to the foregoing is attached as Exhibit
(a)(14) hereto and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(14) Text of Press Release, dated January 25,
1995, issued by The Williams Companies, Inc.
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: January 25, 1995
THE WILLIAMS COMPANIES, INC.
By: /s/ J. FURMAN LEWIS
---------------------------
Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
For release: Jan. 25, 1995
For more information contact: Jim Gipson (918) 588-2111 (Media)
Linda Lawson (918) 588-2087 (Investors)
WILLIAMS ANNOUNCES FINAL PRORATION FOR TENDER OFFER
FOR TRANSCO ENERGY
TULSA -- The Williams Companies, Inc. announced
today the final proration factor in connection with its
tender offer for Transco Energy Company's common stock.
Williams will purchase 69.8718 percent of the shares
accompanying each valid tender.
Williams' tender offer, which began December 16 and
expired at midnight on January 17, was to acquire up to
24.6 million shares of Transco common stock for $17.50
per share. A total of 35,207,328 shares were validly
tendered and not withdrawn pursuant to the tender offer --
27,727,276 shares that were physically tendered before
the expiration date of the tender offer and another
7,480,052 shares that were delivered pursuant to the
notice of guaranteed delivery procedures.
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.
Williams, listed on the NYSE under the symbol WMB,
owns and operates three interstate pipeline systems,
major natural gas gathering and processing facilities, a
telecommunications company that specializes in serving
businesses and broadcasters, and other companies that
provide a variety of services to the energy industry.
