SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)(*)
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. 2 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. 2 amends and supplements 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 10 is hereby amended to add the following:
Item 10. Additional Information.
(b)-(c) At 11:59 P.M., New York City time, on
January 3, 1995, the waiting period required under the
HSR Act expired without a request for an extension of
such waiting period having been received by the
Purchaser from either the Antitrust Division or the
FTC.
In addition, Item 11 is hereby amended and supplemented by
adding the following exhibit:
Item 11. Material to be Filed as Exhibits.
(a)(10) Text of Press Release, dated January 4,
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 4, 1995
THE WILLIAMS COMPANIES, INC.
By: /s/ J. FURMAN LEWIS
---------------------------
Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
For release: January 4, 1995
For more information contact:
Jim Gipson (918) 588-2111 (Media)
Linda Lawson (918) 588-2087 (Investors)
WILLIAMS ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
TULSA -- The Williams Companies, Inc. announced today the
waiting period under the Hart-Scott-Rodino Antitrust Improvement
Act of 1976 has expired in connection with its pending tender
offer to acquire up to 24.6 million shares, or approximately 60
percent, of Transco Energy Company's common stock.
The cash tender offer runs through midnight, Eastern time,
on January 17, unless extended by Williams. The tender offer
remains subject to various conditions, including, among other
things, the valid tender and non-withdrawal at the expiration of
the offer of at least 20.9 million shares, or approximately 51
percent, of Transco's 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.
