SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3)*
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. 3 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. 3 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 4 is hereby amended to add the following:
Item 4. Source and Amount of Funds or Other
Consideration.
(a)-(b) The WNS Sale was consummated on January
5, 1995. A portion of the net cash proceeds of the WNS
Sale (after payment of amounts currently payable under
the U.S. $400,000,000 Credit Agreement dated as of
September 2, 1994, between WTG Holdings, Inc., a
subsidiary of the Purchaser, and Citibank) will be used
to acquire all of the Shares to be purchased pursuant
to the Offer and to pay all related fees and expenses
of the Offer and the Merger. No amounts have been, or
are expected to be, borrowed by the Purchaser against
the Purchaser Credit Facility.
Item 7 is hereby amended to add the following:
Item 7. Contracts, Arrangements, Understandings or
Relationships With Respect to the Subject
Company's Securities.
The Purchaser has been advised by the Company that
the banks which are parties to the Company's revolving
credit and letter of credit reimbursement agreements
have provided the Bank Consents.
Item 10 is hereby amended to add the following:
Item 10. Additional Information.
(e) On December 27, 1994 a purported class action
was filed in the Delaware Court of Chancery captioned,
Diovanni v. DesBarres, et al., Del. Ch., C.A. No. 13941
in which the Company and seven directors were named as
defendants. The Purchaser was not named as a
defendant. The complaint alleges claims substantially
similar to the claims alleged in In re Transco Energy
Co. Shareholders Litig.
Item 11 is hereby amended and supplemented by adding the
following exhibit:
Item 11. Material to be Filed as Exhibits.
(a)(11) Text of Press Release, dated January 5,
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 6, 1995
THE WILLIAMS COMPANIES, INC.
By: /s/ J. FURMAN LEWIS
__________________________
Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
For release: January 5, 1995
For more information contact:
Jim Gipson (918) 588-2111 (Media)
Linda Lawson (918) 588-2087 (Investors)
WILLIAMS ANNOUNCES CLOSING THE SALE OF WILTEL'S NETWORK FOR
$2.5 BILLION IN CASH
TULSA - The Williams Companies, Inc. announced today the
closing of the sale of the network services operation of WilTel
to LDDS Communications, Inc. for $2.5 billion in cash.
The company plans to use portions of the proceeds to pay off
short term credit facilities, fund the recently announced tender
offer for Transco Energy Company, finance its ongoing capital
expansion program and other uses.
Williams retains certain other WilTel business units --
WilTel Communications Systems, a national telecommunications
equipment supplier and service company, and Vyvx, which operates
a national video network specializing in broadcast television
applications.
Williams is listed on the New York and Pacific stock
exchanges under the symbol WMB. The company also owns three
interstate pipeline systems, major natural gas gathering and
processing facilities and provides a variety of other services to
the energy industry.
