SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 4)*
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(***)
$430,500,000 $86,100
_________________________ __________________________
* This Amendment also constitutes Amendment No. 4 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.
[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. 4 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) The Purchaser has been advised by the Company
that the NJDEP has determined that ISRA is not applicable to
the Offer and the Merger.
(e) An agreement has been reached among all of
the parties in In re Transco Energy Co. Shareholders Litig.
(Del. Ch. Consol. C.A. No. 13918) and Diovanni v. DesBarres
et al. (Del. Ch. C.A. No. 13941) (the "Settlement
Agreement") to settle all litigation which has been brought
in the Delaware Court of Chancery concerning the Offer and
the Merger. As a result of such settlement, which is
subject to the approval of the Court of Chancery, the
preliminary injunction hearing set for January 13, 1995 is
expected to be cancelled.
Pursuant to the Settlement Agreement, the
Purchaser has agreed to a reduction of the expense
reimbursement cap provided for in the Merger Agreement from
$15 million to $12 million. Also pursuant to the Settlement
Agreement, the Company has sought and obtained from Merrill
Lynch an updated opinion confirming that, as of the date of
the updated opinion, the consideration to be received by the
stockholders of the Company (other than the Purchaser and
its affiliates) pursuant to the Offer and the Merger, taken
as a whole, is fair to such stockholders from a financial
point of view. The Settlement Agreement further provides
that the defendants will be released from the claims covered
in the settlement, as described in the Settlement Agreement,
and that the claims against the defendants will be dismissed
with prejudice. In addition, the Settlement Agreement
provides that the Purchaser and the Company will not object
to payment by them of plaintiffs' attorneys fees and
expenses of up to $125,000 provided that the Court approves
the payment of such fees and expenses and the Offer is
consummated.
Item 11 is hereby amended and supplemented by adding the
following exhibit:
Item 11. Material to be Filed as Exhibits.
(a)(12) Text of Press Release, dated January 10,
1995, issued by The Williams Companies,
Inc.
(g)(7) Stipulation and Agreement of Compromise,
Settlement and Release in In re Transco
Energy Co. Shareholders Litig. (Del. Ch.
Consol. C.A. No. 13918) and Diovanni v.
DesBarres et al. (Del. Ch. C.A. No.
13941).
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 10, 1995
THE WILLIAMS COMPANIES, INC.
By: /s/ J. FURMAN LEWIS
--------------------------
Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
For release: January 10, 1995
For more information contact:
Jim Gipson (918) 588-2111 (Media)
Linda Lawson (918) 588-2087 (Investors)
WILLIAMS ANNOUNCES SETTLEMENT OF LITIGATION IN TENDER
OFFER FOR TRANSCO ENERGY
TULSA -- The Williams Companies, Inc. announced
today an agreement has been reached to settle all
litigation which has been brought in the Delaware Court
of Chancery concerning Williams' pending cash tender
offer to acquire up to 24.6 million shares, or
approximately 60 percent, of Transco Energy Company's
common stock.
As a result of the agreement, which is subject
to the approval of the Court of Chancery, a preliminary
injunction hearing set for Friday is expected to be
cancelled.
Pursuant to the settlement agreement:
* Williams has agreed to a reduction of the
expense reimbursement cap provided for in its merger
agreement with Transco from $15 million to $12 million.
* Transco has obtained from its financial
advisor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, an updated opinion confirming that, as of
the date of the updated opinion, the consideration to be
received by the stockholders of Transco (other than
Williams or its affiliates) pursuant to the tender offer
and the merger, taken as a whole, is fair to such
stockholders from a financial point of view.
* All claims against the defendants will be
dismissed with prejudice, and Williams and Transco will
not object to payment by them of plaintiffs' attorneys
fees and expenses of up to $125,000 provided that the
Court approves the payment of such fees and expenses and
the tender offer is consummated.
The 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.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE TRANSCO ENERGY COMPANY : Consolidated
SHAREHOLDERS LITIGATION : C.A. No. 13918
STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned consolidated
action (the "Action"), and C.A. No. 13941 (together, the
"Actions") by and through their respective attorneys,
have entered into the following Stipulation and Agreement
of Compromise, Settlement and Release (the "Stipulation"
or the "Settlement"), subject to the approval of the
Court of Chancery (the "Court"):
WHEREAS:
A. Plaintiffs are owners of shares of common stock
of Transco Energy Company ("Transco"). The plaintiffs
instituted separate actions entitled: Miller v.
DesBarres, et al., Del. Ch., C.A. No. 13922; Weiss v.
DesBarres, et al., Del Ch., C.A. No. 13923; Alpern v.
Transco Energy Co, et al., Del. Ch., C.A. No. 13918;
Steiner v. DesBarres, et al., Del. Ch., C.A. No. 13920;
Rand v. DesBarres, et al., Del. Ch., C.A. No. 13925;
DeCasare v. DesBarres, et al., Del. Ch., C.A. No. 13926
and Diovanni v. DesBarres et al., Del. Ch., C.A. No.
13941. Each action was brought as a class action
pursuant to Rule 23 of the Rules of the Delaware Court of
Chancery. By order of the Court entered on December 21,
1994, all of the actions, with the exception of C.A. No.
13941, which was filed after the Court's entry of the
order of consolidation, were consolidated under the
caption: In re Transco Energy Company Shareholders
Litigation, Consolidated Civil Action No. 13918.
B. The defendants in the Actions are: John P.
DesBarres, William H. Luers, Frederick H. Schultz, Gordon
F. Ahalt, Benjamin F. Bailar, Robert W. Fri, J. David
Grissom, Patricia L. Higgins, all of whom were directors
of Transco at the time of the Agreement and Plan of
Merger described below, Transco(1) and The Williams
Companies, Inc. ("Williams").
C. On December 12, 1994, Williams, Transco and WC
Acquisition Corp., a wholly-owned subsidiary of Williams,
entered into an agreement and plan of merger (the "Merger
Agreement") providing for the merger of WC Acquisition
Corp. with and into Transco with Transco surviving as a
subsidiary of Williams. The Merger Agreement provides
that in furtherance of the Merger Agreement, Williams
will make a cash tender offer (the "Offer") to acquire up
to 24,600,000 shares of Transco's common stock
(representing approximately 60 percent of the outstanding
common stock of Transco), par value $.50 per share,
together with attached rights, for $17.50 per share. The
Merger Agreement provides for, among other things,
reimbursement of Williams' expenses, under certain
circumstances, in an amount in cash (not to exceed
$15,000,000) (the "Reimbursement Fee Cap") equal to the
aggregate amount of Williams' documented out-of-pocket
expenses incurred in connection with pursuing the
transactions contemplated by the Merger Agreement.(2)
_______________________
1 The Transco directors and Transco are collectively
referred to as the "Transco Defendants."
2 For a more detailed description of the circumstances
and developments leading to the Merger Agreement,
see the Schedule 14D-1 dated December 16, 1994, as
amended (the "Schedule 14D-1") filed by Williams and
the Schedule 14D-9 filed by Transco. The summary
information set forth herein is qualified in its
entirety by the more detailed information presented
in the Schedule 14D-1 and the Schedule 14D-9.
D. As a condition to the willingness of Williams
to enter into the Merger Agreement, Williams required
that Transco agree, and in order to induce Williams to
enter into the Merger Agreement, Transco entered into,
concurrently with the execution of the Merger Agreement,
a Stock Option Agreement (the "Stock Option Agreement")
providing for a grant of an option to Williams to
purchase, at a per share price of $17.50 per share, and
conditions provided for therein, up to 7,500,000 shares
of Transco common stock. The Merger Agreement, together
with the Stock Option Agreement and any agreements
incident thereto, including but not limited to Transco's
executive compensation agreements and/or arrangements
referred to in Transco's Schedule 14D-9 dated December
16, 1994, are referred to collectively herein as the
"Challenged Transactions."
E. On December 12, 1994, Williams announced its
Offer and on December 16, 1994, Williams commenced its
Offer. The Offer is presently scheduled to expire on
January 17, 1995.
F. Following the announcement of the Offer, the
various class action complaints were filed in the Court
of Chancery of the State of Delaware in and for New
Castle County.
G. The Actions allege, among other things, that
the Transco directors breached their fiduciary duties in
connection with the Challenged Transactions and that
Williams aided and abetted the breaches of fiduciary duty
by the Transco Defendants. The plaintiffs sought and
obtained expedited discovery in anticipation of filing a
motion to enjoin the Challenged Transactions.
H. Plaintiffs, through their counsel, have made a
thorough investigation of the facts and circumstances
relevant to the Actions, and have conducted extensive
discovery and investigation during the prosecution of the
Actions, including, inter alia, (i) serving document
requests upon all defendants, (ii) examining thousands of
pages of documents obtained during discovery and from
Plaintiffs' investigation, (iii) deposing certain of the
defendants as well as third parties known to possess
information relevant to the Actions, and (iv) researching
the facts and law pertaining to the claims asserted in
the Actions.
I. While Plaintiffs believe that the claims
asserted in the Actions have merit, they also believe
that the settlement provided for herein will provide
substantial benefits to the Class, when weighed against
the continued risk of litigation. In addition to the
substantial benefits provided by the settlement to the
Class, Plaintiffs and their counsel have considered the
expense and length of time necessary to prosecute the
action through trial, the defenses asserted by and
available to defendants, the uncertainties of the outcome
of the Actions and the fact that resolution of the
Actions, if favorable to Plaintiffs, would likely be
submitted for appellate review. In light of these
considerations, Plaintiffs, through their counsel, have
engaged in arms-length negotiations with counsel for
Defendants in an attempt to achieve a certainty of a
positive outcome of the Actions and have determined that
it is in the best interests of the Class to settle the
Actions on the terms set forth herein.
J. The Defendants, and each of them, have at all
times denied, and continue to deny, that they have
committed, or have threatened to commit, any wrongful act
or violation of law of any nature whatsoever in
connection with (a) any of the matters alleged, or which
could have been alleged in the Actions and (b) any matter
relating to the Challenged Transactions. The Defendants
entered into the Settlement because it will (a) halt the
substantial expense, inconvenience and distraction of
continued litigation of the plaintiffs' claims, (b)
finally put to rest those claims and (c) dispel any
uncertainty that may exist as a result of the Actions.
NOW, THEREFORE, IT IS STIPULATED AND AGREED,
subject to the approval of the Court, pursuant to
Chancery Court Rule 23, that any and all claims, rights
causes of action, suits, matters and issues, known or
unknown, liquidated or non-liquidated, contingent or
absolute, state or federal, that have been, could have
been, or in the future could be asserted, either
directly, individually, representatively, derivatively or
in any other capacity, by the Plaintiffs, any member of
the Class (as defined below), or by any of their present
or former directors, officers, agents, employees,
attorneys, representatives, advisers, investment bankers,
commercial bankers, trustees, parents, affiliates,
subsidiaries, general or limited partners, shareholders,
heirs, executors, administrators, successors and assigns,
against the Defendants, or any of their respective
present or former directors, officers, agents, employees,
attorneys, accountants, representatives, advisers,
investment bankers, commercial bankers, trustees,
parents, affiliates, subsidiaries, general or limited
partners, shareholders, heirs, executors, administrators,
successors and assigns, or anyone else (the "Released
Parties"), or against any of the present or former
directors, officers, agents, employees, attorneys,
representatives, advisers, investment bankers, commercial
bankers, trustees, parents, affiliates, subsidiaries,
general or limited partners, shareholders, heirs,
executors, administrators, successors and assigns of the
Released Parties, in connection with, or that arise out
of or relate to, the subject matter of the Actions, the
Challenged Transactions and any related transactions, the
negotiation, consideration and approval thereof, the
fiduciary or disclosure obligations of any of the
Defendants in connection with the foregoing, or any of
the acts, facts, transactions, occurrences,
representations or omissions alleged in any pleading or
proposed pleading filed by any party in the Actions, or
which is or could have been asserted against the Released
Parties in connection with the Actions (the "Settled
Claims"), except purported claims, if any, to enforce the
terms or conditions of this Stipulation, shall be
compromised, settled, released, discharged and dismissed
with prejudice, upon the subject to the following terms
and conditions:
1. For settlement purposes only, these
Actions shall be consolidated, maintained and proceed as
a class action, pursuant to Rules 23(a) and 23(b)(2)
(with no opt-out rights), on behalf of a class consisting
of all persons and entities who were holders of common
stock of Transco on or after December 11, 1994 and their
successors in interest, transferees and assigns,
immediate and remote, except the Defendants and any
person, firm, trust, corporation, or other entity,
corporation, or other entity related to or affiliated
with any of the Defendants (the "Class").
2. In settlement of the Actions, the Transco
Defendants agree to provide a fairness opinion by Merrill
Lynch, Pierce, Fenner, & Smith Incorporated ("Merrill
Lynch") which updates, through January 9, 1995, the
opinion given by Merrill Lynch to the Transco Board of
Directors on December 11, 1994.
3. Also in settlement of the Actions, the
Defendants agree to reduce the Reimbursement Fee Cap from
$15,000,000 to $12,000,000. Williams will publicly
announce the terms of the settlement as soon as
practicable.
4. Joint Application for Court Order. As
soon as practicable after the Stipulation has been
executed, the parties shall jointly move the Court to
enter an order (the "Hearing Order"), in substantially
the form to be agreed to by the parties (using their
reasonable best efforts) in connection with this
Stipulation, (i) temporarily certifying the Actions, for
purposes of the Settlement only, as class actions,
pursuant to Chancery Court Rules 23 (a) and 23(b)(2)
(with no opt-out rights) with each of the named
plaintiffs in each of the Actions as the representatives
of the Class, (ii) defining the Class as provided in
paragraph 1 above, (iii) approving the form of notice
(the "Notice"), and the procedure for providing notice to
the Class, (iv) setting a hearing date for consideration
of the Settlement and specifying certain procedures with
respect thereto, (v) enjoining all members of the Class
from instituting, commencing, prosecuting or continuing,
directly, representatively, individually, derivatively,
on behalf of the Class, or in any other capacity, any
action or other proceeding asserting any claim that is a
Settled Claim as defined herein, and (vi) providing that,
while the Settlement is pending, all discovery and other
pretrial proceedings in the Actions be stayed.
5. Defendants will pay the cost of providing
the Notice of the Settlement to the members of the Class
in connection with the settlement of the Actions and the
settlement hearing.
6. If the Settlement provided for herein
shall be approved by the Court following a hearing, the
parties hereto shall jointly move the Court for the entry
of the Order and Final Judgment (or orders, if the Court
determines the matters specified below in more than one
order) (the "Final Judgment") in substantially the form
to be agreed to by the parties (using their reasonable
best efforts) in connection with this Stipulation:
(a) certifying the Class for purposes of
the Settlement only;
(b) approving the Settlement as fair,
reasonable and adequate and directing consummation of the
Settlement in accordance with the terms and conditions of
this Stipulation;
(c) dismissing the Actions with prejudice
on the merits, without costs except as herein provided,
and releasing the Settled Claims as provided herein, such
dismissal and release to be subject only to compliance by
the parties with the terms and conditions of this
Stipulation and any order of the Court with reference to
the Settlement;
(d) awarding Plaintiffs' Counsel such
fees and expenses as the Court deems appropriate or
reserving jurisdiction over any application for fees and
expenses; and
(e) reserving jurisdiction over all
matters relating to the administration and consummation
of the Settlement provided for herein.
7. If the Settlement is approved by the
Court, Plaintiffs' Counsel intend to apply to the Court
for a collective award of attorneys' fees and expenses
not to exceed a total of $125,000. Defendants will not
oppose such application (not to exceed such amount) and
will pay to Plaintiffs' Counsel the fees and
disbursements awarded by the Court, together with
interest accrued on such amount at the then current U.S.
Treasury Bill rate from, but not including the date on
which the order approving payment of such fees and
disbursements is entered. However, the Defendants'
obligation to pay any fees and expenses is contingent
upon shares being purchased in the Offer. Defendants
reserve the right to oppose any other application for an
award of attorneys' fees and disbursements made to the
Court or to any other court by, or on behalf of,
Plaintiffs' Counsel, any member of the Class or any other
person.
8. If the Final Judgment approving the
Settlement is entered and becomes final by lapse of time
or otherwise, then, within 10 days thereafter, Defendants
will make the payment to Plaintiffs' Counsel specified in
paragraph 7 above, subject to the contingency referred to
in paragraph 7.
9. If (a) the Court declines, in any respect,
to enter the Final Judgment referred to in paragraph 6
above and any of the parties fails to consent to the
entry of another form of order in lieu thereof; or (b)
the Court disapproves the Settlement proposed herein,
including any amendments thereto agreed upon by all of
the parties; or (c) the Court approves the Settlement
proposed herein, including any amendment thereto approved
by all the parties, but such approval is reversed on
appeal or petition for writ of certiorari and such
reversal becomes final by a lapse of time or otherwise;
or (d) the release of claims is successfully challenged
in a collateral attack on the Settlement pending on the
date the Final Judgment becomes final; then, in any such
event, this Stipulation, including any amendment thereof,
shall be of no further force or effect and this
Stipulation and any amendment thereof and the Settlement
proposed herein shall be null and void without prejudice
to any party hereto and may not be introduced as evidence
or referred to in any proceedings, and each party shall
be restored to his, her or its respective position as it
existed prior to the execution of this Stipulation,
except that Defendants shall not be entitled to
reimbursement of costs of providing the Notice pursuant
to paragraph 5 above.
10. The administration of the Settlement and
final decision as to all disputed questions of law and
fact with respect thereto and this Stipulation shall be
under the jurisdiction of the Court.
11. This Stipulation and all negotiations,
statements, proceedings and documents related to it are
not, and shall not be construed to be, an admission by
any of the parties respecting the validity or the
invalidity of any of the claims asserted in the Actions,
or of the liability of any party with respect to any such
claims or any alleged wrongdoing whatsoever, and shall
not be offered by any party or person for any evidentiary
purpose, including as an admission of any such liability
or wrongdoing or for the validity or invalidity of any of
the claims in the Actions or any other action.
12. The fairness, reasonableness and adequacy
of the Settlement may be considered and ruled upon by the
Court independently of any award of fees or expenses
requested by Plaintiffs' Counsel.
13. The undersigned co-liaison counsel for
plaintiffs in the Actions represent and warrant (i) their
authority to bind each of the originally named plaintiffs
in the Actions, and each of the counsel listed in the
Order of Consolidation and in C.A. No. 13941 and (ii)
that to the best of their knowledge no other actions,
other than the Actions, are currently pending concerning
the subject matter of the Actions.
14. This Stipulation shall be binding upon and
inure to the benefit of the parties hereto and their
respective successors and assigns.
15. This Stipulation shall be interpreted
according to Delaware law, without reference to
Delaware's principles of conflicts of laws.
16. The parties hereto and their attorneys
agree to cooperate fully with one another and to use
their reasonable best efforts in seeking Court approval
of this Stipulation and the Settlement.
17. Without further order of the Court, the
parties may agree to reasonable extensions of time to
carry out any of the provisions of this Stipulation.
18. This Stipulation, and the form of the
Hearing Order, the Notice and the Final Judgment to be
agreed to by the parties (using their reasonable best
efforts) in connection with the Settlement, constitutes
the entire agreement of the parties with respect to the
subject matter hereof and may not be amended, or any of
its provisions waived, except by a writing executed by
all of the parties hereto.
19. This Stipulation may be executed in one or
more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when
such counterparts have been signed by counsel for each of
the parties and delivered to counsel for the other
parties.
DATED: January 9, 1995
/s/ JOSEPH A. ROSENTHAL
Joseph A. Rosenthal
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
First Federal Plaza
Suite 214
P.O. Box 1070
Wilmington, Delaware 19899-1070
(302) 656-4433
Attorneys for Plaintiffs in
Civil Action Nos. 13920,
13922, 13923, 13925, 13926
and 13941
/s/ CAROLYN D. MACK
Pamela S. Tikellis
Carolyn D. Mack
CHIMICLES, JACOBSEN & TIKELLIS
One Rodney Square
P. O. Box 1035
Wilmington, DE 19894
Attorneys for Plaintiffs in
Civil Action No. 13918
/s/ KAREN L. VALIHURA
Steven J. Rothschild
Karen L. Valihura
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899
(302) 651-3000
Attorneys for The Williams
Companies, Inc.
/s/ LISA A. SCHMIDT
Jesse A. Finkelstein
Lisa A. Schmidt
Catherine G. Wagner
RICHARDS, LAYTON & FINGER
One Rodney Square
P. O. Box 551
Wilmington, Delaware 19801
(302) 651-7754
Attorneys for the Transco
Defendants
