SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 5)*
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. 5 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. 5 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 6 is hereby amended to add the following:
Item 6. Interest in Securities of the Subject Company.
The Offer expired at 12:00 Midnight, New York City
time, on January 17, 1995 pursuant to which the Purchaser
has accepted for payment 24.6 million Shares. The period
for the physical delivery of Shares pursuant to notices of
guaranteed delivery will expire at 5:00 p.m., New York City
time, on Tuesday, January 24, 1995. The Depository has
informed the Purchaser that based on a preliminary count
35,499,826 Shares, or approximately 86.7% of the outstanding
Shares, were validly tendered and not withdrawn prior to the
expiration of the Offer. Approximately 21.4% of the Shares
tendered were tendered pursuant to guaranteed delivery
procedures. A final count will not be available until the
completion of the period for guaranteed delivery in
approximately one week. However, based on the preliminary
count, the Purchaser expects to purchase approximately
69.2961% 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)(13)
hereto and is incorporated herein by reference.
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, as contemplated by the Merger Agreement, the Company
has redeemed the Rights for $.05 per right. As contemplated
by the Merger Agreement and the Offer, the redemption amount
in respect of Shares purchased pursuant to the Offer will be
retained by the Purchaser and the redemption amount in
respect of the remaining Shares will be paid to the record
holders of such shares as of the close of business Tuesday,
January 17, 1995.
Item 11 is hereby amended and supplemented by adding the
following exhibit:
Item 11. Material to be Filed as Exhibits.
(a)(13) Text of Press Release, dated January 18,
1995, issued by The Williams Companies, Inc.
This Amendment No. 5 also amends and supplements
the Schedule 13D filed by the Purchaser on December 16,
1994, as amended (the "Schedule 13D"), with respect to the
securities of the Company.
Lines 7 and 9 of the cover page of the Schedule 13D are
hereby amended to read as follows:
(7) Sole Voting Power: 32,100,000
(9) Sole Dispositive Power: 32,100,000
Line 11 of the cover page of the Schedule 13D is hereby
amended to add the following:
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person:
As of the expiration of the Offer, the Purchaser
may be deemed to be the beneficial owner of all
24,600,000 Shares accepted for payment pursuant to
the Offer. Assuming exercise of the Option under
the Stock Option Agreement, the Purchaser may then
be deemed to be the beneficial owner of 32,100,000
Shares.
Line 13 of the cover page of the Schedule 13D is hereby
amended to read as follows:
(13) 66.3% (Based on shares reported to be outstanding
and assuming exercise in full of the Option under
the Stock Option Agreement.)
Item 5 of the Schedule 13D is hereby amended to add the
following:
(a)-(c) The Offer expired at 12:00 Midnight, New York
City time, on January 17, 1995 pursuant to
which the Purchaser has accepted for payment
24.6 million Shares at $17.50 per Share in
cash. As of the expiration of the Offer, the
Purchaser may be deemed to be the beneficial
owner of all 24,600,000 Shares accepted for
payment pursuant to the Offer. The Purchaser
may be deemed to have sole voting and
dispositive power with respect the Shares
accepted for payment pursuant to the Offer.
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 18, 1995
THE WILLIAMS COMPANIES, INC.
By: /s/ J. FURMAN LEWIS
__________________________
Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
For release: January 18, 1995
For more information contact:
Jim Gipson (918) 588-2111 (Media)
Linda Lawson (918) 588-2087 (Investors)
WILLIAMS ANNOUNCES COMPLETION OF TENDER OFFER FOR
TRANSCO ENERGY
TULSA -- The Williams Companies, Inc. announced
today that based on a preliminary count 35.1 million
shares, or approximately 85.7 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 toward 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 at $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 69.2961
percent of the number of shares accompanying each valid
tender.
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
contemplated 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
telecommunications company that specializes in serving
businesses and broadcasters, and other companies that
provide a variety of services to the energy industry.
