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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1997
REGISTRATION NO. 333-27311
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 74-1079400
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(713) 215-2000
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
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WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
KEITH L. KEARNEY, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE(1) FEE(3)
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Debt Securities............. (2) (2) $500,000,000 $151,516
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(1) Estimated solely for the purpose of determining the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II(D) under the
Securities Act of 1933.
(3) Calculated pursuant to Rule 457. The Registrant filed a registration
Statement on May 16, 1997, relating to $300,000,000 of Debt Securities. In
connection therewith, the Registrant paid a registration fee of $90,910.
The Registrant paid the remaining $60,606 in connection with the filing of
Pre-Effective Amendment Number 1 on September 8, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
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EXHIBIT
NUMBER DESCRIPTION
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*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*4.1 -- Form of Indenture (filed as Exhibit 4.1 to Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement No.
333-27311, filed September 8, 1997).
*4.2 -- Form of Floating Rate Note (filed as Exhibit 4.2 to Form
S-3 Registration Statement No. 333-27311, filed May 16,
1997).
*4.3 -- Form of Fixed Rate Note (filed as Exhibit 4.3 to Form S-3
Registration Statement No. 333-27311, filed May 16,
1997).
*4.4 -- Form of Debenture (filed as Exhibit 4.4 to Form S-3
Registration Statement No. 333-27311, filed May 16,
1997).
*4.5 -- Second Restated Certificate of Incorporation of the
Company, as amended (filed as Exhibit 3.1 to Form 8-K
dated January 23, 1987, and Exhibit (10)-17 to Transco
Energy Company's 1993 Form 10-K).
*4.6 -- Indenture dated June 1, 1983, between the Company and
RepublicBank Houston National Association, as Trustee and
First through Sixth Supplements (filed as Exhibit (4)-5
to the Company's Form 10-K for the year ended December
31, 1989).
*4.7 -- Indenture dated September 15, 1992, between the Company
and the Bank of New York, as Trustee (filed as Exhibit
4.2 to Form 8-K dated September 17, 1992).
*4.8 -- U.S. $1,000,000,000 Second Amended and Restated Credit
Agreement, dated as of July 23, 1997, among The Williams
Companies, Inc. and certain of its subsidiaries, and the
lenders named therein and Citibank, N.A., as agent (filed
as Exhibit 4.16 to Registration Statement on Form S-3
dated September 8, 1997, of The Williams Companies,
Inc.).
*5 -- Opinion and consent of counsel of The Williams Companies,
Inc., relating to the validity of the Debt Securities
(filed as Exhibit 5 to Pre-Effective Amendment No. 1 to
Form S-3 Registration Statement No. 333-27311, filed
September 8, 1997).
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 to Pre-Effective Amendment No. 1 to Form
S-3 Registration Statement No. 333-27311, filed September
8, 1997).
23.1 -- Consent of Ernst & Young LLP.
*23.2 -- Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*23.3 -- Consent of counsel (contained in Exhibit 5).
*24.1 -- Power of Attorney (filed as Exhibit 24.1 to Form S-3
Registration Statement No. 333-27311, filed May 16,
1997).
*24.2 -- Certified copy of resolutions authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.2 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*24.3 -- Power of Attorney (filed as Exhibit 24.3 to Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement No.
333-27311, filed September 8, 1997).
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II-1
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EXHIBIT
NUMBER DESCRIPTION
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*24.4 -- Certified copy of resolutions authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.4 to
Pre-Effective Amendment No. 1 to Form S-3 Registration
Statement No. 333-27311, filed September 8, 1997).
*25 -- Statement of Eligibility and Qualification on Form T-1
for the Indenture (filed as Exhibit 25 to Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement No.
333-27311, filed September 8, 1997).
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* Such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Tulsa and State of Oklahoma on the 23rd day of
September, 1997.
TRANSCONTINENTAL GAS PIPE LINE
(Registrant)
By: /s/ REBECCA H. HILBORNE
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Rebecca H. Hilborne
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
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SIGNATURE TITLE DATE
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/s/ KEITH E. BAILEY* Chairman of the Board
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Keith E. Bailey
/s/ BRIAN E. O'NEILL* President & Chief Executive
- --------------------------------------------------- Officer (principal
Brian E. O'Neill executive officer) and
Director
/s/ NICK A. BACILE* Vice President and Treasurer
- --------------------------------------------------- (principal financial
Nick A. Bacile officer and principal
accounting officer)
/s/ CUBA WADLINGTON, JR.* Director
- ---------------------------------------------------
Cuba Wadlington, Jr.
*By /s/ REBECCA H. HILBORNE
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Rebecca H. Hilborne
Attorney-in-Fact
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September 23, 1997
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*4.1 -- Form of Indenture (filed as Exhibit 4.1 to Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement No.
333-27311, filed September 8, 1997).
*4.2 -- Form of Floating Rate Note (filed as Exhibit 4.2 to Form
S-3 Registration Statement No. 333-27311, filed May 16,
1997).
*4.3 -- Form of Fixed Rate Note (filed as Exhibit 4.3 to Form S-3
Registration Statement No. 333-27311, filed May 16,
1997).
*4.4 -- Form of Debenture (filed as Exhibit 4.4 to Form S-3
Registration Statement No. 333-27311, filed May 16,
1997).
*4.5 -- Second Restated Certificate of Incorporation of the
Company, as amended (filed as Exhibit 3.1 to Form 8-K
dated January 23, 1987, and Exhibit (10)-17 to Transco
Energy Company's 1993 Form 10-K).
*4.6 -- Indenture dated June 1, 1983, between the Company and
RepublicBank Houston National Association, as Trustee and
First through Sixth Supplements (filed as Exhibit (4)-5
to the Company's Form 10-K for the year ended December
31, 1989).
*4.7 -- Indenture dated September 15, 1992, between the Company
and the Bank of New York, as Trustee (filed as Exhibit
4.2 to Form 8-K dated September 17, 1992).
*4.8 -- U.S. $1,000,000,000 Second Amended and Restated Credit
Agreement, dated as of July 23, 1997, among The Williams
Companies, Inc. and certain of its subsidiaries, and the
lenders named therein and Citibank, N.A., as agent (filed
as Exhibit 4.16 to Registration Statement on Form S-3
dated September 8, 1997, of The Williams Companies,
Inc.).
*5 -- Opinion and consent of counsel of The Williams Companies,
Inc., relating to the validity of the Debt Securities
(filed as Exhibit 5 to Pre-Effective Amendment No. 1 to
Form S-3 Registration Statement No. 333-27311, filed
September 8, 1997).
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 to Pre-Effective Amendment No. 1 to Form
S-3 Registration Statement No. 333-27311, filed September
8, 1997).
23.1 -- Consent of Ernst & Young LLP.
*23.2 -- Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*23.3 -- Consent of counsel (contained in Exhibit 5).
*24.1 -- Power of Attorney (filed as Exhibit 24.1 to Form S-3
Registration Statement No. 333-27311, filed May 16,
1997).
*24.2 -- Certified copy of resolutions authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.2 to
Form S-3 Registration Statement No. 333-27311, filed May
16, 1997).
*24.3 -- Power of Attorney (filed as Exhibit 24.3 to Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement No.
333-27311, filed September 8, 1997).
*24.4 -- Certified copy of resolutions authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.4 to
Pre-Effective Amendment No. 1 to Form S-3 Registration
Statement No. 333-27311, filed September 8, 1997).
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EXHIBIT
NUMBER DESCRIPTION
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*25 -- Statement of Eligibility and Qualification on Form T-1
for the Indenture (filed as Exhibit 25 to Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement No.
333-27311, filed September 8, 1997).
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* Such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-27311) and related Prospectus of
Transcontinental Gas Pipe Line Corporation for the registration of $500 million
of debt securities and to the incorporation by reference therein of our report
dated February 7, 1997, with respect to the consolidated financial statements of
Transcontinental Gas Pipe Line Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
September 22, 1997
