As filed with the Securities and Exchange Commission on April 4, 2002.
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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THE WILLIAMS COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 73-0569878
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of Principal Executive Offices)
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THE WILLIAMS INVESTMENT PLUS PLAN
(Full title of plan)
----------------
SUZANNE H. COSTIN, ESQ.
The Williams Companies, Inc.
One Williams Center, Tulsa, OK 74172
(918) 573-2000
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered(1) Registered Per Unit(2) Offering Price(3) Fee
-------------------------------------------------------------------------------------------------
Common Stock,
($1 par value) 10,000,000(4) $23.75 $237,500,000 $21,850
=================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
(2) Estimated based on the reported New York Stock Exchange composite
transactions closing price on April 1, 2002.
(3) Estimated solely for the purpose of calculating the filing fee.
(4) Includes a number of Rights issuable under The Williams Companies, Inc.
Rights Plan equal to one-half of the number of shares registered
hereunder.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made a
part of this Registration Statement:
(a) Williams' Annual Report on Form 10-K for the year ended
December 31, 2001.
(b) Williams' Current Reports on Form 8-K filed January 4, 23 and
30, February 5 and 19, March 7, 8, 13, 20, 27 and 28 and
April 1, 2002.
(c) The description of Williams' common stock, par value $1.00 per
share, contained in Williams' Registration Statement on Form
S-3 filed April 4, 2002.
(d) The Plan's Annual Report on Form 11-K for the year ended
December 31, 2000.
All reports subsequently filed by Williams pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, prior to the termination of
the offering, shall be deemed to be incorporated herein by reference and to be a
part hereof.
Pursuant to General Instruction E to Form S-8, the contents of
Williams' Registration Statement No. 33-40979 on Form S-8 filed May 31, 1991,
and Williams' Registration Statement No. 33-51549 filed December 17, 1993, are
incorporated by reference herein.
ITEM 8. EXHIBITS.
4.1* Williams' Restated Certificate of Incorporation, as
supplemented (filed as Exhibit 3.1 to Williams' Registration
Statement on Form S-3 filed April 4, 2002).
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney.
24.2 Certified copy of resolution authorizing signatures pursuant
to Power of Attorney.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Williams certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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 4th day of
April, 2002.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By /s/ Suzanne H. Costin
-------------------------------------
(Suzanne H. Costin, 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 indicated on April 4, 2002:
SIGNATURE TITLE
--------- -----
* Chairman of the Board
-------------------------- (Principal Executive Officer)
Keith E. Bailey
* Senior Vice President
-------------------------- (Principal Financial Officer)
Jack D. McCarthy
* Controller
-------------------------- (Principal Accounting Officer)
Gary R. Belitz
* Director
--------------------------
Hugh M. Chapman
* Director
--------------------------
Glenn A. Cox
* Director
--------------------------
Thomas H. Cruikshank
* Director
--------------------------
William E. Green
* Director
--------------------------
W. R. Howell
* Director
--------------------------
James C. Lewis
* Director
--------------------------
Charles M. Lillis
* Director
--------------------------
George A. Lorch
* Director
--------------------------
Frank T. MacInnis
* Director
--------------------------
Steven J. Malcolm
* Director
--------------------------
Gordon R. Parker
* Director
--------------------------
Janice D. Stoney
* Director
--------------------------
Joseph H. Williams
*By /s/ Suzanne H. Costin
--------------------------
(Suzanne H. Costin, Attorney-in-fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan 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 4th day of April, 2002.
THE WILLIAMS INVESTMENT PLUS PLAN
By: /s/ SCOTT H. WELCH
--------------------------------
Scott H. Welch
Special Benefits Counsel
The Williams Companies, Inc.
INDEX TO EXHIBITS.
Exhibit Description
------- -----------
4.1* Williams' Restated Certificate of Incorporation,
as supplemented (filed as Exhibit 3.1 to Williams'
Registration Statement on Form S-3 filed April 4, 2002).
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney.
24.2 Certified copy of resolution authorizing signatures pursuant
to Power of Attorney.