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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Williams Partners L.P.
(Name of Issuer)
Common Units
Representing Limited Partner Interests
(Title of Class of Securities)
James J.
Bender
One Williams Center
Tulsa, Oklahoma
74172-0172
(918) 573-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
February 19, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover
page shall be filled out for a reporting persons initial filing on this
form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP No. 96950F104 |
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1. |
Name of Reporting Person: The Williams
Companies, Inc. |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO (please see Item 3) |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of
Organization: Delaware |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 0 |
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8. | Shared Voting
Power: 11,613,527 common units |
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9. | Sole Dispositive
Power: 0 |
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10. | Shared Dispositive
Power: 11,613,527 common units |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 11,613,527 common units |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. |
Percent of Class Represented by
Amount in Row (11): 22.0% |
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14. | Type of Reporting Person (See
Instructions): HC;CO |
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2
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CUSIP No. 96950F104 |
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1. |
Name of Reporting Person: Williams Energy
Services, LLC |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO
(please see Item 3) |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of
Organization: Delaware |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 0 |
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8. | Shared Voting
Power: 8,787,149 common units |
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9. | Sole Dispositive
Power: 0 |
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10. | Shared Dispositive
Power: 8,787,149 common units |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 8,787,149 common units |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by
Amount in Row (11): 16.7% |
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14. | Type of Reporting Person (See
Instructions): OO - limited liability company |
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3
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CUSIP No. 96950F104 |
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1. |
Name of Reporting Person: Williams
Energy, L.L.C. |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO
(please see Item 3) |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of
Organization: Delaware |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 0 |
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8. | Shared Voting
Power: 2,952,233 common units |
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9. | Sole Dispositive
Power: 0 |
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10. | Shared Dispositive
Power: 2,952,233 common units |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,952,233 common units |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by
Amount in Row (11): 5.6% |
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14. | Type of Reporting Person (See
Instructions): OO - limited liability company |
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CUSIP No. 96950F104 |
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1. |
Name of Reporting Person: MAPCO Inc. |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO
(please see Item 3) |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of
Organization: Delaware |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 0 |
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8. | Shared Voting
Power: 2,952,233 common units |
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9. | Sole Dispositive
Power: 0 |
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10. | Shared Dispositive
Power: 2,952,233 common units |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,952,233 common units |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by
Amount in Row (11): 5.6% |
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14. | Type of Reporting Person (See
Instructions): CO |
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CUSIP No. 96950F104 |
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1. |
Name of Reporting Person: Williams
Partners Holdings LLC |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO
(please see Item 3) |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of
Organization: Delaware |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 0 |
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8. | Shared Voting
Power: 2,826,378 common units |
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9. | Sole Dispositive
Power: 0 |
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10. | Shared Dispositive
Power: 2,826,378 common units |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,826,378 common units |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by
Amount in Row (11): 5.4% |
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14. | Type of Reporting Person (See
Instructions): OO - limited liability company |
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CUSIP No. 96950F104 |
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1. |
Name of Reporting Person: Williams Partners GP LLC |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO (please see Item 3) |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of
Organization: Delaware |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 0 |
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8. | Shared Voting
Power: 3,363,527 |
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9. | Sole Dispositive
Power: 0 |
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10. | Shared Dispositive
Power: 3,363,527 |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person:* 3,363,527 |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by
Amount in Row (11): 6.4% |
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14. | Type of Reporting Person (See
Instructions): HC; OO - limited liability company |
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* In
addition to 3,363,527 common units,
Williams Partners GP LLC, the sole general partner of Williams Partners L.P., owns a 2% general
partner interest in and incentive distribution rights (which represent the right to receive
increasing percentages of quarterly distributions in excess of specified amounts) in Williams
Partners L.P.
4
Introduction
This
Amendment No. 6 further amends Items 2, 3, 4 and 5 and
Schedule 1 of the Schedule
13D originally filed by The Williams Companies, Inc.
(TWC), Williams Energy Services, LLC (WES), Williams
Energy, L.L.C. (WE), MAPCO Inc. (MAPCO),
Williams Partners Holdings LLC (Holdings) and
Williams Partners GP LLC (GP LLC) with the
SEC on September 2, 2005 (the Original Schedule 13D), as amended by Amendment No. 1 filed on
April 13, 2006 (Amendment No. 1), Amendment
No. 2 filed on June 26, 2006 (Amendment No. 2),
Amendment No. 3 filed on December 19, 2006 (Amendment
No. 3), Amendment No. 4 filed on December 20, 2007 (Amendment No. 4)
and Amendment No. 5 Filed on January 18, 2008 (Amendment No. 5).
This statement relates to common units representing limited partner interests (Common Units) of
Williams Partners L.P., a Delaware limited partnership (the Issuer). Unless specifically amended
hereby the disclosure set forth in the Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5
shall remain unchanged. This Amendment No. 6 is filed by TWC,
WES, WE, MAPCO, Holdings and GP LLC (collectively, the Reporting Persons).
Item 2. Identity and Background
The
information previously provided in response to this Item 2 is
hereby amended by adding the following:
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning the executive officers, board of directors and each person controlling
the Reporting Persons, as applicable (collectively, the Listed Persons), required by Item
2 of Schedule 13D is provided on Schedule 1 and is incorporated by reference herein. To the
Reporting Persons knowledge, none of the persons listed on Schedule 1 as a director or executive
officer of GP LLC, TWC, WE, MAPCO, Williams Midstream Natural Gas Liquids, Inc. (Williams Midstream), Williams Natural Gas Liquids, Inc. (Williams NGLs), ESPAGAS USA Inc. (ESPAGAS), Holdings or WES has been, during the last five years, (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
In
addition to MAPCO, Holdings has three members, which are
Williams Midstream, Williams NGLs, and ESPAGAS (collectively, the
Additional Holdings Members), each of which is a Delaware
corporation whose principal business is to hold interests in
Holdings and, in some cases, other entities. The business address of each of the Additional Holdings Members is One Williams Center, Tulsa, Oklahoma 74172-0172. To the Reporting Persons knowledge, none of the
Additional Holdings Members has been, during the last five years,
(i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The information previously provided in response to this Item 3 is hereby amended by adding the
following:
All of the Issuers
7,000,000 subordinated units representing limited partner interests in the Partnership (Subordinated Units)
converted into
Common Units on a one-for-one basis on February 19, 2008 upon the satisfaction of certain financial tests for the early termination of the
subordination period set forth in the Issuers Amended and Restated Agreement of Limited Partnership, as amended by Amendments No. 1, 2 and 3 thereto
(the Partnership Agreement).
References to, and
descriptions of, the Partnership Agreement as set forth in this Item 3 are qualified in their entirety by reference to the
Partnership Agreement filed as Exhibit 3.3 to the
Issuers annual report on Form 10-K (File No. 001-32599) filed with the Commission on February 28, 2007.
5
Item 4. Purpose of Transaction
The information previously provided in response to this Item 4 is hereby amended by
replacing the text thereof in its entirety with the following:
The Common Units reported in Item 3 above were acquired for investment purposes.
Pursuant to the Amended and Restated Limited Liability Company Agreement of GP LLC (the GP
LLC Agreement), WES has the right to appoint the board of directors of GP LLC. Through the right
to appoint the board of directors of GP LLC pursuant to the GP LLC Agreement, WES and, through its
100% direct ownership of WES, TWC have the ability to influence the management policies and control
of the Issuer with the aim of increasing the value of the Issuer, and thus, the Reporting Persons
investment.
The Subordinated Units beneficially owned by WES converted into Common Units on a
one-for-one basis on February 19, 2008 upon the satisfaction of certain financial tests set forth in the Issuers
Partnership Agreement WES and the other former owners of the Subordinated Units may
distribute the Common Units issued upon conversion of the Subordinated Units to their respective
members.
Pursuant to the terms of the Partnership Agreement, among other conditions, GP LLC
may not be removed from its position as general partner of the Issuer
unless
662/3% of the
outstanding units, voting together as a single class, including units held
by GP LLC and its affiliates, vote to approve such removal and the Issuer receives an opinion of
counsel regarding limited liability and tax matters. Any removal of GP LLC is also subject to the
approval of a successor general partner by the vote of the holders of a majority of the outstanding
units, voting as separate classes. The ownership of more than
331/3% of the
outstanding units by GP LLC and its affiliates would give them the practical inability to prevent
GP LLCs removal.
The Partnership Agreement contains specific provisions that are intended to
discourage a person or group from attempting to remove GP LLC as the Issuers general partner or
otherwise change the Issuers management. If any person or group other than GP LLC and its
affiliates acquires beneficial ownership of 20% or more of any class of units, that person or group
loses voting rights on all of its units. This loss of voting rights does not apply to any person
or group that acquires the units from GP LLC or its affiliates and any transferees of that person
or group approved by GP LLC or to any person or group who acquires the units with the prior
approval of the board of directors of GP LLC.
Under the Partnership Agreement, the Issuer has agreed to register for resale under the
Securities Act and applicable state securities laws any Common Units, Subordinated Units or other
partnership securities proposed to be sold by GP LLC or any of its affiliates or their assignees if
an exemption from the registration requirements is not otherwise available. These registration
rights continue for two years following any withdrawal or removal of GP LLC as the Issuers general
partner.
On April 6, 2006, the Issuer entered into a Purchase and Sale Agreement (the Initial Purchase
Agreement) with WES, Williams Field Services Group, LLC (WFSG), Williams Field Services Company,
LLC (WFSC), GP LLC and Williams Partners Operating LLC, the operating subsidiary of the Issuer
(Williams OLLC). Pursuant to the Initial Purchase Agreement, WES, WFSG, WFSC and GP LLC agreed
to contribute to the Issuer a 25.1% membership interest (the Initial Four Corners Interest) in
Williams Four Corners LLC (Four Corners) for aggregate consideration of $360.0 million. The
following description of the Initial Purchase Agreement is qualified in its entirety by reference
to the Initial Purchase Agreement filed as Exhibit 2.1 to the Issuers current report on Form 8-K
(File No. 001-32599) filed with the Commission on April 7, 2006 which is incorporated in its
entirety in this Item 4.
In accordance with the Initial Purchase Agreement, on June 20, 2006, the Issuer, Williams
OLLC, WES, WFSG, WFSC and GP LLC entered into a Contribution, Conveyance and Assumption Agreement
(the Contribution Agreement) pursuant to which WES, WFSG, WFSC and GP LLC contributed
the Initial Four Corners Interest to the Issuer in exchange for
aggregate consideration of approximately $360.0
million. On June 20, 2006 and prior to the closing of the transactions
contemplated by the Contribution Agreement, WFSC contributed to Four Corners its natural
gas gathering, processing and treating assets in the San Juan Basin in New Mexico and Colorado.
The foregoing description of the Contribution Agreement is qualified in its entirety by
reference to the Contribution Agreement filed as Exhibit 10.1 to the Issuers current
report on Form 8-K (File No. 001-32599) filed with the Commission on June 20, 2006 which is
incorporated in its entirety in this Item 4.
On June 20, 2006, the Issuer also closed a public offering of 7,590,000 Common Units at a
public offering price of $31.25 per Common Unit and a private placement
of $150 million aggregate principal amount of 71/2% Senior Notes due 2011. A portion of the net
proceeds of these offerings were used to pay the purchase price for the Initial Four Corners Interest. The
offerings and the acquisition of the Initial Four Corners Interest
materially increased the capitalization of the Issuer.
On November 16, 2006, the Issuer entered into a Purchase and Sale Agreement (the Subsequent
Purchase Agreement) with WES, WFSG, WFSC, GP LLC and Williams OLLC. Pursuant to the Subsequent
Purchase Agreement, WES, WFSG, WFSC and GP LLC agreed to contribute to the Issuer the remaining 74.9%
membership interest in Four Corners that the Issuer did not already own (the Remaining Four
Corners Interest) for aggregate consideration of
$1.223 billion, subject to
possible adjustment in favor of the Issuer. The foregoing description of the Subsequent Purchase Agreement is
qualified in its entirety by reference to the Subsequent Purchase Agreement filed as Exhibit 2.1 to
the Issuers current report on Form 8-K (File No. 001-32599) filed with the Commission on November
21, 2006 which is incorporated in its entirety in this Item 4.
In accordance with the Subsequent Purchase Agreement, on December 13, 2006, Issuer,
Williams OLLC, WES, WFSC, WFSG and GP LLC entered into a Contribution, Conveyance and Assumption
Agreement pursuant to which WES, WFSG, WFSC and GP LLC contributed
the Remaining Four Corners Interest in exchange for aggregate consideration of $1.223 billion.
On December 13, 2006, the Issuer also closed (i) a public offering of 8,050,000 Common Units at a
public offering price of $38.00 per Common Unit, (ii) a private
placement of $600 million aggregate principal amount of
71/4%
Senior Notes due 2017 and (iii) a private placement of 2,905,030 Common Units and 6,805,492
Class B units representing limited partner interest in the Issuer (Class B Units)
at a negotiated purchase price of $36.59 per Common Unit and $35.81 per Class B Unit. The
net proceeds from these offerings were used to pay the purchase price for the Remaining
Four Corners Interest. These offerings and the acquisition materially
increased the capitalization of the Issuer. The Class B units
converted into Common Units on a one-for-one basis on May 21,
2007 upon the approval of the Issuers common unitholders.
On November 30, 2007, the Issuer entered into a Purchase and Sale Agreement (the Wamsutter
Purchase Agreement) with WES, WFSG, WFSC, GP LLC and Williams OLLC. Pursuant to the Wamsutter
Purchase Agreement, WES, WFSG, WFSC and GP LLC agreed to contribute to the Issuer 100% of the Class
A limited liability company membership interests and 50% of the initial Class C units representing
limited liability company membership interests (the Wamsutter Interest) in Wamsutter for aggregate consideration of $750.0 million. The following description of the
Wamsutter Purchase Agreement is qualified in its entirety by reference to the Wamsutter Purchase
Agreement filed as Exhibit 2.1 to the Issuers current report on Form 8-K (File No. 001-32599)
filed with the Commission on December 3, 2007 which is incorporated in its entirety in this Item 4.
In accordance with the Wamsutter Purchase Agreement, on December 11, 2007, WFSC and Wamsutter
entered into an Assignment Agreement (the Assignment Agreement) pursuant to which WFSC
transferred an approximate 1,700-mile natural gas gathering system, including a natural gas
processing plant, located in the Washakie Basin in Wyoming to Wamsutter. The foregoing description
of the Assignment Agreement is qualified in its entirety by reference to the Assignment Agreement
filed as Exhibit 10.1 to the Issuers current report on Form 8-K (File No. 001-32599) filed with
the Commission on December 17, 2007 which is incorporated in its entirety in this Item 4.
In accordance with the Wamsutter Purchase Agreement, on December 11, 2007, the Issuer,
Williams OLLC, WES, WFSG, WFSC and GP LLC entered into a Contribution, Conveyance
and Assumption Agreement (the Wamsutter Contribution Agreement) pursuant to which WES, WFSG, WFSC
and GP LLC contributed the Wamsutter Interest to the Issuer in exchange for aggregate consideration
of $750.0 million. The foregoing description of the Wamsutter Contribution Agreement is qualified
in its entirety by reference to the Wamsutter Contribution Agreement filed as Exhibit 10.2 to the
Issuers current report on Form 8-K (File No. 001-32599) filed with the Commission on December 17,
2007 which is incorporated in its entirety in this Item 4.
On December 11, 2007, the Issuer also closed a public offering of 9,250,000 common units at a
public offering price of $37.75 per Common Unit. The Issuer used the net proceeds from this
offering to pay $333.3 million of the $750 million aggregate consideration to acquire the Wamsutter
Interest and to pay approximately $1.9 million of estimated expenses associated with the offering
and the acquisition of the Wamsutter Interest. The Issuer financed the remainder of the aggregate
consideration through (i) $250 million of term loan borrowings less associated transactions costs
under the Issuers $450 million revolving credit facility, (ii) the issuance of 4,163,527
unregistered Common Units to GP LLC and (iii) the increase in GP LLCs capital account in the
amount of approximately $10.3 million to allow it to maintain its 2% general partner interest in GP
LLC.
The
public offering and the issuance of unregistered common units to GP
LLC materially increased the capitalization
of the Issuer.
The information provided in Item 3 above is hereby incorporated by reference herein.
The Issuer may from time to time increase the amount of its quarterly distribution to
unitholders at the discretion of the board of directors of GP LLC. The information provided under
the caption Issuers Partnership Agreement-Cash Distributions under Item 6 below is hereby
incorporated by reference herein.
As of the date of this Schedule 13D, none of the Reporting Persons, and to the Reporting
Persons knowledge, none of the Listed Persons has any plans or proposals which relate to or would
result in any of the following actions, except as disclosed herein
and except that (i) the Reporting
Persons or their affiliates or the Listed Persons may, from time to time or at any time, subject to
market and general economic conditions and other factors, purchase additional Common Units in the
open market, in privately negotiated transactions or otherwise, or sell at any time all or a
portion of the Common Units now owned or hereafter acquired by them to one or
more purchasers, (ii) members of the board of directors of GP LLC may
choose not to stand for re-election at the end of their respective
terms and (iii) the Issuer may issue Common Units or other securities
representing interests in the Issuer to participants, including executive officers and directors of GP LLC, pursuant to GP LLCs Long Term Incentive Plan:
6
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the acquisition by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; |
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an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; |
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a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
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any change in the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board; |
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any material change in the present capitalization or dividend policy of the Issuer; |
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any other material change in the Issuers business or corporate structure including but not
limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940; |
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changes in the Issuers charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person; |
7
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causing a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; |
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a class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or |
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any action similar to any of those enumerated above. |
Depending on the factors described in the preceding paragraph, and other factors that may
arise in the future, the Listed Persons may be involved in such matters and, depending on the facts
and circumstances at such time, may formulate a plan with respect to such matters. In addition,
the Listed Persons may entertain discussions with, and proposals to, the Issuer, to other
unitholders of the Issuer or to third parties.
References to, and descriptions of, the Partnership Agreement of the Issuer as set
forth in this Item 4 are qualified in their entirety by reference to the Partnership Agreement, as
amended, filed as Exhibit 3.3 to the Issuers annual report on Form 10-K (File
No. 001-32599) filed with the Securities and Exchange Commission (the Commission) on
February 28, 2007 which is incorporated in its entirety in this Item 4. References to, and
descriptions of, the GP LLC Agreement as set forth in this Item 4 are qualified in their entirety
by reference to the GP LLC Agreement filed as Exhibit 3.2 to the Issuers current report on Form
8-K (File No. 001-32599) filed with the Commission on August 26, 2005 which is incorporated in its
entirety in this Item 4. References to, and descriptions of, the Initial Purchase Agreement as set
forth in this Item 4 are qualified in their entirety by reference to the Initial Purchase Agreement
filed as Exhibit 2.1 to the Issuers current report on Form 8-K (File No. 001-32599) filed with the
Commission on April 7, 2006 which is incorporated in its entirety in this Item 4. References to,
and descriptions of, the Interest Contribution Agreement as set forth in this Item 4 are qualified
in their entirety by reference to the Interest Contribution Agreement filed as Exhibit 10.1 to the
Issuers current report on Form 8-K (File No. 001-32599) filed with the Commission on June 20, 2006
which is incorporated in its entirety in this Item 4. References to, and descriptions of, the
Subsequent Purchase Agreement as set forth in this Item 4 are qualified in their entirety by
reference to the Subsequent Purchase Agreement filed as Exhibit 2.1 to the Issuers current report
on Form 8-K (File No. 001-32599) filed with the Commission on November 21, 2006 which is
incorporated in its entirety in this Item 4. References to, and descriptions of, the Wamsutter Purchase Agreement as set forth in this Item 4
are qualified in their entirety by reference to the Wamsutter Purchase Agreement filed as Exhibit
2.1 to the Issuers current report on Form 8-K (File No. 001-32599) filed with the Commission on
December 17, 2007, which is incorporated in its entirety in this Item 4. References to, and
descriptions of, the Assignment Agreement as set forth in this Item 4 are qualified in their
entirety by reference to the Assignment Agreement filed as Exhibit 10.1 to the Issuers current
report on Form 8-K (File No. 001-32599) filed with the Commission on December 17, 2007, which is
incorporated in its entirety in this Item 4. References to, and descriptions of, the Wamsutter
Contribution Agreement as set forth in this Item 4 are qualified in their entirety by reference to
the Wamsutter Contribution Agreement filed as Exhibit 10.2 to the Issuers current report on Form
8-K (File No. 001-32599) filed with the Commission on December 17, 2007, which is incorporated in
its entirety in this Item 4.
Item 5. Interest in Securities of the Issuer
The information previously provided in response to this Item 5 is hereby amended by
replacing the text thereof in its entirety with the following:
(a)
(1) WES
is the record owner of 1,045,923 Common Units and, as the sole
stockholder of MAPCO, the sole member of Williams Discovery Pipeline LLC (Williams
Pipeline) and the sole member of GP LLC, may, pursuant to
Rule 13d-3, (Rule 13d-3) of the Securities Exchange
Act of 1934, as amended (the Exchange Act), be deemed to beneficially own
the 2,952,233 common units held of record by WE, the 1,425,466 common units held of record by
Williams Pipeline and the 3,363,527 common units held of record by
GP LLC, for a total of 8,787,149 Common Units, which based on calculations made in
accordance with Rule 13d-3 and there being 52,774,728 common
units outstanding as of February 19, 2008, represents 16.7% of the outstanding Common Units.
WES, as the sole member of GP LLC, may also, pursuant to Rule 13d-3, be deemed to beneficially own
the 2% general partner
8
interest and the incentive distribution rights (which represent the right to receive
increasing percentages of quarterly distributions in excess of specified amounts) in the Issuer
held by GP LLC.
(2) TWC, as the direct or indirect 100% owner of each of WES, WE, Williams Pipeline and
Holdings may, pursuant to Rule 13d-3, be deemed to beneficially own the aggregate 11,613,527 Common
Units held of record by WES, GP LLC, WE, Williams Pipeline and Holdings, which based on calculations made
in accordance with Rule 13d-3 and there being 52,774,728 Common
Units outstanding as of February 19, 2008, represents 22.0% of the outstanding Common Units.
TWC, as
the sole member of WES, as the sole member of GP LLC, may also, pursuant to Rule 13d-3, be deemed
to beneficially own the 2% general partner interest and the incentive distribution rights (which
represent the right to receive increasing percentages of quarterly distributions in excess of
specified amounts) in the Issuer held by GP LLC.
(3) GP LLC is the record owner of 3,363,527 Common Units, which based on the calculations made in
accordance with Rule 13d-3 and there being 52,774,728 common units outstanding as of February 19, 2008, represents 6.4% of the outstanding common units. GP LLC, as the sole general partner of the Issuer, also owns a 2% general partner interest and the incentive
distribution rights (which represent the right to receive increasing percentages of quarterly
distributions in excess of specified amounts) in the Issuer.
(4) WE is the record owner of 2,952,233 Common Units, which based on the calculation made in
accordance with Rule 13d-3 and there being 52,774,728 common units outstanding as of February 19,
2008, represents 5.6% of the outstanding Common Units.
(5) MAPCO, as the sole member of WE, may, pursuant to Rule 13d-3, be deemed to beneficially own the
2,952,233 Common Units, held of record by WE, which based on the calculations made in accordance
with Rule 13d-3 and there being 52,774,728 common units outstanding as of February 19, 2008,
represents 5.6% of the outstanding Common Units.
(6) Holdings is the record owner of 2,826,378 Common Units, which based on the calculation made in
accordance with Rule 13d-3 and there being 52,774,728 common units outstanding as of February 19,
2008, represents 5.4% of the outstanding Common Units.
(7) See Schedule 1 for the aggregate number and percentage of Common Units beneficially owned
by the Listed Persons.
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated
herein by reference. See Schedule 1 for the information
applicable to the Listed Persons.
(c) Except as described in Item 3 above or elsewhere in this Schedule 13D, none of the
Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons has effected any
transactions in the Common Units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from
the sale of, the respective Common Units reported by such persons on the cover pages of this
Schedule 13D and in this Item 5. See Schedule 1 for the information applicable to the Listed
Persons. The members of Holdings MAPCO, Williams Midstream, Williams NGLs and ESPAGAS may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Units beneficially owned by Holdings. Except for the foregoing and the cash distribution described in Item 6 below under the Caption Issuers Partnership Agreement Cash Distributions,
no other person is known by the Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, Common Units beneficially
owned by the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons.
(e) Not applicable.
9
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each
of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated:
February 28, 2008
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The Williams Companies, Inc. |
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By:
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/s/ Rodney J. Sailor |
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Name: Rodney J. Sailor |
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Title: Treasurer |
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Williams Energy Services, LLC |
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By:
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/s/ Rodney J. Sailor |
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Name: Rodney J. Sailor |
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Title: Treasurer |
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Williams Energy,
L.L.C. |
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By:
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/s/ Rodney J. Sailor |
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Name: Rodney J. Sailor |
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Title: Assistant Treasurer |
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MAPCO Inc. |
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By:
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/s/ Rodney J. Sailor |
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Name: Rodney J. Sailor |
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Title: Assistant
Secretary |
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Williams Partners
Holdings LLC |
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By:
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/s/ Rodney J. Sailor |
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Name: Rodney J. Sailor |
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Title: Treasurer |
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Williams Partners GP LLC |
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By:
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/s/ Rodney J. Sailor |
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Name: Rodney J. Sailor |
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Title: Treasurer |
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13
Schedule 1
Executive
Officers of The Williams Companies, Inc.
Alan
S. Armstrong
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior vice president, Midstream
Citizenship: USA
Amount
Beneficially Owned: 15,000 (less than 1%)* # & !
James
J. Bender
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior vice president and general counsel
Citizenship: USA
Amount Beneficially Owned: 2,000 (less than 1%)* # &
Donald
R. Chappel
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior vice president and chief financial officer
Citizenship: USA
Amount Beneficially Owned: 10,000 (less than 1%)* # &
Ralph
A. Hill
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior vice president, Exploration and Production
Citizenship: USA
Amount Beneficially Owned: 500 (less than 1%)* # &
Michael
P. Johnson, Sr.
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior vice president and chief administrative officer
Citizenship: USA
Amount Beneficially Owned: 5,000 (less than 1%)* # &
Steven
J. Malcolm
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
14
Principal Occupation: Chairman of the board, chief executive officer and president
Citizenship: USA
Amount Beneficially Owned: 25,100 (less than 1%)* $ @
Phillip
D. Wright
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior vice president, Gas Pipeline
Citizenship: USA
Amount Beneficially Owned: 2,000 (less than 1%)* # &
Board
of Directors of The Williams Companies, Inc.
Irl
Engelhardt
c/o Peabody Energy
701 Market Street, 9
th Floor
St. Louis, Missouri 63101
Principal Occupation: Chairman and chief executive officer of Peabody Energy, a private-sector
coal company
Citizenship: USA
Amount Beneficially Owned: 0
Kathleen B. Cooper
c/o Southern Methodist University
213 Carr Collins Hall
330 University Boulevard
Dallas, TX 75275-0117
Principal Occupation: Senior Fellow
Citizenship: USA
Amount Beneficially Owned: 0
William R. Granberry
Compass Operating, LLC (Compass)
400 W. Illinois, Suite 1000
Midland, Texas 79701
Principal Occupation: Member of Compass, a company that explores for,
develops and produces oil
and gas in the Permian Basin of West Texas and southeast New Mexico
Citizenship: USA
Amount Beneficially Owned: 0
William
E. Green
425 Sherman Avenue, Suite 100
Palo Alto, California 94306
Principal Occupation: Founder of William Green & Associates, a Palo Alto, California law firm, and
vice president, general counsel and secretary of AIM Broadcasting, LLC, a broadcast media firm,
whose address is 480 Lytton Avenue, Suite 7, Palo Alto, California 94301
Citizenship: USA
Amount Beneficially Owned: 1,000 (less than 1%)* # &
Juanita
H. Hinshaw
7701 Forsyth Blvd., Suite 1000
Clayton, Missouri 63105
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 1,000 (less than 1%)* # &
W.R.
Howell
42113 N. 105
th Street
Scottsdale, Arizona 85262
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 5,000 (less than 1%)* # &
Charles
M. Lillis
9785 Maroon Circle, Suite 110
Englewood, Colorado 80112
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Principal Occupation: Co-founder and principal of LoneTree Partners, a private equity investing
group
Citizenship: USA
Amount Beneficially Owned: 0
George
A. Lorch
1125 Dormie Drive
Naples, Florida 34108
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 5,000 (less than 1%)+ #
William G. Lowrie
44 Goat Island Place
Sheldon, South Carolina 29941
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 1,350 (less than 1%)* # &
Frank T. MacInnis
c/o EMCOR Group, Inc.
301 Merritt Seven, 6
th Floor
Norwalk, Connecticut 06851
Principal Occupation: Chairman of the board and chief executive officer of EMCOR Group, Inc., an
electrical and mechanical construction and facilities management group
Citizenship: USA
Amount Beneficially Owned: 5,000 (less than 1%)* # &
Steven
J. Malcolm
(see above)
Janice D. Stoney
1314 Douglas-On-The-Mall
Omaha, Nebraska 68102
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 5,000 (less than 1%)+ #
Executive
Officers of MAPCO Inc.
Alan
S. Armstrong
(see above)
Board
of Directors of MAPCO Inc.
Alan
S. Armstrong
(see above)
R.T.
Cronk
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Vice president, technical services of Williams Midstream Gas and Liquids, a
segment of The Williams Companies, Inc.
Citizenship: USA
Amount Beneficially Owned: 0
Steven J. Malcolm
(see above)
Executive
Officers of Williams Energy, L.L.C.
Alan S. Armstrong
(see above)
Members
of the Management Committee of Williams Energy, L.L.C.
Alan
S. Armstrong
(see above)
R.T.
Cronk
(see above)
Steven J. Malcolm
(see above)
Executive
Officers of Williams Partners Holdings LLC
Alan S. Armstrong
(see above)
Executive Officers of Williams Midstream Natural Gas Liquids, Inc.
Alan S. Armstrong
(see above)
Board of Directors of Williams Midstream Natural Gas Liquids, Inc.
Alan S. Armstrong
(see above)
R. T. Cronk
(see above)
Steven J. Malcolm
(see above)
Executive Officers of Williams Natural Gas Liquids, Inc.
Alan S. Armstrong
(see above)
Board of Directors of Williams Natural Gas Liquids, Inc.
Alan S. Armstrong
(see above)
R. T. Cronk
(see above)
Steven J. Malcolm
(see above)
Executive Officers of ESPAGAS USA Inc.
Donald R. Chappel
(see above)
Board of Directors of ESPAGAS USA Inc.
Donald R. Chappel
(see above)
Paul V. Hunter
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172-0172
Principal Occupation: Director EHS&S Midstream EHS&Support
Services Midstream Gas and Liquids
Citizenship: USA
Amount Beneficially Owned: 0
Rodney J. Sailor
(see above)
16
Executive
Officers of Williams Energy Services, LLC
Steven J. Malcolm
(see above)
Alan
S. Armstrong
(see above)
Michael
P. Johnson
(see above)
Members of the Management Committee of Williams Energy Services, LLC
Steven
J. Malcolm
(see above)
Michael
P. Johnson
(see above)
Donald
R. Chappel
(see above)
Executive
Officers of Williams Partners GP LLC
Steven
J. Malcolm
(see above)
Donald
R. Chappel
(see above)
Alan
S. Armstrong
(see above)
James
J. Bender
(see above)
Board
of Directors of Williams Partners GP LLC
17
Steven J. Malcolm
(see above)
Donald
R. Chappel
(see above)
Alan
S. Armstrong
(see above)
Rodney J. Sailor
c/o Williams Partners GP LLC
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Director and Treasurer
Citizenship: USA
Amount Beneficially Owned: 0
Billy
Z. Parker
c/o Williams Partners GP LLC
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 8,616 (less than 1%)* #
&
Alice M. Peterson
c/o Williams Partners GP LLC
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: President of Syrus Global, a provider of ethics, compliance and reputation
management solutions
Citizenship: USA
Amount Beneficially Owned: 3,616 (less than 1%) *
&
H. Michael Krimbill
c/o Williams Partners GP LLC
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 26,243 (less than 1%) * &
* Listed Person has sole power to vote or direct the vote and sole power to dispose or to direct
the disposition of the Common Units
+ Listed Person holds such Common Units in joint tenancy with his wife and, therefore, the Listed
Person has shared power to vote or direct the vote and shared power to dispose or to direct the
disposition of the Common Units, and the Listed Persons wife also has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Units
#
Listed Person acquired a portion of Common Units pursuant to Issuers directed unit program
$ Listed Person acquired 25,000 Common Units pursuant to Issuers directed unit program and 100
Common Units in the open market
& Listed Person has right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such Common Units
@ Listed Person is the trustee of The Steven J. Malcolm Revocable Trust dated 01/19/2000, who has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such Common Units
! Listed
Person is the trustee of The Shelly Stone Armstrong Trust dated
August 10, 2004, who has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, 5,000 Common Units held by the Trust.
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