SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
(FINAL AMENDMENT)
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE WILLIAMS COMPANIES, INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
969457100
(CUSIP Number of Class of Underlying Securities)
BRIAN K. SHORE, SECRETARY
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 573-2000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
PAMELA BAKER, ESQ.
STEPHEN E. FOX, ESQ.
SONNENSCHEIN NATH & ROSENTHAL LLP
8000 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 876-7934
CALCULATION OF FILING FEE
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
------------------------ -----------------------
$17,012,652 $1,376
----------
(1) Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase an aggregate of 13,452,658 shares of
common stock of The Williams Companies, Inc. having an aggregate value of
$17,012,652 as of May 16, 2003 will be exchanged pursuant to this offer.
The aggregate value of such options was calculated based on the
Black-Scholes option pricing model.
(2) The amount of the filing fee, calculated in accordance with Section 13(e) of
the Securities Exchange Act of 1934, as amended, equals $80.90 for each
$1,000,000 of the value of the transaction. The filing fee was paid in
connection with previous filings of this Schedule TO.
[ ] Check the 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: Not applicable.
Form of Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule TO, as amended (the "Tender Offer Statement") filed by The Williams
Companies, Inc., a Delaware corporation ("Williams"), relating to the offer (the
"Offer") by Williams to exchange certain outstanding employee options to
purchase its common shares, upon the terms and subject to the conditions set
forth in the Offer to Exchange dated May 27, 2003 (the "Offer to Exchange"), a
copy of which was attached as Exhibit (a)(1) to the Tender Offer Statement.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4, subparagraph (a) of the Tender Offer Statement is hereby
amended and supplemented to add the following:
The Offer expired at 4:00 p.m. Central Time, on June 25, 2003. Pursuant
to the Offer, we accepted for exchange 10,408,501 eligible options to purchase
shares of Williams' common stock, representing 79.86% of the options that were
eligible to be tendered in the Offer. Subject to the terms and conditions of the
Offer to Exchange, Williams will grant replacement options in exchange for the
eligible options accepted for exchange.
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.
THE WILLIAMS COMPANIES, INC.
By: /s/ MARCIA M. MACLEOD
-------------------------------------
Name: Marcia M. MacLeod
Title: Vice President Rewards and Policy
Date: July 7, 2003