AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2003
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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THE WILLIAMS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0569878
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
securities pursuant to Section 12(b) of registration sercurities pursuant to
the Exchange Act and is effective upon Section 12(g) of the Exchange Act and
filing pursuant to General Instruction is effective pursuant to General
A.(c), check the following box. [ ] Instruction A.(d), check the following
box. [X]
Securities Act registration statement file number to which this form
relates: [333-85568]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
5.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES DUE 2033
COMMON STOCK, $1.00 PAR VALUE PER SHARE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Descriptions of the new 5.50% Junior Subordinated Convertible
Debentures due 2033 and the new Common Stock, $1.00 par value per share of The
Williams Companies, Inc. (the "Registrant") are set forth under the headings
"Description of the Convertible Debentures" and "Description of Capital Stock,"
respectively, in the prospectus forming part of the Registrant's registration
statement on Form S-3 (File No. 333-106504), as amended from time to time (the
"Registration Statement"), filed with the Securities and Exchange Commission on
June 26, 2003 and amended by Amendment No. 1 to the Registration Statement on
July 23, 2003, which information is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits to this registration statement have been filed
as exhibits to the Registration Statement and are hereby incorporated herein by
reference.
EXHIBIT
NUMBER DESCRIPTION
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1.1 Purchase Agreement, dated May 20, 2003 between the Registrant
and the Initial Purchaser named therein.*
4.1 Indenture, dated May 28, 2003, between the Registrant and
JPMorgan Chase Bank, as trustee.*
4.2 Registration Rights Agreement, dated May 28, 2003, between the
Registrant and the Initial Purchaser named therein.*
4.3 Form of Convertible Debenture (contained in Exhibit 4.1)*
5.1 Opinion of White & Case LLP as to the legality of the
convertible debentures and the common stock issuable upon
conversion of the convertible debentures (contained in
Exhibit 8.1).*
8.1 Opinion of White & Case LLP as to certain tax matters.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of White & Case LLP (contained in Exhibit 8.1).*
24.1 Power of Attorney.*
25.1 Statement of Eligibility of JPMorgan Chase Bank, as trustee, on
Form T-1 with respect to the issuance of the Convertible
Debentures due June 1, 2033 by the Registrant pursuant to the
Indenture between the Registrant and JPMorgan Chase Bank, as
trustee.*
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* Previously filed as an exhibit to the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
THE WILLIAMS COMPANIES, INC.
Date: July 24, 2003 By: /s/ TONY GEHRES
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Name: Tony Gehres
Title: Associate General Counsel
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1 Purchase Agreement, dated May 20, 2003 between the Registrant
and the Initial Purchaser named therein.*
4.1 Indenture, dated May 28, 2003, between the Registrant and
JPMorgan Chase Bank, as trustee.*
4.2 Registration Rights Agreement, dated May 28, 2003, between the
Registrant and the Initial Purchaser named therein.*
4.3 Form of Convertible Debenture (contained in Exhibit 4.1)*
5.1 Opinion of White & Case LLP as to the legality of the
convertible debentures and the common stock issuable upon
conversion of the convertible debentures (contained in
Exhibit 8.1).*
8.1 Opinion of White & Case LLP as to certain tax matters.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of White & Case LLP (contained in Exhibit 8.1).*
24.1 Power of Attorney.*
25.1 Statement of Eligibility of JPMorgan Chase Bank, as trustee, on
Form T-1 with respect to the issuance of the Convertible
Debentures due June 1, 2033 by the Registrant pursuant to the
Indenture between the Registrant and JPMorgan Chase Bank, as
trustee.*
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* Previously filed as an exhibit to the Registration Statement.