UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)*
Williams Coal Seam Gas Royalty Trust
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(Name of Issuer)
Units of Beneficial Interest
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(Title of Class of Securities)
969450 10 5
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(CUSIP Number)
Brian K. Shore
One Williams Center
Tulsa, Oklahoma 74172
(918) 573-4794
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 19, 2003
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), ss.240.13d-1(f) or ss.240.13d-1(g), check
the following box [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 person's
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).
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SCHEDULE 13D/A
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CUSIP NO. 969450 10 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Williams Companies Inc. IRS No. 73-0569878
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,312,491*
NUMBER OF ------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,312,491*
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,312,491 as trust units**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.84%**
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14 TYPE OF REPORTING PERSON
CO
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* The 2,312,491 units of beneficial interest covered by this item were purchased
by Williams upon exercise of its Call Option but have not been sold to the
public.
** Beneficial ownership percentages set forth herein assume that there are
9,700,000 units of the Trust outstanding.
INTRODUCTORY NOTE
On August 30, 2000, The Williams Companies, Inc., a Delaware
corporation ("Williams"), filed a Schedule 13D/A reporting that it had acquired
shared voting power with respect to 3,568,791 units of beneficial interest (the
"Subject Units") in the Trust pursuant to a Nominee and Voting Rights Agreement,
dated August 11, 2000, entered into by Williams and Quatro Finale IV, LLC
("Quatro") (as amended by Amendment No. 1 dated November 8, 2001, the "Nominee
and Voting Rights Agreement"). The Nominee and Voting Rights Agreement was
entered into in connection with the sale of the Subject Units to Quatro pursuant
to the Purchase and Sale Agreement dated August 11, 2000 between Williams and
Quatro (as amended by Amendment No. 1 dated September 26, 2001, the "Purchase
Agreement"). Also pursuant to the Purchase Agreement, Williams acquired a call
option (the "Call Option"), to purchase, in one or more lots of 10,000 units,
the Subject Units (as reported on Form 4 filed September 26, 2000) and Quatro
acquired an option to require Williams to purchase the Subject Units (the "Put
Option"). In December of 2001 and in January of 2002, Williams, through several
exercises of its Call Option, purchased an aggregate of 260,000 of the Subject
Units from Quatro (the "Trust Units"), changing only the form by which it
beneficially owned a portion of the Subject Units from derivative securities to
underlying securities. During December of 2001 and January of 2002 Williams also
sold many of the Trust Units it had acquired pursuant to its Call Option in the
public market under an effective registration statement on Form S-3 filed
September 28, 2001.
On January 4, 2002, Williams filed a Schedule 13D/A reporting that it
had shared voting power with respect to 3,308,791 Subject Units and sole voting
and dispositive power of 85,600 Trust Units.
On April 22, 2002, Williams filed a Schedule 13D/A reporting that it
had shared voting power with respect to 3,108,791 Subject Units and sole voting
and dispositive power of 143,400 Trust Units.
On September 4, 2002, Williams filed a Schedule 13D/A reporting that it
had shared voting power with respect to 3,008,791 Subject Units and sole voting
and dispositive power of 60,000 Trust Units.
On October 2, 2002, Williams filed a Schedule 13D/A reporting that it
had shared voting power with respect to 2,858,791 Subject Units and sole voting
and dispositive power of 108,800 Trust Units.
On November 20, 2002, Williams filed a Schedule 13D/A reporting that it
had shared voting power with respect to 2,708,791 Subject Units and sole voting
and dispositive power of 150,000 Trust Units.
On December 12, 2002, Williams filed a Schedule 13D/A reporting that it
had shared voting power with respect to 2,608,791 Subject Units and sole voting
and dispositive power of 118,300 Trust Units.
On January 8, 2003, Williams filed a Schedule 13D/A reporting that it
had shared voting power with respect to 2,608,791 Subject Units and sole voting
and dispositive power of 4,000 Trust Units.
On June 20, 2003, Williams filed a Schedule 13D/A reporting that it had
sole voting and dispositive power of 2,514,391 Trust Units.
On July 10, 2003, Williams filed a Schedule 13D/A reporting that it had
sole voting and dispositive power of 2,411,791 Trust Units
The purpose of this Amendment No. 11 on Schedule 13D/A is to reflect
the fact that Williams has sold underlying Trust Units that it acquired pursuant
to exercises of its Call Option.
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 11 on Schedule 13D/A (this "Amendment No. 11")
relates to the Trust Units and is being filed by Williams. This Amendment No. 11
amends Items 3 and 5 of Amendment No. 10 on Schedule 13D/A filed on July 10,
2003.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Williams acquired beneficial ownership of the Subject Units on August
11, 2000 in the form of a Call Option granted to it by Quatro pursuant to the
Purchase Agreement. Williams was granted the Call Option by Quatro in exchange
for the Put Option to Quatro under the Purchase Agreement. The Call Option may
be exercised at a stated strike price, which is subject to certain adjustments
(including with respect to certain distributions, tax credits, adjustments
thereto and accrued interest). Williams, through a series of exercises of its
Call Option, acquired an aggregate of 2,608,791 Trust Units from January 4, 2003
through June 18, 2003. Williams funded the purchase of the Trust Units through
general corporate funds.
From July 9, 2003 to August 19, 2003, Williams sold an aggregate of
99,300 Trust Units in the public market through ordinary broker-dealer
transactions pursuant to an effective registration statement filed on September
28, 2001 at the market price on the date of sale. The weighted average price
received by Williams for the sale of the Trust Units was $12.2121.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER AS OF AUGUST 19, 2003.
(a) There were 9,700,000 units of the Trust outstanding as of
March 1, 2002. Williams is deemed to be the beneficial owner
of 2,312,491 units, which are owned in the form of common
units. The units constitute 23.84% of the issued and
outstanding common units.
(b) Sole power to vote or to direct the vote: 2,312,491
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 2,312,491
Shared power to dispose or to direct the disposition: 0
(c) There have been reportable transactions with respect to the
Trust Units within the last 60 days by Williams, which have
been reported on Form 4.
(d) Williams has the right to receive distributions from, and
proceeds from the sale of, the Trust Units reported in Item 9
of the cover page.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No change.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable 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.
Dated: August 21, 2003
By: /s/ Brian K. Shore
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Name: Brian K. Shore
Title: Secretary
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