SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2003
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The Williams Companies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-4174 73-0569878
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Williams Center, Tulsa, Oklahoma 74172
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 918/573-2000
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Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 5, 2003, Northwest Pipeline Corporation ("Northwest Pipeline"),
a subsidiary of The Williams Companies, Inc. ("Williams") announced that it had
successfully completed its offer to exchange its 8.125 percent Exchange Senior
Notes due March 1, 2010, which are registered under the Securities Act of 1933,
for outstanding 8.125 percent Series A Senior Notes due March 1, 2010, that were
issued in a private offering on March 4, 2003. At the time of the issuance of
the Series A Senior Notes in March, Northwest Pipeline agreed to exchange them
for registered notes. At the close of business on June 3, 2003, $174.9 million,
or approximately 99.9 percent, of the 8.125 percent Series A Senior Notes had
been tendered for exchange for a like amount of the new 8.125 percent Exchange
Senior Notes pursuant to Northwest Pipeline's exchange offer. The exchange offer
expired at 5 p.m. Eastern time on Wednesday, May 28, 2003. The terms of the new
Exchange Senior Notes are substantially identical to the terms of the Series A
Senior Notes issued in March 2003, except that the Exchange Senior Notes have
been registered under the Securities Act of 1933, and the transfer restrictions,
registration rights and liquidated damages provisions relating to the Series A
Senior Notes do not apply to the Exchange Senior Notes.
Also on June 5, 2003, Williams announced that it had priced its
previously announced underwritten public offering of senior unsecured notes due
2010. The size of the offering was increased to $800 million from the previously
announced $500 million. The notes, scheduled to be delivered on June 10, were
priced at par to yield 8.625 percent. The notes will be issued under the
company's $3 billion shelf registration statement on Form S-3. The company will
use the net proceeds from the offering to improve corporate liquidity, for
general corporate purposes, and for payment of maturing debt obligations,
including the partial repayment of the company's senior unsecured 9.25 percent
notes due March 2004.
On June 6, 2003, Williams announced that it had obtained a new $800
million cash-collateralized credit facility, primarily for the purpose of
issuing letters of credit. The new credit facility replaced a $1.1 billion
credit line entered into last summer that was comprised of a $700 million
secured revolving facility and a $400 million secured letter of credit facility.
The majority of the company's midstream gas and liquids assets were security for
the previous agreement that has now been replaced by the new two-year,
cash-collateralized $800 million agreement. The new agreement releases the
midstream assets as collateral.
Item 7. Financial Statements and Exhibits.
Williams files the following exhibits as part of this report:
Exhibit 99.1 Copy of Williams' press release dated June 5, 2003,
publicly reporting the matters discussed herein.
Exhibit 99.2 Copy of Williams' press release dated June 5, 2003,
publicly reporting the matters discussed herein.
Exhibit 99.3 Copy of Williams' press release dated June 6, 2003,
publicly reporting the matters discussed herein.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Williams has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE WILLIAMS COMPANIES, INC.
Date: June 9, 2003 /s/ William H. Gault
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Name: William H. Gault
Title: Assistant Secretary
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Copy of Williams' press release dated June 5, 2003, publicly
reporting the matters discussed herein.
99.2 Copy of Williams' press release dated June 5, 2003, publicly
reporting the matters discussed herein.
99.3 Copy of Williams' press release dated June 6, 2003, publicly
reporting the matters discussed herein.