1 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): November 16, 2000 ------------------ The Williams Companies, Inc. ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-4174 73-0569878 --------------- ------------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) One Williams Center, Tulsa, Oklahoma 74172 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 918/573-2000 ------------ Not Applicable -------------- (Former name or former address, if changed since last report)
2 Item 5. Other Events. The Williams Companies, Inc., (the "Company") announced that its Board of Directors had authorized management to continue to pursue a tax free spinoff of the Company's communications business to the Company's shareholders. Item 7. Financial Statements and Exhibits. The Company files the following exhibit as part of this report: Exhibit 99. Copy of the Company's press release, dated November 16, 2000, publicly announcing the information reported herein. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE WILLIAMS COMPANIES, INC. Date: November 29, 2000 /s/ Shawna L. Gehres ---------------------------------------- Name: Shawna L. Gehres Title: Corporate Secretary 2
3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99 Copy of the Company's press release, dated November 16, 2000, publicly announcing the information reported herein.
1 EXHIBIT 99 NEWS RELEASE NYSE:WMB ================================================================================ Date: Nov. 16, 2000 Contact: Jim Gipson Rick Rodekohr Richard George Williams (media inquiries) Williams (investor inquiries) Williams (investor inquiries) (918) 573-2111 (918) 573-2087 (918) 573-3679 JIM.GIPSON@WILLIAMS.COM RICK.RODEKOHR@WILLIAMS.COM RICHARD.GEORGE@WILLIAMS.COM WILLIAMS BOARD APPROVES CONTINUED PATH TO SPIN-OFF WILLIAMS COMMUNICATIONS TULSA, Okla. -- Williams (NYSE:WMB) announced today that its board of directors authorized management to continue to pursue a tax free spinoff of the company's communications business to Williams' shareholders. Assuming market conditions and other factors continue to support today's action, the board would expect to vote during the first part of next year to set a record date, the ratio of a share of Williams Communications (NYSE:WCG) stock that will be issued for each share of Williams stock and to direct the distribution of WCG shares. "This important step continues a process that we believe remains in the best long-term interest of our shareholders," said Keith E. Bailey, chairman, president and chief executive officer of Williams. "Our energy and communications businesses have tremendous opportunities before them. Creating the most effective and efficient access to capital will help fuel that growth, and we believe that can best be achieved by creating two independent businesses." Once the spinoff is completed, Williams Communications, currently about 85 percent owned by Williams, would become an independent, publicly traded company.
2 ABOUT WILLIAMS Williams, through its subsidiaries, connects businesses to energy and communications. The company delivers innovative, reliable products and services through its extensive networks of energy-distributing pipelines and high-speed fiber-optic cables. Williams information is available at www.williams.com. ### Portions of this document may constitute "forward-looking statements" as defined by federal law. Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the "safe harbor" protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company's annual reports filed with the Securities and Exchange Commission.