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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
TRANSCO ENERGY COMPANY
(Name of Issuer)
Common stock, par value $0.50 per share
(Including the attached common share purchase rights)
(Title of Class and Securities)
89353210
(CUSIP Number of Class of Securities)
J. Furman Lewis
Senior Vice President and General Counsel
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
(918) 588-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Randall H. Doud, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 25, 1995
(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 Rule 13d-
1(b)(3) or (4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 89353210 (Common Stock)
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Williams Companies, Inc. 73-0569878
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
32,100,000 Shares
___________________________________________
(8) SHARED VOTING POWER
0
___________________________________________
(9) SOLE DISPOSITIVE POWER
32,100,000 Shares
____________________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The Purchaser has acquired 24,600,000 Shares pursuant to the
Offer. Assuming exercise of the Option under the Stock Option
Agreement, the Purchaser is the beneficial owner of 32,100,000
Shares.
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
60% (66.3%, assuming exercise in full of the Option under the
Stock Option Agreement.)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
This Amendment No. 7 amends and supplements the
Schedule 13D (the "Schedule 13D") dated December 16, 1994, as
amended, originally filed in connection with the tender offer
(the "Offer") by The Williams Companies, Inc., a Delaware
corporation (the "Purchaser"), to purchase up to 24,600,000 of
the outstanding shares of common stock, par value $0.50 per share
(and the attached common share purchase rights), of Transco
Energy Company, a Delaware corporation (the "Company"). Unless
otherwise defined herein, all terms used herein shall have the
meanings set forth in the Schedule 13D as previously amended
including Exhibit 1, the Offer to Purchase, dated December 16,
1994, filed by the Purchaser with respect to the Offer.
Item 4 of the Schedule 13D is hereby amended to add the
following:
Item 4. Purpose of Transaction.
(a)-(j) The Company's Board of Directors (meeting on
January 25, 1995) and the Purchaser's Board of
Directors (meeting on January 22, 1995) have approved a
proposed recapitalization plan for the Company which
will include, among other things, the following
elements: (i) a call for redemption of up to 100% of
the Company $4.75 Preferred Stock; (ii) a tender offer
to acquire up to 100% of the outstanding Company Notes,
subject among other things to obtaining at least 51% of
such Company Notes and certain amendments to the
related indenture; (iii) a call for redemption of all
of TGPL's outstanding preferred stock, subject to the
occurrence of certain events; (iv) the repurchase or
other retirement of other outstanding Company public or
other debt; (v) the securitization of the Company's
receivables; and (vi) the refinancing of certain debt
outstanding under the Company's existing loan
agreements. The funds for the redemption of the
Company $4.75 Preferred Stock will be provided to the
Company in the form of the purchase by the Purchaser of
a new series of Company preferred stock. The funds for
certain of the other elements of the recapitalization
described above will be loaned to the Company by the
Purchaser. This Schedule 13D does not constitute
either the formal notices or other documentation that
will be required in connection with the various
elements of the recapitalization plan, all of which
will be set forth in separate documents. There can be
no assurance as to the timing of the various elements
of the recapitalization plan or that any or all
elements of the proposed recapitalization will be
completed. A copy of the joint press release issued by
the Purchaser and the Company relating to the foregoing
is attached as Exhibit 4 hereto and is incorporated
herein by reference.
In addition, on January 25, 1995, as
contemplated by the Merger Agreement, Keith E. Bailey,
the Chairman, Chief Executive Officer and President of
the Purchaser, and John C. Bumgarner, Jr., the Senior
Vice President for Corporate Development and Planning
of the Purchaser, were elected to the Company's Board
of Directors. A copy of the press release issued by
the Company relating to the foregoing is attached as
Exhibit 5 hereto and is incorporated herein by
reference.
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 4. Text of Press Release, dated January 30,
1995, issued by The Williams Companies,
Inc. and Transco Energy Company.
Exhibit 5. Text of Press Release, dated January 25,
1995, issued by Transco Energy Company.
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: January 30, 1995
THE WILLIAMS COMPANIES, INC.
By: /s/ J. FURMAN LEWIS
Name: J. Furman Lewis
Title: Senior Vice President
and General Counsel
For release: Jan. 30, 1995
For more information contact:
Jim Gipson (918) 588-2111 (Media)
Linda Lawson (918) 588-2087 (Investors)
WILLIAMS, TRANSCO PLANNING RAPID RECAPITALIZATION OF
TRANSCO ENERGY
TULSA - The boards of directors of The Williams
Companies, Inc. and Transco Energy Company have approved
a proposed recapitalization plan under which Williams
will quickly move to inject up to an estimated $950
million into Transco.
"Access to this funding will allow us to quickly
begin a series of actions that will significantly reduce
Transco's cost of capital - strategies that we have long
planned, but could not execute due to financial
constraints," said Larry J. Dagley, senior vice president
and chief financial officer for Transco.
He said Transco has canceled its revolving bank
credit facility, terminated the sales receivables
facility utilized by the company's pipelines and will
rely on Williams for working capital and other needs.
The recapitalization plan also includes, among other
things:
* Trancso's call for redemption of up to 100 percent
of its existing $4.75 series cumulative convertible
preferred stock at $50.475 per share plus accrued
dividends;
* An offer by Transco to acquire all of its
outstanding 11 1/4 percent notes due 1999 subject
to, among other things, obtaining at least 51
percent of the notes and certain amendments to the
related indenture;
* A call for redemption of all Transcontinental Gas
Pipe Line Corporation's outstanding preferred stock;
* And, the potential repurchase or retirement of
certain other debt of Transco and its subsidiaries.
On Jan. 17, Williams completed a tender offer for 60
percent of Transco's common stock. A stock merger will
follow with Transco becoming a subsidiary of Williams,
possibly by the end of the first quarter of this year.
The consummation of the merger is not conditioned upon
the completion of all or part of the recapitalization
plan.
"These are critically important first steps and
represent some of the major reasons a merger of the two
companies makes a great deal of sense," said John P.
DesBarres, chairman, president and chief executive
officer of Transco.
Keith E. Bailey, chairman, president and chief
executive officer of Williams said "We are very pleased
to be able to begin this process now, hastening the
moment when the remaining Transco shareholders and all of
the Williams shareholders can begin reaping the benefits
that we believe are embedded within the Transco assets."
Jack D. McCarthy, senior vice president and chief
financial officer of Williams, said funding for the
recapitalization programs is being provided to Transco by
Williams, and is based on arms-length terms and
conditions. He said Williams intends to complete the
program -- as well as estimated 1995 capital expenditures
exceeding $1 billion for the combined companies -- while
retaining its investment-grade credit rating.
This news release does not constitute either the
formal notices or other documentation that will be
required in connection with the various elements of the
recapitalization plan, all of which will be set forth in
separate documents field with the Securities and Exchange
Commission. There can be no assurances as to the timing
of the various elements of the recapitalization plan or
that any or all of it will be completed.
Williams (NYSE: WMB) owns and operates three
interstate pipeline systems, major natural gas gathering
and processing facilities, telecommunications companies
that specialize in serving businesses and broadcasters,
and companies that provide a range of products and
services to the energy industry.
Transco (NYSE: E) owns and operates two interstate
natural gas pipelines and gathering systems, a large
natural gas marketing company and has investments in
other energy assets.
At Transco, contact:
Media Inquiries: Katherine K. Putnam (713) 439-2455
Molly E. Ladd (713) 439-2592
Media Inquiries: Katherine K. Putnam
(713) 439-2455
Analyst Inquiries: Molly E. Ladd
(713) 439-2592
TRANSCO ELECTS BAILEY, BUMGARNER TO BOARD
(HOUSTON, Jan. 25) Transco Energy Company's
(NYSE: E) board of directors today elected Keith E.
Bailey and John C. Bumgarner Jr. to its board, increasing
the total number of directors from eight to 10. The
merger agreement between The Williams Companies, Inc.
(WMB) and Transco provided for designation of two
Williams representatives to the Transco board of
directors.
Bailey, 52, is chairman, president and chief
executive officer of The Williams Companies, Inc. He was
named Williams chief executive officer in January 1994
and chairman the following May. He served as the
company's chief financial officer from 1986 until 1992,
when he became president.
Bumgarner, 52, is senior vice president of corporate
development and planning at Williams. He joined Williams
in 1977 as vice president of planning after more than 10
years with a major oil company. He was named to his
current position in 1979.
Transco Energy Company (NYSE: E) transports natural
gas through its two interstate pipelines, the 10,500 mile
Transcontinental Gas Pipe Line Corporation system and the
6,050-mile Texas Gas Transmission Corporation system, to
markets in the eastern and midwestern United States,
respectively. Transco also buys, sells and arranges for
the transportation of natural gas throughout the United
States and Canada through its marketing subsidiary,
Transco Gas Marketing Company. Through Interstate Coal
Company, Transco mines coal in eastern Kentucky and
Tennessee, which it markets primarily to electric power
companies in the eastern United States.