View:
November 30, 2005
By Facsimile and U.S. Mail
Richard M. Russo, Esq.
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4100
Denver, Colorado 80202-2641
Re: The Williams Companies, Inc.
Schedule TO-I
Filed November 17, 2005
Dear Mr. Russo:
We have the following comments on the above-referenced
filing.
We have limited our review to issues related to the issuer tender
offer:
Form S-4
Cover Page
1. Please revise the cover page to disclose, for each $50 in
principal amount of debentures, the interest payable December 1
and
an estimate of the interest that will accrue from December 1 until
the expiration date.
Incorporation by Reference, page i
2. We note that you incorporate into the Form S-4 future filings
that
you may make prior to termination of the exchange offer. Please
confirm that the Schedule TO-I will be amended to specifically
include any information that is deemed to be forward-incorporated
by
reference into the Form S-4, or advise.
Important, page ii
3. Please revise this page, pages 20 and 22, and similar
statements
throughout the document to clarify that you may not terminate the
offer for any reason other than failure to satisfy one of the
conditions of the offer.
4. Please revise the seventh paragraph on this page and the last
paragraph on page iv to clarify your obligation under Rules 13e-
4(c)(3) and 13e-4(e)(3) to amend the filing and disseminate notice
of
a material change in the information previously disclosed.
Questions and Answers About the Offer, page 19
5. Because this is an offer for any and all outstanding
debentures,
please revise the fourth Q&A on page 23 to clarify under what
circumstances you may not accept all debentures tendered.
Selected Historical Consolidated Financial Data, page 25
6. Revise to disclose the book value per share as required by Item
1010(a)(4) of Regulation M-A. In addition, please revise to
include
all pro forma information required by Item 1010(b) of Regulation
M-A
or provide us your detailed analysis regarding why this
information
is not material. Tell us how you plan to disseminate the revised
information.
Terms of the Offer, page 27
General, page 27
7. Refer to the fifth and sixth paragraphs of this section.
Please
revise to clarify your obligation to promptly amend your filings
and
disseminate notice of any material change in the offer, and that
you
may be required to promptly file a post-effective amendment to the
registration statement to reflect certain material changes to the
offer.
Withdrawal of Surrendered Debentures, page 31
8. Please clarify the withdrawal rights discussed in the second
sentence of this section, where you state that "previously
surrendered Debentures may be withdrawn after the Expiration Date
if
the Offer is terminated prior to any payment of Conversion
Consideration thereunder." This disclosure is unclear as payment
cannot be made during the offer. Provide similar clarification in
paragraph 2 on page 8 of the letter of transmittal. Also revise
the
first paragraph of this section to disclose the withdrawal rights
provided by Rule 13e-4(f)(2)(ii), including the date these rights
are
available.
Conditions to the Exchange Offer, page 32
9. Paragraphs 1(a) and 2(a) condition the offer on whether the
company`s "prospects" are materially impaired. Please revise to
specify or generally describe these prospects so that debenture
holders will have the ability to objectively determine whether the
condition has been triggered.
10. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions
have been satisfied. In this regard, please revise the first
sentence of the last paragraph of this section to delete the
reference to "action or inaction by Williams." Also revise
paragraphs 5(b) and 5(c) to be more specific.
11. In the last paragraph you reserve the right to waive any of
the
conditions to the offer "at any time and from time to time."
Defining the conditions as a continuing right that may be waived
at
any time suggest that conditions to the offer may be waived after
expiration of the offer. Please be advised that all conditions of
the offer, other than those dependent upon the receipt of
necessary
government approvals (where they exist), must be satisfied or
waived
before the expiration of the offer. Please revise the disclosure
in
the first and last sentences of this paragraph and in paragraph 9
of
the letter of transmittal accordingly.
12. You state, "All conditions to the Offer will, if the
Conversion
Consideration is to be paid promptly after the Expiration Date, be
either satisfied or waived by Williams prior to the Expiration
Date."
As the consideration must be paid promptly after the expiration of
the offer, please clarify this disclosure. Also tell us how many
days after expiration you intend to pay for or return tendered
securities.
Material United States Federal Income Tax Consequences, page 50
13. Please eliminate the disclaimers in the first paragraph on
page
51.
14. Revise to explain why counsel is not able to opine on the
material federal income tax consequences, describe the degree of
uncertainty in the opinion and clarify your disclosure of the
possible outcomes and risks to investors. Revise page 51 to
clarify
the "other characterizations [that] are also possible" and their
tax
consequences.
Exhibit 8.1 - Tax Opinion
15. Please revise the exhibit to confirm that the opinion set
forth
in the "Material United States Federal Income Tax Consequences"
section of the prospectus is the opinion of counsel.
Closing Comments
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
* * *
Respond to our comments promptly. Please furnish a response
letter, keying your response to our comment letter. You should
transmit the letter via EDGAR under the label "CORRESP." In the
even
that you believe that compliance with any of the above comments is
inappropriate, provide a basis for such belief to the staff in the
response letter. Please contact me at (202) 942-1881 if you have
any
questions.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
??
??
??
??
Richard M. Russo, Esq.
November 30, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE