8-KOther EventsExhibits & Filings

WILLIAMS COMPANIES, INC. 8-K Report, Corporate Update (Jan 11, 2006)

Filed January 11, 2006For Securities:WMB

Summary

Williams Companies, Inc. (WMB) filed an 8-K on January 11, 2006, to announce a significant development regarding its outstanding 5.50% Junior Subordinated Convertible Debentures due 2033. The company's registration statement on Form S-4, which facilitates this action, was declared effective by the SEC on January 11, 2006. This enables Williams to proceed with its offer to holders of these debentures. The core of the announcement is Williams' "Conversion Offer," which provides a cash premium to debenture holders who choose to convert their debentures into shares of WMB common stock. The offer covers up to $299,987,000 in principal amount of outstanding debentures. Investors should note that the Conversion Offer had a very short expiration window, closing on the same day the report was filed (January 11, 2006, at 5:00 p.m. New York City time), emphasizing the immediate nature of this event.

Key Highlights

  • 1Williams Companies' Form S-4 registration statement, related to a convertible debenture offer, was declared effective by the SEC on January 11, 2006.
  • 2The company is offering a cash premium to holders of its 5.50% Junior Subordinated Convertible Debentures due 2033.
  • 3The offer encourages debenture holders to convert their debt into Williams Companies common stock.
  • 4The total principal amount of debentures eligible for conversion under the offer is up to $299,987,000.
  • 5The Conversion Offer had an extremely short expiration, closing on January 11, 2006, at 5:00 p.m. New York City time.
  • 6This filing primarily serves to inform the market that the regulatory hurdle for the conversion offer has been cleared and the offer is active.
  • 7No new financial statements were filed with this report; the focus is on corporate action and regulatory clearance.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Williams Companies' registration statement on Form S-4 has been declared effective by the SEC. This effectiveness allows the company to proceed with its offer to holders of its 5.50% Junior Subordinated Convertible Debentures due 2033 to convert their debentures into WMB common stock in exchange for a cash premium.

The "Conversion Offer" is an incentive provided by Williams Companies to holders of its 5.50% Junior Subordinated Convertible Debentures due 2033. It offers them a cash premium to exchange their debentures for shares of Williams Companies common stock. The offer is open to holders of up to $299,987,000 in principal amount of these specific debentures.

The Conversion Offer expired on January 11, 2006, at 5:00 p.m. New York City time. This is the same day the 8-K report was filed, indicating a very short window for debenture holders to act on the offer.

No, this 8-K filing does not include new financial statements or results. It is primarily an "Other Events" filing (Item 8.01) to report the effectiveness of the registration statement and the details of the ongoing Conversion Offer, along with Exhibit 99.1 which is a press release about these matters.