Summary
The Williams Companies, Inc. (WMB) filed an 8-K on October 15, 2007, detailing an amendment to its stockholder rights agreement, specifically concerning the definition of an 'Acquiring Person.' This amendment, dated October 12, 2007, modifies the conditions under which a shareholder exceeding a certain ownership threshold may avoid being classified as an 'Acquiring Person' and triggering the rights plan. The key change allows individuals who acquire beneficial ownership of less than 20% of outstanding common stock, and who report this ownership on Schedule 13G or 13D without intent to control the company, to not be considered an 'Acquiring Person' if they certify inadvertent acquisition above 14.9% and divest excess shares within a specified timeframe upon request from the Company. This provides a mechanism for unintended large shareholders to rectify their position without activating the full consequences of the rights plan.
Key Highlights
- 1Williams Companies amended its Amended and Restated Rights Agreement on October 12, 2007.
- 2The amendment specifically modifies the definition of an 'Acquiring Person' within the Rights Agreement.
- 3Shareholders who beneficially own less than 20% of common stock and report on Schedule 13G or 13D without intent to control may be excluded from 'Acquiring Person' status.
- 4The amendment includes provisions for shareholders to certify inadvertent acquisition above 14.9%.
- 5Such shareholders are required to divest excess shares within 10 business days of a company request to avoid being deemed an 'Acquiring Person'.
- 6Failure to certify or divest within the specified timeframe will result in the person being immediately classified as an 'Acquiring Person'.
- 7The filing includes Exhibit 4.1, the text of Amendment No. 2 to the Rights Agreement.