UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Williams Coal Seam Gas Royalty Trust
--------------------------------------------------------------------------------
(Name of Issuer)
Units of Beneficial Interest
--------------------------------------------------------------------------------
(Title of Class of Securities)
969450 10 5
------------------------------------------------
(CUSIP Number)
Suzanne Costin
One Williams Center
Tulsa, Oklahoma 74172
(918) 573-2298
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 4, 2002
------------------------------------------------
(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 ss.240.13d-1(e),ss.240.13d-1(f) or ss.240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
SCHEDULE 13D/A
--------------------------------------------------------------------------------
CUSIP NO. 969450 10 5
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Williams Companies Inc. IRS No. 73-0569878
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
--------------------------------------------------------------------------------
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
85,600**
NUMBER OF -----------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,308,791*
EACH -----------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 85,600**
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,791 as derivative securities* + 85,600 as trust units**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.99%***
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 2 of 6 Pages
* The units of beneficial interest of Williams Coal Seam Gas Royalty Trust, a
trust organized under the laws of the state of Delaware (the "Trust"), covered
by this item are purchasable by The Williams Companies, Inc. upon exercise of a
call option granted by Quatro Finale IV, LLC on August 11, 2000 as described in
the Introductory Statement and Item 4 of this Statement.
**The 85,600 units of beneficial interest covered by this item were purchased by
Williams upon exercise of its Call Option but have not been sold to the public.
*** Beneficial ownership percentages set forth herein assume that at January 24,
2002 there were 9,700,000 units of the Trust outstanding.
INTRODUCTORY NOTE
On August 30, 2000, The Williams Companies, Inc., a Delaware
corporation ("Williams"), filed a Schedule 13D/A reporting that it had acquired
shared voting power with respect to 3,568,791 units of beneficial interest (the
"Subject Units") in the Trust pursuant to a Nominee and Voting Rights Agreement,
dated August 11, 2000, entered into by Williams and Quatro Finale IV, LLC
("Quatro") (as amended by Amendment No. 1 dated November 8, 2001, the "Nominee
and Voting Rights Agreement"). The Nominee and Voting Rights Agreement was
entered into in connection with the sale of the Subject Units to Quatro pursuant
to the Purchase and Sale Agreement dated August 11, 2000 between Williams and
Quatro (as amended by Amendment No. 1 dated September 26, 2001, the "Purchase
Agreement"). Also pursuant to the Purchase Agreement, Williams acquired a call
option (the "Call Option"), to purchase, in one or more lots of 10,000 units,
the Subject Units (as reported on Form 4 filed September 26, 2000) and Quatro
acquired an option to require Williams to purchase the Subject Units (the "Put
Option"). In December of 2001 and in January of 2002, Williams, through several
exercises of its Call Option, purchased an aggregate of 260,000 of the Subject
Units from Quatro (the "Trust Units"), changing only the form by which it
beneficially owned a portion of the Subject Units from derivative securities to
underlying securities. During December of 2001 and January of 2002 Williams also
sold many of the Trust Units it had acquired pursuant to its Call Option in the
public market under an effective registration statement on Form S-3 filed
September 28, 2001. The purpose of this Amendment No. 2 on Schedule 13D/A is to
reflect the fact that Williams owns beneficial interest in the remaining Subject
Units in the form of derivative securities and the fact that Williams has sold
underlying Trust Units that it acquired pursuant to exercises of its Call
Option.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 on Schedule 13D/A (this "Amendment No. 2") relates
to the Trust Units and the Subject Units and is being filed by Williams. This
Amendment No. 2 amends Items 2, 3, 4, 5, 6 and 7 of Amendment No. 1 on Schedule
13D/A filed on August 30, 2000.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The Williams Companies, Inc. ("Williams")
(b) One Williams Center, Tulsa, OK 74172
(c) Williams, through subsidiaries, is engaged in a variety of
energy-related activities, including transportation and
storage of natural gas; exploration and production of oil and
gas; natural gas gathering, processing, and treating
activities; natural gas liquids transportation; transportation
of petroleum products and related terminal services;
production and marketing of ethanol and bio-products; refining
of petroleum products; light hydrocarbon/olefin
transportation; ethylene production; distributed power
services; retail marketing; and energy commodity marketing and
trading. Williams, through subsidiaries, also directly invests
in energy projects primarily in Canada,
Page 3 of 6 Pages
South America, and Lithuania and continues to explore and
develop additional projects for international investments. It
also invests in energy and telecommunications development
funds in Asia and Latin America.
(d) None.
(e) None.
(f) Williams is a United States citizen, formed under the laws of
the state of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Williams acquired beneficial ownership of the Subject Units on August
11, 2000 in the form of a Call Option granted to it by Quatro pursuant to the
Purchase Agreement. Williams was granted the Call Option by Quatro in exchange
for the Put Option to Quatro under the Purchase Agreement. The Call Option may
be exercised at a stated strike price, which is subject to certain adjustments
(including with respect to certain distributions, tax credits, adjustments
thereto and accrued interest). Williams, through a series of exercises of its
Call Option, acquired an aggregate of 260,000 Trust Units during December of
2001 and January of 2002. Williams funded the purchase of the Trust Units
through general corporate funds.
Williams sold an aggregate of 174,400 Trust Units in the public market
through ordinary broker-dealer transactions pursuant to an effective
registration statement filed on September 28, 2001 at the market price on the
date of sale. The average price received by Williams for the sale of the Trust
Units was $ 13.7844.
ITEM 4. PURPOSE OF TRANSACTION
In connection with the sale of the Subject Units under the Purchase
Agreement, Quatro granted to Williams the Call Option to purchase the Subject
Units for a stated strike price subject to adjustment with respect to certain
distributions, tax credits, adjustments thereto and accrued interest thereon.
The exercise of the Call Option and the sale of the underlying Trust
Units by Williams to the public are solely for the purpose of investment.
Williams will continue to exercise its Call Option solely for the purpose of
investment. Williams may from time to time sell the Trust Units in the public
market, solely for investment purposes. Other than as described in this Item 4,
Williams does not have any plan or proposal that would result in any of the
consequences listed in paragraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER AS OF 1/24/2002.
(a) There were 9,700,000 units of the Trust outstanding as of
January 24, 2002. Williams is deemed to be the beneficial
owner of 3,394,391 units, of which 3,308,791 units are owned
in the form of the Call Option and 85,600 of which are owned
in the form of common units. The units constitute 34.99% of
the issued and outstanding common units.
(b) Sole power to vote or to direct the vote: 85,600
Shared power to vote or to direct the vote: 3,308,791
Sole power to dispose or to direct the disposition: 85,600
Shared power to dispose or to direct the disposition: -0-
(c) There have been no reportable transactions with respect to the
Trust Units within the last 60 days by Williams except as
being reported on this Amendment No. 2.
Page 4 of 6 Pages
(d) Williams has the right to receive distributions from, and
proceeds from the sale of, the Trust Units reported in Item 9
of the cover page. To the extent that Williams has not
exercised its Call Option, Williams does not have the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any of the Subject Units or
any other units of the Trust.
(e) August 11, 2000
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On August 11, 2000, Williams and Quatro entered into the Purchase
Agreement, pursuant to which Quatro purchased from Williams 3,568,791 units of
beneficial interest evidencing an undivided interest in the Williams Coal Seam
Gas Royalty Trust. The Williams Coal Seam Gas Royalty Trust is governed by that
certain Trust Agreement dated as of December 1, 1992, as amended from time to
time, among Williams Production Company, Williams, Chemical Bank Delaware and
Nations Bank of Texas, N.A. (the "Trust Agreement"). The Purchase Agreement
provides that under certain circumstances Quatro has the right to cause Williams
to purchase the Subject Units from Quatro and Williams has the right to cause
Quatro to sell the Subject Units back to Williams, in one or more lots of 10,000
units. Each of the Put Option and Call Option may be exercised at a stated
strike price, which is subject to certain adjustments (including with respect to
certain distributions, tax credits, adjustments thereto and accrued interest).
Both the Put Option and the Call Option expire on June 30, 2003.
On August 11, 2000, Williams and Quatro also entered into the Nominee
and Voting Rights Agreement, which is described in Amendment No. 1 of Schedule
13D/A filed on August 30, 2000. This Nominee and Voting Rights Agreement remains
in effect for the remaining Subject Units that have not been purchased pursuant
to the Call Option.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Amendment No. 1, dated September 26,
2001, to Purchase and Sale Agreement
dated August 11, 2000, between Williams
and Quatro.
Exhibit 2 Purchase and Sale Agreement dated
August 11, 2000, between Williams and
Quatro (as filed with the Commission as
an exhibit to Schedule 13D of the Bear
Stearns Companies Inc. and Quatro Finale
IV LLC on August 21, 2000).
Exhibit 3 Amendment No. 1, dated November 8,
2001, to Nominee and Voting Rights
Agreement dated August 11, 2000 between
Williams and Quatro.
Exhibit 4 Nominee and Voting Rights Agreement
dated August 11, 2000, between Williams
and Quatro (as filed with the Commission
as an exhibit to Schedule 13D of the Bear
Stearns Companies Inc. and Quatro Finale
IV LLC on August 21, 2000).
Page 5 of 6 Pages
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 22, 2001
By: /s/ SUZANNE COSTIN
-----------------------------------------
Name: Suzanne Costin
Title: Secretary
Page 6 of 6 Pages
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1. Amendment No. 1, dated September 26, 2001, to Purchase and Sale
Agreement dated August 11, 2000, between Williams and Quatro.
2 Purchase and Sale Agreement dated August 11, 2000, between Williams
and Quatro (as filed with the Commission as an exhibit to
Schedule 13D of the Bear Stearns Companies Inc. and Quatro Finale
IV LLC on August 21, 2000).
3 Amendment No. 1, dated November 8, 2001, to Nominee and Voting Rights
Agreement dated August 11, 2000 between Williams and Quatro.
4 Nominee and Voting Rights Agreement dated August 11, 2000, between
Williams and Quatro (as filed with the Commission as an exhibit to
Schedule 13D of the Bear Stearns Companies Inc. and Quatro Finale
IV LLC on August 21, 2000).