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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MARCH 30, 2001
(DATE OF EARLIEST EVENT REPORTED)
THE WILLIAMS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction 73-0569878
of 1-4174 (I.R.S. Employer
incorporation or organization) (Commission File Number) Identification No.)
ONE WILLIAMS CENTER,
TULSA, OKLAHOMA 74172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
918-573-2000
NOT APPLICABLE
(Former name or former address if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 30, 2001, the board of directors of The Williams Companies, Inc.
approved a tax-free spinoff of Williams Communications Group, Inc.'s shares held
by Williams to its shareholders of record on April 9, 2001. On April 23, 2001,
Williams distributed, in the form of a dividend, 398.5 million shares, or
approximately 95 percent of the Williams Communications common stock held by
Williams. The distribution consisted of .822399 of a share of Williams
Communications' common stock for each share of Williams stock. Included herein
are the restated consolidated financial statements and schedules of Williams for
the three years ended December 31, 2000 and the related report of independent
auditors. In addition, certain other exhibits labeled below as "restated" have
been restated to reflect Williams Communications Group, Inc as discontinued
operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Registrant files the following exhibits as part of this report:
Exhibit 12. Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividend Requirements for the years
ended December 31, 2000, 1999, 1998, 1997, and 1996
(Restated)
Exhibit 23. Consent of Independent Auditors Ernst & Young LLP
Exhibit 99(a). Selected Financial Data (Restated)
Exhibit 99(b). Management's Discussion and Analysis of Financial Condition
and Results of Operations and Quantitative and Qualitative
Disclosures about Market Risk (Restated)
The Company's Consolidated Financial Statements for the
three years ended December 31, 2000 (Restated), with Report
of Independent Auditors, Ernst & Young LLP.
Exhibit 99(c). Schedule I -- Condensed Financial Information of Registrant
(Restated)
Exhibit 99(d). Schedule II -- Valuation and Qualifying Accounts (Restated)
Certain matters discussed in this report, excluding historical information,
include forward-looking statements -- statements that discuss Williams' expected
future results based on current and pending business operations. Williams makes
these forward-looking statements in reliance on the safe harbor protections
provided under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as
"anticipates," "believes," "expects," "planned," "scheduled" or similar
expressions. Although Williams believes these forward-looking statements are
based on reasonable assumptions, statements made regarding future results are
subject to a number of assumptions, uncertainties and risks that may cause
future results to be materially different from the results stated or implied in
this document. Additional information about issues that could lead to material
changes in performance is contained in The Williams Companies, Inc.'s 2000 Form
10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE WILLIAMS COMPANIES, INC.
/s/ GARY R. BELITZ
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Name: Gary R. Belitz
Title:Controller (Duly Authorized
Officer and Principal
Accounting Officer)
Date: May 22, 2001
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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Exhibit 12. Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividend Requirements for the years
ended December 31, 2000, 1999, 1998, 1997, and 1996
(Restated)
Exhibit 23. Consent of Independent Auditors Ernst & Young LLP
Exhibit 99(a). Selected Financial Data (Restated)
Exhibit 99(b). Management's Discussion and Analysis of Financial Condition
and Results of Operations and Quantitative and Qualitative
Disclosures about Market Risk (Restated)
The Company's Consolidated Financial Statements for the
three years ended December 31, 2000 (Restated), with Report
of Independent Auditors, Ernst & Young LLP.
Exhibit 99(c). Schedule I -- Condensed Financial Information of Registrant
(Restated)
Exhibit 99(d). Schedule II -- Valuation and Qualifying Accounts (Restated)