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 (Date of earliest event reported): January 14, 2002
The Williams Companies, Inc.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-1471 73-0569878
--------------------------- --------------------- ---------------------
(State of incorporation (Commission File No.) (I.R.S. Employer
or organization) Identification No.)
One Williams Center Tulsa,
Oklahoma 74172
---------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
918-573-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 14, 2002, The Williams Companies, Inc. closed the sale of its
publicly traded units that include a senior debt security with a term of
five years and an equity purchase contract which requires the company to
deliver common stock to holders after the 3 years based on an agreed upon
rate.
Item 7. Exhibits
The following exhibits are filed with reference to the Registration
Statement on Form S-3 (File No. 333-73326) of The Williams Companies, Inc.
Exhibit
Number Description
1.1 Underwriting Agreement, dated January 7, 2002, between
the Williams Companies, Inc. (the "Company") and the
several underwriters named therein.
4.1 Sixth Supplemental Indenture, dated January 14, 2002,
between the Company and Bank One Trust Company, National
Association, as Trustee.
4.2 Form of Note (included in Exhibit 4.1).
4.3 Purchase Contract Agreement, dated January 14, 2002,
between the Company and JPMorgan Chase Bank, as Purchase
Contract Agent.
4.4 Form of Income PACS Certificate (included in Exhibit
4.3).
4.5 Pledge Agreement, dated January 14, 2002, among the
Company, JPMorgan Chase Bank, as Collateral Agent, and
JPMorgan Chase Bank, as Purchase Contract Agent.
4.6 Remarketing Agreement, dated January 14, 2002, among the
Company, JPMorgan Chase Bank, as Purchase Contract Agent,
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as Remarketing Agent.
8.1 Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
Signature
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.
Date: January 23, 2002
By: /s/ Suzanne H. Costin
______________________
Name: Suzanne H. Costin
Title: Corporate Secretary
Exhibit Index
Exhibit
Number Description
1.1 Underwriting Agreement, dated January 7, 2002, between
the Williams Companies, Inc. (the "Company") and the
several underwriters named therein.
4.1 Sixth Supplemental Indenture, dated January 14, 2002,
between the Company and Bank One Trust Company, National
Association, as Trustee.
4.2 Form of Note (included in Exhibit 4.1).
4.3 Purchase Contract Agreement, dated January 14, 2002,
between the Company and JPMorgan Chase Bank, as Purchase
Contract Agent.
4.4 Form of Income PACS Certificate (included in Exhibit 4.3).
4.5 Pledge Agreement, dated January 14, 2002, among the
Company, JPMorgan Chase Bank, as Collateral Agent, and
JPMorgan Chase Bank, as Purchase Contract Agent.
4.6 Remarketing Agreement, dated January 14, 2002, among the
Company, JPMorgan Chase Bank, as Purchase Contract Agent,
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as Remarketing Agent.
8.1 Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.