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 (Date of earliest event reported): July 28, 2011
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-4174
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73-0569878 |
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| (State or other
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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| One Williams Center, Tulsa, Oklahoma
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74172 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 918/573-2000
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 7.01. |
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Regulation FD Disclosure |
On February 16, 2011, The Williams Companies, Inc. (“Williams”) announced that its Board of
Directors approved a reorganization plan to divide its business into two separate, publicly-traded
corporations. The initial phase in Williams’ reorganization plan calls for the separation of its
exploration and production business into a new, wholly owned subsidiary, WPX Energy, Inc. (“WPX”),
and a public offering of WPX common stock. The second phase calls for a tax-free spin-off of
Williams’ remaining interest in WPX to Williams’ shareholders. Williams retains the discretion to
determine whether and when to complete these transactions. On April 29, 2011, pursuant to the first
phase of the reorganization plan, WPX filed a Registration Statement on Form S-1 with the U.S.
Securities and Exchange Commission (the “SEC”) with respect to an initial public offering of its
equity securities.
On
July 29, 2011, WPX filed Amendment No. 3 to its Registration Statement on Form S-1 (File
No. 333-173808) with the SEC (the “Amendment”). For Regulation FD purposes, Williams wishes to
disclose the information on pages F-8 to F-28 of the Amendment, which information is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference (the “WPX S-1 Excerpt”). The
information in the WPX S-1 Excerpt will differ in certain respects from the results of Williams’
Exploration & Production segment due to differences associated with reporting WPX on a stand-alone
basis.
This information is being furnished pursuant to Item 7.01, Regulation FD Disclosure. The
information being furnished in the attached Exhibit 99.1 is not deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of
that section and is not deemed incorporated by reference in any filing under the Securities Act of
1933, as amended.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits |
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Exhibit 99.1 WPX S-1 Excerpt. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Williams has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
THE WILLIAMS COMPANIES, INC.
Date: July 28, 2011
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By: |
/s/ Ted T. Timmermans
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Ted T. Timmermans |
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Vice President, Controller, and
Chief Accounting
Officer |
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