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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): August 2, 2001
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The Williams Companies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-4174 73-0569878
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Williams Center, Tulsa, Oklahoma 74172
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 918/573-2000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 2, 2001, The Williams Companies, Inc., a Delaware corporation
("Williams"), completed its acquisition of Barrett Resources Corporation, a
Delaware corporation ("Barrett Resources"). Barrett Resources was acquired
pursuant to an Agreement and Plan of Merger dated as of May 7, 2001 (the "Merger
Agreement") by and among Williams, Barrett Resources and Resources Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Williams
("Purchaser"). Under the terms of the Merger Agreement, Williams acquired all of
the outstanding shares of Barrett Resources common stock, par value $0.01 per
share (including the associated preferred stock purchase rights, the "Barrett
Shares"), through a two-step transaction comprised of a cash tender offer for
16,730,502 Barrett Shares, or approximately 50 percent of the Barrett Shares
then outstanding, followed by a second step merger in which Barrett Resources
was merged with and into Purchaser, with Purchaser as the surviving corporation
continuing as a wholly owned subsidiary of Williams.
On August 2, 2001, stockholders of Barrett Resources approved the
merger at a special meeting of Barrett Resources stockholders and the
certificate of merger was subsequently filed with the Secretary of State of
Delaware thus completing the merger. In the merger, each outstanding Barrett
Share, other than Barrett Shares held by Williams or its subsidiaries, was
converted into the right to receive 1.767 shares of Williams' common stock.
A joint press release issued on August 2, 2001, by Williams and Barrett
Resources is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
Williams files the following exhibit as part of this report:
Exhibit 99.1 Copy of a joint press release dated August 2, 2001, by
Williams and Barrett Resources, publicly announcing the matters reported herein.
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.
/s/ SUZANNE H. COSTIN
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Date: August 2, 2001 Name: Suzanne H. Costin
Title: Corporate Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Copy of a joint press release dated August 2, 2001, by Williams
and Barrett Resources, publicly announcing the matters reported
herein.