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): October 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
jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer 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 pursuing a plan to separate its businesses into two stand-alone, publicly traded
companies. The first phase of the plan calls for Williams to separate its exploration and
production business via an initial public offering of up to 20 percent of its interest. As a
result, WPX Energy, Inc. (“WPX”) was formed in April 2011 to effect the separation. On October 18,
2011, Williams announced that its Board of Directors approved a revised reorganization plan that
calls for the complete separation of WPX via a tax-free spin-off of all of Williams’ ownership of
WPX to Williams’ shareholders by year-end 2011. The approval of the revised reorganization plan
does not preclude Williams from pursuing the original plan for separation, including an initial
public offering, in the event that market conditions become favorable. Williams retains the
discretion to determine whether and when to complete these transactions.
On April 29, 2011, pursuant to the first phase of the original separation 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 October 28, 2011, WPX
filed Amendment No. 5 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-30 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 and 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. |
(d) Exhibits
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Exhibit 99.1
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WPX S-1 Excerpt. |
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