-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIopSA8TVA1PaaLP2QKxL8LgTYO9kSxFxET0mdYJmTqaXXAqdj8mK/r33XlrWiRz 7YCvU5A4dN4ZMI3YphXgDQ== 0000950134-02-010905.txt : 20020904 0000950134-02-010905.hdr.sgml : 20020904 20020904145600 ACCESSION NUMBER: 0000950134-02-010905 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020904 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS COAL SEAM GAS ROYALTY TRUST CENTRAL INDEX KEY: 0000895007 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 756437433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43034 FILM NUMBER: 02756401 BUSINESS ADDRESS: STREET 1: NATIONSBANK OF TEXAS N A (TRUST DIV) STREET 2: 901 MAIN ST STE 1700 CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2145082364 MAIL ADDRESS: STREET 1: NATIONSBANK PLAZA STREET 2: 901 MAIN STREET SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS COMPANIES INC CENTRAL INDEX KEY: 0000107263 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 730569878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CTR CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 9185732000 MAIL ADDRESS: STREET 1: ONE WILLIAM CENTER CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS BROTHERS COMPANIES DATE OF NAME CHANGE: 19710817 SC 13D/A 1 d99618a4sc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Williams Coal Seam Gas Royalty Trust - -------------------------------------------------------------------------------- (Name of Issuer) Units of Beneficial Interest - -------------------------------------------------------------------------------- (Title of Class of Securities) 969450 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Suzanne Costin One Williams Center Tulsa, Oklahoma 74172 (918) 573-4794 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 SCHEDULE 13D/A - --------------------- CUSIP NO. 969450 10 5 - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Williams Companies Inc. IRS No. 73-0569878 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 60,000** SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,008,791* EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 60,000** WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,008,791 as derivative securities* + 60,000 as trust units** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.64%*** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 * The units of beneficial interest of Williams Coal Seam Gas Royalty Trust, a trust organized under the laws of the state of Delaware (the "Trust"), covered by this item are purchasable by The Williams Companies, Inc. upon exercise of a call option granted by Quatro Finale IV, LLC on August 11, 2000 as described in the Introductory Statement and Item 4 of this Statement. **The 60,000 units of beneficial interest covered by this item were purchased by Williams upon exercise of its Call Option but have not been sold to the public. *** Beneficial ownership percentages set forth herein assume that there are 9,700,000 units of the Trust outstanding. INTRODUCTORY NOTE On August 30, 2000, The Williams Companies, Inc., a Delaware corporation ("Williams"), filed a Schedule 13D/A reporting that it had acquired shared voting power with respect to 3,568,791 units of beneficial interest (the "Subject Units") in the Trust pursuant to a Nominee and Voting Rights Agreement, dated August 11, 2000, entered into by Williams and Quatro Finale IV, LLC ("Quatro") (as amended by Amendment No. 1 dated November 8, 2001, the "Nominee and Voting Rights Agreement"). The Nominee and Voting Rights Agreement was entered into in connection with the sale of the Subject Units to Quatro pursuant to the Purchase and Sale Agreement dated August 11, 2000 between Williams and Quatro (as amended by Amendment No. 1 dated September 26, 2001, the "Purchase Agreement"). Also pursuant to the Purchase Agreement, Williams acquired a call option (the "Call Option"), to purchase, in one or more lots of 10,000 units, the Subject Units (as reported on Form 4 filed September 26, 2000) and Quatro acquired an option to require Williams to purchase the Subject Units (the "Put Option"). In December of 2001 and in January of 2002, Williams, through several exercises of its Call Option, purchased an aggregate of 260,000 of the Subject Units from Quatro (the "Trust Units"), changing only the form by which it beneficially owned a portion of the Subject Units from derivative securities to underlying securities. During December of 2001 and January of 2002 Williams also sold many of the Trust Units it had acquired pursuant to its Call Option in the public market under an effective registration statement on Form S-3 filed September 28, 2001. On January 4, 2002, Williams filed a Schedule 13D/A reporting that it had shared voting power with respect to 3,308,791 Subject Units and sole voting and dispositive power of 85,600 Trust Units. On April 22, 2002, Williams filed a Schedule 13D/A reporting that it had shared voting power with respect to 3,108,791 Subject Units and sole voting and dispositive power of 143,300 Trust Units. The purpose of this Amendment No. 4 on Schedule 13D/A is to reflect the fact that Williams owns beneficial interest in the remaining Subject Units in the form of derivative securities and the fact that Williams has sold underlying Trust Units that it acquired pursuant to exercises of its Call Option. ITEM 1. SECURITY AND ISSUER. This Amendment No. 4 on Schedule 13D/A (this "Amendment No. 3") relates to the Trust Units and the Subject Units and is being filed by Williams. This Amendment No. 4 amends Items 3 and 5 of Amendment No. 3 on Schedule 13D/A filed on April 22, 2002. ITEM 2. IDENTITY AND BACKGROUND. No change. 3 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Williams acquired beneficial ownership of the Subject Units on August 11, 2000 in the form of a Call Option granted to it by Quatro pursuant to the Purchase Agreement. Williams was granted the Call Option by Quatro in exchange for the Put Option to Quatro under the Purchase Agreement. The Call Option may be exercised at a stated strike price, which is subject to certain adjustments (including with respect to certain distributions, tax credits, adjustments thereto and accrued interest). Williams, through a series of exercises of its Call Option, acquired an aggregate of 100,000 Trust Units from April 18, 2002 to August 30, 2002. Williams funded the purchase of the Trust Units through general corporate funds. From April 18, 2002 to August 30, 2002, Williams sold an aggregate of 183,400 Trust Units in the public market through ordinary broker-dealer transactions pursuant to an effective registration statement filed on September 28, 2001 at the market price on the date of sale. The weighted average price received by Williams for the sale of the Trust Units was $8.63. ITEM 4. PURPOSE OF TRANSACTION No change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER AS OF AUGUST 30, 2002. (a) There were 9,700,000 units of the Trust outstanding as of March 1, 2002. Williams is deemed to be the beneficial owner of 3,068,791 units, of which 3,008,791 units are owned in the form of the Call Option and 60,000 of which are owned in the form of common units. The units constitute 31.64% of the issued and outstanding common units. (b) Sole power to vote or to direct the vote: 60,000 Shared power to vote or to direct the vote: 3,008,791 Sole power to dispose or to direct the disposition: 60,000 Shared power to dispose or to direct the disposition: -0-
(c) There have been the reportable transactions with respect to the Trust Units within the last 60 days by Williams, which have been reported on Form 4. (d) Williams has the right to receive distributions from, and proceeds from the sale of, the Trust Units reported in Item 9 of the cover page. To the extent that Williams has not exercised its Call Option, Williams does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Subject Units or any other units of the Trust. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 4, 2002 By: /s/ Suzanne H. Costin -------------------------------------- Name: Suzanne H. Costin Title: Secretary 5 -----END PRIVACY-ENHANCED MESSAGE-----