UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Access Midstream Partners, L.P.
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
00434L109
(CUSIP Number)
Craig L. Rainey
One Williams Center
Tulsa, Oklahoma 74172-0172
(918) 573-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 1, 2014
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 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).
| CUSIP No. 00434L109 | Page 2 of 9 |
| 1. | Names of Reporting Persons
The Williams Companies, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
101,560,100 Common Units+ | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
101,560,100 Common Units+ | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
101,560,100 Common Units+ | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
50.1%++ | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| + | Includes 12,680,044 Common Units issuable upon conversion of 12,680,044 Class B Units, which may be deemed to be beneficially owned by the Reporting Person. |
| ++ | Calculated in accordance with Rule 13d-3(d)(1), based on 190,051,818 of the Issuer’s Common Units outstanding as of June 27, 2014 and a total of 12,680,044 Common Units issuable upon the conversion of all of the outstanding Class B Units owned by the Reporting Person. |
Page 3 of 9
Introduction
| Item 1. | Security and Issuer |
This Amendment No. 2 amends Items 1, 2, 4, 5, 6, and 7 of the Schedule 13D originally filed by The Williams Companies, Inc. (“Williams”) on December 20, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on June 16, 2014 (“Amendment No. 1”). This statement on Schedule 13D (“Schedule 13D”) relates to common units representing limited partner interests (“Common Units”) of Access Midstream Partners, L.P. (the “Issuer”). The Issuer is a Delaware limited partnership and its principal executive offices are located at 900 NW 63rd Street, Oklahoma City, Oklahoma 73118. Unless specifically amended hereby, the disclosure set forth in the Original Schedule 13D, as amended by Amendment No. 1, shall remain unchanged.
Common Units are issuable on a one-for-one basis upon the conversion of the Convertible Class B units representing limited partner interests of the Issuer (“Class B Units”).
| Item 2. | Identity and Background |
The information previously provided in response to Item 2 is hereby amended and supplemented with the following:
(a) This Schedule 13D is filed by Williams.
(b) The business address of Williams is One Williams Center, Tulsa, Oklahoma, 74172-0172.
(c) The principal business of Williams is to provide the energy infrastructure to connect North America’s hydrocarbon resource plays to markets for natural gas, natural gas liquids and olefins.
(d)–(e) During the past five years, Williams has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Not applicable.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers, board of directors and each person controlling Williams, as applicable (collectively, the “Listed Persons”), required by Item 2 of Schedule 13D is provided on Schedule 1 hereto and is incorporated by reference herein. None of the Listed Persons have any beneficial interest in any Common Units. To Williams’s knowledge, none of the persons listed on Schedule 1 as a director or executive officer of Williams has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction |
The information previously provided in response to Item 4 is hereby amended and supplemented by adding the following:
On July 1, 2014, pursuant to the purchase agreement (the “Purchase Agreement”) dated June 14, 2014, by and among Williams, GIP II Eagle Holdings Partnership, L.P., GIP II Hawk Holdings Partnership, L.P., GIP II Eagle 2 Holding, L.P. and GIP Hawk 2 Holding, L.P., Williams acquired 48,742,361 Common Units and 6,340,022 Convertible Class B Units of the Issuer, and 500 limited liability company units, which constitute 50 percent of the
Page 4 of 9
outstanding equity interests, of Access Midstream Ventures, L.L.C., the sole member of Access Midstream Partners GP, L.L.C. (the “General Partner”), which serves as the general partner of the Issuer and holds all of the Issuer’s incentive distribution rights and a 2.0 percent general partner interest in the Issuer (together, the “GIP Purchase”). As a result of the GIP Purchase, Williams indirectly owns 100 percent of the outstanding equity of the General Partner, and approximately 50 percent of the limited partner interests in the Issuer.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to Williams’ Current Report on Form 8-K (File No. 001-04174) filed with the Securities and Exchange Commission on June 16, 2014, which exhibit is incorporated by reference in its entirety in this Item 4.
In connection with the closing of the Purchase Agreement, Robyn L. Ewing, Sarah C. Miller and Richard D. Rodekohr were appointed to the Board of Directors of the General Partner by Williams. William B. Berry, William J. Brilliant, Domenic J. Dell’Osso, Jr., James J. Cleary and William A. Woodburn resigned as directors of the General Partner.
| Item 5. | Interest in Securities of the Issuer |
The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following:
(a) Williams is the record and beneficial owner of (i) 12,680,044 Class B Units. The Class B Units may be converted into Common Units on a one-for-one basis. If converted, Williams would be the record and beneficial owner of 101,560,100 Common Units, representing 50.1% of the outstanding Common Units, as calculated in accordance with Rule 13d-3(d)(1), based on 190,051,818 of the Issuer’s Common Units outstanding as of June 27, 2014. See Schedule 1 for the aggregate number and percentage of Common Units beneficially owned by the Listed Persons.
(b) If the Class B Units discussed in this Schedule 13D were converted into Common Units, Williams would have (i) sole power to vote 101,560,100 Common Units, (ii) shared power to vote 0 Common Units; (iii) sole power to dispose of 101,560,100 Common Units, and (iv) shared power to vote 0 Common Units.
(c) On June 23, 2014, Rory L. Miller purchased 1,650 Common Units at a price of $62.1264 per unit in an open market transaction effected on the New York Stock Exchange. Except as otherwise described in Item 4 above, this Item 5(c), and Item 6 below, neither Williams nor, to the knowledge of Williams, any of the Listed Persons has effected any transactions in the Common Units during the past 60 days.
(d) Williams has the right to receive distributions from, and the proceeds from the sale of, the Common Units reported on the cover pages of this Schedule 13D and in this Item 5. Except for the foregoing, no other person is known by Williams to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by Williams.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit Number |
Description | |
| 1 | Purchase Agreement dated as of June 14, 2014, by and among GIP II Eagle Holdings Partnership, L.P., GIP II Hawk Holdings Partnership, L.P., GIP II Eagle 2 Holding, L.P. and GIP Hawk 2 Holding, L.P. and The Williams Companies, Inc. (incorporated by reference to Exhibit 10.1 to Williams’ Current Report on Form 8-K (File No. 001-04174) filed with the Securities and Exchange Commission on June 16, 2014) | |
SIGNATURES
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: July 1, 2014
| The Williams Companies, Inc. | ||
| By: | /s/ Sarah C. Miller | |
| Name: Sarah C. Miller Title: Corporate Secretary | ||
Schedule 1
Executive Officers of The Williams Companies, Inc.
Alan S. Armstrong
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Director, Chief Executive Officer & President
Citizenship: USA
Amount Beneficially Owned: 0
Frank E. Billings
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President – Corporate Strategic Development
Citizenship: USA
Amount Beneficially Owned: 0
Allison G. Bridges
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President – West
Citizenship: USA
Amount Beneficially Owned: 0
Donald R. Chappel
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President & Chief Financial Officer
Citizenship: USA
Amount Beneficially Owned: 0
John R. Dearborn, Jr.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President – NGL & Petchem Services
Citizenship: USA
Amount Beneficially Owned: 0
Robyn L. Ewing
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President & Chief Administrative Officer
Citizenship: USA
Amount Beneficially Owned: 0
Rory L. Miller
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President – Atlantic – Gulf
Citizenship: USA
Amount Beneficially Owned: 1,650 (less than 1%)
Fred E. Pace
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President – E&C (Engineering and Construction)
Citizenship: USA
Amount Beneficially Owned: 0
Brian L. Perilloux
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President – Operational Excellence
Citizenship: USA
Amount Beneficially Owned: 0
Craig L. Rainey
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President & General Counsel
Citizenship: USA
Amount Beneficially Owned: 0
James E. Scheel
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President – Northeast G&P
Citizenship: USA
Amount Beneficially Owned: 0
Ted T. Timmermans
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Vice President, Controller & Chief Accounting Officer
Citizenship: USA
Amount Beneficially Owned: 0
Board of Directors of The Williams Companies, Inc.
Alan Armstrong
(see Above)
Joseph R. Cleveland
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Kathleen B. Cooper
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Fellow of the Tower Center for Political Studies at Southern Methodist University
Citizenship: USA
Amount Beneficially Owned: 0
John A. Hagg
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: Canada
Amount Beneficially Owned: 0
Juanita H. Hinshaw
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: President and Chief Executive Officer of H&H Advisors (a financial consulting firm)
Citizenship: USA
Amount Beneficially Owned: 0
Ralph Izzo
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Chairman, President and Chief Executive Officer of Public Service Enterprise Group Inc.
Citizenship: USA
Amount Beneficially Owned: 0
Frank T. MacInnis
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Chairman of the Board of The Williams Companies, Inc.
Citizenship: USA
Amount Beneficially Owned: 0
Eric W. Mandelblatt
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Managing Partner & Chief Investment Officer of Soroban Capital Partners, LLC
Citizenship: USA
Amount Beneficially Owned: 0
Steven W. Nance
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: President and Manager, Steele Creek Energy, LLC
Citizenship: USA
Amount Beneficially Owned: 0
Murray D. Smith
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: President, Murray Smith and Associates (a consulting firm that provides strategic advice to the North American energy sector)
Citizenship: Canada
Amount Beneficially Owned: 0
Janice D. Stoney
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Laura A. Sugg
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0