-----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, D8fCCoICo5vAHtB1vFqGnCGhwLZ+j4val3tU/jYSNumaQ4AdUg0rpFY9NqGyJjfS DZqKUdUwQ4Nr81hX+YoXOw== 0000950148-97-001651.txt : 19970612 0000950148-97-001651.hdr.sgml : 19970612 ACCESSION NUMBER: 0000950148-97-001651 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970611 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS SONOMA INC CENTRAL INDEX KEY: 0000719955 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 942203880 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07851 FILM NUMBER: 97622157 BUSINESS ADDRESS: STREET 1: 100 N POINT ST CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4156168345 MAIL ADDRESS: STREET 1: 100 NORTH POINT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94133 424B3 1 424(B)(3) 1 As filed pursuant to Rule 424(b)(3) under the Securities Act of 1933 Registration No. 333-07851 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED OCTOBER 4, 1996 AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENT NO. 1 DATED AS OF APRIL 11, 1997) WILLIAMS-SONOMA, INC. U.S. $40,000,000 5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE APRIL 15, 2003 This Prospectus Supplement supplements information contained in that certain Prospectus dated October 4, 1996 as supplemented by Prospectus Supplement No. 1 dated as of April 11, 1997 (together, the "Prospectus") relating to the potential sale from time to time of up to $40,000,000 aggregate amount of Notes and the Common Stock issuable upon conversion thereof by the Selling Securityholders. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. Capitalized terms used herein but not defined have the meanings assigned to such terms in the Prospectus. The following table supplements the information set forth in the Prospectus under the caption "Selling Securityholders" with respect to the Selling Securityholders and the respective principal amounts of Notes and Common Stock issuable upon conversion thereof beneficially owned by such Selling Securityholder that may be offered pursuant to the Prospectus:
PRINCIPAL AMOUNT OF NOTES NUMBER OF SHARES NAME OF SELLING SECURITYHOLDER(3) OWNED AND OFFERED HEREBY OFFERED HEREBY(1)(2) - -------------------------------------- ------------------------ ---------------------- Continental Assurance Company $2,800,000 107,279 Professional Assets Indemnity Ltd. 900,000 34,482 Goldman, Sachs & Co. 175,000 6,704
Because the Selling Securityholders listed above and in the Prospectus under the caption "Selling Securityholders" may, pursuant to the Prospectus, as supplemented, offer all or some portion of the Notes or Shares, no estimate can be given as to the amount of Notes or Shares held by the Selling Securityholders upon termination of any such sales. Furthermore, the Selling Securityholders identified in the table set forth in the Prospectus under the caption "Selling Securityholders" may have sold, transferred or otherwise disposed of all or a portion of their Notes since the date on which they provided the Company with information regarding their Notes, and the Company has not made any independent inquiries as to the foregoing. - --------------- (1) Assumes a conversion price of $26.10 per share, and a cash payment in lieu of any fractional share interest. (2) Each Selling Securityholder listed herein holds less than 1% of the Common Stock outstanding upon conversion of their Notes. (3) The line item "Everen Securities Inc. . . . $700,000 . . . 26,819" contained in the table set forth in the Prospectus under the caption "Selling Securityholders" is deleted in its entirety. UNLESS OTHERWISE NOTED, ALL INFORMATION PROVIDED IN THIS PROSPECTUS SUPPLEMENT IS AS OF JUNE 10, 1997. -----END PRIVACY-ENHANCED MESSAGE-----