<PAGE> 1
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 4, 1995)
1,197,618 SHARES
THE WILLIAMS COMPANIES, INC. LOGO
COMMON STOCK
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All of the shares of Common Stock of The Williams Companies, Inc.
("Williams" or the "Company") being offered hereby (the "Shares") are held by
Williams Holdings of Delaware, Inc. (the "Selling Stockholder"), a wholly-owned
subsidiary of the Company.
The Common Stock of the Company is listed on the New York Stock Exchange
and the Pacific Stock Exchange. On October 3, 1995, the last reported sale price
of the Common Stock on the New York Stock Exchange was $39 5/8 per share. See
"Price Range of Common Stock and Dividends" in the accompanying Prospectus.
The Selling Stockholder intends to sell up to 1,197,618 Shares from time to
time through Smith Barney Inc. ("Smith Barney"), as exclusive sales agent of the
Selling Stockholder, by means of (i) ordinary brokers' transactions, (ii) block
transactions (which may involve crosses) in accordance with the rules of the New
York Stock Exchange, the Pacific Stock Exchange or other stock exchanges on
which the Common Stock is admitted to trading privileges (the "Exchanges"), in
which Smith Barney may attempt to sell the Shares as agent but may position and
resell all or a portion of the blocks as principal, (iii) "fixed price
offerings" off the floors of the Exchanges or "exchange distributions" and
"special offerings" in accordance with the rules of the Exchanges or (iv) a
combination of any such methods of sale, such issuances and sales to be, in the
case of transactions on the Exchanges, at market prices prevailing at the time
of sale, and in the case of transactions off the floors of the Exchanges, at
negotiated prices related to prevailing market prices. In connection therewith,
distributors' or sellers' commissions may be paid or allowed, which will not
exceed those customary in the types of transactions involved. If Smith Barney
purchases the Shares as principal, such Shares may be resold by any of the
methods of sale described above. This Prospectus Supplement will be supplemented
to set forth the terms of any such "fixed price offerings," "exchange
distributions" and "special offerings." See "Manner of Offering" herein.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT, ANY SUPPLEMENT THERETO OR THE ACCOMPANYING PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------
In making this offering on behalf of the Selling Stockholder, Smith Barney
and any other broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
the compensation of Smith Barney and any other broker or dealer may be deemed to
be underwriting commissions or discounts. The Selling Stockholder and the
Company have agreed to indemnify Smith Barney against certain liabilities,
including certain liabilities under the Securities Act. See "Manner of Offering"
herein.
The Selling Stockholder will receive all of the net proceeds for the sale
of the Shares. The expenses of this offering, estimated to be $100,000, will be
paid by the Selling Stockholder.
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SMITH BARNEY INC.
October 4, 1995
<PAGE> 2
IN CONNECTION WITH "FIXED PRICE OFFERINGS" OF THE SHARES CONDUCTED OFF THE
FLOORS OF THE EXCHANGES AND IN CONNECTION WITH "SPECIAL OFFERINGS" OR "EXCHANGE
DISTRIBUTIONS" CONDUCTED IN ACCORDANCE WITH THE RULES OF THE EXCHANGES, SMITH
BARNEY MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET, SUCH TRANSACTIONS MAY BE EFFECTED ON THE EXCHANGES,
IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
MANNER OF OFFERING
Under the terms of a Sales Agency Agreement, dated October 4, 1995, between
Smith Barney, the Selling Stockholder and the Company, the Shares will be sold
by the Selling Stockholder, from time to time in accordance with such Sales
Agency Agreement, through Smith Barney, as exclusive sales agent of the Selling
Stockholder, by means of (i) ordinary brokers' transactions, (ii) block
transactions (which may involve crosses) in accordance with the rules of the
Exchanges, in which Smith Barney may attempt to sell the Shares as agent but may
position and resell all or a portion of the blocks as principal, (iii) "fixed
price offerings" off the floors of the Exchanges or "exchange distributions" and
"special offerings" in accordance with the rules of the Exchanges or (iv) a
combination of any such methods of sale, such issuances and sales to be, in the
case of transactions on the Exchanges, at market prices prevailing at the time
of sale and, in the case of transactions off the floors of the Exchanges, at
negotiated prices related to prevailing market prices. In connection therewith,
distributors' or sellers' commissions may be paid or allowed, which will not
exceed those customary in the types of transactions involved. If Smith Barney
purchases the Shares as principal, such Shares may be resold by any of the
methods of sale described above.
From time to time, Smith Barney may conduct a "fixed price offering" of the
Shares off the floors of the Exchanges. In such case, Smith Barney would
purchase a block of the Shares from the Selling Stockholder and would form a
group of selected dealers to participate in the resale of such Shares. Any such
offering would be described in a supplement to this Prospectus Supplement
setting forth the terms of the offering and the number of Shares being offered.
It is also possible that Smith Barney may conduct from time to time "special
offerings" or exchange distributions" in accordance with the rules of the
Exchanges. Any such offering or distribution would be described in a supplement
to this Prospectus Supplement at the time thereof.
In making this offering on behalf of the Selling Stockholder, Smith Barney
and any other broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act and the compensation of Smith Barney and any other
broker or dealer may be deemed to be underwriting commissions or discounts. The
Selling Stockholder and the Company have agreed to indemnify Smith Barney
against certain liabilities, including certain liabilities under the Securities
Act. The Selling Stockholder has agreed to reimburse Smith Barney for certain of
its expenses in connection with the offering of the Shares.
S-2
<PAGE> 3
PROSPECTUS
1,197,618 SHARES
THE WILLIAMS COMPANIES, INC.
COMMON STOCK
($1.00 PAR VALUE)
---------------------
All the shares of Common Stock of The Williams Companies, Inc. ("Williams"
or the "Company") being offered hereby (the "Shares") are held by Williams
Holdings of Delaware, Inc. (the "Selling Stockholder"), a wholly-owned
subsidiary of the Company.
Shares may, from time to time, be offered for sale and sold in transactions
executed on the New York Stock Exchange or other exchanges on which the Shares
may be traded, in the over-the-counter market, in negotiated transactions or
through other means. Sales may be effected at market prices prevailing at the
time of sale or at such other prices as may be negotiated. The Company's Common
Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The Selling Stockholder may sell the Shares through underwriters, dealers
or agents, or directly to one or more institutional purchasers. This Prospectus
will be supplemented by a prospectus supplement or supplements (the "Prospectus
Supplement") and will set forth the names of underwriters or agents, if any, any
applicable commissions or discounts and the net proceeds to the Selling
Stockholder from any such sale. See "Plan of Distribution" for possible
indemnification arrangements for underwriters, dealers and agents.
October 4, 1995
<PAGE> 4
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy or information statements and other information with the
Securities and Exchange Commission (the "Commission"). This Prospectus contains
information concerning the Company but does not contain all of the information
set forth in the Registration Statement and exhibits thereto which the Company
has filed with the Commission under the Securities Act of 1933 (the "Securities
Act"). Such reports, proxy or information statements, Registration Statement and
exhibits and other information filed by the Company with the Commission can be
inspected at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street., N.W., Washington, D.C. 20549, and should also be
available for inspection and copying at the Regional Offices of the Commission
located at 7 World Trade Center, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy or information statements, Registration Statement and
exhibits and other information concerning the Company can also be inspected at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, and the Pacific Stock Exchange, Inc., 301 Pine Street, San
Francisco, California 94104 and 233 South Beaudry Avenue, Los Angeles,
California 90014.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents filed by the Company
which are not presented herein or delivered herewith. These documents are
available from The Williams Companies, Inc., One Williams Center, Tulsa,
Oklahoma 74172, (918) 588-2000, Attention: Corporate Secretary.
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:
1. the Company's Annual Report on Form 10-K for the year ended December 31,
1994;
2. the Company's Quarterly Reports on Form 10-Q for the quarter ended March
31, 1995 and June 30, 1995;
3. the Company's Current Reports on Form 8-K dated January 11, 1995,
January 31, 1995 and May 4, 1995;
4. the Company's Current Report on Form 8-K/A dated March 29, 1995,
excluding item 8 of Transco Energy Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, which 10-K is incorporated
by reference in the Form 8-K/A;
5. the Proxy Statement of the Company dated March 18, 1995; and
6. the Company's Registration Statement on Form 8-A dated February 6, 1986
and the Company's Registration Statement on Form 8-B dated August 20,
1987.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares hereunder shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
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<PAGE> 5
THE COMPANY
The Company, through subsidiaries, is engaged in the transportation and
sale of natural gas and related activities, natural gas gathering and processing
operations, the transportation of petroleum products, the telecommunications
business and provides a variety of other products and services to the energy
industry and financial institutions. In January of 1995 the Company sold a major
portion of its telecommunications assets and in May of 1995 the Company
completed the acquisition of Transco Energy Company which, through its
subsidiaries, transports natural gas to markets in the eastern half of the
United States. The Company's subsidiaries currently own and operate: (i) four
interstate natural gas pipeline systems and have a fifty percent interest in a
fifth; (ii) a common carrier petroleum products pipeline system; and (iii)
natural gas gathering and processing facilities and production properties. The
Company also markets natural gas and natural gas liquids. The Company's
telecommunications subsidiaries offer data, voice and video-related products and
services and customer premises equipment nationwide. The Company also has
investments in the equity of certain other companies.
The Company's principal executive offices are located at One Williams
Center, Tulsa, Oklahoma 74172, and its telephone number is (918) 588-2000.
USE OF PROCEEDS
Except as otherwise set forth in any Prospectus Supplement, the net
proceeds to be received by the Selling Stockholder from the sale of the Shares
will be used for general corporate purposes. The Selling Stockholder is a
wholly-owned subsidiary of the Company.
3
<PAGE> 6
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The shares of Common Stock of The Williams Companies, Inc. (the "Williams
Common Stock") are traded on the New York Stock Exchange ("NYSE") under the
trading symbol "WMB". The following table sets forth the high and low sales
prices of Williams Common Stock on the NYSE Composite Tape and the cash
dividends declared on the Williams Common Stock during each quarter presented.
<TABLE>
<CAPTION>
CASH
DIVIDENDS
HIGH LOW PAID
------ ------ ---------
<S> <C> <C> <C>
1993
First Quarter............................................ $24 3/16 $17 15/16 $0.19
Second Quarter........................................... 27 9/1 23 3/8 0.19
Third Quarter............................................ 31 7/8 26 1/4 0.19
Fourth Quarter........................................... 31 3/1 24 3/8 0.21
1994
First Quarter............................................ 27 3/8 22 3/8 0.21
Second Quarter........................................... 30 5/8 22 1/8 0.21
Third Quarter............................................ 33 3/8 28 0.21
Fourth Quarter........................................... 30 1/2 23 1/4 0.21
1995
First Quarter............................................ 30 7/8 24 1/2 0.27
Second Quarter........................................... 35 3/4 30 1/4 0.27
Third Quarter............................................ 39 1/2 34 3/8 0.27
(through September 20, 1995)
</TABLE>
On September 20, 1995, the reported closing sale price of Williams Common
Stock on the NYSE Composite Tape was $38.25 per share. There were approximately
14,391 holders of Williams Common Stock of record as of September 20, 1995.
Holders of Williams Common Stock are entitled to dividends as declared by
the Company's Board of Directors. Debt instruments of certain subsidiaries of
the Company limit the amount of dividend payments to the Company which may
adversely impact the funds available to the Company to pay dividends on any
preferred stock and Williams Common Stock.
4
<PAGE> 7
DESCRIPTION OF THE CAPITAL STOCK
The following description of the material terms of the Company's Capital
Stock does not purport to be complete and is qualified in its entirety by
reference to the Company's Restated Certificate of Incorporation, as amended,
and By-laws, which are incorporated by reference in this Registration Statement.
DESCRIPTION OF WILLIAMS COMMON STOCK
As of September 15, 1995, there were 240,000,000 shares of Williams Common
Stock authorized and 102,107,196 outstanding (excluding 2,839,714 shares of
Williams Common Stock then held by the Company and its subsidiaries.)
Holders of Williams Common Stock are entitled to dividends as declared by
the Company's Board of Directors. Debt instruments of certain subsidiaries of
the Company limit the amount of dividend payments to the Company which may
adversely impact the funds available to the Company to pay dividends on any
preferred stock and Williams Common Stock.
Subject to the rights of the holders of any outstanding shares of any
preferred stock of the Company, holders of Williams Common Stock are entitled to
cast one vote for each share held of record on all matters. Voting securities do
not have cumulative voting rights. This means holders of more than 50 percent of
the voting power of all securities outstanding voting for the election of
directors can elect 100 percent of the directors if they choose to do so; and in
such event, the holders of the remaining voting power will not be able to elect
any person or persons to the Company's Board of Directors.
Shareholders have no preemptive or subscription rights upon the issuance of
additional shares of the Company's stock of any class or series. Upon
liquidation or dissolution of the Company, whether voluntary or involuntary, the
holders of Williams Common Stock are entitled to share ratably in the assets of
the Company available for distribution after provision for creditors and holders
of preferred stock. All of the issued and outstanding shares of Williams Common
Stock are duly authorized, validly issued, fully paid and will not be subject to
further calls or assessments.
Each share of Williams Common Stock has 0.50 Preferred Stock Purchase
Rights ("Rights") attached unless and until the Rights are redeemed.
DESCRIPTION OF THE RIGHTS
The following description of the material terms of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Amended and Restated Rights Agreement, dated as of July 12, 1988, between the
Company and First Chicago Trust Company of New York which is incorporated by
reference in this Registration Statement.
Rights are evidenced by certificates for Williams Common Stock and will
automatically trade with such Williams Common Stock unless and until they become
exercisable or are redeemed. If and when the Rights become exercisable, Rights
certificates will be distributed and the Rights will become separately
tradeable.
Each Right entitles the holder thereof to purchase from the Company one
two-hundredth of a share of the Company's Series A Preferred Stock for a price
of $75 subject to adjustments. The Rights become exercisable after the tenth day
following the date (the "Stock Acquisition Date") on which a public announcement
is made that any person (an "Acquiring Person") has acquired beneficial
ownership of 20 percent or more of the outstanding shares of Williams Common
Stock or 10 business days following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, the person or group proposing such offer would be
beneficial owner of 30 percent or more of the outstanding shares of Williams
Common Stock. The Rights expire on the earlier of (i) February 6, 1996 or (ii)
the date on which the Rights are redeemed. The Company is entitled to redeem in
whole, but not in part, the Rights at any time until 30 days following the Stock
Acquisition Date, at a redemption price of $.05 per Right.
5
<PAGE> 8
In the event that, anytime following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50
percent or more of its assets or earning power is sold, provision shall be made
so that each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current Purchase Price (as defined in the
rights agreement for the Rights) of the Right, common stock of the acquiring
entity which has a value of two times the Purchase Price of the Right. Following
the occurrence of any of the events described above in this paragraph, any
Rights that are or were beneficially owned by an Acquiring Person or affiliates
or associates of any Acquiring Person will immediately become null and void.
Holders of the Rights have no right to vote or to receive dividends.
DESCRIPTION OF THE PREFERRED STOCK
The Company is authorized to issue up to 30,000,000 shares of Preferred
Stock, par value $1.00 per share, in one or more series. The only preferred
stock of the Company currently outstanding consists of 2.5 million shares of its
series of $3.50 Convertible Preferred Stock (the "$3.50 Shares") and 869,552
shares of its series $2.21 Preferred Stock (the "$2.21 Shares" which together
with the $3.50 Shares comprise the "Preferred Stock"). The Preferred Stock ranks
senior to Williams Common Stock upon liquidation and as to dividends and
redemption. If dividends or amounts payable on liquidation are not paid in full
on the Preferred Stock of all series, then all series share ratably in the
amount available therefor.
Holders of the shares of the Preferred Stock are entitled to receive, when
and if declared by the Company's Board of Directors, annual cash dividends
payable in quarterly installments which are cumulative. Dividends are payable to
holders of record as they appear on the stock books of the Company on such
record dates not more than 60 nor less than 10 days preceding the payment dates
as shall be fixed by the Board of Directors.
Unless full cumulative dividends on the Preferred Stock and any stock
ranking on parity with the Preferred Stock as to dividends or upon liquidation
("Parity Stock") have been paid or funds have been set apart for payment thereon
through the current dividend period with respect to the Preferred Stock and any
Parity Stock, the Company may not (i) declare or pay any dividend or
distribution on any junior stock of the Company or (ii) redeem or set apart
funds for the purchase or redemption of any junior stock.
In the event of any liquidation, dissolution or winding up of the Company,
the holders of shares of the Preferred Stock are entitled to receive out of
assets of the Company available for distribution to shareholders, before any
distribution of assets is made to holders of Williams Common Stock, liquidating
distributions plus dividends accrued and accumulated but unpaid to the
redemption date. If upon any liquidation, dissolution or winding up of the
Company, the amounts payable with respect to the Preferred Stock and any Parity
Stock are not paid in full, the holders of the Preferred Stock and any Parity
Stock of the Company will share ratably in any such distribution of assets in
proportion to the full respective preferential amounts to which they are
entitled. After payment of the full amount of the liquidating distribution to
which they are entitled, the holders of shares of the Preferred Stock will not
be entitled to any further participation in any distribution of assets by the
Company. Neither a consolidation or merger of the Company with another
corporation nor a sale or transfer of all or part of the Company's assets for
cash or securities shall be considered a liquidation, dissolution or winding up
of the Company.
The Preferred Stock is not subject to any mandatory redemption or sinking
fund provision. The Preferred Stock is redeemable on at least 30 but not more
than 60 days' notice, at the option of the Company, in whole or in part, with
respect to the $2.21 Shares, at any time on and after September 1, 1997 at a
redemption price equal to $25 per share and with respect to the $3.50 Shares, at
any time on and after November 1, 1999, in whole or in part, at a redemption
price initially equal to $51.40 per share and declining ratably to $50.00 per
share on November 1, 2003, plus, in both cases, dividends accrued and
accumulated but unpaid to the redemption date. If less than all the outstanding
shares of the Preferred Stock are to be redeemed, the Company will select those
to be redeemed by lot or a substantially equivalent method.
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<PAGE> 9
Except as indicated below, the holders of shares of the Preferred Stock
have no voting rights. If the equivalent of six quarterly dividends payable on
the Preferred Stock or on any other preferred stock is in arrears, the number of
directors of the Company will be increased by two and the holders of all
outstanding shares of the Preferred Stock, voting as a single class without
regard to series, will be entitled to elect the additional two directors until
all dividends in arrears have been paid or declared and set apart for payment.
The $2.21 Shares are not convertible into, or exchangeable for, shares of
Williams Common Stock. Each preferred share of the $3.50 Shares is convertible
at the option of the holder thereof into 1.5625 shares of Williams Common Stock
subject to certain anti-dilution adjustments. The Preferred Stock has no
preemptive rights. All of the Preferred Stock are fully paid and nonassessable.
The Preferred Stock may not be called, retired or in any way redeemed, except
pursuant to the redemption provisions set out above.
SELLING STOCKHOLDER
The Selling Stockholder owns the Shares that may be offered hereby. The
Shares constitute all of the shares of Williams Common Stock held by the Selling
Stockholder prior to this offering. The Selling Stockholder acquired the Shares
over a period from August 29, 1994 through November 30, 1994, in various
open-market transactions.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell the Shares through underwriters, dealers
or agents, or directly to a limited number of purchasers or to a single
purchaser. A Prospectus Supplement with respect to the Shares offered thereby
will set forth the terms of the offering of such Shares, including the name or
names of any underwriters, dealers or agents, the purchase price of such Shares
and the proceeds to the Selling Stockholder from such sale, any underwriting
discounts and other items constituting underwriters' compensation, the public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers. The public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are involved in the sale, the Shares will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
underwriter or underwriters with respect to a particular underwritten offering
of Shares will be named in the Prospectus Supplement relating to such offering
and, if an underwriting syndicate is used, the managing underwriter or
underwriters will be set forth on the cover page of such Prospectus Supplement.
Unless otherwise set forth in such Prospectus Supplement, the obligations of the
underwriters to purchase the Shares will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all such Shares if
any are purchased.
Shares may be sold directly by the Selling Stockholder or through agents
designated by the Selling Stockholder from time to time. Any such agent, who may
be deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of any of the Shares will be named, and any
commissions payable by the Selling Stockholder to such agent will be set forth,
in the Prospectus Supplement relating to such offer or sale. Unless otherwise
indicated in such Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If sold through agents, the Shares offered hereby may be sold from time to
time through such agents, by means of (i) ordinary brokers' transactions, (ii)
block transactions (which may involve crosses) in accordance with the rules of
the New York Stock Exchange (Exchange), in which such agent may attempt to sell
the Shares as agent but may position and resell all or a portion of the blocks
as principal, (iii) "fixed price offerings" off the floor of the Exchange or
"exchange distributions" and "special offerings" in accordance with the rules of
the Exchange or (iv) a combination of any such methods of sale, in each case at
market prices prevailing at the time of sale in the case of transactions on the
Exchange and at negotiated prices related to prevailing market prices in the
case of transactions off the floor of the Exchange. In connection therewith,
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<PAGE> 10
distributors' or sellers' commissions may be paid or allowed that will not
exceed those customary in the types of transactions involved. If an agent
purchases Shares as principal, such stock may be resold by any of the methods of
sale described above.
From time to time an agent may conduct a "fixed price offering" of Shares
covered by this Prospectus off the floor of the Exchange. In such case, such
agent would purchase a block of the Shares from the Selling Stockholder and
would form a group of selected dealers to participate in the resale of such
Shares. Any such offering would be described in a Prospectus Supplement setting
forth the terms of the offering and the number of the Shares being offered. It
is also possible that an agent may conduct from time to time "special offerings"
or "exchange distributions" in accordance with the rules of the Exchange. Any
such offering or distribution would be described in a Prospectus Supplement at
the time thereof.
If a dealer is used in the sale of the Shares, the Selling Stockholder
would sell such Shares to the dealer, as principal. The dealer may then resell
such Shares to the public at varying prices to be determined by such dealer at
the time of resale. The name of any dealer involved in a particular offering of
Shares and any discounts or concessions allowed or reallowed or paid to the
dealer will be set forth in the Prospectus Supplement relating to such offering.
Subject to certain conditions, the Company and the Selling Stockholder may
agree to indemnify the several underwriters, agents or dealers and their
controlling persons against certain civil liabilities, including certain
liabilities under the Securities Act, or to have the Company and the Selling
Stockholder contribute to payments any such person may be required to make in
respect hereof. Agents, underwriters and dealers may engage in transactions with
or perform services for the Company and the Selling Stockholder in the ordinary
course of business.
LEGAL OPINIONS
The legal validity of the Shares offered hereby will be passed upon for the
Company and Selling Stockholder by J. Furman Lewis, Esq., Senior Vice President
and General Counsel of the Company, and for any underwriters, dealers or agents
by Davis Polk & Wardwell.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated by reference in this Prospectus and Registration Statement, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing therein and incorporated herein by reference. The
financial statements and schedules referred to above are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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<PAGE> 11
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NO PERSON IS AUTHORIZED TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR IN
DOCUMENTS INCORPORATED BY REFERENCE THEREIN, AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE SELLING STOCKHOLDER, THE COMPANY OR THE AGENT. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THE
SECURITIES OFFERED HEREBY OR ANY OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN AND THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Manner of Offering..................... S-2
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents
by Reference......................... 2
The Company............................ 3
Use of Proceeds........................ 3
Price Range of Common Stock
and Dividends........................ 4
Description of the Capital Stock....... 5
Description of Williams Common Stock... 5
Description of the Rights.............. 5
Description of the Preferred Stock..... 6
Selling Stockholder.................... 7
Plan of Distribution................... 7
Legal Opinions......................... 8
Experts................................ 8
- --------------------------------------------
- --------------------------------------------
</TABLE>
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1,197,618 SHARES
LOGO
COMMON STOCK
------------
PROSPECTUS SUPPLEMENT
OCTOBER 4, 1995
------------
SMITH BARNEY INC.
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