<PAGE> 1
As filed with the Securities and Exchange Commission on April 18, 1995
Registration No. 33-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
THE WILLIAMS COMPANIES, INC.
(Exact name of issuer as specified in its charter)
________________
Delaware 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
________________
THE WILLIAMS COMPANIES, INC.
STOCK PLAN FOR NONOFFICER EMPLOYEES
(Full title of plan)
________________
DAVID M. HIGBEE, ESQ.
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
(918) 588-2000
(Name, address and telephone number of agent for service)
________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit(1) Price(2) Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($1 par value) 4,000,000(3) $31 1/8 $124,500,000 $42,931
=========================================================================================
</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on April 10, 1995.
(2) Estimated solely for the purpose of calculating the filing fee.
(3) Includes one-half of a Right issuable under the terms of The Williams
Companies, Inc. Rights Plan for each share of stock.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made a
part of this prospectus:
(a) Williams' Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) Williams Current Reports on Form 8-K, dated January 5, 1995,
January 11, 1995, and Form 8-K/A, dated March 29, 1995.
(c) The Company is authorized to issue 240,000,000 shares of Common
Stock, $1.00 par value per share. As of March 24, 1995,
91,028,261 shares of Common Stock were outstanding. The
following description of the shares of Common Stock does not
purport to be complete and is qualified in its entirety by
reference to the pertinent sections of the Company's Restated
Certificate of Incorporation, as amended, which is incorporated
by reference in this Registration Statement.
Holders of Common Stock are entitled to dividends as declared
by the Board of Directors. Certain of the Company's loan
agreements contain provisions restricting the payment of
dividends. Under the most restrictive of such provisions, the
Company had approximately $565 million available at December
31, 1994, for the payment of dividends. 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 its Common
Stock.
Subject to the rights of the holders of any outstanding shares
of Preferred Stock, holders of 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 that the 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 Board of Directors.
Stockholders 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
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 Common Stock is duly authorized, validly
issued, fully paid and will not be subject to further calls or
assessments.
ANTITAKEOVER PROVISIONS
The provisions of the Company's Restated Certificate of
Incorporation, as amended, summarized in the succeeding
paragraphs may be deemed to have an antitakeover effect and may
delay a tender offer or takeover attempt which a stockholder
might consider in such stockholder's best interest, including
those attempts which might result in a premium over the market
price for the shares held by stockholders.
The Board of Directors of the Company is divided into three
classes. Members of each class are elected for three-year
terms. Stockholders may only remove any one or all of the
directors for cause and by an affirmative vote of 75 percent of
the voting power of the stock.
<PAGE> 3
The Restated Certificate of Incorporation, as amended, provides
that the approval of 75 percent of the voting power of the
stock is required for the authorization of certain mergers and
sales or leases of substantial parts of the assets of the
Company.
The affirmative vote of 75 percent of the voting power of the
stock is required to amend the provisions of the Restated
Certificate of Incorporation, as amended, referred to in the
preceding two paragraphs.
On January 26, 1986, the Board of Directors of the Company
declared a dividend distribution of 0.5 Right for each
outstanding share of Common Stock. Each Right entitles the
registered holder to purchase from the Company a unit
consisting of one two-hundredth of a share (a "Unit") of Series
A Junior Participating Preferred Stock, par value $1 per share
(the "Junior Preferred Stock"), at a price of $75 per Unit,
subject to adjustment (the "Purchase Price"). This description
of the Rights is qualified in its entirety by reference to the
Amended and Restated Rights Agreement, dated as of July 12,
1988, between Williams and First Chicago Trust Company of New
York (the "Rights Agreement") which is incorporated herein by
reference and which is an exhibit to this Registration
Statement.
The Rights attach to all Common Stock certificates representing
outstanding shares. No separate Rights certificates have been
distributed. The Rights will separate from the Common Stock
and a Distribution Date will occur upon the earliest of (i) ten
days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial
ownership of 20 percent or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), (ii) ten business
days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially
owning 30 percent or more of such outstanding shares, or (iii)
ten business days after the Board of Directors of the Company
determines any person, alone or together with its affiliates
and associates, has become the beneficial owner of an amount of
Common Stock which the Board of Directors determines to be
substantial (which amount shall in no event be less than 10
percent of the shares of Common Stock outstanding) and at least
a majority of the Board of Directors who are not officers of
the Company, after reasonable inquiry and investigation,
including consultation with such persons as such directors
shall deem appropriate, shall determine that (a) such
beneficial ownership by such person is intended to cause the
Company to repurchase the Common Stock beneficially owned by
such persons or to cause pressure on the Company to take action
or enter into a transaction or series of transactions intended
to provide such person with short-term financial gain under
circumstances where the Board of Directors determines that the
best long-term interests of the Company and its stockholders
would not be served by taking such action or entering into such
transactions or series of transactions at that time or (b) such
beneficial ownership is causing or reasonably likely to cause a
material adverse impact (including, but not limited to,
impairment of relationships with customers or impairment of the
Company's ability to maintain its competitive position) on the
business or prospects of the Company (any such person being
referred to herein and in the Rights Agreement as an "Adverse
Person"). Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution
Date, Rights
-2-
<PAGE> 4
certificates will be mailed to holders of record of Common
Stock as of the close of business on the Distribution Date and,
thereafter, such separate Rights certificates alone will
evidence the Rights. Except as otherwise determined by the
Board of Directors and as described in the Rights Agreement,
only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to
the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Junior Preferred Stock will be
issued.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on February 6, 1996,
unless earlier redeemed by the Company as described below.
In the event that, at any time following the Distribution Date,
(i) a Person becomes the beneficial owner of more than 20
percent of the then outstanding shares of Common Stock (except
pursuant to an offer for all outstanding shares of Common Stock
which the independent directors determine to be fair to and
otherwise in the best interests of the Company and its
stockholders) or (ii) the Board of Directors determines that a
Person is an Adverse Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times
the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of any of the events set
forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or Adverse Person
shall immediately become null and void. However, Rights are
not exercisable following the occurrence of either of the
events set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the
surviving corporation (other than a merger which follows an
offer described in the preceding paragraph) or (ii) 50 percent
or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in
this paragraph and the preceding paragraph are referred to as
the "Triggering Events."
The Purchase Price payable, and the number of Units of Junior
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Junior Preferred Stock; (ii) if holders of the Junior Preferred
Stock are granted certain rights or warrants to subscribe for
Junior Preferred Stock or convertible securities at less than
the current market price of the Junior Preferred Stock; or
(iii) upon the distribution to holders of the Junior Preferred
Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at
least 1 percent of the Purchase Price. No fractional Units
will be issued and, in lieu thereof, an adjustment in cash will
be made based on the market price of the Junior Preferred Stock
on the last trading date prior to the date of exercise.
-3-
<PAGE> 5
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.05 per Right (the "Redemption Price"),
payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors. Immediately upon the
action of the Board of Directors of the Company ordering
redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending
upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the
Company prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person or Adverse
Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made at
such time as the Rights are not redeemable.
Under the Company's Restated Certificate of Incorporation, as
amended, 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 following description of Preferred Stock sets
forth certain general terms and provisions of the series of
Preferred Stock to which any Prospectus Supplement may relate.
Certain other terms of a particular series of Preferred Stock
will be described in the Prospectus Supplement relating to such
series of Preferred Stock. If so indicated in the Prospectus
Supplement relating thereto, the terms of any such series of
Preferred Stock may differ from the terms set forth below. The
description of Preferred Stock set forth below and the
description of the terms of a particular series of Preferred
Stock set forth in the Prospectus Supplement relating thereto
do not purport to be complete and are qualified in their
entirety by reference to the Restated Certificate of
Incorporation, as amended, and to the certificate of
designation relating to that series.
As of March 31, 1995, there were 3,630,100 shares of the
Company's $2.21 Cumulative Preferred Stock outstanding with a
liquidation preference of $25 per share.
The Preferred Stock will rank senior to the Company's Junior
Preferred Stock as to dividends and amounts payable upon
liquidation.
The rights of the holders of each series of Preferred Stock
will be subordinate to those of the Company's general
creditors.
All reports subsequently filed by Williams pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof.
-4-
<PAGE> 6
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included 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 auditing and
accounting.
The reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering to the
extent covered by consents thereto filed with the Securities and Exchange
Commission will be incorporated by reference in reliance upon the authority of
such independent auditors as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General Corporation Law
of the State of Delaware, subject to the procedures and limitations stated
therein, to indemnify any person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of
such person being or having been a director, officer, employee or agent of the
Company. The statute provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The By-laws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware. In
addition, the Company has entered into indemnity agreements with its directors
and certain officers providing for, among other things, the indemnification of
and the advancing of expenses to such individuals to the fullest extent
permitted by law, and, to the extent insurance is maintained, for the continued
coverage of such individuals.
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
-5-
<PAGE> 7
ITEM 8. EXHIBITS.
<TABLE>
<S> <C> <C>
*(4.1) -- Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B
Registration Statement, filed August 20, 1987).
*(4.2) -- Certificate of Designation with respect to the $2.21 Cumulative Preferred Stock (filed as
Exhibit 4.3 to Form S-3 Registration Statement No. 33-50970, filed August 19, 1992).
*(4.3) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).
*(4.4) -- Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).
*(4.5) -- Form of Certificate of Designation, Preferences and Rights with respect to the $3.50 Cumulative
Convertible Preferred Stock (filed as a part of Annex A to Form S-4 Registration Statement No.
33-57639, filed February 9, 1995).
*(4.6) -- Amended and Restated Rights Agreement, dated as of July 12, 1988, between Williams and First
Chicago Trust Company of New York (filed as Exhibit 4(c) to Williams Form 8, dated July 28,
1988).
*(4.7) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
*(4.8) -- Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
filed February 2, 1990).
*(4.9) -- U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
to Form 10-K for the year ended December 31, 1994).
(5.1) -- Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
the validity of the securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
(99) -- The Williams Companies, Inc. Stock Plan for Nonofficer Employees.
</TABLE>
_______________________________
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
-6-
<PAGE> 8
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering. Include the following if the securities are
registered pursuant to Rule 415 under the Securities Act:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section do not apply if the
registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or
-7-
<PAGE> 9
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
-8-
<PAGE> 10
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Tulsa and State of Oklahoma on the
18th day of April, 1995.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By s/David M. Higbee
-----------------------------
(David M. Higbee,
Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 18, 1995:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board, President
- -------------------------- and Chief Executive Officer)
Keith E. Bailey (Principal Executive Officer)
* Senior Vice President
- -------------------------- (Principal Financial Officer)
Jack D. McCarthy
* Controller
- -------------------------- (Principal Accounting Officer)
Gary R. Belitz
* Director
- --------------------------
Harold W. Andersen
* Director
- --------------------------
Ralph E. Bailey
* Director
- --------------------------
Glenn A. Cox
* Director
- --------------------------
Thomas H. Cruikshank
* Director
- --------------------------
Ervin S. Duggan
* Director
- --------------------------
Robert J. LaFortune
* Director
- --------------------------
James C. Lewis
</TABLE>
-9-
<PAGE> 11
<TABLE>
<S> <C>
* Director
- --------------------------
Jack A. MacAllister
* Director
- --------------------------
James A. McClure
* Director
- --------------------------
Peter C. Meinig
* Director
- --------------------------
Kay A. Orr
* Director
- --------------------------
Gordon R. Parker
* Director
- --------------------------
Joseph H. Williams
*By s/David M. Higbee
-----------------------------------
(David M. Higbee, Attorney-in-fact)
</TABLE>
-10-
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
*(4.1) -- Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B
Registration Statement, filed August 20, 1987).
*(4.2) -- Certificate of Designation with respect to the $2.21 Cumulative Preferred Stock (filed as
Exhibit 4.3 to Form S-3 Registration Statement No. 33-50970, filed August 19, 1992).
*(4.3) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).
*(4.4) -- Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).
*(4.5) -- Form of Certificate of Designation, Preferences and Rights with respect to the $3.50 Cumulative
Convertible Preferred Stock (filed as a part of Annex A to Form S-4 Registration Statement No.
33-57639, filed February 9, 1995).
*(4.6) -- Amended and Restated Rights Agreement, dated as of July 12, 1988, between Williams and First
Chicago Trust Company of New York (filed as Exhibit 4(c) to Williams Form 8, dated July 28,
1988).
*(4.7) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
*(4.8) -- Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
filed February 2, 1990).
*(4.9) -- U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
to Form 10-K for the year ended December 31, 1994).
(5.1) -- Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
the validity of the securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
(99) -- The Williams Companies, Inc. Stock Plan for Nonofficer Employees.
</TABLE>
_______________________________
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
<PAGE> 1
[THE WILLIAMS COMPANIES, INC LETTERHEAD]
EXHIBIT 5.1
April 18, 1995
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Dear Sirs:
The Williams Companies, Inc., a Delaware corporation (the "Company")
contemplates filing a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Act"), relating to the registration of Common
Stock of the Company, $1.00 par value (the "Common Stock") and associated
preferred stock purchase rights (the "Rights"), to be issued pursuant to the
terms of the Company's Stock Plan for Nonofficer Employees (the "Plan").
As Counsel for the Company, I have examined the corporate proceedings and such
other legal matters as I deem relevant to the authorization and issuance of the
Common Stock and the Rights. Based on such examination, it is my opinion that
when the Common Stock has been issued by the Company pursuant to the terms of
the Plan, the Common Stock and the Rights will be legally issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ DAVID M. HIGBEE
David M. Higbee
DMH/cf
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to The
Williams Companies, Inc. Stock Plan for Nonofficer Employees and to the
incorporation by reference therein of our report dated February 10, 1995, with
respect to the consolidated financial statements and schedules of The Williams
Companies, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
April 18, 1995
<PAGE> 1
EXHIBIT 24.1
THE WILLIAMS COMPANIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as
hereinafter set forth below their signature, of THE WILLIAMS COMPANIES, INC., a
Delaware corporation ("Williams"), does hereby constitute and appoint J. FURMAN
LEWIS, BOBBY E. POTTS and DAVID M. HIGBEE their true and lawful attorneys and
each of them (with full power to act without the others) their true and lawful
attorneys for them and in their name and in their capacity as a director or
officer, or both, of Williams, as hereinafter set forth below their signature,
to sign a registration statement on Form S-8 for the registration under the
Securities Act of 1933, as amended, of Common Stock of Williams issuable
pursuant to the terms and provisions of The Williams Companies, Inc. Stock Plan
for Nonofficer Employees, together with associated Preferred Stock purchase
rights, and any and all amendments and post-effective amendments to said
registration statement and any and all instruments necessary or incidental in
connection therewith; and
THAT the undersigned Williams does hereby constitute and
appoint J. FURMAN LEWIS, BOBBY E. POTTS and DAVID M. HIGBEE its true and lawful
attorneys and each of them (with full power to act without the others) its true
and lawful attorney for it and in its name and on its behalf to sign said
registration statement and any and all amendments and post-effective amendments
thereto and any and all instruments necessary or incidental in connection
therewith.
Each of said attorneys shall have full power of substitution
and resubstitution, and said attorneys or any of them or any substitute
appointed by any of them hereunder shall have full power and authority to do
and perform in the name and on behalf of each of the undersigned, in any and
all capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 16th day of March, 1995.
/s/ Keith E. Bailey /s/ Jack D. McCarthy
--------------------------------- ------------------------------
Keith E. Bailey Jack D. McCarthy
Chairman of the Board, President Senior Vice President
and Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
/s/ Gary R. Belitz
----------------------------
Gary R. Belitz
Controller
(Principal Accounting Officer)
<PAGE> 2
Page 2
/s/ Harold W. Andersen /s/ Ralph E. Bailey
- ------------------------------ -------------------------------
Harold W. Andersen Ralph E. Bailey
Director Director
/s/ Glenn A. Cox /s/ Thomas H. Cruikshank
- ------------------------------ -------------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ Ervin S. Duggan /s/ Robert J. LaFortune
- ------------------------------ -------------------------------
Ervin S. Duggan Robert J. LaFortune
Director Director
/s/ James C. Lewis /s/ Jack A. MacAllister
- ------------------------------ -------------------------------
James C. Lewis Jack A. MacAllister
Director Director
/s/ James A. McClure /s/ Peter C. Meinig
- ------------------------------ -------------------------------
James A. McClure Peter C. Meinig
Director Director
/s/ Kay A. Orr /s/ Gordon R. Parker
- ------------------------------ -------------------------------
Kay A. Orr Gordon R. Parker
Director Director
/s/ Joseph H. Williams
-----------------------------
Joseph H. Williams
Director
THE WILLIAMS COMPANIES, INC.
By /s/ J. Furman Lewis
---------------------------
J. Furman Lewis
ATTEST: Senior Vice President
/s/ David M. Higbee
- -------------------------
David M. Higbee
Secretary
<PAGE> 1
[THE WILLIAMS COMPANIES, INC. LOGO]
EXHIBIT 24.2
I, the undersigned, DAVID M. HIGBEE, Secretary of THE WILLIAMS
COMPANIES, INC., a Delaware corporation (hereinafter called the "Company"), do
hereby certify that at a meeting of the Board of Directors of the Company, duly
convened and held on March 16, 1995, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:
RESOLVED that the form of power of attorney submitted
to this meeting for use in connection with the execution and
filing for and on behalf of the Company of the Registration
Statement referred to in the immediately preceding resolution
and any amendments or supplements thereto is hereby approved
and the Chairman of the Board, the President or any Vice
President of the Company be, and hereby is, authorized to
execute said power of attorney in the form so presented by,
for and on behalf of the Company.
I further certify that the foregoing resolution has not been
modified, revoked or rescinded and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of THE WILLIAMS COMPANIES, INC., this 18th day of April, 1995.
/s/ David M. Higbee
------------------------
David M. Higbee
Secretary
(CORPORATE SEAL)
<PAGE> 1
EXHIBIT 99
THE WILLIAMS COMPANIES, INC.
STOCK PLAN FOR NONOFFICER EMPLOYEES
SECTION 1. Purposes.
1.01 The purposes of The Williams Companies, Inc. Stock Plan for
Nonofficer Employees (the "Plan"), are to enable The Williams Companies, Inc.
(together with any successor thereto, the "Company"), and its Affiliates to
attract and retain key employees, reward such employees for superior
performance and encourage such employees to increase their proprietary interest
in the Company in order to provide them with additional motivation to continue
in the Company's employ and to further its profitable growth.
SECTION 2. Definitions; Construction.
2.01 Definitions. In addition to the terms defined elsewhere in
the Plan, the following terms as used in the Plan shall have the following
meanings when used with initial capital letters:
2.01.1 "Affiliate" means any entity other than the Company
in which the Company owns, directly or indirectly, at least 20 percent
of the combined voting power of all classes of stock of such entity or
at least 20 percent of the ownership interests in such entity.
2.01.2 "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Deferred Stock, Performance Award, Dividend
Equivalent, or Other Stock-Based Award, or any other right or interest
relating to Shares or cash granted under the Plan.
2.01.3 "Award Agreement" means any written agreement,
contract or other instrument or document evidencing an Award.
2.01.4 "Board" means the Company's Board of Directors.
2.01.5 "CEO" means the Chief Executive Officer of the
Company as designated by the Board.
2.01.6 "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
2.01.7 "Deferred Stock" means shares granted under Section
6.05 hereof, receipt of which is deferred for a specified deferral
period.
2.01.8 "Disability" means total and permanent disability as
defined under the Company's consolidated pension plan.
<PAGE> 2
2.01.9 "Dividend Equivalent" means a right, granted under
Section 6.07 hereof, to receive interest or dividends, or interest or
dividend equivalents.
2.01.10 "Exchange Act" means the Securities Exchange Act of
1934, as amended.
2.01.11 "Fair Market Value" means, as of any date, with
respect to Shares at any time that Shares are listed on the New York
Stock Exchange, the mean between the highest and lowest selling prices
in the consolidated transaction reporting system as of that date or
nearest preceding date on which a sale was reported; provided,
however, if in a given case the Fair Market Value of Shares is not an
even multiple of one dollar, such Fair Market Value may be rounded up
or down to a whole number if specified by the CEO; and, with respect
to Shares at any time that Shares are not listed on the New York Stock
Exchange, or property other than Shares, the Fair Market Value of such
Shares or other property determined by such methods or procedures as
shall be established from time to time by the CEO.
2.01.12 "Option" means a right, granted under Section 6.02
hereof, to purchase Shares or other Awards at a specified price during
specified time periods.
2.01.13 "Other Stock-Based Awards" means a right, granted
under Section 6.08 hereof, that relates to or is valued by reference
to Shares or other Awards relating to Shares.
2.01.14 "Participant" means a key employee of the Company or
any Affiliate granted an Award under the Plan.
2.01.15 "Performance Award" means a right, granted under
Section 6.06 hereof, to receive Awards based upon performance criteria
specified by the CEO.
2.01.16 "Person" shall have the meaning assigned in the
Exchange Act.
2.01.17 "Restricted Stock" means Shares, granted under
Section 6.04 hereof, that are subject to certain restrictions.
2.01.18 "Rule 16b-3" means Rule 16b-3, as amended from time
to time, or any successor to such Rule promulgated by the Securities
and Exchange Commission under Section 16 of the Exchange Act.
2.01.19 "Shares" means the Common Stock of the Company, $1.00
par value, and such other securities of the Company as may be
substituted for Shares pursuant to Section 8.01 hereof.
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2.01.20 "Stock Appreciation Right" means a right, granted
under Section 6.03 hereof, to be paid an amount measured by the
appreciation in the Fair Market Value of Shares from the date of grant
to the date of exercise.
Definitions of the terms "Change of Control," "Change of Control
Price," "Potential Change of Control," "Related Party" and "Voting Securities"
are set forth in Section 9.03 hereof.
2.02 Construction. For purposes of the Plan, the following rules
of construction shall apply:
2.02.1 The word "or" is disjunctive but not necessarily
exclusive.
2.02.2 Words in the singular include the plural; words in
the plural include the singular; and words in the neuter gender
include the masculine and feminine genders and words in the masculine
or feminine gender include the other and neuter genders.
SECTION 3. Administration.
3.01 The Plan shall be administered by the CEO. The CEO shall have
full and final authority to take the following actions, in each case subject to
and consistent with the provisions of the Plan:
(i) to designate Participants;
(ii) to determine the type or types of Awards to be granted to each
Participant;
(iii) to determine the number of Awards to be granted, the number of
Shares or amount of cash or other property to which an Award
will relate, the terms and conditions of any Award (including,
but not limited to, any exercise price, grant price or
purchase price, any limitation or restriction, any schedule
for lapse of limitations, forfeiture restrictions or
restrictions on exercisability or transferability, and
accelerations or waivers thereof, based in each case on such
considerations as the CEO shall determine), and all other
matters to be determined in connection with an Award;
(iv) to determine whether, to what extent and under what
circumstances an Award may be settled in, or the exercise
price of an Award may be paid in, cash, Shares, other Awards
or other property, or an Award may be accelerated, vested,
canceled, forfeited, exchanged or surrendered;
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<PAGE> 4
(v) to determine whether, to what extent and under what
circumstances cash, Shares, other Awards, other property and
other amounts payable with respect to an Award shall be
deferred either at the election of the CEO or at the election
of the Participant;
(vi) to prescribe the form of each Award Agreement, which need not
be identical for each Participant;
(vii) to adopt, amend, suspend, waive and rescind such rules and
regulations and appoint such agents as the CEO may deem
necessary or advisable to administer the Plan;
(viii) to correct any defect or supply any omission or reconcile any
inconsistency, and to construe and interpret the Plan, the
rules and regulations, any Award Agreement or other instrument
entered into or relating to an Award made under the Plan; and
(ix) to make all other decisions and determinations as may be
required under the terms of the Plan or as the CEO may deem
necessary or advisable for the administration of the Plan.
Any action of the CEO with respect to the Plan shall be final,
conclusive and binding on all Persons, including the Company, Affiliates,
Participants, any Person claiming any rights under the Plan from or through any
Participant, and stockholders. The express grant of any specific power to the
CEO, and the taking of any action by the CEO, shall not be construed as
limiting any power or authority of the CEO. The CEO may delegate to officers
or managers of the Company or of any Affiliate the authority, subject to such
terms as the CEO shall determine, to take such actions and perform such
functions under the Plan as the CEO may specify, including, but not limited to,
administrative functions. The CEO shall be entitled to, in good faith, rely or
act upon any report or other information furnished to him by any officer,
manager or other employee of the Company or any Affiliate, the Company's
independent certified public accountants, or any executive compensation
consultant or other professional retained by the Company to assist in the
administration of the Plan. Any and all powers, authorizations and discretions
granted by the Plan to the CEO shall likewise be exercisable at any time by the
Board.
SECTION 4. Shares Subject to the Plan.
4.01 Subject to adjustment as provided in Section 8.01 hereof, the
total number of Shares reserved and available for distribution under the Plan
shall be four million (4,000,000) Shares.
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<PAGE> 5
For purposes of this Section 4.01, the number of Shares to which an
Award relates shall be counted against the number of Shares reserved and
available under the Plan at the time of grant of the Award, unless such number
of Shares cannot be determined at that time, in which case the number of Shares
actually distributed pursuant to the Award shall be counted against the number
of Shares reserved and available under the Plan at the time of distribution;
provided, however, that Awards related to or retroactively added to, or granted
in tandem with, substituted for or converted into, other Awards shall be
counted or not counted against the number of Shares reserved and available
under the Plan in accordance with procedures adopted by the CEO so as to ensure
appropriate counting but avoid double counting; and, provided further, that the
number of Shares deemed to be issued under the Plan upon exercise of an Option
or an Other Stock-Based Award in the nature of a stock purchase right shall be
reduced by the number of Shares surrendered by the Participant in payment of
the exercise or purchase price of the Award.
If any Shares to which an Award relates are forfeited, or payment is
made to the Participant in the form of cash, cash equivalents or other property
other than Shares, or the Award otherwise terminates without payment being made
to the Participant in the form of Shares, any Shares counted against the number
of Shares reserved and available under the Plan with respect to such Award
shall, to the extent of any such forfeiture, alternative payment or
termination, again be available for Awards under the Plan. Any Shares
distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares, including Shares
repurchased by the Company for purposes of the Plan; provided, however, that
if, at the time Shares are to be distributed under the Plan to a Participant
(including upon exercise of an Option), the Shares are listed on the New York
Stock Exchange and such Participant is a "director" or "officer" of the Company
within the meaning of Sections 312.03 and 703.09 of the Listed Company Manual
of the New York Stock Exchange, such that the Participant's acquisition of
Stock originally issued by the Company would be subject to the requirement of
stockholder approval under applicable Exchange rules, the Shares to be
distributed to such Participant shall consist only of treasury Shares then held
by the Company. The Company shall use its best efforts to obtain and have
available, at any time that the such treasury Shares are required to be
distributed in connection with an Award, a sufficient number of treasury
Shares, not reserved for other uses, to be able to make prompt delivery in
connection with any such Award.
SECTION 5. Eligibility.
5.01 Awards may be granted only to individuals who are key
employees of the Company or any Affiliate, excluding employees who are
directors or officers of the Company. However, the Plan has not been approved
by the stockholders of the Company. Accordingly,
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<PAGE> 6
participation in the Plan is limited to key employees who may participate
consistent with the stockholder approval requirements of the New York Stock
Exchange or any other exchange on which the Shares may be listed. No Awards
shall be paid and no Shares shall be distributed with respect to any Award, nor
shall any other action be taken under the terms of the Plan that would be in
violation of any applicable stockholder approval requirement and any actions
taken contrary thereto shall be deemed null and void and of no effect.
SECTION 6. Specific Terms of Awards.
6.01 General. Subject to the terms of the Plan and any applicable
Award Agreement, awards may be issued as set forth in this Section 6. In
addition, the CEO may impose on any Award or the exercise thereof, at the date
of grant or thereafter (subject to the terms of Section 10.01), such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
CEO shall determine, including terms requiring forfeiture of Awards in the
event of termination of employment by the Participant. Except as provided in
Section 7.01, Awards shall be granted for no consideration other than prior and
future services.
6.02 Options. The CEO is authorized to grant Options to
Participants on the following terms and conditions:
(i) Exercise Price. The exercise price per Share of an Option
shall be determined by the CEO; provided, however, that,
except as provided in Section 7.01, such exercise price shall
not be less than the Fair Market Value of a Share on the date
of grant of such Option and in no event shall be less than the
par value of a Share.
(ii) Option Term. The term of each Option shall be determined by
the CEO.
(iii) Methods of Exercise. The CEO shall determine the time or
times at which an Option may be exercised in whole or in part,
the methods by which such exercise price may be paid or deemed
to be paid, and the form of such payment, including, without
limitation, cash, Shares, other outstanding Awards or other
property (including notes or other contractual obligations of
Participants to make payment on a deferred basis, to the
extent permitted by law).
6.03 Stock Appreciation Rights. The CEO is authorized to grant
Stock Appreciation Rights to Participants on the following terms and
conditions:
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(i) Right to Payment. A Stock Appreciation Right shall confer on
the Participant to whom it is granted a right to receive, upon
exercise thereof, the excess of (i) the Fair Market Value of a
Share on the date of exercise or, if the CEO shall so
determine in the case of any such right, at any time during a
specified period before or after the date of exercise, over
(ii) the grant price of the Stock Appreciation Right as
determined by the CEO as of the date of grant of the Stock
Appreciation Right, which, except as provided in Section 7.01,
shall not be less than the Fair Market Value of a Share on the
date of grant.
(ii) Other Terms. The term, methods of exercise, methods of
settlement and any other terms and conditions of any Stock
Appreciation Right shall be determined by the CEO at grant or
thereafter.
6.04 Restricted Stock. The CEO is authorized to grant Restricted
Stock to Participants on the following terms and conditions:
(i) Issuance and Restrictions. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions
as the CEO may impose (including, without limitation,
limitations on the right to vote Restricted Stock or the right
to receive dividends thereon), which restrictions may lapse
separately or in combination at such times, in such
installments or otherwise, as the CEO shall determine at the
time of grant or thereafter.
(ii) Forfeiture. Except as otherwise determined by the CEO at the
time of grant or thereafter, upon termination of employment
(as determined under criteria established by the CEO) during
the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited and
reacquired by the Company; provided, however, that the CEO may
provide, by rule or regulation or in any Award Agreement, that
restrictions on Restricted Stock shall be waived in whole or
in part in the event of terminations resulting from specified
causes, and the CEO may in other cases waive in whole or in
part restrictions on Restricted Stock.
(iii) Certificates for Shares. Restricted Stock granted under the
Plan may be evidenced in such manner as the CEO shall
determine, including, without limitation, issuance of
certificates representing Shares. Certificates representing
Shares of Restricted Stock shall be registered in the name of
the Participant and
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<PAGE> 8
shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted
Stock.
6.05 Deferred Stock. The CEO is authorized to grant Deferred Stock
to Participants on the following terms and conditions:
(i) Issuance and Limitations. Delivery of Shares shall occur upon
expiration of the deferral period specified for the Award of
Deferred Stock by the CEO. In addition, an Award of Deferred
Stock shall be subject to such limitations as the CEO may
impose, which limitations may lapse at the expiration of the
deferral period or at other specified times, separately or in
combination, in installments or otherwise, as the CEO shall
determine at the time of grant or thereafter. A Participant
awarded Deferred Stock shall have no voting rights and shall
have no rights to receive dividends in respect of Deferred
Stock, unless and only to the extent that the CEO shall award
Dividend Equivalents in respect of such Deferred Stock.
(ii) Forfeiture. Except as otherwise determined by the CEO at the
time of grant or thereafter, upon termination of employment
(as determined under criteria established by the CEO) during
the applicable deferral period, Deferred Stock that is at that
time subject to deferral (other than a deferral at the
election of the Participant) shall be forfeited; provided,
however, that the CEO may provide, by rule or regulation or in
any Award Agreement, that forfeiture of Deferred Stock shall
be waived in whole or in part in the event of terminations
resulting from specified causes, and the CEO may in other
cases waive in whole or in part the forfeiture of Deferred
Stock.
6.06 Performance Awards. The CEO is authorized to grant
Performance Awards to Participants on the following terms and conditions:
(i) Right to Payment. A Performance Award shall confer upon
Participant rights, valued as determined by the CEO, and
payable to, or exercisable by, the Participant to whom the
Performance Award is granted, in whole or in part, as the CEO
shall establish at grant or thereafter. The performance
criteria and all other terms and conditions of the Performance
Award shall be determined by the CEO upon the grant of each
Performance Award or thereafter.
(ii) Other Terms. A Performance Award may be denominated or
payable in cash, deferred cash, Shares, other Awards or
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other property, and other terms of Performance Awards shall
be, as determined by the CEO.
6.07 Dividend Equivalents. The CEO is authorized to grant Dividend
Equivalents to Participants. Dividend Equivalents shall confer upon the
Participant's rights to receive, currently or on a deferred basis, interest or
dividends, or interest or dividend equivalents, with respect to a number of
Shares or otherwise as determined by the CEO. The CEO may provide that
Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Shares or additional Awards or
otherwise reinvested.
6.08 Other Stock-Based Awards. The CEO is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, Shares, as deemed by the CEO to be
consistent with the purposes of the Plan including, without limitation,
purchase rights, Shares awarded which are not subject to any restrictions or
conditions, convertible debentures, convertible preferred stock, exchangeable
securities or other rights convertible or exchangeable into Shares, Awards
valued by reference to the value of securities of or the performance of
specified Affiliates, and Awards payable in securities of Affiliates. The CEO
shall determine the terms and conditions of such Awards. Except as provided in
Section 7.01, Shares or securities delivered pursuant to a purchase right
granted under this Section 6.08 shall be purchased for such consideration, paid
for by such methods and in such forms, including, without limitation, cash,
Shares, outstanding Awards or other property, as the CEO shall determine, the
value of which consideration shall not be less than the Fair Market Value of a
Share on the date of grant of such purchase right and in no event shall be less
than the par value of a Share.
6.09 Exchange Provisions. The CEO may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Shares,
another Award or other property, based on such terms and conditions as the CEO
shall determine and communicate to the Participant at the time that such offer
is made.
SECTION 7. General Terms of Awards.
7.01 Stand-Alone, Tandem and Substitute Awards. Awards granted
under the Plan may, in the discretion of the CEO, be granted either alone or in
addition to, in tandem with or in substitution for, any other Award granted
under the Plan or any award granted under The Williams Companies, Inc. 1990
Stock Plan, or any other plan of the Company or any Affiliate (subject to the
terms of Section 10.01). If an Award is granted in substitution for another
Award or award, the CEO shall require the surrender of such other Award or
award in consideration for the grant of the new
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Award. Awards granted in addition to or in tandem with other Awards or awards
may be granted either at the same time as or at a different time from the grant
of such other Awards or awards. The exercise price of any Option, the grant
price of any Stock Appreciation Right or the purchase price of any other Award
conferring a right to purchase Shares:
(i) granted in substitution for an outstanding Award or award
shall either be not less than the Fair Market Value of Shares
at the date such substitute Award is granted or not less than
such Fair Market Value at that date reduced to reflect the
Fair Market Value of the Award or award required to be
surrendered by the Participant as a condition to receipt of a
substitute Award; or
(ii) retroactively granted in tandem with an outstanding Award or
award shall be either not less than the Fair Market Value of
Shares at the date of grant of the later Award or the Fair
Market Value of Shares at the date of grant of the earlier
Award or award.
7.02 Term of Awards. The term of each Award shall be for such
period as may be determined by the CEO.
7.03 Form of Payment of Awards. Subject to the terms of the Plan
and any applicable Award Agreement, payments or substitutions to be made by the
Company or an Affiliate upon the grant or exercise of an Award may be made in
such forms as the CEO shall determine at the time of grant or thereafter
(subject to the terms of Section 10.01), including, without limitation, cash,
Shares, other Awards or other property, and may be made in a single payment or
substitution, in installments or on a deferred basis, in each case in
accordance with rules and procedures established by the CEO. Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents in respect of installment or
deferred payments.
7.04 Limits on Transfer of Awards; Beneficiaries. No right or
interest of a Participant in, or relating to, any Award shall be pledged,
encumbered or hypothecated to or in favor of any Person other than the Company
or an Affiliate, or shall be subject to any lien, obligation or liability of
such Participant to any Person other than the Company or an Affiliate. Unless
otherwise determined by the CEO (consistent with the requirements for
registration of offers and sales of Shares under the Plan with the Securities
and Exchange Commission on a registration statement on Form S-8, as then in
effect, or such other such registration form as may then be available), no
Award subject to any restriction or limitation, including any right relating
thereto, shall be
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assignable or transferable by a Participant otherwise than by will or the laws
of descent and distribution except to the Company or any Affiliate under the
terms of the Plan; provided, however, that, if so determined by the CEO, a
Participant may, in the manner established by the CEO, designate a beneficiary
or beneficiaries to exercise the rights of the Participant, and to receive any
distribution with respect to any Award, upon the death of the Participant. A
beneficiary, guardian, legal representative or other Person claiming any rights
under the Plan from or through any Participant shall be subject to all the
terms and conditions of the Plan and any Award Agreement applicable to such
Participant as well as any additional restrictions or limitations deemed
necessary or appropriate by the CEO.
7.05 Registration and Listing Compliance. The Company shall have
no obligation to make any payment or distribute Shares with respect to any
Award in a transaction subject to the registration requirements of the
Securities Act of 1933, as amended, or any state securities laws or subject to
a listing requirement under any listing agreement between the Company and any
national securities exchange, and no Award shall confer upon any Participant's
rights to such delivery or distribution, until such laws and contractual
obligations of the Company have been complied within all material respects.
7.06 Stock Certificates. All certificates for Shares delivered
under the terms of the Plan shall be subject to such stop-transfer orders and
other restrictions as the CEO may deem advisable under federal or state
securities laws, rules and regulations thereunder, and the rules of any
national securities exchange or automated quotation system on which Shares are
listed or quoted. The CEO may cause a legend or legends to be placed on any
such certificates to make appropriate reference to such restrictions or any
other restrictions or limitations that may be applicable to Shares. In
addition, during any period in which Awards or Shares are subject to
restrictions or limitations under the terms of the Plan or any Award Agreement,
or during any period during which delivery or receipt of an Award or Shares has
been deferred by the CEO or a Participant, the CEO may require any Participant
to enter into an agreement providing that certificates representing Shares
issuable or issued pursuant to an Award shall remain in the physical custody of
the Company or such other Person as the CEO may designate.
SECTION 8. Adjustment Provisions.
8.01 In the event that the CEO shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, exchange of Shares or other securities of the Company, or other
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similar corporate transaction or event affects the Shares such that an
adjustment is determined by the CEO to be appropriate in order to prevent
dilution or enlargement of Participants' rights under the Plan, then the CEO
shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and kind of Shares which may thereafter be issued in connection with
Awards; (ii) the number and kind of Shares issued or issuable in respect of
outstanding Awards; and (iii) the exercise price, grant price or purchase price
relating to any Award or, if deemed appropriate, make provision for a cash
payment with respect to any outstanding Award. In addition, the CEO is
authorized to make adjustments in the terms and conditions of, and the criteria
in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting the Company
or any Affiliate or the financial statements of the Company or any Affiliate,
or in response to changes in applicable laws, regulations or accounting
principles.
SECTION 9. Change of Control Provisions.
9.01 Acceleration of Exercisability and Lapse of Restrictions. In
the event of a Change of Control, the following acceleration provisions shall
apply, except that prior to a Change of Control occurring or a Potential Change
of Control arising or after such has arisen but is no longer continuing, the
Board may, without the consent of Participants, waive the application of this
Section 9 with respect to any transaction that would otherwise constitute a
Change of Control or a Potential Change of Control hereunder. All outstanding
Awards pursuant to which the Participant may have rights the exercise of which
is restricted or limited, shall become fully exercisable, unless the right to
lapse of restrictions or limitations is waived or deferred by a Participant
prior to such lapse, all restrictions or limitations (including risks of
forfeiture) on outstanding Awards subject to restrictions or limitations under
the Plan shall lapse; and all performance criteria and other conditions to
payment of Awards under which payments of cash, Shares or other property are
subject to conditions shall be deemed to be achieved or fulfilled and shall be
waived by the Company.
9.02 Creation and Funding of Trust. Upon the earlier of the
occurrence of a Potential Change of Control unless the Board or a committee
thereof adopts a resolution within ten business days following the date the
Potential Change of Control arises to the effect that such action is not
necessary to secure any payments hereunder, or a Change of Control, the Company
shall deposit with the trustee of a trust for the benefit of Participants
monies or other property having a Fair Market Value at least equal to the value
of cash, Shares and other property to be paid or distributed in connection with
Awards outstanding at that date. The trust shall be a grantor trust which
shall preserve the "unfunded" status of Awards under the Plan, and shall
contain other terms and
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conditions substantially as specified for trusts authorized under the Company's
employment agreements with executives. Subsequent to a Potential Change of
Control which is no longer continuing and prior to a Change of Control and
termination of the trust, upon the request of the Company, the trustee shall
deliver the monies or other property held in the trust to the Company.
9.03 Definition of Certain Terms. For purposes of this Section 9,
the following definitions, in addition to those set forth in Section 2.01,
shall apply:
9.03.1 "Change of Control" means and shall be deemed to have
occurred if (i) any Person, other than the Company or a Related Party, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of Voting Securities representing 20 percent or
more of the total voting power of all the then outstanding Voting Securities;
or (ii) a Person, other than the Company or a Related Party, purchases or
otherwise acquires, under a tender offer, Voting Securities representing, when
combined with other Voting Securities owned by such Person, 20 percent or more
of the total voting power of all the then outstanding Voting Securities; or
(iii) the individuals (a) who as of the effective date of the Plan constitute
the Board or (b) who thereafter are elected to the Board and whose election, or
nomination for election, to the Board was approved by a vote of at least
two-thirds of the directors then still in office who either were directors as
of the effective date of the Plan or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority of
the members of the Board, or (iv) the stockholders of the Company approve a
merger, consolidation, recapitalization or reorganization of the Company or an
acquisition of securities or assets by the Company, or consummation of any such
transaction if stockholder approval is not obtained (other than any such
transaction which would result in the Voting Securities outstanding immediately
prior thereto continuing to represent either by remaining outstanding or by
being converted into voting securities of the surviving entity, at least 80
percent of the total voting power represented by the voting securities of such
surviving entity outstanding immediately after such transaction and in or as a
result of which the voting rights of each Voting Security relative to the
voting rights of all other Voting Securities are not altered); or (v) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets other than any such transaction which
would result in a Related Party owning or acquiring more than 50 percent of the
assets owned by the Company immediately prior to the transaction; or (vi) the
Board or a committee thereof adopts a resolution to the effect that a Change of
Control has occurred or adopts a resolution to the effect that a Potential
Change of Control has arisen and the transaction giving rise to such resolution
has been thereafter approved by the
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stockholders of the Company or been consummated if such approval is not sought.
9.03.2 "Potential Change of Control" means and shall be
deemed to have arisen if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change of Control; or
(ii) any Person (including the Company) publicly announces an intention to take
or to consider taking actions which if consummated would constitute a Change of
Control; or (iii) any Person, other than a Related Party, files with the
Securities and Exchange Commission a Schedule 13D pursuant to Rule 13d-1 under
the Exchange Act with respect to Voting Securities; or (iv) any Person, other
than the Company or a Related Party, files with the Federal Trade Commission a
notification and report form pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to any Voting Securities or a major
portion of the assets of the Company; or (v) the Board or a committee thereof
adopts a resolution to the effect that, for purposes of the Plan, a Potential
Change of Control has arisen. A Potential Change of Control will be deemed to
continue (i) with respect to an agreement within the purview of clause (i) of
the preceding sentence, until the agreement is canceled or terminated; or (ii)
with respect to an announcement within the purview of clause (ii) of the
preceding sentence, until the Person making the announcement publicly abandons
the stated intention or fails to act on such intention for a period of 12
calendar months; or (iii) with respect to either the filing of a Schedule 13D
within the purview of clause (iii) of the preceding sentence or the filing of a
notification and report form within the purview of clause (iv) of the preceding
sentence with respect to Voting Securities, until the Person involved publicly
announces that its ownership or acquisition of the Voting Securities is for
investment purposes only and not for the purpose of seeking a Change of Control
or such Person disposes of the Voting Securities or assets; or (iv) with
respect to any Potential Change of Control, until a Change of Control has
occurred or the Board or a committee thereof, on reasonable belief after due
investigation, adopts a resolution that the Potential Change of Control has
ceased to exist.
9.03.3 "Related Party" means (i) a majority-owned subsidiary
of the Company; or (ii) an employee or group of employees of the Company or any
majority-owned subsidiary of the Company; or (iii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
majority-owned subsidiary of the Company; or (iv) a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of Voting Securities.
9.03.4 "Voting Securities or Security" means any securities
of the Company which carry the right to vote generally in the election of
directors.
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SECTION 10. Amendments to and Termination of the Plan.
10.01 The Board may amend, alter, suspend, discontinue or terminate
the Plan without the consent of stockholders or Participants; provided,
however, that, without the consent of a Participant, no amendment, alteration,
suspension, discontinuation or termination of the Plan may materially and
adversely affect the rights of such Participant under any Award theretofore
granted to him. The CEO may waive any conditions or rights under, amend any
terms of, or amend, alter, suspend, discontinue or terminate any Award
theretofore granted, prospectively or retrospectively; provided, however, that,
without the consent of a Participant, no amendment, alteration, suspension,
discontinuation or termination of any Award may materially and adversely affect
the rights of such Participant under any Award theretofore granted to him.
Unless earlier terminated by the Board, the Plan shall terminate when
no Shares remain reserved and available for issuance and the Company has no
further obligation with respect to any Award granted under the Plan.
SECTION 11. General Provisions.
11.01 No Rights to Awards; No Stockholder Rights. No Participant or
employee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants and employees,
except as provided in any other compensation arrangement. No Award shall
confer on any Participant any of the rights of a stockholder of the Company
unless and until Shares are in fact issued to such Participant in connection
with such Award.
11.02 Withholding. The Company or any Affiliate is authorized to
withhold from any Award granted or any payment due under the Plan, including
from a distribution of Shares, amounts of withholding taxes due with respect to
an Award, its exercise or any payment thereunder, and to take such other action
as the CEO may deem necessary or advisable to enable the Company and
Participants to satisfy obligations for the payment of such taxes. This
authority shall include authority to withhold or receive Shares, Awards or
other property and to make cash payments in respect thereof in satisfaction of
such tax obligations.
11.03 No Right to Employment. Nothing contained in the Plan or any
Award Agreement shall confer, and no grant of an Award shall be construed as
conferring, upon any Participant any right to continue in the employ of the
Company or any Affiliate or to interfere in any way with the right of the
Company or any Affiliate to terminate his employment at any time or increase or
decrease his compensation from the rate in existence at the time of granting of
an Award, except as provided in any other compensation arrangement.
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11.04 Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general creditor
of the Company; provided, however, that, in addition to the requirements of
Section 9.02, the CEO may authorize the creation of trusts or make other
arrangements to meet the Company's obligations under the Plan to deliver cash,
Shares or other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan unless
the CEO otherwise determines.
11.05 No Limit on Other Compensatory Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
other or additional compensation arrangements (which may include, without
limitation, employment agreements with executives and arrangements which relate
to Awards under the Plan), and such arrangements may be either generally
applicable or applicable only in specific cases. Notwithstanding anything in
the Plan to the contrary, the terms of each Award shall be construed so as to
be consistent with such other arrangements in effect at the time of the Award.
11.06 No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The CEO shall determine whether
cash, other Awards or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.
11.07 Governing Law. The validity, interpretation, construc-tion
and effect of the Plan and any rules and regulations relating to the Plan shall
be governed by the laws of the State of Delaware (without regard to the
conflicts of laws thereof), and applicable federal law.
11.08 Severability. If any provision of the Plan is or becomes or
is deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable by the CEO,
such provision shall be construed or deemed amended to conform to applicable
laws or if it cannot be construed or deemed amended without, in the
determination of the CEO, materially altering the intent of the Plan, it shall
be deleted and the remainder of the Plan shall remain in full force and effect;
provided, however, that, unless otherwise determined by the CEO, the provision
shall not be construed or deemed amended or deleted with respect to any
Participant whose rights and obligations under the Plan are not subject to the
law of such jurisdiction or the law deemed applicable by the CEO.
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SECTION 12. Effective Date.
12.01 The Plan shall become effective as of January 19, 1995.
THE WILLIAMS COMPANIES, INC.
By /s/ JOHN C. FISCHER
-------------------------
John C. Fischer
Vice President
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