<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 333-_____
================================================================================
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.
1996 STOCK PLAN
(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) 2,000,000(3) $ 51 $ 102,000,000 $ 35,173
========================================================================================================================
</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on August 27, 1996.
(2) Estimated solely for the purpose of calculating the filing fee.
(3) Includes an equal number of Rights issuable under The Williams
Companies, Inc. Rights Plan.
===============================================================================
<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, 1995.
(b) Williams' Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1996.
(c) Williams' Current Reports on Form 8-K dated January 21 and July
23, 1996.
All reports subsequently filed by Williams and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering, shall be deemed to be incorporated herein by
reference and to be a part hereof.
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, 1995, 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 hereof 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.
<PAGE> 3
ITEM 8. EXHIBITS.
*(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 the
Registration Statement on Form S-3, 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) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q
for the quarter ended September 30, 1993).
*(4.5) -- 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).
*(4.6) -- 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).
(4.7) -- Form of Debenture representing $360,000,000 principal
amount of 6% Convertible Subordinated Debenture Due
2005.
(4.8) -- Form of Warrant to purchase 7,537,147 shares of the
Common Stock of the Company.
*(4.9) -- 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).
*(4.10) -- Certificate of Designation with respect to the $3.50
Cumulative Convertible Preferred Stock (filed as
Exhibit 3.1(c) to the Prospectus and Information
Statement to Amendment No. 2 to the Registration
Statement on Form S-4, filed March 30, 1995).
*(4.11) -- Certificate of Increase of Authorized Number of Shares
of Series A Junior Participating Preferred Stock (filed
as Exhibit 3(f) to Form 10-K for the year ended
December 31, 1995).
*(4.12) -- Rights Agreement, dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York
(filed as Exhibit 4 to Williams Form 8-K, dated January
21, 1996).
(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. 1996 Stock Plan (filed as
Exhibit A to the Company's definitive Proxy Statement
dated March 27, 1996).
- -------------------------------
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
-2-
<PAGE> 4
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.
(c) 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
-3-
<PAGE> 5
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.
-4-
<PAGE> 6
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
30th day of August, 1996.
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 August 30, 1996:
SIGNATURE TITLE
--------- -----
* 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
- --------------------------
Glenn A. Cox
* Director
- --------------------------
Thomas H. Cruikshank
* Director
- --------------------------
Patricia L. Higgins
* Director
- --------------------------
Robert J. LaFortune
* Director
- --------------------------
James C. Lewis
* Director
- --------------------------
Jack A. MacAllister
-5-
<PAGE> 7
* 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)
-6-
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <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 the Registration Statement on Form S-3, 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) -- By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
*(4.5) -- 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).
*(4.6) -- 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).
(4.7) -- Form of Debenture representing $360,000,000 principal amount of 6% Convertible Subordinated
Debenture Due 2005.
(4.8) -- Form of Warrant to purchase 7,537,147 shares of the Common Stock of the Company.
*(4.9) -- 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).
*(4.10) -- Certificate of Designation with respect to the $3.50 Cumulative Convertible Preferred Stock
(filed as Exhibit 3.1(c) to the Prospectus and Information Statement to Amendment No. 2 to the
Registration Statement on Form S-4, filed March 30, 1995).
*(4.11) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
Preferred Stock (filed as Exhibit 3(f) to Form 10-K for the year ended December 31, 1995).
*(4.12) -- Rights Agreement, dated as of February 6, 1996, between Williams and First Chicago Trust Company
of New York (filed as Exhibit 4 to Williams Form 8-K, dated January 21, 1996).
(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. 1996 Stock Plan (filed as Exhibit A to the Company's definitive
Proxy Statement dated March 27, 1996).
</TABLE>
-7-
<PAGE> 1
EXHIBIT 4.7
THE WILLIAMS COMPANIES, INC.
6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005
No. 1 $360,000,000 Principal Amount 6% Convertible
Subordinated Debentures Due 2005
The Williams Companies, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company"),
for value received, hereby promises to pay to Williams Holdings of Delaware,
Inc. ("Williams Holdings"), or registered assigns, the principal sum of THREE
HUNDRED SIXTY MILLION DOLLARS ($360,000,000) on April 15, 2005, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on October 15 and April 15 of each year, commencing October 15,
1995, on said principal sum in like coin or currency, at the rate per annum
specified in the title of this Convertible Subordinated Debenture from April
15, 1995, until payment of said principal sum has been made or duly provided
for; that payment of interest shall be made by check mailed to the address of
Williams Holdings as such address may be indicated to the Company in writing
from time to time.
The indebtedness represented by this Convertible Subordinated
Debenture and the payment of principal of and interest thereon is subordinated
in right of payment to the prior payment in full of senior indebtedness of the
Company.
Reference is made to the further provisions of this Convertible
Subordinated Debenture set forth on the reverse hereof. Such further
provisions shall for all purposes have the same effect as though fully set
forth at this place.
<PAGE> 2
(Reverse Side)
No reference in this Convertible Subordinated Debenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this Convertible Subordinated Debenture in
the manner, at the respective times, at the rate and in the coin or currency
herein prescribed.
This Convertible Subordinated Debentures may be redeemed, at the
option of the Company, as a whole or from time to time in part, at any time
after April 15, 2000, and prior to maturity, upon the notice referred to below,
at the following redemption prices (expressed in percentages of the principal
amount) together with accrued interest to the date fixed for redemption:
<TABLE>
<CAPTION>
If Redeemed during
the 12-Month Period Percentage of
beginning April 15 Principal Amount
------------------- ----------------
<S> <C>
2000 . . . . . . . . . . . . 103.0
2001 . . . . . . . . . . . . 102.4
2002 . . . . . . . . . . . . 101.8
2003 . . . . . . . . . . . . 101.2
2004 . . . . . . . . . . . . 100.6
2005 . . . . . . . . . . . . 100.0
</TABLE>
Notice of redemption shall be given to Williams Holdings of
Convertible Subordinated Debentures to be redeemed as a whole or in part, by
mailing a notice of such redemption not less than thirty nor more than sixty
days prior to the date fixed for redemption.
Subject to and upon compliance with the terms hereof, at the option of
Williams Holdings, any Convertible Subordinated Debenture may, at any time
prior to the close of business on April 15, 2005, (unless the Convertible
Subordinated Debentures have been called for redemption), be converted into
duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock of the Company, at the rate of 25.9185 shares of Common Stock for each
$1,000 principal amount of Convertible Subordinated Debentures, or, in case an
adjustment in the conversion rate has taken place, at the then applicable
conversion rate as adjusted.
In order to exercise the conversion privilege, Williams Holdings shall
deliver such Convertible Subordinated Debenture to the Company together with
the notice of election to convert set out below.
A conversion into Common Stock shall be deemed to have been effected
immediately prior to the close of business on the day on which such conversion
notice shall have been received by the Company and such Convertible
Subordinated Debenture shall have been delivered as aforesaid, and at such time
the rights of the holder of such Convertible Subordinated Debenture shall
cease, and the
<PAGE> 3
person or persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable or deliverable upon conversion shall
be treated for all purposes as the record holder or holders of such Common
Stock at such time; provided, however, that no such delivery on any date when
the stock transfer books of the Company shall be closed shall be effective to
constitute the person or persons entitled to receive shares of Common Stock
upon such conversion as the record holder or holders of such shares of Common
Stock on such date, but such delivery shall be effective to constitute the
person or persons entitled to receive such shares of Common Stock as the record
holder or holders thereof for all purposes on the next succeeding day on which
such stock transfer books are open. As promptly as practicable after the
receipt of such conversion notice and the delivery of such Convertible
Subordinated Debenture as aforesaid, the Company shall cause to be issued and
delivered to Williams Holdings, a certificate or certificates for the number of
duly authorized, validly issued, fully paid and nonassessable full shares of
Common Stock issuable or deliverable upon conversion of such Convertible
Subordinated Debenture. No payment or adjustment shall be made upon any
conversion on account of any interest accrued on the Convertible Subordinated
Debentures surrendered for conversion or on account of any dividends on the
Common Stock issued or delivered upon conversion.
No fractional shares of Common Stock shall be issued or delivered upon
conversions of Convertible Subordinated Debentures. If the conversion of any
Convertible Subordinated Debentures would result in the issuance of a
fractional share, an amount equal to such fraction multiplied by the closing
price of the Common Stock reported as New York Stock Exchange Composite
Transactions (the "Closing Price"), on the date on which conversion becomes
effective shall be paid in cash by the Company which is expressly authorized to
value fractional shares without actual purchase or sale on the basis of such
Closing Price of the Common Stock.
The rate at which Convertible Subordinated Debentures may be converted
into shares of Common Stock, in effect at any time, shall be subject to
adjustment as follows:
(a) In case the Company shall (a) pay or make a dividend
or other distribution on its Common Stock in stock of the Company, (b)
subdivide its outstanding shares of Common Stock, (c) combine the
outstanding shares of its Common Stock into a smaller number of
shares, or (d) issue by reclassification of its Common Stock (whether
pursuant to a merger or consolidation or otherwise) any shares of
stock of the Company, then the holder of any Convertible Subordinated
Debenture shall be entitled to receive, upon the conversion of such
Convertible Subordinated Debenture, the number of shares of stock of
the Company which he would have owned or have been entitled to receive
after the happening of any of the events described above had such
Convertible Subordinated Debenture been converted immediately prior to
the happening of such
<PAGE> 4
event. Such adjustment shall be made whenever any of the events
listed above shall occur. An adjustment made pursuant to this
subsection (a) shall become effective retroactively, as of immediately
after the opening of business on the day following the record date for
the determination of the shareholders entitled to receive such
dividend or other distribution, with respect to conversions made
subsequent to the record date in the case of a dividend or other
distribution, and shall become effective immediately after the opening
of business on the day following the effective date in the case of a
subdivision, combination or reclassification.
(b) In case the Company shall issue rights or warrants to
the holders of its Common Stock as such (other than pursuant to any
dividend reinvestment or similar plan entitling them to subscribe for
or purchase shares of Common Stock at a price per share less than the
current market price per share of the Common Stock (as defined in
subsection (d) below)) on the record date for determination of
shareholders entitled to receive such rights or warrants, then in each
such case the number of shares of Common Stock into which each $1,000
principal amount of Convertible Subordinated Debentures shall
thereafter be convertible shall be determined by multiplying the
number of shares of Common Stock into which such principal amount of
Convertible Subordinated Debentures was theretofore convertible by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock offered
for subscription or purchase, and the denominator of which shall be
the number of shares of Common Stock outstanding on the date of
issuance of such rights or warrants plus the number of shares which
the aggregate offering price of the total number of shares so offered
would purchase at such current market price per share of Common Stock.
For the purposes of this subsection (b), the issuance of rights or
warrants to subscribe for or purchase stock or securities convertible
into shares of Common Stock shall be deemed to be the issuance of
rights or warrants to purchase the shares of Common Stock into which
such stock or securities are convertible at an aggregate offering
price equal to the aggregate offering price of such stock or
securities plus the minimum aggregate amount (if any) payable upon
conversion of such stock or securities into Common Stock. Such
adjustment shall be made whenever any such rights or warrants are
issued, and shall become effective retroactively with respect to
conversions made subsequent to the record date for determination of
shareholders entitled to receive such rights or warrants. For the
purposes of this subsection (b), the number of shares of Common Stock
at any time outstanding shall not include shares held in the treasury
of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock.
The Company will not issue any rights or warrants in respect of
<PAGE> 5
shares of Common Stock held in the treasury of the Company except with
respect to any dividend reinvestment or similar plan.
(c) In case the Company shall distribute to holders of
its Common Stock (whether pursuant to a reclassification, merger or
consolidation or otherwise) evidences of its indebtedness or assets,
then in each such case the number of shares of Common Stock into which
each $1,000 principal amount of Convertible Subordinated Debentures
shall thereafter be convertible shall be determined by multiplying the
number of shares of Common Stock into which such principal amount of
Convertible Subordinated Debentures was theretofore convertible by a
fraction, the numerator of which shall be the current market price per
share of the Common Stock (as defined in subsection (d) below) on the
record date for determination of shareholders entitled to receive such
distribution, and the denominator of which shall be such current
market price per share of the Common Stock less the fair value (as
determined by the Board of Directors of the Company, whose
determination shall be conclusive, and described in an officers
certificate) of the portion of the assets or evidences of indebtedness
so distributed or of such subscription rights applicable to one share
of the Common Stock. Such adjustment shall be made whenever any such
distribution is made. An adjustment made pursuant to this subsection
(c) shall become effective retroactively, as of immediately prior to
the opening of business on the day following the record date for the
determination of shareholders entitled to receive such distribution,
with respect to conversions made subsequent to the record date in the
case of a distribution other than pursuant to a reclassification, and
shall become effective immediately prior to the opening of business on
the day following the effective date in the case of a
reclassification.
(d) For the purposes of any computation hereunder, the
current market price per share of Common Stock on any date shall be
deemed to be the average of the daily Closing Prices for the 30
consecutive full trading days commencing 45 full trading days before
the day in question. For the purposes of this subsection (d), the
term "trading day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday, other than any day on which securities are not
traded on the principal United States market for the Company's Common
Stock.
(e) No adjustment in the conversion rate shall be
required unless such adjustment (plus any adjustments not previously
made by reason of this subsection (e)) would require an increase or
decrease of at least 1 percent in such rate; provided, however, that
any adjustments which by reason of this subsection (e) are not
required to be made shall be carried forward and taken into account in
any subsequent
<PAGE> 6
adjustment. All calculations hereunder shall be made to the nearest
one-hundred thousandth of a share.
(f) The certificate of any independent firm of public
accountants of recognized standing selected by the Board of Directors
shall be evidence of the correctness of any computation made
hereunder.
(g) Anything hereunder to the contrary notwithstanding,
the Company shall be entitled to make such adjustments in the
conversion rate, in addition to those hereinabove required, as shall
be determined by the Board of Directors to be advisable in order to
avoid taxation so far as practicable of any dividend or distribution
of stock or subdivision, reclassification or combination of stock,
issuance of rights or warrants, or any similar transaction or any
event treated as a distribution of stock or stock rights to its
shareholders for United States federal income tax purposes to the
recipients.
In case of any consolidation or merger of the Company with any other
corporation (regardless of which corporation is the survivor of the merger), as
a result of which holders of Common Stock shall be entitled to receive stock,
cash, securities or property with respect to or in exchange for Common Stock,
or in case of any sale or transfer of all or substantially all of the property
and assets of the Company, the Company (if it is the survivor of the merger),
the corporation formed by such consolidation or with which the Company shall
have been merged or the person which shall have acquired by sale or transfer
such property and assets, as the case may be, shall provide that the holder of
each Convertible Subordinated Debenture then outstanding shall have the right,
during the period such Convertible Subordinated Debenture shall be convertible
as specified herein, to convert such Convertible Subordinated Debenture into
the kind and amount of securities (which may continue to be Common Stock,
depending on the terms of the transaction), cash or property receivable upon
such consolidation, merger, sale or transfer by a holder of the number and kind
of shares of Common Stock of the Company into which such Convertible
Subordinated Debenture might have been converted immediately prior to such
consolidation, merger, sale or transfer.
The Company covenants and agrees that it will at all times have and
keep available out of its Common Stock (whether authorized but unissued shares
reserved by it free from preemptive rights or issued shares which have been
reacquired by it) the number of full shares of Common Stock which shall from
time to time be deliverable upon the conversion of all outstanding Convertible
Subordinated Debentures as provided herein; provided, however, that such number
of shares of Common Stock to be kept available by the Company may be reduced by
the number of shares of Common Stock no longer required as the result of the
redemption of Convertible Subordinated Debentures pursuant to the terms hereof,
computed as
<PAGE> 7
if at the time of computation all outstanding Convertible Subordinated
Debentures were held by a single holder.
The Company shall in good faith and as promptly as possible endeavor
to cause all registrations with, and to obtain any approval by, any
governmental authority under any Federal or state law of the United States of
America that may be required before the shares of Common Stock may be lawfully
issued or transferred and to list the shares of Common Stock required to be
delivered upon conversion of Convertible Subordinated Debentures prior to such
delivery on each United States national securities exchange on which the
outstanding Common Stock is listed at the time of such delivery.
NOTICE OF ELECTION TO CONVERT
The undersigned holder of this certificate hereby irrevocably
exercises the option to convert $________ principal amount of Convertible
Subordinated Debentures evidenced by this certificate into such number of
shares of Common Stock of The Williams Companies, Inc., as provided under the
terms hereof, and directs that the shares deliverable upon the conversion be
registered in the name of and delivered, together with a check in payment for
any fractional share, to the undersigned unless a different name has been
indicated below. If shares are to be registered in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. If the principal amount of Convertible Subordinated
Debentures indicated above is less than the principal amount of such
Convertible Subordinated Debentures evidenced by this certificate, the
undersigned directs that the Company issue to the undersigned, unless a
different name is indicated below, a new certificate evidencing the balance of
the principal amount of the Convertible Subordinated Debentures not surrendered
hereby.
<PAGE> 8
Dated: Fill in for registration of Shares
if to be delivered other than to
and in the name of the Registered
Holder:
Name_________________________________
(Please Print Name and Address)
_____________________________________
Identification Number Social Security or other Taxpayer
Signature____________________ Name_______________________________
Address______________________ Address____________________________
NOTE: The above signature should correspond exactly
with the name on the face of this Certificate or with the
name of assignee appearing in assignment form below.
The Williams Companies, Inc.
By /s/ Jack D. McCarthy
-------------------------------
Jack D. McCarthy
Senior Vice President
ATTEST:
/s/ David M. Higbee
- ------------------------
David M. Higbee
Secretary
<PAGE> 1
EXHIBIT 4.8
THE WILLIAMS COMPANIES, INC.
WARRANTS TO PURCHASE
Common Stock, $1 par value
VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON APRIL 15, 2000
No. 1 7,537,147 Warrants
This certifies that Williams Holdings of Delaware, Inc. or assigns
(the "Holder") is the owner of the above indicated number of Warrants, each
Warrant entitling such owner to purchase on April 15, 2000, on or before 5:00
P.M., New York City time (the "Exercise Date"), one share of Common Stock, $1
par value of The Williams Companies, Inc. (the "Company"), such Common Stock
being herein referred to as the "Warrant Securities". The Warrants may be
surrendered by the Holder for Warrant Securities on the Exercise Date upon
payment of $46.67 for each Warrant so surrendered (the "Warrant Price"). The
Holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, in lawful money
of the United States of America in immediately available funds the Warrant
Price for each Warrant exercised to the Company and by surrendering this
Warrant Certificate, with the form of election to purchase on the reverse
hereof completed and duly executed, at the corporate offices of the Company at
the address specified on the reverse hereof, and upon compliance with and
subject to the conditions set forth herein.
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities. No fractional Warrant Securities
will be issued.
The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be, when issued, duly
authorized, fully paid and nonassessable shares of the Common Stock of the
Company. The Company covenants and agrees that it will at all times have and
keep available out of its Common Stock (whether authorized but unissued shares
reserved by it free from preemptive rights or issued shares which have been
reacquired by it) the number of full shares of Common Stock which shall be
deliverable upon exercise of the Warrants.
The Company shall in good faith and as promptly as possible endeavor
(i) to cause all registrations with, and to obtain any approval by, any
governmental authority under any Federal or state law of the United States of
America that may be required before the Warrant Securities may be lawfully
issued or transferred and delivered and (ii) to list the Warrant Securities
required to be delivered upon exercise of the Warrants prior to such delivery
on each United States national securities exchange on which the
<PAGE> 2
outstanding Warrant Securities are listed at the time of such delivery.
This Warrant Certificate may be transferred only at the corporate
offices of the Company by the Holder or its assigns, in person or by an
attorney duly authorized in writing.
This Warrant Certificate shall not entitle the Holder hereof to any of
the rights of a holder of the Warrant Securities, including, without
limitation, the right to vote or to receive dividends, if any, declared and
paid on the Warrant Securities.
Dated as of April 15, 1995.
THE WILLIAMS COMPANIES, INC.
[SEAL]
By /s/ Jack D. McCarthy
-----------------------------
Jack D. McCarthy
Senior Vice President
Attest:
/s/ David M. Higbee
- ------------------------------
David M. Higbee
Secretary
<PAGE> 3
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the Holder must pay in full
in lawful money of the United States of America in immediately available funds,
the Warrant Price for Warrants exercised to the Company, One Williams Center,
Tulsa, Oklahoma 74172, Attention: Treasury Department, which payment must
specify the name of the Holder and the number of Warrants exercised by such
Holder. In addition, the Holder must complete the information required below
and present this Warrant Certificate in person or by mail (certified or
registered mail is recommended) to the Company at the address set forth above.
This Warrant Certificate, completed and duly executed, must be received by the
Company within five business days of the payment.
To be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise _____ Warrants,
evidenced by this Warrant Certificate, to purchase shares of the Warrant
Securities and represents that he/she has tendered payment for such Warrant
Securities in lawful money of the United States of America in immediately
available funds to the order of the Company, One Williams Center, Tulsa,
Oklahoma 74172, Attention: Treasury Department, in the amount of __________ in
accordance with the terms hereof. The undersigned requests that said Warrant
Securities be registered in such names and delivered all as specified in
accordance with the instructions set forth below.
Dated Name
--------------- ----------------------------------
(Please Print)
Address
- ------------------------------ -------------------------------
(Insert Social Security
or Other Identifying -------------------------------
Number of Holder)
Signature
-----------------------------
<PAGE> 4
Assignment
(Form of Assignment to be Executed if Holder Desires to Transfer
Warrants Evidenced Hereby)
FOR VALUE RECEIVED hereby sells, assigns and
transfers unto
Please insert social security
or other identifying number
_____________________________
________________________________________________________________________________
(Please print name and address including zip code)
________________________________________________________________________________
The Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ____________ Attorney, to transfer said
Warrant Certificate on the books of the Company with full power of substitution
in the premises.
Dated:
___________________________________
Signature
(Signature must conform in all respects
to name of Holder as specified on the
face of this Warrant Certificate and
must bear a signature guarantee by a
bank, trust company or member broker of
the New York, Midwest or Pacific Stock
Exchanges.)
Signature Guaranteed
__________________________
<PAGE> 1
Exhibit 5.1
[THE WILLIAMS COMPANIES LETTERHEAD]
August 30, 1996
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 "Registration Statement"), 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 Williams Companies, Inc. 1996 Stock Plan
(the "Plan").
As counsel for the Company, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and legal matters as I
deem relevant to the authorization and issuance of the Common Stock and the
Rights under the terms of the Plan. Based on such examination, it is my
opinion that the Common Stock has been duly authorized and, when issued and
delivered in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable, and the Rights to which holders of Common Stock
issued under the Plan will be entitled, have been duly authorized and when
issued in accordance with their terms, will be validly issued.
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
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in Item 5., "Interests of Named Experts
and Counsel," in the Registration Statement (Form S-8) pertaining to The
Williams Companies, Inc. 1996 Stock Plan and to the incorporation by reference
therein of our report dated February 9, 1996, 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, 1995, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
August 30, 1996
<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.
1996 Stock Plan, 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 21st day of January, 1996.
/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/ Patricia L. Higgins
- -------------------------------- --------------------------------
Ervin S. Duggan Patricia L. Higgins
Director Director
/s/ Robert J. LaFortune /s/ James C. Lewis
- -------------------------------- --------------------------------
Robert J. LaFortune James C. Lewis
Director Director
/s/ Jack A. MacAllister /s/ James A. McClure
- -------------------------------- --------------------------------
Jack A. MacAllister James A. McClure
Director Director
/s/ Peter C. Meinig /s/ Kay A. Orr
- -------------------------------- --------------------------------
Peter C. Meinig Kay A. Orr
Director Director
/s/ Gordon R. Parker /s/ Joseph H. Williams
- -------------------------------- --------------------------------
Gordon R. Parker Joseph H. Williams
Director 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. LETTERHEAD]
EXHIBIT 24.2
I, the undersigned, DAVID M. HIGBEE, Secretary of THE WILLIAMS
COMPANIES, INC., a Delaware company (hereinafter called the "Company"),
do hereby certify that at a meeting of the Board of Directors of the
Company, duly convened and held on January 21, 1996, at which a quorum
of said Board was present and acting throughout, the following
resolutions were duly adopted:
RESOLVED that, subject to Stockholder approval, The Williams
Companies, Inc. 1996 Stock Plan (the "1996 Stock Plan"), a draft of
which has been presented to the meeting, be, and hereby is, approved
in the form presented, with such changes therein and additions thereto
as the officers of the Company may approve.
RESOLVED that authorization be, and hereby is, given for the
issuance and/or sale from time to time, of up to two million
(2,000,000) shares of the Company's authorized but unissued Common
Stock, one dollar ($1.00) par value, and associated Preferred Stock
purchase rights, under the terms and provisions of the 1996 Stock
Plan.
RESOLVED that the officers of the Company be, and they hereby
are, authorized to execute and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 or other Securities Act
registration form as may be considered appropriate, and all amendments
and supplements thereto, all required exhibits and documents in
connection therewith, the prospectus contained therein and all
amendments or supplements thereto with respect to not more than two
million (2,000,000) shares of Common Stock, one dollar ($1.00) par
value, and associated Preferred Stock purchase rights, of the Company
to be issued to the employees of the Company in accordance with the
terms and provisions of the 1996 Stock Plan and to make all such
payments and to do or cause to be done all other acts and things as,
in their opinion or in the opinion of any of them, may be necessary or
desirable and proper in order to effect such filing or in order that
such Registration Statement and any such amendment or amendments may
become effective and may remain in effect as long as shall be
required.
<PAGE> 2
Page 2
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.
RESOLVED that the officers of the Company be, and they hereby
are, authorized and directed in the name and on behalf of the Company
to take any and all action which they may deem necessary or advisable
in order to effect the registration or qualification (or exemption
therefore) of such securities for issue, offer, sale or trade under
the Blue Sky or securities laws of any state of the United States of
America or elsewhere, and in connection therewith to execute,
acknowledge, verify, deliver, file or cause to be published any
applications, reports, consents to service of process, appointments of
attorney to receive service of process and other papers and
instruments which may be required under such applications, reports,
consents to service of process, appointments of attorney to receive
service of process and other papers and instruments which may be
required under such laws and to take any and all further action which
they may deem necessary or advisable in order to maintain any such
registration or qualification for as long as they deem necessary or as
required by law.
RESOLVED that the Chairman of the Board, the President, any
Vice President, the Secretary or any Assistant Secretary of this
Company be, and they hereby are, authorized to execute and deliver on
behalf of this Company applications for the listing of not more than
an additional two million (2,000,000) shares of Common Stock of the
Company together with associated Preferred Stock purchase rights, on
the New York Stock Exchange and the Pacific Stock Exchange and said
officers are further authorized to take all such action and to file
with such exchanges all such documents as may be necessary in order to
accomplish the same.
RESOLVED that the Chairman of the Board, the President, any
Vice President, the Secretary or any Assistant Secretary or any one or
more of them be, and they hereby are, authorized and empowered
<PAGE> 3
Page 3
to appear before the New York Stock Exchange and the Pacific Stock
Exchange or any committees or any representatives of such exchanges
with authority to present such applications for listing and to make
such changes in such applications or in any amendments relative thereto
and to furnish such information in connection therewith as may be
necessary or advisable to conform with the requirements for the listing
of such Common Stock on said New York Stock Exchange and Pacific Stock
Exchange.
RESOLVED that First Chicago Trust Company of New York, transfer
agent for the Company, as agent for the transfer of certificates of
the Company's Common Stock, one dollar ($1.00) par value, be, and they
hereby are, authorized: (i) to record, countersign and deliver to
First Chicago Trust Company of New York as registrar, certificates for
shares of Common Stock, one dollar ($1.00) par value, of the Company
to be issued as authorized by the Board of Directors under terms of
the 1996 Stock Plan; (ii) to deliver such certificates when
countersigned by such registrar; and (iii) from time to time to make
transfers of certificates for such shares of Common Stock with the
same authority and upon the terms and conditions as to such additional
shares of Common Stock as are fully set forth in the resolutions
previously adopted by the Board of Directors of the Company with
respect to presently outstanding Common Stock of the Company.
RESOLVED that First Chicago Trust Company of New York as
registrar for registration of the Company's Common Stock, one dollar
($1.00) par value, be, and hereby is, authorized and directed to
record, when presented by First Chicago Trust Company of New York,
transfer agent of the Company's Common Stock, and register transfers
of certificates for shares of the Company's Common Stock to be issued
as authorized by the Board of Directors under the terms of the 1996
Stock Plan with the same authority and upon the same terms and
conditions as to such shares of Common Stock as are fully set forth in
resolutions previously adopted by the Board of Directors of the
Company with respect to the presently outstanding Common Stock of the
Company.
RESOLVED that the officers of this Company be, and they hereby
are, authorized to take all such further action and to execute and
deliver all such further instruments and documents in the
<PAGE> 4
Page 4
name and on behalf of the Company and under its Corporate Seal or
otherwise and to pay such fees and expenses as shall be necessary,
proper or advisable in order to fully carry out the intent and to
accomplish the purposes of the foregoing resolutions.
I further certify that the foregoing resolutions have not been
modified, revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
THE WILLIAMS COMPANIES, INC., this 30th day of August, 1996.
/s/ David M. Higbee
-------------------------
David M. Higbee
Secretary
(CORPORATE SEAL)
