<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 1997
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.
1996 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
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) 6,000,000(3) $52 7/8 $317,250,000 $96,136
====================================================================================
</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on November 18, 1997.
(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, 1996.
(b) Williams' Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
(c) Williams' Current Reports on Form 8-K dated January 2, 1997,
September 8, 1997, September 19, 1997 and October 28, 1997.
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 schedule of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, 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 schedule 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 reports of such independent
auditors pertaining to such financial statements given 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 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 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.
-2-
<PAGE> 3
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 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).
(4.3) -- Certificate of Amendment of Restated Certificate of Incorporation, filed May 16, 1997.
*(4.4) -- 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).
*(4.5) -- 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).
*(4.6) -- 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).
*(4.7) -- 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).
*(4.10) -- Form of Debenture representing $360,000,000 principal amount of 6% Convertible Subordinated
Debenture Due 2005 (filed as Exhibit 4.7 to the Registration Statement on Form S-8, filed August
30, 1996).
*(4.11) -- Form of Warrant to purchase 11,305,720 shares of the Common Stock of the Company (filed as
exhibit 4.8 to the Registration Statement on Form S-8, filed August 30, 1996).
*(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 for Non-Employee Directors (filed as Exhibit A to
the Company's definitive Proxy Statement dated March 27, 1996).
- ------------------------------
</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.
-3-
<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
-4-
<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.
-5-
<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
21st day of November, 1997.
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 November 21, 1997:
SIGNATURE TITLE
--------- -----
* Chairman of the Board, President
- --------------------------
Keith E. Bailey and Chief Executive Officer
(Principal Executive Officer)
* Senior Vice President
- --------------------------
Jack D. McCarthy (Principal Financial Officer)
* Controller
- --------------------------
Gary R. Belitz (Principal Accounting Officer)
* Director
- --------------------------
Glenn A. Cox
* Director
- --------------------------
Thomas H. Cruikshank
* Director
- --------------------------
Patricia L. Higgins
* Director
- --------------------------
W. R. Howell
* Director
- --------------------------
Robert J. LaFortune
* Director
- --------------------------
James C. Lewis
-6-
<PAGE> 7
* Director
- --------------------------
Jack A. MacAllister
* 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)
-7-
<PAGE> 8
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 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).
(4.3) -- Certificate of Amendment of Restated Certificate of Incorporation, filed May 16, 1997.
*(4.4) -- 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).
*(4.5) -- 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).
*(4.6) -- 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).
*(4.7) -- 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).
*(4.10) -- Form of Debenture representing $360,000,000 principal amount of 6% Convertible Subordinated
Debenture Due 2005 (filed as Exhibit 4.7 to the Registration Statement on Form S-8, filed August
30, 1996).
*(4.11) -- Form of Warrant to purchase 11,305,720 shares of the Common Stock of the Company (filed as
exhibit 4.8 to the Registration Statement on Form S-8, filed August 30, 1996).
*(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 for Non-Employee Directors (filed as Exhibit A to
the Company's definitive Proxy Statement dated March 27, 1996).
</TABLE>
-8-
<PAGE> 1
STATE OF DELAWARE PAGE 1
EXHIBIT 4.3
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "THE WILLIAMS COMPANIES, INC.", FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF MAY, A.D. 1997, AT 2:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL OF THE STATE OF DELAWARE]
/s/ EDWARD J. FREEL
[SEAL OF SECRETARY'S OFFICE] -------------------------------------
Edward J. Freel, Secretary of State
2116534 8100 AUTHENTICATION: 8471092
971161920 DATE: 05-19-97
<PAGE> 2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
* * * * * * * *
THE WILLIAMS COMPANIES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of The Williams Companies, Inc.,
at a meeting of the Board of Directors duly called and held on January 26,
1997, adopted a resolution proposing and declaring advisable the following
amendment to the Restated Certificate of Incorporation, as amended, of said
Company:
RESOLVED that the Board of Directors of the Company hereby
declares it advisable to amend Article FOURTH of the Company's Restated
Certificate of Incorporation, as amended, to increase the authorized
Common Stock, $1.00 par value, so that, as amended, the first paragraph
of Article FOURTH shall be, and read, as follows:
"FOURTH: The total number of shares of capital stock
which the Company shall have authority to issue is
510,000,000 shares, consisting of 480,000,000 shares of Common
Stock, par value $1.00 per share (the "Common
<PAGE> 3
Stock") and 30,000,000 shares of Preferred Stock, par value $1.00 per
share (the "Preferred Stock")."
SECOND: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
Delaware.
IN WITNESS WHEREOF, said The Williams Companies, Inc. has caused this
Certificate to be signed by William G. von Glahn, its Senior Vice President and
General Counsel, and attested by David M. Higbee, its Secretary, this 15th day
of May, 1997.
THE WILLIAMS COMPANIES, INC.
By: /s/ WILLIAM G. VON GLAHN
--------------------------------
William G. von Glahn
Senior Vice President and
General Counsel
ATTEST:
By: /s/ DAVID M. HIGBEE
---------------------------
David H. Higbee
Secretary
<PAGE> 1
Exhibit 5.1
[WILLIAMS COMPANIES LETTERHEAD]
November 21, 1997
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 for Nonofficer Employees and to the
incorporation by reference therein of our report dated February 10, 1997, with
respect to the consolidated financial statements and schedule of The Williams
Companies, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
November 20, 1997
<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 WILLIAM
G. VON GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD 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 six million (6,000,000)
shares of Common Stock of Williams issuable pursuant to THE WILLIAMS COMPANIES,
INC. STOCK PLAN FOR NONOFFICER EMPLOYEES, together with associated Preferred
Stock purchase rights and Plan interests, 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 WILLIAM G. VON GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD 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 20th day of November, 1997.
/s/ Keith E. Bailey /s/ Jack D. McCarthy
- ------------------------------ ------------------------------
Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and (Principal Financial Officer)
Chief Executive Officer
(Principal Executive Officer)
/s/ Gary R. Belitz
------------------------------
Gary R. Belitz
Controller
(Principal Accounting Officer)
<PAGE> 2
Page 2
/s/ Glenn A. Cox /s/ Thomas H. Cruikshank
- ------------------------------ ---------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ Patricia L. Higgins /s/ W.R. Howell
- ------------------------------ ---------------------------
Patricia L. Higgins W. R. Howell
Director Director
/s/ Robert J. LaFortune /s/ James C. Lewis
- ----------------------------- ---------------------------
Robert J. LaFortune James C. Lewis
Director Director
/s/ Jack A. MacAllister /s/ Peter C. Meinig
- ------------------------------ ---------------------------
Jack A. MacAllister 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/ William G. von Glahn
---------------------------
William G. von Glahn
Senior Vice President
ATTEST:
/s/ David M. Higbee
- ----------------------
David M. Higbee
Secretary
<PAGE> 1
[Williams Companies Letterhead]
EXHIBIT 24.2
I, the undersigned, DAVID H. 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 November 20, 1997, at which a quorum of said Board was
present and acting throughout, the following resolutions were duly adopted:
RESOLVED that authorization be, and hereby is, given
for the issuance and/or sale, from time to time, of up to
six million (6,000,000) 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 Company's Stock Plan for Nonofficer
Employees (the "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 six million (6,000,000)
shares of Common Stock, one dollar ($1.00) par value, and
associated preferred stock purchase rights, of the Company to
be issued in accordance with the terms and provisions of the
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.
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
<PAGE> 2
Page 2
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 six million
(6,000,000) shares of Common Stock of the Company reserved
for issuance and/or sale under the terms of the Plan 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 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
<PAGE> 3
Page 3
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, and Wells Fargo Bank as co-transfer
agent, be, and they hereby are, authorized (1) to record,
countersign and deliver to First Chicago Trust Company of New
York as registrar, or Wells Fargo Bank as co-registrar,
certificates for shares of Common Stock, one dollar ($1.00)
par value, of the Company to be issued as authorized under the
terms of the Plan; (2) to deliver such certificates when
countersigned by such registrar or co-registrar; and (3) 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, and Wells Fargo Bank as
co-registrar, be, and they hereby are, authorized and directed
to record, when presented by First Chicago Trust Company of
New York, transfer agent, or Wells Fargo Bank, co-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 under the terms of the 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 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.
<PAGE> 4
Page 4
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 20th day of November, 1997.
/s/ David M. Higbee
-------------------------
David M. Higbee
Secretary
(CORPORATE SEAL)
