<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JUNE 13, 1997
REGISTRATION NO. 333-29185
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
THE WILLIAMS COMPANIES, INC.
(Exact name of registrant 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
TULSA, OKLAHOMA 74172
(918) 588-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------
WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
----------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PROPOSED
TITLE OF EACH PROPOSED MAXIMUM
CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO AGGREGATE PRICE OFFERING REGISTRATION
BE REGISTERED BE REGISTERED PER UNIT PRICE FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (Par Value $1 per share) 373,402(1) $40.76(2) $15,219,865.52(2) $4,612.08
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with accompanying preferred stock purchase rights as to which
no separate fee is payable.
(2) Estimated based upon the average of the high and low market prices on
June 10, 1997, solely for the purpose of calculating the registration
fee in accordance with Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
----------------
<PAGE> 3
SUBJECT TO COMPLETION, DATED JUNE 13, 1997
PROSPECTUS
373,402 SHARES
THE WILLIAMS COMPANIES, INC.
COMMON STOCK
($1 PAR VALUE)
----------------
All the shares of Common Stock, $1.00 par value, being offered hereby
(the "Shares") are held by certain stockholders (the "Selling Stockholders") of
The Williams Companies, Inc. ("Williams" or the "Company"). Williams will not
receive any of the proceeds from the sale of the Shares.
The Selling Stockholders (and their respective donees, distributees,
pledgees, and personal representatives) may, from time to time, offer for sale
and sell or distribute the Shares to be offered by them hereby (a) in
transactions executed on the New York Stock Exchange, the Pacific Stock
Exchange, or other exchanges on which the Shares may be traded, (b) in
negotiated transactions, or (c) through other means. Sales may be effected at
market prices prevailing at the time of sale or at such other prices as may be
negotiated by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling
Shares to or through dealers, and such dealers may receive compensation in the
form of underwriting discounts, concessions, or commissions from the Selling
Stockholders (which compensation, if any, is not expected to be in excess of
customary commissions). The Selling Stockholders and any dealers that
participate with the Selling Stockholders in the distribution of Shares may be
deemed to be underwriters, and any commissions received by them and any profit
on the resale of Shares sold by them might be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.
----------------
THE COMPANY'S COMMON STOCK IS LISTED ON THE NEW YORK AND PACIFIC STOCK
EXCHANGES.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
June __, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES
<PAGE> 4
AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN.
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, New York, New York
10048; and Chicago Regional Office, Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, or from the Commission's worldwide
web site at http://www.sec.gov. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements,
and other information can also be inspected at the office of the New York Stock
Exchange, 20 Broad Street, New York 10005 and the Pacific Stock Exchange, Inc.,
301 Pine Street, San Francisco, California 94104 or 618 South Spring Street,
Los Angeles, California 90014.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997; and
(c) The Company's Proxy Statement dated March 26, 1997, in
connection with its Annual Meeting of Stockholders held on May 15, 1997.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the 1934 Act prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a previously filed document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein modifies or supersedes such statement,
and any statement contained in any previously filed document or contained
herein shall be deemed modified or superseded to the extent that a statement
contained in a subsequently filed document which is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERENCED
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO THE WILLIAMS COMPANIES, INC., ONE WILLIAMS CENTER, TULSA, OKLAHOMA
74172, ATTENTION: CORPORATE SECRETARY, (918) 588-2000.
----------------
THE COMPANY
The Company, through subsidiaries, engages in the transportation and
sale of natural gas and related activities; natural gas gathering, processing,
and treating activities; the transportation and terminaling of petroleum
products; hydrocarbon exploration and production activities; the production and
marketing of ethanol; and energy commodity
2
<PAGE> 6
trading and marketing and provides a variety of other products and services,
including price-risk management services, to the energy industry. The Company
also engages in the communications business. The Company's energy subsidiaries
own and operate: (i) five interstate natural gas pipeline systems; (ii)
natural gas production properties; (iii) natural gas gathering and processing
facilities; (iv) a common carrier petroleum products and crude oil pipeline
system; (v) petroleum products terminals; and (vi) ethanol production
facilities. The Company also trades and markets energy commodities and offers
price-risk management services. The Company's communications subsidiaries
offer: (i) data, voice, and video-related products and services; (ii)
advertising distribution services, (iii) video services and other multimedia
services for the broadcast industry; (iv) broadcast facsimile and audio- and
videoconferencing services for businesses; (v) interactive, computer-based
training and services; (vi) customer-premise voice and data equipment,
including installation and maintenance; and (vii) network integration and
management services nationwide. The Company also has investments in the equity
of certain other companies.
The Company was incorporated under the laws of the State of Nevada in
1949 and was reincorporated under the laws of the State of Delaware in 1987.
The principal executive offices of the Company are located at One Williams
Center, Tulsa, Oklahoma 74172 (telephone (918) 588-2000).
----------------
DESCRIPTION OF COMMON STOCK
The Selling Stockholders (and their respective donees, distributees,
pledgees, and personal representatives) may offer to sell, from time to time,
up to 373,402 shares of Common Stock, $1.00 par value, of the Company, which
are accompanied by preferred stock purchase rights (the "Rights"). The
following description of the Shares and accompanying Rights does not purport to
be complete and is qualified in its entirety by reference to pertinent sections
of the Company's Restated Certificate of Incorporation, which is incorporated
by reference in this Registration Statement.
Holders of Common Stock are entitled to dividends as declared by the
Board of Directors. Debt instruments of certain subsidiaries of the Company
limit the amount of dividend payments to the Company, which may adversely
impact the funds available to the Company to pay dividends on 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
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.
3
<PAGE> 7
The Board of Directors of the Company is divided into three classes,
which 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.
The Restated Certificate of Incorporation 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
referred to in the preceding two paragraphs.
On January 21, 1996, the Board of Directors of the Company adopted a
Stockholder Rights Plan (the "Rights Plan") to replace its existing rights plan
which expired at the close of business February 6, 1996. Under the Rights
Plan, rights ("Rights") were distributed at the close of business on February
6, 1996, as a dividend at the rate of one Right for each share of common stock,
par value $1.00 per share (the "Common Stock"), of the Company held by
stockholders of record as of the close of business on February 6, 1996. Each
Right entitles the registered holder to purchase from the Company a unit (a
"Unit") consisting of one two-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), at a purchase price of $140.00 per Unit (the "Purchase Price"),
subject to adjustment. This description of the Rights is qualified in its
entirety by reference to the Amended and Restated Rights Agreement, dated as of
February 6, 1996, 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 the Registration Statement of which this Prospectus forms a part.
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
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.
4
<PAGE> 8
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 6, 2006, 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
shareholders) 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 one 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.
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 $0.01
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,
5
<PAGE> 9
that no amendment to adjust the time period governing redemption shall be made
at such time as the Rights are not redeemable.
----------------
SELLING STOCKHOLDERS
The Shares, as listed below, are the number of Shares which may be
offered by the Selling Stockholders named below (and by their donees,
distributees, pledgees, and personal representatives). The Shares listed below
constitute all of the Shares held by the Selling Stockholders prior to this
offering. On March 7, 1997, the Selling Stockholders acquired the Shares from
Williams pursuant to an Agreement and Plan of Merger dated as of March 1, 1997,
(the "Agreement") among Critical Technologies, Inc., Technologies Acquisition
Corporation, CTI Shareholders and Williams Communications Group, Inc. The
Selling Stockholders are some of the former shareholders of Critical
Technologies, Inc. The Selling Stockholders did not hold positions or have
material relationships with the Company or any predecessor or affiliate thereof
during the three years preceding such acquisition. Since such acquisition,
certain of the Selling Stockholders have continued to be involved in the
management of certain indirect subsidiaries of the Company.
<TABLE>
<CAPTION>
NUMBER OF
SELLING STOCKHOLDER SHARES HELD
------------------- -----------
<S> <C>
Raymond L. Bartle 11,202
David L. Bross 7,468
Matthew W. Bross 134,426
James W. Cravens 74,680
Michael W. Fallon 14,936
Robert W. Frazier 14,936
Timothy W. Hood 9,335
Roger Q. Hoover 22,404
Paul N. Noblett 22,404
Bruce A. Owens 14,936
James A. Wootten 29,872
Tony O. Zeis 16,803
</TABLE>
----------------
PLAN OF DISTRIBUTION
The Selling Stockholders (and their respective donees, distributees,
pledgees, and personal representatives) may, from time to time, offer for sale
and sell or distribute the Shares to be offered by them hereby (a) in
transactions executed on the New York Stock Exchange, the Pacific Stock
Exchange, or other exchanges on which the Shares may be traded, (b) in
negotiated transactions or (c) through other means. Sales may be effected at
market prices prevailing at the time of sale or at such other prices as may be
negotiated by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling
Shares to or through dealers, and such dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders (which compensation, if any, is not expected to be in excess of
customary commissions). The Selling Stockholders and any dealers that
participate with the Selling Stockholders in the distribution of Shares may be
deemed to be underwriters, and any commissions received by them and any profit
on the resale of Shares sold by them might be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.
----------------
6
<PAGE> 10
EXPERTS
The Company's financial statements and financial statement schedule
included 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 appearing in such Form 10-K. The
financial statements and financial statement schedule referred to above are
incorporated by reference herein in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements and schedules of the Company
included in or incorporated by reference in any documents filed pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering will be so included or
incorporated by reference in reliance upon the reports of independent auditors
pertaining to such financial statements (to the extent covered by consents
filed with the Commission) given upon the authority of such independent
auditors as experts in accounting and auditing.
----------------
LEGAL MATTERS
Certain legal matters in connection with the Shares will be passed
upon for the Company by William G. von Glahn, Senior Vice President and General
Counsel of Williams. Mr. von Glahn beneficially owns approximately 26,331
shares of Williams' Common Stock and also has exercisable options to purchase
an additional 31,715 shares of Williams' Common Stock. Pursuant to its bylaws
and an indemnity agreement, Williams is required to indemnify Mr. von Glahn to
the fullest extent permitted by Delaware law against any expenses actually and
reasonably incurred by him in connection with any action, suit, or proceeding
in which he is made party by reason of his being an officer of the Williams.
Williams also maintains directors' and officers' liability insurance under
which Mr. von Glahn is insured against certain expenses and liabilities.
7
<PAGE> 11
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company will pay the following expenses:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . $ 4,612.08
Accounting fees and expenses . . . . . . . . . . . . . . $10,000.00
Miscellaneous Expenses . . . . . . . . . . . . . . . . . $ 5,387.92
----------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . $20,000.00
==========
</TABLE>
----------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, a Delaware corporation, 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 them in connection with any threatened,
pending, or completed action, suit, or proceeding in which such person is made
party by reason of their 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 bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Bylaws 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.
8
<PAGE> 12
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
- ------- -----------
*3.1 -- Restated Certificate of Incorporation of Williams (filed as
Exhibit 4(a) to Form 8-B Registration Statement, filed August
20, 1987).
*3.2 -- 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).
*3.3 -- 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).
*3.4 -- 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).
*3.5 -- 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 fiscal year ended December
31, 1995).
*3.6 -- 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, filed January 14, 1996).
*3.7 -- By-laws of Williams, as amended (filed, as amended, as Exhibit
3 to Form 10-Q for the quarter ended September 30, 1996).
*4.1 -- Form of Senior Debt Indenture between the Company and Chase
Manhattan Bank (formerly 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 1998 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).
*4.2 -- Form of Subordinated Debt Indenture between the Company and
Chase Manhattan Bank (formerly Chemical Bank), Trustee,
relating to 9.60% Quarterly Income Capital Securities, due
2025 (filed as Exhibit 4.2 to Form S-3 Registration Statement
No. 33-60397, filed June 20, 1995).
*4.3 -- U.S. $1,000,000,000 Amended and Restated Credit Agreement,
dated as of December 20, 1996, among Williams and certain of
its subsidiaries and the banks named therein and Citibank,
N.A., as agent.
5 -- Opinion and consent of William G. von Glahn, Esq., Senior Vice
President and General Counsel of the Company, relating to the
validity of the Shares.
*10.1 -- The Williams Companies, Inc. Supplemental Retirement Plan,
effective as of January 1, 1988 (filed as Exhibit 10(iii)(c)
to Form 10-K for the year ended December 31, 1987).
*10.2 -- Form of Employment Agreement, dated January 1, 1990, between
Williams and certain executive officers (filed as Exhibit
10(iii)(d) to Form 10-K for the year ended December 31, 1989).
9
<PAGE> 13
*10.3 -- Form of The Williams Companies, Inc. Change in Control
Protection Plan between Williams and employees (filed as
Exhibit 10(iii)(e) to Form 10-K for the year ended December
31, 1989).
*10.4 -- The Williams Companies, Inc. 1985 Stock Option Plan (filed as
Exhibit A to Williams' Proxy Statement, dated March 13, 1985).
*10.5 -- The Williams Companies, Inc. 1988 Stock Option Plan for
Non-Employee Directors (filed as Exhibit A to Williams' Proxy
Statement, dated March 14, 1988).
*10.6 -- The Williams Companies, Inc. 1990 Stock Plan (filed as Exhibit
A to Williams' Proxy Statement, dated March 12, 1990).
*10.7 -- The Williams Companies, Inc. Stock Plan for Non-Officer
Employees (filed as Exhibit 10(iii)(g) to Form 10-K for the
fiscal year ended December 31, 1995).
*10.8 -- The Williams Companies, Inc. 1996 Stock Plan (filed as Exhibit
A to Williams' Proxy Statement, dated March 27, 1996).
*10.9 -- The Williams Companies, Inc. 1996 Stock Plan for Non-Employee
Directors (filed as Exhibit B to Williams' Proxy Statement,
dated March 27, 1996).
*10.10 -- Indemnification Agreement, effective as of August 1, 1986,
between Williams and members of the Board of Directors and
certain officers of Williams (filed as Exhibit 10(iii)(e) to
Form 10-K for the year ended December 31, 1986).
*12 -- Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements (filed as Exhibit 12 to
Form 10-K for the year ended December 31, 1996).
23.1 -- Consent of Independent Auditors.
23.2 -- Consent of William G. vonGlahn (included as part of Exhibit 5).
24 -- Power of Attorney together with certified resolution.
_______________
* Each such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
1. The Company 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; and
10
<PAGE> 14
(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 1(i) and 1(ii) above do not apply if the
information required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by the Company 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.
2. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 934 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the provisions referred to in Item 15 above,
or otherwise (other than the insurance policies referred to in Item 15), the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company
in a successful defense of any action, suit, or proceeding) is asserted against
the Company by such director, officer, or controlling person in connection with
the securities being registered, the Company 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 Securities Act and will be governed
by the final adjudication of such issue.
---------------
SIGNATURES
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tulsa, County of Oklahoma, on the 13th day of
June, 1997.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By /s/ SHAWNA L. BARNARD
-------------------------------
Shawna L. Barnard
Attorney-in-fact
11
<PAGE> 15
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ KEITH E. BAILEY Chairman of the Board, President June 13, 1997
----------------------------------------- and Chief Executive Officer
Keith E. Bailey (Principal Executive Officer)
/s/ GLENN A. COX Director June 13, 1997
-----------------------------------------
Glenn A. Cox
/s/ THOMAS H. CRUIKSHANK Director June 13, 1997
----------------------------------------
Thomas H. Cruikshank
/s/ PATRICIA L. HIGGINS Director June 13, 1997
-----------------------------------------
Patricia L. Higgins
Director
----------------------------------------
W.R. Howell
/s/ ROBERT J. LAFORTUNE Director June 13, 1997
-----------------------------------------
Robert J. LaFortune
/s/ JAMES C. LEWIS Director June 13, 1997
-----------------------------------------
James C. Lewis
/s/ JACK A. MacALLISTER Director June 13, 1997
-----------------------------------------
Jack A. MacAllister
/s/ PETER C. MEINIG Director June 13, 1997
-----------------------------------------
Peter C. Meinig
/s/ KAY A. ORR Director June 13, 1997
-----------------------------------------
Kay A. Orr
/s/ GORDON R. PARKER Director June 13, 1997
-----------------------------------------
Gordon R. Parker
/s/ JOSEPH H. WILLIAMS Director June 13, 1997
-----------------------------------------
Joseph H. Williams
</TABLE>
12
<PAGE> 16
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
*3.1 -- Restated Certificate of Incorporation of Williams (filed as
Exhibit 4(a) to Form 8-B Registration Statement, filed August
20, 1987).
*3.2 -- 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).
*3.3 -- 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).
*3.4 -- 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).
*3.5 -- 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 fiscal year ended December
31, 1995).
*3.6 -- 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, filed January 14, 1996).
*3.7 -- By-laws of Williams, as amended (filed, as amended, as Exhibit
3 to Form 10-Q for the quarter ended September 30, 1996).
*4.1 -- Form of Senior Debt Indenture between the Company and Chase
Manhattan Bank (formerly 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 1998 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).
*4.2 -- Form of Subordinated Debt Indenture between the Company and
Chase Manhattan Bank (formerly Chemical Bank), Trustee,
relating to 9.60% Quarterly Income Capital Securities, due
2025 (filed as Exhibit 4.2 to Form S-3 Registration Statement
No. 33-60397, filed June 20, 1995).
*4.3 -- U.S. $1,000,000,000 Amended and Restated Credit Agreement,
dated as of December 20, 1996, among Williams and certain of
its subsidiaries and the banks named therein and Citibank,
N.A., as agent.
5 -- Opinion and consent of William G. von Glahn, Esq., Senior Vice
President and General Counsel of the Company, relating to the
validity of the Shares.
*10.1 -- The Williams Companies, Inc. Supplemental Retirement Plan,
effective as of January 1, 1988 (filed as Exhibit 10(iii)(c)
to Form 10-K for the year ended December 31, 1987).
*10.2 -- Form of Employment Agreement, dated January 1, 1990, between
Williams and certain executive officers (filed as Exhibit
10(iii)(d) to Form 10-K for the year ended December 31, 1989).
</TABLE>
<PAGE> 17
<TABLE>
<S> <C>
*10.3 -- Form of The Williams Companies, Inc. Change in Control
Protection Plan between Williams and employees (filed as
Exhibit 10(iii)(e) to Form 10-K for the year ended December
31, 1989).
*10.4 -- The Williams Companies, Inc. 1985 Stock Option Plan (filed as
Exhibit A to Williams' Proxy Statement, dated March 13, 1985).
*10.5 -- The Williams Companies, Inc. 1988 Stock Option Plan for
Non-Employee Directors (filed as Exhibit A to Williams' Proxy
Statement, dated March 14, 1988).
*10.6 -- The Williams Companies, Inc. 1990 Stock Plan (filed as Exhibit
A to Williams' Proxy Statement, dated March 12, 1990).
*10.7 -- The Williams Companies, Inc. Stock Plan for Non-Officer
Employees (filed as Exhibit 10(iii)(g) to Form 10-K for the
fiscal year ended December 31, 1995).
*10.8 -- The Williams Companies, Inc. 1996 Stock Plan (filed as Exhibit
A to Williams' Proxy Statement, dated March 27, 1996).
*10.9 -- The Williams Companies, Inc. 1996 Stock Plan for Non-Employee
Directors (filed as Exhibit B to Williams' Proxy Statement,
dated March 27, 1996).
*10.10 -- Indemnification Agreement, effective as of August 1, 1986,
between Williams and members of the Board of Directors and
certain officers of Williams (filed as Exhibit 10(iii)(e) to
Form 10-K for the year ended December 31, 1986).
*12 -- Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements (filed as Exhibit 12 to
Form 10-K for the year ended December 31, 1996).
23.1 -- Consent of Independent Auditors.
23.2 -- Consent of William G. vonGlahn (included as part of Exhibit 5).
24 -- Power of Attorney together with certified resolution.
</TABLE>
_______________
* Each such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
<PAGE> 1
EXHIBIT 5
June 13, 1997
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Gentlemen:
You have requested me, as General Counsel of The Williams Companies,
Inc., (the "Company") to render my opinion regarding certain matters in
connection with the preparation and filing of a registration statement by the
Company on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to 373,402 shares of Common Stock, $1.00 par
value, together with accompanying preferred stock purchase rights
(collectively, the "Shares"). Certain stockholders (the "Selling
Stockholders") of the Company hold all of the Shares, and the Company will not
receive any proceeds from the sale of the Shares.
I am familiar with the Certificate of Incorporation and the By-laws,
each as amended to date, of the Company and have examined the originals, or
copies certified or otherwise identified to my satisfaction, of corporate
records of the Company, statutes and other instruments and documents as the
basis for the opinion expressed herein.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that, when the
Shares have been duly sold and duly paid for by the purchasers thereof, all
required corporate action will have been taken with respect to the issuance and
sale of the Shares, and the Shares will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned appearing under
the caption "Legal Matters" in the related Prospectus.
Very truly yours,
William G. von Glahn
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333- ______), and related Prospectus of
The Williams Companies, Inc. for the registration of 373,402 shares of common
stock 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
June 12, 1997
<PAGE> 1
EXHIBIT 24
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-3 for the registration
under the Securities Act of 1933, as amended, of shares of Common Stock of
Williams, together with associated Preferred Stock purchase rights, such shares
to be issued pursuant to the terms of that certain Stock Purchase Agreement for
Critical Technologies, Incorporated by and among the Sellers listed therein and
Williams Telecommunications Systems, Inc., 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.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 26th day of January, 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
Chief Executive Officer Officer)
(Principal Executive Officer)
/s/ GARY R. BELITZ
------------------
Gary R. Belitz
Controller
(Principal Accounting Officer)
/s/ GLENN A. COX /s/ THOMAS H. CRUIKSHANK
- ----------------------------- --------------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ PATRICIA L. HIGGINS /s/ ROBERT J. LAFORTUNE
- ----------------------------- -------------------------------
Patricia L. Higgins 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
<PAGE> 3
THE WILLIAMS COMPANIES, INC.
By /s/ WILLIAM G. VON GLAHN
------------------------
William G. von Glahn
ATTEST: Senior Vice President
/s/ DAVID M. HIGBEE
- ----------------------------
David M. Higbee
Secretary
<PAGE> 4
I, the undersigned, SHAWNA L. BARNARD, Assistant 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 26, 1997, at which a quorum of
said Board was present and acting throughout, the following preamble and
resolutions were duly adopted:
WHEREAS, Williams Telecommunications Systems, Inc.
("WTS"), a wholly-owned indirect subsidiary of the Company, is
considering purchasing Critical Technologies, Incorporated
("CTI") in exchange for shares of Common Stock of the Company
having an aggregate market value of sixteen million dollars
($16,000,000), such value to be determined and adjusted
according to the terms of the Stock Purchase Agreement
referred to herein; and
WHEREAS, the Company desires to issue and register
under the Securities Act of 1933, as amended, such shares of
Common Stock in order to enable WTS to perform its obligations
under the Stock Purchase Agreement;
NOW, THEREFORE, BE IT
RESOLVED that the purchase of all of the outstanding
shares of common stock of CTI pursuant to the terms of the
Stock Purchase Agreement for Critical Technologies,
Incorporated by and among the Sellers Listed Therein and
Williams Telecommunications Systems, Inc. (the "Agreement"),
which Agreement the Secretary of the meeting is instructed to
mark for identification and to file with the records of the
Company, with such changes therein as the officers of WTS
shall approve (the execution thereof by any such officer to be
conclusive evidence of such approval) be, and hereby is,
approved.
RESOLVED that, as required by the Agreement, the
issuance by the Company of shares of the Common Stock, $1.00
par value, of the Company (the "Shares") having a total market
value of sixteen million dollars ($16,000,000) (such value to
be determined according to the terms of the Agreement),
together with such number of Preferred Stock purchase rights
as may be issued under the Company's Rights Plan in connection
with
<PAGE> 5
the issuance of the Shares be, and the same hereby is,
authorized and approved.
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-3, and
all amendments and supplements thereto and all required
exhibits and documents in connection therewith, and the
Prospectus contained therein, and all amendments or
supplements thereto (the "Registration Statement"), with
respect to the potential resale of the Shares by the holders
thereof (the "Secondary Offering"), and to do, or cause to be
done, all such 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 a Registration
Statement and any such amendments thereto with respect to the
Secondary Offering, is hereby approved, and the Chairman of
the Board, the President or any Vice President of the Company
is hereby authorized to execute said power of attorney in the
form so presented for and on behalf of the Company.
RESOLVED that Mr. William G. von Glahn, Senior Vice
President and General Counsel of the Company, be, and he
hereby is, designated as the person authorized to receive
notices and communications from the Securities and Exchange
Commission with respect to the Registration Statement and any
amendments thereto, and that he be, and he hereby is,
designated the agent for service in connection with any and
all matters relating to the Registration Statement; and that
there hereby is conferred upon him the powers enumerated in
Rule 478 of the Rules and Regulations promulgated under the
Securities Act of 1933, as amended.
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized
<PAGE> 6
and directed in the name and on behalf of the Company to take
any and all actions which such officers deem necessary or
appropriate in order to obtain a permit, register or qualify
the Shares for sales in the Secondary Offering or to request
an exemption from registration of the Shares or to register or
to obtain a license for the Company as a dealer or broker
under the securities laws of such of the states of the United
States of America and of such foreign jurisdictions as such
officers may deem necessary or appropriate; and that in
connection with such registrations, permits, licenses,
qualifications and exemptions, such officers are authorized
and directed to execute, acknowledge, verify, deliver, file
and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney
and other papers and instruments as may be required under such
laws, and to take any and all further action which such
officers deem necessary or appropriate in order to maintain
the registration in effect for such time period as they may
deem to be in the best interests of the Company.
RESOLVED that if any resolutions are required to be
adopted in connection with any application or other document
to be submitted under the securities or "Blue Sky" laws of any
state in order to permit the Secondary Offering, such
resolutions shall be deemed to have been adopted in the
required language with the same force and effect as if set
forth here at length and copies thereof shall be filed with
the minutes of this meeting.
RESOLVED that application be made to the New York
Stock Exchange, Inc. and to the Pacific Stock Exchange for the
listing of the Shares and associated preferred stock purchase
rights and that the Chairman of the Board, the President or
any Vice President or the Secretary or any Assistant Secretary
of the Company be, and each of them hereby is, authorized and
directed by the Company to prepare, execute and file the
applications required by such stock exchanges and to make such
changes as may be necessary to conform with requirements for
the listing of the Shares, to appear (if requested) before
officials of such exchanges, to pay any fees required for such
additional listing and to perform all other
<PAGE> 7
acts and things as may be deemed necessary to effect such
listing.
RESOLVED that First Chicago Trust Company of New
York, transfer agent for the transfer of certificates
representing shares of Common Stock of the Company, or First
Interstate Bank of California as co-transfer agent of such
certificates, be, and hereby is, authorized (i) to record,
countersign and deliver to First Chicago Trust Company of New
York as registrar, certificates for Shares to be issued as
authorized by these resolutions; (ii) to deliver such
certificates when countersigned by such registrar; and (iii)
from time-to-time to make transfer of certificates for the
Shares with the same authority and upon the same terms and
conditions as to such Shares as are more fully set forth in
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, registrar for registration of the Company's Common
Stock, or First Interstate Bank of California as co-registrar
of the Company's Common Stock, be, and hereby is, authorized
and directed to record when presented by First Chicago Trust
Company of New York and register transfers of certificates for
Shares to be issued as authorized by these resolutions, with
the same authority and upon the same terms and conditions as
to such Shares 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, except that certificates for such Shares shall bear a
legend restricting transfer under certain circumstances and
First Chicago Trust Company of New York shall register
transfers of such Shares only in accordance with the
requirements of such legend.
RESOLVED that the officers of the Company be, and
each of them hereby is, 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 with
its corporate seal or otherwise and to pay such fees and
expenses as, in their judgment, shall be proper or advisable
in order to carry out the
<PAGE> 8
intent and to accomplish the purposes of the foregoing
resolutions.
I further certify that the foregoing preamble and 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 13th day of June, 1997.
/s/ SHAWNA L. BARNARD
---------------------------
Shawna L. Barnard
Assistant Secretary
(CORPORATE SEAL)
