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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE WILLIAMS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 573-2000
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
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WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 573-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
MARLENE ALVA, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities; Preferred
Stock, $1 par value........... (2) (2) $1,000,000,000 $278,000
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II(D) under the
Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATES AS
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT WILL BE
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT BECOMES EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED OCTOBER 26, 1998
PROSPECTUS
THE WILLIAMS COMPANIES, INC.
$1,000,000,000
DEBT SECURITIES AND
PREFERRED STOCK
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We will provide the specific terms of each series or issue of securities in
supplements to this prospectus. You should read this prospectus and the
supplements carefully before you invest.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is [ ], 1998
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Securities offered in this prospectus. The Company has not included certain
portions of the Registration Statement in this Prospectus as permitted by the
Commission's rules and regulations. For further information, you should refer to
the Registration Statement and its exhibits. The Company is subject to the
informational requirements of the Securities Act of 1934, as amended (the
"Exchange Act"), and therefore files reports and other information with the
Commission.
You may inspect and copy the Registration Statement (with exhibits), as
well as such reports and other information filed by the Company with the
Commission, at the public reference facilities maintained by the Commission at
its principal offices at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and its regional offices at Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You may obtain information on the
operation of the Commission's public reference facilities by calling
1-800-SEC-0330. Information filed by the Company is also available at the
Commission's worldwide web site at http://www.sec.gov. You can also obtain these
materials at set rates from the Public Reference Section of the Commission at
its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS AND ITS SUPPLEMENT(S). WE HAVE NOT AUTHORIZED ANYONE
TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company is incorporating by reference its Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, ("Form 10-K"), the Company's
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1998
and June 30, 1998, and the Company's Current Reports on Form 8-K dated February
22, 1998, April 27, 1998, May 18, 1998, July 22, 1998 and October 21, 1998.
All documents filed by the Company pursuant to Section 13, 14 or 15(d) of
the Exchange Act after the date of this prospectus and prior to the termination
of this offering shall be deemed to be incorporated by reference in this
prospectus and to be a part of this prospectus from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this prospectus shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement in this prospectus or in any
subsequently filed document that also is or is deemed to be incorporated by
reference modifies or replaces such statement.
The Company will 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 incorporated by reference herein,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates. Written or oral requests for such copies should be directed to:
The Williams Companies, Inc., One Williams Center, Tulsa, Oklahoma 74172,
Attention: Corporate Secretary, (918) 573-2000.
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REPORTS TO HOLDERS OF DEBT SECURITIES
The Company is not required to furnish annual and quarterly reports to
holders of Debt Securities. The Company's annual report on Form 10-K containing
audited financial statements will be provided to holders of Debt Securities upon
request.
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THE WILLIAMS COMPANIES, INC.
The Williams Companies, Inc. is a holding company headquartered in Tulsa,
Oklahoma. Through its operating subsidiaries, the Company engages in natural gas
sales and transportation and related activities, including
- Natural gas gathering, processing and treating
- Transportation and terminaling of natural gas liquids, anhydrous ammonia,
crude oil and petroleum products
- Hydrocarbon exploration and production
- Ethanol production and marketing
- Crude oil refining
- Natural gas liquids storage
- Energy commodity marketing and trading
- Motor fuel and merchandise marketing through convenience stores
- Price risk management for the energy industry
The Company's communications subsidiaries offer communications technology and
services, including
- Data, voice and video services and products
- Advertising distribution services
- Video and multimedia services for the broadcast industry
- Enhanced facsimile and video-conferencing services
- Customer-premise voice and data equipment
- Network integration and management services
The Company conducts substantially all of its operations through
subsidiaries. The Company performs management, legal, financial, tax,
consultive, administrative and other services for its subsidiaries. The
Company's principal sources of cash are external financings, dividends and
advances from its subsidiaries, investments, payments by subsidiaries for
services rendered and interest payments from subsidiaries on cash advances. The
amount of dividends available to the Company from subsidiaries largely depends
upon each subsidiary's earnings and operating capital requirements. The terms of
certain subsidiaries' borrowing arrangements limit the transfer of funds to the
Company.
The Company was originally 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 Company maintains its principal executive offices at One Williams
Center, Tulsa, Oklahoma 74172 (telephone (918) 573-2000).
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, the net
proceeds from the sale of the Securities will be used for general corporate
purposes, including repayment of outstanding debt. The Company anticipates that
it will raise additional funds from time to time through debt financings,
including borrowings under the bank credit agreements of the Company.
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RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The following table represents the Company's consolidated ratio of earnings
to combined fixed charges and preferred stock dividend requirements for the
periods shown.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1998 --------------------------------
- ------------- 1997 1996 1995 1994 1993
--------------------------------
<S> <C> <C> <C> <C> <C>
1.77 2.32 2.58 2.15 2.21 2.62
</TABLE>
For current information on the Ratio of Earnings to Fixed Charges, please see
our most recent Form 10-K and 10-Q, see "Where You Can Find More Information."
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either senior or subordinated debt of
the Company and will be issued, in the case of Debt Securities that will be
senior debt, under an indenture (the "Senior Debt Indenture"), between the
Company and First National Bank of Chicago, as Trustee, and, in the case of Debt
Securities that will be subordinated debt, under an indenture (the "Subordinated
Debt Indenture"), between the Company and First National Bank of Chicago, as
Trustee. The Senior Debt Indenture and the Subordinated Debt Indenture are
sometimes hereinafter referred to individually as the "Indenture" and
collectively as the "Indentures." First National Bank of Chicago is referred to
in this Prospectus as the "Trustee." The forms of the Indentures are filed as
exhibits to the Registration Statement.
The following summaries of certain provisions of the Indentures and the
Debt Securities do not purport to be complete and such summaries are subject to
the detailed provisions of the applicable Indenture. For a full description of
such provisions, including the definitions of certain terms used herein, and for
other information regarding the Debt Securities, see the Indentures. Numerical
references in parentheses below are to sections in the applicable Indenture.
Wherever particular sections or defined terms of the applicable Indenture are
referred to, such sections or defined terms are incorporated herein by reference
as part of the statement made, and the statement is qualified in its entirety by
such reference. The Indentures are substantially identical, except for the
provisions relating to subordination and the Company's limitation on liens. See
"Subordinated Debt" and "Certain Covenants of the Company." Neither Indenture
contains any covenant or provision which affords debt holders protection in the
event of a highly leveraged transaction.
CERTAIN DEFINITIONS
Certain terms in Article One of the Senior Debt Indenture are summarized as
follows:
"Consolidated Funded Indebtedness" means the aggregate of all outstanding
Funded Indebtedness of the Company and its consolidated Subsidiaries, determined
on a consolidated basis in accordance with generally accepted accounting
principles.
"Consolidated Net Tangible Assets" means the total assets appearing on a
consolidated balance sheet of the Company and its consolidated Subsidiaries
less, in general:
- intangible assets;
- current and accrued liabilities (other than Consolidated Funded
Indebtedness and capitalized rentals or leases), deferred credits,
deferred gains and deferred income;
- reserves;
- advances to finance oil or natural gas exploration and development to the
extent that the indebtedness related thereto is excluded from Funded
Indebtedness;
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- an amount equal to the amount excluded from Funded Indebtedness
representing "production payment" financing of oil or natural gas
exploration and development; and
- minority stockholder interests.
"Funded Indebtedness" means any Indebtedness which matures more than one
year after the date the amount of Funded Indebtedness is being determined less
any such indebtedness as will be retired through or by means of any deposit or
payment required to be made within one year from such date under any prepayment
provision, sinking fund, purchase fund or otherwise. Funded Indebtedness does
not, however, include indebtedness of the Company or any of its Subsidiaries
incurred to finance outstanding advances to others to finance oil or natural gas
exploration and development to the extent that the latter are not in default in
their obligations to the Company or such Subsidiary. Such term also does not
include indebtedness of the Company or any of its Subsidiaries incurred to
finance oil or natural gas exploration and development through what is commonly
referred to as a "production payment" to the extent that the Company or any of
its Subsidiaries have not guaranteed the repayment of the production payment.
"Subsidiary" means any corporation at least a majority of the outstanding
securities of which having ordinary voting power is owned by the Company and/or
another Subsidiary or Subsidiaries.
GENERAL
Neither of the Indentures limits the amount of Debt Securities, debentures,
notes or other evidences of indebtedness that may be issued by the Company or
any of its Subsidiaries. The Debt Securities will be unsecured senior or
subordinated obligations of the Company. All of the operating assets of the
Company and its Subsidiaries are owned by its Subsidiaries. Therefore, the
Company's rights and the rights of the Company's creditors, including holders of
Debt Securities, to participate in the assets of any Subsidiary upon the
Subsidiary's liquidation or recapitalization will be subject to the prior claims
of the Subsidiary's creditors, except to the extent that the Company may itself
be a creditor with recognized claims against the Subsidiary. The ability of the
Company to pay principal of and interest on the Debt Securities is, to a large
extent, dependent upon the receipt by it of dividends or other payments from its
Subsidiaries.
The Indentures provide that Debt Securities may be issued from time to time
in one or more series and may be denominated and payable in foreign currencies
or units based on or relating to foreign currencies, including European Currency
Units. Special United States federal income tax considerations applicable to any
Debt Securities so denominated are described in the relevant Prospectus
Supplement.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Debt Securities (to the extent such terms are
applicable to such Debt Securities):
- classification as senior or subordinated Debt Securities;
- the specific designation, aggregate principal amount, purchase price and
denomination of such Debt Securities;
- currency or units based on or relating to currencies in which such Debt
Securities are denominated and/or in which principal, premium, if any,
and/or any interest will or may be payable;
- any date of maturity;
- interest rate or rates (or method by which such rate will be determined),
if any;
- the dates on which any such interest will be payable;
- the place or places where the principal of and interest, if any, on the
Debt Securities will be payable;
- any redemption or sinking fund provisions;
- whether the Debt Securities will be issuable in registered or bearer form
or both and, if Debt Securities in bearer form are issuable, restrictions
applicable to the exchange of one form for another and to the offer, sale
and delivery of Debt Securities in bearer form;
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- any applicable United States federal income tax consequences, including
whether and under what circumstances the Company will pay additional
amounts on Debt Securities held by a person who is not a U.S. Person (as
defined in the Prospectus Supplement) in respect of any tax, assessment
or governmental charge withheld or deducted, and if so, whether the
Company will have the option to redeem such Debt Securities rather than
pay such additional amounts; and
- any other specific terms of the Debt Securities, including any additional
events of default or covenants with respect to such Debt Securities.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Debt Securities in bearer form
and the coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities that bear interest will do so at a fixed rate or a floating
rate. Debt Securities bearing no interest or interest at a rate that at the time
of issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
relevant Prospectus Supplement.
REGISTERED GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Securities (a "Registered Global Security") that
will be deposited with a depositary (the "Depositary"), or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series. In
such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Securities. Unless and until
it is exchanged in whole or in part for Debt Securities in definitive registered
form, a Registered Global Security may not be transferred except as a whole by
the Depositary for such Registered Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Registered Global Security, the Depositary for such
Registered Global Security will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debt Securities
represented by such Registered Global Security to the accounts of persons that
have accounts with such Depositary ("participants"). The accounts to be credited
shall be designated by any underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in a
Registered Global Security will be limited to participants or persons that may
hold interests through participants. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of that ownership
will be effected only through records maintained by the Depositary for such
Registered Global Security (with respect to interests of participants) or by
participants or persons that hold through participants (with respect to
interests of persons other than participants).
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee will be considered the sole owner or holder of the Debt Securities
represented by such Registered Global Security for all purposes under the
applicable Indenture. Except as set forth below, owners of beneficial interests
in a Registered Global Security will be entitled to have the Debt Securities
represented by such Registered Global Security registered in their names,
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will not receive or be entitled to receive physical delivery of such Debt
Securities in definitive form and will not be considered the owners or holders
thereof under the applicable Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee as the
registered owner of such Registered Global Security. None of the Company, the
Trustees or any paying agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Registered
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Registered Global Security as shown on the records
of such Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Registered Global Security held through
such participants will be governed by standing instructions and customary
practices, as is now the case with the securities held for the accounts of
customers registered in "street names" and will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by the Company within ninety days, the
Company will issue such Debt Securities in definitive form in exchange for such
Registered Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for all of
the Registered Global Security or Securities representing such Debt Securities.
SENIOR DEBT
The Debt Securities and any coupons that will constitute part of the senior
debt of the Company will be issued under the Senior Debt Indenture and will rank
equally and pari passu with all other unsecured and unsubordinated debt of the
Company.
SUBORDINATED DEBT
The Debt Securities and any coupons that will constitute part of the
subordinated debt of the Company will be issued under the Subordinated Debt
Indenture and will be subordinate and junior in right of payment, to the extent
and in the manner set forth in the Subordinated Debt Indenture, to all "Senior
Indebtedness" of the Company. The Subordinated Debt Indenture defines "Senior
Indebtedness" as obligations (other than nonrecourse obligations, the
subordinated Debt Securities or any other obligations specifically designated as
being subordinate in right of payment to Senior Indebtedness) of, or guaranteed
or assumed by, the Company for borrowed money or evidenced by bonds, debentures,
notes or other similar instruments, and amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligation.
(Subordinated Debt Indenture, Section 1.1)
In general, the holders of all Senior Indebtedness shall first be entitled
to receive payment of the full amount unpaid thereon, or provision shall be made
for such payment, before the holders of any of the subordinated Debt Securities
or coupons are entitled to receive a payment on account of the principal or
interest on the indebtedness evidenced by such subordinated Debt Securities in
the event
(a) of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings in respect of the
Company or a substantial part of its property or
(b) that (i) a default shall have occurred with respect to the payment
of principal, premium, if any, or interest on or other monetary amounts due
and payable on any Senior Indebtedness or (ii) there shall have occurred an
event of default (other than a default in the payment of principal,
premium, if any, or interest, or other monetary amounts due and payable)
with respect to any Senior Indebtedness, as defined
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therein or in the instrument under which the same is outstanding,
permitting the holder or holders thereof to accelerate the maturity thereof
(with notice or lapse of time, or both), and such event of default shall
have continued beyond the period of grace, if any, in respect thereof, and
such event of default shall not have been cured or waived or shall not have
ceased to exist, or
(c) that the principal of and accrued interest on any series of the
subordinated Debt Securities shall have been declared due and payable upon
an event of default pursuant to Section 5.1 of the Subordinated Debt
Indenture and such declaration shall not have been rescinded and annulled
as provided therein.
If this Prospectus is being delivered in connection with a series of
subordinated Debt Securities, the accompanying Prospectus Supplement or the
information incorporated herein by reference will set forth the approximate
amount of Senior Indebtedness outstanding as of the end of the most recent
fiscal quarter.
CERTAIN COVENANTS OF THE COMPANY
Liens. The Senior Debt Indenture provides that, subject to certain
exceptions, the Company will not, nor will it permit any Subsidiary to, issue,
assume or guarantee any indebtedness secured by a mortgage, pledge, lien,
security interest or encumbrance ("mortgage") upon any of its properties without
effectively providing that the senior Debt Securities issued thereunder shall be
equally and ratably secured with such indebtedness. Among the exceptions are
- certain purchase money mortgages;
- certain preexisting mortgages on any property acquired or constructed by
the Company or a Subsidiary;
- certain mortgages created within one year after completion of such
acquisition or construction;
- certain mortgages created on any contract for the sale of products or
services related to the operation or use of any property acquired or
constructed within one year after completion of such acquisition or
construction;
- mortgages on property of a Subsidiary existing at the time it became a
Subsidiary of the Company; and
- mortgages, other than as specifically excepted, in an aggregate amount
which, at the time of, and after giving effect to, the incurrence does
not exceed 5 percent of Consolidated Net Tangible Assets (Senior Debt
Indenture, Section 3.6)
Consolidation, Merger, Conveyance of Assets. Each Indenture provides, in
general, that the Company will not consolidate with or merge into any other
entity or convey, transfer or lease its properties and assets substantially as
an entirety to any person, unless the corporation, limited liability company,
limited partnership, joint stock company or trust formed by such consolidation
or into which the Company is merged or the person which acquires such assets
shall expressly assume the Company's obligations under such Indenture and the
Debt Securities issued thereunder, and, immediately after giving effect to such
transaction, no event of default, and no event which, after notice or lapse of
time or both, would become an event of default, shall have happened and be
continuing. (Section 9.1)
Event Risk. Except for the limitations on liens described above, neither
Indenture nor the Debt Securities contains any covenants or other provisions
designed to afford holders of the Debt Securities protection in the event of a
highly leveraged transaction involving the Company.
EVENT OF DEFAULT
In general, an Event of Default is defined under each Indenture with
respect to Debt Securities of any series issued under such Indenture as being:
(a) default in payment of any principal of the Debt Securities of such
series, either at maturity, upon any redemption, by declaration or
otherwise;
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(b) default for 30 days in payment of any interest on any Debt
Securities of such series unless otherwise provided;
(c) default for 90 days after written notice in the observance or
performance of any covenant or warranty in the Debt Securities of such
series or such series or such Indenture other than (i) default in or breach
of a covenant which is dealt with otherwise below or, (ii) if certain
conditions are met, if the Events of Default described in this clause (c)
are the result of changes in generally accepted accounting principles; or
(d) certain events of bankruptcy, insolvency or reorganization of the
Company. (Section 5.1)
In general, each Indenture provides that, (a) if an Event of Default
described in clause (a) or (b) above or in (c) above with respect to less than
all series of Debt Securities then outstanding occurs, the Trustee or the
holders of not less than 25 percent in principal amount of the Debt Securities
of each affected series (treated as one class) issued under such Indenture and
then outstanding may then declare the entire principal of all Debt Securities of
each such affected series and interest accrued thereon to be due and payable
immediately and (b) if an Event of Default due to a default described in clause
(c) above which is applicable to all series of Debt Securities then outstanding
or due to certain events of bankruptcy, insolvency and reorganization of the
Company, shall have occurred and be continuing, the Trustee or the holders of
not less than 25 percent in principal amount of all Debt Securities issued under
such Indenture and then outstanding (treated as one class) may declare the
entire principal of all such Debt Securities and interest accrued thereon to be
due and payable immediately. Upon certain conditions such declarations may be
annulled and the past defaults may be waived (except a continuing default in
payment of principal of, premium, if any, or interest on such Debt Securities)
by the holders of a majority in aggregate principal amount of the Debt
Securities of all such affected series then outstanding. (Sections 5.1 and 5.10)
Each Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the holders of Debt Securities (treated as one class)
issued under such Indenture before proceeding, at the request of such holders,
to exercise any right or power under such Indenture. (Section 6.2) Subject to
such provisions in each Indenture for the indemnification of the Trustee and
certain other limitations, the holders of a majority in aggregate principal
amount of the outstanding Debt Securities of each series affected (treated as
one class) issued under such Indenture may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee. (Section 5.9)
In general, each Indenture provides that no holder of Debt Securities
issued under such Indenture may institute any action against the Company under
such Indenture (except actions for payment of principal or interest on or after
the due date provided) unless such holder previously shall have given to the
Trustee written notice of default and continuance thereof and unless the Holders
of not less than 25 percent in principal amount of the Debt Securities of each
affected series (treated as one class) issued under such Indenture and then
outstanding shall have requested the Trustee to institute such action and shall
have offered the Trustee reasonable indemnity and the Trustee shall not have
instituted such action within 60 days of such request and the Trustee shall not
have received direction inconsistent with such written request by the holders of
a majority in principal amount of the Debt Securities of each affected series
(treated as one class) issued under such Indenture and then outstanding.
(Section 5.6, 5.7 and 5.9)
Each Indenture contains a covenant that the Company will file annually with
the Trustee a certificate of no default or a certificate specifying any default
that exists. (Section 3.5)
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under each Indenture
as set forth below. (Section 10.1)
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to holders of any series of Debt Securities issued under such
Indenture which have not already been delivered to the Trustee for
10
<PAGE> 12
cancellation and which have either become due and payable or are by their terms
due and payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee cash or, in the case of Debt Securities
payable only in U.S. dollars, U.S. Government Obligations (as defined in such
Indenture) as trust funds in an amount certified to be sufficient to pay at
maturity (or upon redemption) the principal of and interest on such Debt
Securities.
The Company may also, upon satisfaction of the conditions listed below,
discharge certain obligations to holders of any series of Debt Securities issued
under such Indenture at any time ("defeasance"). Under terms satisfactory to the
Trustee the Company may instead be released with respect to any outstanding
series of Debt Securities issued under the relevant Indenture from the
obligations imposed by Sections 3.6 and 9.1, in the case of the Senior Debt
Indenture, and Section 9.1, in the case of the Subordinated Debt Indenture
(which contain the covenants described above limiting liens and consolidations,
mergers and conveyances of assets), and omit to comply with such Sections
without creating an Event of Default ("Covenant Defeasance"). Defeasance or
Covenant Defeasance may be effected only if, among other things:
(i) the Company irrevocably deposits with the Trustee cash or, in the
case of Debt Securities payable only in U.S. dollars, U.S. Government
Obligations, as trust funds in an amount certified to be sufficient to pay
at maturity (or upon redemption) the principal of and interest on all
outstanding Debt Securities of such series issued under such Indenture;
(ii) the Company delivers to the Trustee an opinion of counsel to the
effect that the holders of such series of Debt Securities will not
recognize income, gain or loss for United States federal income tax
purposes as a result of such defeasance or covenant defeasance and will be
subject to United States federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if defeasance
or covenant defeasance had not occurred. In the case of a defeasance, such
opinion must be based on a ruling of the Internal Revenue Service or a
change in United States federal income tax law occurring after the date of
such Indenture, since such a result would not occur under current tax law;
and
(iii) in the case of the Subordinated Debt Indenture (a) no event or
condition shall exist that, pursuant to certain provisions described under
"Subordinated Debt" above, would prevent the Company from making payments
of principal of or interest on the subordinated Debt Securities at the date
of the irrevocable deposit referred to above or at any time during the
period ending on the 91st day after such deposit date and (b) the Company
delivers to the Trustee for the Subordinated Debt Indenture an opinion of
counsel to the effect that (1) the trust funds will not be subject to any
rights of holders of Senior Indebtedness and (2) after the 91st day
following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally, except that, if a court were to rule
under any such law in any case or proceeding that the trust funds remained
property of the Company, then no opinion is given as to the effect of such
laws on the trust funds except as set forth in the Subordinated Indenture
relating to (i) the Trustee's valid and perfected security interest in such
trust funds; (ii) adequate protection of holders of the Subordinated Debt
Securities interests in such funds; and (iii) no prior rights of holders of
Senior Debt Securities in property or interests granted to the Trustee or
holders of the Subordinated Debt Securities in exchange for or with respect
to such trust funds.
MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee may enter into
supplemental indentures (which conform to the provisions of the Trust Indenture
Act of 1939) without the consent of the holders to, in general: (a) secure any
Debt Securities; (b) evidence the assumption by a successor person of the
obligations of the Company; (c) add further covenants for the protection of the
holders; (d) cure any ambiguity or correct any inconsistency in such Indenture,
so long as such action will not adversely affect the interests of the holders;
(e) establish the form or terms of Debt Securities of any series; and (f)
evidence the acceptance of appointment by a successor trustee. (Section 8.1)
11
<PAGE> 13
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than the majority in
principal amount of Debt Securities of each series issued under such Indenture
then outstanding and affected (voting as one class) to, in general, add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the holders of the Debt
Securities of each series so affected; provided that such changes conform to the
Trust Indenture Act of 1939 and provided that the Company and the Trustee may
not, without the consent of each holder of outstanding Debt Securities affected
thereby, (a) extend the final maturity of the principal of any Debt Securities,
or reduce the principal amount thereof or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof
or change the currency in which the principal thereof (including any amount in
respect of original issue discount) or interest thereon is payable, or reduce
the amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or alter certain provisions of such Indenture relating to
Debt Securities not denominated in U.S. dollars or for which conversion to
another currency is required to satisfy the judgment of any court, or impair the
right to institute suit for the enforcement of any payment on any Debt
Securities when due or (b) reduce the aforesaid percentage in principal amount
of Debt Securities of any series issued under such Indenture, the consent of the
holders of which is required for any such modification. (Section 8.2)
The Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding subordinated Debt Securities without the
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby. (Subordinated Debt Indenture, Section 8.6)
CONCERNING THE TRUSTEE
The Trustee is one of a number of banks with which the Company, its parent
and its Subsidiaries maintain ordinary banking relationships and with which the
Company and its Subsidiaries and Affiliates maintain credit facilities.
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
Debt Securities in bearer form ("Bearer Debt Securities") are subject to
special U.S. tax requirements and may not be offered, sold or delivered within
the United States or its possessions or to a U.S. person, except in certain
transactions permitted by U.S. tax regulations. Investors should consult the
Prospectus Supplement in the event that Bearer Debt Securities are issued for
special procedures and restrictions that will apply to such an offering.
DESCRIPTION OF PREFERRED STOCK
Under the Company's Certificate of Incorporation, as amended, the Company
is authorized to issue up to 30,000,000 shares of Preferred Stock, par value
$1.00 per share, in one or more series. At June 30, 1998, approximately two
million (2,000,000) shares of Preferred Stock were outstanding. The following
description of Preferred Stock sets forth certain general terms and provisions
of the series of Preferred Stock to which any Prospectus Supplement may relate.
Certain other terms of a particular series of Preferred Stock will be described
in the Prospectus Supplement relating to such series of Preferred Stock. If so
indicated in the Prospectus Supplement relating thereto, the terms of any such
series of Preferred Stock may differ from the terms set forth below. The
description of Preferred Stock set forth below and the description of the terms
of a particular series of Preferred Stock set forth in the Prospectus Supplement
thereto do not purport to be complete and are qualified in their entirety by
reference to the Certificate of Incorporation and to the certificate of
designation relating to that series.
The rights of the holders of each series of Preferred Stock will be
subordinate to those of the Company's general creditors.
12
<PAGE> 14
GENERAL
The designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof, of the Preferred Stock of each series shall be such as are stated and
expressed in the Certificate of Incorporation and, to the extent not stated and
expressed therein, shall be such as may be fixed by the certificate of
designation relating to such series. A Prospectus Supplement, relating to each
series, shall specify the terms of the Preferred Stock as follows:
(a) the distinctive designation of such series and the number of
shares which shall constitute such series;
(b) the rate of dividends, if any, payable on shares of such series,
the dates, if any, from which such dividends shall accrue, the dates when
such dividends shall be payable, and whether such dividends shall be
cumulative or noncumulative;
(c) the amounts which the holders of the Preferred Stock of such
series shall be entitled to be paid in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Company;
(d) whether or not the Preferred Stock of such series shall be
redeemable and at what times and under what conditions and the amount or
amounts payable thereon in the event of redemption.
The Prospectus Supplement may, in a manner not inconsistent with the
provisions of the Certificate of Incorporation,
- limit the number of shares of such series which may be issued;
- provide for a sinking fund for the purchase or redemption or a purchase
fund for the purchase of shares of such series and the terms and
provisions governing the operation of any such fund and the status as to
reissue of shares of Preferred Stock purchased or otherwise reacquired or
redeemed or retired through the operation thereof;
- grant voting rights to the holder of shares of such series, in addition
to and not inconsistent with those granted by the Certificate of
Incorporation to the holders of Preferred Stock;
- impose conditions or restrictions, upon the creation of indebtedness of
the Company or upon the issue of additional Preferred Stock or other
capital stock ranking equally therewith or prior thereto as to dividends
or distribution of assets on liquidation;
- impose conditions or restrictions upon the payment of dividends upon, or
the making of other distributions to, or the acquisition of, junior
stock;
- grant to the holders of the Preferred Stock of such series the right to
convert such stock into shares of another series or class of capital
stock; and
- grant such other special rights to the holders of shares of such series
as the Board of Directors may determine and as shall not be inconsistent
with the provisions of the Certificate of Incorporation.
DIVIDENDS
Subject to any limitations specified in the certificate of designation
providing for the issuance thereof, the holders of the Preferred Stock of any
series shall be entitled to receive, when and as declared by the Board of
Directors, preferential dividends in cash, at the rate per annum, if any, fixed
for such series, payable on such dates as may be specified in the certificate of
designation providing for the issuance of Preferred Stock of such series, to
stockholders of record on a date, preceding each such dividend payment date,
fixed for the purpose by the Board of Directors in advance of payment of each
particular dividend. Each share of Preferred Stock shall rank on a parity with
each other share of Preferred Stock, irrespective of series, with respect to
preferential dividends accrued on the shares of such series, and no dividend
shall be declared or paid or set apart for payment for the Preferred Stock of
any series unless at the same time a dividend in like proportion to the
dividends accrued upon the Preferred Stock of each other series shall be
declared or paid or set apart for
13
<PAGE> 15
payment, as the case may be, on Preferred Stock of each other series then
outstanding; but this does not prevent the authorization or issuance of one or
more series of Preferred Stock bearing dividends subject to contingencies as to
the existence or amount of earnings of the Company during one or more fiscal
periods, or as to other events, to which dividends on other series of Preferred
Stock are not subject.
So long as any shares of Preferred Stock shall remain outstanding, in no
event shall any dividends whatsoever, whether in cash, stock or otherwise, be
paid or declared, or any distribution be made on any class of junior stock, nor
shall any shares of Preferred Stock (subject to certain limited exceptions) or
junior stock be purchased, retired or otherwise acquired for a valuable
consideration by the Company, unless all dividends accrued on outstanding shares
of Preferred Stock for all past dividend periods shall have been paid, or
declared and a sum sufficient for the payment thereof set apart.
The ability of the Company, as a holding company, to pay dividends on the
Preferred Stock will depend upon the payment of dividends, interest or other
charges by subsidiaries to it. Debt instruments of certain subsidiaries of the
Company limit the amount of payments to the Company which could affect the
amount of funds available to the Company to pay dividends on the Preferred
Stock.
First Chicago Trust Company of New York is the registrar, transfer agent
and dividend disbursing agent for the shares of the Preferred Stock.
REDEMPTION
The Company, at the option of the Board of Directors, may redeem all or any
part of the Preferred Stock of any series which by its terms is redeemable, at
the time or times and on the terms and conditions fixed for such series, upon
notice duly given in the manner provided in the certificate of designation
providing for such series, by paying therefor in cash the sum fixed for such
series, together, in each case, with an amount equal to accrued and unpaid
dividends thereon. The certificate of designation providing for a series subject
to redemption may provide that when notice of redemption of all or part of the
shares of such series shall have been given, and the redemption price of such
shares, together with accrued dividends to the date fixed as the redemption
date, has been set aside by the Company, or deposited with a suitable
depositary, for the pro rata benefit of the holders of the shares called for
redemption, then the shares so called shall no longer be deemed outstanding, and
all rights with respect to such shares, including the accrual of further
dividends, other than the right to receive the redemption price of such shares
without interest, shall cease.
VOTING RIGHTS
Except as stated herein or expressly provided by law or except as may be
provided for any series of Preferred Stock by the certificate of designation
relating thereto, the Preferred Stock shall have no right or power to vote on
any question or in any proceeding or to be represented at or to receive notice
of any meeting of stockholders. On any matters on which the holders of the
Preferred Stock or any series thereof shall be entitled to vote separately as a
class or series, they shall be entitled to one vote for each share held.
So long as any shares of Preferred Stock are outstanding, the Company shall
not, without the consent of the holders of at least a majority of the number of
shares of the Preferred Stock at the time outstanding, given in person or by
proxy, either in writing or by vote at any annual meeting, or any special
meeting called for the purpose, purchase, redeem or otherwise acquire for value
any shares of the Preferred Stock or of any other stock ranking on a parity with
the Preferred Stock in respect of dividends or distribution of assets on
liquidation during the continuance of any default in the payment of dividends on
the Preferred Stock.
LIQUIDATION RIGHTS
In the event of any liquidation, dissolution or winding up of the affairs
of the Company, voluntary or involuntary, then, before any distribution or
payment can be made to the holders of any class of stock of the Company ranking
junior to the Preferred Stock as to dividends or distribution of assets on
liquidation, the holders of the Preferred Stock of the respective series shall
be entitled to be paid in full the respective amount fixed, with respect to
liquidation, dissolution or winding up, voluntary or involuntary, as the case
may be, in the
14
<PAGE> 16
certificate of designation providing for the issue of shares of such series,
plus a sum equal to all accrued and unpaid dividends thereon to the date of
payment thereof. After such payment shall have been made in full to the holders
of the Preferred Stock, the remaining assets and funds of the Company shall be
distributed among the holders of the stocks of the Company ranking junior to the
Preferred Stock according to their respective rights. In the event that the
assets of the Company available for distribution to holders of Preferred Stock
shall not be sufficient to make the payment herein required to be made in full,
such assets shall be distributed to the holders of the respective shares of
Preferred Stock pro rata in proportion to the amounts payable upon each share
thereof.
PLAN OF DISTRIBUTION
The Company may sell the Securities in the following ways: (in) through
agents; (ii) through underwriters; (iii) through dealers; and (iv) directly to
purchasers.
Offers to purchase the Securities may be solicited by agents designated by
the Company from time to time. The Prospectus Supplement will name any such
agent who may be deemed to be an underwriter, as that term is defined in the
Securities Act, involved in the offer or sale of the Securities in respect of
which this Prospectus is delivered and will set forth any commissions payable by
the Company to such agent. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
If any underwriters are utilized in the sale, the Company will enter into
an underwriting agreement with such underwriters at the time of sale to them and
the Prospectus Supplement which will be used by the underwriter to make resales
to the public of the Securities in respect of which this Prospectus is delivered
will set forth the names of the underwriters and the terms of the transaction.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
The Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing arrangement upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for the Company. Any remarketing firm will
be identified and the terms of its agreement, if any, with the Company and its
compensation will be described in the Prospectus Supplement. Remarketing firms
may be deemed to be underwriters in connection with the Securities remarketed
thereby. Remarketing firms may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase the Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future. Such contracts will
be subject to only those conditions set forth in the Prospectus Supplement, and
the Prospectus Supplement will set forth the commission payable for solicitation
of such offers.
15
<PAGE> 17
Each series of Debt Securities offered will be a new issue of securities
and will have no established trading market. Such Debt Securities offered may or
may not be listed on a national securities exchange. No assurance can be given
as to the liquidity of or the existence of trading markets for any Debt
Securities offered.
Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the Securities.
Specifically, the underwriters, if any, may overallot in connection with the
offering, and may bid for, and purchase, the Securities in the open market.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Current Report on Form 8-K dated May 18, 1998, for the three
years ended December 31, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference, which is based in part on the report of
Deloitte & Touche LLP, independent auditors, on the consolidated financial
statements of MAPCO Inc. for the three year period ended December 31, 1997
appearing in the Current Report on Form 8-K of the Company dated May 18, 1998
and incorporated herein by reference (which report expresses an unqualified
opinion and includes explanatory paragraphs relating to certain litigation to
which MAPCO Inc. is a defendant and the change in its method of accounting for
business process reengineering activities to conform to the consensus reached by
the Emerging Issues Task Force in Issue No. 97-13). Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms 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 Section 13,
14 or 15(d) of the Exchange 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
Securities and Exchange Commission) given upon the authority of such independent
auditors as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the Securities offered hereby will
be passed upon for the Company by William G. von Glahn, Senior Vice President
and General Counsel of the Company, and for the Underwriters by Davis Polk &
Wardwell, New York, New York. Mr. von Glahn beneficially owns approximately
100,706 shares of the Company's Common Stock and also has exercisable options to
purchase an additional 80,504 shares of the Company's Common Stock. Pursuant to
its By-laws, the Company 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 offer of the Company. The Company also
maintains directors' and officers' liability insurance under which Mr. von Glahn
is insured against certain expenses and liabilities.
16
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of the fees and
expenses payable by the Company in connection with the offering described in
this Registration Statement:
<TABLE>
<CAPTION>
APPROXIMATE
AMOUNT
-----------
<S> <C>
Securities and Exchange Commission registration fee......... $278,000
Printing and engraving expenses............................. 50,000
Accounting fees and expenses................................ 25,000
Legal fees and expenses..................................... 30,000
Trustees' fees.............................................. 12,000
Fees of rating agencies..................................... 50,000
Miscellaneous expenses...................................... 30,000
--------
TOTAL............................................. $475,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The By-laws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware. In
addition, the Company has entered into indemnity agreements with its directors
and certain officers providing for, among other things, the indemnification of
and the advancing of expenses to such individuals to the fullest extent
permitted by law, and to the extent insurance is maintained, for the continued
coverage of such individuals.
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
the Registration Statement on Form S-3 dated September 8,
1997).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to
the Registration Statement on Form S-3 dated September 8,
1997).
*4.1 -- Form of Senior Debt Indenture (filed as Exhibit 4.1 to
the Registration Statement on Form S-3 dated September 8,
1997).
*4.2 -- Form of Subordinated Debt Indenture (filed as Exhibit 4.2
to the Registration Statement on Form S-3 dated September
8, 1997).
</TABLE>
II-1
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.3 -- Form of Floating Rate Senior Note (filed as Exhibit 4.3
to the Registration Statement on Form S-3 dated September
8, 1997).
*4.4 -- Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to
the Registration Statement on Form S-3 dated September 8,
1997).
*4.5 -- Form of Floating Rate Subordinated Note (filed as Exhibit
4.5 to the Registration Statement on Form S-3 dated
September 8, 1997).
*4.6 -- Form of Fixed Rate Subordinated Note (filed as Exhibit
4.6 to the Registration Statement on Form S-3 dated
September 8, 1997).
*4.7 -- Restated Certificate of Incorporation of the Company
(filed as Exhibit 4(a) to Form 8-B Registration
Statement, filed August 20, 1987).
*4.8 -- Certificate of Amendment of Restated Certificate of
Incorporation, dated February 26, 1998 (filed as Exhibit
3(d) to Form 10-K for the fiscal year ended December 31,
1997).
*4.9 -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 16, 1997 (filed as Exhibit 4.3
to the Registration Statement on Form S-8 filed November
21, 1997).
*4.10 -- 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).
*4.11 -- 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).
*4.12 -- 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).
*4.13 -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock, dated
December 31, 1997, (filed as Exhibit 3(g) to Form 10-K
for the fiscal year ended December 31, 1997).
*4.14 -- Rights Agreement, dated as of February 6, 1996, between
the Company and First Chicago Trust Company of New York
(filed as Exhibit 4 to the Company's
Form 8-K, filed January 24, 1996).
*4.15 -- By-laws of the Company, as amended (filed, as amended, as
Exhibit 3 to
Form 10-Q for the quarter ended September 30, 1996).
*4.16 -- 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 (9.10%-9.31%), due 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).
*4.17 -- U.S. $1,000,000,000 Second Amended and Restated Credit
Agreement, dated as of July 23, 1997, among the Company
and certain of its subsidiaries, and the lenders named
therein and Citibank, N.A., as agent (filed as Exhibit
4.16 to the Registration Statement on Form S-3 dated
September 8, 1997).
</TABLE>
II-2
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.18 -- Form of Senior Debt Indenture between the Company and The
First National Bank of Chicago, Trustee, relating to
6.50% Notes due 2002; 6.625% Notes due 2004; floating
rate notes due 2000; 6 1/8% Notes due 2001; and 6 1/8%
Mandatory Putable/ Remarketable Securities due 2012
(filed as Exhibit 4.1 to Registration Statement on Form
S-3 filed September 8, 1997).
*4.19 -- 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).
5 -- Opinion and consent of counsel of the Company, relating
to the validity of the Securities.
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 in the Company's Current Report on Form 8-K
dated May 18, 1998, and as Exhibit 12 to the Company's
Form 10-Q for the quarter ended June 30, 1998).
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of counsel (contained in Exhibit 5).
24.1 -- Powers of Attorney.
24.2 -- Certified copy of resolutions authorizing signatures
pursuant to powers of attorney.
25.1 -- Statement of Eligibility and Qualification on Form T-1
for Senior Debt Indenture.
25.2 -- Statement of Eligibility and Qualification on Form T-1
for Subordinated Debt Indenture.
</TABLE>
- ---------------
* 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) of 15(d) of the Exchange Act 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.
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;
(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 thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (sec.230,424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
II-3
<PAGE> 21
(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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, 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 Securities 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.
II-4
<PAGE> 22
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 and State of Oklahoma on the 26th day of
October, 1998.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By: /s/ SHAWNA L. GEHRES
-----------------------------------------
Shawna L. Gehres
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 and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KEITH E. BAILEY Chairman of the Board &
- ----------------------------------------------------- President (principal
Keith E. Bailey* executive officer)
/s/ JACK D. MCCARTHY Senior Vice President,
- ----------------------------------------------------- Treasurer & Assistant
Jack D. McCarthy* Secretary (principal
financial officer)
/s/ GARY R. BELITZ Controller (principal
- ----------------------------------------------------- accounting officer)
Gary R. Belitz*
/s/ GLENN A. COX Director October 26, 1998
- -----------------------------------------------------
Glenn A. Cox
/s/ THOMAS H. CRUIKSHANK Director
- -----------------------------------------------------
Thomas H. Cruikshank
/s/ WILLIAM E. GREEN Director
- -----------------------------------------------------
William E. Green
/s/ PATRICIA L. HIGGINS Director
- -----------------------------------------------------
Patricia L. Higgins
/s/ W. R. HOWELL Director
- -----------------------------------------------------
W. R. Howell
/s/ ROBERT J. LAFORTUNE Director
- -----------------------------------------------------
Robert J. Lafortune
</TABLE>
II-5
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JAMES C. LEWIS Director
- -----------------------------------------------------
James C. Lewis
/s/ JACK A. MACALLISTER Director
- -----------------------------------------------------
Jack A. MacAllister
/s/ FRANK T. MACINNIS Director
- -----------------------------------------------------
Frank T. MacInnis
/s/ PETER C. MEINIG Director
- -----------------------------------------------------
Peter C. Meinig
/s/ KAY A. ORR Director October 26, 1998
- -----------------------------------------------------
Kay A. Orr
/s/ GORDON R. PARKER Director
- -----------------------------------------------------
Gordon R. Parker
/s/ JOSEPH H. WILLIAMS Director
- -----------------------------------------------------
Joseph H. Williams
*By /s/ SHAWNA L. GEHRES
-------------------------------------------------
Shawna L. Gehres
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
the Registration Statement on Form S-3 dated September 8,
1997).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to
the Registration Statement on Form S-3 dated September 8,
1997).
*4.1 -- Form of Senior Debt Indenture (filed as Exhibit 4.1 to
the Registration Statement on Form S-3 dated September 8,
1997).
*4.2 -- Form of Subordinated Debt Indenture (filed as Exhibit 4.2
to the Registration Statement on Form S-3 dated September
8, 1997).
*4.3 -- Form of Floating Rate Senior Note (filed as Exhibit 4.3
to the Registration Statement on Form S-3 dated September
8, 1997).
*4.4 -- Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to
the Registration Statement on Form S-3 dated September 8,
1997).
*4.5 -- Form of Floating Rate Subordinated Note (filed as Exhibit
4.5 to the Registration Statement on Form S-3 dated
September 8, 1997).
*4.6 -- Form of Fixed Rate Subordinated Note (filed as Exhibit
4.6 to the Registration Statement on Form S-3 dated
September 8, 1997).
*4.7 -- Restated Certificate of Incorporation of the Company
(filed as Exhibit 4(a) to Form 8-B Registration
Statement, filed August 20, 1987).
*4.8 -- Certificate of Amendment of Restated Certificate of
Incorporation, dated February 26, 1998 (filed as Exhibit
3(d) to Form 10-K for the fiscal year ended December 31,
1997).
*4.9 -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 16, 1997 (filed as Exhibit 4.3
to the Registration Statement on Form S-8 filed November
21, 1997).
*4.10 -- 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).
*4.11 -- 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).
*4.12 -- 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).
*4.13 -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock, dated
December 31, 1997, (filed as Exhibit 3(g) to Form 10-K
for the fiscal year ended December 31, 1997).
*4.14 -- Rights Agreement, dated as of February 6, 1996, between
the Company and First Chicago Trust Company of New York
(filed as Exhibit 4 to the Company's
Form 8-K, filed January 24, 1996).
*4.15 -- By-laws of the Company, as amended (filed, as amended, as
Exhibit 3 to
Form 10-Q for the quarter ended September 30, 1996).
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.16 -- 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 (9.10%-9.31%), due 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).
*4.17 -- U.S. $1,000,000,000 Second Amended and Restated Credit
Agreement, dated as of July 23, 1997, among the Company
and certain of its subsidiaries, and the lenders named
therein and Citibank, N.A., as agent (filed as Exhibit
4.16 to the Registration Statement on Form S-3 dated
September 8, 1997).
*4.18 -- Form of Senior Debt Indenture between the Company and The
First National Bank of Chicago, Trustee, relating to
6.50% Notes due 2002; 6.625% Notes due 2004; floating
rate notes due 2000; 6 1/8% Notes due 2001; and 6 1/8%
Mandatory Putable/ Remarketable Securities due 2012
(filed as Exhibit 4.1 to Registration Statement on Form
S-3 filed September 8, 1997).
*4.19 -- 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).
5 -- Opinion and consent of counsel of the Company, relating
to the validity of the Securities.
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 in the Company's Current Report on Form 8-K
dated May 18, 1998, and as Exhibit 12 to the Company's
Form 10-Q for the quarter ended June 30, 1998).
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of counsel (contained in Exhibit 5).
24.1 -- Powers of Attorney.
24.2 -- Certified copy of resolutions authorizing signatures
pursuant to power of attorney.
25.1 -- Statement of Eligibility and Qualification on Form T-1
for Senior Debt Indenture.
25.2 -- Statement of Eligibility and Qualification on Form T-1
for Subordinated Debt Indenture.
</TABLE>
- ---------------
* 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
October 26, 1998
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Gentlemen:
You have requested me, as General Counsel of The Williams Companies,
Inc., to render my opinion regarding certain matters in connection with the
preparation and filing of a registration statement by The Williams Companies,
Inc. (the "Company") on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to $1,000,000,000 aggregate
initial offering price of debt securities (the "Debt Securities") or preferred
stock (the "Preferred Stock" and collectively with the Debt Securities, the
"Securities"). The Debt Securities are to be issued from time to time as senior
or subordinated indebtedness of the Company under a senior debt indenture and a
subordinated debt indenture between the Company and First Chicago Trust Company,
as trustee (the "Indentures"). The form of the Indentures and the Debt
Securities are filed as exhibits to the Registration Statement.
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. In addition, I am, or someone under my
supervision is, familiar with the forms of the Indentures and the Debt
Securities.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that, with respect
to the Debt Securities, when the remaining terms are set by an officer of the
Company pursuant to the authority granted such officer by the Board of Directors
of the Company, the Indentures have been duly executed and delivered and the
Securities, when sold, will have been duly issued in accordance with the
provisions of the Indentures and duly paid for by the purchasers thereof and,
with respect to the Preferred Stock, when the remaining terms are set by an
officer of the Company pursuant to the authority granted such officer by the
Board of Directors of the Company and have been duly issued and delivered by the
Company, all required corporate action will have been taken with respect to the
issuance and sale of the Securities, and the Securities will have been validly
issued and will constitute valid and binding obligations of the Company
enforceable in accordance with their terms, except as enforceability may be
<PAGE> 2
The Williams Companies
Page 2
limited by bankruptcy, insolvency, reorganization or other laws relative to or
affecting generally the enforcement of creditor's rights and by principles of
equity.
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) and related Prospectus of The Williams
Companies, Inc. for the registration of $1 billion of debt securities and/or
preferred stock and to the incorporation by reference therein of our report
dated April 3, 1998, with respect to the consolidated financial statements and
schedule of The Williams Companies, Inc. for the three years ended December 31,
1997, which have been restated to reflect the combined operations of The
Williams Companies, Inc. and MAPCO Inc., included in The Williams Companies,
Inc. Current Report on Form 8-K dated May 18, 1998, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
October 23, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Williams Companies, Inc. on Form S-3 of our report dated January 27, 1998
(March 3, 1998, as to Notes 2 and 16 to the MAPCO Inc. consolidated financial
statements) with respect to the consolidated financial statements of MAPCO
Inc., which report includes explanatory paragraphs relating to certain
litigation to which MAPCO Inc. is a defendant and the change in its method of
accounting for business process reengineering activities to conform to the
consensus reached by the Emerging Issues Task Force in Issue No. 97-13,
appearing in the Current Report on Form 8-K of The Williams Companies, Inc.
dated May 18, 1998 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Tulsa, Oklahoma
October 23, 1998
<PAGE> 1
Exhibit 24.1a
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. GEHRES 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 of debt
securities of Williams with an initial aggregate offering price not to exceed
six hundred million dollars ($600,000,000), and any and all 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. GEHRES 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 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 26th day of July, 1998.
/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/ WILLIAM E. GREEN /s/ PATRICIA L. HIGGINS
- ------------------------------- -------------------------------
William E. Green Patricia L. Higgins
Director Director
/s/ W. R. HOWELL /s/ ROBERT J. LaFORTUNE
- ------------------------------- -------------------------------
W. R. Howell Robert J. LaFortune
Director Director
/s/ JAMES C. LEWIS /s/ JACK A. MacALLISTER
- ------------------------------- -------------------------------
James C. Lewis Jack A. MacAllister
Director Director
/s/ FRANK T. MacINNIS /s/ PETER C. MEINIG
- ------------------------------- -------------------------------
Frank T. MacInnis 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
ATTEST: Senior Vice President
/s/ DAVID M. HIGBEE
- ----------------------------
David M. Higbee
Secretary
<PAGE> 3
Exhibit 24.1b
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. GEHRES 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 of debt
securities of Williams with an initial aggregate offering price not to exceed
one billion dollars ($1,000,000,000) and/or not more than eight hundred million
($800,000,000) aggregate principal amount of preferred securities of Williams,
and any and all 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. GEHRES 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 thereto and any and all
instruments necessary or incidental in connection therewith.
Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed by
any of them hereunder shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
to all intents and purposes as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 21st day of May, 1998.
/s/ KEITH E. BAILEY /s/ JACK E. 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> 4
Page 2
/s/ GLENN A. COX THOMAS H. CRUIKSHANK
- ------------------------------- -------------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ WILLIAM E. GREEN /s/ PATRICIA L. HIGGINS
- ------------------------------- -------------------------------
William E. Green Patricia L. Higgins
Director Director
/s/ W. R. Howell /s/ ROBERT J. LaFORTUNE
- ------------------------------- -------------------------------
W. R. Howell Robert J. LaFortune
Director Director
/s/ JAMES C. LEWIS /s/ JACK A. MacALLISTER
- ------------------------------- -------------------------------
James C. Lewis Jack A. MacAllister
Director Director
/s/ FRANK T. MacINNIS /s/ PETER C. MEINIG
- ------------------------------- -------------------------------
Frank T. MacInnis 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
ATTEST: Senior Vice President
/s/ DAVID M. HIGBEE
- ----------------------------
David M. Higbee
Secretary
<PAGE> 1
Exhibit 24.2a
I, the undersigned, SHAWNA L. GEHRES, 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 May 21, 1998, at which a quorum of said Board was present
and acting throughout, the following resolutions were duly adopted:
RESOLVED that the officers of the Company be, and each hereby is,
authorized to execute and file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, a shelf 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 not more than six hundred and
forty million dollars ($640,000,000) aggregate principal amount of Debt
Securities and/or not more than eight hundred million dollars ($800,000,000)
aggregate principal amount of Preferred Securities (collectively the
"Securities"), which Securities may contain exchangeability, convertibility,
and/or redemption provisions, 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 the Registration Statement and any such amendments thereto
referred to in the preceding resolution, is hereby approved, and the
Chairman of the Board, the President, any Vice President or the Treasurer
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 Williams Companies, Inc., 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.
<PAGE> 2
RESOLVED that the officers of the Company be, and each of them hereby
is, authorized 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 Securities for issuance
and sale or to request an exemption from registration of the Securities 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 an officer of the Company shall so elect application
may be made to the New York Stock Exchange, Inc. and to the Pacific Stock
Exchange for the listing upon notice of issuance of the Securities and that
the Chairman of the Board, the President, any Vice President, the Secretary
or the Treasurer 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 exchange and to make such changes as may be necessary
to conform with requirements for the listing of the Securities, to appear
(if requested) before officials of such exchange, to pay any fees required
for such additional listing and to perform all other acts and things as may
be deemed necessary to effect such listing.
RESOLVED that the Chairman of the Board, the President, any Vice
President, or the Treasurer of the Company (a "Designated Officer")
be, and each of them hereby is, authorized and empowered to execute,
acknowledge and deliver, for and on behalf of the Company, and under its
corporate seal, which its Secretary or any Assistant Secretary is hereby
authorized to affix and attest, one or more indentures, including a
subordinate indenture, between the Company and a trustee to be determined by
the officer executing such indenture (the "Indenture") for the purpose of
providing for the issuance, registration, transfer, exchange and payment of
the Securities to be issued pursuant
<PAGE> 3
thereto, each such Indenture to be in the form as the officers executing
and delivering the same on behalf of the Company shall approve, such
approval to be conclusively evidenced by such officer's execution,
acknowledgment and delivery of the Indenture.
RESOLVED that the Chairman of the Board, the President, the Chief
Financial Officer, or the Treasurer of the Company be, and each hereby is,
in accordance with the foregoing resolutions and the limitations previously
approved, authorized to cause the Company to issue and sell one or more
series of the Securities and, in connection with any such series, determine,
approve or appoint, as the case may be:
(a) the exact aggregate principal amount of the series of Securities,
whether Securities of such series are to be issued as debentures, as
notes or as any other evidences of indebtedness or in any combination
thereof;
(b) the designation of the Securities as senior or subordinated
indebtedness of the Company;
(c) whether each series of Securities shall be sold with or without
competitive bidding, whether through a public offering or by private
placement, or a combination thereof;
(d) the terms and rights of the Securities, consistent with the terms of
the respective Indenture and the Registration Statements; provided,
however, that no such Securities shall be secured or convertible into
any equity securities of the Company;
(e) the maturity or maturities of the Securities;
(f) the price to be received by the Company in any offering or sale of any
of the Securities (which may be at a discount from the principal
amount payable at maturity of such Securities), any public
offering price and any discount received by, or commission paid to,
any underwriters or agents;
(g) the rate or rates at which the Securities shall bear interest, if
any, which rate or rates may vary from time to time in accordance with
a formula to be approved by any such officer;
<PAGE> 4
(h) the date or dates from which such interest shall accrue, the dates on
which such interest shall be payable and the record date for the
interest payable on any interest payment date and/or the method by
which such rate or rates or date or dates shall be determined;
(i) the place or places, where the principal of (premium, if any) and
interest, if any, on the Securities shall be payable;
(j) the option, if any, of the Company to redeem the Securities in
whole or in part and the period or periods within which, the price or
prices at which and the terms and conditions upon which, Securities
may be redeemed, in whole or in part, pursuant to such option or any
sinking fund or otherwise;
(k) the obligation, if any, of the Company to redeem, purchase or repay
Securities pursuant to any mandatory redemption, sinking fund or
analogous provisions or at the option of a holder thereof and the
period or periods within which, the price or prices at which and the
terms and conditions upon which, Securities shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation
or option;
(l) the denominations and currencies, including U.S. dollars, foreign
currencies and composite currencies, in which the Securities
shall be issuable and payable and the election, if any, of holders of
Securities to receive payment of principal (and premium, if any)
and interest in a currency other than the currency in which such
Securities were issued;
(m) such other terms, conditions and provisions as any such officer shall
deem appropriate;
(n) the forms of the Securities; and
(o) whether the Securities will be listed on the New York Stock
Exchange.
RESOLVED that any Designated Officer be, and each hereby is,
authorized to appoint one or more transfer agents or registrars,
depositories, authenticating or paying agents, calculation agents, exchange
rate agents and any other agents with respect to the Securities, and to
execute and deliver, in the name and on behalf of the Company, any
agreement, instrument or document relating to any such appointment, for the
purposes of implementing
<PAGE> 5
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 intent and to accomplish the
purposes of the foregoing resolutions.
I further certify that the foregoing resolutions have not been modified,
revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of THE
WILLIAMS COMPANIES,INC., this 15th day of October, 1998.
/s/ SHAWNA L. GEHRES
--------------------------
Shawna L. Gehres
Assistant Secretary
(CORPORATE SEAL)
<PAGE> 6
Exhibit 24.2b
I, the undersigned, SHAWNA L. GEHRES, 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 July 26, 1998, at which a quorum of said Board was
present and acting throughout, the following resolutions were duly adopted:
RESOLVED that the officers of the Company be, and each hereby is,
authorized to execute and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a shelf
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 not more than six
hundred million dollars ($600,000,000) aggregate principal amount of Debt
Securities (the "Securities"), 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 the Registration Statement and any such
amendments thereto referred to in the preceding resolution, is hereby
approved, and the Chairman of the Board, the President, any Vice
President or the Treasurer 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 Williams Companies, Inc., 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 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
Securities for issuance and sale or to request an exemption from
registration of the Securities or to register or to
<PAGE> 7
Page 2
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 an officer of the Company shall so elect
application may be made to the New York Stock Exchange, Inc. and to the
Pacific Stock Exchange for the listing upon notice of issuance of the
Securities and that the Chairman of the Board, the President, any Vice
President, the Secretary or the Treasurer 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 exchange and to
make such changes as may be necessary to conform with requirements for
the listing of the Securities, to appear (if requested) before officials
of such exchange, to pay any fees required for such additional listing
and to perform all other acts and things as may be deemed necessary to
effect such listing.
RESOLVED that the Chairman of the Board, the President, any Vice
President, or the Treasurer of the Company (a "Designated Officer") be,
and each of them hereby is, authorized and empowered to execute,
acknowledge and deliver, for and on behalf of the Company, and under its
corporate seal, which its Secretary or any Assistant Secretary is hereby
authorized to affix and attest, one or more indentures, including a
subordinate indenture, between the Company and a trustee to be determined
by the officer executing such indenture (the "Indenture") for the purpose
of providing for the issuance, registration, transfer, exchange and
payment of the Securities to be issued pursuant thereto, each such
Indenture to be in the form as the officers executing and delivering the
same on behalf of the Company shall approve, such approval to be
conclusively evidenced by such officer's execution, acknowledgment and
delivery of the Indenture.
RESOLVED that the Chairman of the Board, the President, the Chief
Financial Officer, or the Treasurer of the Company be, and each hereby
is, in accordance with the foregoing resolutions and the limitations
previously approved, authorized to cause the Company to issue and sell
one or more series of the Securities and, in connection with any such
series, determine, approve or appoint, as the case may be:
(a) the exact aggregate principal amount of the series of Securities,
<PAGE> 8
Page 3
whether Securities of such series are to be issued as debentures, as
notes or as any other evidences of indebtedness or in any combination
thereof;
(b) the designation of the Securities as senior or subordinated
indebtedness of the Company;
(c) whether each series of Securities shall be sold with or without
competitive bidding, whether through a public offering or by private
placement, or a combination thereof;
(d) the terms and rights of the Securities, consistent with the terms of
the respective Indenture and the Registration Statements; provided,
however, that no such Securities shall be secured or convertible into
any equity securities of the Company;
(e) the maturity or maturities of the Securities;
(f) the price to be received by the Company in any offering or sale of any
of the Securities (which may be at a discount from the principal
amount payable at maturity of such Securities), any public offering
price and any discount received by, or commission paid to, any
underwriters or agents;
(g) the rate or rates at which the Securities shall bear interest, if any,
which rate or rates may vary from time to time in accordance with a
formula to be approved by any such officer;
(h) the date or dates from which such interest shall accrue, the dates on
which such interest shall be payable and the record date for the
interest payable on any interest payment date and/or the method by
which such rate or rates or date or dates shall be determined;
(i) the place or places, where the principal of (premium, if any) and
interest, if any, on the Securities shall be payable;
(j) the option, if any, of the Company to redeem the Securities in whole
or in part and the period or periods within which, the price or prices
at which and the terms and conditions upon which, Securities may be
redeemed, in whole or in part, pursuant to such option or any sinking
fund or otherwise;
(k) the obligation, if any, of the Company to redeem, purchase or repay
Securities pursuant to any mandatory redemption, sinking
<PAGE> 9
Page 4
fund or analogous provisions or at the option of a holder thereof
and the period or periods within which, the price or prices at which
and the terms and conditions upon which, Securities shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation
or option;
(1) the denominations and currencies, including U.S. dollars, foreign
currencies and composite currencies, in which the Securities shall be
issuable and payable and the election, if any, of holders of
Securities to receive payment of principal (and premium, if any) and
interest in a currency other than the currency in which such
Securities were issued;
(m) such other terms, conditions and provisions as any such officer shall
deem appropriate;
(n) the forms of the Securities; and
(o) whether the Securities will be listed on the New York Stock Exchange.
RESOLVED that any Designated Officer be, and each hereby is,
authorized to appoint one or more transfer agents or registrars,
depositories, authenticating or paying agents, calculation agents, exchange
rate agents and any other agents with respect to the Securities, and to
execute and deliver, in the name and on behalf of the Company, any
agreement, instrument or document relating to any such appointment, for the
purpose of implementing and giving effect to the provisions of each
Indenture; provided, however, that the Company may at any time elect to act
in the capacity of paying agent.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to execute and deliver to the trustee for each
Indenture an Issuer Order or Officer's Certificate, as appropriate,
referred to in the Indenture and to perform on behalf of the Company such
other procedures acceptable to such trustee as may be necessary in order to
authorize the authentication and delivery by such trustee of the
Securities.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to cause the Company to enter into agreements (the
"Underwriting Agreement" or "Distribution Agreements"), with such
investment banking company or companies as any such Designated Officer may
choose (the "Agents"), and with such additional or successor Agents as any
Designated Officer shall select, in the form as the Designated Officers
executing and delivering the same on behalf of the Company shall approve,
such approval to be conclusively evidenced by such officers execution,
acknowledgment and delivery of the Underwriting Agreement or Distribution
Agreements.
<PAGE> 10
Page 5
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to take, or cause to be taken, any and all action
which any such Designated Officer may deem necessary or desirable to carry
out the purpose and intent of the foregoing resolutions (hereby ratifying
and confirming any and all actions taken heretofore or hereafter to
accomplish such purposes, all or singular), and to make, execute and
deliver, or cause to be made executed and delivered, all agreements,
undertakings, documents, instruments or certificates in the name and on
behalf of the Company as any such Designated Officer may deem necessary or
desirable in connection therewith, and to perform, or cause to be
performed, the obligations of the Company under the Securities, the
Indenture, the Underwriting Agreement and the Distribution Agreement (and
any terms agreement thereunder) and the Registration Statements, and to pay
such fees and expenses as, in their judgment, shall be proper or advisable.
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 intent and to accomplish the purposes of the foregoing
resolutions.
I further certify that the foregoing resolutions have not been
modified, revoked or rescinded and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of THE WILLIAMS COMPANIES, INC., this 15th day of October, 1998.
/s/ SHAWNA L. GEHRES
--------------------------
Shawna L. Gehres
Assistant Secretary
(CORPORATE SEAL)
<PAGE> 1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
--------------------------
THE WILLIAMS COMPANIES, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-0569878
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SENIOR DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE> 2
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART
OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of
the Act.
2
<PAGE> 3
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago and State of Illinois, on the 13th day of
October, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /s/ STEVEN M. WAGNER
STEVEN M. WAGNER
FIRST VICE PRESIDENT
* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF U S
WEST CAPITAL FUNDING, INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 6, 1998 (REGISTRATION NO. 333-51907-01).
3
<PAGE> 4
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 13, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture of The Willaims Companies,
Inc., to The First National Bank of Chicago, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ STEVEN M. WAGNER
STEVEN M. WAGNER
FIRST VICE PRESIDENT
4
<PAGE> 5
EXHIBIT 7
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C400
----
</TABLE>
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) ............. 0081 4,490,272 1.a
b. Interest-bearing balances(2) ...................................... 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) ......... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) ...... 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 5,558,583 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
----
RC-C) ................................................................ 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses ......................... 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve ............................. 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
----
reserve (item 4.a minus 4.b and 4.c) .............................. 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D) .................................. 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases) ............. 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M) ......................... 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) ....................................... 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding ......... 2155 310,026 9.
10. Intangible assets (from Schedule RC-M) ............................... 2143 302,859 10.
11. Other assets (from Schedule RC-F) .................................... 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11) ............................. 2170 62,191,240 12.
</TABLE>
- ---------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
5
<PAGE> 6
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
-----------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
-----
from Schedule RC-E, part 1) .................................... 2200 21,810,607 13.a
(1) Noninterest-bearing(1) ..................................... 6631 9,864,956 13.a1
(2) Interest-bearing ........................................... 6636 11,945,651 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
-----
IBFs (from Schedule RC-E, part II) ............................. 2200 15,794,963 13.b
(1) Noninterest bearing ........................................ 6631 482,528 13.b1
(2) Interest-bearing ........................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.858,711 14
15. a. Demand notes issued to the U.S. Treasury ....................... RCON 2840 1,444,748 15.a
b. Trading Liabilities(from Schedule RC-D) ....................... RCFD 3548 5,661,633 15.b
16. Other borrowed money: RCFD
-----
a. With original maturity of one year or less ..................... 2332 4,356,061 16.a
b. With original maturity of more than one year .................. A547 385,550 16.b
c. With original maturity of more than three years ................ A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding ........... 2920 310,026 18.
19. Subordinated notes and debentures ................................. 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G) ............................ 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20) .................... 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ..................... 3838 0 23.
24. Common stock ...................................................... 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) .......... 3839 3,188,187 25.
26. a. Undivided profits and capital reserves ......................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities ..................................................... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments ............... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27) ................. 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) ............................. 3300 62,191,240 29.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 1996
.................................RCFD 6724... [N/A] Number M.1.
1 = Independent audit of the bank conducted in accordance 4.= Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
- ------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
<PAGE> 1
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
--------------------------
THE WILLIAMS COMPANIES, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-0569878
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SUBORDINATED DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE> 2
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C., Federal Deposit
Insurance Corporation, Washington, D.C., The Board of
Governors of the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART
OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of
the Act.
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7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago and State of Illinois, on the 13th day of
October, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY
STEVEN M. WAGNER
FIRST VICE PRESIDENT
* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF U S
WEST CAPITAL FUNDING, INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 6, 1998 (REGISTRATION NO. 333-51907-01).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 13, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture of The Willaims Companies,
Inc., to The First National Bank of Chicago, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ STEVEN M. WAGNER
STEVEN M. WAGNER
FIRST VICE PRESIDENT
4
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EXHIBIT 7
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C400
</TABLE>
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) ............. 0081 4,490,272 1.a
b. Interest-bearing balances(2) ...................................... 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) ......... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) ...... 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 5,558,583 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
----
RC-C) ................................................................ 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses ......................... 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve ............................. 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
----
reserve (item 4.a minus 4.b and 4.c) .............................. 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D) .................................. 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases) ............. 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M) ......................... 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) ....................................... 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding ......... 2155 310,026 9.
10. Intangible assets (from Schedule RC-M) ............................... 2143 302,859 10.
11. Other assets (from Schedule RC-F) .................................... 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11) ............................. 2170 62,191,240 12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
-----------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
-----
from Schedule RC-E, part 1) .................................... 2200 21,810,607 13.a
(1) Noninterest-bearing(1) ..................................... 6631 9,864,956 13.a1
(2) Interest-bearing ........................................... 6636 11,945,651 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
-----
IBFs (from Schedule RC-E, part II) ............................. 2200 15,794,963 13.b
(1) Noninterest bearing ........................................ 6631 482,528 13.b1
(2) Interest-bearing ........................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.858,711 14
15. a. Demand notes issued to the U.S. Treasury ....................... RCON 2840 1,444,748 15.a
b. Trading Liabilities(from Sechedule RC-D) ....................... RCFD 3548 5,661,633 15.b
16. Other borrowed money: RCFD
-----
a. With original maturity of one year or less ..................... 2332 4,356,061 16.a
b. With original maturity of more than one year .................. A547 385,550 16.b
c. With original maturity of more than three years ................ A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding ........... 2920 310,026 18.
19. Subordinated notes and debentures ................................. 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G) ............................ 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20) .................... 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ..................... 3838 0 23.
24. Common stock ...................................................... 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) .......... 3839 3,188,187 25.
26. a. Undivided profits and capital reserves ......................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities ..................................................... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments ............... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27) ................. 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) ............................. 3300 62,191,240 29.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external Number auditors as of any date during 1996
.................................RCFD 6724... [N/A] Number M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified externalauditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
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