<PAGE> 1
As filed with the Securities and Exchange Commission on March 31, 1998.
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------
THE WILLIAMS COMPANIES, INC.
(Exact name of issuer as specified in its charter)
----------------
Delaware 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
----------------
PEKIN ENERGY COMPANY
SAVINGS/RETIREMENT PLAN FOR HOURLY EMPLOYEES
(Full title of plan)
----------------
DAVID M. HIGBEE, ESQ.
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
(918) 588-2000
(Name, address and telephone number of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered(1) Registered Per Unit(2) Price(3) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($1 par value) 500,000(4) $31 5/16 $15,656,250 $4,619
================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Savings/Retirement
Plan.
(2) Estimated based on the reported New York Stock Exchange composite
transactions closing price on March 27, 1998.
(3) Estimated solely for the purpose of calculating the filing fee.
(4) Includes associated Preferred Stock Purchase Rights issuable under The
Williams Companies, Inc. Rights Plan.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document is hereby incorporated by reference and made a
part of this prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering, shall be deemed to be incorporated herein by
reference and to be a part hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedule of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. The financial statements and schedule referred to above are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
The reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the offering to the extent covered
by consents thereto filed with the Securities and Exchange Commission will be
incorporated by reference in reliance upon the reports of such independent
auditors pertaining to such financial statements given upon the authority of
such independent auditors as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General Corporation Law
of Delaware, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The By-laws of the Company provide for indemnification by the Company
of its directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware. In addition, the Company has entered into indemnity
agreements with its directors and certain officers providing for, among other
things, the indemnification of and the advancing of expenses to such individuals
to the fullest extent permitted by law, and, to the extent insurance is
maintained, for the continued coverage of such individuals.
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
-2-
<PAGE> 3
ITEM 8. EXHIBITS.
*(4.1) -- Restated Certificate of Incorporation of Williams (filed
as Exhibit 4(a) to Form 8-B Registration Statement, filed
August 20, 1987).
*(4.2) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to
Form 10-K for the fiscal year ended December 31, 1994).
*(4.3) -- Certificate of Amendment of Restated Certificate of
Incorporation, filed May 16, 1997 (filed as Exhibit 4.3 to
the Registration Statement on Form S-8, filed November 21,
1997).
*(4.4) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated February 26, 1998 (filed as Exhibit
3(d) to Form 10-K for the year ended December 31, 1997).
*(4.5) -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock, dated
February 5, 1996 (filed as Exhibit 3(f) to Form 10-K for the
year ended December 31, 1995).
*(4.6) -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock, dated
December 30, 1997 (filed as Exhibit 3(g) to Form 10-K for
the year ended December 31, 1997).
*(4.7) -- 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).
*(4.8) -- By-laws of Williams, as amended, (filed as Exhibit 3 to Form
10-Q for the quarter ended September 30, 1996).
*(4.9) -- 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 93/8% Debentures,
due 2021; the 8 1/4% Notes, due 1998; Medium-Term Notes
(8.50%-9.31%), due 1998 through 2001; the 7 1/2% Notes, due
1999, and the 87/8% Debentures, due 2012 (filed as Exhibit
4.1 to Form S-3 Registration Statement No. 33-33294, filed
February 2, 1990).
*(4.10) -- Form of Subordinated Debt Indenture between the Company and
Chase Manhattan Bank (formerly Chemical Bank), Trustee,
relating to 9.60% Quarterly Income Capital Securities, due
2025 (filed as Exhibit 4.2 to Form S-3 Registration
Statement No. 33-60397, filed June 20, 1995).
*(4.11) -- U.S. $1,000,000,000 Amended and Restated Credit Agreement,
dated as of July 23, 1997, among Williams and certain of its
subsidiaries and the banks named therein and Citibank, N.A.
as agent (filed as Exhibit 4(c) to Form 10-K for the year
ended December 31, 1997).
*(4.12) -- 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; 61/8% Notes due 2001; and 61/8% Mandatory
Putable/Remarketable Securities due 2012 (filed as Exhibit
4.1 to Registration Statement on Form S-3 filed September 8,
1997).
*(4.13) -- Form of Debenture representing $360,000,000 principal
amount of 6% Convertible Subordinated Debenture Due 2005
(filed as Exhibit 4.7 to the Registration Statement on Form
S-8, filed August 30, 1996).
*(4.14) -- Form of Warrant to purchase 11,305,720 shares of the
Common Stock of the Company (filed as exhibit 4.8 to the
Registration Statement on Form S-8, filed August 30, 1996).
*(4.15) -- Rights Agreement, dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York (filed
as Exhibit 4 to Williams Form 8-K, dated January 21, 1996).
-3-
<PAGE> 4
(5.1) -- Opinion and Consent of David M. Higbee, Esq., Secretary
and Counsel for the Company, relating to the validity of the
securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures
pursuant to Power of Attorney.
- ------------------------------
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering. Include the following if the securities are
registered pursuant to Rule 415 under the Securities Act:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section do not apply if the
registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where
-4-
<PAGE> 5
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
-5-
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Tulsa and State of Oklahoma on the 31st day of
March, 1998.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By /s/David M. Higbee
------------------------------
(David M. Higbee,
Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 31, 1998:
SIGNATURE TITLE
* Chairman of the Board, President
- ----------------------------------- and Chief Executive Officer
Keith E. Bailey (Principal Executive Officer)
* Senior Vice President
- ----------------------------------- (Principal Financial Officer)
Jack D. McCarthy
* Controller
- ----------------------------------- (Principal Accounting Officer)
Gary R. Belitz
* Director
- -----------------------------------
Glenn A. Cox
* Director
- -----------------------------------
Thomas H. Cruikshank
* Director
- -----------------------------------
William E. Green
* Director
- -----------------------------------
Patricia L. Higgins
* Director
- -----------------------------------
W. R. Howell
* Director
- -----------------------------------
Robert J. LaFortune
* Director
- -----------------------------------
James C. Lewis
-6-
<PAGE> 7
* Director
- -----------------------------------
Jack A. MacAllister
* Director
- -----------------------------------
Peter C. Meinig
* Director
- -----------------------------------
Kay A. Orr
Director
- -----------------------------------
Gordon R. Parker
* Director
- -----------------------------------
Joseph H. Williams
*By s/David M. Higbee
-----------------------------------
(David M. Higbee, Attorney-in-fact)
-7-
<PAGE> 8
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan 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 31st day of March, 1998.
PEKIN ENERGY COMPANY
SAVINGS/RETIREMENT PLAN FOR
HOURLY EMPLOYEES
ADMINISTRATIVE COMMITTEE
By /s/ JOHN C. FISCHER
----------------------------------
John C. Fischer, Chairman
-8-
<PAGE> 9
INDEX TO EXHIBITS.
*(4.1) -- Restated Certificate of Incorporation of Williams (filed
as Exhibit 4(a) to Form 8-B Registration Statement, filed
August 20, 1987).
*(4.2) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to
Form 10-K for the fiscal year ended December 31, 1994).
*(4.3) -- Certificate of Amendment of Restated Certificate of
Incorporation, filed May 16, 1997 (filed as Exhibit 4.3 to
the Registration Statement on Form S-8, filed November 21,
1997).
*(4.4) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated February 26, 1998 (filed as Exhibit
3(d) to Form 10-K for the year ended December 31, 1997).
*(4.5) -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock, dated
February 5, 1996 (filed as Exhibit 3(f) to Form 10-K for the
year ended December 31, 1995).
*(4.6) -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock, dated
December 30, 1997 (filed as Exhibit 3(g) to Form 10-K for
the year ended December 31, 1997).
*(4.7) -- 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).
*(4.8) -- By-laws of Williams, as amended, (filed as Exhibit 3 to Form
10-Q for the quarter ended September 30, 1996).
*(4.9) -- 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 93/8% Debentures,
due 2021; the 8 1/4% Notes, due 1998; Medium-Term Notes
(8.50%-9.31%), due 1998 through 2001; the 7 1/2% Notes, due
1999, and the 87/8% Debentures, due 2012 (filed as Exhibit
4.1 to Form S-3 Registration Statement No. 33-33294, filed
February 2, 1990).
*(4.10) -- Form of Subordinated Debt Indenture between the Company and
Chase Manhattan Bank (formerly Chemical Bank), Trustee,
relating to 9.60% Quarterly Income Capital Securities, due
2025 (filed as Exhibit 4.2 to Form S-3 Registration
Statement No. 33-60397, filed June 20, 1995).
*(4.11) -- U.S. $1,000,000,000 Amended and Restated Credit Agreement,
dated as of July 23, 1997, among Williams and certain of its
subsidiaries and the banks named therein and Citibank, N.A.
as agent (filed as Exhibit 4(c) to Form 10-K for the year
ended December 31, 1997).
*(4.12) -- 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; 61/8% Notes due 2001; and 61/8% Mandatory
Putable/Remarketable Securities due 2012 (filed as Exhibit
4.1 to Registration Statement on Form S-3 filed September 8,
1997).
*(4.13) -- Form of Debenture representing $360,000,000 principal
amount of 6% Convertible Subordinated Debenture Due 2005
(filed as Exhibit 4.7 to the Registration Statement on Form
S-8, filed August 30, 1996).
*(4.14) -- Form of Warrant to purchase 11,305,720 shares of the
Common Stock of the Company (filed as exhibit 4.8 to the
Registration Statement on Form S-8, filed August 30, 1996).
*(4.15) -- Rights Agreement, dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York (filed
as Exhibit 4 to Williams Form 8-K, dated January 21, 1996).
-9-
<PAGE> 10
(5.1) -- Opinion and Consent of David M. Higbee, Esq., Secretary
and Counsel for the Company, relating to the validity of the
securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures
pursuant to Power of Attorney.
* The exhibits have heretofore been filed with the Securities and
Exchange Commission as part of the filing indicated and are
incorporated herein by reference.
-10-
<PAGE> 1
Exhibit 5.1
[THE WILLIAMS COMPANIES LETTERHEAD]
March 31, 1998
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Dear Sirs:
The Williams Companies, Inc., a Delaware corporation (the "Company")
contemplates filing a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the
registration of Common Stock of the Company, $1.00 par value (the "Common
Stock"), and associated Preferred Stock Purchase Rights (the "Rights"), to be
issued pursuant to the terms of the Pekin Energy Company Savings/Retirement Plan
for Hourly Employees (the "Plan").
As counsel for the Company, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and legal matters as I
deem relevant to the authorization and issuance of the Common Stock and the
Rights under the terms of the Plan. Based on such examination, it is my opinion
that the Common Stock has been duly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable, and the Rights to which holders of Common Stock issued under the
Plan will be entitled, have been duly authorized and when issued in accordance
with their terms, will be validly issued.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ David M. Higbee
- ----------------------------
David M. Higbee
-11-
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm in Item 5., "Interests of Named Experts
and Counsel," in the Registration Statement (Form S-8) pertaining to the
registration of 500,000 shares of The Williams Companies, Inc. common stock to
be used in connection with the Pekin Energy Company Savings/Retirement Plan for
Hourly Employees and to the incorporation by reference therein of our report
dated February 13, 1998, with respect to the consolidated financial statements
and schedule of The Williams Companies, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
March 26, 1998
<PAGE> 1
Exhibit 24.1
THE WILLIAMS COMPANIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of THE WILLIAMS COMPANIES, INC., a Delaware
corporation ("Williams"), does hereby constitute and appoint WILLIAM G. VON
GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD their true and lawful attorneys and
each of them (with full power to act without the others) their true and lawful
attorneys for them and in their name and in their capacity as a director or
officer, or both of Williams, as hereinafter set forth below their signature, to
sign a registration statement on Form S-8 for the registration under the
Securities Act of 1933, as amended, of Common Stock of Williams issuable to
participants in the Pekin Energy Company Savings/Retirement Plan for Hourly
Employees, and any and all amendments and post-effective amendments to said
registration statement and any and all instruments necessary or incidental in
connection therewith; and
THAT the undersigned Williams does hereby constitute and appoint
WILLIAM G. VON GLAHN, DAVID M. HIGBEE AN SHAWNA L. BARNARD its true and lawful
attorneys and each of them (with full power to act without the others) its true
and lawful attorney for it and in its name and on its behalf to sign said
registration statement and any and all 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 19th day of March, 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)
(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/ JAMES C. LEWIS /s/ JACK A. MACALLISTER
- ---------------------------------- ----------------------------------
James C. Lewis Jack A. Macallister
Director Director
/s/ PETER C. MEINIG /s/ KAY A. ORR
- ---------------------------------- ----------------------------------
Peter C. Meinig Kay A. Orr
Director Director
/s/ JOSEPH H. WILLIAMS
- ---------------------------------- ----------------------------------
Gordon R. Parker Joseph H. Williams
Director Director
THE WILLIAMS COMPANIES, INC.
By /s/ WILLIAM G. VON GLAHN
----------------------------------
William G. von Glahn
Senior Vice President
ATTEST:
/s/ DAVID M. HIGBEE
- ----------------------------------
David M. Higbee
Secretary
<PAGE> 1
[THE WILLIAMS COMPANIES, INC. LOGO]
Exhibit 24.2
I, the undersigned, DAVID H. HIGBEE, Secretary of THE WILLIAMS
COMPANIES, INC., a Delaware company (hereinafter called the "Company"), do
hereby certify that at a meeting of the Board of Directors of the Company, duly
convened and held on March 19, 1998, at which a quorum of said Board was present
and acting throughout, the following resolutions were duly adopted:
RESOLVED that authorization be, and hereby is,
given for the sale, from time to time, of up to five hundred
thousand (500,000) shares of the Company's authorized but
unissued Common Stock, one dollar ($1.00) par value, and
associated preferred stock purchase rights, under the terms and
provisions of Pekin Energy Company Savings/Retirement Plan for
Hourly Employees (the "Plan").
RESOLVED that the officers of the Company be,
and they hereby are, authorized to execute and file with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 or other
Securities Act registration form as may be considered
appropriate, and all amendments and supplements thereto, all
required exhibits and documents in connection therewith, the
prospectus contained therein and all amendments or supplements
thereto with respect to not more than five hundred thousand
(500,000) shares of Common Stock, one dollar ($1.00) par value,
and associated preferred stock purchase rights, of the Company
to be issued in accordance with the terms and provisions of the
Plan and to make all such payments and to do or cause to be
done all other acts and things as, in their opinion or in the
opinion of any of them, may be necessary or desirable and
proper in order to effect such filing or in order that such
Registration Statement and any such amendment or amendments may
become effective and may remain in effect as long as shall be
required.
RESOLVED that the form of power of attorney
submitted to this meeting for use in connection with the
execution and filing for and on behalf of the Company of the
Registration Statement referred to in the immediately preceding
resolution and any amendments or supplements thereto is hereby
approved and the Chairman of the Board, the President or any
Vice President of the Company be, and hereby is, authorized to
execute said power of
<PAGE> 2
Page 2
attorney in the form so presented by, for and on behalf of the
Company.
RESOLVED that the officers of the Company be,
and they hereby are, authorized and directed in the name and on
behalf of the Company to take any and all action which they may
deem necessary or advisable in order to effect the registration
or qualification (or exemption therefore) of such securities
for issue, offer, sale or trade under the Blue Sky or
securities laws of any state of the United States of America or
elsewhere, and in connection therewith to execute, acknowledge,
verify, deliver, file or cause to be published any
applications, reports, consents to service of process,
appointments of attorney to receive service of process and
other papers and instruments which may be required under such
applications, reports, consents to service of process,
appointments of attorney to receive service of process and
other papers and instruments which may be required under such
laws and to take any and all further action which they may deem
necessary or advisable in order to maintain any such
registration or qualification for as long as they deem
necessary or as required by law.
RESOLVED that the Chairman of the Board, the
President, any Vice President, the Secretary or any Assistant
Secretary of this Company be, and they hereby are, authorized
to execute and deliver on behalf of this Company applications
for the listing of not more than an additional five hundred
thousand (500,000) shares of Common Stock of the Company
reserved for sale under the terms of the Plan together with
associated preferred stock purchase rights, on the New York
Stock Exchange and the Pacific Stock Exchange and said officers
are further authorized to take all such action and to file with
such exchanges all such documents as may be necessary in order
to accomplish the same.
RESOLVED that the Chairman of the Board, the
President, any Vice President, the Secretary or any Assistant
Secretary or any one or more of them be, and they hereby are,
authorized and empowered to appear before the New York Stock
Exchange and the Pacific Stock Exchange or any committees or
any representatives of such exchanges with authority to present
such applications for listing and to make such changes in such
applications or in any amendments relative thereto and to
furnish such information in connection therewith as may be
necessary or advisable to conform with the requirements for the
listing of such Common Stock
<PAGE> 3
Page 3
on said New York Stock Exchange and Pacific Stock Exchange.
RESOLVED that First Chicago Trust Company of New
York, transfer agent for the Company, as agent for the transfer
of certificates of the Company's Common Stock, one dollar
($1.00) par value, and Wells Fargo Bank as co-transfer agent,
be, and they hereby are, authorized (1) to record, countersign
and deliver to First Chicago Trust Company of New York as
registrar, or Wells Fargo Bank as co-registrar, certificates
for shares of Common Stock, one dollar ($1.00) par value, of
the Company to be issued as authorized under the terms of the
Plan; (2) to deliver such certificates when countersigned by
such registrar or co-registrar; and (3) from time to time to
make transfers of certificates for such shares of Common Stock
with the same authority and upon the terms and conditions as to
such additional shares of Common Stock as are fully set forth
in the resolutions previously adopted by the Board of Directors
of the Company with respect to presently outstanding Common
Stock of the Company.
RESOLVED that First Chicago Trust Company of New
York, as registrar for registration of the Company's Common
Stock, one dollar ($1.00) par value, and Wells Fargo Bank as
co-registrar, be, and they hereby are, authorized and directed
to record, when presented by First Chicago Trust Company of New
York, transfer agent, or Wells Fargo Bank, co-transfer agent,
of the Company's Common Stock, and register transfers of
certificates for shares of the Company's Common Stock to be
issued as authorized under the terms of the Plan with the same
authority and upon the same terms and conditions as to such
shares of Common Stock as are fully set forth in resolutions
previously adopted by the Board of Directors of the Company
with respect to the presently outstanding Common Stock of the
Company.
RESOLVED that the officers of this Company be,
and they hereby are, authorized to take all such further action
and to execute and deliver all such further instruments and
documents in the name and on behalf of the Company and under
its corporate seal or otherwise and to pay such fees and
expenses as shall be necessary, proper or advisable in order to
fully carry out the intent and to accomplish the purposes of
the foregoing resolutions.
<PAGE> 4
Page 4
I further certify that the foregoing resolutions have not been
modified, revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of THE WILLIAMS COMPANIES, INC., this 31st day of March, 1998.
/s/ DAVID M. HIGBEE
----------------------------------
David M. Higbee
Secretary
(CORPORATE SEAL)
