<PAGE> 1
As filed with the Securities and Exchange Commission on April 23, 1999.
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------------
THE WILLIAMS COMPANIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
-------------------------
THE WILLIAMS INTERNATIONAL STOCK PLAN
(Full title of plan)
-------------------------
SHAWNA L. GEHRES, ESQ.
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
(918) 573-2000
(Name, address and telephone number of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit(1) Price(2) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock,
($1 par value) 500,000(3) $43.50 $21,750,000 $7,500
===========================================================================================================
</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on April 21, 1999.
(2) Estimated solely for the purpose of calculating the filing fee.
(3) Includes an equal number of Rights issuable under The Williams
Companies, Inc. Rights Plan.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made a
part of this Registration Statement:
(a) The Williams Companies, Inc.'s ("Williams") Annual Report on
Form 10-K for the fiscal year ended December 31, 1998.
(b) Williams' Current Reports on Form 8-K dated January 26, 1999,
March 1, 1999, and March 24, 1999.
All reports subsequently filed by Williams and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedule of Williams appearing
in Williams' Annual Report on Form 10-K for the year ended December 31, 1998,
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 each of the
years ended December 31, 1997 and 1996 (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 auditing and
accounting.
The reports of independent auditors relating to the audited consolidated
financial statements and schedules of Williams 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.
Williams 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 Williams. 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 Williams provide for indemnification by Williams of its directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware. In addition, Williams has entered into indemnity agreements with
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<PAGE> 3
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 Williams under which the
directors and officers of Williams 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.
-3-
<PAGE> 4
Item 8. Exhibits.
*(4.1) --Form of Senior Debt Indenture between Williams and Chase Manhattan
Bank (formerly Chemical Bank), Trustee, relating to the 10 1/4%
Debentures, due 2020; the 9 3/8% Debentures, due 2021; 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).
*(4.2) --Second 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 fiscal year ended December 31, 1997).
*(4.3) --Amendment dated January 26, 1999, to Second Amended and Restated
Credit Agreement dated 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 fiscal
year ended December 31, 1998).
*(4.4) --Form of Senior Debt Indenture between Williams and The First
National Bank of Chicago, Trustee, relating to 6 1/2% Notes due
2002; 6 5/8% Notes due 2004; floating rate notes due 2000; 6 1/8%
Notes due 2001; 6.20% Notes due 2002; 6 1/2% Notes due 2006; 5.95%
Structured Putable/Remarketable Securities due 2010; 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).
*(4.5) --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).
*(4.6) --Form of Warrant to purchase 11,305,720 shares of the Common Stock
of Williams (filed as Exhibit 4.8 to the Registration Statement
on Form S-8, filed August 30, 1996).
*(4.7) --Indenture dated May 1, 1990, between Transco Energy Company and
The Bank of New York, as Trustee (filed as an Exhibit to Transco
Energy Company's Form 8-K dated June 25, 1990.)
*(4.8) --First Supplemental Indenture dated June 20, 1990, between Transco
Energy Company and The Bank of New York, as Trustee (filed as an
Exhibit to Transco Energy Company's Form 8-K dated June 25, 1990).
*(4.9) --Second Supplemental Indenture dated November 29, 1990, between
Transco Energy Company and The Bank of New York, as Trustee (filed
as an Exhibit to Transco Energy Company's Form 8-K dated December
7, 1990).
*(4.10) --Third Supplemental Indenture dated April 23, 1991, between Transco
Energy Company and The Bank of New York, as Trustee (filed as an
Exhibit to Transco Energy Company's Form 8-K dated April 30,
1991).
*(4.11) --Fourth Supplemental Indenture dated August 22, 1991, between
Transco Energy Company and The Bank of New York, as Trustee (filed
as an Exhibit to Transco Energy Company's Form 8-K dated August
27, 1991).
*(4.12) --Fifth Supplemental Indenture dated May 1, 1995, among Transco
Energy Company, Williams, and The Bank of New York, Trustee,
(filed as Exhibit 4(l) to Form 10-K for the fiscal year ended
December 31, 1998).
-4-
<PAGE> 5
(5.1) -- Opinion and Consent of Shawna L. Gehres, Esq., Secretary
and Counsel for Williams, relating to the validity of
the securities.
(23.1) -- Consent of Shawna L. Gehres (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(23.3) -- Consent of Deloitte & Touche LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures
pursuant to Power of Attorney.
*(99.1) -- The Williams International Stock Plan (filed as Exhibit
10 (iii)(l) to Form 10-K for the fiscal year ended
December 31, 1998).
*(99.2) -- Report of Deloitte & Touche LLP, independent auditors,
on the consolidated financial statements of MAPCO Inc.
for the two-year period ended December 31, 1997 (filed
as Exhibit 99 to Form 10-K for the fiscal year ended
December 31, 1998).
- -----------------------------
* 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.
-5-
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) 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.
-6-
<PAGE> 7
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
23rd day of April, 1999.
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 indicated on April 23, 1999:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* 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
</TABLE>
-7-
<PAGE> 8
<TABLE>
<S> <C>
* Director
- --------------------------
Jack A. MacAllister
* Director
- --------------------------
Frank T. MacInnis
* Director
- --------------------------
Peter C. Meinig
* Director
- --------------------------
Kay A. Orr
* Director
- --------------------------
Gordon R. Parker
* Director
- --------------------------
Joseph H. Williams
*By /s/ Shawna L. Gehres
-----------------------------------
(Shawna L. Gehres, Attorney-in-fact)
</TABLE>
-8-
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
(5.1) -- Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel for Williams,
relating to the validity of the securities.
(23.1) -- Consent of Shawna L. Gehres (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(23.3) -- Consent of Deloitte & Touche LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
</TABLE>
<PAGE> 1
Exhibit 5.1
[THE WILLIAMS COMPANIES LETTERHEAD]
April 23, 1999
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Dear Sirs:
The Williams Companies, Inc., a Delaware corporation ("Williams") contemplates
filing a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement"), relating to the registration of Common
Stock of the Company, $1.00 par value (the "Common Stock"), and associated
Preferred Stock Purchase Rights (the "Rights"), to be issued pursuant to the
terms of The Williams International Stock Plan (the "Plan").
As counsel for Williams, 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/ Shawna L. Gehres
- ----------------------
Shawna L. Gehres
<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 Williams International Stock Plan and to the
incorporation by reference therein of our report dated February 26, 1999, 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, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
April 23, 1999
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Williams Companies, Inc. on Form S-8 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 Annual Report on Form 10-K of The Williams Companies, Inc.
for the year ended December 31, 1998 and to the reference to us under the
heading "Interests of Named Experts and Counsel" in the Prospectus, which is
part of this Registration Statement.
Deloitte & Touche LLP
Tulsa, Oklahoma
April 23, 1999
<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
the Williams International Stock Plan and any and all amendments and
post-effective amendments to said registration statement and any and all
instruments necessary or incidental in connection therewith; and
THAT the undersigned Williams does hereby constitute and appoint WILLIAM G.
VON GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD its true and lawful attorneys
and each of them (with full power to act without the others) its true and lawful
attorney for it and in its name and on its behalf to sign said registration
statement and any and all amendments and post-effective amendments thereto and
any and all instruments necessary or incidental in connection therewith.
Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed
by any of them hereunder shall have full power and authority to do and perform
in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or 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 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
- ---------------------------- ----------------------------
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
Senior Vice President
ATTEST:
/s/ David M. Higbee
- ----------------------------
David M. Higbee
Secretary
<PAGE> 1
Exhibit 24.2
I, the undersigned, SHAWNA L. GEHRES, 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 authorization be, and hereby is, given
for the issuance, 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 Williams International Company Stock Plan (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 attorney in the form so presented by, for and on behalf
of the Company.
<PAGE> 2
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 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
<PAGE> 3
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.
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 23rd day of April, 1999.
/s/ Shawna L. Gehres
------------------------------
Shawna L. Gehres
Secretary
(CORPORATE SEAL)
