<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 1999
REGISTRATION NO. 333-66141
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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
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<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) $975,000,000 $271,050
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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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PROSPECTUS
THE WILLIAMS COMPANIES, INC.
$975,000,000
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 [ ], 1999
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
The Williams Companies, Inc. ("Williams") 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.
Williams 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.
Williams 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 Williams 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 Williams 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. Information about Williams is also available on the Internet at
http://www.twc.com.
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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
Williams is incorporating by reference its annual report on Form 10-K for
the fiscal year ended December 31, 1997, ("Form 10-K"), Williams' quarterly
reports on Form 10-Q for the quarterly periods ended March 31, 1998, June 30,
1998 and September 30, 1998, and Williams' current reports on Form 8-K dated
February 13, 1998, April 27, 1998, May 18, 1998, July 22, 1998 and October 21,
1998.
All documents filed by Williams 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.
Williams 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. You should direct written or oral requests for such copies to: The
Williams Companies, Inc., One Williams Center, Tulsa, Oklahoma 74172, Attention:
Corporate Secretary, telephone (918) 573-2000.
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REPORTS TO HOLDERS OF DEBT SECURITIES
Williams is not required to furnish annual and quarterly reports to holders
of debt securities. Williams' 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.
Williams is a holding company headquartered in Tulsa, Oklahoma. Through its
operating subsidiaries, Williams engages in natural gas sales and transportation
and related activities, including
- Gathering natural gas from the field where it is produced and processing
and treating the natural gas for delivery into main transmission lines of
pipeline systems
- 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 (including natural gas, electricity, natural gas
liquids, crude oil, petroleum products and other energy commodities)
marketing and trading
- Motor fuel and merchandise marketing through convenience stores
- Price risk management for the energy industry, including portfolio
management and risk consulting services and customized physical and
financial price-risk management products
Williams' 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
- Voice and data equipment, including telephones and related computer
systems located on customers' premises
- Network integration, including products and services to enable various
network systems to communicate with each other, and network management
services
Williams 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.
Williams maintains its principal executive offices at One Williams Center,
Tulsa, Oklahoma 74172 (telephone (918) 573-2000).
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ORGANIZATION CHART
Williams is divided into two components: subsidiaries owning and operating
regulated interstate natural gas pipelines and other subsidiaries engaged in
primarily non-regulated businesses. The following chart shows Williams'
principal subsidiaries.
ORG CHART
HOLDING COMPANY STRUCTURE
The debt securities or preferred stock offered by a prospectus supplement
will represent obligations of, or an investment in, Williams exclusively.
Williams is a holding company and conducts substantially all of its operations
through subsidiaries. Williams performs management, legal, financial, tax,
consulting, administrative and other services for its subsidiaries. Williams'
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 Williams 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 Williams. In
addition, the ability of Williams' subsidiaries to make any payments to Williams
will depend on the subsidiaries' earnings, business and tax considerations and
legal restrictions.
As a result of the holding company structure, the debt securities and
preferred stock will effectively rank junior to all existing and future debt,
trade payables and other liabilities of Williams' subsidiaries. Any right of
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Williams and its creditors to participate in the assets of any of Williams'
subsidiaries upon any liquidation or reorganization of any such subsidiary will
be subject to the prior claims of that subsidiary's creditors, including trade
creditors (except to the extent that Williams may itself be a creditor of such
subsidiary).
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement,
Williams will use the net proceeds from the sale of the securities for general
corporate purposes, including repayment of outstanding debt. Williams
anticipates that it will raise additional funds from time to time through debt
financings, including borrowings under its bank credit agreements.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The following table represents Williams' consolidated ratio of earnings to
combined fixed charges and preferred stock dividend requirements for the periods
shown.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, 1998 --------------------------------
- ------------------ 1997 1996 1995 1994 1993
--------------------------------
<S> <C> <C> <C> <C> <C>
1.64 2.32 2.58 2.15 2.21 2.62
</TABLE>
For current information on the Ratio of Earnings to Fixed Charges, please see
Williams' 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
Williams. Williams will issue debt securities that will be senior debt under an
indenture (the "Senior Debt Indenture") between Williams and First National Bank
of Chicago, as Trustee. Williams will issue 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. This prospectus
refers to the Senior Debt Indenture and the Subordinated Debt Indenture
individually as the "Indenture" and collectively as the "Indentures." This
prospectus refers to First National Bank of Chicago as the "Trustee." Williams
has filed the forms of the Indentures 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 this prospectus refers to particular sections or defined terms of the
applicable Indenture, such sections or defined terms are incorporated by
reference in this prospectus 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 Williams'
limitation on liens. See "Subordinated Debt" and "Certain Covenants of
Williams." 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 Williams and its consolidated Subsidiaries, determined on
a consolidated basis in accordance with generally accepted accounting
principles.
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"Consolidated Net Tangible Assets" means the total assets appearing on a
consolidated balance sheet of Williams 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;
- 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 Williams 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 Williams or such Subsidiary. Such term also does not
include indebtedness of Williams 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 Williams 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 Williams and/or
another Subsidiary or Subsidiaries.
GENERAL TERMS OF THE DEBT SECURITIES
Neither of the Indentures limits the amount of debt securities, debentures,
notes or other evidences of indebtedness that Williams or any of its
Subsidiaries may issue. The debt securities will be unsecured senior or
subordinated obligations of Williams. All of the operating assets of Williams
and its Subsidiaries are owned by its Subsidiaries. Therefore, Williams' rights
and the rights of Williams' 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 Williams may itself be a creditor with
recognized claims against the Subsidiary. The ability of Williams 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. The relevant prospectus supplement will describe special United States
federal income tax considerations applicable to any debt securities so
denominated.
TERMS YOU WILL FIND IN THE PROSPECTUS SUPPLEMENT
The prospectus supplement will provide information relating to the debt
securities and the following terms of the debt securities (to the extent such
terms are applicable to the debt securities described in a particular prospectus
supplement):
- classification as senior or subordinated debt securities;
- ranking of the specific series of debt securities relative to other
outstanding indebtedness, including Subsidiaries' debt;
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- if the debt securities are subordinated, the aggregate amount of
outstanding indebtedness, as of a recent date, that is senior to the
subordinated securities, and any limitation on the issuance of additional
senior indebtedness;
- 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;
- any applicable United States federal income tax consequences, including
whether and under what circumstances Williams 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 Williams
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.
Holders of debt securities may present debt securities for exchange, and
holders of registered debt securities may present debt securities for transfer
in the manner, at the places and subject to the restrictions set forth in the
debt securities and the prospectus supplement. Williams will provide such
services 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.
INTEREST RATE
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. The registered global security will
be deposited with a depositary, or with a nominee for a depositary identified in
the prospectus supplement relating to such series. One or more registered global
securities will then 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 in three cases:
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- by the depositary for such registered global security to a nominee of
such depositary;
- 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 prospectus supplement relating to a series of debt securities will
describe the specific terms of the depositary arrangement with respect to any
portion of the debt securities to be represented by a registered global
security. Williams 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 principal amounts of the debt securities represented by
such registered global security to the accounts of persons that have accounts
with such depositary ("participants"). Any underwriters or agents participating
in the distribution of such debt securities will designate the accounts to be
credited. Only participants or persons that hold interests through participants
will be able to beneficially own interests in a registered global security.
Either the depositary for such registered global security (with respect to
interests of participants) or participants or persons that hold through
participants (with respect to interests of persons other than participants) will
maintain records of beneficial ownership of interests in such registered global
security. Such records shall be the sole means of effecting transfer of
beneficial ownership in a registered global security.
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 not be entitled to have the debt securities represented by such
registered global security registered in their names;
- 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 of such debt securities
under the applicable Indenture.
PAYMENT OF INTEREST AND PRINCIPAL
Williams will make 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 to such depositary or its nominee as the
registered owner of such registered global security. None of Williams, 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.
Williams 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. Williams 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 Williams within ninety days, Williams
will issue such debt securities in definitive form in exchange for such
registered global security. In addition, Williams 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. In such event, Williams
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.
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SENIOR DEBT
Williams will issue under the Senior Debt Indenture the debt securities and
any coupons that will constitute part of the senior debt of Williams. Such
senior debt securities will rank equally and pari passu with all other unsecured
and unsubordinated debt of Williams.
SUBORDINATED DEBT
Williams will issue under the Subordinated Debt Indenture the debt
securities and any coupons that will constitute part of the subordinated debt of
Williams. Such subordinated debt securities 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 Williams. 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, Williams 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 on Senior Indebtedness, 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
- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings in respect of
Williams or a substantial part of its property;
- that (1) 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 (2) an event of default shall
have occurred (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 in the Senior Debt
Indenture or in the instrument under which any Senior Indebtedness is
outstanding, permitting the holder or holders of any Senior Indebtedness
to accelerate the maturity of any Senior Indebtedness (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 of such event of default,
and such event of default shall not have been cured or waived or shall
not have ceased to exist; or
- 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 in the subordinated Debt Indenture.
If this prospectus is being delivered in connection with a series of
subordinated debt securities, the accompanying prospectus supplement or the
information incorporated in this prospectus 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, Williams 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 under the Senior
Debt Indenture 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
Williams or a Subsidiary;
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- 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 Williams; 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 five percent of Consolidated Net Tangible Assets (Senior Debt
Indenture, Section 3.6).
Consolidation, Merger, Conveyance of Assets. Each Indenture provides, in
general, that Williams 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 Williams is merged or the person which acquires such assets shall
(1) expressly assume Williams' obligations under such Indenture and the debt
securities issued under such Indenture, and (2), 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 Williams.
EVENT OF DEFAULT
In general, each Indenture defines an Event of Default 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;
(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 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 Williams
(Section 5.1)
In general, each Indenture provides that 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.
Each Indenture also generally provides that 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 Williams 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, the
holders of a majority in aggregate principal amount of the debt securities of
all such affected series then outstanding may annul such declarations and waive
the past defaults (except a continuing default in payment of principal of,
premium, if any, or interest on such debt securities). (Sections 5.1 and 5.10)
11
<PAGE> 13
Each Indenture contains a provision entitling the Trustee, subject to the
Trustee's duty 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 of its rights or powers 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
(1) conducting any proceeding for any remedy available to the Trustee or of (2)
exercising any trust or power conferred on the Trustee. (Section 5.9)
In general, each Indenture provides that holders of debt securities issued
under such Indenture may only institute an action against Williams under such
Indenture (except actions for payment of principal or interest on or after the
due date provided) if the following four conditions are fulfilled:
- such holder previously has given to the Trustee written notice of default
and the default continues;
- the holders of at least 25 percent in principal amount of the debt
securities of each affected series (treated as one class) issued under
such Indenture and then outstanding have both (1) requested the Trustee
to institute such action and (2) offered the Trustee reasonable
indemnity;
- the Trustee has not instituted such action within 60 days of receipt of
such request; and
- the Trustee has not 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. (Sections 5.6, 5.7 and 5.9)
Each Indenture contains a covenant that Williams 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
Williams can discharge or defease its obligations under each Indenture as
set forth below. (Section 10.1)
Under terms satisfactory to the Trustee, Williams 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 cancellation.
Such debt securities must also have either become due and payable or be 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. Williams may make such deposit in cash or, in the case of debt
securities payable only in U.S. dollars, U.S. Government Obligations (as defined
in such Indenture).
Williams 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, Williams may 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. Such Sections contain the
covenants described above limiting liens and consolidations, mergers and
conveyances of assets. Also under terms satisfactory to the Trustee, Williams
may 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:
- Williams 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;
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<PAGE> 14
- Williams 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. Such opinion must further state
that such holders 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
- in the case of the Subordinated Debt Indenture, no event or condition
shall exist that, pursuant to certain provisions described under
"Subordinated Debt" above, would prevent Williams 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;
- in the case of the Subordinated Indenture, Williams 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. If a court were to rule under any
such law in any case or proceeding that the trust funds remained property
of Williams, counsel must give its opinion only with respect to (a) the
Trustee's valid and perfected security interest in such trust funds; (b)
adequate protection of holders of the Subordinated debt securities
interests in such funds; and (c) 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 Williams 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:
- secure any debt securities;
- evidence the assumption by a successor person of the obligations of
Williams;
- add further covenants for the protection of the holders;
- cure any ambiguity or correct any inconsistency in such Indenture, so
long as such action will not adversely affect the interests of the
holders;
- establish the form or terms of debt securities of any series; and
- evidence the acceptance of appointment by a successor trustee. (Section
8.1)
Each Indenture also contains provisions permitting Williams 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) in general, to 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. Such changes must, however, conform to
the Trust Indenture Act of 1939 and Williams and the Trustee may not, without
the consent of each holder of outstanding debt securities affected thereby:
- extend the final maturity of the principal of any debt securities;
- reduce the principal amount of any debt securities;
- reduce the rate or extend the time of payment of interest on any debt
securities;
- reduce any amount payable on redemption of any debt securities;
13
<PAGE> 15
- change the currency in which the principal (including any amount in
respect of original issue discount) or interest on any debt securities is
payable;
- reduce the amount of any original issue discount security payable upon
acceleration or provable in bankruptcy;
- alter certain provisions of the 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;
- impair the right to institute suit for the enforcement of any payment on
any debt securities when due; or
- reduce the 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 by such an amendment. (Subordinated Debt Indenture, Section
8.6)
CONCERNING THE TRUSTEE
The Trustee is one of a number of banks with which Williams, its parent and
its Subsidiaries maintain ordinary banking relationships and with which Williams
and its Subsidiaries and Affiliates maintain credit facilities.
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
Debt securities in bearer form 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 Williams' Certificate of Incorporation, as amended, Williams 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 September 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.
The prospectus supplement relating to a particular series of preferred stock
will describe certain other terms of such series of preferred stock. If so
indicated in the prospectus supplement relating to a particular series of
preferred stock, 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 related prospectus supplement 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 Williams' general creditors.
GENERAL TERMS OF THE PREFERRED STOCK
The Certificate of Incorporation will set forth the designations,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions of the preferred stock of each
series. To the extent the Certificate of Incorporation does not set forth such
rights and limitations, they
14
<PAGE> 16
shall 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:
- the distinctive designation of such series and the number of shares which
shall constitute such series;
- 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;
- 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 Williams; and
- 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; set forth the terms and
provisions governing the operation of any such fund; and establish the
status as to reissue of shares of preferred stock purchased or otherwise
reacquired or redeemed or retired through the operation of such sinking
or purchase fund;
- 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
Williams or upon the issue of additional preferred stock or other capital
stock ranking equally with or prior to such preferred stock or capital
stock as to dividends or distribution of assets on liquidation;
- impose conditions or restrictions upon the payment of dividends upon, 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
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. Such entitlement will be
subject to any limitations specified in the certificate of designation providing
for the issuance of a particular series of preferred stock. The certificate of
designation providing for the issuance of preferred stock of such series may
specify the date on which such preferential dividends are payable. Such
preferential dividends shall further be payable to stockholders of record on a
date which precedes each such dividend payment date which the Board of Directors
has fixed in advance of each such 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. Williams will not declare or pay
any dividend nor will it set apart a dividend for payment for the preferred
stock of any series unless at the same time (1) Williams declares or pays a
dividend in like proportion to the dividends accrued upon the preferred stock of
each other series or (2) Williams sets apart a dividend for payment on preferred
stock of each other series then outstanding. This does not, however, prevent
Williams from authorizing or issuing one or more series of preferred stock
bearing dividends subject to contingencies as to the existence or amount of
15
<PAGE> 17
earnings of Williams 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 remain outstanding, Williams will,
in no event, 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 of such dividends set apart:
- pay or declare any dividends whatsoever, whether in cash, stock or
otherwise;
- make any distribution on any class of junior stock;
- purchase, retire or otherwise acquire for valuable consideration any
shares of preferred stock (subject to certain limitations) or junior
stock.
The ability of Williams, 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
Williams limit the amount of payments to Williams which could affect the amount
of funds available to Williams 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
Williams, 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. Such
redemption will take place at the time or times and on the terms and conditions
fixed for such series. Williams must duly give notice in the manner provided in
the certificate of designation providing for such series and Williams must pay
for such preferred stock 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 the shares 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 upon the fulfillment of two conditions: (1) Williams has given
notice of redemption of all or part of the shares of such series and (2)
Williams has set aside or deposited with a suitable depositary for the pro rata
benefit of the shares called for redemption the redemption price of such shares,
together with accrued dividends to the date fixed as the redemption date.
VOTING RIGHTS
Except as stated in this prospectus or expressly provided by law or except
as the certificate of designation of any series of preferred stock may provide,
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, Williams 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. Holders of preferred stock may give their consent in person
or in proxy, either in writing or by vote at any annual meeting or any special
meeting called for the purpose.
LIQUIDATION RIGHTS
In the event of any liquidation, dissolution or winding up of the affairs
of Williams, voluntary or involuntary, the holders of the preferred stock of the
respective series shall be entitled to be paid in full the
16
<PAGE> 18
respective amount fixed, with respect to such liquidation, dissolution or
winding up, voluntary or involuntary, as the case may be, in the 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.
Williams must have made such payment in full to the holders of the preferred
stock before Williams may make any distribution or payment to the holders of any
class of stock of Williams ranking junior to the preferred stock as to dividends
or distribution of assets on liquidation. After Williams has made such payment
in full to the holders of the preferred stock, the remaining assets and funds of
Williams shall be distributed among the holders of the stocks of Williams
ranking junior to the preferred stock according to their respective rights. If
the assets of Williams available for distribution to holders of preferred stock
shall not be sufficient to make the payment 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 of preferred
stock.
CURRENTLY OUTSTANDING PREFERRED STOCK
Williams currently has two series of preferred stock outstanding, each of
which is briefly described below. The preferred stock to be offered by this
prospectus will not include either of the outstanding series.
The first outstanding series is the Cumulative Convertible preferred stock,
$3.50 Series (the "$3.50 Preferred Stock"). Holders of $3.50 Preferred Stock are
entitled to receive an annual cash dividend of $3.50 per share. The dividends
are payable in quarterly installments, and are cumulative from the date of
initial issuance. The shares of $3.50 Preferred Stock are redeemable at
Williams' option after November 1, 1999. The $3.50 Preferred Stock ranks prior
to the Series A Junior Participating preferred stock, described below, as well
as all other shares of capital stock of Williams currently outstanding.
The second outstanding series is the Series A Junior Participating
preferred stock (the "Junior Preferred Stock"). Holders of Junior Preferred
Stock are entitled to receive quarterly dividends payable in cash of an amount
per share equal to the greater of (a) $120 or (b) 1200 times the aggregate per
share amount of all cash dividends, and 1200 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other
than dividends payable in common stock, since the immediately preceding
quarterly dividend payment date. The dividends are cumulative. Holders of Junior
Preferred Stock have voting rights entitling them to 1200 votes per share on all
matters submitted to a vote of the stockholders of Williams. The Junior
Preferred Stock is not redeemable. The Junior Preferred Stock ranks junior to
all other series of Williams' preferred stock as to the payment of dividends and
the distribution of assets unless the terms of such series specify otherwise.
PLAN OF DISTRIBUTION
Williams may sell the securities in the following ways: (i) through agents;
(ii) through underwriters; (iii) through dealers; and (iv) directly to
purchasers.
Agents designated by Williams from time to time may solicit offers to
purchase the securities. 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. The prospectus supplement will also set forth any
commissions payable by Williams 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 Williams uses any underwriters in the sale, Williams will enter into an
underwriting agreement with such underwriters at the time of sale to them. The
prospectus supplement which the underwriter will use 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, Williams 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.
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<PAGE> 19
Agents, dealers and underwriters may be entitled under agreements entered
into with Williams to indemnification by Williams 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 of such civil liabilities. Agents, dealers and
underwriters may be customers of, engage in transactions with, or perform
services for Williams in the ordinary course of business.
One or more firms ("remarketing firms") may also offer or sell the
securities, if the prospectus supplement so indicates, in connection with a
remarketing arrangement upon their purchase. Remarketing firms will act as
principals for their own accounts or as agents for Williams and such remarketing
firms will offer or sell the securities in accordance with a redemption or
repayment pursuant to the terms of the securities. The prospectus supplement
will identify any remarketing firm and the terms of its agreement, if any, with
Williams and will describe the remarketing firm's compensation. Remarketing
firms may be deemed to be underwriters in connection with the securities they
remarket. Remarketing firms may be entitled under agreements which may be
entered into with Williams to indemnification by Williams against certain civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for Williams in
the ordinary course of business.
If the prospectus supplement so indicates, Williams will authorize agents
and underwriters or dealers to solicit offers by certain purchasers to purchase
the securities from Williams at the public offering price set forth in the
prospectus supplement. Such solicitation will occur 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.
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. Williams cannot be sure 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
As set forth in their report incorporated by reference in this prospectus,
Ernst & Young LLP, independent auditors, have audited the consolidated financial
statements and schedule of Williams for the three years ended December 31, 1997
which appear in Williams' current report on Form 8-K dated May 18, 1998. Such
report of Ernst & Young LLP 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. Such report of Deloitte
& Touche LLP appears in the current report on Form 8-K of Williams dated May 18,
1998 and is incorporated by reference in this prospectus. The report of Deloitte
& Touche LLP 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. Williams' consolidated financial statements and schedule for
the three years ended December 31, 1997 which appear in Williams' current report
on Form 8-K dated May 18, 1998 are incorporated in this prospectus 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 Williams 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.
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<PAGE> 20
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby will
be passed upon for Williams by William G. von Glahn, Senior Vice President and
General Counsel of Williams, and for the Underwriters by Davis Polk & Wardwell,
New York, New York. Mr. von Glahn beneficially owns approximately 100,706 shares
of Williams' Common Stock and also has exercisable options to purchase an
additional 80,504 shares of Williams' Common Stock. Pursuant to its By-laws,
Williams is required to indemnify Mr. von Glahn to the fullest extent permitted
by Delaware law against any expenses actually and reasonably incurred by him in
connection with any action, suit or proceeding in which he is made party by
reason of his being an offer of Williams. Williams also maintains directors' and
officers' liability insurance under which Mr. von Glahn is insured against
certain expenses and liabilities.
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<PAGE> 21
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 Williams in connection with the offering described in this
Registration Statement:
<TABLE>
<CAPTION>
APPROXIMATE
AMOUNT
-----------
<S> <C>
Securities and Exchange Commission registration fee......... $271,050
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...................................... 31,950
--------
TOTAL............................................. $470,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Williams, 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
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 the State of Delaware. In addition, Williams 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 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.
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> 22
<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 Williams (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
Williams and First Chicago Trust Company of New York
(filed as Exhibit 4 to the Williams'
Form 8-K, filed January 24, 1996).
*4.15 -- By-laws of Williams, 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 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; 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 Williams 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> 23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.18 -- Form of Senior Debt Indenture between Williams 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 the 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 Williams, relating to
the validity of the Securities.
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 in Williams' Current Report on Form 8-K
dated May 18, 1998, and as Exhibit 12 to the Williams'
Form 10-Q for the quarter ended September 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 (filed as Exhibit 24.1 to the
Registration Statement on Form S-3 filed October 26,
1998).
*24.2 -- Certified copy of resolutions authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.2 to
the Registration Statement on Form S-3 filed October 26,
1998).
*25.1 -- Statement of Eligibility and Qualification on Form T-1
for Senior Debt Indenture (filed as Exhibit 25.1 to the
Registration Statement on Form S-3 filed October 26,
1998).
*25.2 -- Statement of Eligibility and Qualification on Form T-1
for Subordinated Debt Indenture (filed as Exhibit 25.2 to
the Registration Statement on Form S-3 filed October 26,
1998).
</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.
Williams hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of Williams' 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
II-3
<PAGE> 24
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;
(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 Williams
pursuant to the foregoing provisions, or otherwise, Williams 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 Williams of expenses incurred or
paid by a director, officer or controlling person of Williams in a successful
defense of any action, suit or proceeding) is asserted against Williams by such
director, officer or controlling person in connection with the securities being
registered, Williams 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> 25
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 19th day of
January, 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 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 January 19, 1999
- -----------------------------------------------------
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> 26
<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 January 19, 1999
- -----------------------------------------------------
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> 27
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 Williams (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
Williams and First Chicago Trust Company of New York
(filed as Exhibit 4 to Williams' Form 8-K, filed January
24, 1996).
*4.15 -- By-laws of Williams, as amended (filed, as amended, as
Exhibit 3 to
Form 10-Q for the quarter ended September 30, 1996).
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.16 -- 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; 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 Williams 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 Williams 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 the 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 Williams, relating to
the validity of the Securities.
*12 -- Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 in Williams' Current Report on Form 8-K
dated May 18, 1998, and as Exhibit 12 to the Williams'
Form 10-Q for the quarter ended September 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 (filed as Exhibit 24.1 to the
Registration Statement on Form S-3 filed October 26,
1998).
*24.2 -- Certified copy of resolutions authorizing signatures
pursuant to power of attorney (filed as Exhibit 24.2 to
the Registration Statement on Form S-3 filed October 26,
1998).
*25.1 -- Statement of Eligibility and Qualification on Form T-1
for Senior Debt Indenture (filed as Exhibit 25.1 to the
Registration Statement on Form S-3 filed October 26,
1998).
*25.2 -- Statement of Eligibility and Qualification on Form T-1
for Subordinated Debt Indenture (filed as Exhibit 25.2 to
the Registration Statement on Form S-3 filed October 26,
1998).
</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
January 19, 1999
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 $975,000,000 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, 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 and duly paid for
by the purchasers thereof, (a) all required corporate action will have been
taken with respect to the issuance and sale of the Securities, (b) 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, and (c) the Preferred Stock will have been legally issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned appearing under
the caption "Legal Matters" in the related Prospectus.
Very truly yours,
/s/ WILLIAM G. VON GLAHN
---------------------------------
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
January 19, 1999
<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
January 19, 1999
