AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2002
REGISTRATION NO. 333-85540
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
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)
DELAWARE 73-0569878
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or Organization)
---------------------
WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
ONE WILLIAMS CENTER TULSA, OKLAHOMA 74172
TULSA, OKLAHOMA 74172 (918) 573-2000
(918) 573-2000 (Name, Address, Including Zip Code, and
(Address, Including Zip Code, and Telephone Telephone
Number, Including Area Code, of Registrant's Number, Including Area Code, of Agent For
Principal Executive Offices) Service)
COPIES TO:
JOHN W. OSBORN, ESQ.
PHYLLIS G. KORFF, ESQ.
MARLENE ALVA, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
DAVIS POLK & WARDWELL FOUR TIMES SQUARE
450 LEXINGTON AVENUE NEW YORK, NEW YORK 10036
NEW YORK, NEW YORK 10017 (212) 735-3000
(212) 450-4000 (212) 735-2000 (FAX)
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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(2) REGISTRATION FEE
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Debt Securities; Preferred Stock, $1 par
value; Common Stock, $1 par value;
Preferred Stock Purchase Rights; Purchase
Contracts(3), Warrants(4) and Units(5)... (1)(6) (5) $2,700,000,000 $248,400.00(7)
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(footnotes on following page)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included
in this Registration Statement also relates to an aggregate of $300,000,000 of
unsold securities registered under Registration Statement No. 333-73326, filed
on November 14, 2001, for which a registration fee of $71,700 was paid.
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(1) This Registration Statement also covers such indeterminate number of shares
of Common Stock of the Registrant and accompanying Preferred Stock Purchase
Rights, if any, (i) as shall be issuable or deliverable upon conversion of
any Debt Securities or Preferred Stock registered hereby, which are
convertible into such Common Stock, (ii) as may be issuable or deliverable
in connection with the exercise of any Warrants or the settlement of any
Purchase Contracts and (iii) as may be required for delivery upon
conversion, exercise or settlement of any such convertible securities,
warrants or purchase contracts as a result of anti-dilution provisions
thereof.
(2) Estimated solely for the purpose of determining the registration fee.
Excludes an aggregate of $300,000,000 of unsold securities included in
Registration No. 333-73326, filed on November 14, 2001, for which a
registration fee of $71,700 was paid, which are covered by the Prospectus
included in this Registration Statement pursuant to Rule 429. If any debt
securities are issued at original issue discount, such greater amount
asshall result in net proceeds of $2,700,000,000 to the registrant.
(3) There are being registered hereby such indeterminate number of Purchase
Contracts as may be issued at indeterminate prices. Such Purchase Contracts
may be issued together with any of the other securities being registered
hereby. Purchase Contracts may require the holder thereof to purchase or
sell any of the other securities registered hereby or to purchase or sell
(i) securities of an entity unaffiliated with the Registrant, a basket of
such securities, an index or indices of such securities or any combination
of the above, (ii) currencies or (iii) commodities.
(4) There are being registered hereby such indeterminate number of Warrants as
may be issued at indeterminate prices. Such Warrants may be issued together
with any of the securities registered hereby. Warrants may be exercised to
purchase any of the other securities registered hereby or to purchase or
sell (i) securities of an entity unaffiliated with the Registrant, a basket
of such securities, an index or indices of such securities or any
combination of the above, (ii) currencies or (iii) commodities.
(5) There are being registered hereby such indeterminate number of Units as may
be issued at indeterminate prices. Units may consist of any combination of
the securities being registered hereby.
(6) Not applicable pursuant to Form S-3 General Instruction II(D) under the
Securities Act of 1933.
(7) Fee previously paid.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED JUNE 21, 2002
PROSPECTUS
THE WILLIAMS COMPANIES, INC.
$3,000,000,000
DEBT SECURITIES,
PREFERRED STOCK,
COMMON STOCK,
WARRANTS,
PURCHASE CONTRACTS AND
UNITS
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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.
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.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
---------------------
The date of this prospectus is
TABLE OF CONTENTS
PAGE
NO.
----
Forward-Looking Statements............ 1
Where You Can Find More Information... 1
Incorporation of Documents by
Reference........................... 2
The Williams Companies, Inc. ......... 3
Use of Proceeds....................... 4
Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividend
Requirements........................ 4
Description of Debt Securities........ 4
PAGE
NO.
----
Description of Preferred Stock........ 14
Description of Common Stock........... 19
Description of Warrants............... 20
Description of Purchase Contracts..... 21
Description of Units.................. 21
Plan of Distribution.................. 22
Experts............................... 23
Legal Matters......................... 23
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References in this prospectus to "Williams," "we," "us" or "our" refer to
The Williams Companies, Inc.
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus, excluding historical
information, include forward-looking statements -- statements that discuss our
expected future results based on current and pending business operations. We
make these forward-looking statements in reliance on the safe harbor protections
provided under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as
"anticipates," "believes," "expects," "planned," "scheduled" or similar
expressions. Although we believe these forward-looking statements are based on
reasonable assumptions, statements made regarding future results are subject to
a number of assumptions, uncertainties and risks that could cause future results
to be materially different from the results stated or implied in this
prospectus. Additional information about issues that could lead to material
changes in performance is contained in our Annual Report on Form 10-K/A for the
year ended December 31, 2001 which is incorporated by reference in this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. The registration statement of
which this prospectus forms a part and these reports, proxy statements and other
information can be inspected and copied at the public reference room maintained
by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the SEC's regional offices at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at 233 Broadway, New York, New York 10005.
Copies of these materials may also be obtained from the SEC at prescribed rates
by writing to the public reference room maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to this offering. This prospectus, which forms a
part of the registration statement, does not contain all the information
included in the registration statement and the attached exhibits.
The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. The reports, proxy and information statements
and other information about us can be downloaded from the SEC's website and can
also be inspected and copied at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
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1
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 DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under section 13(a), 13(c), 14 or 15(d) of the
Exchange Act until the offering is completed:
- our annual report on Form 10-K for the year ended December 31, 2001;
- our annual report on Form 10-K/A for the year ended December 31, 2001;
- our quarterly report on Form 10-Q for the quarter ended March 31, 2002;
- our current reports on Form 8-K filed January 4, 2002, January 23, 2002,
January 30, 2002, February 5, 2001, February 19, 2002, March 7, 2002 (two
filed on this date), March 8, 2002, March 13, 2002 (two filed on this
date), March 20, 2002, March 27, 2002, March 28, 2002 (two filed on this
date), April 1, 2002, April 15, 2002, April 25, 2002, April 26, 2002, May
3, 2002, May 22, 2002 (two filed on this date), May 28, 2002 (two filed
on this date), June 6, 2002 and June 12, 2002;
- our current report on Form 8-K/A filed March 20, 2002; and
- our definitive proxy statement on Schedule 14A filed March 29, 2002.
You may request a copy of these filings, at no cost, by writing or calling
us at the following address:
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Attention: Corporate Secretary
Telephone: (918) 573-2000
You should rely only on the information incorporated by reference or
provided in this prospectus or the applicable prospectus supplement. We have not
authorized anyone else to provide you with any information. You should not
assume that the information in this document is current as of any date other
than the date on the front page of this prospectus.
2
THE WILLIAMS COMPANIES, INC.
Williams, through Williams Energy Marketing & Trading Company, Williams Gas
Pipeline Company, LLC and Williams Energy Services, LLC, and their respective
subsidiaries, engages in the following types of energy-related activities:
- price risk management services and the purchase and sale, and arranging
of transportation or transmission, of energy and energy-related
commodities including natural gas and gas liquids, crude oil and refined
products and electricity;
- transportation and storage of natural gas and related activities through
the operating and ownership of four wholly-owned interstate natural gas
pipelines, several pipeline joint ventures and a wholly-owned liquefied
natural gas terminal;
- exploration, production and marketing of oil and gas through ownership of
3.2 trillion cubic feet equivalent of proved natural gas reserves
primarily located in the Rocky Mountain, Mid-Continent and Gulf Coast
regions of the United States;
- direct investments in international energy projects located primarily in
South America and Lithuania, investments in energy and infrastructure
development funds in Asia and South America and soda ash mining
operations in Colorado;
- natural gas gathering, treating and processing activities through
ownership and operation of approximately 11,200 miles of gathering lines,
10 natural gas treating plants and 18 natural gas processing plants
(three of which are partially owned) located in the United States and
Canada;
- natural gas liquids transportation through ownership and operation of
approximately 14,300 miles of natural gas liquids pipeline (4,770 miles
of which are partially owned);
- through a majority-owned subsidiary, transportation of petroleum products
and related terminal services through ownership or operation of
approximately 6,747 miles of petroleum products pipeline and 39 petroleum
products terminals;
- light hydrocarbon/olefin transportation through 300 miles of pipeline in
southern Louisiana;
- ethylene production through a 5/12 interest in a 1.3 billion pounds per
year facility in Geismar, Louisiana;
- production and marketing of ethanol and bio-products through operation
and ownership of two ethanol plants (one of which is partially owned) and
ownership of minority interests of investments in four other plants;
- refining of petroleum products through operation and ownership of two
refineries;
- retail marketing through 61 travel centers;
- through a majority-owned subsidiary, petroleum products terminal services
through the ownership and operation of five marine terminals and 25
inland terminals that form a distribution network for gasoline and other
refined petroleum products throughout the southeastern United States; and
- through a majority-owned subsidiary, ammonia transportation and terminal
services through ownership and operation of an ammonia pipeline and
terminal system that extends for approximately 1,100 miles from Texas and
Oklahoma to Minnesota.
Williams was incorporated under the laws of the State of Nevada in 1949 and
was reincorporated under the laws of the State of Delaware in 1987. Williams
maintains its principal executive offices at One Williams Center, Tulsa,
Oklahoma 74172, telephone (918) 573-2000.
3
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.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The following table presents our consolidated ratio of earnings to combined
fixed charges and preferred stock dividend requirements for the periods shown.
QUARTER ENDED MARCH 31, YEAR ENDED DECEMBER 31,
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2002 2001 2000 1999 1998 1997
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1.96 2.66 3.02 1.84 1.64 2.37
For purposes of computing these ratios, earnings means income (loss) from
continuing operations before:
- income taxes;
- extraordinary gain (loss);
- minority interest in income (loss) and preferred returns of consolidated
subsidiaries;
- interest expense, net of interest capitalized;
- interest expense of 50-percent-owned companies;
- that portion of rental expense that we believe to represent an interest
factor;
- pretax effect of dividends on preferred stock of Williams;
- adjustment to equity earnings to exclude equity investments with losses;
and
- adjustment to equity earnings to reflect actual distributions from equity
investments.
Fixed charges means the sum of the following:
- interest expense;
- that portion of rental expense that we believe to represent an interest
factor;
- pretax effect of dividends on preferred stock of Williams;
- pretax effect of dividends on preferred stock and other preferred returns
of consolidated subsidiaries; and
- interest expense of 50-percent-owned companies.
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 the
senior debt indenture between Williams and Bank One Trust Company, National
Association, as trustee. Williams will issue debt securities that will be
subordinated debt under the subordinated debt indenture between Williams and
Bank One Trust Company, National Association, 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 Bank
One Trust Company, National Association, as the trustee. Williams has filed the
forms of the indentures as exhibits to the registration statement.
4
THE FOLLOWING SUMMARIES OF CERTAIN PROVISIONS OF THE INDENTURES AND THE
DEBT SECURITIES ARE NOT COMPLETE AND THESE SUMMARIES ARE SUBJECT TO THE DETAILED
PROVISIONS OF THE APPLICABLE INDENTURE. FOR A FULL DESCRIPTION OF THESE
PROVISIONS, INCLUDING THE DEFINITIONS OF CERTAIN TERMS USED IN THIS PROSPECTUS,
AND FOR OTHER INFORMATION REGARDING THE DEBT SECURITIES, SEE THE INDENTURES.
Wherever this prospectus refers to particular sections or defined terms of the
applicable indenture, these 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 "-- Covenants of Williams."
Neither indenture contains any covenant or provision which affords debt holders
protection in the event of a highly leveraged transaction.
DEFINITIONS
Some of the 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 accounting principles generally accepted
in the United States.
"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 by 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. Funded Indebtedness 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.
You should note that the term "subsidiary," as used in this section
describing the debt securities, refers only to a corporation in which Williams,
or another subsidiary or subsidiaries of Williams, owns at least a majority of
the outstanding securities which have voting power.
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. Williams' subsidiaries own all of the
operating assets of Williams and 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
5
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 dividends or other payments
from its subsidiaries.
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;
- 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;
- maturity date;
- interest rate or rates, if any, or the method by which the rate will be
determined;
- the dates on which any 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;
- whether Williams will issue the debt securities by themselves or as part
of a unit together with other securities;
- 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 in the
manner, at the places, and subject to the restrictions set forth in the debt
securities and the prospectus supplement. 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 these 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.
6
INTEREST RATE
Debt securities that bear interest will do so at a fixed rate or a floating
rate. Williams will sell, at a discount below the stated principal amount, any
debt securities which bear no interest or which bear interest at a rate that at
the time of issuance is below the prevailing market rate.
The relevant prospectus supplement will describe the special United States
federal income tax considerations applicable to:
- any discounted debt securities; or
- certain debt securities issued at par which are treated as having been
issued at a discount for United States federal income tax purposes.
REGISTERED GLOBAL SECURITIES
Williams may issue registered debt securities of a series in the form of
one or more fully registered global securities. Williams will deposit the
registered global security with a depositary or with a nominee for a depositary
identified in the prospectus supplement relating to such series. Williams will
then issue one or more registered global securities 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 the
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:
- by the depositary for the registered global security to a nominee of the
depositary;
- by a nominee of the depositary to the depositary or another nominee of
the depositary; or
- by the depositary or any nominee to a successor of the depositary or a
nominee of the successor.
The prospectus supplement relating to a series of debt securities will
describe the specific terms of the depositary arrangement concerning 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 the
registered global security will credit, on its book-entry registration and
transfer system, the principal amounts of the debt securities represented by the
registered global security to the accounts of persons that have accounts with
the depositary. These persons are referred to as "participants." Any
underwriters or agents participating in the distribution of debt securities
represented by the registered global security 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. The
depositary for a global security will maintain records of beneficial ownership
interests in a registered global security for participants. Participants or
persons that hold through participants will maintain records of beneficial
ownership interests in a global security for persons other than participants.
These records will be the only means to transfer 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 a registered global security, the depositary or its
nominee will be considered the sole owner or holder of the debt securities
represented by the registered global security for all purposes under the
applicable indenture. Except as set forth below, owners of beneficial interests
in a registered global security:
- may not have the debt securities represented by a registered global
security registered in their names;
- will not receive or be entitled to receive physical delivery of debt
securities represented by a registered global security in definitive
form; and
- will not be considered the owners or holders of debt securities
represented by a registered global security under the applicable
indenture.
7
PAYMENT OF INTEREST ON AND PRINCIPAL OF REGISTERED GLOBAL SECURITIES
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 the depositary or its nominee as the
registered owner of the registered global security. None of Williams, the
trustee, or any paying agent for debt securities represented by a registered
global security 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
- maintaining, supervising, or reviewing any records relating to beneficial
ownership interests.
Williams expects that the depositary, upon receipt of any payment of
principal, premium or interest, will immediately credit participants' accounts
with payments in amounts proportionate to their beneficial interests in the
principal amount of a registered global security as shown on the depositary's
records. Williams also expects that payments by participants to owners of
beneficial interests in a registered global security held through participants
will be governed by standing instructions and customary practices. This is
currently the case with the securities held for the accounts of customers
registered in "street name." Williams also expects that this payout will be the
responsibility of participants.
EXCHANGE OF REGISTERED GLOBAL SECURITIES
Williams will issue debt securities in definitive form in exchange for the
registered global security 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
- Williams does not appoint a successor depositary within ninety days.
In addition, Williams may, at any time, determine not to have any of the
debt securities of a series represented by one or more registered global
securities. In this event, Williams will issue debt securities of a series in
definitive form in exchange for all of the registered global security or
securities representing these debt securities.
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. These
senior debt securities will rank equally and ratably 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. These 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 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. "Senior
indebtedness" does not include nonrecourse obligations, the subordinated debt
securities, or any other obligations specifically designated as being
subordinate in right of payment to senior indebtedness. See subordinated debt
indenture, section 1.1.
In general, the holders of all senior indebtedness are entitled to receive
payment of the full amount unpaid on senior indebtedness 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
the subordinated debt securities in certain events. These events include:
- any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization, or other similar proceedings which concern
Williams or a substantial part of its property;
8
- a default having occurred for the payment of principal, premium, if any,
or interest on or other monetary amounts due and payable on any senior
indebtedness or any other default having occurred concerning any senior
indebtedness, which permits the holder or holders of any senior
indebtedness to accelerate the maturity of any senior indebtedness with
notice or lapse of time, or both. This type of an event of default must
have continued beyond the period of grace, if any, provided for this type
of an event of default under the senior indebtedness, and this type of an
event of default shall not have been cured or waived or shall not have
ceased to exist; or
- the principal of, and accrued interest on, any series of the subordinated
debt securities having been declared due and payable upon an event of
default contained in the subordinated debt indenture. This declaration
must 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.
COVENANTS OF WILLIAMS
Liens. The senior debt indenture refers to any instrument securing
indebtedness, such as a mortgage, pledge, lien, security interest, or
encumbrance on any property of Williams, as a "mortgage." The senior debt
indenture further 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 unless Williams provides equal and
proportionate security for the senior debt securities Williams issues under the
senior debt indenture. Among these exceptions are:
- certain purchase money mortgages;
- certain preexisting mortgages on any property acquired or constructed by
Williams or a subsidiary;
- certain mortgages created within one year after completion of such
acquisition or construction;
- certain mortgages created on any contract for the sale of products or
services related to the operation or use of any property acquired or
constructed within one year after completion of such acquisition or
construction;
- mortgages on property of a subsidiary existing at the time it became a
subsidiary of 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. See the
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 expressly
assumes Williams' obligations under the applicable indenture and the debt
securities issued under this indenture; and
- immediately after giving effect to such transaction, no event of default,
and no event which, after notice or lapse of time or both, would become
an event of default, shall have happened and be continuing. See section
9.1 of the indentures.
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.
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EVENT OF DEFAULT
In general, each indenture defines an event of default with respect to debt
securities of any series issued under the 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 that
series or that indenture other than:
- default in or breach of a covenant which is dealt with otherwise
below, or
- 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. See section 5.1 of the indentures.
In general, each indenture provides that if an event of default described
in clauses (a), (b), or (c) above occurs and does not affect all series of debt
securities then outstanding, the trustee or the holders of debt securities of
the relevant series may then declare the following amounts to be due and payable
immediately:
- the entire principal of all debt securities of each series affected by
the event of default; and
- the interest accrued on such principal.
Such a declaration by the holders requires the approval of at least 25
percent in principal amount of the debt securities of each series issued under
the applicable indenture and then outstanding, treated as one class, which are
affected by the event of default.
Each indenture also generally provides that if a default described in
clause (c) above which is applicable to all series of debt securities then
outstanding or certain events of bankruptcy, insolvency, and reorganization of
Williams occur and are continuing, the trustee or the holders of debt securities
may declare the entire principal of all such debt securities and interest
accrued thereon to be due and payable immediately. This declaration by the
holders requires the approval of at least 25 percent in principal amount of all
debt securities issued under the applicable indenture and then outstanding,
treated as one class. 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.
However, the majority holders may not annul or waive a continuing default in
payment of principal of, premium, if any, or interest on such debt securities.
See sections 5.1 and 5.10 of the indentures.
Each indenture provides that the holders of debt securities issued under
that indenture, treated as one class, will indemnify the trustee before the
trustee exercises any of its rights or powers under the indenture. This
indemnification is subject to the trustee's duty to act with the required
standard of care during a default. See section 6.2 of the indentures. The
holders of a majority in aggregate principal amount of the outstanding debt
securities of each series affected, treated as one class, issued under the
applicable indenture may direct the time, method, and place of:
- conducting any proceeding for any remedy available to the trustee; or
- exercising any trust or power conferred on the trustee.
This right of the holders of debt securities is, however, subject to the
provisions in each indenture providing for the indemnification of the trustee
and other specified limitations. See section 5.9 of the indentures.
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In general, each indenture provides that holders of debt securities issued
under that indenture may only institute an action against Williams under the
indenture if the following four conditions are fulfilled:
- the 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
the applicable indenture and then outstanding have requested the trustee
to institute such action and have 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
the applicable indenture and then outstanding. See sections 5.6, 5.7, and
5.9 of the indentures.
The above four conditions do not apply to actions by holders of the debt
securities under the applicable indenture against Williams for payment of
principal or interest on or after the due date provided. 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. See section 3.5 of
the indentures.
DISCHARGE, DEFEASANCE, AND COVENANT DEFEASANCE
Williams can discharge or defease its obligations under each indenture as
set forth below. See section 10.1 of the indentures.
Under terms satisfactory to the trustee, Williams may discharge certain
obligations to holders of any series of debt securities issued under the
applicable indenture which have not already been delivered to the trustee for
cancellation. These debt securities must also:
- have become due and payable;
- be due and payable by their terms within one year; or
- be scheduled for redemption by their terms within one year.
Williams may redeem any series of debt securities by irrevocably depositing
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 the applicable 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. These sections contain the
covenants described above limiting liens and consolidations, mergers and
conveyances of assets. Also, under terms satisfactory to the trustee, Williams
may avoid compliance with these 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 the series issued under the applicable indenture;
- Williams delivers to the trustee an opinion of counsel to the effect that
the holders of the 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 these 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.
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In the case of a Defeasance, this 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 the applicable indenture, since this
result would not occur under current tax law;
- 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 the deposit date; and
- 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:
(a) the trust funds will not be subject to any rights of holders of
senior indebtedness; and
(b) 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 these trust
funds;
(b) adequate protection of holders of the subordinated debt securities
interests in these 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 these 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 that indenture, so
long as the action will not adversely effect 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. See
section 8.1 of the indentures.
Each indenture also permits Williams and the trustee to:
- add any provisions to that indenture;
- change in any manner that indenture;
- eliminate any of the provisions of that indenture; and
- modify in any way the rights of the holders of debt securities of each
series affected.
All of the above actions require the consent of the holders of at least a
majority in principal amount of debt securities of each series issued under that
indenture then outstanding and affected. These holders will vote as one class to
approve such changes.
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;
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- 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;
- 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 the applicable indenture, the consent of the holders
of which is required for any such modification. See section 8.2 of the
indentures.
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. See the subordinated debt indenture,
section 8.6.
CONVERSION RIGHTS
The prospectus supplement will provide if a series of securities is
convertible into our common stock and the initial conversion price per share at
which the securities may be converted. Unless we specify other conversion
provisions in the prospectus supplement, the following provisions will be
applicable to our convertible securities.
If we have not redeemed a convertible security, the holder of the
convertible security may convert the security, or any portion of the principal
amount in integral multiples of $1,000, at the conversion price in effect at the
time of conversion, into shares of Williams' common stock. Conversion rights
expire at the close of business on the date specified in the prospectus
supplement for a series of convertible securities. Conversion rights expire at
the close of business on the redemption date in the case of any convertible
securities that we call for redemption.
In order to exercise the conversion privilege, the holder of the
convertible security must surrender to us, at any office or agency maintained
for that purpose, the security with a written notice of the election to convert
the security, and, if the holder is converting less than the entire principal
amount of the security, the amount of security to be converted. In addition, if
the convertible security is converted during the period between a record date
for the payment of interest and the related interest payment date, the person
entitled to convert the security must pay us an amount equal to the interest
payable on the principal amount being converted.
We will not pay any interest on converted securities on any interest
payment date after the date of conversion except for those securities
surrendered during the period between a record date for the payment of interest
and the related interest payment date.
Convertible securities shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of the security. We will
not issue any fractional shares of stock upon conversion, but we will make an
adjustment in cash based on the market price at the close of business on the
date of conversion.
The conversion price will be subject to adjustment in the event of:
- payment of stock dividends or other distributions of our common stock;
- issuance of rights or warrants to all our stockholders entitling them to
subscribe for or purchase our stock at a price less than the market price
of our common stock;
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- the subdivision of our common stock into a greater or lesser number of
shares of stock;
- the distribution to all stockholders of evidences of our indebtedness or
assets, excluding stock dividends or other distributions and rights or
warrants; or
- the reclassification of our common stock into other securities.
We may also decrease the conversion price as we consider necessary so that
any event treated for federal income tax purposes as a dividend of stock or
stock rights will not be taxable to the holders of our common stock.
We will pay any and all transfer taxes that may be payable in respect of
the issue or delivery of shares of common stock on conversion of the securities.
We are not required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares in a name other than that
of the holder of the security to be converted and no issue and delivery shall be
made unless and until the person requesting the issue has paid the amount of any
such tax or established to our satisfaction that such tax has been paid.
After the occurrence of:
- consolidation with or merger of Williams into any other corporation,
- any merger of another corporation into Williams, or
- any sale or transfer of substantially all of the assets of Williams,
which results in any reclassification, change or conversion of our common stock,
the holders of any convertible securities will be entitled to receive on
conversion the kind and amount of shares of common stock or other securities,
cash or other property receivable upon such event by a holder of our common
stock immediately prior to the occurrence of the event.
CONCERNING THE TRUSTEE
The trustee is one of a number of banks with which Williams and its
subsidiaries maintain ordinary banking relationships and with which Williams and
its subsidiaries 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 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 March 31, 2002, 1,466,667 shares of
preferred stock were outstanding outside of our consolidated group. See
"Outstanding Preferred Stock" below. 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 are not complete and are qualified in their entirety by reference to
the certificate of incorporation and to the certificate of designation relating
to that series of preferred stock.
The rights of the holders of each series of preferred stock will be
subordinate to those of Williams' general creditors.
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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 the
rights and limitations, they will be fixed by the certificate of designation
relating to the series. A prospectus supplement relating to each series will
specify the terms of the preferred stock as follows:
- the distinctive designation of the series and the number of shares which
shall constitute the series;
- the rate of dividends, if any, payable on shares of the series, the date,
if any, from which the dividends shall accrue, the conditions upon which
and the date when the dividends shall be payable, and whether the
dividends shall be cumulative or noncumulative;
- the amounts which the holders of the preferred stock of the 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 the 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 the series that may be issued;
- provide for a sinking fund for the purchase or redemption or a purchase
fund for the purchase of shares of the series, set forth the terms and
provisions governing the operation of any 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 the sinking or
purchase fund;
- grant voting rights to the holder of shares of the 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 the 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 the series the right to
convert the preferred stock into shares of another series or class of
capital stock; and
- grant other special rights to the holders of shares of the 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 annual rate, if any, fixed for the series. Their 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 the series may
specify the date on which the preferential dividends are payable. The
preferential dividends shall further be payable to stockholders of record on a
date which precedes each dividend payment date which the board of directors has
fixed in advance of each particular dividend.
Each share of preferred stock shall rank on a parity with each other share
of preferred stock, irrespective of series, with respect to preferential
dividends accrued on the shares of the 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 Williams declares, pays, or sets
apart a dividend in like proportion to the dividends accrued upon
15
the preferred stock of each other series. 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
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
not, 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 the dividends set apart:
- pay or declare any dividends whatsoever, whether in cash, stock, or
otherwise;
- make any distribution on any class of junior stock; or
- 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.
Bank One Trust Company, National Association, is the registrar, transfer
agent, and dividend disbursing agent for the shares of the preferred stock.
REDEMPTION
With the approval of its board of directors, Williams may redeem all or any
part of the preferred stock of any series that by its terms is redeemable.
Redemption will take place at the time or times and on the terms and conditions
fixed for the series. Williams must duly give notice in the manner provided in
the certificate of designation providing for the series. Williams must pay for
preferred stock in cash the sum fixed for the series, together, in each case,
with an amount equal to accrued and unpaid dividends on the series of preferred
stock. The certificate of designation providing for a series of preferred stock
which is subject to redemption may provide, upon the two conditions discussed
below, that the shares will no longer be deemed outstanding, and all rights with
respect to the shares will cease, including the accrual of further dividends,
other than the right to receive the redemption price of the shares without
interest, when:
- Williams has given notice of redemption of all or part of the shares of
the series; and
- Williams has set aside or deposited with a suitable depositary for the
proportionate benefit of the shares called for redemption the redemption
price of the shares, together with accrued dividends to the date fixed as
the redemption date.
Redemption will terminate the right of holders of the preferred stock to
accrual of further dividends. Redemption will not, however, terminate the right
of holders of the shares redeemed to receive the redemption price for the shares
without interest.
VOTING RIGHTS
The preferred stock will 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, except as:
- stated in this prospectus or the applicable prospectus supplement;
- expressly provided by law; or
- provided in the certificate of designation of the series of preferred
stock.
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.
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So long as any shares of preferred stock are outstanding, Williams must
not, during the continuance of any default in the payment of dividends on the
preferred stock, 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 concerning dividends or distribution of assets on liquidation. Holders of
a majority of the number of shares of preferred stock outstanding at the time
may, however, permit such a redemption by giving their consent in person or by
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 are entitled to be paid in full the following amounts:
- the amount fixed in the certificate of designation providing for the
issue of shares of the series; plus
- a sum equal to all accrued and unpaid dividends on the shares of
preferred stock to the date of payment of the dividends.
Williams must have made this payment in full to the holders of the
preferred stock before it 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 this
payment in full to the holders of the preferred stock, the remaining assets and
funds of Williams will be distributed among the holders of the stock of Williams
ranking junior to the preferred stock according to their rights. If the assets
of Williams available for distribution to holders of preferred stock are
sufficient to make the payment required to be made in full, these assets will be
distributed to the holders of shares of preferred stock proportionately to the
amounts payable upon each share of preferred stock.
PREFERRED STOCK PURCHASE RIGHTS
On February 6, 1996, Williams entered into a rights agreement with The
First Chicago Trust Company of New York, as rights agent, which currently
provides for a dividend of one-third preferred stock purchase right for each
outstanding share of Williams' common stock. The rights trade automatically with
shares of common stock and become exercisable only under the circumstances
described below. The rights are designed to protect the interests of Williams
and its stockholders against coercive takeover tactics. The purpose of the
rights is to encourage potential acquirers to negotiate with the board of
directors of Williams prior to attempting a takeover and to provide the board
with leverage in negotiating on behalf of all stockholders the terms of any
proposed takeover. The rights may have anti-takeover effects. The rights should
not, however, interfere with any merger or other business combination approved
by the board of directors of Williams.
Until a right is exercised, the right does not entitle the holder to
additional rights as a Williams' stockholder, including, without limitation, the
right to vote or to receive dividends. Upon becoming exercisable, each right
entitles its holder to purchase from Williams one two-hundredth of a share of
Series A Junior Participating Preferred Stock at an exercise or purchase price
of $140.00 per right, subject to adjustment. Each one two-hundredth of a share
of Series A Junior Participating Preferred Stock entitles the holder 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; plus
- 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 on the Junior Participating Preferred Stock are cumulative.
Holders of Junior Participating Preferred Stock have voting rights entitling
them to 1200 votes per share on all matters submitted to a vote of the
stockholders of Williams.
In general, the rights will not be exercisable until the distribution date,
which is the earlier of (a) the close of business on the 10th business day after
Williams learns that a person or group has acquired, or
17
obtained the right to acquire, beneficial ownership of 15% or more of our
outstanding common stock, (b) the close of business on the 10th business day
after the commencement of a tender or exchange offer for 15% or more of
Williams' outstanding common stock, or (c) the close of business on the 10th
business day after the board of directors of Williams determines that any
adverse person or group has become the beneficial owner of an amount of common
stock which the board of directors determines to be substantial. Below we refer
to the person or group acquiring at least 15% of our common stock as an
acquiring person.
In the event that a person or group acquires beneficial ownership of 15% or
more of Williams' outstanding common stock or the board of directors of Williams
determines that any adverse person or group has become the beneficial owner of a
substantial amount of common stock, each holder of a right will have the right
to exercise and receive common stock having a value equal to two times the
exercise price of the right. The exercise price is the purchase price times the
number of shares of common stock associated with each right. Any rights that are
at any time beneficially owned by an acquiring person will be null and void and
any holder of such right will be unable to exercise or transfer the right.
In the event that someone becomes an acquiring person and either (a)
Williams is involved in a merger or other business combination in which Williams
is not the surviving corporation, (b) Williams is involved in a merger or other
business combination in which Williams is the surviving corporation but all or a
part of its common stock is changed or exchanged, or (c) 50% or more of
Williams' assets, cash flow or earning power is sold or transferred, each right
becomes exercisable and each right will entitle its holder to receive common
stock of the acquiring person having a value equal to two times the exercise
price of the right.
The rights will expire at the close of business on February 6, 2006, unless
redeemed before that time. At any time prior to the earlier of (a) 10 days
following the stock acquisition date, as defined in the rights agreement, and
(b) the expiration date, the board of directors of Williams may redeem the
rights in whole, but not in part, at a price of $.01 per right. Prior to the
distribution date, Williams may amend the rights agreement in any respect
without the approval of the rights holders. However, after the distribution
date, the rights agreement may not be amended in any way that would adversely
affect the holders of rights (other than any acquiring person or group) or cause
the rights to again become redeemable. The Junior Participating 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 the series
specify otherwise.
You should refer to the applicable provisions of the rights agreement,
which we filed with the SEC as Exhibit 4 to our Form 8-K filed January 24, 1996
and incorporated by reference into the registration statement of which this
prospectus is a part.
OUTSTANDING PREFERRED STOCK
On March 27, 2002, Williams sold $275 million of its 9 7/8 percent
cumulative convertible preferred stock (the "March 2002 Preferred Stock") to
MEHC Investment, Inc., a wholly-owned subsidiary of MidAmerican Energy Holdings
Company, and a member of the Berkshire Hathaway family of companies. MEHC
Investment acquired 1,466,667 shares of the March 2002 Preferred Stock at a
purchase price of $187.50 per share, pursuant to a stock purchase agreement
between the companies. Each share of the March 2002 Preferred Stock is
convertible into ten shares of William's common stock. For a full description of
the March 2002 Preferred Stock, please refer to Williams' certificate of
incorporation and the certificate of designation of the March 2002 Preferred
Stock, which has been filed as part of Exhibit 3.1 to the registration statement
of which this prospectus is a part.
On March 28, 2001, Williams issued 14,000 shares of its March 2001
Mandatorily Convertible Single Reset Preferred Stock (the "March 2001 Preferred
Stock") to a wholly owned subsidiary as part of a transaction to provide
indirect credit support for $1.4 billion of structured notes issued by entities
controlled by Williams Communications Group, Inc. through a commitment to issue
Williams' equity upon the occurrence of certain trigger events. On March 5,
2002, Williams received the requisite approvals for its consent solicitation to
amend the terms of these structured notes. The amendment, among other things,
eliminates a bankruptcy by Williams Communications and a Williams credit ratings
downgrade from the enumerated list of events that could cause an acceleration of
the notes. For a full description of the March 2001 Preferred
18
Stock, please refer to Williams' certificate of incorporation and the
certificate of designation of the March 2001 Preferred Stock, which has been
filed as part of Exhibit 3.1 to the registration statement of which this
prospectus is a part.
On December 28, 2000, in connection with the purchase of various
energy-related assets in Canada and formation of Snow Goose Associates, L.L.C.
and Arctic Fox Assets, L.L.C., Williams issued 342,000 shares of Williams'
December 2000 cumulative convertible preferred stock ("December 2000 Preferred
Stock") to Arctic Fox Assets, L.L.C., a wholly owned subsidiary of Williams. For
a full description of the December 2000 Preferred Stock, please refer to
Williams' certificate of incorporation and the certificate of designation of the
December 2000 Preferred Stock, which has been filed as part of Exhibit 3.1 to
the registration statement of which this prospectus is a part.
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, Williams is authorized to issue up to
960,000,000 shares of common stock. As of March 31, 2002, Williams had
537,544,442 issued and outstanding shares of common stock. In addition, at March
31, 2002, options to purchase 29,242,897 shares of common stock were outstanding
under various stock and compensation incentive plans. Additionally, at March 31,
2002, purchase contracts obligating the holders of the purchase contacts to
purchase up to 44,000,000 shares of common stock on February 16, 2005 were
outstanding. The number of shares of common stock which the holders of these
purchase contracts are required to purchase is subject to adjustment based on
the market value of Williams' common stock. The outstanding shares of Williams'
common stock are fully paid and nonassessable. The holders of Williams' common
stock are not entitled to preemptive or redemption rights. Shares of Williams'
common stock are not convertible into shares of any other class of capital
stock. EquiServe Trust Company, N.A., is the transfer agent and registrar for
our common stock.
Williams currently has the following provisions in its charter or bylaws
which could be considered to be "anti-takeover" provisions:
- an article in its charter providing for a classified board of directors
divided into three classes, one of which is elected for a three-year term
at each annual meeting of stockholders;
- an article in its charter providing that directors cannot be removed
except for cause and by the affirmative vote of three-fourths of the
outstanding shares of common stock;
- an article in its charter requiring the affirmative vote of three-fourths
of the outstanding shares of common stock for certain merger and asset
sale transactions with holders of more than five percent of the voting
power of Williams; and
- a bylaw requiring stockholders to provide prior notice for nominations
for election to the board of directors or for proposing matters which can
be acted upon at stockholders meetings.
Williams is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an interested
stockholder (defined generally as a person owning 15% or more of Williams'
outstanding voting stock) from engaging in a business combination with Williams
for three years following the date that person became an interested stockholder
unless:
- before that person became an interested stockholder, the board of
directors of Williams approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination;
- upon completion of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of Williams
outstanding at the time the transaction commenced (excluding stock held
by persons who are both directors and officers of Williams or by certain
employee stock plans); or
- on or following the date on which that person became an interested
stockholder, the business combination is approved by Williams' board of
directors and authorized at a meeting of stockholders by
19
the affirmative vote of the holders of a least 66 2/3% of the outstanding
voting stock of Williams (excluding shares held by the interested
stockholder).
A business combination includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder.
DIVIDENDS
The holders of Williams' common stock are entitled to receive dividends
when, as, and if declared by the board of directors of Williams, out of funds
legally available for their payment subject to the rights of holders of any
outstanding preferred stock.
VOTING RIGHTS
The holders of Williams' common stock are entitled to one vote per share on
all matters submitted to a vote of stockholders.
RIGHTS UPON LIQUIDATION
In the event of Williams' voluntary or involuntary liquidation,
dissolution, or winding up, the holders of Williams' common stock will be
entitled to share equally in any assets available for distribution after the
payment in full of all debts and distributions and after the holders of all
series of outstanding preferred stock have received their liquidation
preferences in full.
DESCRIPTION OF WARRANTS
Williams may issue warrants to purchase its debt or equity securities or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between Williams and a warrant agent. The terms of any warrants to
be issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
- the title of such warrants;
- the aggregate number of such warrants;
- the price or prices at which such warrants will be issued;
- the currency or currencies, in which the price of such warrants will be
payable;
- the securities or other rights, including rights to receive payment in
cash or securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices, or any
combination of the foregoing, purchasable upon exercise of such warrants;
- the price at which and the currency or currencies, in which the
securities or other rights purchasable upon exercise of such warrants may
be purchased;
- the date on which the right to exercise such warrants shall commence and
the date on which such right shall expire;
- if applicable, the minimum or maximum amount of such warrants which may
be exercised at any one time;
20
- if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with each
such security;
- if applicable, the date on and after which such warrants and the related
securities will be separately transferable;
- information with respect to book-entry procedures, if any;
- if applicable, a discussion of any material United States federal income
tax considerations; and
- any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
DESCRIPTION OF PURCHASE CONTRACTS
Williams may issue purchase contracts for the purchase or sale of:
- debt or equity securities issued by Williams or securities of third
parties, a basket of such securities, an index or indices of such
securities or any combination of the above as specified in the applicable
prospectus supplement;
- currencies; or
- commodities.
Each purchase contract will entitle the holder thereof to purchase or sell,
and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, which may be based on a
formula, all as set forth in the applicable prospectus supplement. Williams may,
however, satisfy its obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.
The purchase contracts may require Williams to make periodic payments to
the holders thereof or vice versa, which payments may be deferred to the extent
set forth in the applicable prospectus supplement, and those payments may be
unsecured or prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement. Alternatively, purchase
contracts may require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Williams' obligation to settle such pre-paid
purchase contracts on the relevant settlement date may constitute indebtedness.
Accordingly, pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, Williams may issue
units consisting of one or more purchase contracts, warrants, debt securities,
shares of preferred stock, shares of common stock or any combination of such
securities. The applicable prospectus supplement will describe:
- the terms of the units and of the purchase contracts, warrants, debt
securities, preferred stock and common stock comprising the units,
including whether and under what circumstances the securities comprising
the units may be traded separately;
- a description of the terms of any unit agreement governing the units; and
- a description of the provisions for the payment, settlement, transfer or
exchange of the units.
21
PLAN OF DISTRIBUTION
Williams may sell the securities through agents, through underwriters,
through dealers, and 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 the 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 the securities to the dealer,
as principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.
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, referred to as "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. These
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
that 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. The solicitation will occur pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
These 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. The 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.
22
EXPERTS
The consolidated financial statements and schedule of Williams at December
31, 2001 and 2000 and for each of the three years in the period ended December
31, 2001 appearing in Williams' Form 8-K filed with the Securities and Exchange
Commission on May 28, 2002, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
William G. von Glahn, Senior Vice President and General Counsel of
Williams, and Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York will
pass upon certain legal matters for Williams in connection with the securities
offered by this prospectus. Davis Polk & Wardwell, New York, New York will pass
upon certain legal matters for the underwriters in connection with the
securities offered by this prospectus. As of March 31, 2002, Mr. von Glahn was
the beneficial holder of 402,402 shares of Williams common stock (including
268,010 shares subject to stock options exercisable within 60 days, deferred
stock awards and Williams' 401(k) retirement plan). Mr. von Glahn is a
participant in Williams' stock option plan and various other employee benefit
plans offered to employees of Williams.
23
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:
APPROXIMATE
AMOUNT
-----------
Securities and Exchange Commission registration fee......... $248,400
Printing and engraving expenses............................. 50,000
Accounting fees and expenses................................ 50,000
Legal fees and expenses..................................... 85,000
Trustees' fees.............................................. 12,000
Fees of rating agencies..................................... 50,000
Miscellaneous expenses...................................... 28,000
--------
Total............................................. $523,400
========
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.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
EXHIBIT
NUMBER EXHIBIT
------- -------
1.1 Form of Underwriting Agreement Standard Provisions (Debt)
(filed as Exhibit 1.1 to the Registration Statement on Form
S-3 filed June 22, 2001, file number 333-63724).*
1.2 Form of Distribution Agreement (filed as Exhibit 1.2 to the
Registration Statement on Form S-3 filed September 8, 1997,
file number 333-35099).*
1.3 Form of Equity Underwriting Agreement (filed as Exhibit 1.3
to the Registration Statement on Form S-3 filed June 22,
2001, file number 333-63724).*
3.1 Restated Certificate of Incorporation, as supplemented.**
3.2 Restated By-laws (filed as Exhibit 99.1 to Form 8-K filed
January 19, 2000).*
4.1 Form of Senior Debt Indenture (filed as Exhibit 4.1 to the
Registration Statement on Form S-3 filed September 8, 1997,
file number 333-35099).*
4.2 Form of Subordinated Debt Indenture (filed as Exhibit 4.2 to
the Registration Statement on Form S-3 filed September 8,
1997, file number 333-35099).*
4.3 Form of Floating Rate Senior Note (filed as Exhibit 4.3 to
the Registration Statement on Form S-3 filed September 8,
1997, file number 333-35099).*
4.4 Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to the
Registration Statement on Form S-3 filed September 8, 1997,
file number 333-35099).*
4.5 Form of Floating Rate Subordinated Note (filed as Exhibit
4.5 to the Registration Statement on Form S-3 filed
September 8, 1997, file number 333-35099).*
4.6 Form of Fixed Rate Subordinated Note (filed as Exhibit 4.6
to the Registration Statement on Form S-3 filed September 8,
1997, file number 333-35099).*
4.7 Rights Agreement dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York (filed
as Exhibit 4 to Form 8-K filed January 24, 1996).*
4.8 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).*
4.9 Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock (filed as
Exhibit 3(g) to Form 10-K for the fiscal year ended December
31, 1997).*
4.10 Form of Purchase Contract Agreement (filed as Exhibit 4.10
to the Registration Statement on Form S-3 filed December 21,
2001, file number 333-73326).*
4.11 Form of Pledge Agreement (filed as Exhibit 4.11 to the
Registration Statement on Form S-3 filed December 21, 2001,
file number 333-73326).*
4.12 Form of Warrant Agreement (including form of Warrant
Certificate) (filed as Exhibit 4.12 to the Registration
Statement on Form S-3 filed December 21, 2001, file number
333-73326).*
5.1 Opinion of William G. von Glahn, Esq., relating to the
validity of the securities.**
12.1 Statement regarding Computation of Ratios of Earnings to
Combined Fixed Charges and Preferred Stock Dividend
Requirements (filed as Exhibit 12 to the Current Report on
Form 8-K filed May 28, 2002 and Exhibit 12 to the Quarterly
Report filed on Form 10-Q for the quarter ended March 31,
2002).*
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of William G. von Glahn, Esq. (contained in Exhibit
5).
24.1 Power of Attorney.**
24.2 Certified copy of resolutions authorizing signatures
pursuant to Power of Attorney.**
25.1 Statement of Eligibility and Qualification of Bank One Trust
Company, National Association, on Form T-1 for Indentures.**
---------------
* Indicates exhibits incorporated by reference as indicated.
** Previously filed.
II-2
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) of 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment
No. 2 to 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 21st
day of June, 2002.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By: /s/ SUZANNE H. COSTIN
------------------------------------
Suzanne H. Costin
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ STEVEN J. MALCOLM* President, Chief Executive Officer June 21, 2002
------------------------------------------------ and Director (Principal Executive
Steven J. Malcolm* Officer)
/s/ JACK D. MCCARTHY* Senior Vice President -- Finance June 21, 2002
------------------------------------------------ (Principal Financial Officer)
Jack D. McCarthy
/s/ GARY R. BELITZ* Controller (Principal Accounting June 21, 2002
------------------------------------------------ Officer)
Gary R. Belitz
/s/ HUGH M. CHAPMAN* Director June 21, 2002
------------------------------------------------
Hugh M. Chapman
/s/ THOMAS H. CRUIKSHANK* Director June 21, 2002
------------------------------------------------
Thomas H. Cruikshank
/s/ WILLIAM E. GREEN* Director June 21, 2002
------------------------------------------------
William E. Green
/s/ IRA D. HALL* Director June 21, 2002
------------------------------------------------
Ira D. Hall
/s/ W. R. HOWELL* Director June 21, 2002
------------------------------------------------
W. R. Howell
/s/ JAMES C. LEWIS* Director June 21, 2002
------------------------------------------------
James C. Lewis
/s/ CHARLES M. LILLIS* Director June 21, 2002
------------------------------------------------
Charles M. Lillis
II-4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GEORGE A. LORCH* Director June 21, 2002
------------------------------------------------
George A. Lorch
/s/ FRANK T. MACINNIS* Director June 21, 2002
------------------------------------------------
Frank T. MacInnis
/s/ GORDON R. PARKER* Director June 21, 2002
------------------------------------------------
Gordon R. Parker
/s/ JANICE D. STONEY* Director June 21, 2002
------------------------------------------------
Janice D. Stoney
/s/ JOSEPH H. WILLIAMS* Director June 21, 2002
------------------------------------------------
Joseph H. Williams
*By: /s/ SUZANNE H. COSTIN
-----------------------------------------
Suzanne H. Costin
Attorney-in-Fact
June 21, 2002
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Form of Underwriting Agreement Standard Provisions (Debt)
(filed as Exhibit 1.1 to the Registration Statement on Form
S-3 filed June 22, 2001, file number 333-63724).*
1.2 Form of Distribution Agreement (filed as Exhibit 1.2 to the
Registration Statement on Form S-3 filed September 8, 1997,
file number 333-35099).*
1.3 Form of Equity Underwriting Agreement (filed as Exhibit 1.3
to the Registration Statement on Form S-3 filed June 22,
2001, file number 333-63724).*
3.1 Restated Certificate of Incorporation, as supplemented.**
3.2 Restated By-laws (filed as Exhibit 99.1 to Form 8-K filed
January 19, 2000).*
4.1 Form of Senior Debt Indenture (filed as Exhibit 4.1 to the
Registration Statement on Form S-3 filed September 8, 1997,
file number 333-35099).*
4.2 Form of Subordinated Debt Indenture (filed as Exhibit 4.2 to
the Registration Statement on Form S-3 filed September 8,
1997, file number 333-35099).*
4.3 Form of Floating Rate Senior Note (filed as Exhibit 4.3 to
the Registration Statement on Form S-3 filed September 8,
1997, file number 333-35099).*
4.4 Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to the
Registration Statement on Form S-3 filed September 8, 1997,
file number 333-35099).*
4.5 Form of Floating Rate Subordinated Note (filed as Exhibit
4.5 to the Registration Statement on Form S-3 filed
September 8, 1997, file number 333-35099).*
4.6 Form of Fixed Rate Subordinated Note (filed as Exhibit 4.6
to the Registration Statement on Form S-3 filed September 8,
1997, file number 333-35099).*
4.7 Rights Agreement dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York (filed
as Exhibit 4 to Form 8-K filed January 24, 1996).*
4.8 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).*
4.9 Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock (filed as
Exhibit 3(g) to Form 10-K for the fiscal year ended December
31, 1997).*
4.10 Form of Purchase Contract Agreement (filed as Exhibit 4.10
to the Registration Statement on Form S-3 filed December 21,
2001, file number 333-73326).*
4.11 Form of Pledge Agreement (filed as Exhibit 4.11 to the
Registration Statement on Form S-3 filed December 21, 2001,
file number 333-73326).*
4.12 Form of Warrant Agreement (including form of Warrant
Certificate) (filed as Exhibit 4.12 to the Registration
Statement on Form S-3 filed December 21, 2001, file number
333-73326).*
5.1 Opinion of William G. von Glahn, Esq., relating to the
validity of the securities.**
12.1 Statement regarding Computation of Ratios of Earnings to
Combined Fixed Charges and Preferred Stock Dividend
Requirements (filed as Exhibit 12 to the Current Report on
Form 8-K filed May 28, 2002 and Exhibit 12 to the Quarterly
Report filed on Form 10-Q for the quarter ended March 31,
2002).*
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of William G. von Glahn, Esq. (contained in Exhibit
5).
24.1 Power of Attorney.**
24.2 Certified copy of resolutions authorizing signatures
pursuant to Power of Attorney.**
25.1 Statement of Eligibility and Qualification of Bank One Trust
Company, National Association, on Form T-1 for Indentures.**
---------------
* Indicates exhibits incorporated by reference as indicated.
** Previously filed.