1
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS
NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-63724
SUBJECT TO COMPLETION, DATED AUGUST 14, 2001
PROSPECTUS SUPPLEMENT
(To prospectus dated July 6, 2001)
$1,200,000,000
[WILLIAMS LOGO]
THE WILLIAMS COMPANIES, INC.
$ % NOTES DUE AUGUST , 20
$ % NOTES DUE AUGUST , 20
--------------------------------------------------------------------------------
This is a public offering by The Williams Companies, Inc. of $ of
% notes due August , 20 and $ of % notes due August ,
20 .
Interest on the notes is payable February and August of each year, beginning
February , 2002. Williams may redeem some or all of the notes, at any time, at
the "make-whole" prices described in this prospectus supplement. The notes have
no sinking fund provisions.
AN INVESTMENT IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE
S-3.
PUBLIC UNDERWRITING NET PROCEEDS
OFFERING PRICE DISCOUNT TO WILLIAMS
-------------- ------------ --------------
Per % note due 20 ...................................... % % %
Total....................................................... $ $ $
Per % note due 20 ...................................... % % %
Total....................................................... $ $ $
Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The notes should be delivered on or about August , 2001 through the book-entry
facilities of The Depository Trust Company.
--------------------------------------------------------------------------------
Joint Book-Running Managers
LEHMAN BROTHERS MERRILL LYNCH & CO. SALOMON SMITH BARNEY
Co-Managers
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL
BNP PARIBAS
COMMERZBANK CAPITAL MARKETS CORP.
CREDIT LYONNAIS SECURITIES
FLEET SECURITIES, INC.
KBC FINANCIAL PRODUCTS
RBC DOMINION SECURITIES CORPORATION
SCOTIA CAPITAL
SUNTRUST ROBINSON HUMPHREY
TD SECURITIES
THE WILLIAMS CAPITAL GROUP, L.P.
AUGUST , 2001
2
You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus. No one
has been authorized to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. You should not assume that the information contained in this prospectus
supplement or the accompanying prospectus or the documents incorporated by
reference are accurate as of any date other than the date of such information.
Our business, financial condition, results of operations and prospects may have
changed since these dates. We are not making an offer of these notes in any
state where the offer is not permitted.
---------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Risk Factors................................................ S-3
Recent Developments......................................... S-7
Ratio of Earnings to Fixed Charges.......................... S-7
Use of Proceeds............................................. S-8
Description of Notes........................................ S-8
Underwriting................................................ S-11
Legal Matters............................................... S-12
PROSPECTUS
Where You Can Find More Information......................... 1
Incorporation of Certain Documents by Reference............. 1
The Williams Companies, Inc. ............................... 2
Use of Proceeds............................................. 4
Ratios of Earnings to Combined Fixed Charges and Preferred
Stock Dividend Requirements............................... 4
Description of Debt Securities.............................. 4
Limitations on Issuance of Bearer Debt Securities........... 15
Description of Preferred Stock.............................. 15
Description of Common Stock................................. 20
Plan of Distribution........................................ 21
Experts..................................................... 22
Legal Matters............................................... 22
S-2
3
RISK FACTORS
In addition to the other information contained in or incorporated by
reference into this prospectus supplement, you should carefully consider the
following risk factors in deciding whether to make an investment in the notes.
PRICING REGULATIONS FOR POWER SOLD IN CALIFORNIA AND THE WESTERN UNITED STATES
MAY ADVERSELY AFFECT WILLIAMS' PROFITABILITY.
The prices that Williams charges for power in California markets have been
challenged in various proceedings, including before the Federal Energy
Regulatory Commission, or the "FERC." In December 2000, the FERC issued an order
which provided that for the period between October 2, 2000 and December 31,
2002, it may order refunds from Williams and other similarly situated companies
if the FERC finds that the wholesale markets in California are unable to produce
competitive, just and reasonable prices, or that market power or other
individual seller conduct is exercised to produce an unjust and unreasonable
rate. Beginning on March 9, 2001, the FERC issued a series of orders directing
Williams and other similarly situated companies to provide refunds for any
prices charged in excess of FERC established proxy prices from January 1, 2001
to May 29, 2001 or to provide justification for the prices charged during those
months. According to the FERC, Williams' total potential refund liability for
this period is approximately $30 million. Commencing May 29, 2001, a new
prospective proxy price methodology was established that was further adjusted by
an order of June 19, 2001. Williams has filed justification for its prices with
the FERC and calculated its refund liability under the methodology used by the
FERC to compute refund amounts at approximately $11 million. However, in its
FERC filings, Williams continues its objections to refunds in any amount. No
assurances can be given that the FERC will not seek refunds of additional
amounts for the period commencing October 2, 2000 forward. A FERC Administrative
Law Judge held extensive settlement discussions regarding refunds and after
failing to reach a settlement, recommended a refund methodology to the FERC. On
July 25, 2001, the FERC adopted, to a significant extent, the judge's
methodology. This methodology would result in a Williams refund liability that
is not expected to have a material financial impact on Williams. However, there
can be no assurance that Williams' refund exposure will not have such an adverse
impact. Certain parties have also asked the FERC to revoke Williams' authority
to sell power from California-based generating units at market-based rates; to
limit Williams to cost-based rates for future sales from such units; and to
order refunds of excessive rates, with interest, back to May 1, 2000, and
possibly earlier. Although Williams believes these requests are ill-founded and
will be rejected by the FERC, there can be no assurance of such action.
In an order issued June 19, 2001, the FERC has implemented a price
mitigation and market monitoring plan for wholesale power sales by all suppliers
of electricity, including Williams, in spot markets for a region that includes
California and ten other western states (the "Western Systems Coordinating
Council," or "WSCC"). In general, the plan, which will be in effect from June
20, 2001 through September 30, 2002, establishes a market clearing price for
spot sales in all hours of the day that is based on the bid of the highest-cost
gas-fired California generating unit that is needed to serve the California
Independent System Operator's load. When generation operating reserves fall
below 7% in California (a "reserve deficiency period"), absent cost based
justification for a higher price, the maximum price that Williams may charge for
wholesale spot sales in the WSCC is the market clearing price. When generation
operating reserves rise to 7% or above in California, absent cost based
justification for a higher price, Williams' maximum price will be limited to 85%
of the highest hourly price that was in effect during the most recent reserve
deficiency period. At this time, Williams does not believe that this price
mitigation plan will result in a material adverse effect on its results of
operations or its financial condition. However, there can be no assurance that
this plan will not have such an adverse impact.
CREDIT EXPOSURE IN CALIFORNIA MAY ADVERSELY AFFECT WILLIAMS' PROFITABILITY.
Through a long-term contractual relationship with affiliates of AES Corp.,
Williams has marketing rights to nearly 4,000 megawatts of generation capacity
in the Los Angeles basin. Williams sells much of
S-3
4
this capacity on a forward basis through contracts with various counterparties.
The remainder of its available capacity is sold in the spot and short term
market primarily through the California Independent System Operator. In the past
year, tight supply and increased demand has resulted in higher wholesale power
prices to California utilities. At the same time, two of the three major
utilities have been operating under a retail rate freeze. As a result, there has
been significant underrecovery of costs by the utilities, one of which, Pacific
Gas & Electric, has filed for bankruptcy protection. In addition, Southern
California Edison has engaged in talks with the State of California regarding
various arrangements that could prevent its bankruptcy. At this time, Williams
does not believe that its credit exposure to the California utilities would
result in a material adverse effect on its results of operations or financial
condition. However, there can be no assurance that Williams' credit exposure
will not have such an adverse impact.
CLASS ACTION LAWSUITS AND FEDERAL AND STATE INITIATIVES, INVESTIGATIONS AND
PROCEEDINGS RELATING TO WILLIAMS' ACTIVITIES IN CALIFORNIA MAY ADVERSELY AFFECT
WILLIAMS' PROFITABILITY.
A number of federal and state initiatives addressing the issues of the
California electric power industry are also ongoing and may result in
restructuring of various markets in California and elsewhere. Discussions in
California and other states have ranged from threats of re-regulation to
suspension of plans to move forward with deregulation. Allegations have also
been made that the wholesale price increases resulted from the exercise of
market power and collusion of the power generators and sellers, such as
Williams. These allegations have resulted in multiple state and federal
investigations as well as the filing of class-action lawsuits in which Williams
is a named defendant. In May 2001, the Department of Justice commenced an
antitrust investigation relating to an agreement between a subsidiary of
Williams and AES Southland alleging that the agreement limits the expansion of
electric generating capacity at or near the AES Southland plants that are
subject to a long-term tolling agreement between Williams and AES. In connection
with that investigation, the Department of Justice issued a Civil Investigative
Demand to Williams requesting answers to certain interrogatories and the
production of documents. Williams is cooperating with the investigation. Most of
these initiatives, investigations and proceedings are in their preliminary
stages and their likely outcome cannot be estimated. There can be no assurance
that these initiatives, investigations and proceedings will not have an adverse
effect on Williams' results of operations or financial condition.
WILLIAMS' BUSINESS WILL BE IMPACTED BY THE LEVEL OF ACTIVITY IN THE OIL AND GAS
INDUSTRY, WHICH IS SIGNIFICANTLY AFFECTED BY VOLATILE OIL AND GAS PRICES.
Williams' business is impacted by the level of activity in oil and gas
exploration, development and production in markets worldwide. Oil and gas
prices, market expectations of potential changes in these prices and a variety
of political and economic factors significantly affect this level of activity.
Oil and gas prices are extremely volatile and are affected by numerous factors,
including:
- worldwide demand for oil and gas;
- the ability of the Organization of Petroleum Exporting Countries,
commonly called "OPEC," to set and maintain production levels and
pricing;
- the level of production in non-OPEC countries; and
- the policies of the various governments regarding exploration and
development of their oil and gas reserves.
WILLIAMS' OPERATIONS ARE SUBJECT TO OPERATIONAL HAZARDS, UNINSURED RISKS AND
ENVIRONMENTAL RISKS.
Williams' exploration, production, transportation, gathering, refining and
processing operations are subject to the inherent risks normally associated with
those operations, including explosions, pollution, release of toxic substances,
fires and other hazards, each of which could result in damage to or destruction
of Williams' facilities or damage to persons and property. If any of these
events were to occur, Williams could suffer substantial losses. Although
Williams maintains insurance against these types of risks to the
S-4
5
extent and in amounts that it believes are reasonable, its financial condition
and operations could be adversely affected if a significant event occurs that is
not fully covered by insurance.
Williams' current and former operations also involve management of
regulated materials and are subject to various environmental laws and
regulations. Certain of Williams' subsidiaries have been identified as
potentially responsible parties at hazardous materials disposal sites under the
federal environmental laws, and have incurred, or are alleged to have incurred,
various other hazardous materials removal and remediation obligations under
environmental laws. Further, certain of Williams' subsidiaries are currently
negotiating settlements with the U.S. Department of Justice and the U.S.
Environmental Protection Agency with respect to their waste management practices
and air contamination at one of Williams' gas processing plants. It is not
possible for Williams to estimate reliably the amount and timing of all future
expenditures related to environmental matters.
WILLIAMS MAY BE SUBJECT TO LIABILITIES PERTAINING TO ITS SPUN-OFF
TELECOMMUNICATIONS BUSINESS UNIT.
In April 2001, Williams spun off Williams Communications Group, Inc., its
telecommunications unit, which was subject to certain lawsuits and settlement
negotiations, including claims for damages, indemnification for royalties and
other contractual claims by third parties. Further, the unit was subject to a
putative class action brought on behalf of all landowners on whose property the
plaintiffs have alleged Williams' former telecommunications unit installed
fiber-optic cable without the permission of the landowner. Another potential
putative class action may challenge the unit's railroad or pipeline rights of
way. Williams cannot be certain that this purported class action and other
purported class actions against its former telecommunications unit, if
successfully brought against Williams, will not have a significant adverse
impact on Williams' business. However, in connection with the spin-off, the
telecommunications unit agreed to indemnify Williams for all liabilities arising
out of the unit's businesses, operations or assets, which should reduce the
ultimate impact on Williams.
In addition, Williams is providing indirect credit support for $1.4 billion
of Williams Communication's structured notes through a commitment to issue
Williams' equity in the event of a Williams Communications default, or to the
extent proceeds from Williams Communications' refinancing or remarketing of
certain structured notes prior to March 2004 produces proceeds of less than $1.4
billion. The ability of Williams Communications to make payments on the notes is
dependent on its ability to raise additional capital and its subsidiaries'
ability to dividend cash to Williams Communications. Williams Communications,
however, is obligated to reimburse Williams for any payment Williams may be
required to make in connection with these notes.
WILLIAMS AND BARRETT MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE THEIR OPERATIONS
AND MAY NOT REALIZE ANTICIPATED BENEFITS OF THE MERGER.
On August 2, 2001, a subsidiary of Williams merged with Barrett Resources
Corporation, a Delaware corporation headquartered in Denver, Colorado which is
engaged in the exploration and production of oil and natural gas. The merger
involves integration of two large companies that previously have operated
independently. As a result, the merger will present challenges to management,
including the integration of the operations, systems, technologies and personnel
of the two companies, and special risks, including possible unanticipated
liabilities, unanticipated costs, diversion of management's attention,
operational interruptions and the loss of key employees, customers or suppliers.
The difficulties Williams' management encounters in the transition and
integration processes could have an adverse effect on the revenues, levels of
expenses and operating results of the combined company. As a result, the
anticipated benefits of the merger may not be realized.
WILLIAMS DEPENDS ON PAYMENTS FROM ITS SUBSIDIARIES.
Williams is a holding company and conducts substantially all of its
operations through subsidiaries. Williams performs management, legal, financial,
tax, consulting, administrative and other services for its subsidiaries.
Williams' principal sources of cash are from external financings, dividends and
advances from
S-5
6
its subsidiaries, investments, payments by subsidiaries for services rendered,
and interest payments from subsidiaries on cash advances. The amount of
dividends available to Williams from subsidiaries largely depends upon each
subsidiary's earnings and operating capital requirements. The terms of some of
Williams' subsidiaries' borrowing arrangements limit the transfer of funds to
Williams. In addition, the ability of Williams' subsidiaries to make any
payments to Williams will depend on the subsidiaries' earnings, business and tax
considerations, and legal restrictions.
CLAIMS OF HOLDERS RANK JUNIOR TO THOSE OF CREDITORS OF WILLIAMS' SUBSIDIARIES.
As a result of the holding company structure, the notes will effectively
rank junior to all existing and future debt, trade payables and other
liabilities of Williams' subsidiaries. Any right of Williams and its creditors
to participate in the assets of any of Williams' subsidiaries upon any
liquidation or reorganization of any such subsidiary will be subject to the
prior claims of that subsidiary's creditors, including trade creditors, except
to the extent that Williams may itself be a creditor of such a subsidiary.
S-6
7
RECENT DEVELOPMENTS
On May 2, 2001, Williams made an offer to purchase Barrett Resources
Corporation, a Delaware corporation headquartered in Denver, Colorado which is
engaged in the exploration and production of oil and natural gas. On May 7,
2001, Williams and Barrett entered into a Merger Agreement pursuant to which
Williams purchased 50% of Barrett's outstanding common stock in a cash tender
offer for $73 per share, followed by a merger with Barrett in which each
remaining outstanding share of common stock of Barrett was converted into the
right to receive 1.767 shares of common stock of Williams. Williams completed
the cash tender offer in June 2001. A special meeting of Barrett's shareholders
approved the merger on August 2, 2001, and the merger was completed later that
day.
RATIO OF EARNINGS TO FIXED CHARGES
SIX
MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- ---------
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ---------
Ratio of Earnings to Fixed Charges........ 2.63 2.36 1.70 1.86 2.98 3.82
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;
- 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 (1999 and
prior);
- pretax effect of dividends or preferred stock and other preferred
returns of consolidated subsidiaries; and
- interest expense of 50 percent-owned companies.
S-7
8
USE OF PROCEEDS
Our net proceeds from the sale of our notes are estimated at $
after the deduction of the underwriting discount and estimated expenses payable
by us. We intend to use substantially all of the net proceeds of this offering
to repay loans made to us pursuant to a credit agreement dated as of June 11,
2001. Aggregate outstanding loans under the credit agreement were $1,230 million
on the date of this prospectus supplement. To the extent net proceeds from this
offering exceed the aggregate amount of such loans, we will use the remaining
net proceeds for our general corporate purposes. Affiliates of Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith
Barney Inc. are the lenders under the credit agreement. See "Underwriting".
These loans currently bear interest at a variable rate based on one-month London
interbank offered rate (LIBOR) for U.S. dollar deposits plus 0.875% and will
mature on November 27, 2001. The proceeds from these loans were used to purchase
shares of Barrett pursuant to the cash tender offer. See "Recent Developments".
DESCRIPTION OF NOTES
The following description of the particular terms of our % notes due
and our % notes due should be read in conjunction with the
statements under "Description of Debt Securities" in the prospectus dated July
6, 2001. If this summary differs in any way from the "Description of Debt
Securities" in the prospectus, you should rely on this summary. This summary of
the notes is qualified in its entirety by reference to the senior indenture
referred to in the prospectus.
GENERAL
The % notes will be limited initially to $ in aggregate
principal amount and the % notes will be limited initially to $
in aggregate principal amount. The notes will be issued in denominations of
$1,000 and integral multiples of $1,000 and will bear interest from August
, 2001 at the respective annual rates set forth on the cover page of this
prospectus supplement. The % notes will mature on August , 20 and the
% notes will mature on August , 20 . Interest will be payable
semi-annually on February and August , commencing February , 2002, to the
holders of record of our notes on the preceding February 1 and August 1,
respectively. The notes will be issued in book-entry form. See "Description of
Debt Securities -- Registered Global Securities" in the prospectus.
We may, from time to time, without the consent of the existing holders of
the notes, issue additional notes under the indenture having the same terms as
these notes in all respects, except for issue date, issue price and the initial
interest payment date. Any such additional notes will be consolidated with and
form a single series with the applicable notes being offered by this prospectus
supplement.
The notes have no sinking fund provisions.
REDEMPTION
The notes will be redeemable as a whole or in part, at our option, at any
time at a redemption price equal to the greater of (1) 100% of the principal
amount of the notes to be redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate as defined below, plus basis
points, plus accrued interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
S-8
9
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if we obtain fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by us.
"Reference Treasury Dealer" means each of Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. and
their respective successors and, at our option, additional primary U.S.
Government securities dealers ("Primary Treasury Dealers"); provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, we
shall substitute another nationally recognized investment banking firm that is a
Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
us, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to us by
such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the notes or portions thereof
called for redemption.
BOOK-ENTRY SYSTEM
The notes will be issued in the form of one or more global notes (the
"Global Notes") in the aggregate principal amount of the notes, which will be
registered in the name of Cede & Co., as nominee of The Depository Trust Company
("DTC"). Such Global Notes will be deposited with DTC and may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or by DTC or any nominee to a successor of DTC or a
nominee of such successor.
DTC has advised us and the underwriters as follows:
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" under the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC holds securities that its
participants deposit with DTC and facilitates the settlement of
transactions among its participants in such securities, through electronic
computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
DTC's participants include securities brokers and dealers (including the
underwriters), banks, trust companies, clearing corporations, and certain
other organizations, some of whom (and/or their representatives) own DTC.
Access to the DTC system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
S-9
10
Purchases of notes under the DTC system must be made by or through direct
participants, which will receive a credit for the notes on DTC's records. The
ownership of interest of each actual purchaser of notes (a "beneficial owner")
is in turn to be recorded on the direct and indirect participants' records.
Beneficial owners will not receive written confirmation from DTC of their
purchase, but beneficial owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the direct and indirect participant through which the beneficial
owner entered into the transaction. Transfers of ownership interests in the
notes are to be accomplished by entries made on the books of participants acting
on behalf of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the notes, except in the event that
use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited by participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of notes with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge of the actual
beneficial owners of the notes; DTC's records reflect only the identity of the
direct participants to whose accounts such notes are credited, which may or may
not be the beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Notes. Under its usual procedures DTC mails an Omnibus Proxy to Issuer as soon
as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
Global Notes are credited on the record date (identified in the listing attached
to the Omnibus Proxy).
Principal and interest payments on the Global Notes will be made to DTC. We
expect that DTC, upon receipt of any payment of principal or interest in respect
of a Global Note, will credit immediately participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of such Global Note as shown on DTC's records. We also expect
that payments by participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participant and not of DTC, us or the
Trustee, subject to any statutory or regulatory requirements as may be in effect
from time to time.
DTC may discontinue providing its service as securities depositary with
respect to the notes at any time by giving reasonable notice to us or the
Trustee. In addition, we may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary). Under
such circumstances, if a successor securities depositary is not obtained, note
certificates in fully registered form are required to be printed and delivered
to beneficial owners of the Global Notes representing such notes.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable (including DTC),
but we take no responsibility for the accuracy of such information.
Neither we, the Trustee nor the underwriters will have any responsibility
or obligation to participants, or the persons for whom they act as nominees,
with respect to the accuracy of the records of DTC, its nominee or any
participant with respect to any ownership interest in the notes, or payments to,
or the providing of notice to participants or beneficial owners.
The notes will trade in DTC's Same-day Funds Settlement System and
secondary market trading activity in the notes will, therefore, settle in
immediately available funds. All applicable payments of principal and interest
on the notes issued as Global Notes will be made by us in immediately available
funds.
For other terms of the notes, see "Description of Debt Securities" in the
accompanying prospectus.
S-10
11
DEFEASANCE
The notes will be subject to defeasance and discharge and to defeasance of
certain obligations as described under "Description of Debt
Securities -- Discharge, Defeasance and Covenant Defeasance" in the prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement
relating to the notes, we have agreed to sell to the underwriters listed below,
and each of the underwriters has severally agreed to purchase, the aggregate
principal amount of the notes set forth opposite its name below:
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF % NOTES OF % NOTES
----------- ---------------- ----------------
Lehman Brothers Inc. ................................. $ $
Merrill Lynch, Pierce, Fenner & Smith Incorporated....
Salomon Smith Barney Inc. ............................
Banc of America Securities LLC........................
Banc One Capital Markets, Inc. .......................
Barclays Capital Inc. ................................
BNP Paribas Securities Corp. .........................
Commerzbank Capital Markets Corp. ....................
Credit Lyonnais Securities (USA) Inc. ................
Fleet Securities, Inc. ...............................
KBC Financial Products USA Inc. ......................
RBC Dominion Securities Corporation...................
Scotia Capital (USA) Inc. ............................
SunTrust Capital Markets, Inc. .......................
TD Securities (USA) Inc. .............................
The Williams Capital Group, L.P. .....................
------------ ------------
Total....................................... $ $
============ ============
The several underwriters have agreed, subject to the terms and conditions
included in the underwriting agreement, to purchase all of the notes being sold
pursuant to such agreement if any of the notes being sold pursuant to such
agreement are purchased.
The underwriters propose to offer the notes to the public at the respective
public offering prices set forth on the cover page of this prospectus supplement
and to certain dealers at such price less a concession not in excess of % of
the principal amount of the % notes and % of the principal amount of the
% notes. The underwriters may allow, and such dealers may reallow, a
concession to certain other dealers not in excess of % of the principal amount
of the % notes and % of the principal amount of the % notes. After the
public offering of the notes, the public offering price and such concessions may
be changed.
The underwriters and their affiliates have in the past and may in the
future provide investment banking, general financing and banking or other
services to us and our affiliates. In particular, affiliates of Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith
Barney Inc. are the only lenders under one of our credit agreements and
substantially all of the proceeds of this offering will be used to repay loans
under that credit agreement. Aggregate outstanding loans under the credit
agreement were $1,230 million on the date of this prospectus supplement. See
"Use of Proceeds". Because more than ten percent of the net proceeds of this
offering will be paid to members or affiliates of members of the National
Association of Securities Dealers, Inc. participating in this offering, this
offering will be conducted in accordance with NASD Conduct Rule 2710(c)(8). Banc
One Capital Markets, Inc. is an affiliate of the Trustee.
S-11
12
We have agreed to indemnify the underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
and to contribute to payments which the underwriters might be required to make
in respect of any of those liabilities.
In connection with this offering, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the market price of
the notes. Such transactions may include overallotment, stabilizing transactions
and syndicate covering transactions. Overallotment involves sales in excess of
the offering size, which creates a short position for the underwriters.
Stabilizing transactions permit bids to purchase the notes in the open market
for the purpose of preventing or retarding a decline in the market price of the
notes which the offering is in progress. Syndicate covering transactions involve
purchases of the notes in the open market after the distribution has been
completed in order to cover short positions. Such stabilizing transactions and
syndicate covering transactions may cause the prices of the notes to be higher
than they would otherwise be in the absence of such transactions. Such
activities, if commenced, may be discontinued at any time.
The notes are new series of securities with no established trading market.
We have been advised by the underwriters that they presently intend to make a
market in the notes, although they are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. No
assurance can be given as to the liquidity of the trading market for the notes
or that an active public market for the notes will develop. If an active public
trading market for the notes does not develop, the market price and liquidity of
the notes may be adversely affected.
We estimate that we will spend $220,000 for fees and expenses (other than
underwriting discounts and commissions) associated with the offering of the
notes.
A prospectus in electronic format may be made available on the Internet
sites or through other online services maintained by one or more of the
underwriters and/or selling group members participating in this offering, or by
their affiliates. In those cases, prospective investors may view offering terms
online and, depending upon the particular underwriter or selling group member,
prospective investors may be allowed to place orders online. The underwriters
may agree with us to allocate a specific number of shares for sale to online
brokerage account holders. Any such allocation for online distributions will be
made by the joint book running managers on the same basis as other allocations.
Other than the prospectus in electronic format, the information on any
underwriter's or selling group member's web site and any information contained
in any other web site maintained by an underwriter or selling group member is
not part of the prospectus or the registration statement of which this
prospectus forms a part, has not been approved and/or endorsed by us or any
underwriter or selling group member in its capacity as underwriter or selling
group member and should not be relied upon by investors.
LEGAL MATTERS
Certain legal matters in connection with the notes will be passed upon for
us by William G. von Glahn, Senior Vice President and General Counsel of the
Company, and for the underwriters by Davis Polk & Wardwell, New York, New York.
Davis Polk & Wardwell has from time to time represented, and may continue to
represent, us and our affiliates in certain legal matters. As of the date of
this prospectus supplement, Mr. von Glahn beneficially owns approximately
149,138 shares of our common stock and also has exercisable options to purchase
an additional 147,600 shares of our common stock.
S-12
13
PROSPECTUS
THE WILLIAMS COMPANIES, INC.
$1,924,056,250
DEBT SECURITIES,
PREFERRED STOCK AND
COMMON STOCK
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS JULY 6, 2001.
14
WHERE YOU CAN FIND MORE INFORMATION
Williams has filed with the Securities and Exchange Commission in
Washington, D.C., a registration statement on Form S-3 under the Securities Act
of 1933 for the securities offered in this prospectus. Williams has not included
certain portions of the registration statement in this prospectus, as permitted
by the Commission's rules and regulations. For further information, you should
refer to the registration statement and its exhibits. Williams is subject to the
informational requirements of the Securities Exchange Act of 1934, and therefore
files reports and other information with the Commission.
You may inspect and copy the registration statement and its exhibits, as
well as such reports and other information which Williams files with the
Commission, at the public reference facilities of the Commission at its
principal offices at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and its regional offices at Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You can obtain information on the
operation of the Commission's public reference facilities by calling
1-800-SEC-0330. Information filed by Williams is also available at the
Commission's worldwide web site at http://www.sec.gov. You can also obtain these
materials at set rates from the Public Reference Section of the Commission at
its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
---------------------
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.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Williams is incorporating by reference its annual report on Form 10-K for
the fiscal year ended December 31, 2000, its quarterly report on Form 10-Q for
the quarter ended March 31, 2001, and its current reports on Form 8-K filed
January 5, 2001, January 31, 2001, February 8, 2001, March 16, 2001, March 19,
2001, April 2, 2001, April 12, 2001, April 27, 2001, May 1, 2001, May 3, 2001,
May 7, 2001, May 22, 2001 (restatement of financial statements for the year
ended December 31, 2000 to reflect Williams Communications Group, Inc. as
discontinued operations due to a tax-free spinoff) and June 13, 2001.
All documents which Williams files pursuant to Sections 13, 14, or 15(d) of
the Exchange Act after the date of this prospectus and prior to the termination
of this offering shall be deemed to be incorporated by reference in this
prospectus and to be a part of this prospectus from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this prospectus shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement in this prospectus or in any
subsequently filed document that also is or is deemed to be incorporated by
reference modifies or replaces such statement.
Williams will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated by reference herein,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates. You should direct written or oral requests for such copies to: The
Williams Companies, Inc., One Williams Center, Tulsa, Oklahoma 74172, Attention:
Corporate Secretary, telephone (918) 573-2000.
1
15
THE WILLIAMS COMPANIES, INC.
Williams, together with its subsidiaries, is a leading company in the
energy sector. Through Williams Gas Pipeline Company, LLC and Williams Energy
Services, LLC and their subsidiaries, Williams engages in the following types of
energy-related activities:
- transportation and storage of natural gas and related activities through
operation and ownership of five wholly owned interstate natural gas
pipelines and several pipeline joint ventures;
- exploration and production of oil and gas through ownership of 1.2
trillion cubic feet of proved natural gas reserves primarily located in
Colorado, New Mexico and Wyoming;
- natural gas gathering, processing, and treating activities through
ownership and operation of approximately 11,300 miles of gathering lines,
11 natural gas treating plants, and 17 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 (4,568 miles
of which are partially owned);
- transportation of petroleum products and related terminal services
through ownership or operation of approximately 9,170 miles of petroleum
products pipeline and 78 petroleum products terminals (some of which are
partially owned);
- light hydrocarbon/olefin transportation through 300 miles of pipeline in
Southern Louisiana;
- ethylene production through a 5/12 interest in a 1.2 billion pound/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 or investments in four other plants;
- refining of petroleum products through operation and ownership of two
refineries;
- retail marketing primarily through 50 travel centers; and
- energy commodity marketing and trading.
Williams, through subsidiaries, also directly invests in energy projects
primarily in Canada, South America and Lithuania and continues to explore and
develop additional projects for international investments. In addition, Williams
invests in energy and infrastructure development funds in Asia and Latin
America.
Williams is a holding company headquartered in Tulsa, Oklahoma. Williams
was originally incorporated under the laws of the State of Nevada in 1949 and
was reincorporated under the laws of the State of Delaware in 1987. Williams
maintains its principal executive offices at One Williams Center, Tulsa,
Oklahoma 74172, telephone (918) 573-2000.
2
16
ORGANIZATION CHART
To achieve organizational and operating efficiencies, Williams' interstate
natural gas pipelines and pipeline joint venture investments are grouped
together under its wholly owned subsidiary, Williams Gas Pipeline Company, LLC.
The other energy operations are grouped into a wholly owned subsidiary, Williams
Energy Services, LLC. The following chart shows Williams' principal
subsidiaries.
[Chart]
WILLIAMS DEPENDS ON PAYMENTS FROM ITS SUBSIDIARIES
The debt securities, preferred stock or common stock offered by a
prospectus supplement will represent obligations of, or an investment in,
Williams exclusively. Williams is a holding company and conducts substantially
all of its operations through subsidiaries. Williams performs management, legal,
financial, tax, consulting, administrative, and other services for its
subsidiaries. Williams' principal sources of cash are from external financings,
dividends and advances from its subsidiaries, investments, payments by
subsidiaries for services rendered, and interest payments from subsidiaries on
cash advances. The amount of dividends available to Williams from subsidiaries
largely depends upon each subsidiary's earnings and operating capital
requirements. The terms of some of Williams' subsidiaries' borrowing
arrangements limit the transfer of funds to Williams. In addition, the ability
of Williams' subsidiaries to make any payments to Williams will depend on the
subsidiaries' earnings, business and tax considerations, and legal restrictions.
3
17
CLAIMS OF HOLDERS OF DEBT SECURITIES AND PREFERRED STOCK RANK JUNIOR TO THOSE OF
CREDITORS OF WILLIAMS' SUBSIDIARIES
As a result of the holding company structure, the debt securities and
preferred stock will effectively rank junior to all existing and future debt,
trade payables, and other liabilities of Williams' subsidiaries. Any right of
Williams and its creditors to participate in the assets of any of Williams'
subsidiaries upon any liquidation or reorganization of any such subsidiary will
be subject to the prior claims of that subsidiary's creditors, including trade
creditors, except to the extent that Williams may itself be a creditor of such
subsidiary.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement,
Williams will use the net proceeds from the sale of the securities for general
corporate purposes, including repayment of outstanding debt. Williams
anticipates that it will raise additional funds from time to time through debt
financings, including borrowings under its bank credit agreements.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The following table presents Williams' consolidated ratio of earnings to
combined fixed charges and preferred stock dividend requirements for the periods
shown.
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, --------------------------------
2001 2000 1999 1998 1997 1996
--------------------- ---- ---- ---- ---- ----
3.83 2.98 1.86 1.70 2.36 2.63
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.
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 "-- Certain Covenants of
Williams." Neither indenture contains any covenant or provision which affords
debt holders protection in the event of a highly leveraged transaction.
4
18
CERTAIN DEFINITIONS
Certain terms in Article One of the senior debt indenture are summarized as
follows:
"Consolidated Funded Indebtedness" means the aggregate of all outstanding
Funded Indebtedness of Williams and its consolidated Subsidiaries determined on
a consolidated basis in accordance with 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 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.
The indentures provide that Williams may issue debt securities from time to
time in one or more series and that Williams may denominate the debt securities
and make them payable in foreign currencies. The relevant prospectus supplement
will describe special United States federal income tax considerations applicable
to any debt securities denominated and payable in a foreign currency.
5
19
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;
- 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.
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.
6
20
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.
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
7
21
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
22
- 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.
CERTAIN 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.
9
23
Event Risk. Except for the limitations on liens described above, neither
indenture nor the debt securities contains any covenants or other provisions
designed to afford holders of the debt securities protection in the event of a
highly leveraged transaction involving Williams.
EVENT OF DEFAULT
In general, each indenture defines an event of default with respect to debt
securities of any series issued under 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
10
24
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.
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 omit to comply with these sections
11
25
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. 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:
(1) the trust funds will not be subject to any rights of holders of
senior indebtedness; and
(2) after the 91st day following the deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization, or similar laws affecting creditors' rights generally.
If a court were to rule under any such law in any case or proceeding that
the trust funds remained property of Williams, counsel must give its opinion
only with respect to:
(1) the trustee's valid and perfected security interest in these trust
funds;
(2) adequate protection of holders of the subordinated debt securities
interests in these funds; and
(3) 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 affect the interests of the
holders;
12
26
- 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;
- 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.
13
27
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 expect 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;
- 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.
14
28
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 the Williams' certificate of incorporation, as amended, Williams is
authorized to issue up to 30,000,000 shares of preferred stock, par value $1.00
per share, in one or more series. At March 31, 2001, no shares of preferred
stock were outstanding outside of our consolidated group. See "Outstanding
Preferred Stock Within the Consolidated Group" 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.
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 shall be fixed by the certificate of designation
relating to the series. A prospectus supplement, relating to each series, shall
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.
15
29
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 rate per annum, 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 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;
- 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
16
30
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 this series. Williams must pay for
preferred stock in cash the sum fixed for this 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 these 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 these
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;
- 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.
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.
17
31
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 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
18
32
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 is incorporated by reference as Exhibit 4 to Form 8-K filed January 24,
1996.
OUTSTANDING PREFERRED STOCK WITHIN THE CONSOLIDATED GROUP
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 Williams Communications Group, Inc.
structured notes through a commitment to issue Williams' equity in the event of
a Williams Communications default, or to the extent proceeds from Williams
Communications' refinancing or remarketing of other structured notes prior to
March 2004 produces proceeds of less than $1.4 billion. For a full description
of the March 2001 Preferred 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(I)(a) to Form 10-Q filed by
Williams on May 15, 2001 and incorporated by reference herein.
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(I)(a)
to Form 10-Q filed by Williams on May 15, 2001 and incorporated by reference
herein.
19
33
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, 2001, Williams had
484,211,858 issued and outstanding shares of common stock. In addition, at March
31, 2001 options to purchase 27,851,361 shares of common stock were outstanding
under various stock and compensation incentive plans. 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. First Chicago Trust Company of New York, a division of
EquiServe, 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: (i) 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, (ii) 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, (iii) 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 (iv) 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: (i) 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; (ii) 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 (iii)
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 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.
20
34
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.
21
35
EXPERTS
The consolidated financial statements and schedules of Williams' at
December 31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000 appearing in Williams Form 8-K filed with the Securities and
Exchange Commission on May 22, 2001, 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
schedules 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
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 the date of this prospectus, Mr.
von Glahn beneficially owns, directly or indirectly approximately 193,409 shares
of Williams' common stock and also has exercisable options to purchase an
additional 135,504 shares of Williams' common stock.
22
36
$1,200,000,000
[WILLIAMS LOGO]
THE WILLIAMS COMPANIES, INC.
$ % NOTES DUE AUGUST , 20
$ % NOTES DUE AUGUST , 20
----------------------------
PROSPECTUS SUPPLEMENT
AUGUST , 2001
----------------------------
Joint Book-Running Managers
LEHMAN BROTHERS MERRILL LYNCH & CO. SALOMON SMITH BARNEY
Co-Managers
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL
BNP PARIBAS
COMMERZBANK CAPITAL MARKETS CORP.
CREDIT LYONNAIS SECURITIES
FLEET SECURITIES, INC.
KBC FINANCIAL SECURITIES
RBC DOMINION SECURITIES CORPORATION
SCOTIA CAPITAL
SUNTRUST ROBINSON HUMPHREY
TD SECURITIES
THE WILLIAMS CAPITAL GROUP, L.P.
LOGO