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EXHIBIT 99.2
[U.S. TRUST LETTERHEAD]
NOTICE TO PARTICIPANTS IN
THE BARRETT RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
Dear Participant:
Enclosed with this Notice is a Proxy Statement/Prospectus describing a
Special Meeting of Stockholders of Barrett Resources Corporation ("Barrett") to
be held on August 2, 2001 (the "Special Meeting"), and a Voting Instruction
Form. The Special Meeting will be held for the purpose of considering and voting
upon a proposal to approve the Agreement and Plan of Merger dated as of May 7,
2001 (the "Merger Agreement") among Barrett, The Williams Companies, Inc.
("Williams"), and Resources Acquisition Corp., ("Acquisition Sub"), a wholly
owned subsidiary of Williams, and the merger provided for therein (the
"Merger"), pursuant to which Barrett will merge with Acquisition Sub. The
company surviving the Merger will be a wholly owned subsidiary of Williams. Upon
completion of the Merger, each outstanding share of Barrett common stock (each,
a "Share") prior to the Merger will be converted into 1.767 shares of Williams
common stock, plus cash in lieu of any fractional shares of Williams common
stock that result from the conversion.
Williams, through Acquisition Sub, currently owns 16,730,502 Shares, or
approximately 50% of the voting power of the outstanding Shares. These Shares
were acquired in a tender offer (the "Offer"), completed on June 11, 2001,
pursuant to the terms of the Merger Agreement.
THE BOARD OF DIRECTORS OF BARRETT HAS UNANIMOUSLY APPROVED THE OFFER, THE
MERGER AND THE MERGER AGREEMENT, HAS DETERMINED THAT THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, ARE ADVISABLE AND ARE
FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF BARRETT AND HAS
RECOMMENDED THAT STOCKHOLDERS OF BARRETT VOTE IN FAVOR OF THE MERGER AGREEMENT
AND THE MERGER.
YOU ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE
COMPLETING THE ENCLOSED VOTING INSTRUCTION FORM.
Please note that, in respect of any Shares allocated to your account under
the Barrett Resources Corporation Retirement Savings Plan (the "Plan"), you
should disregard any references in the Proxy Statement/Prospectus to voting
procedures. Only the trustees of the Plan (the "Trustees"), as the holders of
record, can vote such Shares at the Special Meeting. Nevertheless, as a Plan
participant you can provide voting instructions on the enclosed red Voting
Instruction Form. Your voting instructions will be provided to U.S. Trust
Company, N.A., an independent fiduciary appointed under the Plan (the
"Independent Fiduciary"), pursuant to the confidential procedures described
below. The Independent Fiduciary will then direct the Trustees to vote Shares
held in trust under the Plan in accordance with the instructions of Plan
participants. If you do not instruct the Independent Fiduciary how to vote the
Shares allocated to your Plan account, your Shares will be voted in the same
proportion as the Shares for which the Independent Fiduciary does receive
instructions.
If, in addition to the Shares you own through the Plan, you also own Shares
directly and not through the Plan, you will receive under separate cover proxy
solicitation materials, including a proxy form. As noted above, that proxy form
cannot be used to direct the voting of Shares held in the Plan -- you may only
use the red Voting Instruction Form for the purpose of voting Shares owned
through the Plan.
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EFFECT OF THE MERGER ON THE PLAN
Upon completion of the Merger, each Share allocated to your account under
the Plan will be converted into 1.767 shares of Williams common stock, plus cash
in lieu of any fractional Williams shares that result from the conversion. After
completion of the Merger, Williams intends to merge (the "Plan Merger") the Plan
into The Williams Investment Plus Plan (the "Williams Plan"). The Williams Plan
is a 401(k) plan with a wide array of investment choices. Participants receive
up to a 6% employer matching contribution made in the form of Williams stock.
If, following completion of the Merger, Williams is unable to effect the Plan
Merger before contributions are to be made under the Plan, matching
contributions made in the form of stock under the Plan will be made in Williams
common stock. Williams and Barrett reserve the right to change the Plan and the
Williams Plan, respectively, in the future in any manner allowed by law.
VOTING INSTRUCTIONS
Enclosed herewith is a confidential Voting Instruction Form that you must
use to instruct the Independent Fiduciary how the Shares allocated to your Plan
account should be voted.
SHARES FOR WHICH PARTICIPANT INSTRUCTIONS ARE TIMELY RECEIVED.
You may instruct the Independent Fiduciary to vote for or against the
approval and adoption of the Merger Agreement and the Merger or to abstain from
voting. If you sign, date, and return a Voting Instruction Form but do not check
any box on the form, the Independent Fiduciary will treat your form as an
instruction to vote your Shares in favor of the Merger Agreement and the Merger.
SHARES FOR WHICH PARTICIPANT INSTRUCTIONS ARE NOT TIMELY RECEIVED.
If your instruction form is not timely received by the Independent
Fiduciary, the Plan provides that the Shares allocated to your Plan account will
be voted in the same proportion as the Shares for which the Independent
Fiduciary does receive instructions.
VOTING PROCEDURES
A Voting Instruction Form and a return envelope (with postage pre-paid) are
enclosed. After you have read this letter and the Proxy Statement/Prospectus,
please do the following:
1. Mark, date and sign your red Voting Instruction Form. Please be
sure to sign your name exactly as it appears on the Voting Instruction
Form. The number of Shares allocated to your Plan account as of July 2,
2001, the record date for the Special Meeting, is shown under your address
and social security number on the Voting Instruction Form.
2. Mail the Voting Instruction Form in the enclosed pre-addressed
envelope so that it will be received by Ellen Philip Associates, the
Independent Fiduciary's agent, no later than 5:00 p.m. Eastern Time on July
30, 2001.
CHANGING OR REVOKING YOUR VOTING INSTRUCTION FORM
If you decide to change your voting instructions after you have submitted
your Voting Instruction Form, you must obtain a new Voting Instruction Form from
the Independent Fiduciary by contacting the Independent Fiduciary as described
below. By properly completing and timely returning a new Voting Instruction
Form, your previously submitted Voting Instruction Form will be automatically
revoked.
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VOTING DEADLINE
In order to be assured that your voting instructions to the Independent
Fiduciary will be followed, your voting instructions must be received no later
than 5:00 p.m. Eastern Time on July 30, 2001. Any Voting Instruction Forms
received after that time will be disregarded.
CONFIDENTIALITY
Your voting instructions to the Independent Fiduciary are strictly
confidential. The Independent Fiduciary will not disclose how you voted or if
you voted, unless required to do so by law. You should feel free to instruct the
Independent Fiduciary to vote in the manner you think best.
HOW TO CONTACT THE INDEPENDENT FIDUCIARY
If you have any questions or comments concerning the procedure for
completing and/or returning your Voting Instruction Form, please contact the
Independent Fiduciary at 1-800-535-3093, between the hours of 11:30 a.m. and
7:30 p.m. Eastern Time. Your telephone call or other communication will be kept
confidential.
Sincerely,
U.S. Trust Company, N.A.
Independent Fiduciary
The Barrett Resources Corporation
Retirement Saving Plan
July 5, 2001
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THE BARRETT RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
VOTING INSTRUCTIONS TO INDEPENDENT FIDUCIARY
The undersigned participant in the Barrett Resources Corporation Retirement
Savings Plan (the "Plan") hereby instructs U. S. Trust Company, N. A. ("U.S.
Trust"), as an independent fiduciary of the Plan, to direct the Plan trustees to
vote, as designated below, all shares of common stock of Barrett Resources
Corporation ("Barrett") allocated to the participant's account under the Plan at
the special meeting of the Company's stockholders to be held on August 2, 2001
and any and all adjournments and postponements thereof.
If you sign and date this form but do not provide instructions, U.S. Trust
will treat your form as an instruction to vote your shares in favor of the
Merger Agreement and the Merger.
[X] Please mark your vote in the box in this manner, using dark ink only
1. To adopt and approve the Agreement and Plan of Merger dated as of May 7,
2001 among Barrett, The Williams Companies, Inc. and Resources Acquisition
Corp.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Signature:
- ------------------------------------
Date:
- ------------------, 2001
Please sign exactly as your name appears above.
THIS VOTING INSTRUCTION FORM MUST BE PROPERLY COMPLETED, SIGNED AND RECEIVED BY
U.S. TRUST'S AGENT, ELLEN PHILIP ASSOCIATES, BY 5:00 P.M. EASTERN TIME ON JULY
30, 2001.