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EXHIBIT 99-1
THE WILLIAMS COMPANIES, INC.
OFFER TO EXCHANGE
% QUARTERLY INCOME CAPITAL SECURITIES (QUICSSM)
(SUBORDINATED DEBENTURES, DUE 2025)
FOR
$2.21 CUMULATIVE PREFERRED STOCK
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THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME
ON , 1995, UNLESS EXTENDED.
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, 1995
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing the materials listed below relating to the offer of The
Williams Companies, Inc. (the "Company") to exchange up to $90,752,500 in
aggregate principal amount of % Quarterly Income Capital Securities (the
"QUICS") (Subordinated Debentures, Due 2025) for any and all shares of the $2.21
Cumulative Preferred Stock, $1.00 par value, (the "Preferred Stock") of the
Company, upon the terms and subject to the conditions set forth in the
Prospectus dated , 1995 (the "Prospectus") and in the related Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").
Enclosed herewith are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal to be used by registered holders of
shares of the Preferred Stock in accepting the Exchange Offer;
3. A printed form of letter which may be sent to your clients for
whose account you hold shares of the Preferred Stock in your name or in the
name of your nominee, with space provided for obtaining such clients'
instructions with regard to the Exchange Offer;
4. The Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if shares of the Preferred Stock are not immediately available or if
the procedure for book-entry transfer cannot be completed on a timely
basis;
5. A Questions and Answers sheet which has been sent to holders and
which may be used by you in responding to inquiries from your clients; and
6. A return envelope addressed to First Chicago Trust Company of New
York, the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 1995, UNLESS EXTENDED.
The Company will reimburse brokerage houses and other custodians, nominees
and fiduciaries the reasonable out-of-pocket expenses incurred by them in
forwarding the Prospectus and the related documents
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(SM) Lehman Brothers has applied for a service mark for QUICS.
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to the beneficial owners of shares of the Preferred Stock held by them as
nominees or in a fiduciary capacity and in handling or forwarding tenders for
their customers.
The Company will pay to a Soliciting Dealer (as herein defined) a
solicitation fee of $.50 per share of the Preferred Stock for any share tendered
and accepted for exchange pursuant to the Exchange Offer if such Soliciting
Dealer has solicited and obtained such tender. "Soliciting Dealer" includes (i)
any broker or dealer in securities, including the Dealer Managers in their
capacity as a broker or dealer, which is a member of any national securities
exchange or of the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for membership in the
NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it were an NASD
member or (iii) any bank or trust company. In order for a Soliciting Dealer to
receive a solicitation fee with respect to the tender of shares of the Preferred
Stock, the Exchange Agent must have received a properly completed and executed
form (from the Letter of Transmittal or otherwise) entitled "Notice of Solicited
Tenders".
No fee shall be paid to a Soliciting Dealer except for shares held by such
Soliciting Dealer as Nominee. No such fee shall be payable to a Soliciting
Dealer if such Soliciting Dealer is required for any reason to transfer the
amount of such fee to a tendering holder (other than itself). The Dealer
Managers may not, until the Expiration Time, buy, sell, deal or trade in the
shares of the Preferred Stock for their account. No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of the Company, the
Exchange Agent, the Dealer Managers or the Information Agent for purposes of the
Exchange Offer.
The Company expressly reserves the right, in its sole discretion, to (i)
extend, amend or modify the terms of the Exchange Offer in any manner and (ii)
withdraw or terminate the Exchange Offer and not accept for exchange any shares
of the Preferred Stock if the "Minimum Condition" (as defined in the Prospectus)
or additional conditions set forth in "The Exchange Offer -- Conditions of the
Exchange Offer" are not satisfied or waived by the Company. See "The Exchange
Offer -- Expiration; Extension; Termination; Amendment" in the Prospectus.
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Additional copies of the enclosed materials may be obtained by contacting
Morrow & Co., the Information Agent, at 909 Third Avenue, New York, NY 10022.
Very truly yours,
LEHMAN BROTHERS MORGAN STANLEY & CO. SMITH BARNEY INC.
INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE WILLIAMS COMPANIES, INC., THE DEALER MANAGERS, THE EXCHANGE
AGENT OR THE INFORMATION AGENT, OR AUTHORIZE YOU TO MAKE ANY STATEMENT OR USE
ANY DOCUMENT IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
Enclosures
THE DEALER MANAGERS FOR THE EXCHANGE OFFER ARE:
LEHMAN BROTHERS
Liability Management Group
Three World Financial Center
200 Vesey Street
New York, NY 10285
Contact: David B. Parsons
1-800-438-3242 (toll free)
(212) 528-7581 (collect)
MORGAN STANLEY & CO.
INCORPORATED
Preferred Stock Group
1221 Avenue of the Americas
New York, New York
Contact: Steven C. Sahara
1-800-422-6464 ext. 6905 (toll free)
SMITH BARNEY INC.
Liability Management Group
388 Greenwich Street
New York, NY 10013
Contact: Paul S. Galant 1-
800-813-3754 (toll free)
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