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EXHIBIT 99-2
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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To Our Clients:
Enclosed for your consideration are the Prospectus dated , 1995
(the "Prospectus") and the related Letter of Transmittal (which, together with
the Prospectus, constitute the "Exchange Offer") whereby The Williams Companies,
Inc. , a Delaware corporation (the "Company"), is offering to exchange
$90,752,500 aggregate principal amount of its % Quarterly Income
Capital Securities ("QUICS") (Subordinated Debentures, Due 2025) for up to
3,630,100 shares of its $2.21 Cumulative Preferred Stock, $1.00 par value, (the
"Preferred Stock"), which constitute all outstanding shares of the Preferred
Stock, upon the terms and subject to the conditions set forth in the Exchange
Offer.
The QUICS are offered in minimum denominations of $25 and integral
multiples thereof, and the shares of the Preferred Stock have a liquidation
preference of $25 per share. Consequently, the Exchange Offer will be effected
on a basis of $25 principal amount of QUICS for each share of the Preferred
Stock validly tendered and accepted for exchange. See "The Exchange
Offer -- General" in the Prospectus.
WE ARE THE REGISTERED HOLDER OF SHARES OF THE PREFERRED STOCK HELD BY US
FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES OF THE PREFERRED STOCK CAN BE MADE
ONLY BY US AS THE REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES OF THE PREFERRED STOCK HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish us to tender any or all
shares of the Preferred Stock held by us for your account, upon the terms and
subject to the conditions set forth in the Exchange Offer. If you wish us to
tender such shares, also complete the attached Notice of Solicited Tenders.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender shares of the Preferred Stock in accordance with
the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK TIME, ON , 1995, UNLESS EXTENDED.
WE URGE YOU TO READ THE ENCLOSED PROSPECTUS CAREFULLY BEFORE CONVEYING YOUR
INSTRUCTIONS TO US.
If you wish to have us tender any or all of your shares of the Preferred
Stock, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth in the next page of this letter. An
envelope to return your instructions to us is enclosed. If you authorize us to
tender your shares of the Preferred Stock, all such shares of the Preferred
Stock will be tendered, unless otherwise specified on the next page of this
letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN SUFFICIENT TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE EXCHANGE
OFFER.
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(SM) Lehman Brothers has applied for a service mark for QUICS.
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INSTRUCTIONS WITH RESPECT TO
THE WILLIAMS COMPANIES, INC.
OFFER TO EXCHANGE
% QUARTERLY INCOME CAPITAL SECURITIES (QUICSSM)
(SUBORDINATED DEBENTURES, DUE 2025)
FOR
$2.21 CUMULATIVE PREFERRED STOCK
The undersigned acknowledge(s) receipt of your letter enclosing the
Prospectus dated , 1995 (the "Prospectus") and the related Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer") relating to the offer by The Williams Companies, Inc., a Delaware
corporation (the "Company"), to exchange up to $ aggregate principal
amount of % Quarterly Income Capital Securities ("QUICS") (Subordinated
Debentures, Due 2025) for any and all of its $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 Exchange Offer.
This will instruct you to tender the shares of the Preferred Stock
indicated below held by you for the account of the undersigned, pursuant to the
terms and subject to the conditions set forth in the Exchange Offer.
SIGN HERE
Shares of the Preferred Stock Signature(s):
which are to be Tendered: -------------------------------------------------
(1) --------------- Number of Shares -------------------------------------------------
(2) --------------- Number of Shares
Tendered (only if different Dated: ------------------------, 1995
amount from item (1))*
Address:
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Zip Code:
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Area Code and Telephone No.
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* Unless otherwise indicated, it will be assumed that all shares of the
Preferred Stock listed in item (1) are to be tendered.
(SM) Lehman Brothers has applied for a service mark for QUICS.
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NOTICE OF SOLICITED TENDERS
The Company will pay to any Soliciting Dealer, as defined in the
Prospectus, a solicitation fee of $.50 per Share for each share of the Preferred
Stock tendered and exchanged pursuant to the Offer. 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 own account. No broker, dealer,
bank, trust company or fiduciary shall be deemed to be the agent of the Company,
the Exchange Agent, the Information Agent or the Dealer Managers for purposes of
the Exchange Offer.
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm:
(Please Print)
Name of Individual Broker or Financial Consultant:
-----------------------------
Identification Number (if known):
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Address:
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(Include Zip Code)
The following is to be completed ONLY if customer's Preferred Stock held in
nominee name are tendered.
BENEFICIAL OWNERS NUMBER OF SHARES OF PREFERRED STOCK TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
Beneficial Owner No. 1.....................
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Beneficial Owner No. 2.....................
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Beneficial Owner No. 3.....................
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The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the terms and
conditions of the Prospectus; (iii) in soliciting tenders of shares of Preferred
Stock, it has used no soliciting materials other than those furnished by the
Company; and (iv) if it is a foreign broker or dealer not eligible for
membership in the National Association of Securities Dealers, Inc. (the "NASD"),
it has agreed to conform to the NASD's Rules of Fair Practice in making
solicitations.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE WITH RESPECT TO SHARES OF PREFERRED
STOCK BENEFICIALLY OWNED BY SUCH SOLICITING DEALER OR WITH RESPECT TO ANY SHARES
THAT ARE REGISTERED IN THE NAME OF A SOLICITING DEALER UNLESS SUCH SHARES ARE
HELD BY SUCH SOLICITING DEALER AS NOMINEE AND ARE TENDERED FOR THE BENEFIT OF
BENEFICIAL HOLDERS IDENTIFIED IN THE LETTER OF TRANSMITTAL.
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