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EXHIBIT 99-5
NOTICE OF GUARANTEED DELIVERY
IN RESPECT OF THE
$2.21 CUMULATIVE PREFERRED STOCK
OF
THE WILLIAMS COMPANIES, INC.
As set forth in the Exchange Offer (as defined below), this form or one
substantially equivalent hereto must be used to accept the Exchange Offer if
certificates representing shares of the $2.21 Cumulative Preferred Stock, par
value $1.00 (the "Preferred Stock") of The Williams Companies, Inc., a Delaware
corporation (the "Company"), are not immediately available or time will not
permit a holder's shares of the Preferred Stock, the Letter of Transmittal or
other required documents to reach First Chicago Trust Company of New York as
Exchange Agent (the "Exchange Agent"), prior to the Expiration Time (as defined
in the Prospectus (as defined below)), or the procedure for book-entry transfer
cannot be completed on a timely basis. Such form may be delivered by facsimile
transmission, mail or hand delivery to the Exchange Agent. See "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus.
The Exchange Agent for the Exchange Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Facsimile: By Hand/Overnight Delivery:
(For Eligible Institutions
Only)
Tenders & Exchanges (201) 222-4720 Tenders & Exchanges
P.O. Box 2559 (201) 222-4721 Suite 4680-WCI
Mail Suite 4660-WCI 14 Wall Street, 8th Floor
Jersey City, NJ 07303 New York, NY 10005
Confirm by Telephone:
(201) 222-4707
Shareholder Inquiries
Regarding Lost Securities:
(201) 324-0137
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DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS NOTICE VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY OR CONSENT.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, in accordance with the
Company's offer to exchange up to $90,752,500 aggregate principal amount of its
9.60% Quarterly Income Capital Securities ("QUICS"(SM)) (Subordinated
Debentures, Due 2025) (Providing for a Late Payment Penalty to be Paid by the
Company in the Event of a Late Payment Period) for any and all shares of its
Preferred Stock, upon the terms and subject to the conditions set forth in the
Prospectus dated July 25, 1995 (the "Prospectus"), and in the related Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer"), receipt of which is hereby acknowledged, the shares of the Preferred
Stock set forth below pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus.
Number of Shares Tendered:_______
SIGN AND DATE HERE
Pursuant to the Prospectus and the Exchange Offer, the undersigned hereby
tenders to the Company the shares of Preferred Stock set forth above.
Date:____________________, 1995 Name(s)
___________________________________ ______________________________________
___________________________________ ______________________________________
(SIGNATURE(S) OF HOLDER(S)) (PLEASE TYPE OF PRINT)
Address_______________________________
______________________________________
(ZIP CODE)
Area Code and Tel. No.________________
Complete the following if Delivered
by Book-Entry Transfer:
The Depository Trust Company
Account Number
___________________________________
THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED WITH
RESPECT TO THE TENDER OF SHARES
________________________
(SM)Lehman Brothers has applied for a service mark for QUICS.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office in the United States,
guarantees (a) that the above named person(s) "own(s)" the shares of the
Preferred Stock tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, (b) that such tender of such shares
of the Preferred Stock complies with Rule 14e-4, and (c) to deliver to the
Exchange Agent the shares of the Preferred Stock tendered hereby or confirmation
of book-entry transfer of such shares into the Exchange Agent's account at The
Depository Trust Company, in proper form for transfer, together with the Letter
of Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees, or an Agent's Message (as defined in the
Prospectus) in connection with a book-entry transfer of the Shares of the
Preferred Stock, and any other required documents, within five (5) New York
Stock Exchange trading days after the Expiration Time.
Name of Firm
--------------------------------- ---------------------------------------------
(AUTHORIZED SIGNATURE)
Address Title
-------------------------------------- ----------------------------------------
Name
- --------------------------------------------- -----------------------------------------
(ZIP CODE) PLEASE TYPE OR PRINT
Area Code and Tel. No. Dated , 1995
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NOTE: DO NOT SEND CERTIFICATES REPRESENTING SHARES OF PREFERRED STOCK WITH THIS
FORM. SUCH CERTIFICATES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL.
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