EXHIBIT 99.1
LETTER OF TRANSMITTAL
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
OFFER TO EXCHANGE
7% SERIES B NOTES DUE AUGUST 15, 2011
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED NOVEMBER , 2001,
FOR ALL ISSUED AND OUTSTANDING
7% SERIES A NOTES DUE AUGUST 15, 2011
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________, 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
CITIBANK N.A.
<Table>
By Regular or Certified Mail or By Facsimile: To Confirm by Telephone or for
Overnight Courier or Hand: (Eligible Guarantor Institutions Only) Information Call:
Citibank N.A. Citibank N.A. Citibank N.A.
111 Wall Street, 15th Floor 111 Wall Street, 15th Floor Attention: Corporate Trust
New York, NY 10043 New York, NY 10043 Trustee Division
Attention: Corporate Trust Attention: Corporate Trust Phone: 1-800-422-2066
Trustee Division Trustee Division
Fax: (212) 825-3483
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE
LISTED ABOVE, OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF YOUR OLD NOTES.
By signing this Letter of Transmittal, you hereby acknowledge that you
have received and reviewed the Prospectus, dated , 2001, of
Transcontinental Gas Pipe Line Corporation and this Letter of Transmittal. The
Prospectus, together with this Letter of Transmittal, constitutes
Transcontinental Gas Pipe Line Corporation's offer to exchange an aggregate
principal amount of up to $300,000,000 of its 7% Series B Notes due August 15,
2011 (the "New Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of our
issued and outstanding 7% Series A Notes due August 15, 2011 (the "Old Notes").
The Old Notes were issued in an offering under Rule 144A and Regulation S of the
Securities Act that was not registered under the Securities Act. This Exchange
Offer is being extended to all holders of the Old Notes.
If you decide to tender your Old Notes, and we accept the Old Notes,
this will constitute a binding agreement between you and Transcontinental Gas
Pipe Line Corporation, subject to the terms and conditions set forth in the
Prospectus and this Letter of Transmittal. Unless you comply with the procedures
described in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures," you must do one of the following on or prior to the
expiration of the Exchange Offer to participate in the Exchange Offer:
- tender your Old Notes by sending the certificates for your Old
Notes, in proper form for transfer, a properly completed and
duly executed Letter of Transmittal, with any required
signature guarantees, and all other documents required by this
Letter of Transmittal to the Exchange Agent at one of the
addresses listed above; or
- tender your Old Notes by using the book-entry transfer
procedures described in the Prospectus under the caption "The
Exchange Offer -- Book-Entry Transfer," and transmitting this
Letter of Transmittal, with any required signature guarantees,
or an Agent's Message (as defined below) instead of this
Letter of Transmittal to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of your
Old Notes in the Exchange Offer, the Exchange Agent must receive a confirmation
of book-entry transfer (a "Book-Entry Confirmation") of your Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the expiration
of the Exchange Offer. The term "Agent's Message" means a message, transmitted
by The Depository Trust Company and received by the Exchange Agent and forming a
part of the Book-Entry Confirmation, which states that The Depository Trust
Company has received an express acknowledgment from you that you have received
and have agreed to be bound by the terms of this Letter of Transmittal. If you
use this procedure, we may enforce the Letter of Transmittal against you.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY'S BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If you are a holder of Old Notes and wish to tender your Old Notes in
the Exchange Offer, but (1) the Old Notes are not immediately available, (2)
time will not permit your Old Notes or other required documents to reach the
Exchange Agent before the expiration of the Exchange Offer, or (3) the procedure
for book-entry transfer cannot be completed prior to the expiration of the
Exchange Offer, you may tender Old Notes by following the procedures described
in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
Only registered holders of Old Notes -- which term, for purposes of
this Letter of Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position listing as the owner
of the Old Notes -- are entitled to tender their Old Notes for exchange in the
Exchange Offer. If you are a beneficial owner whose Old Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and you wish to tender your Old Notes in the Exchange Offer, you should promptly
contact the person in whose name the Old Notes are registered and instruct that
person to tender on your behalf. If you wish to tender in the Exchange Offer on
your own behalf, prior to completing and executing this Letter of Transmittal
and delivering the certificates for your Old Notes, you must either make
appropriate arrangements to register ownership of the Old Notes in your name or
obtain a properly completed bond power from the person in whose name the Old
Notes are registered.
YOU MUST COMPLETE THIS LETTER OF TRANSMITTAL IF YOU ARE A REGISTERED
HOLDER OF OLD NOTES -- WHICH TERM, FOR PURPOSES OF THIS LETTER OF TRANSMITTAL,
INCLUDES ANY PARTICIPANT IN THE DEPOSITORY TRUST COMPANY'S SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE OLD NOTES - AND
EITHER (1) YOU WISH TO TENDER THE CERTIFICATES REPRESENTING YOUR OLD NOTES TO
THE EXCHANGE AGENT TOGETHER WITH THIS LETTER OF TRANSMITTAL OR (2) YOU WISH TO
TENDER YOUR OLD NOTES BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT
THE DEPOSITORY TRUST COMPANY AND YOU ELECT TO SUBMIT THIS LETTER OF TRANSMITTAL
TO THE EXCHANGE AGENT INSTEAD OF AN AGENT'S MESSAGE.
In order to properly complete this Letter of Transmittal, you must: (1)
complete the box entitled "Description of Old Notes Tendered," (2) if
appropriate, check and complete the boxes relating to book-entry transfer and
guaranteed delivery and the boxes entitled "Special Issuance Instructions" and
"Special Delivery Instructions," (3) sign this Letter of Transmittal by
completing the box entitled "Sign Here" and (4) complete the box entitled
"Substitute Form W-9." By completing the box entitled "Description of Old Notes
Tendered" and signing below, you will have tendered your Old Notes for exchange
on the terms and conditions described in the Prospectus and this Letter of
Transmittal. You should read the detailed instructions below before completing
this Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES
<Table>
<Caption>
DESCRIPTION OF OLD NOTES TENDERED (CUSIP NO. 893570BQ3)
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NAME AND ADDRESS OF REGISTERED HOLDER 1 2 3
- ------------------------------------- ----------- -------------------------- ----------------
CERTIFICATE AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
NUMBER(s)* OF OLD NOTE(s) TENDERED**
----------- -------------------------- ----------------
TOTAL:
</Table>
* Need not be completed by holders who tender by book-entry transfer.
** Old Notes tendered by this Letter of Transmittal must be in
denominations of $1,000 principal amount and any integral multiple
thereof. Unless otherwise indicated in column 3, a holder will be
deemed to have tendered ALL of the Old Notes represented by the
certificate(s) listed in column 1. (See Instruction 4.)
<Table>
<Caption>
DESCRIPTION OF OLD NOTES TENDERED (CUSIP NO. U89358AA0) (REGULATION S)
- ------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED HOLDER 1 2 3
- ------------------------------------- ----------- -------------------------- ----------------
CERTIFICATE AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
NUMBER(s)* OF OLD NOTE(s) TENDERED**
----------- -------------------------- ----------------
TOTAL:
</Table>
* Need not be completed by holders who tender by book-entry transfer.
** Old Notes tendered by this Letter of Transmittal must be in
denominations of $1,000 principal amount and any integral multiple
thereof. Unless otherwise indicated in column 3, a holder will be
deemed to have tendered ALL of the Old Notes represented by the
certificate(s) listed in column 1. (See Instruction 4.)
BOXES BELOW TO BE CHECKED AS APPLICABLE
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[ ] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR OLD NOTES IS BEING
TENDERED WITH THIS LETTER OF TRANSMITTAL.
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[ ] CHECK HERE IF THE CERTIFICATE(s) REPRESENTING YOUR OLD NOTES HAS BEEN
LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN OBTAINING A NEW
CERTIFICATE(s).
Certificate Number(s)
--------------------------------------------------
Principal Amount(s) Represented
----------------------------------------
You must contact the Exchange Agent to obtain instructions for
replacing lost, destroyed or stolen certificate(s) representing Old
Notes. (See Instruction 12.)
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<Table>
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6) (SEE INSTRUCTIONS 1, 5 AND 6)
TO BE COMPLETED ONLY IF NEW NOTES OR OLD NOTES NOT TO BE COMPLETED ONLY IF NEW NOTES OR OLD NOTES NOT
TENDERED OR EXCHANGED ARE TO BE ISSUED IN THE NAME TENDERED OR EXCHANGED ARE TO BE DELIVERED TO
OF SOMEONE OTHER THAN THE REGISTERED HOLDER OF THE SOMEONE OTHER THAN THE REGISTERED HOLDER OF THE
OLD NOTES WHOSE NAME(S) APPEAR BELOW. OLD NOTES WHOSE NAME(S) APPEAR(S) BELOW OR TO THE
REGISTERED HOLDER AT AN ADDRESS OTHER THAN THAT
[ ] Old Note(s) to: SHOWN BELOW.
[ ] New Note(s) to: [ ] Old Note(s) to:
[ ] New Note(s) to:
Name
------------------------------------------------ Name
(PLEASE PRINT) ----------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------- Address
-------------------------------------------------
- ----------------------------------------------------
(ZIP CODE) --------------------------------------------------------
(ZIP CODE)
Telephone Number ( ) -
----------------------------------- Telephone Number ( ) -
---------------------------------------
- ----------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.) --------------------------------------------------------
(SEE INSTRUCTION 9) (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE INSTRUCTION 9)
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</Table>
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[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED OLD NOTES ARE BEING DELIVERED UNDER A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s)
----------------------------------------
Window Ticket Number (if any)
------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
---------------------
Name of Institution Which Guaranteed Delivery
--------------------------
If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution:
-----------------------------------------
Account Number
---------------------------------------------------------
Transaction Code Number
------------------------------------------------
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BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST
COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
----------------------------------------
Account Number
--------------------------------------------------------
Transaction Code Number
-----------------------------------------------
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[ ] CHECK HERE IF OLD NOTES THAT ARE NOT TENDERED OR NOT EXCHANGED ARE TO
BE RETURNED BY CREDITING THE DEPOSITORY TRUST COMPANY ACCOUNT NUMBER
INDICATED ABOVE.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, as
described in the Prospectus and this Letter of Transmittal, I hereby tender to
Transcontinental Gas Pipe Line Corporation the aggregate principal amount of Old
Notes described above in the box entitled "Description of Old Notes Tendered" in
exchange for a like principal amount of New Notes with the same maturity date
which have been registered under the Securities Act.
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered by this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer--including, if the Exchange
Offer is extended or amended, the terms and conditions of any extension or
amendment--I hereby sell, assign and transfer to, or upon the order of,
Transcontinental Gas Pipe Line Corporation all right, title and interest in and
to the Old Notes tendered by this Letter of Transmittal. I hereby irrevocably
constitute and appoint the Exchange Agent as my agent and attorney-in-fact--with
full knowledge that the Exchange Agent is also acting as the agent of
Transcontinental Gas Pipe Line Corporation in connection with the Exchange
Offer--with respect to the tendered Old Notes, with full power of substitution,
such power of attorney being deemed to be an irrevocable power coupled with an
interest, subject only to the right of withdrawal described in the Prospectus,
to (1) deliver certificates for the tendered Old Notes to Transcontinental Gas
Pipe Line Corporation together with all accompanying evidences of transfer and
authenticity to, or upon the order of, Transcontinental Gas Pipe Line
Corporation, upon receipt by the Exchange Agent, as my agent, of the New Notes
to be issued in exchange for the tendered Old Notes, (2) present certificates
for the tendered Old Notes for transfer, and to transfer the tendered Old Notes
on the books of Transcontinental Gas Pipe Line Corporation, and (3) receive for
the account of Transcontinental Gas Pipe Line Corporation all benefits and
otherwise exercise all rights of ownership of the tendered Old Notes, all in
accordance with the terms and conditions of the Exchange Offer.
I hereby represent and warrant that I have full power and authority to
tender, sell, assign and transfer the Old Notes tendered by this Letter of
Transmittal and that, when the tendered Old Notes are accepted for exchange,
Transcontinental Gas Pipe Line Corporation will acquire good, marketable and
unencumbered title to the tendered Old Notes, free and clear of all liens,
restrictions, charges and encumbrances, and that the tendered Old Notes are not
subject to any adverse claims or proxies. I will, upon request, execute and
deliver any additional documents deemed by Transcontinental Gas Pipe Line
Corporation or the Exchange Agent to be necessary or desirable to complete the
exchange, sale, assignment and transfer of the Old Notes tendered by this Letter
of Transmittal, and I will comply with my obligations, if any, under the
Registration Rights Agreement, dated as of August 27, 2001 (the "Registration
Rights Agreement"), between Transcontinental Gas Pipe Line Corporation and UBS
Warburg LLC. I have read and I agree to all of the terms of the Exchange Offer.
The name(s) and address(es) of the registered holder(s)--which term,
for purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes--of the Old Notes tendered by this Letter
of Transmittal are printed above as they appear on the certificate(s)
representing the Old Notes. The certificate number(s) and the Old Notes that I
wish to tender are indicated in the appropriate boxes above.
Unless I have otherwise indicated by completing the box entitled
"Special Issuance Instructions" above, I hereby direct that the New Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that the New Notes be credited to the account indicated
above maintained with The Depository Trust Company. Similarly, unless I have
otherwise indicated by completing the box entitled "Special Delivery
Instructions," I hereby direct that the New Notes be delivered to the address
shown below my signature.
If I have (1) tendered any Old Notes that are not exchanged in the
Exchange Offer for any reason or (2) submitted certificates for more Old Notes
than I wish to tender, unless I have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions," I
hereby direct that certificates for any Old Notes that are not tendered or not
exchanged should be issued in the name of the undersigned, if applicable, and
delivered to the address shown below my signature or, in the case of a
book-entry transfer of Old Notes, that Old Notes that are not tendered or not
exchanged be credited to the account indicated above maintained with The
Depository Trust Company, in each case, at Transcontinental Gas Pipe Line
Corporation's expense, promptly following the expiration or termination of the
Exchange Offer.
I understand that if I decide to tender Old Notes, and Transcontinental
Gas Pipe Line Corporation accepts the Old Notes for exchange, this will
constitute a binding agreement between me and Transcontinental Gas Pipe Line
Corporation, subject to the terms and conditions set forth in the Prospectus and
this Letter of Transmittal.
I also recognize that, under certain circumstances described in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer," Transcontinental Gas Pipe Line Corporation may not be required to accept
for exchange any of the Old Notes tendered by this Letter of Transmittal.
By tendering Old Notes and executing this Letter of Transmittal, or
delivering an Agent's Message instead of this Letter of Transmittal, I hereby
represent and agree that: (1) I am not an "affiliate" (as defined in Rule 405
under the Securities Act) of Transcontinental Gas Pipe Line Corporation; (2) any
New Notes I receive in the Exchange Offer are being acquired by me in the
ordinary course of my business; (3) at the time of the commencement of the
Exchange Offer, neither I nor, to my knowledge, anyone receiving New Notes from
me, has any arrangement or understanding with any person to participate in the
distribution (as defined in the Securities Act) of the New Notes in violation of
the Securities Act; (4) if I am not a Participating Broker-Dealer (as defined
below), that I am not engaged in, and do not intend to engage in, the
distribution of the New Notes; and (5) if I am a Participating Broker-Dealer,
that I will receive the New Notes for my own account in exchange for Old Notes
that I acquired as a result of my market-making or other trading activities and
that I will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of the New Notes I receive. As used in this Letter
of Transmittal, a "Participating Broker-Dealer" is a broker-dealer that receives
New Notes for its own account in exchange for Old Notes that it acquired as a
result of market-making or other trading activities. If I am a Participating
Broker-Dealer, by making the representation set forth above and delivering a
prospectus in connection with any resale transaction involving the New Notes, I
understand that I will not be deemed to have admitted that I am an "underwriter"
within the meaning of the Securities Act.
Transcontinental Gas Pipe Line Corporation has agreed, subject to the
terms of the Registration Rights Agreement, that for a period of not more than
180 days after the date of acceptance of Old Notes for exchange, it will make
the Prospectus, as amended or supplemented from time to time, available to any
Participating Broker-Dealer for use in connection with resales of the New Notes.
Each Participating Broker-Dealer, by tendering Old Notes and executing this
Letter of Transmittal, or delivering an Agent's Message instead of this Letter
of Transmittal, agrees that, upon receipt of notice from Transcontinental Gas
Pipe Line Corporation of the occurrence of any event or the discovery of any
fact which makes any statement contained or incorporated by reference in the
Prospectus untrue in any material respect or which causes the Prospectus to omit
to state a material fact necessary in order to make the statements contained or
incorporated by reference in the Prospectus, in light of the circumstances under
which they were made, not misleading, the Participating Broker-Dealer will
suspend the sale of New Notes under the Prospectus. Each Participating
Broker-Dealer further agrees that, upon receipt of a notice from
Transcontinental Gas Pipe Line Corporation to suspend the sale of New Notes as
provided above, the Participating Broker-Dealer will suspend resales of the New
Notes until (1) Transcontinental Gas Pipe Line Corporation has amended or
supplemented the Prospectus to correct the misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or (2) Transcontinental Gas Pipe Line Corporation has given notice
that the sale of the New Notes may be resumed, as the case may be. If
Transcontinental Gas Pipe Line Corporation gives notice to suspend the sale of
the New Notes as provided above, it will extend the period referred to above
during which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of New Notes by the number of days during the period
from and including the date of the giving of such notice to and including the
date when Participating Broker-Dealers receive copies of the supplemented or
amended Prospectus necessary to permit resales of the New Notes or to and
including the date on which Transcontinental Gas Pipe Line Corporation has given
notice that the sale of New Notes may be resumed, as the case may be.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of New Notes received in exchange for Old
Notes in the Exchange Offer must notify Transcontinental Gas Pipe Line
Corporation, on or prior to the expiration of the Exchange Offer, that it is a
Participating Broker-Dealer. Participating Broker-Dealers must send the required
written notice to Transcontinental Gas Pipe Line Corporation's executive offices
located at 2800 Post Oak Boulevard, Houston, Texas 77056, Attention: Treasurer,
and this notice must be received by Transcontinental Gas Pipe Line Corporation
at or prior to the expiration of the Exchange Offer.
Interest on the New Notes will accrue (1) from the later of (a) the
last date to which interest was paid on the Old Notes surrendered in exchange
for the New Notes or (b) if the Old Notes are surrendered for exchange on a date
in a period which includes the record date for an interest payment date to occur
on or after the date of the exchange and as to which interest will be paid, the
date to which interest will be paid on such interest payment date or (2) if no
interest has been paid on the Old Notes, from August 27, 2001.
All authority conferred in or agreed to be conferred in this Letter of
Transmittal will survive my death or incapacity, and any obligation of mine
under this Letter of Transmittal will be binding upon my heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns. Except as stated in the Prospectus,
this tender is irrevocable.
SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
This Letter of Transmittal must be signed by (1) the registered holder(s)-which
term, for purposes of this Letter of Transmittal, includes any participant in
The Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes-exactly as the name(s) of the registered
holder(s) appear(s) on the certificate(s) for the Old Notes tendered or on the
register of holders maintained by Transcontinental Gas Pipe Line Corporation, or
(2) by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted with this Letter of Transmittal-including
any opinions of counsel, certifications and other information as may be required
by Transcontinental Gas Pipe Line Corporation for the Old Notes to comply with
the restrictions on transfer applicable to the Old Notes. If the signature below
is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or another acting in a similar fiduciary or representative
capacity, please set forth the signer's full title. See Instruction 5.
X
-------------------------------------------------------------------------------
X
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SIGNATURE(s) OF NOTEHOLDER(s)
Dated: , 2001
-------------------------------------------------------------------
Name(s)
-------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
Capacity
------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ZIP CODE)
Tax Identification or Social Security No.
---------------------------------------
(SEE INSTRUCTION 9)
Area Code and Telephone No.
-----------------------------------------------------
SIGNATURE(S) GUARANTEED
(SEE INSTRUCTION 2, IF REQUIRED)
Eligible Guarantor Institution
--------------------------------------------------
Official Signature
-------------------------------------------------------------
Dated: , 2001
-------------------------------------------------------------------
TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES
<Table>
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PAYOR'S NAME: CITIBANK N.A.
- ---------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN TIN
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY -------------------------
BY SIGNING AND DATING BELOW (Social Security Number
Department of or Employer
the Treasury Identification Number)
Internal
Revenue Service PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(SEE INSTRUCTIONS)
Payor's Request for
Taxpayer Identification PART 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY
Number ("TIN") THAT (1) The number shown on this form is my correct TIN (or
and Certification I am waiting for a number to be issued to me), (2) I am not
subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all
interest or dividends or (c) the IRS has notified me that I
am no longer subject to backup withholding, and (3) I am a
U.S. person (including a U.S. resident alien).
SIGNATURE DATE
------------------------------- ----------
- ---------------------------------------------------------------------------------------------
</Table>
You must cross out item (2) in Part 3 above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART 1 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the payor within 60 days, the Payor
is required to withhold 31 percent of all cash payments made to me thereafter
until I provide a number.
- -------------------------------------- ----------------------------
SIGNATURE DATE
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. You must complete this Letter of Transmittal if you are a
holder of Old Notes--which term, for purposes of this Letter of Transmittal,
includes any participant in The Depository Trust Company's system whose name
appears on a security position listing as the holder of the Old Notes--and
either (1) you wish to tender the certificates representing your Old Notes to
the Exchange Agent together with this Letter of Transmittal or (2) you wish to
tender your Old Notes by book-entry transfer to the Exchange Agent's account at
The Depository Trust Company and you elect to submit this Letter of Transmittal
to the Exchange Agent instead of an Agent's Message. In order to constitute a
valid tender of your Old Notes, unless you comply with the procedures for
Guaranteed Delivery described below, the Exchange Agent must receive the
following documents at one of the addresses listed above on or prior to the
expiration of the Exchange Offer: (1) certificates for the Old Notes, in proper
form for transfer, or Book-Entry Confirmation of transfer of the Old Notes into
the Exchange Agent's account at The Depository Trust Company, (2) a properly
completed and duly executed Letter of Transmittal, with any required signature
guarantees, or, in the case of a Book-Entry Confirmation, an Agent's Message
instead of this Letter of Transmittal, and (3) all other documents required by
this Letter of Transmittal. Old Notes tendered in the Exchange Offer must be in
denominations of $1,000 principal amount and any integral multiple thereof.
If you are a holder of the Old Notes and wish to tender your Old Notes,
but (1) the certificates for Old Notes are not immediately available, (2) time
will not permit your certificates for Old Notes or other required documents to
reach the Exchange Agent before the expiration of the Exchange Offer, or (3) the
procedure for book-entry transfer cannot be completed prior to the expiration of
the Exchange Offer, you may effect a tender if: (1) the tender is made through
an Eligible Guarantor Institution (as defined below); (2) prior to the
expiration of the Exchange Offer, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form we have provided, setting forth
your name and address and the amount of Old Notes you are tendering and stating
that the tender is being made by Notice of Guaranteed Delivery; and (3) the
Exchange Agent receives within three New York Stock Exchange, Inc. ("NYSE")
trading days after the date of execution of the Notice of Guaranteed Delivery:
(a) the certificates for all physically tendered Old Notes, in proper form for
transfer, or a Book-Entry Confirmation of transfer of the Old Notes into the
Exchange Agent's account at The Depository Trust Company, as the case may be,
(b) a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, or, in the case of a Book-Entry Confirmation, an
Agent's Message instead of the Letter of Transmittal, and (c) all other
documents required by the Letter of Transmittal. The Notice of Guaranteed
Delivery may be sent by overnight courier, hand delivery, registered or
certified mail or facsimile transmission and must include a guarantee by an
Eligible Guarantor Institution in the form set forth in the Notice.
THE METHOD OF DELIVERY OF CERTIFICATES FOR OLD NOTES, LETTERS OF
TRANSMITTAL, AGENT'S MESSAGES AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR
ELECTION. IF YOU DELIVER YOUR OLD NOTES BY MAIL, WE RECOMMEND REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ASSURE TIMELY DELIVERY. DO NOT SEND CERTIFICATES FOR OLD
NOTES, LETTERS OF TRANSMITTAL, AGENT'S MESSAGES OR OTHER REQUIRED DOCUMENTS TO
TRANSCONTINENTAL GAS PIPE LINE CORPORATION.
Transcontinental Gas Pipe Line Corporation will not accept any
alternative, conditional or contingent tenders. Each tendering holder, by
execution of this Letter of Transmittal or delivery of an Agent's Message
instead of the Letter of Transmittal, waives any right to receive any notice of
the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(a) this Letter of Transmittal is signed by the registered
holder--which term, for purposes of this Letter of
Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position
listing as the owner of the Old Notes--of Old Notes tendered
with this Letter of Transmittal, unless such holder(s) has
completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery
Instructions" above, or
(b) the Old Notes are tendered for the account of a firm that is
an Eligible Guarantor Institution.
In all other cases, an Eligible Guarantor Institution must guarantee
the signature(s) on this Letter of Transmittal. See Instruction 5.
An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) means:
- Banks (as defined in Section 3(a) of the Federal Deposit
Insurance Act);
- Brokers, dealers, municipal securities dealers, municipal
securities brokers, government securities dealers and
government securities brokers (as defined in the Exchange
Act);
- Credit unions (as defined in Section 19B(1)(A) of the Federal
Reserve Act);
- National securities exchanges, registered securities
associations and clearing agencies (as these terms are defined
in the Exchange Act); and
- Savings associations (as defined in Section 3(b) of the
Federal Deposit Insurance Act).
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in denominations of $1,000 principal amount and integral multiples
thereof. If you are tendering less than all of the Old Notes evidenced by any
certificate you are submitting, please fill in the principal amount of Old Notes
which are to be tendered in column 3 ("Principal Amount of Old Notes Tendered")
of the box entitled "Description of Old Notes Tendered." In that case, unless
you have otherwise indicated by completing the boxes entitled "Special Issuance
Instructions" or "Special Delivery Instructions", new certificate(s) for the
remainder of the Old Notes that were evidenced by your old certificate(s) will
be sent to the registered holder of the Old Notes, promptly after the expiration
of the Exchange Offer. All Old Notes represented by certificates delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
Except as otherwise provided in this Letter of Transmittal, tenders of
Old Notes may be withdrawn at any time on or prior to the expiration of the
Exchange Offer. For a withdrawal to be effective, a written notice of withdrawal
must be received by the Exchange Agent prior to the expiration of the Exchange
Offer at one of the addresses listed above. Any notice of withdrawal must
specify the name of the person who tendered the Old Notes to be withdrawn,
identify the Old Notes to be withdrawn, including the principal amount of the
Old Notes, and, where certificates for Old Notes have been transmitted, specify
the name in which the Old Notes are registered, if different from that of the
withdrawing holder. If certificates for Old Notes have been delivered or
otherwise identified to the Exchange Agent, then, prior to the release of the
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Guarantor Institution unless the holder is
an Eligible Guarantor Institution. If Old Notes have been tendered using the
procedure for book-entry transfer described in the Prospectus under the caption
"The Exchange Offer--Book-Entry Transfer," any notice of withdrawal must specify
the name and number of the account at The Depository Trust Company to be
credited with the withdrawn Old Notes and otherwise comply with the procedures
of the book-entry transfer facility. All questions as to the validity, form and
eligibility--including time of receipt--of these notices will be determined by
Transcontinental Gas Pipe Line Corporation. Any such determination will be final
and binding. Any Old Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Old Notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the registered holder without cost to that holder as soon as
practicable after withdrawal, non-acceptance of tender or termination of the
Exchange Offer. In the case of Old Notes tendered using the procedure for
book-entry transfer described in the Prospectus under the caption "The Exchange
Offer--Book-Entry Transfer," the Old Notes will be credited to the tendering
holder's account with The Depository Trust Company. Properly withdrawn Old Notes
may be retendered at any time on or prior to the
expiration of the Exchange Offer by following one of the procedures described in
the Prospectus under the caption "The Exchange Offer--Procedures for Tendering
Old Notes."
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Old Notes tendered hereby are registered in the name of
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different name(s) on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registered holders.
When this Letter of Transmittal is signed by the registered holder(s)
of the Old Notes listed and transmitted by this Letter of Transmittal, no
endorsement(s) of certificate(s) or separate bond power(s) are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on the certificate(s) or bond power(s) must be
guaranteed by an Eligible Guarantor Institution.
If a person or persons other than the registered holder(s) of Old Notes
signs the Letter of Transmittal, certificates for the Old Notes must be endorsed
or accompanied by appropriate bond powers, signed exactly as the name or names
of the registered holder(s) that appears on the certificates for the Old Notes
and also must be accompanied by any opinions of counsel, certifications and
other information as Transcontinental Gas Pipe Line Corporation may require in
accordance with the restrictions on transfer applicable to the Old Notes.
Signatures on certificates or bond powers must be guaranteed by an Eligible
Guarantor Institution.
If you are a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or act in a similar fiduciary or
representative capacity, and wish to sign this Letter of Transmittal or any
certificates for Old Notes or bond powers, you must indicate your status when
signing. If you are acting in any of these capacities, you must submit proper
evidence satisfactory to us of your authority to so act unless we waive this
requirement.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be delivered to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained with The Depository Trust Company. See Instruction 4.
7. IRREGULARITIES. All questions as to the validity, form,
eligibility--including time of receipt--and acceptance of Old Notes tendered for
exchange will be determined by Transcontinental Gas Pipe Line Corporation in its
sole discretion. Our determination will be final and binding. We reserve the
absolute right to reject any and all tenders of Old Notes improperly tendered or
to not accept any Old Notes, the acceptance of which might be unlawful as
determined by us or our counsel. We also reserve the absolute right to waive any
defects or irregularities or conditions of the Exchange Offer as to any Old
Notes either before or after the expiration of the Exchange Offer--including the
right to waive the ineligibility of any holder who seeks to tender Old Notes in
the Exchange Offer. Our interpretation of the terms and conditions of the
Exchange Offer as to any particular Old Notes either before or after the
expiration of the Exchange Offer--including the terms and conditions of the
Letter of Transmittal and the accompanying instructions--will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
of Old Notes for exchange must be cured within a reasonable period of time, as
determined by us. Neither we, the Exchange Agent nor any other person has any
duty to give notification of any defect or irregularity with respect to any
tender of Old Notes for exchange, nor will we have any liability for failure to
give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at the
addresses and telephone number listed on the front of this Letter of
Transmittal. Additional copies of the Prospectus, this Letter of Transmittal or
the Notice of Guaranteed Delivery may be obtained from the Exchange Agent or
from your broker, dealer, commercial bank, trust company or other nominee.
9. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal
income tax law generally requires that a tendering holder whose Old Notes are
accepted for exchange must provide the Exchange Agent (as payor) with such
holder's correct Taxpayer Identification Number (a "TIN"), which, in the case of
a holder who is an individual, is such holder's social security number. If the
Exchange Agent is not provided with the correct TIN or an adequate basis for an
exemption, such holder may be subject to a $50 penalty imposed by the Internal
Revenue Service and backup withholding in an amount equal to 31% of the amount
of any reportable payments made after the exchange to such tendering holder. If
withholding results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding and that the holder is a
U.S. person (including a U.S. resident alien).
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Holder
should write "Exempt" in Part 2 of Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for additional instructions. In order for a
nonresident alien or foreign entity to qualify as exempt, such person must
submit a completed applicable Form W-8, signed under penalty of perjury
attesting to such exempt status. Such form may be obtained from the Exchange
Agent.
If the Old Notes are held in more than one name or are not in the name
of the actual owner, consult the W-9 Guidelines for information on which TIN to
report.
If the holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, write "Applied For" in the
space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number set forth herein. If the holder does not provide such holder's TIN to the
Exchange Agent within 60 days, backup withholding will begin and continue until
such holder furnishes such holder's TIN to the Exchange Agent. NOTE: WRITING
"APPLIED FOR" ON THE FORM MEANS THAT THE HOLDER HAS ALREADY APPLIED FOR A TIN OR
THAT SUCH HOLDER INTENDS TO APPLY FOR ONE IN THE NEAR FUTURE.
10. WAIVER OF CONDITIONS. Transcontinental Gas Pipe Line Corporation's
obligation to complete the Exchange Offer is subject to the conditions described
in the Prospectus under the caption "The Exchange Offer--Conditions to the
Exchange Offer." These conditions are for our benefit only and we may assert
them regardless of the circumstances giving rise to any condition. We may also
waive any condition in whole or in part at any time in our sole discretion. Our
failure at any time to exercise any of the foregoing rights will not constitute
a waiver of that right and each right is an ongoing right that we may assert at
any time.
11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Old Notes, by execution of
this Letter of Transmittal, waive any right to receive notice of the acceptance
of Old Notes for exchange.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
check the box above regarding lost, destroyed or stolen certificates and
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificate(s) have been followed.
13. TRANSFER TAXES. Transcontinental Gas Pipe Line Corporation will pay
all transfer taxes, if any, applicable to the transfer of Old Notes to it or its
order pursuant to the Exchange Offer. If, however, New Notes and/or substitute
Old Notes not exchanged are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered holder of the Old
Notes tendered hereby, or if tendered Old Notes are registered in the name of
any person other than the person signing this Letter, or if a transfer tax is
imposed for any reason other than the transfer of Old Notes to Transcontinental
Gas Pipe Line Corporation or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder. EXCEPT AS PROVIDED IN THIS INSTRUCTION 13, IT WILL NOT BE
NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN
THIS LETTER OF TRANSMITTAL.
IMPORTANT: UNLESS YOU COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES
DESCRIBED ABOVE, THIS LETTER OF TRANSMITTAL (OR A FACSIMILE OF THIS LETTER OF
TRANSMITTAL), OR, IN THE CASE OF OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER TO
THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY, AN AGENT'S MESSAGE
INSTEAD OF THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION OF THE EXCHANGE
OFFER.