EXHIBIT 99.3
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
NOTICE OF GUARANTEED DELIVERY
This form or one substantially equivalent to this form must be used to
accept the offer (the "Exchange Offer") of Transcontinental Gas Pipe Line
Corporation 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"), the issuance of
which has been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding 7%
Series A Notes due August 15, 2011 (the "Old Notes"), which were issued in
offerings under Rule 144A and Regulation S of the Securities Act that were not
registered under the Securities Act. The Exchange Offer will expire at 5:00
p.m., New York City time, on January 10, 2002, unless extended (as it may be
extended, the "Expiration Date"). As described in the enclosed Prospectus, dated
December 11, 2001 (the "Prospectus"), if you are a registered holder of 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 Citibank, N.A., as exchange agent
(the "Exchange Agent"), before the Expiration Date or (3) the procedure for
book-entry transfer cannot be completed before the Expiration Date, you may
effect a tender of your Old Notes if (1) the tender is made through an Eligible
Guarantor Institution (as defined in the Prospectus under the caption "The
Exchange Offer -- Procedures for Tendering Old Notes"); (2) prior to the
Expiration Date, the Exchange Agent receives from an Eligible Guarantor
Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in this form, 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. These documents may be sent by overnight
courier, registered or certified mail or facsimile transmission. If you elect to
use this procedure, you must also guarantee that within three New York Stock
Exchange, Inc. ("NYSE") trading days after the date of execution of the Notice
of Guaranteed Delivery, the certificates for all physically tendered Old Notes,
in proper form for transfer, or a Book-Entry Confirmation (as defined in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old
Notes") of transfer of the Old Notes into the Exchange Agent's account at The
Depository Trust Company (including the Agent's Message (as defined in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old
Notes") that forms a part of the Book-Entry Confirmation), as the case may be, a
properly completed and duly executed Letter of Transmittal, with any required
signature guarantees, and all other documents required by the Letter of
Transmittal, will be deposited by the Eligible Guarantor Institution with the
Exchange Agent; and (3) the Exchange Agent receives 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, a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees, and all
other required documents or, in the case of a Book-Entry Confirmation, a
properly completed and duly executed Letter of Transmittal, with any required
signature guarantees, or an Agent's Message instead of the Letter of
Transmittal, in each case, within three NYSE trading days after the date of
execution of this Notice of Guaranteed Delivery.
Delivery to: CITIBANK, N.A., Exchange Agent
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By Regular or Certified Mail: By Facsimile: By Overnight Courier or Hand:
(Eligible Guarantor Institutions Only)
Citibank, N.A. Citibank, N.A. Citibank, N.A.
111 Wall Street, 15th Floor 111 Wall Street, 15th Floor 111 Wall Street, 15th Floor
New York, NY 10043 New York, NY 10043 New York, NY 10043
Attention: Citibank Agency Attention: Citibank Agency Attention: Citibank Agency
& Trust Services & Trust Services & Trust Services
Fax: (212) 825-3483
To Confirm by Telephone
or for Information Call:
Citibank, N.A.
111 Wall Street, 15th Floor
New York, NY 10043
Attention: Citibank Agency
& Trust Services
Phone: (800) 422-2066
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DELIVERY OF A LETTER OF TRANSMITTAL OR AGENT'S MESSAGE TO AN ADDRESS OTHER
THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER
THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL OR
AGENT'S MESSAGE.
Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to
Transcontinental Gas Pipe Line Corporation the principal amount of Old Notes set
forth below pursuant to the guaranteed delivery procedure described in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
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<Caption>
CERTIFICATE NOS. (IF KNOWN) OF OLD NOTES
OR ACCOUNT NO. AT AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
THE DEPOSITORY TRUST COMPANY AMOUNT REPRESENTED AMOUNT TENDERED*
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* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
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PLEASE SIGN HERE
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X ------------------------------------------------------- ----------------------------------------
X ------------------------------------------------------- ----------------------------------------
Signature(s) of Owner(s) Date
or Authorized Signatory
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Area Code and Telephone Number: ( )
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Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Guarantor Institution, hereby guarantees that
the certificates representing the principal amount of Old Notes tendered hereby
in proper form for transfer, or timely confirmation of the book-entry transfer
of such Old Notes into the Exchange Agent's account at The Depository Trust
Company pursuant to the procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures," together with any
required signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three NYSE trading days after the Expiration Date.
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- ------------------------------------------------------ ------------------------------------------------------
Name of Firm Authorized Signature
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Address Title
Name:
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Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
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