EXHIBIT 99.4
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
IS OFFERING TO EXCHANGE
ITS
7% SERIES B NOTES DUE AUGUST 15, 2011
PURSUANT TO ITS PROSPECTUS, DATED DECEMBER 11, 2001,
FOR ALL ISSUED AND OUTSTANDING
7% SERIES A NOTES DUE AUGUST 15, 2011
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Transcontinental Gas Pipe Line Corporation, a corporation organized under
the laws of Delaware ("Transco"), is offering, subject to the terms and
conditions set forth in its prospectus, dated December 11, 2001 (the
"Prospectus"), relating to the offer (the "Exchange Offer") of Transco 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"). The Old Notes 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 is being extended to all holders of the
Old Notes in order to satisfy certain obligations of Transco contained in the
Registration Rights Agreement, dated as of August 27, 2001, by and among Transco
and UBS Warburg L.L.C. ("UBS Warburg"). The New Notes are substantially
identical to the Old Notes, except that the transfer restrictions and
registration rights applicable to the Old Notes do not apply to the New Notes.
Please contact your clients for whom you hold Old Notes regarding the
Exchange Offer. For your information and for forwarding to your clients for whom
you hold Old Notes registered in your name or in the name of your nominee, or
who hold Old Notes registered in their own names, we are enclosing the following
documents:
1. A Prospectus dated December 11, 2001;
2. A Letter of Transmittal for your use and for the information of
your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if: (a) certificates for the Old Notes are not immediately available,
(b) time will not permit the certificates for the Old Notes or other
required documents to reach the Exchange Agent before the expiration of the
Exchange Offer or (c) the procedure for book-entry transfer cannot be
completed prior to the expiration of the Exchange Offer;
4. A form of letter which may be sent to your clients for whose
accounts you hold Old Notes registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME ON JANUARY 10, 2002, UNLESS THE EXCHANGE OFFER IS
EXTENDED (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). OLD NOTES TENDERED
PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE
EXPIRATION DATE.
Unless a holder of Old Notes complies with the procedures described in the
Prospectus under the caption "Guaranteed Delivery Procedures," the holder must
do one of the following on or prior to the Expiration Date to participate in the
Exchange Offer:
- tender the Old Notes by sending the certificates for the 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 the Letter of Transmittal, to
Citibank, N.A., as Exchange Agent, at one of the addresses listed in the
Prospectus under the caption "Exchange Agent"; or
- tender the Old Notes by using the book-entry procedures described in the
Prospectus under the caption "Book-Entry Transfer" and transmitting 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, to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of Old
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "Book-Entry Confirmation") of the Old Notes into the
exchange Agent's account at The Depository Trust Company prior to the Expiration
Date. 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 the tendering holder of Old Notes that
the holder has received and has agreed to be bound by the Letter of Transmittal.
If a registered holder of Old Notes wishes to tender the Old Notes in the
Exchange Offer, but (a) the certificates for the Old Notes are not immediately
available, (b) time will not permit the certificates for the Old Notes or other
required documents to reach the Exchange Agent before the expiration of the
Exchange Offer or (c) the procedure for book-entry transfer cannot be completed
before the Expiration Date, a tender of Old Notes may be effected by following
the Guaranteed Delivery Procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."
Transco will, upon request, reimburse brokers, dealers, commercial banks,
trust companies and other nominees for reasonable and necessary costs and
expenses incurred by them in forwarding the Prospectus and the related documents
to the beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. Transco will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes in the Exchange Offer, except as set
forth in Instruction 13 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to Citibank,
N.A., the Exchange Agent for the Exchange Offer, at its address and telephone
number set forth on the front of the Letter of Transmittal.
Very truly yours,
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF TRANSCO OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF
THEM IN CONNECTION WITH THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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