EXHIBIT 99.1
THE WILLIAMS COMPANIES, INC.
LETTER OF TRANSMITTAL
FOR TENDER OF ALL OUTSTANDING
8.25% SENIOR SECURED NOTES DUE 2004
OF
WCG NOTE TRUST AND WCG NOTE CORP., INC.
IN EXCHANGE FOR
9.25% NOTES DUE MARCH 15, 2004
OF
THE WILLIAMS COMPANIES, INC.
PURSUANT TO THE PROSPECTUS DATED [ ], 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [ ], 2002,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
To:
BANK ONE TRUST COMPANY, N.A. (THE "EXCHANGE AGENT")
<Table>
By Mail or Overnight Courier: By Hand Delivery: By Facsimile Transmission:
1 Bank One Plaza One North State Street, (312) 407-8853
Mail Code IL1-0134 9th Floor
Chicago, Illinois 60670-0134 Chicago, Illinois 60602 For Information or
Attention: Exchanges Floor Attention: Exchanges Confirmation
Global Corporate Trust Services by Telephone:
or (800) 524-9472
14 Wall Street
New York, New York 10005
Attention: Exchanges
</Table>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION THEREOF TO A
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT
THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received the Prospectus,
dated [ ], 2002 (the "Prospectus") of The Williams Companies, Inc. (the
"Company") and this Letter of Transmittal and the instructions hereto (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 9.25% Notes due
March 15, 2004 for each $1,000 principal amount of outstanding 8.25% Senior
Secured Notes due 2004 of WCG Note Trust and WCG Note Corp., Inc., of which
$1,400,000,000 aggregate principal amount is outstanding, upon the terms and
subject to the conditions set forth in the Prospectus. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on [ ], 2002, unless
the Company, in its sole discretion, extends the Exchange Offer, in which case
the term shall mean the latest date and time to which the Exchange Offer is
extended by the Company.
For purposes of this Letter of Transmittal, the outstanding 8.25% Senior
Secured Notes due 2004 of WCG Note Trust and WCG Note Corp., Inc. shall be
defined as the "Outstanding Senior Secured Notes". The 9.25% Notes due March 15,
2004 of the Company registered under the Securities Act shall be defined as
the "New Notes". All other capitalized terms used but not defined herein shall
have the same meanings given them in the Prospectus (as defined below).
This Letter of Transmittal is to be used either if (i) certificates
representing Outstanding Senior Secured Notes are to be physically delivered to
the Exchange Agent herewith by Holders, (ii) tender of Outstanding Senior
Secured Notes is to be made by book-entry transfer to an account maintained by
the Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in "The Exchange Offer -- Procedures for Tendering
Outstanding Senior Secured Notes" in the Prospectus, by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Outstanding Senior Secured Notes, unless an
Agent's Message (as defined below) is transmitted in lieu hereof, or (iii)
tender of Outstanding Senior Secured Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Outstanding Senior Secured Notes," unless an
Agent's Message (as defined below) is transmitted in lieu hereof. Delivery of
this Letter of Transmittal and any other required documents must be made to the
Exchange Agent. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name Outstanding
Senior Secured Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder or any person whose name appears on a security position listing provided
by DTC as an owner of Outstanding Senior Secured Notes.
All Holders of Outstanding Senior Secured Notes who wish to tender their
Outstanding Senior Secured Notes must, prior to the Expiration Date: (1)
complete, sign and deliver this Letter of Transmittal, or a facsimile thereof,
to the Exchange Agent, in person or to the address set forth above, unless an
Agent's Message is transmitted in lieu hereof; and (2) tender (and not withdraw)
his or her Outstanding Senior Secured Notes or, if a tender of Outstanding
Senior Secured Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a
"Book-Entry Confirmation"), in each case in accordance with the procedures for
tendering described in the instructions to this Letter of Transmittal. Holders
of Outstanding Senior Secured Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or Book-Entry
Confirmation and all other documents required by this Letter of Transmittal to
be delivered to the Exchange Agent on or prior to the Expiration Date, must
tender their Outstanding Senior Secured Notes according to the guaranteed
delivery procedures set forth under the caption "The Exchange
Offer -- Procedures for Tendering Outstanding Senior Secured Notes" in the
Prospectus. (See Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Outstanding Senior Secured Notes validly tendered
and not withdrawn and the issuance of the New Notes will be made promptly
following the Expiration Date. For the purposes of the Exchange Offer, the
Company shall be deemed to have accepted for exchange validly tendered
Outstanding Senior Secured Notes when, as and if the Company has given oral
(promptly confirmed in writing) or written notice thereof to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. (SEE INSTRUCTION
12 HEREIN.)
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING
SENIOR SECURED NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY
AND COMPLY WITH ALL OF ITS TERMS, UNLESS AN AGENT'S MESSAGE IS TRANSMITTED IN
LIEU HEREOF.
2
List below the Outstanding Senior Secured Notes to which this Letter of
Transmittal relates. If the space provided below is inadequate, the Certificate
Numbers and Principal Amounts should be listed on a separate signed schedule,
attached hereto. The minimum permitted tender is $1,000 in principal amount of
Outstanding Senior Secured Notes. All other tenders must be in integral
multiples of $1,000.
<Table>
<Caption>
DESCRIPTION OF 8.25% SENIOR SECURED NOTES DUE 2004
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)* (A) AGGREGATE PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* TENDERED (IF LESS THAN ALL)**
TOTAL PRINCIPAL AMOUNT OF
OUTSTANDING SENIOR SECURED
NOTES TENDERED
</Table>
* Need not be completed by book-entry holders.
** Need not be completed by Holders who wish to tender with respect to all
Outstanding Senior Secured Notes listed. A Holder will be deemed to have
tendered all of such Holders' Outstanding Senior Secured Notes if no lesser
amount is indicated. Outstanding Senior Secured Notes tendered hereby must be
in denominations of principal amount of $1,000 and integral multiples
thereof.
3
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, 6 AND 7)
To be completed ONLY if certificates for Outstanding Senior Secured Notes
in a principal amount not tendered, or New Notes issued in exchange for
Outstanding Senior Secured Notes accepted for exchange, are to be issued in the
name of someone other than the undersigned, or if Outstanding Senior Secured
Notes delivered by book-entry transfer which are not accepted for exchange are
to be returned by credit to an account maintained at DTC other than the account
indicated on the following page.
Issue Outstanding Senior Secured Notes and/or New Notes certificate(s) to:
Name
--------------------------------------------------------------------------
(PLEASE PRINT)
- -------------------------------------------------------------------------------
(PLEASE PRINT)
Address
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
- -------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
[ ] Credit unexchanged Outstanding Senior Secured Notes delivered by book-entry
transfer to the DTC account set forth below:
- -------------------------------------------------------------------------------
(DTC ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, 6 AND 7)
To be completed ONLY if certificates for Outstanding Senior Secured Notes
in a principal amount not tendered, or New Notes issued in exchange for
Outstanding Senior Secured Notes accepted for exchange, are to be delivered to
someone other than the undersigned.
Deliver Outstanding Senior Secured Notes and/or New Notes certificate(s) to:
Name
--------------------------------------------------------------------------
(PLEASE PRINT)
- -------------------------------------------------------------------------------
(PLEASE PRINT)
Address
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
- -------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
4
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF OR AN AGENT'S
MESSAGE IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING SENIOR
SECURED NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER OF SUCH OUTSTANDING
SENIOR SECURED NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF GUARANTEED
DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED DELIVERY,
MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
[ ] CHECK HERE IF OUTSTANDING SENIOR SECURED NOTES ARE BEING DELIVERED BY DTC
TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering
Institution --------------------------------------------------
Account Number
--------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------
Holders whose Outstanding Senior Secured Notes are not immediately available or
who cannot deliver their Outstanding Senior Secured Notes and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date may tender their Outstanding Senior Secured Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Outstanding Senior Secured
Notes." (See Instruction 2.)
[ ] CHECK HERE IF OUTSTANDING SENIOR SECURED NOTES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of tendering
Holder(s) --------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
--------------------------
Name of Institution which Guaranteed Delivery
-------------------------------
Transaction Code Number
-----------------------------------------------------
5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to The Williams Companies, Inc. (the "Company") the principal
amount of Outstanding Senior Secured Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Outstanding Senior Secured Notes tendered hereby in accordance with
this Letter of Transmittal, the undersigned sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the
Outstanding Senior Secured Notes tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its true and lawful
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company and as Trustee and Registrar under the
indenture governing the New Notes) with respect to the tendered Outstanding
Senior Secured Notes with full power of substitution (such power of attorney
being deemed an irrevocable power coupled with an interest), subject only to the
right of withdrawal described in the Prospectus, to (i) deliver certificates for
such Outstanding Senior Secured Notes to the Company or transfer ownership of
such Outstanding Senior Secured Notes on the account books maintained by DTC,
together, in either such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such
Outstanding Senior Secured Notes for transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Outstanding Senior Secured Notes, all in accordance with the terms and
conditions of the Exchange Offer.
The undersigned understands and agrees that the Company reserves the right
not to accept tendered Outstanding Senior Secured Notes from any tendering
holder if the Company determines, in its sole and absolute discretion, that
certain conditions precedent, as set forth in the Prospectus under the caption
"The Exchange Offer -- Conditions to the Exchange Offer," have not been
satisfied.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Senior Secured Notes tendered hereby and to acquire New Notes
issuable upon the exchange of such tendered Outstanding Senior Secured Notes,
and that, when the same are accepted for exchange, the Company will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The undersigned
also warrants that it will, upon request, execute and deliver any additional
documents deemed to be necessary or desirable by the Exchange Agent or the
Company in order to complete the exchange, assignment and transfer of tendered
Outstanding Senior Secured Notes or transfer of ownership of such Outstanding
Senior Secured Notes on the account books maintained by a book-entry transfer
facility.
The undersigned understands and acknowledges that the Company reserves the
right in its sole discretion to purchase or make offers for any Outstanding
Senior Secured Notes that remain outstanding subsequent to the Expiration Date
or, as set forth in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering Outstanding Senior Secured Notes," to
terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase Outstanding Senior Secured Notes in the open market, in privately
negotiated transactions or otherwise. The terms of any such purchases or offers
could differ from the terms of the Exchange Offer.
The undersigned understands that the Company may accept the undersigned's
tender by delivering oral (promptly confirmed in writing) or written notice of
acceptance to the Exchange Agent, at which time the undersigned's right to
withdraw such tender will terminate. For purposes of the Exchange Offer, the
Company shall be deemed to have accepted validly tendered Outstanding Senior
Secured Notes when, as and if the Company has given oral (which shall be
promptly confirmed in writing) or written notice thereof to the Exchange Agent.
The undersigned understands that tenders of Outstanding Senior Secured
Notes pursuant to the procedures described under the caption "The Exchange
Offer -- Procedures for Tendering Outstanding
6
Senior Secured Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter of Transmittal, the Prospectus shall
prevail.
If any tendered Outstanding Senior Secured Notes are not accepted for
exchange pursuant to the Exchange Offer for any reason, certificates for any
such unaccepted Outstanding Senior Secured Notes will be returned (except as
noted below with respect to tenders through DTC), at the Company's cost and
expense, to the undersigned at the address shown below or at a different address
as may be indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in this Letter of Transmittal.
Unless otherwise indicated under "Special Registration Instructions,"
please issue the certificates representing the New Notes issued in exchange for
the Outstanding Senior Secured Notes accepted for exchange and return any
certificates for Outstanding Senior Secured Notes not tendered or not exchanged,
in the name(s) of the undersigned (or, in either such event in the case of
Outstanding Senior Secured Notes tendered by DTC, by credit to the account of
the undersigned at DTC). Similarly, unless otherwise indicated under "Special
Delivery Instructions," please send the certificates representing the New Notes
issued in exchange for the Outstanding Senior Secured Notes accepted for
exchange and any certificates for Outstanding Senior Secured Notes not tendered
or not exchanged (and accompanying documents, as appropriate) to the undersigned
at the address shown below the undersigned's signature(s), unless, in either
event, tender is being made through DTC. In the event that both "Special
Registration Instructions" and "Special Delivery Instructions" are completed,
please issue the certificates representing the New Notes issued in exchange for
the Outstanding Senior Secured Notes accepted for exchange in the name(s) of,
and return any certificates for Outstanding Senior Secured Notes not tendered or
not exchanged to, the person(s) so indicated. The undersigned understands that
the Company has no obligations pursuant to the "Special Registration
Instructions" or "Special Delivery Instructions" to transfer any Outstanding
Senior Secured Notes from the name of the registered Holder(s) thereof if the
Company does not accept for exchange any of the Outstanding Senior Secured Notes
so tendered.
Holders who wish to tender the Outstanding Senior Secured Notes and (i)
whose Outstanding Senior Secured Notes are not immediately available or (ii) who
cannot deliver their Outstanding Senior Secured Notes, this Letter of
Transmittal or an Agent's Message in lieu hereof or any other documents required
hereby to the Exchange Agent prior to the Expiration Date, may tender their
Outstanding Senior Secured Notes according to the guaranteed delivery procedures
set forth in the Prospectus under the caption "The Exchange Offer -- Procedures
for Tendering Outstanding Senior Secured Notes." (See Instruction 2.)
7
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING SENIOR SECURED NOTES ARE BEING PHYSICALLY TENDERED HEREBY
AND WHETHER OR NOT TENDER IS TO BE MADE
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
This Letter of Transmittal must be signed by the registered holder(s) as
their name(s) appear on the Outstanding Senior Secured Notes or, if tendered by
a participant in DTC, exactly as such participant's name appears on a security
listing as the owner of Outstanding Senior Secured Notes, or by person(s)
authorized to become registered holder(s) by a properly completed bond power
from the registered holder(s), a copy of which must be transmitted with this
Letter of Transmittal. If Outstanding Senior Secured Notes to which this Letter
of Transmittal relate are held of record by two or more joint holders, then all
such holders must sign this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, then such person
must (i) set forth his or her full title below and (ii) unless waived by the
Company, submit evidence satisfactory to the Company of such person's authority
so to act. (See Instruction 4.)
<Table>
X
- ------------------------------------------------- ---------------------------------------------
DATE
X
- ------------------------------------------------- ---------------------------------------------
SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY DATE
Name(s): Address:
----------------------------------------- -------------------------------------
- ------------------------------------------------- ---------------------------------------------
(PLEASE PRINT) (INCLUDING ZIP CODE)
Capacity: Area Code and Telephone Number:
---------------------------------------- --------------
Social Security No.:
-----------------------------
</Table>
8
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(Name Of Eligible Institution Guaranteeing Signatures)
- --------------------------------------------------------------------------------
(Address (Including Zip Code) And Telephone Number (Including Area Code) Of
Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date:
--------------------------------
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures. Signatures on this Letter of Transmittal need
not be guaranteed if (a) this Letter of Transmittal is signed by the registered
holder(s) of the Outstanding Senior Secured Notes tendered herewith and such
holder(s) have not completed the box set forth herein entitled "Special
Registration Instructions" or the box entitled "Special Delivery Instructions"
or (b) such Outstanding Senior Secured Notes are tendered for the account of an
Eligible Institution. (See Instruction 6.) Otherwise, all signatures on this
Letter of Transmittal or a notice of withdrawal, as the case may be, must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States (an
"Eligible Institution"). All signatures on bond powers and endorsements on
certificates must also be guaranteed by an Eligible Institution.
2. Delivery of this Letter of Transmittal and Outstanding Senior Secured
Notes. Certificates for all physically delivered Outstanding Senior Secured
Notes or confirmation of any book-entry transfer to the Exchange Agent at DTC of
Outstanding Senior Secured Notes tendered by book-entry transfer, as well as, in
each case (including cases where tender is affected by book-entry transfer), a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof or an Agent's Message in lieu thereof and any other documents
required by this Letter of Transmittal must be received by the Exchange Agent at
its address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date.
The method of delivery of the tendered Outstanding Senior Secured Notes,
this Letter of Transmittal and all other required documents to the Exchange
Agent is at the election and risk of the Holder and the delivery will be deemed
made only when actually received by the Exchange Agent. If Outstanding Senior
Secured Notes are sent by mail, registered mail with return receipt requested,
properly insured, is recommended. In all cases, sufficient time should be
allowed to ensure timely delivery. No Letter of Transmittal or Outstanding
Senior Secured Notes should be sent to the Company.
The Exchange Agent will make a request to establish an account with respect
to the Outstanding Senior Secured Notes at DTC for purposes of the Exchange
Offer within two business days after receipt of this Letter of Transmittal, and
any financial institution that is a participant in DTC may make book-entry
delivery of Outstanding Senior Secured Notes by causing DTC to transfer such
Outstanding Senior Secured Notes into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfer. However, although delivery of
Outstanding Senior Secured Notes may be effected through book-entry transfer at
DTC, the Letter of Transmittal, with any required signature guarantees or an
Agent's Message (as defined below) in connection with a book-entry transfer and
any other required documents, must, in any case, be transmitted to and received
by the Exchange Agent at the address specified on the cover page of the Letter
of Transmittal on or prior to the Expiration Date or the guaranteed delivery
procedures described below must be complied with.
A Holder may tender Outstanding Senior Secured Notes that are held through
DTC by transmitting its acceptance through DTC's Automatic Tender Offer Program,
for which the transaction will be eligible, and DTC will then edit and verify
the acceptance and send an Agent's Message to the Exchange Agent for its
acceptance. The term "Agent's Message" means a message transmitted by DTC to,
and received by, the Exchange Agent and forming part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment from
each participant in DTC tendering the Outstanding Senior Secured Notes and that
such participant has received the Letter of Transmittal and agrees to be bound
by the terms of the Letter of Transmittal and the Company may enforce such
agreement against such participant.
Holders who wish to tender their Outstanding Senior Secured Notes and (i)
whose Outstanding Senior Secured Notes are not immediately available, or (ii)
who cannot deliver their Outstanding Senior Secured Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date or comply with book-entry transfer procedures on a timely
basis must tender their Outstanding Senior Secured Notes according to the
guaranteed delivery procedures set forth in the Prospectus. See "Exchange
Offer -- Procedures for Tendering Outstanding Senior Secured Notes." Pursuant
10
to such procedures: (i) such tender must be made by or through an Eligible
Institution; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, overnight courier,
mail or hand delivery) setting forth the name and address of the Holder of the
Outstanding Senior Secured Notes, the certificate number or numbers of such
Outstanding Senior Secured Notes and the principal amount of Outstanding Senior
Secured Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after the
Expiration Date, this Letter of Transmittal (or facsimile hereof or an Agent's
Message in lieu hereof) together with the certificate(s) representing the
Outstanding Senior Secured Notes and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal (or facsimile hereof or an
Agent's Message in lieu hereof), as well as all other documents required by this
Letter of Transmittal and the certificate(s) representing all tendered
Outstanding Senior Secured Notes in proper form for transfer (or a confirmation
of book-entry transfer of such Outstanding Senior Secured Notes into the
Exchange Agent's account at DTC), must be received by the Exchange Agent within
three New York Stock Exchange trading days after the Expiration Date, all in the
manner provided in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering Outstanding Senior Secured Notes." Any Holder
who wishes to tender his Outstanding Senior Secured Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York
City time, on the Expiration Date. Upon request to the Exchange Agent, a Notice
of Guaranteed Delivery will be sent to Holders who wish to tender their
Outstanding Senior Secured Notes according to the guaranteed delivery procedures
set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Outstanding Senior Secured Notes, and
withdrawal of tendered Outstanding Senior Secured Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof or an Agent's Message in lieu hereof), shall waive any right
to receive notice of the acceptance of the Outstanding Senior Secured Notes for
exchange. The Company reserves the absolute right to reject any and all
Outstanding Senior Secured Notes not properly tendered or any Outstanding Senior
Secured Notes the Company's acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Outstanding Senior
Secured Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) shall
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Outstanding Senior Secured Notes
must be cured within such time as the Company shall determine. Neither the
Company, the Exchange Agent, the dealer managers nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Outstanding Senior Secured Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Outstanding Senior
Secured Notes will not be deemed to have been made until such defects or
irregularities have been cured to the Company's satisfaction or waived. Any
Outstanding Senior Secured Notes received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering Holders
pursuant to the Company's determination, unless otherwise provided in this
Letter of Transmittal as soon as practicable following the Expiration Date. The
Exchange Agent has no fiduciary duties to the Holders with respect to the
Exchange Offer and is acting solely on the basis of directions of the Company.
3. Inadequate Space. If the space provided is inadequate, the certificate
numbers and/or the number of Outstanding Senior Secured Notes should be listed
on a separate signed schedule attached hereto.
4. Tender by Holder. Only a Holder of Outstanding Senior Secured Notes may
tender such Outstanding Senior Secured Notes in the Exchange Offer. Any
beneficial owner of Outstanding Senior Secured Notes who is not the registered
Holder and who wishes to tender should arrange with such registered holder to
execute and deliver this Letter of Transmittal on such beneficial owner's behalf
or must, prior to completing and executing this Letter of Transmittal and
delivering his Outstanding Senior Secured Notes, either make appropriate
arrangements to register ownership of the Outstanding Senior Secured Notes in
such beneficial
11
owner's name or obtain a properly completed bond power from the registered
holder or properly endorsed certificates representing such Outstanding Senior
Secured Notes.
5. Partial Tenders; Withdrawals. Tenders of Outstanding Senior Secured
Notes will be accepted only in integral multiples of $1,000. If less than the
entire principal amount of any Outstanding Senior Secured Note is tendered, the
tendering Holder should fill in the principal amount tendered in the third
column of the box entitled "Description of 8.25% Senior Secured Notes due 2004"
above. The entire principal amount of any Outstanding Senior Secured Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Outstanding Senior
Secured Notes is not tendered, then Outstanding Senior Secured Notes for the
principal amount of Outstanding Senior Secured Notes not tendered and a
certificate or certificates representing New Notes issued in exchange for any
Outstanding Senior Secured Notes accepted will be sent to the Holder at his or
her registered address, unless a different address is provided in the "Special
Delivery Instructions" box above on this Letter of Transmittal or unless tender
is made through DTC, promptly after the Outstanding Senior Secured Notes are
accepted for exchange.
Except as otherwise provided herein, tenders of Outstanding Senior Secured
Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the Expiration Date. To withdraw a tender of Outstanding Senior Secured Notes in
the Exchange Offer, a written or facsimile transmission notice of withdrawal
must be received by the Exchange Agent at its address set forth herein prior to
5:00 p.m., New York City time, on the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person having deposited the
Outstanding Senior Secured Notes to be withdrawn (the "Depositor"), (ii)
identify the Outstanding Senior Secured Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Outstanding Senior
Secured Notes, or, in the case of Outstanding Senior Secured Notes transferred
by book-entry transfer the name and number of the account at DTC to be
credited), (iii) be signed by the Depositor in the same manner as the original
signature on the Letter of Transmittal by which such Outstanding Senior Secured
Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Registrar with
respect to the Outstanding Senior Secured Notes register the transfer of such
Outstanding Senior Secured Notes into the name of the person withdrawing the
tender and (iv) specify the name in which any such Outstanding Senior Secured
Notes are to be registered, if different from that of the Depositor. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall be
final and binding on all parties. Any Outstanding Senior Secured Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no New Notes will be issued with respect thereto unless the
Outstanding Senior Secured Notes so withdrawn are validly retendered. Any
Outstanding Senior Secured Notes which have been tendered but which are not
accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn Outstanding
Senior Secured Notes may be retendered by following one of the procedures
described in the Prospectus under "The Exchange Offer -- Procedures for
Tendering Outstanding Senior Secured Notes" at any time prior to the Expiration
Date.
6. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements. If this Letter of Transmittal (or facsimile hereof) is signed by
the registered holder(s) of the Outstanding Senior Secured Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the Outstanding Security without alteration, enlargement or any change
whatsoever.
If any of the Outstanding Senior Secured Notes tendered hereby are owned of
record by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If a number of Outstanding Senior Secured Notes registered in different
names are tendered, it will be necessary to complete, sign and submit as many
copies of this Letter of Transmittal as there are different registrations of
Outstanding Senior Secured Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a person whose name appears on a DTC security listing
12
as the owner of the Outstanding Senior Secured Notes) of Outstanding Senior
Secured Notes tendered and the certificate or certificates for New Notes issued
in exchange therefor is to be issued (or any untendered principal amount of
Outstanding Senior Secured Notes to be reissued) to the registered Holder, then
such Holder need not and should not endorse any tendered Outstanding Senior
Secured Notes, nor provide a separate bond power. In any other case, such Holder
must either properly endorse the Outstanding Senior Secured Notes tendered or
transmit a properly completed separate bond power with this Letter of
Transmittal with the signatures on the endorsement or bond power guaranteed by
an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Outstanding Senior Secured
Notes listed, such Outstanding Senior Secured Notes must be endorsed or
accompanied by appropriate bond powers in each case signed as the name of the
registered Holder or Holders appears on the Outstanding Senior Secured Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Senior Secured Notes or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, or officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by the Company, evidence satisfactory
to the Company of their authority so to act must be submitted with this Letter
of Transmittal.
Endorsements on Outstanding Senior Secured Notes or signatures on bond
powers required by this Instruction 6 must be guaranteed by an Eligible
Institution.
7. Special Registration and Delivery Instructions. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
New Notes or substitute Outstanding Senior Secured Notes for principal amounts
not tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.
8. Backup Federal Income Tax Withholding and Substitute Form W-9. Under
the federal income tax laws, payments that may be made by the Company on account
of New Notes issued pursuant to the Exchange Offer may be subject to backup
withholding. In order to avoid such backup withholding, each tendering holder
should complete and sign the Substitute Form W-9 included in this Letter of
Transmittal and either (a) provide the correct taxpayer identification number
("TIN") and certify, under penalties of perjury, that the TIN provided is
correct and that (i) the holder has not been notified by the Internal Revenue
Service (the "IRS") that the holder is subject to backup withholding as a result
of failure to report all interest or dividends or (ii) the IRS has notified the
holder that the holder is no longer subject to backup withholding; or (b)
provide an adequate basis for exemption. If the tendering holder has not been
issued a TIN and has applied for one, or intends to apply for one in the near
future, such holder should write "Applied For" in the space provided for the TIN
in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and
sign the Certificate of Payee Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part I, the Company (or the Paying Agent under the
indenture governing the New Notes) shall retain a portion of payments made to
the tendering holder during the sixty-day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent or the Company
with its TIN within sixty days after the date of the Substitute Form W-9, the
Company (or the Paying Agent) shall remit such amounts retained during the
sixty-day period to the Holder and no further amounts shall be retained or
withheld from payments made to the Holder thereafter. If, however, the Holder
has not provided the Exchange Agent or the Company with its TIN within such
sixty-day period, the Company (or the Paying Agent) shall remit such previously
retained amounts to the IRS as backup withholding. In general, if a Holder is an
individual, the TIN is the Social Security number of such individual. If the
Exchange Agent or the Company are not provided with the correct TIN, the Holder
may be subject to a $50 penalty imposed by the IRS. Certain Holders (including,
among others, certain corporations and certain foreign individuals) are not
subject to these backup withholding and reporting requirements. In order for a
foreign individual to qualify as an exempt recipient, such Holder must submit a
statement (generally, IRS Form W-8), signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9
13
(including how to obtain a taxpayer identification number if you do not have one
and how to complete the Substitute Form W-9 if Outstanding Senior Secured Notes
are registered in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Outstanding Senior Secured Notes to be deemed invalidly tendered, but may
require the Company (or the Paying Agent) to withhold a portion of the amount of
any payments made on account of the New Notes. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of taxes, a refund may
be obtained from the IRS.
9. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Senior Secured Notes pursuant to the
Exchange Offer. If, however, certificates representing New Notes or Outstanding
Senior Secured Notes for principal amounts not tendered or accepted for exchange
are to be delivered to, or are to be registered in the name of, any person other
than the registered holder of the Outstanding Senior Secured Notes tendered
hereby, or if tendered Outstanding Senior Secured Notes are registered in the
name of a person other than the person signing this Letter of Transmittal, or if
a transfer tax is imposed for any reason other than the exchange of Outstanding
Senior Secured Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or on any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder. See the Prospectus under "The Exchange Offer -- Transfer
Taxes."
Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Senior Secured Notes listed
in this Letter of Transmittal.
10. Waiver of Conditions. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any Outstanding Senior Secured Notes tendered.
11. Mutilated, Lost, Stolen or Destroyed Outstanding Senior Secured
Notes. Any tendering Holder whose Outstanding Senior Secured Notes have been
mutilated, lost, stolen or destroyed should contact the Exchange Agent at the
address indicated herein for further instructions.
12. Requests for Assistance or Additional Copies. Requests for assistance
and requests for additional copies of the Prospectus or this Letter of
Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus. A Holder may also contact Salomon Smith Barney Inc., Banc of
America Securities LLC or J.P. Morgan Securities Inc., the dealer managers for
the Exchange Offer, at the addresses and telephone numbers set forth below, or
such Holder's broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Exchange Offer.
The Dealer Managers for the Exchange Offer are:
SALOMON SMITH BARNEY INC.
390 Greenwich Street, 4th Floor
New York, New York 10013
Attn: Liability Management Group
Toll Free: (800) 558-3745
<Table>
BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC.
100 North Tryon Street 270 Park Avenue
8th Floor New York, New York 10017
Charlotte, North Carolina 28255 Attn.: Akis Psarris
Attn: Liability Management (866) 834-4666 (call toll free)
(866) 475-9886 (call toll free)
</Table>
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IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Outstanding Senior
Secured Notes are accepted for payment is required to provide the Exchange Agent
(as payer) with such Holder's correct TIN on Substitute Form W-9 below or
otherwise establish a basis for exemption from backup withholding. If such
Holder is an individual, the TIN is his social security number. If the Exchange
Agent is not provided with the correct TIN, a $50 penalty may be imposed by the
IRS, and payments made pursuant to the Exchange Offer may be subject to backup
withholding.
Certain Holders (including, among others, certain corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed IRS Form W-8, signed under penalties of
perjury, attesting to that Holder's exempt status. A Form W-8 can be obtained
from the Exchange Agent. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If backup withholding applies, the Exchange Agent is required to withhold a
portion of any payments made to the Holder or other payee. Backup withholding is
not an additional federal income tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to the Exchange
Offer, the Holder is required to provide the Exchange Agent with either: (i) the
Holder's correct TIN by completing the Substitute Form W-9 below, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such Holder is
awaiting a TIN) and that (A) the Holder has not been notified by the IRS that
the Holder is subject to backup withholding as a result of failure to report all
interest or dividends or (B) the IRS has notified the Holder that the Holder is
no longer subject to backup withholding or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Outstanding Senior Secured Notes. If the Outstanding Senior Secured Notes
are held in more than one name or are held not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
15
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 8)
Department of the Treasury
INTERNAL REVENUE SERVICE
<Table>
- --------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE WILLIAMS COMPANIES, INC.
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- Taxpayer Identification Number (TIN)
Social Security Number
FORM W-9 Enter your TIN in the appropriate box. For ------------------------------------
DEPARTMENT OF individuals, this is your social security number or
THE TREASURY (SSN). For sole proprietors, see the instructions Employer Identification Number
INTERNAL REVENUE in the enclosed Guidelines. For other entities, it ------------------------------------
SERVICE is your employer identification number (EIN). If
you do not have a number, see How to Get a TIN in
REQUEST FOR TAXPAYER the enclosed Guidelines.
IDENTIFICATION NUMBER
AND CERTIFICATION NOTE: If the account is in more than one name, see
the chart on page 2 of the enclosed Guidelines for
instructions on whose number to enter.
------------------------------------------------------------------------------------------
PART II -- For Payees Exempt from Backup Withholding
(See Part II instructions in the enclosed Guidelines)
- --------------------------------------------------------------------------------------------------------------------
PART III -- Certification -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
issued to me), and
(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 (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.
Signature ------------------------------ Date --------------------
- --------------------------------------------------------------------------------------------------------------------
</Table>
CERTIFICATION INSTRUCTIONS.--You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest or dividends on your tax return. For real
estate transactions, item 2 does not apply. For mortgage interest paid, the
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN.
CERTIFICATION OF PAYEE 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 payer, a portion of all payments
made to me on account of the New Notes shall be retained until I provide a
Taxpayer Identification Number to the payer and that, if I do not provide my
Taxpayer Identification Number within sixty days, such retained amounts shall be
remitted to the Internal Revenue Service as backup withholding and a portion of
all reportable payments made to me thereafter will be withheld and remitted to
the Internal Revenue Service until I provide a Taxpayer Identification Number.
<Table>
- ----------------------------------------- -----------------------------------------
SIGNATURE DATE
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF A PORTION OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
16