EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
8.25% SENIOR SECURED NOTES DUE 2004
OF
WCG NOTE TRUST AND WCG NOTE CORP., INC.
As set forth in the Prospectus dated [ ], 2002 (the "Prospectus") of
The Williams Companies, Inc. (the "Company") and in the Letter of Transmittal
(the "Letter of Transmittal"), this form or a form substantially equivalent to
this form must be used to accept the Exchange Offer (as defined below) if the
certificates for the outstanding 8.25% Senior Secured Notes due 2004 of WCG Note
Trust and WCG Note Corp., Inc. (the "Outstanding Senior Secured Notes") and all
other documents required by the Letter of Transmittal cannot be delivered to the
Exchange Agent (as defined below) by the expiration of the Exchange Offer or
compliance with book-entry transfer procedures cannot be effected on a timely
basis. Such form may be delivered by hand or transmitted by facsimile
transmission, telex or mail to the Exchange Agent no later than the Expiration
Date (as defined below), and must include a signature guarantee by an Eligible
Institution (as defined in the Letter of Transmittal) as set forth below.
To:
BANK ONE TRUST COMPANY, N.A. (THE "EXCHANGE AGENT")
By Mail or Overnight Courier:
1 Bank One Plaza
Mail Code IL1-0134
Chicago, Illinois 60670-0134
Attention: Exchanges Floor
Global Corporate Trust Services
By Hand Delivery:
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Exchanges
or
14 Wall Street
New York, New York 10005
Attention: Exchanges
By Facsimile Transmission:
(312) 407-8853
For Information or Confirmation by Telephone:
(800) 524-9472
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [ ], 2002 (THE "EXPIRATION DATE")
UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS 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 THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
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Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange Offer")
to exchange $1,000 in principal amount of 9.25% Notes due March 15, 2004 of the
Company (the "New Notes") for each $1,000 in principal amount of Outstanding
Senior Secured Notes.
The undersigned hereby tenders to the Company the aggregate principal
amount of Outstanding Senior Secured Notes set forth below on the terms and
conditions set forth in the Prospectus and the related Letter of Transmittal
pursuant to the guaranteed delivery procedure set forth in the "The Exchange
Offer -- Procedures for Tendering Outstanding Senior Secured Notes" section of
the Prospectus and the accompanying Letter of Transmittal.
The undersigned understands that no withdrawal of a tender of Outstanding
Senior Secured Notes may be made on or after the Expiration Date of the Exchange
Offer. The undersigned understands that for a withdrawal of a tender of
Outstanding Senior Secured Notes to be effective, a written notice of withdrawal
that complies with the requirements of the Exchange Offer must be timely
received by the Exchange Agent at its address specified on the cover of this
Notice of Guaranteed Delivery prior to the Expiration Date.
The undersigned understands that the exchange of Outstanding Senior Secured
Notes for New Notes pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of (i) such Outstanding Senior Secured
Notes (or Book-Entry Confirmation of the transfer of such Outstanding Senior
Secured Notes into the Exchange Agent's account at The Depository Trust Company
("DTC")) and (ii) a Letter of Transmittal (or facsimile thereof) with respect to
such Outstanding Senior Secured Notes, properly completed and duly executed,
with any required signature guarantees, this Notice of Guaranteed Delivery and
any other documents required by the Letter of Transmittal or a properly
transmitted Agent's Message. The term "Agent's Message" means a message
transmitted by DTC to, and received by, the Exchange Agent and forming part of
the confirmation of a book-entry transfer, which states that DTC has received an
express acknowledgment from each participant in DTC tendering 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.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
<Table>
Signature(s) of Registered Owner(s) or Name(s) of Registered Holder(s)
Authorized Signatory:
--------------------------------- ------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------
Principal Amount of Outstanding Senior Secured
Notes Tendered: Address:
--------------------------------------- ----------------------------------------
Certificate No(s) of Outstanding Senior Secured ------------------------------------------------
Notes (if available):
--------------------------------- Area Code and
Telephone No.:
- ------------------------------------------------------ ----------------------------------
- ------------------------------------------------------ If Outstanding Senior Secured Notes will be
delivered by book-entry transfer at
- ------------------------------------------------------ The Depository Trust Company, insert:
Date: Depository Account No.:
------------------------------------------------- -------------------------
</Table>
This Notice of Guaranteed Delivery must be signed by the registered
Holder(s) of Outstanding Senior Secured Notes exactly as its (their) name(s)
appear on certificates for Outstanding Senior Secured Notes or on a security
position listing as the owner of Outstanding Senior Secured Notes, or by
person(s) authorized to become registered Holder(s) by endorsements 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
provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
<Table>
Name(s):
------------------------------------------------------------
------------------------------------------------------------
Capacity:
------------------------------------------------------------
------------------------------------------------------------
Address(es):
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
</Table>
DO NOT SEND OUTSTANDING SENIOR SECURED NOTES WITH THIS FORM. OUTSTANDING
SENIOR SECURED NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, 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 a correspondent in the United States, or
otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, hereby (a) represents
that each holder of Outstanding Senior Secured Notes on whose behalf this tender
is being made "own(s)" the Outstanding Senior Secured Notes covered hereby
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (b) represents that such tender of Outstanding
Senior Secured Notes complies with Rule 14e-4 of the Exchange Act and (c)
guarantees that, within three New York Stock Exchange trading days from the
expiration date of the Exchange Offer, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof or an Agent's Message in lieu
thereof), together with certificates representing the Outstanding Senior Secured
Notes covered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Outstanding Senior Secured Notes into the Exchange
Agent's account at The Depository Trust Company, pursuant to the procedure for
book-entry transfer set forth in the Prospectus) and required documents will be
deposited by the undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of Transmittal
or an Agent's Message (as defined in the Letter of Transmittal) in lieu thereof
and Outstanding Senior Secured Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
financial loss to the undersigned.
Name of Firm: ------------------------------------
-------------------------- AUTHORIZED SIGNATURE
Address: Name:
------------------------------- -------------------------------
Title:
- --------------------------------------- ------------------------------
Area Code and Telephone No.: Date:
----------- -------------------------------
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