EXHIBIT 99.4
LETTER TO CLIENTS
REGARDING
OFFER TO EXCHANGE
8.125% NOTES DUE MARCH 15, 2012
AND
8.750% NOTES DUE MARCH 15, 2032
OF
THE WILLIAMS COMPANIES, INC.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [ ], 2002 UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Our Client:
We are enclosing herewith a Prospectus, dated [ ], 2002, of The
Williams Companies, Inc. (the "Company") and a related Letter of Transmittal
(which together with any amendments or supplements thereto collectively
constitute the "Exchange Offer") relating to the offer by the Company under the
Securities Exchange Act of 1933, as amended (the "Securities Act"), to exchange
up to $650 million aggregate principal amount of 8.125% Notes due March 15, 2012
(the "New 8.125% Notes"), for up to a like aggregate principal amount of its
8.125% Notes due March 15, 2012 (the "Outstanding 8.125% Notes"), and up to $850
million aggregate principal amount of 8.750% Notes due March 15, 2032 (the "New
8.750% Notes", and together with the New 8.125% Notes, the "New Securities"),
for up to a like aggregate principal amount of its 8.750% Notes due March 15,
2032 (the "Outstanding 8.750% Notes", and together with the Outstanding 8.125%
Notes, the "Outstanding Securities"), upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal. As set
forth in the Prospectus, the terms of the New Securities are identical in all
material respects to the Outstanding Securities, except that the New Securities
have been registered under the Securities Act, and therefore will not be subject
to certain restrictions on their transfer and will not contain certain
provisions providing for an increase in the interest rate paid thereon.
The enclosed material is being forwarded to you as the beneficial owner of
Outstanding Securities held by us for your account or benefit but not registered
in your name. An exchange of any Outstanding Securities may only be made by us
as the registered Holder pursuant to your instructions. Therefore, the Company
urges beneficial owners of Outstanding Securities registered in the name of a
broker, dealer, commercial bank, trust company or other nominee to contact such
Holder promptly if they wish to exchange Outstanding Securities in the Exchange
Offer. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER YOUR BENEFICIAL OWNERSHIP OF OUTSTANDING
SECURITIES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of your
Outstanding Securities held by us for your account or benefit pursuant to the
terms and subject to the conditions of the Exchange Offer. We also request that
you confirm that we may, on your behalf, make the representations contained in
the Letter of Transmittal that are to be made with respect to you as beneficial
owner. We urge you to read carefully the Prospectus and Letter of Transmittal
before instructing us to exchange your Outstanding Securities and confirming
that we may make the representations contained in the Letter of Transmittal.
Your attention is directed to the following:
(1) THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON [ ], 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
(2) Tenders of Outstanding Securities may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the Expiration Date. The
Exchange offer is not conditioned upon any minimum principal amount of
Outstanding Securities being tendered for exchange. However, the Exchange
Offer is subject to certain conditions that may be waived by the Company
and to the terms and provisions of the Registration Rights Agreement, as
defined in the Prospectus.
(3) Outstanding Securities may be tendered only in denominations of
$1,000 and integral multiples thereof.
(4) Holders of Outstanding Securities not tendered pursuant to the
Exchange Offer will not have any further registration rights, except in
certain limited circumstances requiring the filing of a Shelf Registration,
as that term is defined in the Prospectus. Outstanding Securities not
tendered pursuant to the Exchange Offer will continue to be subject to
certain restrictions on transfer. Accordingly, the liquidity of the market
for the Outstanding Securities could be adversely affected.
(5) The Company has agreed to pay the expenses of the Exchange Offer.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of Holders of Outstanding Securities, residing in any jurisdiction
in which the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish us to tender any or all of your Outstanding Securities held by
us for your account or benefit, please so instruct us by completing, executing
and returning to us the attached instruction form. AGAIN, PLEASE NOTE THAT THE
ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU ONLY FOR INFORMATIONAL
PURPOSES, AND MAY NOT BE USED BY YOU TO EXCHANGE OUTSTANDING SECURITIES HELD BY
US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.
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