-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXD0IbcWLWtty934+quC7aNwhiu66nWfxXkgBRYfEcXqIobHYi8yjd3c4/ojV6aI 5yPIWyCiKUtTTng2jV2BgQ== 0000950134-01-502886.txt : 20010608 0000950134-01-502886.hdr.sgml : 20010608 ACCESSION NUMBER: 0000950134-01-502886 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-39800 FILED AS OF DATE: 20010607 EFFECTIVENESS DATE: 20010607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS COMPANIES INC CENTRAL INDEX KEY: 0000107263 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 730569878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-62460 FILM NUMBER: 1655558 BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CTR CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 9185732000 MAIL ADDRESS: STREET 1: ONE WILLIAM CENTER CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS BROTHERS COMPANIES DATE OF NAME CHANGE: 19710817 S-3MEF 1 d88221s-3mef.txt FORM S-3MEF FILE PURSUANT TO RULE 462B 333-39800 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2001 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- THE WILLIAMS COMPANIES, INC. (Exact name of Registrant as specified in its charter) DELAWARE 73-0569878 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) ONE WILLIAMS CENTER TULSA, OKLAHOMA 74172 (918) 573-2000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------- WILLIAM G. VON GLAHN, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL THE WILLIAMS COMPANIES, INC. ONE WILLIAMS CENTER TULSA, OKLAHOMA 74172 (918) 573-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- COPY TO: MARLENE ALVA, ESQ. DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NY 10017 (212) 450-4000 ---------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-39800 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ----------
CALCULATION OF REGISTRATION FEE =================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(1)(2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Debt Securities........................... $ 75,943,750 100% $ 75,943,750 $ 18,986 ===================================================================================================================================
(1) If any Debt Securities are issued at an original issue discount, the amount to be registered shall be deemed to be such higher principal amount as may be sold for an initial public offering price of up to $ 75,943,750. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a), and exclusive of accrued interest, if any. ================================================================================ 2 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3 This Registration Statement hereby incorporates by reference in its entirety the Registrant's Registration Statement on Form S-3 (File No. 333-39800), as amended by Post-Effective Amendment No. 1 thereto, including the documents incorporated by reference therein. Such Registration Statement, as amended, was declared effective on December 5, 2000. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on the 7th day of June, 2001. THE WILLIAMS COMPANIES, INC. (Registrant) By: /s/ SUZANNE H. COSTIN ---------------------------- Suzanne H. Costin Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ KEITH E. BAILEY Chairman of the Board, President and June 7, 2001 - -------------------------------------- Chief Executive Officer (principal Keith E. Bailey* executive officer) /s/ JACK D. MCCARTHY - -------------------------------------- Senior Vice President (principal June 7, 2001 Jack D. McCarthy* financial officer) /s/ GARY R. BELITZ - -------------------------------------- Controller (principal accounting June 7, 2001 Gary R. Belitz* officer) /s/ HUGH M. CHAPMAN - -------------------------------------- Director June 7, 2001 Hugh M. Chapman* /s/ GLENN A. COX - -------------------------------------- Director June 7, 2001 Glenn A. Cox* /s/ THOMAS H. CRUIKSHANK - -------------------------------------- Director June 7, 2001 Thomas H. Cruikshank* /s/ WILLIAM E. GREEN - -------------------------------------- Director June 7, 2001 William E. Green* /s/ W.R. HOWELL - -------------------------------------- Director June 7, 2001 W.R. Howell*
3 4
SIGNATURE TITLE DATE --------- ----- ---- /s/ JAMES C. LEWIS - -------------------------------------- Director June 7, 2001 James C. Lewis* /s/ CHARLES M. LILLIS - -------------------------------------- Director June 7, 2001 Charles M. Lillis* /s/ GEORGE A. LORCH - -------------------------------------- Director June 7, 2001 George A. Lorch* /s/ FRANK T. MACINNIS - -------------------------------------- Director June 7, 2001 Frank T. MacInnis* /s/ GORDON R. PARKER - -------------------------------------- Director June 7, 2001 Gordon R. Parker* /s/ JANICE D. STONEY - -------------------------------------- Director June 7, 2001 Janice D. Stoney* /s/ JOSEPH H. WILLIAMS - -------------------------------------- Director June 7, 2001 Joseph H. Williams*
*By: /s/ SUZANNE H. COSTIN -------------------------------- Suzanne H. Costin* Attorney-in-Fact 4 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5 Opinion and consent of counsel of Williams. 23 Consent of Ernst & Young LLP. 24.1 Power of Attorney 24.2 Board Resolutions
5 EX-5 2 d88221ex5.txt OPINION/CONSENT OF COUNSEL OF WILLIAMS 1 EXHIBIT 5 June 7, 2001 The Williams Companies, Inc. One Williams Center Tulsa, Oklahoma 74172 Gentlemen: You have requested me, as General Counsel of The Williams Companies, Inc., to render my opinion regarding certain matters in connection with the preparation and filing of a registration statement by The Williams Companies, Inc. (the "Company") on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to $75,943,750 initial offering price of additional debt securities ("Securities") pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The Securities are to be issued from time to time as senior indebtedness of the Company under an indenture between the Company and Bank One Trust Company, as trustee (the "Indenture"). I am familiar with the Certificate of Incorporation and the By-laws, each as amended to date, of the Company and have examined the originals, or copies certified or otherwise identified to my satisfaction, of corporate records of the Company, statutes and other instruments and documents as the basis for the opinion expressed herein. In addition, I am, or someone under my supervision is, familiar with the forms of the Indenture and the Securities. Based upon the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that, when the remaining terms are set by an officer of the Company pursuant to the authority granted such officer by the Board of Directors of the Company, the Indenture has been duly executed and delivered and the Securities have been duly issued in accordance with the provisions of the Indenture and duly paid for by the purchasers thereof, all required corporate action will have been taken with respect to the issuance and sale of the Securities, and the Securities will have been validly issued and will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws relative to or affecting generally the enforcement of creditor's rights and by principles of equity. In connection with my opinions expressed above, I have assumed that, at or prior to the time of the delivery of any such Security, the Registration Statement has been declared effective, that the authorization of such Securities will not have been modified or rescinded and there will not have occurred any change in law affecting the validity or enforceability of such Security. I have also assumed that none of the terms of any Security to be established subsequent to the date hereof nor the issuance and delivery of such Security, nor the compliance by the Company with the terms of such Security, will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company. I am a member of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. 2 The Williams Companies, Inc. Page 2 I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to the undersigned appearing under the caption "Legal Matters" in the related Prospectus. Very truly yours, /s/ WILLIAM G. VON GLAHN William G. von Glahn EX-23 3 d88221ex23.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-3 for the registration of $75,943,750 of Debt Securities, of our report dated February 28, 2001, except for the matters described in Note 3, as to which the date is April 23, 2001 relating to the consolidated financial statements and schedules of The Williams Companies, Inc. included in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2001 and incorporated in this Registration Statement by reference to the Company's Registration Statement on Form S-3 (File No. 333-39800). /s/ Ernst & Young LLP Tulsa, Oklahoma June 6, 2001 EX-24.1 4 d88221ex24-1.txt POWER OF ATTORNEY 1 EXHIBIT 24.1 THE WILLIAMS COMPANIES, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned individuals, in their capacity as a director or officer, or both, as hereinafter set forth below their signature, of THE WILLIAMS COMPANIES, INC., a Delaware corporation ("Williams"), does hereby constitute and appoint WILLIAM G. VON GLAHN and SUZANNE H. COSTIN their true and lawful attorneys and each of them (with full power to act without the others) their true and lawful attorneys for them and in their name and in their capacity as a director or officer, or both, of Williams, as hereinafter set forth below their signature, to sign a registration statement on Form S-3 for the registration under the Securities Act of 1933, as amended, with respect to not more than two billion dollars ($2,000,000,000) of debt securities, preferred stock, equity hybrid securities, securities convertible into equity securities and common stock of Williams and any and all amendments and post-effective amendments to said registration statement and any and all instruments necessary or incidental in connection therewith; and THAT the undersigned Williams does hereby constitute and appoint WILLIAM G. VON GLAHN and SUZANNE H. COSTIN its true and lawful attorneys and each of them (with full power to act without the others) its true and lawful attorney for it and in its name and on its behalf to sign said registration statement and any and all amendments and post-effective amendments thereto and any and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have full power of substitution and resubstitution, and said attorneys or any of them or any substitute appointed by any of them hereunder shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully to all intents and purposes as each of the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys or any of them or of any such substitute pursuant hereto. IN WITNESS WHEREOF, the undersigned have executed this instrument, all as of the 17th day of May, 2001. /s/ KEITH E. BAILEY /s/ JACK D. MCCARTHY - ----------------------------- ------------------------------- Keith E. Bailey Jack D. McCarthy Chairman of the Board, Senior Vice President President and (Principal Financial Officer) Chief Executive Officer (Principal Executive Officer) /s/ GARY R. BELITZ ------------------------------ Gary R. Belitz Controller (Principal Accounting Officer) 2 Page 2 /s/ HUGH M. CHAPMAN /s/ GLENN A. COX - ------------------------------ ------------------------ Hugh M. Chapman Glenn A Cox Director Director /s/ THOMAS H. CRUIKSHANK /s/ WILLIAMS E. GREEN - ------------------------------ ------------------------ Thomas H. Cruikshank William E. Green Director Director /s/ W. R. HOWELL /s/ JAMES C. LEWIS - ------------------------------ ------------------------ W. R. Howell James C. Lewis Director Director /s/ CHARLES M. LILLIS /s/ GEORGE A. LORCH - ------------------------------ ------------------------ Charles M. Lillis George A. Lorch Director Director /s/ FRANK T. MACINNIS /s/ PETER C. MEINIG - ------------------------------ ------------------------ Frank T. MacInnis Peter C. Meinig Director Director /s/ GORDON R. PARKER /s/ JANICE D. STONEY - ------------------------------ ------------------------ Gordon R. Parker Janice D. Stoney Director Director /s/ JOSEPH H. WILLIAMS ---------------------------- Joseph H. Williams Director THE WILLIAMS COMPANIES, INC. By /s/ WILLIAM G. VON GLAHN ----------------------------- William G. von Glahn ATTEST: Senior Vice President /s/ SUZANNE H. COSTIN - ------------------------------ Suzanne H. Costin Secretary EX-24.2 5 d88221ex24-2.txt BOARD RESOLUTIONS 1 EXHIBIT 24.2 THE WILLIAMS COMPANIES, INC. SECRETARY'S CERTIFICATE I, the undersigned, SUZANNE H. COSTIN, Secretary of THE WILLIAMS COMPANIES, INC., a Delaware corporation (hereinafter called the "Company"), do hereby certify that at a meeting of the Board of Directors of the Company, duly convened and held on May 17, 2001, at which a quorum of said Board was present and acting throughout, the following resolutions were duly adopted: RESOLVED that the officers of the Company be, and each hereby is, authorized to execute and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, one or more shelf Registration Statements on Form S-3, and all amendments and supplements thereto and all required exhibits and documents in connection therewith, and the Prospectus contained therein, and all amendments or supplements thereto (the "Registration Statement"), with respect to not more than two billion dollars ($2,000,000,000) aggregate principal amount, plus any upsizing permitted by Rule 462(b) or other similar Rules and Regulations promulgated under the Securities Act of 1933, as amended, of debt securities, preferred stock, equity hybrid securities, securities convertible into equity securities and common stock (the "Securities"), and to do, or cause to be done, all such other acts and things as, in their opinion or in the opinion of any of them, may be necessary or desirable and proper in order to effect such filing or in order that such Registration Statement and any such amendment or amendments may become effective and may remain in effect as long as shall be required. RESOLVED that the form of power of attorney submitted to this meeting for use in connection with the execution and filing, for and on behalf of the Company, of the Registration Statement and any such amendments thereto referred to in the preceding resolution, is hereby approved, and the Chairman of the Board, the President, any Vice President or the Treasurer of the Company is hereby authorized to execute said power of attorney in the form so presented for and on behalf of the Company. RESOLVED that Mr. William G. von Glahn, Senior Vice President and General Counsel of The Williams Companies, Inc., be, and he hereby is, designated as the person authorized to receive notices and communications from the Securities and Exchange Commission with respect to the Registration Statement and any amendments thereto and that he be, and he hereby is, designated the agent for service in connection with any and all 2 matters relating to the Registration Statement; and that there hereby is conferred upon him the powers enumerated in Rule 478 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended. RESOLVED that the officers of the Company be, and each of them hereby is, authorized and directed in the name and on behalf of the Company to take any and all actions which such officers deem necessary or appropriate in order to obtain a permit, register or qualify the Securities for issuance and sale or to request an exemption from registration of the Securities or to register or to obtain a license for the Company as a dealer or broker under the securities laws of such of the states of the United States of America and of such foreign jurisdictions as such officers may deem necessary or appropriate; and that in connection with such registrations, permits, licenses, qualifications and exemptions, such officers are authorized and directed to execute, acknowledge, verify, deliver, file and publish all such applications, reports, resolutions, irrevocable consents to service of process, powers of attorney and other papers and instruments as may be required under such laws, and to take any and all further action which such officers deem necessary or appropriate in order to maintain the registration in effect for such time period as they may deem to be in the best interests of the Company. RESOLVED that if an officer of the Company shall so elect application may be made to the New York Stock Exchange, Inc. and to the Pacific Stock Exchange for the listing upon notice of issuance of the Securities and that the Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer of the Company be, and each of them hereby is, authorized and directed by the Company to prepare, execute and file the applications required by such stock exchange and to make such changes as may be necessary to conform with requirements for the listing of the Securities, to appear (if requested) before officials of such exchange, to pay any fees required for such additional listing and to perform all other acts and things as may be deemed necessary to effect such listing. RESOLVED that the Chairman of the Board, the President, any Vice President, or the Treasurer of the Company (a "Designated Officer") be, and each of them hereby is, authorized and empowered to execute, acknowledge and deliver, for and on behalf of the Company, and under its corporate seal, which its Secretary or any Assistant Secretary is hereby authorized to affix and attest, one or more indentures, including a subordinate indenture, between the Company and a trustee to be determined by the officer executing such indenture (the "Indenture") for the 2 3 purpose of providing for the issuance, registration, transfer, exchange and payment of the Securities to be issued pursuant thereto, each such Indenture to be in the form as the officers executing and delivering the same on behalf of the Company shall approve, such approval to be conclusively evidenced by such officer's execution, acknowledgment and delivery of the Indenture. RESOLVED that the Chairman of the Board, the President, the Chief Financial Officer, or the Treasurer of the Company be, and each hereby is, in accordance with the foregoing resolutions and the limitations previously approved, authorized to cause the Company to issue and sell one or more series of the Securities and, in connection with any such series, determine, approve or appoint, as the case may be: (a) the exact aggregate principal amount of the series of Securities, whether Securities of such series are to be issued as debentures, as notes or as any other evidences of indebtedness or in any combination thereof; (b) the designation of the Securities as senior or subordinated indebtedness of the Company; (c) whether each series of Securities shall be sold with or without competitive bidding, whether through a public offering or by private placement, or a combination thereof; (d) the terms and rights of the Securities, consistent with the terms of the respective Indenture and the Registration Statements; provided, however, that no such Securities shall be secured or convertible into any equity securities of the Company; (e) the maturity or maturities of the Securities; (f) the price to be received by the Company in any offering or sale of any of the Securities (which may be at a discount from the principal amount payable at maturity of such Securities), any public offering price and any discount received by, or commission paid to, any underwriters or agents; (g) the rate or rates at which the Securities shall bear interest, if any, which rate or rates may vary from time to time in accordance with a formula to be approved by any such officer; (h) the date or dates from which such interest shall accrue, the dates on which such interest shall be payable and the record date for the interest payable on any interest payment 3 4 date and/or the method by which such rate or rates or date or dates shall be determined; (i) the place or places, where the principal of (premium, if any) and interest, if any, on the Securities shall be payable; (j) the option, if any, of the Company to redeem the Securities in whole or in part and the period or periods within which, the price or prices at which and the terms and conditions upon which, Securities may be redeemed, in whole or in part, pursuant to such option or any sinking fund or otherwise; (k) the obligation, if any, of the Company to redeem, purchase or repay Securities pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which, Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation or option; (l) the denominations and currencies, including U.S. dollars, foreign currencies and composite currencies, in which the Securities shall be issuable and payable and the election, if any, of holders of Securities to receive payment of principal (and premium, if any) and interest in a currency other than the currency in which such Securities were issued; (m) such other terms, conditions and provisions as any such officer shall deem appropriate; (n) the forms of the Securities; and (o) whether the Securities will be listed on the New York Stock Exchange. RESOLVED that any Designated Officer be, and each hereby is, authorized to appoint one or more transfer agents or registrars, depositories, authenticating or paying agents, calculation agents, exchange rate agents and any other agents with respect to the Securities, and to execute and deliver, in the name and on behalf of the Company, any agreement, instrument or document relating to any such appointment, for the purpose of implementing and giving effect to the provisions of each Indenture; provided, however, that the Company may at any time elect to act in the capacity of paying agent. 4 5 RESOLVED that any Designated Officer be, and each hereby is, authorized and directed to execute and deliver to the trustee for each Indenture an Issuer Order or Officer's Certificate, as appropriate, referred to in the Indenture and to perform on behalf of the Company such other procedures acceptable to such trustee as may be necessary in order to authorize the authentication and delivery by such trustee of the Securities. RESOLVED that any Designated Officer be, and each hereby is, authorized and directed to cause the Company to enter into agreements (the "Underwriting Agreement" or "Distribution Agreements"), with such investment banking company or companies as any such Designated Officer may choose (the "Agents"), and with such additional or successor Agents as any Designated Officer shall select, in the form as the Designated Officers executing and delivering the same on behalf of the Company shall approve, such approval to be conclusively evidenced by such officers execution, acknowledgment and delivery of the Underwriting Agreement or Distribution Agreements. RESOLVED that any Designated Officer be, and each hereby is, authorized and directed to take, or cause to be taken, any and all action which any such Designated Officer may deem necessary or desirable to carry out the purpose and intent of the foregoing resolutions (hereby ratifying and confirming any and all actions taken heretofore or hereafter to accomplish such purposes, all or singular), and to make, execute and deliver, or cause to be made executed and delivered, all agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company as any such Designated Officer may deem necessary or desirable in connection therewith, and to perform, or cause to be performed, the obligations of the Company under the Securities, the Indenture, the Underwriting Agreement and the Distribution Agreement (and any terms agreement thereunder) and the Registration Statements, and to pay such fees and expenses as, in their judgment, shall be proper or advisable. RESOLVED that the officers of the Company be, and each of them hereby is, authorized to take all such further action and to execute and deliver all such further instruments and documents in the name and on behalf of the Company with its corporate seal or otherwise and to pay such fees and expenses as, in their judgment, shall be proper or advisable in order to carry out the intent and to accomplish the purposes of the foregoing resolutions. 5 6 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of The Williams Companies, Inc. this 7th day of June, 2001. /s/ Suzanne H. Costin ----------------------- Suzanne H. Costin Secretary [SEAL] 6 -----END PRIVACY-ENHANCED MESSAGE-----