Obligation Williamson Group 8.75% ( US969457BS84 ) en USD

Williamson Group

100 % ⇌

Etas-Unis

US969457BS84 ( en USD )

8.75% par an ( paiement semestriel )

15/01/2020 - Obligation échue

Prospectus brochure de l'obligation Williams Companies US969457BS84 en USD 8.75%, échue

2 000 USD

600 000 000 USD

969457BS8

N/A

Williams Companies est une société américaine d'énergie spécialisée dans le transport et le traitement du gaz naturel et des produits pétroliers, opérant un vaste réseau d'oléoducs, de gazoducs et d'installations de traitement.

L'Obligation émise par Williamson Group ( Etas-Unis ) , en USD, avec le code ISIN US969457BS84, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2020

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Filed pursuant to Rule 424(b)(3)
Registration No. 333-159558
PROSPECTUS

$600,000,000

The Williams Companies, Inc.

Exchange Offer for All Outstanding
8.75% Senior Notes due 2020
(CUSIP Nos. 969457 BR0, U96906 AF6, and 969457 BT6)
for new 8.75% Senior Notes due 2020
that have been registered under the Securities Act of 1933

This exchange offer will expire at 5:00 p.m., New York City time,
on July 31, 2009, unless extended.

The Exchange Notes:

· The terms of the registered 8.75% Senior Notes due 2020 to be issued in the exchange offer are
substantially identical to the terms of the outstanding 8.75% Senior Notes due 2020, except that
provisions relating to transfer restrictions, registration rights, and additional interest will not
apply to the exchange notes.

· We are offering the exchange notes pursuant to a registration rights agreement that we entered
into in connection with the issuance of the outstanding notes.

Material Terms of the Exchange Offer:

· The exchange offer expires at 5:00 p.m., New York City time, on July 31, 2009, unless
extended.

· Upon expiration of the exchange offer, all outstanding notes that are validly tendered and not
validly withdrawn will be exchanged for an equal principal amount of exchange notes.

· You may withdraw tendered outstanding notes at any time at or prior to the expiration of the
exchange offer.

· The exchange offer is not subject to any minimum tender condition, but is subject to customary
conditions.

· The exchange of the exchange notes for outstanding notes will not be a taxable exchange for
U.S. federal income tax purposes.

· There is no existing public market for the outstanding notes or the exchange notes.

· Each broker-dealer that receives exchange notes for its own account in the exchange offer must
acknowledge that it acquired the outstanding notes for its own account as a result of market-
making or other trading activities and must agree that it will deliver a prospectus meeting the
requirements of the Securities Act of 1933, as amended, in connection with any resale of the
exchange notes. A participating broker-dealer may use this prospectus, as it may be amended or
supplemented from time to time, in connection with resales of exchange notes received in
exchange for outstanding notes where such outstanding notes were acquired as a result of
market-making activities or other trading activities.

See "Risk Factors" beginning on page 8

Neither the Securities and Exchange Commission nor any state securities commission has
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approved or disapproved of these securities or passed upon the adequacy or the accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated July 2, 2009
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TABLE OF CONTENTS

Page

WHERE YOU CAN FIND MORE INFORMATION
i
INCORPORATION BY REFERENCE
ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
ii
PROSPECTUS SUMMARY
1
RISK FACTORS
8
USE OF PROCEEDS
23
CAPITALIZATION
23
THE EXCHANGE OFFER
24
DESCRIPTION OF NOTES
32
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
47
PLAN OF DISTRIBUTION
52
LEGAL MATTERS
53
EXPERTS
53

You should rely only upon the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by
this document are unlawful, or if you are a person to whom it is unlawful to direct these types of
activities, then the offer presented in this document does not extend to you. You should assume
the information appearing in this prospectus and the documents incorporated by reference
herein are accurate only as of their respective dates. Our business, financial condition, results of
operations, and prospects may have changed since those dates.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and file reports and other information with the Securities and
Exchange Commission (the "SEC"). The public may read and copy any reports or other information
that we file with the SEC at the SEC's public reference room, 100 F Street NE, Washington, D.C.
20549-2521. The public may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial
document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. Unless
specifically listed under "Incorporation by Reference" below, the information contained on the SEC
web site is not intended to be incorporated by reference in this prospectus and you should not consider
that information a part of this prospectus.

This prospectus incorporates important business and financial information about us that is not
included in or delivered with this prospectus. We will provide this information and any and all of the
documents referred to herein, including the registration rights agreement and the indenture for the
notes, which are summarized in this prospectus, without charge to each person to whom a copy of this
prospectus has been delivered, who makes a request by writing or calling us at the following address
or telephone number:

The Williams Companies, Inc.
Investor Relations
One Williams Center
Tulsa, Oklahoma 74172
(918) 573-2000

In order to ensure timely delivery, you must request the information no later than five
business days before the expiration of the exchange offer.
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INCORPORATION BY REFERENCE

We incorporate by reference into this prospectus the following documents that we have filed with
the SEC, which means that we can disclose important information to you by referring to those filings:

· our annual report on Form 10-K for the year ended December 31, 2008 (our "2008 10-K");

· the information included in our revised definitive proxy statement on Schedule 14A filed with
the SEC on May 5, 2009, under the headings "Proposal 1 -- Election of Directors,"
"Compliance with Section 16(a) of the Securities Exchange Act of 1934," "Corporate
Governance and Board Matters," "Compensation Discussion and Analysis," "Executive
Compensation and Other Information," "Equity Compensation Stock Plans," "Security
Ownership of Certain Beneficial Owners and Management," and "Principal Accountant Fees
and Services";

· our quarterly report on Form 10-Q for the quarter ended March 31, 2009 (our "2009 First
Quarter 10-Q"); and

· our current reports on Form 8-K filed with the SEC on February 26, 2009, March 3, 2009,
March 11, 2009, March 23, 2009, April 3, 2009, and May 28, 2009 (which revised certain items
of our 2008 10-K, to the extent applicable, for retrospective presentation and disclosure
requirements of Statement of Financial Accounting Standards ("SFAS") No. 160,
"Noncontrolling Interests in Consolidated Financial Statements" (our "May 2009 8-K")).

We also incorporate by reference each of the documents that we file with the SEC (excluding
those filings made under Items 2.02 or 7.01 of Form 8-K and corresponding information furnished
under Item 9.01 of Form 8-K or included as an exhibit, or other information furnished to the SEC)
under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of the initial
registration statement and prior to effectiveness of the registration statement and on or after the date of
this prospectus and prior to the completion of the exchange offer. Any statements made in such
documents will automatically update and supersede the information contained in this prospectus, and
any statements made in this prospectus update and supersede the information contained in past SEC
filings incorporated by reference into this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained or incorporated by reference in this prospectus includes forward-
looking statements. These forward-looking statements relate to anticipated financial performance,
management's plans and objectives for future operations, business prospects, outcome of regulatory
proceedings, market conditions, and other matters. Words such as "anticipates," "believes," "could,"
"continues," "estimates," "expects," "forecasts," "intends," "may," "might," "objective," "planned,"
"potential," "projects," "scheduled," "should," and other similar expressions identify those statements
that are forward-looking. These statements are based on management's beliefs and assumptions and on
information currently available to management and include, among others, statements regarding:

· amounts and nature of future capital expenditures;

· expansion and growth of our business and operations;

· financial condition and liquidity;

·

business strategy;

· estimates of proved gas and oil reserves;

· reserve potential;

· development drilling potential;

· cash flow from operations or results of operations;

ii
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· seasonality of certain business segments; and

· natural gas and natural gas liquids prices and demand.

Forward-looking statements are based on numerous assumptions, uncertainties, and risks that
could cause future events or results to be materially different from those stated or implied in this
prospectus. Many of the factors that will determine these results are beyond our ability to control or
predict. Specific factors that could cause actual results to differ from results contemplated by the
forward-looking statements include, among others, the following:

· availability of supplies (including the uncertainties inherent in assessing, estimating, acquiring
and developing future natural gas reserves), market demand, volatility of prices, and the
availability and cost of capital;

· inflation, interest rates, fluctuation in foreign exchange, and general economic conditions
(including the current economic slowdown and the disruption of global credit markets and the
impact of these events on our customers and suppliers);

· the strength and financial resources of our competitors;

· development of alternative energy sources;

· the impact of operational and development hazards;

· costs of, changes in, or the results of laws, government regulations (including proposed climate
change legislation), environmental liabilities, litigation, and rate proceedings;

· our costs and funding obligations for defined benefit pension plans and other postretirement
benefit plans;

· changes in maintenance and construction costs;

· changes in the current geopolitical situation;

· risks related to strategy and financing, including restrictions stemming from our debt
agreements, future changes in our credit ratings, and the availability and cost of credit;

· risks associated with future weather conditions;

· our exposure to the credit risk of our customers;

· acts of terrorism; and

· additional risks described in our filings with the SEC.

Given the uncertainties and risk factors that could cause our actual results to differ materially from
those contained in any forward-looking statement, we caution investors not to unduly rely on our
forward-looking statements. We disclaim any obligations to and do not intend to update the above list
or to announce publicly the result of any revisions to any of the forward-looking statements to reflect
future events or developments.

In addition to causing our actual results to differ, the factors listed above and referred to below
may cause our intentions to change from those statements of intention set forth or incorporated by
reference in this prospectus. Such changes in our intentions may also cause our results to differ. We
may change our intentions, at any time and without notice, based upon changes in such factors, our
assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are
important factors, in addition to those listed above, that may cause actual results to differ materially
from those contained in the forward-looking statements. These factors include the risks set forth under
the caption "Risk Factors" in this prospectus.

iii
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PROSPECTUS SUMMARY

This summary highlights some of the information contained or incorporated by reference in
this prospectus. This summary may not contain all of the information that may be important to
you. For a more complete understanding of this exchange offer, we encourage you to read this
entire prospectus and the documents incorporated by reference herein. You should carefully
consider the issues discussed in the "Risk Factors" section of this prospectus. Unless we have
indicated otherwise or the context otherwise requires, references in this prospectus to "The
Williams Companies, Inc.," "Williams," "we," "us," "our," and similar terms are to The
Williams Companies, Inc. and its subsidiaries.

Our Company

We are a natural gas company originally incorporated under the laws of the state of Nevada
in 1949 and reincorporated under the laws of the state of Delaware in 1987. We were founded in
1908 when two Williams brothers began a construction company in Fort Smith, Arkansas.
Today, we primarily find, produce, gather, process, and transport natural gas. Our operations are
concentrated in the Pacific Northwest, Rocky Mountains, Gulf Coast, the Eastern Seaboard, and
the province of Alberta in Canada.

Our business segments are Exploration & Production, Gas Pipeline, Midstream Gas &
Liquids, Gas Marketing Services, and Other. See "Business Segments" in Item 1 of Part I of our
2008 10-K for a more detailed description of the assets owned and services provided by each of
our business segments.

Our principal executive offices are located at One Williams Center, Tulsa, Oklahoma
74172, and our telephone number is (918) 573-2000.
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1
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