Home Plan of Allocation Claim Form Notices Frequently Asked Questions Court Documents Definitions Broker Electronic Files Additional Information Toll Free Hotline: 1(888) 366-5344


Frequently Asked Questions









GENERAL INFORMATION

What is this Class Action about?

This Class Action pertains to all persons who purchased or otherwise acquired publicly traded common stock, 7.125% Notes due 2011, 7.875% Notes due 2021 or FELINE PACS of The Williams Companies, Inc. (“Williams”) between July 24, 2000 and July 22, 2002, inclusive, and were damaged thereby. The Settlement provides for the payment of $311,000,000 in cash by the Settling Defendants.

The Settlement resolves the Settlement Class litigation (the “Securities Class Action”) against Williams and certain of its officers and directors, certain of its underwriters, and its auditor, Ernst & Young, alleging violations of the Securities Act of 1933 and the Securities and Exchange Act of 1934.

(back to top)



Why is there a settlement?

Under the Settlement, the Court will not decide in favor of either the Lead Plaintiffs or the Settling Defendants. By agreeing to a Settlement, both the Lead Plaintiffs and the Settling Defendants avoid the costs and risk of a trial, and the Settlement Class Members are compensated.

In light of the amount of the Settlement and the immediacy and certainty of recovery to the Settlement Class, Lead Plaintiffs believe that the Settlement is fair, reasonable and adequate, and in the best interests of Settlement Class Members. The Settlement provides a substantial cash recovery benefit, plus accrued interest, less the various deductions described in the Notice, as compared to the risk that a similar, smaller, or no recovery would be achieved after a trial and appeals, possibly years in the future, in which the Settling Defendants would have the opportunity to assert substantial defenses to the claims asserted against them.

(back to top)



Who is a member of the Settlement Class?

By Order dated October 5, 2006, the Court has decided that you are a member of the Settlement Class if you purchased or acquired the following Williams Securities between July 24, 2000 and July 22, 2002, inclusive, and you were allegedly injured thereby:

  1. Williams common stock in the open market;
  2. approximately 38,000,000 shares of Williams common stock issued pursuant or traceable to a Prospectus, Prospectus Supplement, and Registration Statement declared effective by the SEC on or about January 16, 2001;
  3. approximately 30,000,000 shares of Williams common stock issued pursuant or traceable to a Form S-4 Registration Statement declared effective by the SEC on or about June 15, 2001 in connection with the August 2, 2001 merger of Barrett Resources Corporation into Williams;
  4. Williams 7.125% Notes due 2011 and/or Williams 7.875% Notes due 2021 issued pursuant or traceable to a Prospectus, Prospectus Supplement, and Registration Statement declared effective by the SEC on or about August 16, 2001; and
  5. approximately 44,000,000 FELINE PACS issued pursuant or traceable to a Prospectus, Prospectus Supplement, and Registration Statement declared effective by the SEC on or about January 7, 2002.

Excluded from the Settlement Class are: the Settling Defendants; members of the families of each of the Individual Settling Defendants; any parent, subsidiary, affiliate, partner, officer (having the title of senior vice president or above), executive, or director of any Settling Defendant during the Settlement Class Period; any entity in which any such excluded person has a controlling interest; and the legal representatives, heirs, successors and assigns of any such excluded person or entity. Also excluded from the Settlement Class is any Person or entity who or which properly excluded himself, herself or itself by filing a valid and timely request for exclusion in accordance with the requirements set forth in the Notice. As used in this paragraph, "any entity in which any such excluded person has a controlling interest" means that any such entity is excluded from the Settlement Class to the extent that the entity itself had a proprietary (i.e., for its own account) interest in Williams securities. In the event that any such entity beneficially owned Williams securities in a fiduciary capacity or otherwise held Williams securities on behalf of third party clients or any employee benefit plans that otherwise fall within the Settlement Class, such third party clients and employee benefit plans shall not be excluded from the Settlement Class, irrespective of the identity of the entity or person in whose name the Williams securities were beneficially owned or otherwise held. For example, Williams securities shall not be excluded from the Settlement Class to the extent held (i) in a registered or unregistered investment company (including a unit investment trust) for which an entity in which any defendant in the Litigation has a controlling interest serves as investment manager, investment adviser or depositor; or (ii) (a) in a life insurance company separate account, or (b) in a segment or subaccount of a life insurance company's general account to the extent associated with insurance contracts under which the insurer's obligation is determined by the investment return and/or market value of the assets held in such segment or subaccount. A Settling Defendant shall be deemed to have a "controlling interest" in an entity if such Settling Defendant has a beneficial ownership interest, directly or indirectly, in more than 50% of the total outstanding voting power of any class or classes of capital stock that entitle the holders thereof to vote in the election of members of the Board of Directors of such entity. "Beneficial ownership" shall have the meaning ascribed to such term under Rule 13d-3 of the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. The members of the WMB Subclass are referred to as "WMB Subclass Members," "Members of the WMB Subclass," "Settlement Class Members" or "Members of the Settlement Class."

(back to top)



Who are the Defendants in This Litigation?

  1. Who is Williams?

    "Williams" means The Williams Companies, Inc.

  2. (back to top)



  3. Who are the Individual Settling Defendants?

    "Individual Settling Defendants" means Keith Bailey, Jack McCarthy, Gary Belitz, Steven Malcolm, William E. Hobbs, Hugh M. Chapman, Thomas H. Cruikshank, W.R. Howell, Charles M. Lillis, Frank T. MacInnis, Peter C. Meinig, Janice D. Stoney, Glenn A. Cox, William E. Green, James C. Lewis, George Lorch, Gordon R. Parker and Joseph H. Williams.

  4. (back to top)



  5. Who are the Underwriter Defendants?

    "Underwriter Defendants" means Merrill Lynch & Co. Inc., Salomon Smith Barney Inc. n/k/a Citigroup Global Markets, Inc., Lehman Brothers Inc., Banc of America Securities LLC, Credit Suisse First Boston Corp. n/k/a Credit Suisse Securities (USA) LLC, CIBC World Markets Corp., Goldman, Sachs & Co., and UBS Warburg, LLC (n/k/a UBS Securities, LLC).

  6. (back to top)



  7. Who is Ernst & Young LLP?

    Ernst & Young LLP was the outside auditor for The Williams Companies, Inc. during the Class Period.

  8. (back to top)



  9. Who are the Settling Defendants?

    "Settling Defendants" means Ernst & Young LLP ("E&Y"), Williams, the Individual Settling Defendants, and the Underwriter Defendants.

  10. (back to top)



Who is representing the Class in this Litigation?

Counsel for Lead Plaintiffs:

Blair A. Nicholas, Esq.
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
12481 High Bluff Drive, Suite 300
San Diego, CA 92130
Tel: (858) 793-0070

That firm represents the interests of all Settlement Class Members. If you want to be represented by your own lawyer, you may hire one at your own expense.

(back to top)



Who is representing the Settling Defendants in this Litigation?

Counsel for Williams and its Officer Defendants:

Timothy K. Roake, Esq.
GIBSON, DUNN & CRUTCHER, L.L.P.
1881 Page Mill Road
Palo Alto, CA 94304
Tel: (650) 849-5300


For the Outside Director Defendants:

Vance L. Beagles, Esq.
WEIL, GOTSHAL & MANGES LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
Tel: (214) 746-7700


For the Underwriter Defendants:

Jonathan M. Hoff, Esq.
CADWALADER, WICKERSHAM & TAFT, LLP
One World Financial Center
New York, NY 10281
Tel: (212) 504-6000


For Ernst & Young LLP:

Charles W. Cox, Esq.
LATHAM & WATKINS LLP
633 West Fifth St., Suite 4000
Los Angeles, CA 90071
(213)485-1234

(back to top)



Where can I get more information about the Settlement?

This website is only a summary and does not describe all of the details of the Stipulation of Settlement. For full details of the matters discussed on this website and in the Notice of (1) Proposed Settlement of Securities Class Action, (2) Certification of a Settlement Class, (3) Settlement Hearing, (4) Application for Attorneys’ Fees and Expenses, and (5) Proposed Plan of Allocation (“Notice”), you may desire to review the Stipulation of Settlement filed with the Court, which may be inspected during business hours at:

The Office of Clerk of the Court
U.S. District Court
Page Belcher Federal Building
333 West Fourth
Tulsa, OK 74103

You may also view the Stipulation of Settlement directly on this website. Further information regarding the Securities Class Action and the Settlement may be obtained by contacting the Claims Administrator at:

Williams Securities Litigation
c/o The Garden City Group, Inc.
Claims Administrator
P.O. Box 91185
Seattle, WA 98111-9285
Tel: (888) 366-5344

PLEASE DO NOT WRITE OR TELEPHONE THE CLERK OF COURT OR THE JUDGE FOR INFORMATION OR ADVICE.

(back to top)




FILING A CLAIM

How does a Settlement Class Member file a Claim?

The deadline to file a Claim Form has expired. In order to be eligible to share in the benefits of the Settlement, Class Members must have submitted a completed and signed Proof of Claim Form postmarked no later than February 16, 2007.

(back to top)



Do I need to provide any documentation with my Claim? If so, what types of documentation are acceptable?

The deadline to file a Claim Form has expired. In order to be eligible to share in the benefits of the Settlement, Class Members must have submitted a completed and signed Proof of Claim Form postmarked no later than February 16, 2007.

(back to top)



When are the Proof of Claim and Release Forms due?

The deadline to file a Claim Form has expired. In order to be eligible to share in the benefits of the Settlement, Class Members must have submitted a completed and signed Proof of Claim Form postmarked no later than February 16, 2007.

(back to top)



How does a Class Member obtain a Proof of Claim and Release Form?

The deadline to file a Claim Form has expired. In order to be eligible to share in the benefits of the Settlement, Class Members must have submitted a completed and signed Proof of Claim Form postmarked no later than February 16, 2007.

(back to top)



Must I file a Claim to receive money from the Settlement?

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, CLASS MEMBERS WERE REQUIRED TO COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE FORM. The Proof of Claim and Release Forms were required to be postmarked on or before February 16, 2007, and mailed to the Claims Administrator at the address above. Unless the Court orders otherwise, if you do not timely submit a valid Proof of Claim and Release Form, you will be barred from receiving any payment, but will in all other respects be bound by the provisions of the Stipulation of Settlement and the Judgment.

(back to top)



What if I bought shares on someone else’s behalf or represent a broker, bank or other nominee?

If you purchased, exchanged or otherwise acquired publicly traded common stock, August Notes or FELINE PACS of Williams as nominee for a beneficial owner, then, within ten (10) business days after reviewing the Notice, you must either:

  1. Send a copy of the Notice and the Proof of Claim and Release by first-class mail to all such persons; or

  2. Provide a list of the names and addresses of such beneficial owners to the Claims Administrator, preferably in a Microsoft Access data table (.mdb file), a Microsoft Excel spreadsheet (.xls file) or a tab-delimited or comma-delimited ASCII .txt file, setting forth:
    1. title/registration,
    2. street address,
    3. city/state/zip

(back to top)




PLAN OF ALLOCATION

The Settlement Fund is for the benefit of persons or entities who purchased or acquired the publicly traded securities of Williams during the Settlement Class Period and were injured thereby, and who did not timely exclude themselves from the Settlement Class. The Plan of Allocation sets forth the Lead Plaintiffs’ proposal for the manner in which the Net Settlement Fund shall be distributed among members of the Settlement Class (“Settlement Class Members”) who timely submitted a valid Proof of Claim and Release (“Authorized Claimants”). The Court approved the Plan of Allocation in its February 12, 2007 Order. View the Court Documents.

What recovery does the Settlement provide?

Williams has agreed to pay $290,000,000 and E&Y has agreed to pay $21,000,000 to settle the Litigation. The balance of this Settlement Amount (including accrued interest) after deduction of Court-awarded attorneys’ fees and expenses, certain taxes and tax expenses, escrow expenses, settlement notice and administration costs, and repayment, if any, of a portion of the Settlement Amount to Williams, will be distributed to Settlement Class Members who send in valid Proof of Claim and Release Forms pursuant to a Court-approved Plan of Allocation.

Each Settlement Class Member’s Recognized Claim, if any, is calculated as explained in the Plan of Allocation. The Plan of Allocation was created by Lead Plaintiffs, through Lead Counsel, with the substantial assistance of an outside damages expert. None of the Settling Defendants nor any other of the Released Persons have any role in, or responsibility for, or liability whatsoever for the Plan of Allocation.

The amount of recovery by any particular Settlement Class Member depends on a number of factors, including:

  1. when and for what price the Settlement Class Member purchased and/or sold his, her or its securities;
  2. how much of the Settlement Class Member’s loss was attributable to Settling Defendants’ alleged fraud; and
  3. the total number of securities for which timely and valid Proof of Claim and Release forms and requests for exclusion were submitted by Settlement Class Members.

(back to top)



What part of the Settlement Fund gets distributed to Settlement Class Members?

In accordance with the terms of the Stipulation, certain payments will be made from the Settlement Fund prior to any distribution to Settlement Class Members. These payments include:

  1. Payment of all Notice and Claims Administration expenses;
  2. Payment of taxes and tax expenses;
  3. Reimbursement of Securities Class Counsel’s and plaintiffs’ expenses incurred in prosecuting this Securities Class Action and payment of Securities Class Counsel’s attorneys’ fees, together with interest at the same rate as earned by the Settlement Fund, as approved by the Court; and
  4. Payment of escrow fees and costs associated with the Settlement Account.

After deduction for the payments set forth in the Stipulation, the Net Settlement Fund will be distributed to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, and/or the Court.

Each Authorized Claimant will be allocated a pro rata share of the Net Settlement Fund, based on his, her or its Recognized Claim (as calculated under the Plan of Allocation) compared to the total Recognized Claims of all Authorized Claimants. Each Authorized Claimant will be paid an amount determined by multiplying his, her or its Recognized Claim by a fraction, the numerator of which will be the aggregate of the Net Settlement Fund, plus accrued interest, and the denominator of which will be the total Recognized Claims of all Authorized Claimants.

(back to top)



What is the average recovery per share?

As required by the Private Securities Litigation Reform Act of 1995 (“PSLRA”), based on the estimated number of damaged shares, as determined by Lead Plaintiffs’ independent damages expert, and assuming all owners of the damaged shares elect to participate, the average recovery is $0.80 per damaged share.

Settlement Class Members may receive more or less than the amount referred to above, and may even recover nothing depending on, among other factors, when their securities were purchased or sold, the number of Settlement Class Members who file valid claims, the number of Williams securities purchased by Persons that opt-out of the Settlement, the amount of interest that has accrued on the available funds as of the time of the distribution, administrative costs, including the costs of notice and administration of the Settlement, the amount awarded by the Court for attorneys’ fees and costs, and the Plan of Allocation. In addition, the aggregate per share calculation may be further reduced by amounts that, under the Plan of Allocation, may be claimed by purchasers or acquirers of Williams FELINE PACS and/or Williams August Notes.

(back to top)



How much will my payment be? What is the Plan of Allocation?

The Stipulation provides for an allocation of the Net Settlement Fund in accordance with the Plan of Allocation among Settlement Class Members who submit valid and timely Proof of Claim and Release Forms. Each Settlement Class Member’s Recognized Claim, if any, is calculated as explained in the Plan of Allocation. You may view the Plan of Allocation on this website. The Plan of Allocation was created by Lead Plaintiffs, through Lead Counsel, with the substantial assistance of an outside damages expert. None of the Settling Defendants nor any other of the Released Persons have any role in, or responsibility for, or liability whatsoever for the Plan of Allocation.

The amount of recovery by any particular Settlement Class Member depends on a number of factors, including:

  1. when and for what price the Settlement Class Member purchased and/or sold his, her or its securities;
  2. how much of the Settlement Class Member’s loss was attributable to Settling Defendants’ alleged fraud; and
  3. the total number of securities for which timely and valid Proof of Claim and Release forms and requests for exclusion are submitted by Settlement Class Members.

Each Authorized Claimant will be allocated a pro rata share of the Net Settlement Fund, based on his, her or its Recognized Claim (as calculated under the Plan of Allocation) compared to the total Recognized Claims of all Authorized Claimants. Each Authorized Claimant will be paid an amount determined by multiplying his, her or its Recognized Claim by a fraction, the numerator of which will be the aggregate of the Net Settlement Fund, plus accrued interest, and the denominator of which will be the total Recognized Claims of all Authorized Claimants.

(back to top)



Will I be compensated for all of my losses?

No. Settlement Class Members will only be compensated for their pro rata share of damages asserted to be attributable to Settling Defendants’ alleged fraud. The movement of Williams’ stock, August Notes, and FELINE PACS price over time may include the effect of other market factors in addition to the movement of Williams’ securities due to the alleged fraud.

(back to top)



What if I received Williams securities during the Settlement Class Period but did not purchase them?

If a Settlement Class Member acquired Williams securities during the Settlement Class Period by means of a gift, inheritance or operation of law (except those shares exchanged by reason of the merger of Barrett Resources Corporation and Williams), such a claim will be computed by using the price of the Williams securities on the original date of purchase and not the date of transfer. To the extent that those Williams securities were originally purchased prior to commencement of the Settlement Class Period, the Recognized Claim for that acquisition shall be zero.

(back to top)




PARTICIPATION IN THE SETTLEMENT

Has the Settlement been approved?

On February 12, 2007, the Court in charge of this case gave final approval of the Settlement (subject to any appeals). Payments will be made after the claims processing procedure is complete, and any appeals or deficiencies have been resolved.

(back to top)



When will benefits be received by Class Members?

Payments will be made after any appeals to the Court's approval of the Settlement are resolved, and after the completion of all claims processing. Please be patient.

(back to top)



What rights am I giving up by agreeing to the Settlement?

The Judgment, entered by the Court on February 12, 2007, dismisses the claims against the Settling Defendants with prejudice and provides that Lead Plaintiffs and all Settlement Class Members (not including persons or entities that elected to exclude themselves from the Settlement Class), shall upon the Effective Date of the Judgment be deemed to have, and by operation of the Judgment shall have, waived, released, forever discharged and dismissed and agreed not to institute, maintain or prosecute any or all of the Released Claims (including “Unknown Claims” as defined in the Stipulation of Settlement) against any or all of the Released Persons, and shall be permanently and finally enjoined from commencing or prosecuting any actions or other proceedings asserting any of the Released Claims against any of the Released Persons.

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Released Claims, but the Lead Plaintiffs shall expressly and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts.

(back to top)



How does a Class Member opt-out or exclude him/herself from the Settlement?

The deadline to request exclusion (opt-out) from the Settlement has expired.

(back to top)



What happens if a Class Member excludes him/herself from the Settlement?

If a Settlement Class Member timely and validly requested exclusion from the Settlement Class, that Settlement Class Member will not participate in the distribution of the Net Settlement Fund, and is not bound by all proceedings, orders and judgments entered in connection with the Settlement.

(back to top)



Can a Class Member object to the Settlement?

The deadline to object to the Settlement has expired.

(back to top)



When and where is the Final Approval Hearing?

The Settlement Hearing was held on February 9, 2007, at 10:00 a.m., before the Honorable Stephen P. Friot, United States District Judge, at:

The United States District Court
For the Northern District of Oklahoma
Page Belcher Federal Building
333 West Fourth
Tulsa, OK 74103

(back to top)



Must Class Members attend the Final Approval Hearing?

No. The Settlement Hearing was held on February 9, 2007.

(back to top)