Citigroup Global Markets Inc. Extends Early Consent Payment Deadline i

    Business Editors

    NEW YORK--(BUSINESS WIRE)--Jan. 4, 2005--Citigroup Global Markets Inc. ("CGMI") announced today that it is extending until 5:00 p.m., New York City time, on January 4, 2005 the early consent payment deadline in the current consent solicitation and exchange offer related to the 6 3/4% Certificates of Beneficial Interest due 2009 of The Williams Companies, Inc. Credit Linked Certificate Trust (the "6 3/4% Certificates").
    The early consent payment deadline is the time up to which holders may tender the 6 3/4% Certificates and receive the early consent payment of $30 for each $1,000 face amount of 6 3/4% Certificates. Previously, the early consent payment deadline was 5:00 p.m., New York City time, on January 3, 2005. Tenders of the 6 3/4% Certificates received after 5:00 p.m., New York City time, on January 4, 2005 will not be entitled to receive the early consent payment.
    The early consent payment deadline in the concurrent consent solicitation and exchange offer related to the Floating Rate Certificates of Beneficial Interest due 2009 of The Williams Companies, Inc. Credit Linked Certificate Trust II (the "Floating Rate Certificates") is not being extended.
    Through January 3, 2005, CGMI had received tenders of $398.2 million in aggregate face amount of 6 3/4% Certificates, or 99.6% of the aggregate face amount of the 6 3/4% Certificates, and $100.0 million in aggregate face amount of Floating Rate Certificates, or 100% of the aggregate face amount of the Floating Rate Certificates. These figures are preliminary and subject to adjustment as tenders are reconciled with the letters of transmittal submitted by tendering holders.
    CGMI also announced that it intends to amend the conditions to the consent solicitation and exchange offer related to the 6 3/4% Certificates if it does not receive valid and unrevoked tenders representing 100% of the outstanding face amount of the 6 3/4% Certificates by 5:00 p.m., New York City time, on January 4, 2005. The amendment is expected to condition the consummation of the consent solicitation and exchange offer related to the 6 3/4% Certificates on receipt of valid and unrevoked tenders representing a minimum percentage less than 100% of the outstanding face amount of the 6 3/4% Certificates. Currently, consummation of the consent solicitation and exchange offer related to the 6 3/4% Certificates is conditioned on receipt of valid and unrevoked tenders representing 100% of the outstanding face amount of the 6 3/4% Certificates.
    If the consent solicitation and exchange offer is consummated without all holders tendering, a non-tendering holder will, under the terms of the 6 3/4% Certificates, be obligated to surrender its 6 3/4% Certificates for a direct interest in the related credit agreement with The Williams Companies, Inc. ("Williams"). The holder will then be a lender to Williams, holding an interest in the credit agreement and subject to certain limited obligations under the credit agreement. An interest in the credit agreement is expected to be substantially less liquid than the 6 3/4% Certificates. Following consummation of the consent solicitation and exchange offer, the credit agreement will not contain the restrictive covenants CGMI is seeking to remove pursuant to the consent solicitation and exchange offer.
    The 6 3/4% Certificates and the Floating Rate Certificates (together, the "Old Certificates") were issued by trusts established by Citibank that, through participation and sub-participation agreements, have assumed the credit risk associated with the related credit agreements (the "Old Credit Agreements"). Accordingly, CGMI is seeking consents from the holders of the Old Certificates.
    Because the proposed amendments will cause each existing trust to dissolve, CGMI is offering to exchange Old Certificates for an equal face amount of trust certificates issued by newly-established trusts (the "New Certificates"). Each series of New Certificates will be substantially similar to the series of Old Certificates for which it may be exchanged, including identical certificate yield, face amount and maturity date, but each series of New Certificates will relate to a new credit agreement (the "New Credit Agreements") instead of the Old Credit Agreements, and the New Credit Agreements will not contain the restrictive covenants removed from the Old Credit Agreements pursuant to the consent solicitations and will reflect the modification of other covenants and events of default in the Old Credit Agreements to make them less restrictive.
    The consent solicitations and exchange offers will expire at 9:00 a.m., New York City time, on January 20, 2005, unless extended. Consummation of the consent solicitations and exchange offers is subject to a number of conditions in addition to the condition described above, including the absence of certain adverse legal and market developments. In addition, each consent solicitation and exchange offer is contingent on the other.
    The New Certificates will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
    The consent solicitations and exchange offers are being made only to, and copies of the offering documents will be made available only to, holders of Old Certificates that have certified various matters to CGMI, including their status as "qualified institutional buyers" (as that term is defined in accordance with Rule 144A under the Securities Act) who are "qualified purchasers" (as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, for purposes Section 3(c)(7) of that Act) purchasing for their own accounts or for the accounts of qualified institutional buyers who are qualified purchasers. Copies of the certification and the offering documents can be obtained from the information agent, Global Bondholder Services Corporation, at 866-470-3700 or 212-430-3774.
    This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The consent solicitations and exchange offers are being made only pursuant to the offering memoranda dated December 20, 2004 and the related letters of transmittal and consent and only to such persons and in such jurisdictions as is permitted under applicable law.

    Williams, through its subsidiaries, primarily finds, produces, gathers, processes and transports natural gas. The company also manages a wholesale power business. Williams' operations are concentrated in the Pacific Northwest, Rocky Mountains, Gulf Coast, Southern California and Eastern Seaboard. More information is available at www.williams.com.

    CGMI is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended, and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended. It is a subsidiary of Citigroup Global Markets Holdings, Inc., which is a holding company that provides investment banking, securities and commodities trading, brokerage, asset management and other financial services through its subsidiaries. Citigroup Global Markets Holdings, Inc. is a subsidiary of Citigroup Inc.

    Portions of this release may constitute "forward-looking statements" as defined by federal law. Although CGMI believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the "safe harbor" protections provided under the Private Securities Litigation Reform Act of 1995.

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CONTACT: Citigroup Global Markets Inc. Danielle Romero-Apsilos, 212-816-2264

KEYWORD: NEW YORK INDUSTRY KEYWORD: BANKING SOURCE: Citigroup Global Markets Inc.

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