As filed with the Securities and Exchange Commission on August 26, 2003.
__________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EL PASO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0568816
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1001 Louisiana Street
Houston, TX 77002
(Address of Principal (Zip Code)
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock ($3.00 par value) New York Stock Exchange
If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), please check the
following box. [x]
If this Form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check the
following box. [ ]
Securities Act registration statement file number to which
this Form relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the
Act: None
_________________________________________________________________
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment Number 1 to Registration Statement on Form 8-
A/A is being filed by El Paso Corporation, a Delaware corporation
(the "Company"), to amend and restate the description of its
common stock, par value $3.00 per share, and its preferred stock,
par value $0.01 per share, which classes of securities have been
registered by the Company pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended.
Item 1. Description of Registrant's Securities to be Registered.
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Common Stock
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The capital stock of the Company is its common stock, par
value $3.00 per share. The Company is authorized by its Amended
and Restated Certificate of Incorporation (the "Charter") to
issue up to 1,500,000,000 shares of common stock. The holders of
common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders.
Holders of common stock do not have the right to cumulate votes
in the election of directors. Subject to preferences that may be
applicable to any outstanding preferred stock, holders of common
stock are entitled to receive ratably dividends which are
declared by the Company's board of directors out of funds legally
available for such a purpose. In the event of the Company's
liquidation, dissolution, or winding up, holders of common stock
are entitled to share ratably in all assets remaining after
payment of liabilities and liquidation preference of any
outstanding preferred stock. Holders of common stock have no
preemptive rights and have no rights to convert their common
stock into any other securities. The common stock is not
redeemable. All of the outstanding shares of common stock are
fully paid and nonassessable upon issuance against full payment
of the purchase price. As of August 26, 2003, there were
600,504,215 shares of common stock outstanding.
Preferred Stock
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The board of directors, without any further action by the
Company's stockholders, is authorized to issue up to 50,000,000
shares of preferred stock, and to divide the preferred stock into
one or more series. The Board will fix by resolution or
resolutions any of the designations and the powers, preferences
and rights, and the qualifications, limitations, or restrictions
which are permitted by the General Corporation Law of the State
of Delaware of the shares of each such series. The issuance of
preferred stock may have the effect of delaying, deterring, or
preventing a change in control of El Paso. Preferred stock, upon
issuance against full payment of the purchase price therefor,
will be fully paid and nonassessable. The designations, powers,
preferences and rights, and the qualifications, limitations, or
restrictions of the preferred stock will vary depending on the
series, therefore reference to the certificate of designation
relating to that particular series of preferred stock should be
made for a complete description of terms. As of August 26, 2003,
there were no shares of preferred stock issued or outstanding.
Section 203 of the Delaware General Corporation Law
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The Company is a Delaware corporation subject to Section 203
of the Delaware General Corporation Law. Generally, Section 203
prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a
period of three years after the time of the transaction in which
the person became an interested stockholder, unless (1) prior to
such time, either the business combination or such transaction
which resulted in the stockholder becoming an interested
stockholder is approved by the board of directors of the
corporation, (2) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder,
the interested stockholder owns at least 85% of the outstanding
voting stock, or (3) at or subsequent such time, the business
combination is approved by the board of directors of the
corporation and by the affirmative vote at least 66 2/3% of the
outstanding voting stock that is not owned by the interested
stockholder. A "business combination" includes merger, asset
sales and other transactions resulting in a financial benefit to
the interested stockholder. An "interested stockholder" is a
person who, together with affiliates and associates, owns, or,
within three years, did own, 15% or more of the corporation's
outstanding voting stock.
El Paso's Restated Certificate of Incorporation and By-laws
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The following provisions in our charter or by-laws may make
a takeover of the Company more difficult:
* the Company's charter prohibits the taking of any action
by written stockholder consent in lieu of a meeting;
* the Company's by-laws provide that special meetings of
stockholders may be called only by a majority of the Board, the
Chairman of the Board, the Chief Executive Officer, the President
or the Vice Chairman of the Board; and
* the Company's by-laws establish an advance notice procedure
for stockholders to make nominations of candidates for election
as directors or to bring other business before an annual meeting
of stockholders.
Item 2. Exhibits.
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3.A Amended and Restated Certificate of Incorporation of El Paso
effective as of August 11, 2003 (incorporated by reference
to Exhibit 3.A of El Paso's Form 10-Q for the quarter ended
June 30, 2003).
3.B By-Laws of El Paso effective as of July 31, 2003
(incorporated by reference to Exhibit 3.B to El Paso's Form
10-Q for the quarter ended June 30, 2003).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: August 26, 2003 EL PASO CORPORATION
By: /s/ David L. Siddall
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David L. Siddall
Vice President,
Chief Governance Officer
and Corporate Secretary