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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Rule14a-6(e)(2))
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EL PASO CORPORATION
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(Name of Registrant as Specified in its Charter)
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NEWS [LOGO - EL PASO]
For Immediate Release
EL PASO CORPORATION RESPONDS TO FULL PAGE ADVERTISEMENT BOUGHT BY OSCAR
WYATT
HOUSTON, TEXAS, JUNE 9, 2003--El Paso Corporation (NYSE: EP) today
commented on a full-page advertisement bought by Oscar Wyatt in Sunday's
Houston Chronicle:
Although the past year and a half has been extremely difficult for our
shareholders, we cannot allow Wyatt's ad to purposely mislead them. El Paso
is focused on the future and is making steady progress to reduce its debt,
strengthen its balance sheet and enhance the value of the company for the
benefit of its shareholders, employees and customers.
Wyatt's ad is riddled with falsehoods and outrageous statements. While
posing as a savior for El Paso's shareholders and a champion of corporate
governance, Wyatt's actions speak much louder than does his paid
advertisement. We believe this letter is an example of Wyatt's seller's
remorse because he no longer controls Coastal.
Wyatt, who owns less than one percent of El Paso's common stock, has been
conducting a long-term campaign that we believe is designed to create
roadblocks to El Paso's progress and is counterproductive to restoring
shareholder value.
o Analysts have informed El Paso that Wyatt has confronted them
regarding positive statements that they have made about the
company in an effort to change their public views.
o Wyatt is currently acting as the lead plaintiff in a shareholder
lawsuit against El Paso.
o Wyatt has defaulted on payment of a debt of $2.5 million plus
interest that he owes to El Paso.
o Wyatt has engaged in a negative public letter-writing campaign
against El Paso.
Shareholders of El Paso should ask themselves whether these are the actions
of someone intent on increasing value for all shareholders, as Wyatt claims
in his advertisement.
While CEO of Coastal, Wyatt's activities included:
o A criminal guilty plea by Wyatt of knowingly and willfully
violating federal crude oil pricing regulations in connection
with 1975 sales of domestic and foreign crude oil by Coastal
subsidiaries
o A December 31, 1979 permanent injunction issued by the District
Court of Travis County, Texas that prohibits Wyatt from ever
owning any interests in certain former Coastal subsidiaries,
which El Paso acquired in 2000, in connection with Coastal's
failure to provide winter gas supplies under contracts with San
Antonio, Austin and various other Texas municipalities in the
1970s
o A series of greenmail transactions by Coastal in connection with
unsolicited bids for publicly traded companies, including Texas
Gas Resources, Pioneer Corp., Houston Natural Gas, and Sonat
o The issuance by Coastal of super-voting stock that had the effect
of concentrating voting power in the hands of Wyatt and Coastal
employee benefit plans that were controlled by Coastal management
o Maintaining a staggered board structure at Coastal that continued
for many years until El Paso eliminated it when El Paso acquired
Coastal in 2001. Shareholders should note that El Paso has never
had a staggered Board.
Shareholders of El Paso should ask themselves whether these are the actions
of someone committed to good corporate governance, as Wyatt claims in his
advertisement.
Here is another important question El Paso shareholders should be asking
about Oscar Wyatt: Why has Oscar Wyatt told representatives of El Paso that
he will be in control of El Paso if the Zilkha/Wyatt slate is elected?
The Board of Directors urges El Paso shareholders to vote FOR the election
of El Paso's slate of 12 highly qualified directors on El Paso's WHITE
proxy card, NOT sign the blue proxy card sent to you by Messrs. Zilkha and
Wyatt and DISCARD any blue proxy card they may send to you in the future.
Your vote is critical, no matter how many shares you own. Time is short as
the June 17 Annual Meeting is rapidly approaching.
El Paso shareholders who have any questions about voting their proxy or
need additional information about El Paso or the stockholders meeting,
please contact MacKenzie Partners, Inc. at (800) 322-2885 or visit El
Paso's Web site at www.elpaso.com.
El Paso Corporation is the leading provider of natural gas services and the
largest pipeline company in North America. The company has core businesses
in pipelines, production, and midstream services. Rich in assets, El Paso
is committed to developing and delivering new energy supplies and to
meeting the growing demand for new energy infrastructure. For more
information, visit www.elpaso.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements and projections, made in
reliance on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The company has made every reasonable effort to ensure
that the information and assumptions on which these statements and
projections are based are current, reasonable, and complete. However, a
variety of factors could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in this
release, including, without limitation, our ability to attract and retain
qualified members of the Board of Directors; the successful recruitment and
retention of a qualified CEO; the successful implementation of the 2003
operational and financial plan; the successful implementation of the
settlement related to the Western Energy Crisis; material and adverse
impacts from our proxy contest with Selim Zilkha/Oscar Wyatt; actions by
the credit rating agencies; the successful close of financing transactions;
our ability to successfully exit the energy trading business; our ability
to divest of certain non-core assets; changes in commodity prices for oil,
natural gas, and power; general economic and weather conditions in
geographic regions or markets served by El Paso Corporation and its
affiliates, or where operations of the company and its affiliates are
located; the uncertainties associated with governmental regulation;
political and currency risks associated with international operations of
the company and its affiliates; inability to realize anticipated synergies
and cost savings associated with restructurings and divestitures on a
timely basis; difficulty in integration of the operations of previously
acquired companies, competition, and other factors described in the
company's (and its affiliates') Securities and Exchange Commission filings.
While the company makes these statements and projections in good faith,
neither the company nor its management can guarantee that anticipated
future results will be achieved. Reference must be made to those filings
for additional important factors that may affect actual results. The
company assumes no obligation to publicly update or revise any
forward-looking statements made herein or any other forward-looking
statements made by the company, whether as a result of new information,
future events, or otherwise.
ADDITIONAL IMPORTANT INFORMATION
To the extent that individual customers, independent industry researchers,
financial analysts, or El Paso commissioned research are quoted in this
document, it is El Paso's policy to use reasonable efforts to verify the
source and accuracy of the quote. El Paso has not, however, sought or
obtained the consent of the quoted source to the use of such quote as proxy
soliciting material. This document may contain expressions of opinion and
belief. Except as otherwise expressly attributed to another individual or
entity, these opinions and beliefs are the opinions and beliefs of El Paso.
CONTACTS
Communications and Government Affairs
Norma F. Dunn, Senior Vice President
Office: (713) 420-3750
Fax: (713) 420-3632
Investor Relations
Bruce L. Connery, Vice President
Office: (713) 420-5855
Fax: (713) 420-4417
Alternate Contacts
Joele Frank/Dan Katcher
Office: (212) 355-4449
Fax: (212) 355-4554