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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: JANUARY 8, 2004
(DATE OF EARLIEST EVENT REPORTED: JANUARY 5, 2004)
EL PASO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-14365 76-0568816
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification number)
EL PASO BUILDING
1001 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
(713) 420-2600
(Registrant's telephone number,
including area code)
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Item 5. Other Events
On January 5, 2004, we entered into an Underwriting Agreement with J.P.
Morgan Securities Inc. and Deutsche Bank Securities Inc. relating to the
offering and sale (the "Offering") by El Paso of up to 8,790,436 shares of
common stock, par value $3.00 per share, of El Paso. On January 6, 2004, we
filed a Prospectus Supplement relating to the Offering, dated January 6, 2004,
to the Prospectus dated February 27, 2002 (the "Prospectus"), included as part
of the Registration Statement on Form S-3 of El Paso (File Nos. 333-82412,
333-82412-01 and 333-82412-02) (the "Registration Statement").
A copy of an agreement and opinion related to the Offering are attached
hereto and are incorporated by reference in their entirety into the Registration
Statement.
Item 7. Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated January 5, 2004, among El Paso and J.P.
Morgan Securities Inc. and Deutsche Bank Securities Inc. in connection
with the offer and sale of up to 8,790,436 shares of Common Stock.
5 Opinion of Locke Liddell & Sapp LLP regarding the legality of the
Common Stock.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: January 8, 2004 EL PASO CORPORATION
/s/ Jeffrey I. Beason
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Jeffrey I. Beason
Senior Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX
1 Underwriting Agreement, dated January 5, 2004, among El Paso and J.P.
Morgan Securities Inc. and Deutsche Bank Securities Inc. in connection
with the offer and sale of up to 8,790,436 shares of Common Stock.
5 Opinion of Locke Liddell & Sapp LLP regarding the legality of the
Common Stock.