UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 24, 2003
(Date of Earliest Event Reported: April 23, 2003)
EL PASO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-14365 76-0568816
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 420-2600
Item 5. Other Events
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In an analyst meeting on April 23, 2003, in response to
analyst questions, management of El Paso Corporation (the
"Company") indicated that the Company is considering additional
possible asset sale transactions. These transactions are not
reflected in the Company's 2003 operational and financial plan and
are not reflected in the $3.4 billion non-core asset sale program
for 2003 previously announced by the Company. The additional
possible asset sales include the possible sale of the Company's
Aruba refinery, the possible sale of the Company's
telecommunications business, and the possible sale of additional
power assets. There can be no assurance that any of these
additional possible asset sales will occur, or as to the timing or
terms of any such transactions, if completed.
Cautionary Statement Regarding Forward-Looking Statements
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This Current Report 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
On April 9, 2003, El Paso Corporation filed a preliminary
proxy statement relating to its 2003 annual meeting with the
Securities and Exchange Commission. Prior to the annual
meeting, El Paso will furnish a definitive proxy statement
to its shareholders, together with a WHITE proxy card.
Shareholders are strongly advised to read El Paso's proxy
statement as it contains important information.
Shareholders may obtain a copy of El Paso's preliminary
proxy statement, any amendments or supplements to the proxy
statement and any other documents filed by El Paso with the
Securities and Exchange Commission for free at the Internet
Web site maintained by the Securities and Exchange
Commission at www.sec.gov. Copies of the preliminary proxy
statement and any amendments and supplements are available
for free at El Paso's Internet Web site at www.elpaso.com or
by writing to El Paso Corporation, Investor Relations, P.O.
Box 2511, Houston, TX 77252. In addition, copies of El
Paso's proxy materials may be requested by contacting El
Paso's proxy solicitor, MacKenzie Partners, Inc. at (800)
322-2885 Toll-Free or by email atproxy@mackenziepartners.com.
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.
Information regarding the names, affiliation and interests
of individuals who may be deemed participants in the
solicitation of proxies of El Paso's shareholders is
contained in El Paso's preliminary proxy statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
EL PASO CORPORATION
By: /s/ Jeffrey I. Beason
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Jeffrey I. Beason
Senior Vice President
and Controller
(Principal Accounting Officer)
Dated: April 24, 2003