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:
February
16, 2006
(Date
of Earliest
Event Reported: February 14, 2006)
EL
PASO
CORPORATION
(Exact
name of
Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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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
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year
On
February 14, 2006,
our Board of Directors amended our By-laws to update and clarify certain
provisions thereof. Various provisions of the former By-laws
were
revised, reworded, reordered or supplemented with new provisions. These
amendments to our By-laws
include provisions
that:
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Set
the
annual meeting of the stockholders for the purpose of electing Directors
for the third Thursday of May, or at such other time or date as shall
be
fixed by resolution of the Board;
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Removed
references to the title of Vice Chairman of the Board, clarified
the
powers and duties of the Chairman of the Board and provided for the
notice
of Board meetings by electronic means;
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Provided
that
the Board may determine that any annual or special meeting, or any
adjournment of such a meeting, be held solely by means of remote
communication;
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Provided
that
notice, or waiver of notice, to stockholders of annual or special
meetings, may be made electronically;
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Clarified
that a majority of the aggregate voting power of the outstanding
shares of
stock constitutes a quorum at a meeting of stockholders and that
a
majority of the voting power is required for an act of the
stockholders;
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Revised
the
provisions governing the means by which a stockholder may authorize
another to act for such stockholder by proxy;
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Provided
that
stockholders and proxyholders may participate in a meeting of stockholders
by remote communication and access a list of stockholders
electronically;
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Clarified
the
responsibilities and discretionary authority of the presiding officer
at
any stockholder meeting;
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Revised
and
clarified the duties of the Executive and Governance & Nominating
Committees of the Board and the quorum provisions for Board
committees;
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Revised
the
description of the duties and responsibilities office of the Chief
Executive Officer;
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Clarified
the
provisions relating to the transfer of
stock;
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Revised
the
officer and director indemnification and advancement of expenses
provisions; and
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Added
a
provision related to prohibition of loans to officers unless allowed
by
applicable law and approved by the Board.
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The
foregoing is
merely a summary of the material amendments to the By-laws
and is
qualified in its entirety by the amended By-laws,
a copy of
which
is included
as Exhibit 3.B to this Form 8-K and incorporated into this Item 5.03 by
reference.
Item 7.01
Regulation FD Disclosure.
On
February 16, 2006,
our president and chief executive officer, Douglas L. Foshee will be making
a
presentation at the UBS Natural Gas & Electric Utilities Conference in New
York. The slide presentation may be accessed through our Web site at
www.elpaso.com. A copy of our press release is attached as Exhibit 99.A and
a
copy of certain slides containing information not previously disclosed is
attached at Exhibit 99.B. The information disclosed in this Item 7.01, and
the
exhibits listed under Item 9.01 of this Current Report on Form 8-K, are
furnished to comply with Regulation FD, but are not considered to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 and are not
subject to the liabilities of that section.
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
Number
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Description
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3.B
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By-Laws
of El
Paso Corporation as amended February 14, 2006.
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99.A
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Slides.
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99.B
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Press
Release
dated February 15, 2006.
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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.
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EL
PASO CORPORATION
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior
Vice President and Controller
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Dated: February
16, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.B
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By-Laws
of El
Paso Corporation as amended February 14, 2006.
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99.A
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Slides.
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99.B
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Press
Release
dated February 15,
2006.
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