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: May
12, 2006
(Date
of Earliest Event Reported)
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))
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Item 8.01
Other Events.
We
have reached an
agreement to settle a shareholder derivative action filed in Texas state
court against us and certain of our current and former officers and directors
that is styled John Gebhardt and Marilyn Clark v. Allumbaugh, et
al. On May 12, 2006, the District Court of Harris County, Texas,
295th
Judicial District
issued an Order setting the hearing date for final approval of the terms
of the
settlement at 11:00 a.m. on June 26, 2006. The Order also approved the form
of
notice to shareholders. The full notice to shareholders, which is attached
to
this Current Report on Form 8-K as Exhibit 99.A, is incorporated herein by
reference and provides details regarding the hearing, the lawsuit and the
settlement. The terms of the settlement include a $16,750,000 payment to
us from
insurers under the directors and officers liability insurance program which
will
be used for our benefit to pay related legal costs and for other corporate
purposes. We have also made enhancements to our corporate governance practices
as part of the settlement.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.A
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Notice
of
Settlement of Shareholder Derivative Action.
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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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(Principal
Accounting Officer)
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Dated: May
19, 2006
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.A
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Notice
of
Settlement of Shareholder Derivative
Action.
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