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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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
EL PASO CORPORATION
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(Name of Registrant as Specified in its Charter)
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EL PASO CORPORATION ANNOUNCES SALE OF
EAST COAST POWER INTERESTS FOR $456 MILLION
HOUSTON, TEXAS, April 16, 2003--El Paso Merchant Energy, a business unit of
El Paso Corporation (NYSE:EP), today announced it executed an agreement to
sell all of the common interests in East Coast Power, L.L.C. to GS Linden
Power Holdings LLC, a subsidiary of The Goldman Sachs Group, Inc., for $456
million in cash. Approximately $600 million of non-recourse, project-level
debt will remain outstanding at East Coast Power, L.L.C. and its
subsidiaries. The sale is subject to customary closing conditions.
East Coast Power L.L.C. owns the natural gas-fired, 940-megawatt Linden
cogeneration facility located adjacent to Staten Island in Linden, New
Jersey. The facility supplies contracted power to the New York City market
and a local refinery. Merchant power is also supplied to the New York City
Zone J market and the PJM market. The sale of East Coast Power also
includes the rights to additional generation and transmission development
opportunities at the Linden site.
This sale supports El Paso's previously announced 2003 five-point business
plan, which includes exiting non-core businesses quickly but prudently, and
strengthening and simplifying the balance sheet while maximizing liquidity.
With this announcement, El Paso has now either closed or has non-core sales
under contract for approximately $2.2 billion for 2003, or approximately 63
percent of its asset sales goal of $3.4 billion for calendar year 2003.
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 production, pipelines, midstream services, and power. El Paso
Corporation, rich in assets and fully integrated across the natural gas
value chain, is committed to developing new supplies and technologies to
deliver energy. 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,
including an extension of our bank facilities; 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 website 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
at proxy@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.
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
Joele Frank, Wilkinson Brimmer Katcher
Office: (212) 355-4449
Fax: (212) 355-4554