-------------------------------------------------------------------------------
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 [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
EL PASO CORPORATION
-------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------------
The following materials are included on El Paso's Corporations Website
[NEW] SHAREHOLDERS' MEETING
The 2003 Annual Shareholders' Meeting will be
held at the George R. Brown Convention Center in Houston at 2:00 pm on June
17, 2003. Learn more... [LINKED TO INFORMATION BELOW]
2003 ANNUAL SHAREHOLDERS' MEETING
[LINKED TO INFORMATION BELOW] definitive proxy statement (PDF, 357K)
[LINKED TO INFORMATION BELOW] five-point business plan
[LINKED TO INFORMATION BELOW] slate of nominees
letters to shareholders
[LINK] May 12, 2003 (PDF, 42K) [Previously filed]
[LINK] March 28, 2003 (PDF, 53K) [Previously filed]
investor presentation
Due to the large size of this PDF document, we
recommend that you right-click on the link and use the Save Target As...
feature to save the document to your PC, then view or print it locally.)
[LINK]Investor Presentation, June 2003 (PDF, 904K) [Previously filed]
press releases
[LINK] May 27, 2003, El Paso Corporation Sends Letter to
Shareholders: Urges Stockholders To Vote WHITE in Favor of Board's Nominees
[Previously filed]
[LINK] May 12, 2003, El Paso Corporation Mails Definitive Proxy Materials:
Urges Stockholders to Vote WHITE in favor of Board's Nominees [Previously
filed]
[LINK] April 7, 2003, El Paso Corporation Announces Slate For 2003 Annual
Meeting [Previously filed]
[LINK] March 11, 2003, El Paso Corporation Asks Shareholders to Reject
Zilkha Proxy Filing: Board Committed to Continuing the Significant Progress
Being Made on Execution of Business Plan [Previously filed]
[LINK] February 18, 2003, El Paso Corporation Asks Shareholders to Reject
Zilkha Proposal and Support Company's Business Plan Execution [Previously
filed]
EL PASO'S FIVE-POINT BUSINESS PLAN
El Paso Corporation has developed and is making excellent progress on a
five-point business plan for 2003 designed to address a volatile business
environment. With this plan, we are confident that the company is headed in
the right direction.
EL PASO IS COMMITTED TO:
PRESERVING AND ENHANCING THE VALUE OF OUR CORE BUSINESSES--natural gas
pipelines, production, and midstream. We will continue to invest
efficiently in these businesses to maintain their leadership
positions. Our capital expenditure plan reflects that commitment with
nearly 90 percent of 2003 capital devoted to our core businesses.
EXITING NON-CORE BUSINESSES QUICKLY, BUT PRUDENTLY. We are exiting the
energy trading business and aggressively working to liquidate our
remaining portfolio. In addition to the $3.9 billion of non-core
assets we sold in 2002, we plan to sell $3.4 billion of non-core
assets in 2003.
STRENGTHENING AND SIMPLIFYING THE BALANCE SHEET WHILE MAXIMIZING
LIQUIDITY. We have completed a number of financing transactions that
provide significant value to all our stakeholders by further improving
our liquidity position while simplifying and strengthening our balance
sheet. These transactions also provide us flexibility to aggressively
reduce our leverage with cash flow from operations and the proceeds
from our asset sales program. In addition to our financing activities,
we reduced capital expenditures substantially to $2.6 billion for
2003, a decrease of 35 percent from 2002 levels and a 54-percent
decrease from 2001. Finally, we announced a reduction in our common
stock dividend to $.16 per share annually. While this decision was
difficult for the board of directors, the reduction will provide us
with approximately $425 million in cash per year and reduce our
balance sheet leverage by more than 1.5 percentage points per year.
AGGRESSIVELY PURSUING ADDITIONAL COST REDUCTIONS. In 2002, we achieved
our goal of $300 million in cost reductions. For 2003, we have
targeted $150 million in cost reductions, and we are targeting at
least $250 million of additional pre-tax cost savings and business
efficiencies by the end of 2004. To achieve these goals, we have
launched a company-wide initiative to develop--from the ground up--a
cost structure that will be in line with what we are going to be--not
what we were.
CONTINUING TO WORK DILIGENTLY TO RESOLVE LITIGATION AND REGULATORY
MATTERS FACING THE COMPANY. We reached an agreement in principle to
resolve the principal litigation and claims against us relating to the
sale or delivery of natural gas and electricity in the Western United
States from September 1996 to the present. This settlement is a milestone
that removes significant market uncertainties surrounding the company. It
is subject to the negotiation of definitive settlement documents and
review and approval by the courts and the Federal Energy Regulatory
Commission.
Although much remains to be done, we have made significant progress on our
business plan. The board and management of El Paso will continue to be
strong, focused, and flexible as we implement this plan.
EL PASO'S SLATE OF NOMINEES
We have announced an exceptional slate of director
nominees to be voted on at the company's annual meeting
in June 2003. El Paso's 12 Board nominees are:
o John M. Bissell - Chairman of the Board,
BISSELL Inc. [bio]
o Juan Carlos Braniff - Vice Chairman, Grupo
Financiero BBVA Bancomer [bio]
o James L. Dunlap - Business Consultant; Former
Vice Chairman, President and Chief Operating
Officer of Ocean Energy/United Meridian
Corporation [bio]
o Robert W. Goldman - Business Consultant;
Former Senior Vice President, Finance and
Chief Financial Officer of Conoco Inc. [bio]
o Anthony W. Hall, Jr. - City Attorney, City of
Houston, Texas [bio]
o Ronald L. Kuehn, Jr. - Chairman and Chief
Executive Officer, El Paso Corporation [bio]
o J. Carleton MacNeil, Jr. - Financial
Consultant, Securities and Investment
Brokerage [bio]
o Thomas R. McDade - Senior Partner, McDade
Fogler Maines, L.L.P. [bio]
o J. Michael Talbert - Chairman of the Board,
Transocean Inc. [bio]
o Malcolm Wallop - Chairman, Western Strategy
Group [bio]
o John Whitmire - Chairman of the Board, CONSOL
Energy, Inc. [bio]
o Joe B. Wyatt - Chancellor Emeritus,
Vanderbilt University [bio]
BIOGRAPHICAL INFORMATION
JOHN M. BISSELL
Director since 2001
Chairman of the Board, BISSELL Inc.,
Grand Rapids, Michigan - Floor Care Appliance and Detergent
Manufacturer
Age - 72
Lead Director
Member - Audit Committee
Member - Compensation Committee
Mr. Bissell served as a director of The Coastal
Corporation from 1985 to January 2001. During the past
five years, Mr. Bissell has been the Chairman of the
Board of BISSELL Inc. He has served in various
executive capacities at BISSELL Inc. since 1966. Mr.
Bissell served as a director of American Natural
Resources Company, parent holding company of ANR
Pipeline Company, from May 1983 to June 1996, at which
time there was a reduction in the number of directors
and he did not stand for re-election.
top of page
-----------
JUAN CARLOS BRANIFF
Director since 1997
Vice Chairman, Grupo Financiero BBVA Bancomer
Mexico City, Mexico - Commercial Banking Institution
Age - 45
Chairman - Audit Committee
Member - Finance Committee
Mr. Braniff has served as Vice Chairman of Grupo
Financiero BBVA Bancomer since October 1999. He served
as Deputy Chief Executive Officer of Retail Banking
from September 1994 to October 1999. He served as
Executive Vice President of Capital Investments and
Mortgage Banking from December 1991 to September 1994.
Mr. Braniff is currently a member of the board of
directors of Fomento Economico Mexicano, S.A. de C.V.
and Coca Cola FEMSA, S.A. de C.V.
top of page
-----------
JAMES L. DUNLAP
Director since 2003
Business Consultant
Age - 65
Member - Compensation Committee
Member - Governance Committee
Mr. Dunlap served as Vice Chairman, President and Chief
Operating Officer of Ocean Energy/United Meridian
Corporation from 1996 to 1999. He was responsible for
exploration and production and the development of the
international exploration business. For 33 years prior
to that date, Mr. Dunlap served Texaco, Inc. in various
positions, including Senior Vice President, President
of Texaco USA, President and Chief Executive Officer of
Texaco Canada Inc. and Vice Chairman of Texaco Ltd.,
London. Mr. Dunlap is currently a member of the Board
of Directors of Massachusetts Mutual Life Insurance
Company and a member of the corporation of Woods Hole
Oceanographic Institution.
top of page
-----------
ROBERT W. GOLDMAN
Director since 2003
Business Consultant
Age - 60
Chairman - Finance Committee
Member - Audit Committee
Mr. Goldman's primary occupation has been as a business
consultant since October 2002. He served as Senior Vice
President, Finance and Chief Financial Officer of
Conoco Inc. from 1998 to 2002 and Vice President,
Finance from 1991 to 1998. For more than five years
prior to that date he held various executive positions
with Conoco Inc. and E.I. Du Pont de Nemours & Co.,
Inc. Mr. Goldman was also formerly Vice President and
Controller of Conoco Inc. and Chairman, Accounting
Committee, American Petroleum Institute.
top of page
-----------
ANTHONY W. HALL, JR.
Director since 2001
City Attorney, City of Houston, Texas
Age - 58
Member - Governance Committee
Member - Finance Committee
Mr. Hall served as a director of The Coastal
Corporation from August 1999 until January 2001. Mr.
Hall has been City Attorney of the City of Houston
since March 1998 and prior to that was a partner in the
law firm of Jackson Walker, LLP.
top of page
-----------
RONALD L. KUEHN, JR.
Director since 1999
Chairman of the Board and Chief Executive Officer,
El Paso Corporation
Houston, Texas - Diversified Energy Company
Age - 68
Mr. Kuehn has been Chairman of the Board and Chief
Executive Officer since March 2003. From September 2002
to March 2003, Mr. Kuehn was the Lead Director of El
Paso. From January 2001 to March 2003, he was a
business consultant. Mr. Kuehn served as non-executive
Chairman of the Board of El Paso from October 25, 1999
to December 31, 2000. Mr. Kuehn served as President and
Chief Executive Officer of Sonat Inc. from June 1984
until his retirement on October 25, 1999. He was
Chairman of the Board of Sonat Inc. from April 1986
until his retirement. He is a director of AmSouth
Bancorporation, Praxair, Inc. and The Dun & Bradstreet
Corporation.
top of page
-----------
J. CARLETON MACNEIL, JR.
Director since 2001
Financial Consultant.
Age - 68
Member - Audit Committee
Member - Governance Committee
Mr. MacNeil served as a director of The Coastal
Corporation from 1997 until January 2001. During the
past five years, Mr. MacNeil's occupation has been
securities brokerage and investments. Mr. MacNeil
served as a director of American Natural Resources
Company, parent holding company of ANR Pipeline Company
from August 1993 until June 1996, at which time there
was a reduction in the number of directors and he did
not stand for re-election.
top of page
-----------
THOMAS R. MCDADE
Director since 2001
Senior Partner, McDade Fogler Maines, L.L.P.
Houston, Texas - Law Firm
Age - 70
Member - Finance Committee
Mr. McDade served as a director of The Coastal
Corporation from 1993 until January 2001. During the
past five years, Mr. McDade has been the Senior Partner
at the law firm of McDade Fogler Maines, L.L.P.,
Houston, Texas. He was with the Fulbright & Jaworski
law firm for 30 years and became a partner in 1971 and
Senior Partner and a member of the Senior Advisory
Committee of that firm in 1989. Mr. McDade was a member
of the Board of Directors of Equity Corporation
International, and served on its Compensation Committee
until its merger into Service Corporation International
in January 1999.
top of page
-----------
J. MICHAEL TALBERT
Director since 2003
Chairman of the
Board, Transocean Inc.
Houston, Texas - Offshore Drilling Company
Age - 56
Member - Compensation Committee
Member - Finance Committee
Mr. Talbert has been Chairman of the Board of
Transocean Inc. since October 2002. He served as Chief
Executive Officer of Transocean Inc. and its
predecessor companies from 1994 until October 2002, and
has been a member of its Board of Directors since 1994.
He served as President and Chief Executive Officer of
Lone Star Gas Company from 1990 to 1994. He served as
President of Texas Oil & Gas Company from 1987 to 1990,
and served in various positions at Shell Oil Company
from 1970 to 1982. Mr. Talbert is a past Chairman of
the National Ocean Industries Association and a member
of the University of Akron's College of Engineering
Advancement Council.
top of page
-----------
MALCOLM WALLOP
Director since 1995
Chairman, Western Strategy Group
Arlington, Virginia - Political Foundation
President, Frontiers of Freedom Foundation
Arlington, Virginia - Consulting Group
Age - 70
Chairman - Governance Committee
Member - Audit Committee
Mr. Wallop became Chairman of Western Strategy Group in
January 1999, and has been President of Frontiers of
Freedom Foundation since January 1996. For eighteen
years prior to that date, Mr. Wallop was a member of
the United States Senate. He is a member of the Board
of Directors of Hubbell Inc. and Sheridan State Bank.
top of page
-----------
JOHN WHITMIRE
Director since 2003
Chairman of the Board, CONSOL Energy, Inc.
Pittsburgh, Pennsylvania - Multifuel Energy Provider
and Energy Service Provider
Age - 62
Member - Compensation Committee
Mr. Whitmire has been chairman of CONSOL Energy, Inc.
since March 1999. He has served as Chairman and CEO of
Union Texas Petroleum Holdings, Inc. from 1996 to 1998,
and spent over 30 years serving Phillips Petroleum
Company in various positions including Executive Vice
President of Worldwide Exploration and Production from
1992 to 1996 and Vice President of North American
Exploration and Production from 1988 to 1992. He also
served as a member of the Board of Directors of
Phillips Petroleum Company from 1994 to 1996. He is a
member of the Board of Directors of GlobalSantaFe.
top of page
-----------
JOE B. WYATT
Director since 1999
Chancellor Emeritus, Vanderbilt University
Nashville, Tennessee - Higher Education
Age - 67
Chairman - Compensation Committee
Member - Governance Committee
Mr. Wyatt has been Chancellor Emeritus of Vanderbilt
University since August 2000. For more than five years
prior to that date, he served as Chancellor, Chief
Executive Officer and Trustee of Vanderbilt University.
From 1994 until October 1999, Mr. Wyatt was a director
of Sonat Inc. He is a member of the Board of Directors
of Ingram Micro, Inc. and Hercules, Inc.
top of page
-----------