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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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RELEASE:
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EL PASO CORPORATION ASKS SHAREHOLDERS TO REJECT ZILKHA PROPOSAL AND SUPPORT
Company's Business Plan Execution
HOUSTON, Feb. 18 -- El Paso Corporation (NYSE: EP) urged its
shareholders to reject the proposal announced today by Selim Zilkha seeking
the removal of the company's entire board of directors and the election of
himself and eight of his hand-picked representatives to the El Paso board
of directors at the company's annual meeting of shareholders. The company
reaffirmed its commitment to the execution of its business plan. El Paso
believes that Mr. Zilkha's decision to take such action at this time is
highly disruptive for the company.
El Paso's previously announced business plan is based upon five key
principles:
-- Preserving and enhancing the value of the company's core businesses
-- Exiting non-core businesses quickly, but prudently
-- Strengthening and simplifying the company's balance sheet while
maximizing liquidity
-- Aggressively pursuing additional cost reductions
-- Continuing to work diligently to resolve litigation and regulatory
matters
With respect to Mr. Zilkha, the company noted:
El Paso has consistently sought to engage Mr. Zilkha as a shareholder
in a dialogue including meetings with him and his advisors to address his
concerns. Mr. Zilkha has proposed removing all of El Paso's current
directors, whose years of experience and knowledge in our core businesses
is especially critical. In addition to focusing on executing its five-point
business plan, the company has: commenced a process for selecting a new CEO
to succeed William A. Wise; appointed Robert W. Goldman, former senior vice
president, finance and chief financial officer of Conoco Inc., as a
director; and is continuing in the process of adding additional independent
directors to its high quality board. In fact, the company offered Mr.
Zilkha the opportunity to participate in this process by submitting
candidates for nomination to the El Paso board. Despite the company's
efforts to reach out to Mr. Zilkha, he has rejected its proposals and
chosen to launch this counterproductive and disruptive proxy campaign.
Ronald L. Kuehn, Jr., El Paso's lead director, stated: "Given all the
recent actions by the company and our efforts to reach out to Mr. Zilkha,
we can only conclude that he is focused on punishing El Paso over the past
rather than constructively working with us to improve our future."
The company also noted that:
-- As a former member of the El Paso board, and later as an advisory
director of the company, Mr. Zilkha supported the strategic
decisions he is now criticizing.
-- Mr. Zilkha chose voluntarily to relinquish his role as an advisory
director, so as to be free from limitations on his personal sales
of company stock.
-- Mr. Zilkha is working with Oscar Wyatt on this proxy contest. Based
upon Mr. Wyatt's past history, his current adversarial relationship
with El Paso, and his ownership of a competing business, the
company believes that there are clear conflicts between Mr. Wyatt's
interests and those of our shareholders.
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 .
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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 and senior management; 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 mergers and acquisitions on a timely
basis; difficulty in integration of the operations of previously acquired
companies, competition, the successful implementation of the 2003 business
plan, 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. Shareholders of El Paso Corporation are
strongly advised to read El Paso's proxy statement relating to its 2003
annual meeting of shareholders when it becomes available, as it will
contain important information. Shareholders will be able to obtain this
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 . In addition, El Paso will mail, or
notify shareholders electronically of the availability and location of the
electronic version of the proxy statement if consent has been received, the
proxy statement to each shareholder of record on the record date to be
established for the shareholders' meeting. Copies of the proxy statement
and any amendments and supplements to the proxy statement will also be
available for free at El Paso's Internet website at www.elpaso.com or by
writing to El Paso Corporation, Investor Relations, PO Box 2511, Houston,
TX 77252.
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 Schedule 14A to be filed by El
Paso with the Securities and Exchange Commission.
To the extent that individual customers, independent industry
researchers, financial analysts, or El Paso commissioned research, are
quoted herein, 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.
CONTACT: Communications and Government Affairs, Norma F. Dunn, Senior
Vice President, +1-713-420-3750, or fax, +1-713-420-3632, or Investor
Relations, Bruce L. Connery, Vice President, +1-713-420-5855, or fax,
+1-713-420-4417, both of El Paso Corporation; or Joele Frank, or Dan
Katcher, +1-212-355-4449, for El Paso Corporation.