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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 [ ]
Check the appropriate box:
[ ] 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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials:
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Exchange Act Rule 0-11(a)(2) and identify the filing for which
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and the date of its filing.
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Q&A'S POSTED ON EL PASO'S STRAIGHT TALK INTRANET WEBSITE ON MARCH 25, 2003.
The following Q&As were posted on El Paso's Straight Talk Intranet Website
on March 25, 2003. Each Q&A contains a link to the legends, "CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS"and "ADDITIONAL IMPORTANT
INFORMATION", as provided here below.
ACCORDING TO RECENT CORPORATE STATEMENTS, EL PASO'S CREDIT RATING DOWNGRADE
BY MOODY'S (2/11/03) WAS DUE TO AN ERRONEOUS DEBT-TO-TOTAL CAPITAL RATE
CALCULATION PERFORMED BY A MOODY'S ANALYST. AN ARTICLE BY BLOOMBERG STATED
THAT EL PASO'S CFO REVIEWED THE CALCULATION BEFORE THE DOWNGRADE WAS
PUBLISHED. DID EL PASO'S CFO REVIEW AND ACCEPT THE MOODY'S CALCULATION?
It is standard practice for a company to review proposed press releases
from the credit ratings agencies before they are issued, and El Paso's CFO
did review the Moody's release before it was finalized. Unfortunately, the
release contained a vaguely worded statement that was incorrectly
interpreted by the media as meaning that our debt to capitalization on
December 31, 2002--as calculated under the terms of our bank
agreements--was 73 percent. This is not the case. Our agreements with the
banks contain a maximum debt to capitalization ratio of 70 percent, and El
Paso's debt to capitalization at year-end was roughly 61 percent.
I DO NOT OWN ANY EL PASO STOCK IN MY 401(K) OR ELSEWHERE; HOWEVER, I DO
HAVE STOCK OPTIONS. WILL THOSE OPTIONS ENTITLE ME TO VOTE AT THE
SHAREHOLDER MEETING?
No. Stock options provide you with the opportunity to purchase shares at a
fixed price during a certain period of time, but they do not carry
ownership or voting rights. Only common stock actually owned--either
directly or indirectly (such as in the company's 401(k) plan)--on the
annual meeting record date (which has not yet been set) carries voting
rights.
ARE THERE PLANS TO SPIN OFF EL PASO PRODUCTION COMPANY AS A SEPARATE,
PUBLICLY OWNED COMPANY?
As announced on February 5, 2003, production is one of the core businesses
whose value El Paso plans to preserve and enhance. El Paso is dedicating 87
percent of its capital expenditures in 2003 to pipelines and production.
There are no current plans to spin off El Paso's Production Company, but
management will continue to look at all the possibilities to make sure that
the underlying value of all of our assets is maximized for our
shareholders. An initial public offering of stock for El Paso Production
Company is an option that could be explored.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Web site 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 on this
site, including, without limitation, our ability to attract and retain
qualified members of the Board of Directors and senior management; the
successful recruitment and retention of a qualified CEO; the successful
implementation of the 2003 operational and financial plan; actions by the
credit rating agencies; the successful close of financing transactions; our
ability to successfully exit the energy trading business; the successful
implementation of the settlement relating to the western energy crisis;
receipt of all necessary judicial and regulatory approvals of this
settlement; 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 does not have an obligation to update the cautionary
statement on Straight Talk as information and assumptions regarding El
Paso's business and the market change.
ADDITIONAL IMPORTANT INFORMATION
Prior to its 2003 annual meeting, El Paso will furnish to its shareholders
El Paso's definitive proxy statement relating to this meeting, together
with a WHITE proxy card. Shareholders are strongly advised to read this
proxy statement when it becomes available, as it will contain important
information.
Shareholders will be able to obtain El Paso's 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 proxy statement and any amendments and
supplements to the proxy statement will also be 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 the proxy materials may be requested by contacting our
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 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.
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 filed by El Paso with the
Securities and Exchange Commission on February 18, 2003, as amended by a
Schedule 14A filed by El Paso on March 18, 2003.