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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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[X] No fee required
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[ ] 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
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and the date of its filing.
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El Paso
Investor Meetings
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April 2003
Cautionary Statement Regarding Forward-looking Statements
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This presentation 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
presentation, including, without limitation, the successful
implementation of the 2003 business plan; the successful
implementation of the settlement related to the western
energy crisis; actions by credit rating agencies; our
ability to attract and retain qualified members of the Board
of Directors and senior management; our ability to divest of
certain non-core assets; material and adverse impacts from
our proxy contest with Selim Zilkha/Oscar Wyatt; 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; 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
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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.
El Paso has made significant progress on its operational and
financial plan
Progress to Date
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* Completed or signed asset sales of more than $2.2
billion; more than 63% of the company's goal of $3.4
billion for 2003
* Substantially reduced capex to $2.6 billion;
35% decrease from 2002
* Sold our European natural gas trading book
* Completed $1.9 billion of financings
* Reached an agreement in principle resolving the
principal litigation and claims relating to the sale or
delivery of natural gas and/or electricity in the
Western U.S.
Next Steps
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* The Board of Directors has formed a long- range
planning committee to ensure that El Paso maximizes all
opportunities inherent in its core businesses
* Undertaking top-to-bottom analysis to achieve
substantial further cost reductions and design most
cost-efficient structure possible for our businesses
* Targeting at least $250 MM of additional
pre-tax cost savings and business efficiencies beyond
$150 MM previously announced by the end of 2004
- Expected from corporate expense reductions and
budgeted cost savings and revenue enhancements
at business unit level.
Financial Progress
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* Refinanced both the Clydesdale and Trinity River
preferred interests of consolidated subsidiaries and
restructured the related cash restrictions
* Issued $700 MM in senior unsecured notes at Southern
Natural Gas Company and
ANR Pipeline Company
* Issued $1.2 billion 2-year term loan secured by certain
of the company's natural gas and oil properties
* Repaid the $1 billion Limestone Notes in March
* Extended the maturity of our $3 billion revolving
credit facility through mid-year 2005
$3 Billion Bank Facility Details
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* Secured by equity interests in:
-- TGP -- ANR Storage
-- EPNG -- Bear Creek Storage
-- ANR -- EPN common units
-- WIC -- 2nd lien on CIG and E&P
assets under term loan
* Pledged interests secure the $3 billion revolving
credit bank facility, the $1 billion revolving credit
bank facility, and approximately $1 billion of various
other financings
$3 Billion Bank Facility Details
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* Rate: Libor + 350 Bps; 75 Bps undrawn
* $1.5 billion of letter of credit capacity
* Expires June 30, 2005
* 75% debt/capital limit
* TGP and EPNG will no longer be guarantors after 120
days and certain other conditions are met
* Mandatory repayment requirements only reach to
security provided to the banks
Production
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El Paso Production Company is
the industry leader in deep drilling.
In 2002, El Paso was the most active driller in the United States.
Its three core areas are south Texas and the Texas coastal plains,
the deep shelf play in the Gulf of Mexico, and
coalbed methane development.
El Paso possesses one of the industry's largest inventories
of drilling prospects
South Texas Drilling Inventory Continues to Expand
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[Graphic of South Texas Drilling]
Pueblo
Proved: 80 Bcfe
Probable: 70 Bcfe
North Monte Christo
Original: 550 Bcfe
Current: 1,416 Bcfe
Probable: 300 Bcfe
South East McCook
Proved: 51 Bcfe
Probable: 30 Bcfe
Samano
Proved: 134 Bcfe
Probable: 50 Bcfe
Stratton
Proved: 47 Bcfe
Probable: 60 Bcfe
Santa Fe Ranch
Proved: 250 Bcfe
Probable: 50 Bcfe
Jeffress Field
Original: 600 Bcfe
Current: 1,400 Bcfe
Probable: 200 Bcfe
Trend Totals
Proved: 3,378 Bcfe
Probable: 750 Bcfe
Total: 4,128 Bcfe
A New South Texas Vicksburg Trend is Emerging
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[Graphic of Vicksburg Fairway]
Jarita Lake
265 Bcfe Potential
Los Indios
325 Bcfe Potential
Sal del Rey
480 Bcfe Potential
North Monte Christo
500 Bcfe Potential
Callo de Grullo
150 Bcfe Potential
May
100 Bcfe Potential
15,400', 262' Pay
Anschutz/Yturria
New Well 7 MMcf/d
40 Bcfe Potential
Mesa del Ray
200 Bcfe Potential
Cascabel
265 Bcfe Potential
Discovery at 16,500'
Drilling to 22,000
** Proposed Locations
Upper Gulf Coast Wilcox Discoveries
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[Graphic of Upper Gulf Coast]
Trend Total
Proved: 309 Bcfe
Probable: 501 Bcfe
Total: 810 Bcfe
Ryan/SW Speaks
Proved: 30 Bcfe
Probable: 141 Bcfe
Deepest well in Lavaca Co.-19,375'
Completing at 18,900
Hope
Proved: 19 Bcfe
Probable: 68 Bcfe
McCaskill
Proved: 24 Bcfe
Probable: 200 Bcfe
Southwest Bonus
Proved: 111 Bcfe
Probable: 20 Bcfe
Dry Hollow
Proved: 125 Bcfe
Probable: 72 Bcfe
Deep Shelf Gulf of Mexico (Below 15,000') 60 Prospects in
Inventory
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[Graphic of Texas/Louisiana Coast]
* 67% success rate since 2000
* Average IP 42.4 MMcf/d and 2,749 Bbl/d
* Average reserves/well 33.3 Bcfe
Recent Deep Shelf Discoveries
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Depth Net Pay
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EC 81
Testing 18.0 MMcf/d; 500 Bc/d at 14,398' 63'
5,500 psi
Browning (HI 115) 19,800' 85'
Drilling to 22,000'
Blue Devils (ST 212) 17,116' 78'
Estimated capacity 80 MMcf/d
Jim Bob Mountain 20,090' 113'
Restricted test 14.5
MMcf/d;1,250 Bc/d at 13,670 psi
Estimated capacity 60 MMcf/d
EPPC is Developing a New Deep Play in British Columbia:
Bubbles
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[Graphic of British Columbia]
225,000 net acres
under lease
Canadian Drilling Activity
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Prospect Net Pay
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* Bubbles area
- d-47-a: Producing 25 MMcf/d at 2,800 psi.
Limited by plant capacity; estimated
deliverability 40 MMcf/d 140'
- c-40-a: Prep to test. Estimated
deliverability 50 MMcf/d 160'
- b-29-a: Prep to test. Estimated 20'
deliverability 5 Mmcf/d
* Sundown
- d-85-g: Tested 10 MMcf/d at 1,300 psi. 20'
Waiting on pipeline
- c-83-g: Tested 20 MMcf/d at 1,300 psi.
Waiting on pipeline 25'
- c-86-g: Tested 5 MMcf/d at 1,300 psi.
Waiting on pipeline 15'
* Lynx
- 4-2-61-9W6: Tested 15 MMcf/d at 2,200
psi. Waiting on pipeline 30'
Anticipated maximum capacity at year-end 2003 145 MMcf/d
Pipeline Group
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El Paso has North America's leading
natural gas franchise with the strongest group of interstate
pipeline assets.
The Pipeline Group is positioned for continued strong
performance and growth through increased connectivity,
strategic pipeline expansions, and financially disciplined
and safe operations
North America's Premier Pipeline Franchise
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[Graphic of United States]
Great Lakes Gas Transmission (50%)
2,100 miles; 3 Bcf
Colorado Interstate Gas
5,200 miles; 5 Bcf
ANR Pipeline
10,600 miles; 6 Bcf
Portland Natural Gas Transmission (30%)
300 miles; .2 Bcf
Tennessee Gas Pipeline
14,200 miles; 6 Bcf
Elba Island LNG
4 Bcf
Florida Gas Transmission (50%)
4,800 miles; 2 Bcf
Southern Natural Gas
8,200 miles; 3 Bcf
El Paso Natural Gas
10,400 miles; 5 Bcf
Strong System Fundamentals
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* Leading assets
- Strongest group of pipeline assets
- Premier markets and supply access
* Outstanding performance
- Safe, efficient, reliable, and environmentally-sound
operations
- SNG, Elba Island, FGT, PNGTS, GLGT, CIG, WIC, and
Mojave essentially fully contracted at or near full tariff rates
- EPNG essentially fully contracted at or near full
tariff rates prior to Enron bankruptcy and capacity re-allocation
- Successful re-contracting on Tennessee Gas Pipeline and
ANR Pipeline
* Value
- Favorable macro trends
- Growth opportunities
Value Drivers
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* Customer relations
* Connectivity
* Weather
* Cost control
Strategies
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* New connections to growing markets
-- New England -- Georgia
-- New York -- South Carolina
-- Mexico -- Ohio
-- Alabama -- Florida
* Supply connectivity
Connection to new sources
* Targeted deep water hubs
* Northern Rocky Mountains
* Bahama LNG
* Elba Island LNG
* Scotian Shelf-Blue Atlantic
* Artic gas "B to C"
New connections to traditional sources
* Gulf of Mexico
* Canadian sources
Major Expansion Opportunities
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[Graphic Map of the United States]
CIG Medicine Bow Expansion
April 2004
205 MMcf/d
CIG Cheyenne Plains Expansion
August 2005
540 MMcf/d
ANR Westleg Expansion
November 2004
220 MMcf/d
TGP Northeast ConneXion
November 2005
150 MMcf/d
SNG South System I & II
2002/2004 phased-in
666 MMcf/d
SNG Elba Island Expansion
March 2006
3.5 Bcf
Seafarer Pipeline
2005/2006 phased-in
1,000 MMcf/d
TGP South Texas
Expansion (Rio Bravo)
September 2003
320 MMcf/d
EPNG Line 2000
Power Up
July 2004
320 MMcf/d
Summary
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* El Paso's outlook is steadily improving
- Asset sale program on schedule
- Significant financing milestones achieved
- Liquidity much improved
- Core businesses performing well
* Longer-term, natural gas fundamentals are compelling
- El Paso's pipelines will benefit from push for
infrastructure development
- Production company's deep drilling expertise delivering
excellent results; successful technology transfers to new
areas
- EPN will be a major participant in Gulf of Mexico
infrastructure development
* El Paso is committed to increasing shareholder value
Proxy Contest
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El Paso is Nominating a Strong Board
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* Process designed to ensure continuity while effecting
measured change in composition of our Board of
Directors
* Added four directors with outstanding backgrounds and
substantial management expertise in the energy industry
* Combined expertise of our nominees and the mix of new
directors with directors with detailed knowledge of El
Paso will create a Board of Directors that is
particularly well equipped to help us achieve our long-
term goals
* Three directors are not standing for re-election:
Messrs. Allumbaugh, Gibbons, and Wise
* All but one of our nominees are independent
El Paso is Nominating a Strong Board
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* 11 of our nominees have substantial experience serving
on public company boards, based on years of directorship
service and number of boards
* 5 have extensive management and operating experience
in the energy industry
* 4 are prior Coastal board members and 2 are prior
Sonat board members
* 4 hold or have held the position of Chairman,
President, or CEO of a NYSE company
* El Paso's board nominees have operating experience at
more than a dozen energy companies, including Conoco,
CONSOL, Lone Star Gas, Ocean Energy, Phillips, Shell,
Sonat, Texaco, Transocean, Union Texas Petroleum, and
United Meridian
Corporate Governance
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El Paso's corporate governance
policies meet or exceed all
requirements of Sarbanes-Oxley,
SEC, and NYSE regulations
Board of Directors
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* All of the company's non-management Directors (11 out
of 12 nominees) meet NYSE independence standards
* El Paso Directors cannot serve on the boards of more
than 4 other public companies
* Directors are required to attend a full day program of
continuing board education at least once every 2 years
* Company has a mandatory age limit that precludes
Directors standing for re-election in the year
following their 73rd birthday
* El Paso has adopted minimum stock ownership
requirements for Directors and executive officers
Lead Director
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* Since September 2002, El Paso has had a Lead Director
to lead executive sessions of the Board of Directors
* The Board of Directors regularly meets in executive
session without any member of management present-John
Bissell recently named as Lead Director
Committees
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* Audit committee consists solely of Directors who meet
the heightened audit committee independence
requirements and NYSE's financial literacy standards,
and includes a "financial expert"
* Audit Committee members cannot serve on more than two
other public company audit committees
* Company's compensation and governance committees
consist solely of independent Directors
* Compensation committee now consists of Bissell and
Wyatt plus new Directors Whitmire, Dunlap, and Talbert
* Each committee is authorized to engage its own
advisors and counsel
* Company's corporate governance guidelines and the
committee charters reflecting its NYSE-required and other
governance policies are publicly available
Pro Shareholder Takeover Profile
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* No staggered Board of Directors
* No rights plan or "poison pill"
* El Paso proposes to eliminate its "Fair Price"
supermajority charter provision at this year's annual
meeting
Zilkha/Wyatt Proxy Contest
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EL PASO SOUGHT TO AVOID THIS PROXY CONTEST:
* Consistently sought to engage Mr. Zilkha in dialogues
to address his concerns, including meetings with him
and his advisors
* Offered Mr. Zilkha the opportunity to submit candidates
for nomination to the Board of Directors
* Despite these efforts, Mr. Zilkha rejected the
company's proposals and chose to launch the
Zilkha/Wyatt proxy campaign
Zilkha/Wyatt Proxy Contest
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MR. ZILKHA IS NOT FOCUSED ON THE
COMPANY'S FUTURE
* Criticized strategic decisions which El Paso's Board approved
while Zilkha was serving as a director or advisory
director of the Company
* During Zilkha's service as a director from October 1999
until January 2001 he voted in favor of all board decisions
and as an advisory director from January 2001 until June
2002, Zilkha did not dissent from any board decision
* Voluntarily chose to relinquish his role as an advisory
director to be free from limitations on his personal
sales of El Paso stock
Zilkha/Wyatt Proxy Contest
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* Zilkha/Wyatt have not provided a business plan upon
which to elect their nominees
* Zilkha has admitted he does not have the information to
develop a detailed business plan or strategy, and that
it would be inappropriate for him to do so
* Zilkha/Wyatt have proposed the unconventional step of
having a committee of 4 of their nominees run El Paso
on a day-to-day basis until a CEO is hired
Zilkha/Wyatt Proxy Contest
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EL PASO BELIEVES THE INTERESTS OF OSCAR WYATT CONFLICT
WITH THE INTERESTS OF THE COMPANY'S SHAREHOLDERS
* Oscar Wyatt is working closely with Mr. Zilkha and
sharing the costs of the proxy contest
* Mr. Wyatt is the lead plaintiff in a shareholder suit
against El Paso
* Mr. Wyatt is the defendant in a lawsuit brought by El
Paso resulting from his default on payment of a company
loan guarantee in the amount of $2.5 MM plus interest
* He has formed an energy company, NuCoastal, which has
attempted to acquire assets that compete with El Paso,
including Enron's Transwestern pipeline;
* Mr. Wyatt has also bid on El Paso assets(1)
(1) The Oil Daily, March 20, 2003.
Conclusion
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* El Paso's Board of Directors and management are strong
and have made excellent progress
* Current business plan is on track and we are focused on
delivering substantial shareholder value
* Zilkha/Wyatt have offered no alternative business plan
* We believe that shareholders should reject the
Zilkha/Wyatt proposal
Board Nominees
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John M. Bissell Chairman of the Board, BISSELL Inc.
Lead Director Grand Rapids, MI: Floor Care,
Director since: 2001 Appliance and Detergent
Member: Audit and Compensation manufacturer
Committees
Age: 72 Previously: Director of The
Coastal Corporation
(1985-2000); Director of
American Natural Resources
Company, (1983-1996)
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Juan Carlos Braniff Vice Chairman, Grupo Financiero
BBVA Bancomer
Director since: 1997 Mexico City, Mexico: Commercial
Chairman: Audit Committee Banking Institution
Member: Finance Committee
Age: 45 Member of Board of Directors of
Fomento Economico Mexicano,
S.A. de C.V. and Coca Cola
FEMSA, S.A. de C.V.
Previously: Grupo Financiero
BBVA Bancomer Deputy Chief
Executive Officer of Retail
Banking (1994-1999), Executive
Vice President of Capital
Investments and Mortgage
Banking (1991-1994)
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James L. Dunlap Member of Board of Directors of
Massachusetts Mutual Life
Director since: April 2003 Insurance Company
Member: Compensation and
Governance Committees Previously: Vice Chairman,
Age: 65 President and Chief Operating
Officer of Ocean Energy/United
Meridian Corporation
(1996-1999), Senior Vice
President of Texaco Inc.
(1994-1996), President of
Texaco U.S.A. (1987-1994),
President and Chief Executive
Officer of Texaco Canada Inc.
(1984-1986), Vice Chairman of
Texaco Ltd, London (1982-1983)
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Robert W. Goldman Business Consultant
Director since: February 2003 Previously: Senior Vice
Chairman: Finance Committee President, Finance and Chief
Member: Audit Committee Financial Officer of Conoco
Age: 60 Inc. (1998-2002) and Vice
President,Finance (1991-1998);
Held various executive
positions with Conoco Inc. and
E.I. Du Pont de Nemours & Co.,
Inc.;
Vice President and Controller
of Conoco Inc. and Chairman of
the Accounting Committee of the
American Petroleum Institute
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Anthony W. Hall, Jr. City Attorney, City of Houston,
Texas
Director since: 2001
Member: Governance and Finance Previously: Director of The
Committees Coastal Corporation (1999-2001)
Age: 58 Partner in the Houston law firm
of
Jackson Walker, LLP
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Ronald L. Kuehn, Jr. Chairman of the Board and Chief
Executive Officer,
Director since: 1999 El Paso Corporation
Age: 68 Houston, TX: Diversified Energy
Company
Member of Board of Directors of
AmSouth Bancorporation,
Praxair, Inc. and The Dun &
Bradstreet Corporation
Previously: Lead Director of El
Paso (2002-2003); Non-executive
Chairman of the Board of El
Paso (1999-2000); President and
CEO of Sonat Inc. (1984-1999);
Chairman of the Board of Sonat
Inc. (1986-1999)
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J. Carleton MacNeil, Jr. Financial Consultant,
securities brokerage and
Director since: 2001 investments
Member: Audit and Governance
Committees Previously: Director of The
Age: 68 Coastal Corporation
(1997-2001); Director of
American Natural Resources
Company (1993-1996)
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Thomas R. McDade Senior Partner, McDade Fogler
Maines, L.L.P.
Director since: 2001 Houston, TX: Law Firm
Member: Finance Committee
Age: 70 Previously: Director of The
Coastal Corporation
(1993-2001); Director of Equity
Corporation International;
Senior Partner with the law
firm Fulbright & Jaworski
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J. Michael Talbert Chairman of the Board,
Transocean Inc.
Director since: April 2003 Houston, TX: Offshore Drilling
Member: Compensation and Company
Finance Committees
Age: 56 Member of Board of Directors of
Transocean Inc. (since 1994)
Previously: CEO of Transocean
Inc. and its predecessor
companies (1994-2002);
President and CEO of Lone Star
Gas Company (1990-1994);
President of Texas Oil & Gas
Company (1987 to 1990); Various
positions at Shell Oil Company
(1970- 1982); Formerly Chairman
of the National Ocean
Industries Association
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Malcolm Wallop Chairman, Western Strategy
Group
Director since: 1995 Arlington, VA: Consulting Group
Chairman: Governance Committee
Member: Audit Committee President, Frontiers of Freedom
Age: 70 Foundation,
Arlington, VA: Political
Foundation
Member of Board of Directors of
Hubbell Inc. and Sheridan State
Bank
Previously: Member of the
United States Senate for 18
years
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John Whitmire Chairman of the Board, CONSOL
Energy, Inc.
Director since: March 2003 Pittsburgh, PA: Multifuel
Member: Compensation Committee Energy Provider and Energy
Age : 62 Service Provider
Member of Board of Directors of
GlobalSantaFe
Previously: Chairman and CEO of
Union Texas Petroleum Holdings,
Inc.
(1996-1998); More than 30 years
serving Phillips Petroleum
Company in various positions
including Executive Vice
President of Worldwide E&P
(1992-1996) and Vice President
of North American E&P
(1988-1992); Member of the
Phillips Petroleum Company
Board of Directors (1994-1996)
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Joe B. Wyatt Chancellor Emeritus, Vanderbilt
University
Director since: 1999 Nashville, TN: Higher Education
Chairman: Compensation Member of the Board of
Committee Directors of Ingram Micro, Inc.
Member: Governance Committee and Hercules, Inc., Chairman of
Age: 67 the Board for the University
Research Association, Inc. and
New American Schools, Inc.
Principal of the Washington
Advisory Group, LLC of
Washington, D.C.
Previously: Chancellor, Chief
Executive Officer and Trustee
of Vanderbilt University for
more than 18 years; Director of
Sonat Inc. (1984-1999)