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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. )
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Rule14a-6(e)(2))
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[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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This is a letter from the Chairman contained in El Paso's annual report
distributed to its shareholders.
LETTER FROM THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
To Our Shareholders
The past year was a pivotal one for El Paso Corporation, a year that tested
our ability to perform in an exceptionally difficult business environment.
Some of the difficulties we faced were the result of an industry in
turmoil; others were the result of poor performance from past investments.
In March 2003, I was appointed chairman of the board of directors and chief
executive officer of El Paso. Since then I have worked closely with our
board and management team to meet the challenges facing El Paso. We are
making steady progress on our plan to reduce expenses, strengthen our
balance sheet, and enhance liquidity while continuing to invest in and
enhance the value of our core businesses. El Paso is comprised of
exceptional individuals and assets, and we are committed to restoring the
value inherent in our company. We have assembled a board-level, long-range
planning committee to ensure that we maximize all the opportunities
available to the company. In addition, we are actively searching for a new
chief executive officer to direct the operations of the company. I will
work closely with whomever is selected for this position to ensure a smooth
transition for the company and continuity for all our stakeholders.
I undertook this position with full confidence in El Paso's ability to
address the financial, operational, and regulatory challenges that face us.
That confidence is supported by the significant progress we made during
2002. We completed $3.9 billion of non-core assets sales, renewed our
revolving credit facility, and issued $2.5 billion of equity and
equity-linked securities. In addition, we cut $300 million of operating
expenses and began an orderly exit from the trading business.
Core Business Review
Our 2002 financial accomplishments were backed by the strong performance of
our core businesses--pipeline, production, and midstream--which generated
solid earnings for the company during the year. El Paso's Pipeline
Group--El Paso Natural Gas, Colorado Interstate Gas, ANR Pipeline,
Tennessee Gas Pipeline, and Southern Natural Gas--continued to serve its
diverse customer base and provide stable, fee-based cash flows from
long-term contracts. El Paso Production solidified its position as an
industry leader in deep drilling, accessing gas supplies in areas as
diverse as the deep shelf of the Gulf of Mexico and South Texas. El Paso's
Midstream Group delivered value from the solid performance of its extensive
portfolio of gathering, processing, and natural gas liquids assets. The
strong natural gas price environment and renewed focus on the need for new
energy infrastructure provide a firm base for these businesses in 2003 and
beyond.
2003 Business Plan
To enhance the potential of El Paso's unique set of businesses and
effectively address many of the issues affecting our industry and our
business, the company announced a five-point business plan in early
February 2003. The plan includes financing and liquidity components as well
as specific plans for each of our business units.
o We will preserve and enhance the value of El Paso's core businesses.
We plan to continue investing 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 the core pipeline, production, and midstream businesses.
o We plan to exit non-core businesses quickly, but prudently. In 2002,
we announced we would exit the energy trading business, and we are
aggressively working to liquidate our remaining trading portfolio. In
addition to the $3.9 billion of non-core assets sold in 2002, we plan
to sell $3.4 billion of non-core assets in 2003, including the
majority of our remaining petroleum assets. Exiting the petroleum
business will provide cash to pay down debt and reduce our working
capital requirements. We also intend to reduce our involvement in the
liquefied natural gas business, which has credit and capital demands
that are not consistent with our current financial capacity. Finally,
we plan to take advantage of opportunities to sell additional assets
from our power portfolio.
o We will continue to strengthen and simplify our balance sheet while
maximizing liquidity. For example, in March 2003 we retired $1 billion
of guaranteed notes associated with the Limestone Electron Trust
financings. The notes were retired on schedule using cash on hand and
proceeds that were generated from asset sales. We repaid $913 million
in obligations under our Trinity River financing arrangements with
existing working capital and the excess proceeds from closing a
$1.2-billion term financing. We demonstrated our access to the capital
markets by issuing $700 million in new pipeline debt. In April 2003,
we announced a new $3-billion revolving credit facility through June
2005. This facility replaces our previous $3-billion facility. Our
existing $1-billion revolving facility, which matures in August 2003,
and approximately $1 billion of other bank facilities (including
leases, letters of credit, and other facilities) will remain in place
with no change in maturity. We also established an extended
amortization schedule for our $753 million Clydesdale financing
arrangement.
These actions provide significant value to all our stakeholders by
further improving our liquidity position while simplifying and
strengthening our balance sheet. They also provide us flexibility to
aggressively reduce our leverage with cash flow from operations and
the proceeds from our asset sales program over the remainder of 2003
and 2004. 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,
as part of our ongoing effort to improve liquidity, 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.
o We will aggressively pursue 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. We plan to aggressively attack this
matter with the same resolve as we have in the past. Accordingly, we
have launched a company-wide initiative to develop--from the ground
up--a cost structure that will be appropriate for the future size of
the company and its activities going forward. The goal of this
initiative is to achieve substantial recurring cost reductions,
bringing our costs in line with what we are going to be--not what we
were. Cost reduction is, and will continue to be, an ongoing effort
for the company.
o We plan to continue to work diligently to resolve litigation and
regulatory matters. On March 21, we reached an agreement in principle
to resolve the principal litigation and claims against the company
relating to the sale or delivery of natural gas and electricity in the
Western United States from September 1996 to the present. This
settlement, which is subject to the negotiation of definitive
settlement documents and review and approval by the courts and the
Federal Energy Regulatory Commission, is truly a milestone.
It removes significant market uncertainties surrounding the company,
and we are pleased that we were able to achieve our primary goal in
this agreement--namely, minimal demands on our current liquidity. This
was a major accomplishment given the number of parties, the complexity
of the issues involved, and the financial exposure it eliminates.
El Paso Corporation weathered the storm of 2002 despite its many
challenges. 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.
This focus, along with the consistent, competitive operation of our core
businesses, provides a clear line of sight to a solid future for El Paso
Corporation as North America's leading provider of natural gas services.
Ronald L. Kuehn, Jr.
Chairman of the Board
and Chief Executive Officer
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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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;
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 Web site 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.