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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
[X] Definitive Additional Materials
[ ] 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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NEWS [LOGO - ELPASO]
For Immediate Release
EL PASO CORPORATION MAILS DEFINITIVE PROXY MATERIALS
URGES STOCKHOLDERS TO VOTE WHITE IN FAVOR OF BOARD'S NOMINEES
HOUSTON, TEXAS, MAY 12, 2003--El Paso Corporation (NYSE: EP) today
announced that it has commenced mailing of its definitive proxy materials
to its shareholders for the June 17, 2003 Annual Meeting of Stockholders.
El Paso strongly urges all investors who were shareholders of El Paso as of
May 2, 2003, the record date for the Annual Meeting, to sign, date and mail
the WHITE proxy card today to vote FOR the Board's independent and highly
qualified director nominees and to reject the Zilkha/Wyatt proposals.
Ronald L. Kuehn, Jr., chairman and chief executive officer of El Paso
Corporation, mailed to fellow shareholders the following letter, which
accompanies El Paso's definitive proxy materials:
May 12, 2003
Dear Fellow El Paso Shareholder:
As you know, our Annual Meeting will be held on June 17, 2003. This
meeting is of vital importance to shareholders in light of the attempt by
Selim Zilkha and Oscar Wyatt to replace your Board of Directors with their
slate of nine designees, including Mr. Zilkha. WE URGE YOU TO MARK, SIGN,
DATE AND RETURN THE ENCLOSED WHITE PROXY CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTE IS CRITICAL, NO MATTER HOW MANY SHARES YOU OWN.
EL PASO'S PROGRESS WITH ITS 2003 OPERATIONAL AND FINANCIAL PLAN
Since February 2003, your Board of Directors and management have been
executing El Paso's 2003 operational and financial plan. We have taken
actions to address El Paso's liquidity needs and to meet required debt
maturities for 2003 and 2004. We have also completed or have executed
binding contracts for $2.4 billion of the $3.4 billion of non-core asset
sales we have planned for 2003.
Our progress in implementing each of the five elements of our plan, as
well as the actions that remain to be taken to complete the objectives of
our plan, is discussed in more detail in our Proxy Statement. Although more
work remains to be done, we are confident that the company is moving in the
right direction.
OUR STRATEGIC VISION FOR THE FUTURE
Your Board of Directors and management recognize that our 2003 plan is
just one step towards reshaping El Paso. As we continue with our 2003 plan,
we are focused on actions that will position El Paso soundly for the
future.
o WE HAVE ANNOUNCED OUR CLEAN SLATE INITIATIVE, TARGETING AN
ADDITIONAL $250 MILLION OF PRE-TAX ANNUAL COST SAVINGS AND
BUSINESS EFFICIENCIES BY THE END OF 2004, beyond the target of
$150 million of pre-tax savings and business efficiencies we
previously announced for 2003.
o We have formed a Board-level Long Range Planning Committee, which
is focused on ensuring that El Paso maximizes all opportunities
inherent in our businesses. Among the actions being pursued by
the Committee are:
o reducing our indebtedness to an appropriate level for our
current businesses
o achieving the financial flexibility necessary to fully
pursue the solid growth opportunities that we believe exist
for our natural gas businesses
o targeting additional non-core assets for sale. Among the
assets which El Paso is reviewing for possible sale are our
Aruba refinery, telecommunications assets, and additional
power assets
o reviewing opportunities to monetize certain non-strategic
assets of our core businesses
o further reducing capital expenditures and generating free
cash flow while not impairing the long-term earnings power
of our core businesses.
CORPORATE GOVERNANCE
We have taken a series of actions that further strengthen El Paso's
corporate governance.
o Providing continuity and measured change in the composition of
our Board of Directors with the addition of four directors with
outstanding energy industry backgrounds and with three directors
not standing for re-election.
o Reconstitution of the compensation committee, including three new
directors, all of whom have compensation committee experience,
and changing the composition of other Board committees.
o Adoption of corporate governance policies that we believe place
El Paso in the vanguard of corporate governance best practices.
Additional details about El Paso's corporate governance policies are
provided in our Proxy Statement.
THE ZILKHA/WYATT PROXY CONTEST
Messrs. Zilkha and Wyatt are proposing to replace all of El Paso's
directors with their slate of nine designees, including Mr. Zilkha. We
believe that the Zilkha/Wyatt program offers no clear benefits to our
shareholders, entails major risks and has many obvious detriments. Among
other things:
o Zilkha and Wyatt have neither offered a detailed business plan
upon which to elect their nominees, nor provided specific
objections to our detailed operational and financial plan. In
fact, Zilkha/Wyatt have offered only a series of general
statements about their plan for El Paso, which the Houston
Chronicle has described as "strikingly similar" to El Paso's
plan.
o Zilkha served as a director of El Paso from October 1999 until
January 2001 and as an advisory director of El Paso from January
2001 until June 2002. As described in our Proxy Statement, ZILKHA
VOTED TO APPROVE ALL DECISIONS MADE BY OUR BOARD WHEN HE WAS A
DIRECTOR OF EL PASO AND DID NOT DISSENT FROM A SINGLE DECISION
MADE BY OUR BOARD WHEN HE WAS AN ADVISORY DIRECTOR.
o Zilkha and Wyatt have proposed a slate of nine designees of whom
eight are currently retired or self-employed with five having
been retired or self-employed for more than four years; four have
no public company board experience; three are seventy-one years
old or older; and two have experience as public company directors
only with TransTexas Gas Corporation, a corporation which filed
for bankruptcy during their board tenure.
o WE BELIEVE THERE ARE SIGNIFICANT CONFLICTS OF INTEREST BETWEEN EL
PASO AND MR. WYATT, WHICH ARE DISCUSSED IN DETAIL IN OUR PROXY
STATEMENT.
We believe that the election of the Zilkha/Wyatt nominees is not in
the best interests of El Paso shareholders. WE RECOMMEND THAT EL PASO
SHAREHOLDERS VOTE "FOR" EL PASO'S SLATE OF 12 HIGHLY QUALIFIED DIRECTORS,
WHO ARE COMMITTED TO RESTORING THE VALUE INHERENT IN THE COMPANY'S STRONG
ASSET BASE, AND AGAINST THE ZILKHA/WYATT PROPOSALS. The many reasons for
our recommendation are described in detail in our Proxy Statement and we
urge you to read it carefully.
YOUR VOTE IS IMPORTANT
YOUR VOTE IS IMPORTANT IN DETERMINING THE FUTURE DIRECTION OF EL PASO.
YOUR VOTE WILL DETERMINE WHETHER EL PASO CONTINUES ON THE COURSE BEING
CHARTED BY THE CURRENT BOARD OF DIRECTORS AND MANAGEMENT TO RESTORE EL PASO
TO ITS LEADERSHIP POSITION IN THE ENERGY INDUSTRY AND DELIVER THE EARNINGS
AND CASH FLOW PERFORMANCE THAT ARE INHERENT IN OUR CORE BUSINESSES -- OR
PURSUES A PLAN FORMULATED BY A NEW BOARD MADE UP OF INDIVIDUALS WHO HAVE
LIMITED KNOWLEDGE OF EL PASO AND THE MAJORITY OF WHOM HAVE LIMITED OR NO
PUBLIC COMPANY BOARD EXPERIENCE.
WE URGE YOU TO REJECT THE ZILKHA/WYATT SLATE
El Paso's Board of Directors strongly recommends that you reject the
Zilkha/Wyatt attempt to take over the board by replacing all of our
directors with their slate of nine designees. We urge you to read the
enclosed Proxy Statement and to return the enclosed WHITE proxy card to
support your Board of Directors and management by voting "FOR" the election
of our 12 directors. Your vote is critical, no matter how many shares you
own.
IF YOU HAVE QUESTIONS ABOUT VOTING YOUR PROXY OR NEED ADDITIONAL
INFORMATION ABOUT EL PASO OR THE STOCKHOLDERS MEETING, PLEASE CONTACT
MACKENZIE PARTNERS, INC. AT (800) 322-2885 OR VISIT EL PASO'S WEBSITE AT
WWW.ELPASO.COM.
On behalf of the entire El Paso board, I thank you for your continued
support and promise that we will continue to work hard on behalf of all our
shareholders.
Sincerely,
/s/
Ronald L. Kuehn, Jr.
Chairman of the Board
and Chief Executive Officer
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 pipelines, production, and midstream services. Rich in assets, El Paso
is committed to developing and delivering new energy supplies and to
meeting the growing demand for new energy infrastructure. For more
information, visit www.elpaso.com.
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; 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 May 12, 2003, El Paso Corporation began the process of mailing its
definitive proxy statement, 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 an additional copy of El Paso's definitive 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 definitive
proxy statement 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
CONTACTS
Communications and Government Affairs
Norma F. Dunn, Senior Vice President
Office: (713) 420-3750
Fax: (713) 420-3632
Investor Relations
Bruce L. Connery, Vice President
Office: (713) 420-5855
Fax: (713) 420-4417
Alternate Contacts
Joele Frank/Dan Katcher
Joele Frank, Wilkinson Brimmer Katcher