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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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EL PASO CORPORATION
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(Name of Registrant as Specified in its Charter)
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[EL PASO LOGO]
For Immediate Release
EL PASO CORPORATION BELIEVES ISS REACHED WRONG CONCLUSION
El Paso Urges Shareholders to Vote the WHITE Proxy Card in Favor of El Paso's
Board Nominees
HOUSTON, TEXAS, JUNE 3, 2003--El Paso Corporation (NYSE: EP) today
announced that it believes Institutional Shareholder Services' (ISS)
reached the wrong conclusion in its recommendation regarding the election
of the Zilkha/Wyatt slate nominees at the company's Annual Meeting of
Shareholders to be held on June 17, 2003.
El Paso noted that ISS' recommendations are directed to its
institutional clients, who are free to reject or accept the
recommendations. Given El Paso's sizeable retail shareholder base and the
fact that most larger institutions make their own decisions, El Paso
believes that ISS' position will sway few votes.
Ronald L. Kuehn, Jr., El Paso's chairman and chief executive officer,
said, "We believe ISS focused on the past and did not consider the future.
We believe ISS failed to recognize that with our current Board of
Directors, El Paso is taking all the right actions to restore value and
position the company for the future. In addition, we continue to execute on
our operational and financial plan to preserve and enhance the value of
core businesses, strengthen and simplify the balance sheet and reduce costs
while improving the company's liquidity position. We have made decisions in
the past year that address issues of management and corporate governance
including adding four new Directors with outstanding energy industry
backgrounds, reconstituting the Board's Compensation Committee and changing
senior management as we continue our search for the best CEO to lead El
Paso."
El Paso believes its high caliber Board is the best team to lead the
company into the future. We believe that shareholders do not want to see
our progress derailed by a whole new Board that we believe would seriously
disrupt the steady improvements that El Paso is making.
Notwithstanding ISS' flawed evaluation, we believe our shareholders
share our concerns regarding the risks of replacing our entire Board with a
slate of nominees that has no well-defined business plan for El Paso and
that has selected one of its own as CEO without undertaking a process to
select the best possible candidate for this critical post.
The Board of Directors urges El Paso shareholders to vote FOR the
election of El Paso's slate of 12 highly qualified directors on El Paso's
WHITE proxy card, NOT to sign the blue proxy card sent to you by Messrs.
Zilkha and Wyatt and to DISCARD any blue proxy card they may send to you in
the future. Your vote is critical, no matter how many shares you own. Time
is short as the June 17 Annual Meeting is rapidly approaching.
El Paso shareholders who have any 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.
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
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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
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.
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
Office: (212) 355-4449
Fax: (212) 355-4554