As filed with the Securities and Exchange Commission on February 11, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EL PASO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0568816
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2131
(Address, including zip code, of Principal Executive Offices)
El PASO CORPORATION
OMNIBUS PLAN FOR MANAGEMENT EMPLOYEES
(Full title of the plan)
Peggy A. Heeg, Esq.
Executive Vice President and General Counsel
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate
Amount to Price Offering Amount of
Title of Securitie be Per Share rice Registration
to be Registered Registered (2) (2) Fee (2)
----------------------------------------------------------------------
Common Stock(1) 21,000,000 $34.15 $717,150,000 $65,977.80
(including associated shares
preferred stock purchase
rights), par value $3.00
per share
(1) This Registration Statement also covers such
indeterminable number of additional shares as may become
issuable to prevent dilution in the event of stock splits,
stock dividends or similar adjustments of the outstanding
Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h), based upon the
average of the high and low prices of a share of the
Registrant's Common Stock for February 5, 2002 as reported on
the New York Stock Exchange and in The Wall Street Journal on
February 6, 2002.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed
solely to register additional securities. In accordance with
General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of the Registrant's
registration statements on Form S-8 Nos. 33-51851 and 333-26831
(filed by the Registrant's predecessor), 333-51851-99, 333-7879,
333-94719 and 333-52100 filed with the Securities and Exchange
Commission relating to the El Paso Corporation Omnibus Plan for
Management Employees.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Locke Liddell & Sapp LLP regarding the legality
of the securities being registered hereunder.
10.1 El Paso Corporation Omnibus Plan for Management
Employees, Amended and Restated as of December 3,
1999, as amended.
23.1 Consent of Counsel (included in the opinion
filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Huddleston & Co. Inc.
24.1 Power of Attorney (set forth on the signature
page contained in Part II of this Registration
Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on this 11th day of
February, 2002.
EL PASO CORPORATION
By: /s/ William A. Wise
__________________________
William A. Wise
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes H. Brent Austin and Peggy A. Heeg, and each of them,
as attorneys-in-fact with full power of substitution, to execute
in the name and on behalf of such person, individually and in
each capacity stated below, and to file, any and all amendments
to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates as
indicated.
Signature Title Date
_________ _____ _____
Chairman of the
/s/ William A. Wise Board, President, February 11, 2002
_____________________ Chief Executive
William A. Wise Officer and Director
/s/ H. Brent Austin Executive Vice February 11, 2002
____________________ President
H. Brent Austin and Chief Financial
Officer
Senior Vice
/s/ Jeffrey I. Beason President and February 11, 2002
_____________________ Controller
Jeffrey I. Beason (Chief Accounting
Officer)
/s/ Byron Allumbaugh Director February 11, 2002
_____________________
Byron Allumbaugh
/s/ John M. Bissell Director February 11, 2002
_____________________
John M. Bissell
/s/ Juan Carlos Braniff Director February 11, 2002
_____________________
Juan Carlos Braniff
/s/ James F. Gibbons Director February 11, 2002
_____________________
James F. Gibbons
/s/ Anthony W. Hall, Jr. Director February 11, 2002
_____________________
Anthony W. Hall, Jr.
/s/ Ronald L. Kuehn, Director February 11, 2002
_____________________
Ronald L. Kuehn, Jr.
/s/ J. Carleton MacNeil, Jr. Director February 11, 2002
_____________________
J. Carleton MacNeil, Jr.
/s/ Thomas R. McDade Director February 11, 2002
_____________________
Thomas R. McDade
/s/ Malcolm Wallop Director February 11, 2002
_____________________
Malcolm Wallop
/s/ Joe B. Wyatt Director February 11, 2002
_____________________
Joe B. Wyatt
EXHIBIT INDEX
Exhibit
Number Description
------- ------------
5.1 Opinion of Locke Liddell & Sapp LLP regarding the legality
of the securities being registered hereunder.
10.1 El Paso Corporation Omnibus Plan for Management
Employees, Amended and Restated as of December 3,
1999, as amended.
23.1 Consent of Counsel (included in the opinions
filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Huddleston & Co. Inc.
24.1 Power of Attorney (set forth on the signature
page contained in Part II of this Registration
Statement).