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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EL PASO CORPORATION BOARD NAMES RONALD L. KUEHN, JR. CEO AND CHAIRMAN; CEO
SEARCH CONTINUES
HOUSTON, TEXAS, MARCH 12, 2003--El Paso Corporation (NYSE:EP) today announced
that its Board of Directors has appointed Ronald L. Kuehn, Jr. to serve as
chief executive officer and chairman of the board, replacing William A. Wise,
effective immediately. While Mr. Wise had previously agreed to step down by
the end of the year and assist in a CEO transition plan, the board has now
accelerated the transition to provide strong leadership and stability while
in search of a permanent CEO. The board recognizes that the CEO search has
been complicated by the announced proxy contest and believes that the pursuit
of the company's business strategy will be better served without leadership
uncertainty.
Ronald L. Kuehn, Jr., El Paso's lead director, stated, "I am honored to
serve as chairman and CEO while a new CEO is selected. All of the building
blocks are in place--El Paso is a great company with world-class assets and
the finest employees in the business. While our industry has recently faced
unprecedented challenges, I am confident that the board and company will
continue to take the necessary actions to preserve and enhance the value of
El Paso."
"The company is making steady progress on executing our business plan.
We have signed agreements for or closed approximately 45 percent, or $1.5
billion, of the $3.4 billion of asset sales the company expects in 2003.
This includes the anticipated closing this week of the agreement with
Chesapeake Energy Corporation for the sale of our Mid-Continent natural gas
and oil reserves for $500 million. We are also continuing to work towards
resolution of the company's outstanding legal and regulatory issues."
"Under Bill's direction, El Paso assembled North America's leading
natural gas franchise and the largest natural gas pipeline network in the
United States. He was instrumental in the creation and implementation to
date of our 2003 business plan," concluded Mr. Kuehn.
The company disclosed that Mr. Wise will receive severance benefits
provided under his pre-existing employment agreement, principally his salary,
half of his annual bonus, and pension benefits, for the remaining three-year
term of the agreement. Mr. Wise's outstanding loan obligations will remain
payable to the company. Under the agreement, Mr. Wise will no longer be
eligible to receive change in control benefits.
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; 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.
ADDITIONAL IMPORTANT INFORMATION
Prior to its 2003 annual meeting, El Paso will furnish to its shareholders El
Paso's definitive proxy statement relating to this meeting, together with a
WHITE proxy card. Shareholders are strongly advised to read this proxy
statement when it becomes available, as it will contain important
information.
Shareholders will be able to obtain El Paso's 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 proxy statement and any amendments and supplements to the proxy
statement will also be available for free at El Paso's Internet Web site at
www.elpaso.com or by writing to El Paso Corporation, Investor Relations, PO
Box 2511, Houston, TX 77252. In addition, copies of the proxy materials may
be requested by contacting our 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 herein, 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 a Schedule 14A filed by El Paso with the
Securities and Exchange Commission on February 18, 2003.
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
Office: (212) 355-4449
Fax: (212) 355-4554