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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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[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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EXPLANATORY NOTE: The following information was included in a Form 8-K
filing by El Paso Corporation on April 24, 2003.
In an analyst meeting on April 23, 2003, in response to analyst questions,
management of El Paso Corporation (the "Company") indicated that the
Company is considering additional possible asset sale transactions. These
transactions are not reflected in the Company's 2003 operational and
financial plan and are not reflected in the $3.4 billion non-core asset
sale program for 2003 previously announced by the Company. The additional
possible asset sales include the possible sale of the company's Aruba
refinery, the possible sale of the Company's telecommunications business,
and the possible sale of additional power assets. There can be no assurance
that any of these additional possible asset sales will occur, or as to the
timing or terms of any such transactions, if completed.
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 24, 2003, El Paso Corporation filed a revised 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 revised 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 revised 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 revised preliminary proxy statement.
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