-------------------------------------------------------------------------------
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 [ ]
Check the appropriate box:
[ ] 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
-------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------------
Q&A'S POSTED ON EL PASO'S STRAIGHT TALK INTRANET WEBSITE ON MAY 30, 2003.
The following Q&As were posted on El Paso's Straight Talk Intranet Website
on May 30, 2003. Each Q&A contains a link to the legends, "CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS" and "ADDITIONAL IMPORTANT
INFORMATION", as provided here below.
CAN EL PASO EMPLOYEES ATTEND THE ANNUAL SHAREHOLDERS MEETING ON JUNE 17
WITHOUT TAKING PAID TIME OFF (PTO)?
Our company's employees will be allowed to attend the Shareholders Meeting
without taking PTO, unless their department supervisor determines that work
demands make it impractical to do so. Meeting attendees will need to show
their El Paso badge before they can be admitted to the meeting. The meeting
will be held at 2 p.m. on Tuesday, June 17, 2003 at the George R. Brown
Convention Center in Houston, Texas.
HOW WILL WE REDUCE THE COMPANY'S DEBT OBLIGATIONS GOING FORWARD?
We expect to reduce debt and other obligations by approximately $10 billion
by mid-2005 using a portion of proceeds from asset sales as well as
recovered working capital from the trading and petroleum businesses,
natural gas production hedges.
While we have more work to do, we are pleased with the progress we have
made to date, and we are confident that the company is headed in the right
direction.
DURING THE CLEAN SLATE INITIATIVE, SHOULD WE EXPECT ADDITIONAL LAYOFFS?
WILL THE COMPANY OFFER VOLUNTARY SEVERANCE TO EMPLOYEES?
We are in the process of a top-to-bottom analysis to identify cost-saving
opportunities as part of the Clean Slate Initiative. Though it would be
inappropriate to speculate before this process is completed, we do expect
some additional staff reductions. Our company does not have a voluntary
severance program.
PLEASE EXPLAIN THE PROCESS OF NOMINATING CANDIDATES FOR EL PASO'S BOARD OF
DIRECTORS.
Candidates for El Paso's board of directors can be nominated for election
at the annual meeting by shareholders, or by the board of directors, upon
the recommendation of the board's independent governance committee.
Shareholders wishing to nominate candidates for election as directors at
the 2004 Annual Meeting must submit in writing a notice complying with the
company's bylaws to the Corporate Secretary's office between February 18,
2004 and March 19, 2004. Nominations are forwarded by our Corporate
Secretary to the board's governance committee.
The board of directors may also add new members between annual meetings,
upon the recommendation of the board's independent governance committee.
Generally, when the company is seeking new members for the board, the
governance committee will retain a search firm to assist the committee in
identifying potential board members. After appropriate review of the
potential nominee's qualifications, the governance committee may recommend
to the board that a particular nominee be added to the board. The board of
directors then votes to determine if a candidate will be added to the
board.
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.
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 definitive proxy statement.