UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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El Paso Corporation
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News
For Immediate Release
EL PASO CORPORATION URGES SHAREHOLDERS TO SUPPORT CURRENT BOARD AS IT
POSITIONS COMPANY FOR THE FUTURE
HOUSTON, TEXAS, JUNE 12, 2003--El Paso Corporation (NYSE: EP) issued the
following open letter to all its shareholders today urging them to vote FOR
the election of El Paso's slate of 12 highly qualified directors on El Paso's
WHITE proxy card at its annual meeting to be held next Tuesday, June 17th:
AN OPEN LETTER TO ALL EL PASO SHAREHOLDERS
Dear El Paso Shareholder:
We are now entering the final days before El Paso's 2003 Annual Meeting of
Stockholders. El Paso's Board of Directors and management believe your
company has achieved substantial progress in recent months, and that the
initiatives we have taken over the past year and a half are working. We know
our stockholders have suffered, and that we have much more to do to complete
the turnaround of this fine company. We believe that your Board of Directors
is the group best suited to lead El Paso, to select the next CEO of the
company, and to finish El Paso's turnaround.
During the past 4 months, we have:
o Met most of the important objectives of our 2003 operational and
financial plan;
o Set a target of more than $400 million of operating expense reductions
and business efficiencies to be met by end of 2004;
o Established an aggressive goal of at least $10 billion of debt
reduction to be achieved within two years; and
o Made substantial changes in the management and culture of our company.
We believe the increase in our stock price, which has almost tripled since
February, reflects investors' recognition of the progress we have made.
We are committed to continuing the process of measured change in the
composition of our Board of Directors and to selecting the most qualified
individuals to serve on our Board.
Throughout this proxy contest, we have focused on the stark contrast between
the positions of El Paso's Board and the Zilkha/Wyatt slate on a series of
issues we believe are crucial to our shareholders:
o We have a comprehensive business plan and a detailed understanding of
El Paso's businesses, and the Zilkha/Wyatt slate do not;
o Our plan reflects a reduced ongoing capital budget that will meet the
needs of our core businesses and fund growth opportunities;
Zilkha/Wyatt have presented a series of confusing statements about
their capital budget, proposing a $1 billion capital budget that we and
others said simply could not work, then offering up numbers ranging
from $1 billion to $1.6 billion without explaining the differences or
providing concrete details;
o We are committed to a process to select the best available CEO to lead
El Paso, which we expect to be completed shortly after the annual
meeting; without a search, Zilkha/Wyatt have selected one of their own
as CEO;
o Our reconstituted Board and senior management are delivering on our key
objectives; the Zilkha/Wyatt slate are untested and their plan, their
timetable and their ability to achieve results are uncertain;
o Our nominees will continue the initiatives that we have announced, with
no disruption of these activities; election of the Zilkha/Wyatt slate
could result in disarray at El Paso and bring to a halt the company's
progress, with no clear benefits to our stockholders; and
o Oscar Wyatt is centrally involved with the Zilkha/Wyatt slate, a cause
of serious concern to our shareholders for numerous reasons including
the many irreconcilable conflicts that exist between Mr. Wyatt and El
Paso, and Mr. Wyatt's troubling past history.
We think El Paso has made too much progress to expose this company to an
entirely new and untested Board that doesn't have a workable business plan;
that may lead to disarray and bring to a halt the company's progress; and
that may allow Oscar Wyatt to exert substantial control over the affairs of
El Paso.
If you want a Board and a management that have a real business plan that is
thoughtful and is working, to avoid the potential disarray that may result
from a wholesale Board change, and to ensure that Oscar Wyatt is not involved
in the business of El Paso, I urge you to vote the WHITE proxy card to
support El Paso's nominees.
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 sign the blue proxy card sent to you by Messrs. Zilkha and Wyatt
and 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.
On behalf of the Board of Directors, I thank you for your support of El Paso.
Sincerely,
/s/
Ronald L. Kuehn
Chairman of the Board and Chief Executive Officer
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 Web
site 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
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