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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]
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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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[EL PASO LOGO]
INVESTOR MEETINGS
APRIL 15, 2003
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This presentation 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
presentation, including, without limitation, the successful implementation
of the 2003 business plan; the successful implementation of the settlement
related to the western energy crisis; actions by credit rating agencies;
the successful close of financing transactions including, an extension of
our bank facilities; our ability to attract and retain qualified members of
the Board of Directors and senior management; our ability to divest of
certain non-core assets; material and adverse impacts from our proxy
contest with Selim Zilkha/Oscar Wyatt; 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;
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 9, 2003, El Paso Corporation filed a 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 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 website maintained by the Securities and Exchange Commission at
www.sec.gov. Copies of the 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 preliminary proxy statement.
El Paso has made significant
progress on its operational
and financial plan
PROGRESS TO DATE
o Completed or signed asset sales of more than $1.7 billion; more than
50% of the company's goal of $3.4 billion for 2003
o Substantially reduced capex to $2.6 billion; 35% decrease from 2002
o Sold our European natural gas trading book
o Completed $1.9 billion of financings
o Reached an agreement in principle resolving the principal litigation
and claims relating to the sale or delivery of natural gas and/or
electricity in the Western U.S.
NEXT STEPS
o The Board of Directors has formed a long-range planning committee to
ensure that El Paso maximizes all opportunities inherent in its core
businesses
o Undertaking top-to-bottom analysis to achieve substantial further cost
reductions and design most cost-efficient structure possible for our
businesses
o Targeting at least $250 MM of additional pre-tax cost savings and
business improvements beyond $150 MM previously announced by the end
of 2004
FINANCIAL PROGRESS
o Refinanced both the Clydesdale and Trinity River preferred interests
of consolidated subsidiaries and restructured the related cash
restrictions
o Issued $700 MM in senior unsecured notes at Southern Natural Gas
Company and ANR Pipeline Company
o Issued $1.2 billion 2-year term loan secured by certain of the
company's natural gas and oil properties
o Repaid the $1 billion Limestone Notes in March
PRODUCTION
El Paso Production Company is
the industry leader in deep drilling.
In 2002, El Paso was the most active driller in the United States. Its three
core areas are south Texas and the Texas coastal plains,
the deep shelf play in the Gulf of Mexico, and
coalbed methane development.
El Paso possesses one of the industry's largest inventories of drilling
prospects
SOUTH TEXAS DRILLING INVENTORY CONTINUES TO EXPAND
[MAP DEPICTING DRILLING LOCATIONS]
Pueblo
Proved: 80 Bcfe
Probable: 70 Bcfe
North Monte Christo
Original: 550 Bcfe
Current: 1,416 Bcfe
Probable: 300 Bcfe
South East McCook
Proved: 51 Bcfe
Probable: 30 Bcfe
Samano
Proved: 134 Bcfe
Probable: 50 Bcfe
Stratton
Proved: 47 Bcfe
Probable: 60 Bcfe
Santa Fe Ranch
Proved: 250 Bcfe
Probable: 50 Bcfe
Jeffress Field
Original: 600 Bcfe
Current: 1,400 Bcfe
Probable: 200 Bcfe
Trend Totals
Proved: 3,378 Bcfe
Probable: 750 Bcfe
Total: 4,128 Bcfe
A NEW SOUTH TEXAS VICKSBURG
TREND IS EMERGING
[MAP DEPICTING PROPOSED LOCATIONS]
Jarita Lake
265 Bcfe Potential
Los Indios
325 Bcfe Potential
Sal del Rey
480 Bcfe Potential
North Monte Christo
500 Bcfe Potential
Callo de Grullo
150 Bcfe Potential
May
100 Bcfe Potential
15,400', 262' Pay
Anschutz/Yturria
New Well 7 MMcf/d
40 Bcfe Potential
Mesa del Ray
200 Bcfe Potential
Cascabel
265 Bcfe Potential
Discovery at 16,500'
Drilling to 22,000'
UPPER GULF COAST
WILCOX DISCOVERIES
[MAP DEPICTING UPPER GULF COAST WILCOX DISCOVERIES]
Trend Total
Proved: 309 Bcfe
Probable: 501 Bcfe
Total: 810 Bcfe
Ryan/SW Speaks
Proved: 30 Bcfe
Probable: 141 Bcfe
Deepest well
in Lavaca Co.--19,375'
Completing at 18,900'
Hope
Proved: 19 Bcfe
Probable: 68 Bcfe
McCaskill
Proved: 24 Bcfe
Probable: 200 Bcfe
Dry Hollow
Proved: 125 Bcfe
Probable: 72 Bcfe
Southwest Bonus
Proved: 111 Bcfe
Probable: 20 Bcfe
DEEP SHELF GULF OF MEXICO (BELOW 15,000') 60 PROSPECTS IN INVENTORY
[MAP DEPICTING DEEP SHELF GULF OF MEXICO (BELOW 15,000')]
o 67% success rate since 2000
o Average IP 42.4 MMcf/d and 2,749 Bbl/d
o Average reserves/well 33.3 Bcfe
RECENT DEEP SHELF DISCOVERIES
[GRAPHIC OMITTED]
Depth Net Pay
------ -------
EC 81 14,398' 63'
Testing 18.0 MMcf/d;
500 Bc/d at 5,500 psi
Browning (HI 115) 19,800' 85'
Drilling to 22,000'
Blue Devils (ST 212) 17,116' 78'
Estimated capacity 80 MMcf/d
Jim Bob Mountain 20,090' 113'
Restricted test 14.5 MMcf/d;
1,250 Bc/d at 13,670 psi
Estimated capacity 60 MMcf/d
EPPC IS DEVELOPING A NEW DEEP
PLAY IN BRITISH COLUMBIA: BUBBLES
[MAP DEPICTING NEW DEEP PLAY IN BRITISH COLUMBIA]
225,000 net acres
under lease
CANADIAN DRILLING ACTIVITY
Prospect Net Pay
---------------------------------------------------------------------------------------
o Bubbles area
o d-47-a: Producing 25 MMcf/d at 2,800 psi. 140'
Limited by plant capacity; estimated deliverability 40 MMcf/d
o c-40-a: Prep to test. Estimated deliverability 50 MMcf/d 160'
o b-29-a: Prep to test. Estimated deliverability 5 Mmcf/d 20'
o Sundown
o d-85-g: Tested 10 MMcf/d at 1,300 psi. Waiting on pipeline 20'
o c-83-g: Tested 20 MMcf/d at 1,300 psi. Waiting on pipeline 25'
o c-86-g: Tested 5 MMcf/d at 1,300 psi. Waiting on pipeline 15'
o Lynx
o 4-2-61-9W6: Tested 15 MMcf/d at 2,200 psi. Waiting on pipeline 30'
Anticipated maximum capacity at year-end 2003 145 MMcf/d
PIPELINE GROUP
EL PASO HAS NORTH AMERICA'S LEADING
NATURAL GAS FRANCHISE WITH THE STRONGEST GROUP OF INTERSTATE PIPELINE ASSETS.
THE PIPELINE GROUP IS POSITIONED FOR CONTINUED STRONG PERFORMANCE AND GROWTH
THROUGH INCREASED CONNECTIVITY, STRATEGIC PIPELINE EXPANSIONS, AND
FINANCIALLY DISCIPLINED AND SAFE OPERATIONS
NORTH AMERICA'S
PREMIER PIPELINE FRANCHISE
[MAP DEPICTING EL PASO PIPELINE SYSTEMS]
Great Lakes Gas
Transmission (50%)
2,100 miles; 3 Bcf
Colorado
Interstate Gas
5,200 miles; 5 Bcf
El Paso
Natural Gas
10,400 miles; 5 Bcf
ANR
Pipeline
10,600 miles; 6 Bcf
Portland Natural Gas
Transmission (30%)
300 miles; .2 Bcf
Tennessee Gas
Pipeline
14,200 miles; 6 Bcf
Elba Island LNG
4 Bcf
Southern
Natural Gas
8,200 miles; 3 Bcf
Florida Gas
Transmission (50%)
4,800 miles; 2 Bcf
STRONG SYSTEM FUNDAMENTALS
o Leading assets
- Strongest group of pipeline assets
- Premier markets and supply access
o Outstanding performance
- Safe, efficient, reliable, and environmentally-sound operations
- SNG, Elba Island, FGT, PNGTS, GLGT, CIG, WIC, and Mojave
essentially fully contracted at or near full tariff rates
- EPNG essentially fully contracted at or near full tariff rates
prior to Enron bankruptcy and capacity re-allocation
- Successful re-contracting on Tennessee Gas Pipeline and
ANR Pipeline
o Value
- Favorable macro trends
- Growth opportunities
VALUE DRIVERS
o Customer relations
o Connectivity
o Weather
o Cost control
STRATEGIES
o New connections to growing markets
- New England
- New York
- Mexico
- Alabama
- Georgia
- South Carolina
- Ohio
- Florida
o Supply connectivity
- Connection to new sources
o Targeted deep water hubs
o Northern Rocky Mountains
o Bahama LNG
o Elba Island LNG
o Scotian Shelf-Blue Atlantic
o Arctic gas "B to C"
- New connections to traditional sources
o Gulf of Mexico
o Canadian sources
MAJOR EXPANSION OPPORTUNITIES
[MAP DEPICTING PIPELINE EXPANSION OPPORTUNITIES]
CIG Cheyenne
Plains Expansion
August 2005
540 MMcf/d
CIG Medicine Bow
Expansion
April 2004
205 MMcf/d
EPNG Line 2000
Power Up
July 2004
320 MMcf/d
TGP South Texas
Expansion
(Rio Bravo)
September 2003
320 MMcf/d
Seafarer Pipeline
2005/2006 phased-in
1,000 MMcf/d
SNG Elba Island
Expansion
March 2006
3.5 Bcf
SNG South
System I & II
2002/2004 phased-in
666 MMcf/d
TGP Northeast
ConneXion
November 2005
150 MMcf/d
ANR Westleg Expansion
November 2004
220 MMcf/d
SUMMARY
SUMMARY
o El Paso's outlook is steadily improving
- Asset sale program on schedule
- Significant financing milestones achieved
- Liquidity much improved
- Core businesses performing well
o Longer-term, natural gas fundamentals are compelling
- El Paso's pipelines will benefit from push for infrastructure
development
- Production company's deep drilling expertise delivering excellent
results; successful technology transfers to new areas
- EPN will be a major participant in Gulf of Mexico infrastructure
development
o El Paso is committed to increasing shareholder value
PROXY CONTEST
EL PASO IS NOMINATING A STRONG BOARD
o Process designed to ensure continuity while effecting measured change
in composition of our Board of Directors
o Added four directors with outstanding backgrounds and substantial
management expertise in the energy industry
o Combined expertise of our nominees and the mix of new directors with
directors with detailed knowledge of El Paso will create a Board of
Directors that is particularly well equipped to help us achieve our
long-term goals
o Three directors are not standing for re-election: Messrs. Allumbaugh,
Gibbons, and Wise
o All but one of our nominees are independent
EL PASO IS NOMINATING A STRONG BOARD
o 11 of our nominees have substantial experience serving on public
company boards
o 5 have extensive management and operating experience in the energy
industry
o 4 are prior Coastal board members and 2 are prior Sonat board members
o 4 hold or have held the position of Chairman, President, or CEO of a
NYSE company
o El Paso's board nominees have operating experience at more than a
dozen energy companies, including Conoco, CONSOL, Lone Star Gas, Ocean
Energy, Phillips, Shell, Sonat, Texaco, Transocean, Union Texas
Petroleum, and United Meridian
CORPORATE GOVERNANCE
El Paso's corporate governance
policies meet or exceed all
requirements of Sarbanes-Oxley,
SEC, and NYSE regulations
BOARD OF DIRECTORS
o All of the company's non-management Directors (11 out of 12 nominees)
meet NYSE independence standards
o El Paso Directors cannot serve on the boards of more than 4 other
public companies
o Directors are required to attend a full day program of continuing
board education at least once every 2 years
o Company has a mandatory age limit that precludes Directors standing
for re-election in the year following their 73rd birthday
o El Paso has adopted minimum stock ownership requirements for Directors
and executive officers
LEAD DIRECTOR
o Since September 2002, El Paso has had a Lead Director to lead
executive sessions of the Board of Directors
o The Board of Directors regularly meets in executive session without
any member of management present--John Bissell recently named as Lead
Director Committees
COMMITTEES
o Audit committee consists solely of Directors who meet the heightened
audit committee independence requirements and NYSE's financial
literacy standards, and includes a "financial expert"
o Audit Committee members cannot serve on more than two other public
company audit committees
o Company's compensation and governance committees consist solely of
independent Directors
o Compensation committee now consists of Bissell and Wyatt plus new
Directors Whitmire, Dunlap, and Talbert
o Each committee is authorized to engage its own advisors and counsel
o Company's corporate governance guidelines and the committee charters
are publicly available
PRO SHAREHOLDER TAKEOVER PROFILE
o No staggered Board of Directors
o No rights plan or "poison pill"
o El Paso proposes to eliminate its "Fair Price" supermajority charter
provision at this year's annual meeting
ZILKHA/WYATT PROXY CONTEST
EL PASO SOUGHT TO AVOID THIS PROXY CONTEST:
o Consistently sought to engage Mr. Zilkha in dialogues to address his
concerns, including meetings with him and his advisors
o Offered Mr. Zilkha the opportunity to submit candidates for nomination
to the Board of Directors
o Despite these efforts, Mr. Zilkha rejected the company's proposals and
chose to launch the Zilkha/Wyatt proxy campaign
ZILKHA/WYATT PROXY CONTEST
Mr. Zilkha is not focused on the
Company's future
o Criticized strategic decisions which he supported while serving as a
director or advisory director of the Company
o During Zilkha's service as a director or advisory director from
October 1999 until June 2002, Zilkha did not vote against, or dissent
from, any board decision
o Voluntarily chose to relinquish his role as an advisory director to be
free from limitations on his personal sales of El Paso stock
ZILKHA/WYATT PROXY CONTEST
o Zilkha/Wyatt have not provided a business plan upon which to elect
their nominees
o Zilkha has admitted he does not have the information to develop a
detailed business plan or strategy, and that it would be
"inappropriate'' for him to do so
o Zilkha/Wyatt have proposed the unconventional step of having a
committee of 4 of their nominees run El Paso on a day-to-day basis
until a CEO is hired
ZILKHA/WYATT PROXY CONTEST
El Paso believes the interests of Oscar Wyatt conflict with the interests of
the company's shareholders
o Oscar Wyatt is working closely with Mr. Zilkha and sharing the costs of
the proxy contest
o Mr. Wyatt is the lead plaintiff in a shareholder suit
against El Paso
o Mr. Wyatt is the defendant in a lawsuit brought by
El Paso resulting from his default on payment of a company loan
guarantee in the amount of $2.5 MM
plus interest
o He has formed an energy company, NuCoastal, which has attempted to
acquire assets that compete with
El Paso, including Enron's Transwestern pipeline;
Mr. Wyatt has also bid on El Paso assets
CONCLUSION
o El Paso's Board of Directors and management are strong and have made
excellent progress
o Current business plan is on track and we are focused on delivering
substantial shareholder value
o Zilkha/Wyatt have offered no alternative business plan
o We believe that shareholders should reject the Zilkha/Wyatt proposal
BOARD NOMINEES
John M. Bissell Chairman of the Board, BISSELL
Lead Director Inc. Grand Rapids, MI: Floor
Director since: 2001 Care, Appliance and Detergent manufacturer
Member: Audit and Compensation Previously: Director of The Coastal
Committees Corporation (1985-2000); Director of American
Age: 72 Natural Resources Company, (1983-1996)
JUAN CARLOS BRANIFF Vice Chairman, Grupo Financiero BBVA
Bancomer Mexico City, Mexico: Commercial
Director since: 1997 Banking Institution
Chairman: Audit Committee
Member: Finance Committee Member of Board of Directors of Fomento
Age: 45 Economico Mexicano, S.A. de C.V. and Coca
Cola FEMSA, S.A. de C.V.
Previously: Grupo Financiero BBVA
Bancomer Deputy Chief Executive Officer
of Retail Banking (1994-1999), Executive
Vice President of Capital Investments and
Mortgage Banking (1991-1994)
JAMES L. DUNLAP Member of Board of Directors of
Director since: April 2003 Massachusetts Mutual Life Insurance
Member: Compensation and Company
Governance Committees
Age: 65 Previously: Vice Chairman, President and
Chief Operating Officer of Ocean
Energy/United Meridian Corporation
(1996-1999), Senior Vice President of
Texaco Inc. (1994-1996), President of
Texaco U.S.A. (1987-1994), President and
Chief Executive Officer of Texaco Canada
Inc. (1984-1986), Vice Chairman of Texaco
Ltd, London (1982-1983)
ROBERT W. GOLDMAN Business Consultant
Director since: February 2003 Previously: Senior Vice President,
Chairman: Finance Committee Finance and Chief Financial Officer of
Member: Audit Committee Conoco Inc. (1998-2002) and Vice
Age: 60 President, Finance (1991-1998); Held
various executive positions with Conoco
Inc. and E.I. Du Pont de Nemours & Co.,
Inc.; Vice President and Controller of
Conoco Inc. and Chairman of the
Accounting Committee of the American
Petroleum Institute
ANTHONY W. HALL, JR. City Attorney, City of Houston, Texas
Director since: 2001 Previously: Director of The Coastal
Member: Governance and Finance Corporation (1999-2001) Partner in the
Committees Houston law firm of Jackson Walker, LLP
Age: 58
RONALD L. KUEHN, JR. Chairman of the Board and Chief Executive
Officer, El Paso Corporation Houston, TX:
Director since: 1999 Diversified Energy Company
Age: 68
Member of Board of Directors of AmSouth
Bancorporation, Praxair, Inc. and The Dun
& Bradstreet Corporation
Previously: Lead Director of El Paso
(2002-2003); Non-executive Chairman of
the Board of El Paso (1999-2000);
President and CEO of Sonat Inc.
(1984-1999); Chairman of the Board of
Sonat Inc. (1986-1999)
J. CARLETON MACNEIL, JR. Financial Consultant, securities
brokerage and investments
Director since: 2001
Member: Audit and Governance Previously: Director of The Coastal
Age: 68 Committees Corporation (1997-2001); Director
of American Natural Resources Company
(1993-1996)
THOMAS R. MCDADE Senior Partner, McDade Fogler Maines,
L.L.P. Houston, TX: Law Firm
Director since: 2001
Member: Finance Committee Previously: Director of The Coastal
Age: 70 Corporation (1993-2001); Director of
Equity Corporation International; Senior
Partner with the law firm Fulbright &
Jaworski
J. MICHAEL TALBERT Chairman of the Board, Transocean Inc.
Houston, TX: Offshore Drilling Company
Director since: April 2003
Member: Compensation and Finance Member of Board of Directors of
Committees Transocean Inc. (since 1994)
Age: 56
Previously: CEO of Transocean Inc. and
its predecessor companies (1994-2002);
President and CEO of Lone Star Gas
Company (1990-1994); President of Texas
Oil & Gas Company (1987 to 1990); Various
positions at Shell Oil Company (1970-
1982); Formerly Chairman of the National
Ocean Industries Association
MALCOLM WALLOP Chairman, Western Strategy Group
Arlington, VA: Consulting Group
Director since: 1995
Chairman: Governance Committee President, Frontiers of Freedom
Member: Audit Committee Foundation, Arlington, VA: Political
Age: 70 Foundation
Member of Board of Directors of Hubbell
Inc. and Sheridan State Bank
Previously: Member of the United States
Senate for 18 years
JOHN WHITMIRE Chairman of the Board, CONSOL Energy,
Inc. Pittsburgh, PA: Multifuel Energy
Director since: March 2003 Provider and Energy Service Provider
Member: Compensation Committee
Age : 62 Member of Board of Directors of
GlobalSantaFe
Previously: Chairman and CEO of Union
Texas Petroleum Holdings, Inc.
(1996-1998); More than 30 years serving
Phillips Petroleum Company in various
positions including Executive Vice
President of Worldwide E&P (1992-1996)
and Vice President of North American E&P
(1988-1992); Member of the Phillips
Petroleum Company Board of Directors
(1994-1996)
JOE B. WYATT Chancellor Emeritus, Vanderbilt
University Nashville, TN: Higher
Director since: 1999 Education
Chairman: Compensation Committee Member of the Board of Directors of
Member: Governance Committee Ingram Micro, Inc. and Hercules, Inc.,
Age: 67 Chairman of the Board for the University
Research Association, Inc. and New
American Schools, Inc.
Principal of the Washington Advisory
Group, LLC of Washington, D.C.
Previously: Chancellor, Chief Executive
Officer and Trustee of Vanderbilt
University for more than 18 years;
Director of Sonat Inc. (1984-1999)