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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]
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
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(Name of Registrant as Specified in its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Q&A'S POSTED ON EL PASO'S STRAIGHT TALK INTRANET WEBSITE ON JUNE 11, 2003.
The following Q&As were posted on El Paso's Straight Talk Intranet Website on
June 11, 2003. Each Q&A contains a link to the legends, "CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS" and "ADDITIONAL IMPORTANT
INFORMATION", as provided here below.
MORE SHAREHOLDERS MEETING Q&As
JUNE 10, 2003
DOES THE ZILKHA/WYATT TEAM HAVE ACCESS TO OUR INTRANET AND EMAIL
COMMUNICATIONS?
No. Only company employees have access to El Paso's intranet site and our
email system.
THE JUNE 9 PRESS RELEASE REGARDING WYATT'S FULL-PAGE AD REFERENCES A SERIES
OF GREENMAIL TRANSACTIONS BY COASTAL. WHAT IS GREENMAIL?
Greenmail occurs when a target company repurchases its stock from a hostile
suitor at a premium to its market value. As a result of the greenmail
transaction, the hostile suitor profits at the expense of the remaining
shareholders, who are not offered the same opportunity to have their shares
repurchased at a premium.
HOW SOON AFTER THE ANNUAL SHAREHOLDERS' MEETING WILL WE KNOW WHETHER EL PASO
MANAGEMENT WON THE PROXY CONTEST?
We will announce the final results of the proxy contest when the independent
proxy agency in charge of tabulating the shareholder votes completes its
work. The process of tallying the final vote can be very time-intensive, and
it may be several weeks before the tabulating agency has the final results.
COULD A PROPOSED ASSET SALE BE AFFECTED BY THE PROXY CONTEST VERDICT?
The company's current management intends to negotiate proposed asset sales in
accordance with our 2003 operational and financial business plan. The
Zilkha/Wyatt slate has indicated that they will evaluate all El Paso assets
to determine their productivity.
I KNOW THAT EL PASO SHAREHOLDERS OF RECORD ON MAY 2, 2003 CAN VOTE THEIR
SHARES AT THE JUNE 17 MEETING. WHAT PERCENTAGE OF SHARES DID EL PASO
EMPLOYEES OWN ON MAY 2?
El Paso employees owned approximately 4 percent of our company's outstanding
stock through various company plans on May 2, with approximately 2.6 percent
of the stock held by non-executive employees and approximately 1.4 percent
held by executives.
WHERE CAN I FIND INFORMATION ABOUT THE PROPOSALS IN ADDITION TO THE ELECTION
OF DIRECTORS THAT WILL BE DECIDED AT THE MEETING?
The Definitive Proxy Statement that we filed with the Securities Exchange
Commission on May 9 was sent to El Paso shareholders via direct mail and
includes information about each of the proposals on the proxy card. This
document is also on our Web site at www.elpaso.com/Investors/SEC
filing/05/09/03 DEFC14A Definitive Proxy Statement.
PEOPLE ARE UNDER THE IMPRESSION THEY CAN SUBMIT THEIR RSP PROXY AT THE
SHAREHOLDER MEETING ON JUNE 17, 2003. IS THIS THE CASE?
No. Proxy instructions for voting your RSP shares must be received by
Friday, June 13. To make sure your vote arrives on time, you can photocopy
both sides of your proxy card onto a single sheet of paper, then fax your RSP
proxy to Ellen Philip Associates, independent inspector for the RSP plan, at
212-645-8046. Remember, the fax must be received by Friday, June 13 for your
vote to be included
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.
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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.
The following is a notice mailed on June 10, 2003 to participants in El
Paso's Retirement Savings Plan:
IMPORTANT NOTICE
Because of an address error, you might not have received the enclosed
materials relating to the Annual Meeting of Stockholders of El Paso
Corporation.
If you previously completed, signed and dated a voting instruction form
related to your voting shares in the El Paso Retirement Savings Plan and
returned it to the Trustee, and you do not wish to change your instruction,
no further action is necessary. If you have not done so, please complete the
enclosed voting instruction form immediately. Since time is short, you may
fax it to the Trustee's agent at:
(212) 645-8046
BE SURE TO FAX BOTH SIDES OF THE VOTING INSTRUCTION FORM. Your voting
instruction must be received by noon, Eastern daylight time, on Friday, June
13, 2003, to be included in the tally.