-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvpVPUZsyaQwmqRHivFqsJf7qJ/Lh/dG2JoaSDXUJ2p39ArXzSM8U5p/pj2rQ8lp xsKkEsW7OHga/TIcPfVDqA== 0000950129-99-001900.txt : 19990503 0000950129-99-001900.hdr.sgml : 19990503 ACCESSION NUMBER: 0000950129-99-001900 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990430 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EL PASO ENERGY CORP/DE CENTRAL INDEX KEY: 0001066107 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760568816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55241 FILM NUMBER: 99607590 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7134202131 MAIL ADDRESS: STREET 1: 1001 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SONAT INC CENTRAL INDEX KEY: 0000092236 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 630647939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1900 FIFTH AVENUE NORTH STREET 2: AMSOUTH SONAT TOWER CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053253800 MAIL ADDRESS: STREET 1: PO BOX 2563 CITY: BIRMINGHAM STATE: AL ZIP: 35202 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NATURAL RESOURCES INC DATE OF NAME CHANGE: 19820305 SC 13D/A 1 SONAT, INC. FOR EL PASO ENERGY CORP. - AMEND.NO.1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 EL PASO ENERGY CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $3.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 283905107 - -------------------------------------------------------------------------------- (CUSIP Number) William A. Smith, Esq. Sonat Inc. AmSouth-Sonat Tower Birmingham, Alabama 35203 (205) 325-3800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Seth A. Kaplan, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, N.Y. 10019 (212) 403-1000 April 30, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] 2 SCHEDULE 13D - ---------- ----------------- CUSIP NO. 283905107 Page 2 of 6 Pages - ---------- ----------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Sonat Inc. 63-0647939 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) WC; OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of 24,349,638 Shares ----------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned By -0- Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person 24,349,638 With ----------------------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 24,349,638 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 16.6% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- 3 This Amendment No. 1 (this "Amendment No. 1") to the Statement on Schedule 13D filed on March 23, 1999 (the "Schedule 13D") relating to the Common Stock, par value $3.00 per share (the "El Paso Common Stock"), of El Paso Energy Corporation, a Delaware corporation ("El Paso"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. The following is added to the response to Item 4: On April 30, 1999, Sonat and El Paso entered into the Second Amended and Restated Agreement and Plan of Merger, dated as of March 13, 1999 (the "Second Amended Merger Agreement"), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of March 13, 1999, between Sonat and El Paso (as previously amended and restated by the First Amended and Restated Agreement and Plan of Merger (the "Merger Agreement")). The Second Amended Merger Agreement amends the Merger Agreement to provide that the Board of Directors of El Paso will be comprised of 12 members. El Paso will designate seven individuals to serve on the El Paso board of directors after the Merger. Sonat will designate five individuals to serve on the El Paso board of directors after the Merger. The foregoing description of the Second Amended Merger Agreement is qualified in its entirety by reference to the Second Amended Merger Agreement, a copy of which is filed as an exhibit hereto and is incorporated by reference herein. ITEM 5. INTEREST IN SECURITIES OF ISSUER. The following is added to the response to Item 5(c): (c) No transactions in El Paso Common Stock were effected by Sonat or, to the best knowledge of Sonat, any of the persons listed on Annex I to the Schedule 13D, since the filing of the Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended and restated in its entirety by the following: Except as set forth in the Schedule 13D, as amended by this Amendment No. 1, to the best knowledge of Sonat, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or listed on Annex I to the Schedule 13D, and between such persons and any person with respect to any securities of El Paso, including but not limited to, transfer or voting of any of the securities of El Paso, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of El Paso. Page 3 of 6 4 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed as part of this Amendment No. 1: Exhibit 1* -- Agreement and Plan of Merger, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to Exhibit 2.1 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 2* -- El Paso Stock Option Agreement, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to Exhibit 99.1 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 3* -- Sonat Stock Option Agreement, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to Exhibit 99.2 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 4* -- Voting Agreement, dated as of March 13, 1999, by and between El Paso Energy Corporation, Selim K. Zilkha, in his individual capacity and in his capacity as trustee of the Selim K. Zilkha Trust, and Michael Zilkha (incorporated by reference to Exhibit 99.3 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 5* -- Voting Agreement, dated as of March 13, 1999, by and between El Paso Energy Corporation, and Ronald L. Kuehn, Jr. (incorporated by reference to Exhibit 99.4 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 6 -- Second Amended and Restated Agreement and Plan of Merger, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to 2.1 to El Paso's Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-75781), filed with the Securities and Exchange Commission on April 30, 1999). - --------------- * Previously filed Page 4 of 6 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: April 30, 1999 SONAT INC. By: /s/ WILLIAM A. SMITH ------------------------------- Name: William A. Smith Title: Executive Vice President and General Counsel Page 5 of 6 6 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- Exhibit 1* -- Agreement and Plan of Merger, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to Exhibit 2.1 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 2* -- El Paso Stock Option Agreement, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to Exhibit 99.1 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 3* -- Sonat Stock Option Agreement, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to Exhibit 99.2 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 4* -- Voting Agreement, dated as of March 13, 1999, by and between El Paso Energy Corporation, Selim K. Zilkha, in his individual capacity and in his capacity as trustee of the Selim K. Zilkha Trust, and Michael Zilkha (incorporated by reference to Exhibit 99.3 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 5* -- Voting Agreement, dated as of March 13, 1999, by and between El Paso Energy Corporation and Ronald L. Kuehn, Jr. (incorporated by reference to Exhibit 99.4 to Sonat's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 1999). Exhibit 6 -- Second Amended and Restated Agreement and Plan of Merger, dated as of March 13, 1999, by and between Sonat Inc. and El Paso Energy Corporation (incorporated by reference to 2.1 to El Paso's Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-75781), filed with the Securities and Exchange Commission on April 30, 1999). - --------------- * Previously filed Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----