-----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, Udsqkhn6j8wR9BowkV2CFkHSeSbSRoPApwNqjxl9as2pBWelqlKUYHBXdzv2p1kD FQ7dFg2ReaWIf+HiZGnTOg== 0000895345-01-000103.txt : 20010224 0000895345-01-000103.hdr.sgml : 20010224 ACCESSION NUMBER: 0000895345-01-000103 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 9 333-31060 FILED AS OF DATE: 20010221 EFFECTIVENESS DATE: 20010221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EL PASO 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: S-4MEF SEC ACT: SEC FILE NUMBER: 333-55996 FILM NUMBER: 1551369 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA ST STREET 2: EL PASCO ENERGY BLDG CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7134202131 MAIL ADDRESS: STREET 1: 1001 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: EL PASO ENERGY CORP/DE DATE OF NAME CHANGE: 19980716 S-4MEF 1 0001.txt As filed with the Securities and Exchange Commission February 21, 2001 Registration No.333-31060 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ Form S-4 REGISTRATION STATEMENT Under the Securities Act of 1933 ------------------------ El Paso Corporation (formerly El Paso Energy Corporation) (Exact name of registrant as specified in its charter)
Delaware 4922 76-0568816 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.) incorporation or organization) Classification Code Number) ------------------------ El Paso Corporation Britton White Jr., Esq. El Paso Building Executive Vice President and General Counsel 1001 Louisiana Street El Paso Corporation Houston, Texas 77002 El Paso Building (713) 420-2131 1001 Louisiana Street (Address, including zip code, and telephone number, Houston, Texas 77002 including area code, of registrant's principal executive offices) (713) 420-2131 (Name and address, including zip code, and telephone number, including area code, of agent for service)
------------------------ Copy to: Gary P. Cooperstein, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8000 ------------------------ Approximate date of commencement of proposed sale of securities to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [x] Registration Statement No. 333-31060 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
CALCULATION OF REGISTRATION FEE =================================== ================= ====================== ==================== ==================== Proposed Maximum Title of Each Class of Securities Proposed Maximum Aggregate Offering to be Registered Amount to be Offering Price Per Price Amount of Registered Unit Registration Fee - ----------------------------------- ----------------- ---------------------- -------------------- -------------------- Common Stock, par value $3.00 per 2,000,000 (1) ------ $138,600,000(2) $34,650 share (including the associated preferred stock purchase rights) =================================== ================= ====================== ==================== ====================
(1) Represents the number of additional shares of common stock of the Registrant (including the associated preferred stock purchase rights) which may be issued in connection with the merger (the "Merger") of El Paso Merger Company, a wholly-owned subsidiary of the Registrant, with and into The Coastal Corporation as described in Registration Statement No. 333-31060, which was originally filed on Form S-4 on February 24, 2000 and subsequently amended on March 17, 2000. In connection with the filing of that Registration Statement, 269,271,625 shares of common stock (including the associated preferred stock purchase rights) of the Registrant were registered with the Securities and Exchange Commission and a fee of $2,275,394 was paid. (2) Pursuant to Rule 457(c) under the Securities Act of 1933, and solely for purposes of calculating the registration fee hereunder, the proposed maximum aggregate offering price is equal to (x) the number of additional shares of common stock (including the associated preferred stock purchase rights) of the Registrant which may be issued in connection with the Merger, multiplied by (y) $69.30, the average of the high and low prices per share of the common stock of the Registrant on February 15, 2001 as reported on the NYSE Composite Tape. EXPLANATORY NOTE This Registration Statement is being filed by the Registrant pursuant to General Instruction K to Form S-4 Registration Statement and Rule 462(b) under the Securities Act of 1933 to register an additional 2,000,000 shares of common stock (including the associated preferred stock purchase rights) of the Registrant for issuance in connection with the merger (the "Merger") of El Paso Merger Company, a wholly owned subsidiary of the Registrant, with and into The Coastal Corporation. The Registrant previously registered a total of 269,271,625 shares of common stock (including the associated preferred stock purchase rights) of the Registrant in connection with the Merger by means of a currently effective Registration Statement on Form S-4 (Registration No. 333-31060), which was originally filed with the Securities and Exchange Commission on February 24, 2000, and subsequently amended on March 17, 2000 (as amended, the "Prior Registration Statement"). The total number of shares of the Registrant to be issued pursuant to the Merger is now expected not to exceed 271,271,625. The contents of the Prior Registration Statement are hereby incorporated by reference into this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following exhibits are filed herewith: Exhibit Number Description - ------- ----------- 5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson regarding the legality of the additional shares of common stock of El Paso Corporation being registered. 23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of Deloitte & Touche LLP. 23.3 -- Consent of Huddleston & Co., Inc. 23.4 -- Consent of Donaldson, Lufkin & Jenrette Securities Corporation. 23.5 -- Consent of Merrill Lynch, Pierce Fenner & Smith Incorporated. 23.6 -- Consent of Fried, Frank, Harris, Shriver & Jacobson with respect to Exhibit 5.1 (included in Exhibit 5.1). 23.7 -- Consent of Fried, Frank, Harris, Shriver & Jacobson. 23.8 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 21 day of February, 2001. EL PASO CORPORATION By:/s/ WILLIAM A. WISE ------------------------------------ William A. Wise Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes H. Brent Austin and Britton White Jr., and each of them, as attorneys-in-fact with full power of substitution, to execute in the name and on behalf of such person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.
Signature Title Date --------- ----- ---- /s/ WILLIAM A. WISE Chairman of the Board, President, -------------------------- Chief Executive Officer and Director William A. Wise February 21, 2001 /s/ DAVID A. ARLEDGE Vice Chairman of the Board and ------------------------- Director David A. Arledge February 21, 2001 /s/ H. BRENT AUSTIN ------------------------- Executive Vice President and Chief H. Brent Austin Financial Officer February 21, 2001 /s/ JEFFREY I. BEASON -------------------------- (Chief Accounting Officer) Jeffrey I. Beason Director February 21, 2001 /s/ BYRON ALLUMBAUGH -------------------------- Byron Allumbaugh Director February 21, 2001 /s/ JOHN M. BISSELL -------------------------- John M. Bissell Director February 21, 2001 /s/ JUAN CARLOS BRANIFF -------------------------- Juan Carlos Braniff Director February 21, 2001 /s/ JAMES F. GIBBONS -------------------------- James F. Gibbons Director February 21, 2001 /s/ ANTHONY W. HALL, JR. -------------------------- Anthony W. Hall, Jr. Director February 21, 2001 /s/ RONALD L. KUEHN, JR. -------------------------- Ronald L. Kuehn, Jr. Director February 21, 2001 /s/J. CARLETON MACNEIL, JR. --------------------------- J. Carleton MacNeil, Jr. Director February 21, 2001 /s/ THOMAS R. MCDADE --------------------------- Thomas R. McDade Director February 21, 2001 /s/ MALCOLM WALLOP --------------------------- Malcolm Wallop Director February 21, 2001 /s/ JOE B. WYATT --------------------------- Joe B. Wyatt Director February 21, 2001
EXHIBIT INDEX Exhibit Number Description - ------- ----------- 5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson regarding the legality of the additional shares of common stock of El Paso Corporation being registered. 23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of Deloitte & Touche LLP. 23.3 -- Consent of Huddleston & Co., Inc. 23.4 -- Consent of Donaldson, Lufkin & Jenrette Securities Corporation. 23.5 -- Consent of Merrill Lynch, Pierce Fenner & Smith Incorporated. 23.6 -- Consent of Fried, Frank, Harris, Shriver & Jacobson with respect to Exhibit 5.1 (included in Exhibit 5.1). 23.7 -- Consent of Fried, Frank, Harris, Shriver & Jacobson. 23.8 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP. EX-5.1 2 0002.txt EXHIBIT 5.1 [Letterhead of Fried, Frank, Harris, Shriver & Jacobson] Direct Phone: 212.859.8128 Fax: 212.859.8586 February 21, 2001 El Paso Corporation El Paso Building 1001 Louisiana Street Houston, Texas 77002 Ladies and Gentlemen We are acting as special counsel to El Paso Corporation (formerly El Paso Energy Corporation), a Delaware corporation ("El Paso"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") being filed pursuant to Rule 462(b) under the Securities Act of 1933 (the "Securities Act") relating to the issuance of up to 2,000,000 shares (the "Additional Shares") of common stock, par value $3.00 per share, of El Paso ("El Paso Common Stock") by El Paso in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 17, 2000, by and among El Paso, El Paso Merger Company, a Delaware corporation and a wholly owned subsidiary of El Paso and The Coastal Corporation, a Delaware corporation (now known as El Paso CGP Company) ("Coastal"). Pursuant to the Merger Agreement, El Paso Merger Company has merged with and into Coastal, with Coastal surviving the merger as a wholly owned subsidiary of El Paso. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of El Paso, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of El Paso as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the Merger Agreement, the Registration Statement on Form S-4 (No. 333-31060) (the "Prior Registration Statement") and the Registration Statement, including all Exhibits thereto. In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Merger Agreement and certificates and oral or written statements and other information of or from representatives of El Paso and others and assume compliance on the part of all parties to the Merger Agreement with their covenants and agreements contained herein. Based upon the foregoing and subject to the limitations set forth herein, we are of the opinion that assuming all the outstanding shares of Coastal in respect of which shares of El Paso Common Stock are to be issued as described in the Registration Statement are validly issued, fully paid and nonassessable, the Additional Shares of El Paso Common Stock, when issued as described in the Prior Registration Statement, will be validly issued, fully paid and nonassessable. The opinion expressed above is based on the General Corporation Law of the State of Delaware as currently in effect, together with the applicable provisions of the Constitution of the State of Delaware and relevant decisional law. The opinion expressed herein is given as of the date hereof, and we undertake no obligation to supplement this letter, if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein or for any other reason. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the references to this firm whenever appearing in the Registration Statement and any amendments thereto. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, Fried, Frank, Harris, Shriver & Jacobson By: /s/ Gary P. Cooperstein ------------------------------------- EX-23.1 3 0003.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of El Paso Corporation (the "Company" and formerly known as El Paso Energy Corporation) of our report dated February 16, 2000 relating to the consolidated financial statements and financial statement schedule, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the reference to us under the heading of "Experts" in the Registration Statement on Form S-4 (No. 333-31060) which is incorporated by reference in this Registration Statement. /s/ PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP Houston, Texas February 14, 2001 EX-23.2 4 0004.txt EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of El Paso Corporation on Form S-4 of our report dated February 8, 2000, appearing in the Annual Report on Form 10-K/A of The Coastal Corporation for the year ended December 31, 1999, and to the reference to us under the heading "Experts" in the Registration Statement (No. 333-31060), which is incorporated by reference into this Registration Statement. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Houston, Texas February 15, 2001 EX-23.3 5 0005.txt EXHIBIT 23.3 [Huddleston & Co., Inc. Letterhead] CONSENT OF HUDDLESTON & CO., INC. El Paso Corporation El Paso Building 1001 Louisiana Street Houston, Texas 77002 Dear Sirs: We hereby consent to the filing of this consent as an exhibit to the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission; to the use of our name therein; to the inclusion of, or reference to, our reports of estimated proved reserves attributable to certain oil and gas properties of subsidiaries of The Coastal Corporation, and our estimates of future net cash flows and present value of these reserves; and to the reference to our firm under the heading "Experts" in the Registration Statement. /s/ Peter D. Huddleston ---------------------------- Peter D. Huddleston, P.E. President Huddleston & Co., Inc. February 14, 2001 EX-23.4 6 0006.txt EXHIBIT 23.4 CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION We hereby consent to (i) the inclusion of our opinion letter, dated January 17, 2000, to the Board of Directors of El Paso Energy Corporation (the "Company") as Annex D to the Joint Proxy Statement/Prospectus of the Company and The Coastal Corporation which is included in the Registration Statement (No. 333-31060) that is incorporated by reference into this Registration Statement on Form S-4 relating to the merger between a wholly-owned subsidiary of the Company and The Coastal Corporation and (ii) all references to Donaldson, Lufkin & Jenrette in the section captioned "OPINIONS OF FINANCIAL ADVISORS--Opinion of Financial Advisor to El Paso" of such Joint Proxy Statement/Prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under, and we do not admit that we are "experts" for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: /s/ PAUL A. DAVIS ------------------------ Name: Paul A. Davis Title: Senior Vice President Houston, Texas February 15, 2001 EX-23.5 7 0007.txt EXHIBIT 23.5 [Merrill Lynch, Pierce, Fenner & Smith Incorporated Letterhead] CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED We hereby consent to (i) the use of our opinion letter to the Board of Directions of The Coastal Corporation (the "Company") included as Annex E to the Joint Proxy Statement/Prospectus which is included in the Registration Statement (No. 333-31060) that is incorporated by reference into this Registration Statement on Form S-4 relating to the merger of El Paso Merger Company, a wholly-owned subsidiary of El Paso Company, with and into the Company, and (ii) the references to such opinion in such Joint Proxy Statement/Prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ DAVID S. MILLER ---------------------------- Name: David S. Miller Title: Director February 14, 2001 EX-23.7 8 0008.txt EXHIBIT 23.7 [Fried, Frank, Harris, Shriver & Jacobson Letterhead] CONSENT OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON We hereby consent to the incorporation by reference in the Registration Statement on Form S-4 being filed by El Paso Corporation pursuant to Rule 462(b) of our opinion included as Exhibit 8.1 to the Registration Statement (No. 333-31060) (the "Prior Registration Statement") and to the use of our name in that portion of the Joint Proxy Statement (included in the Prior Registration Statement) captioned "Legal Matters." In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act. Fried, Frank, Harris, Shriver & Jacobson By: /s/ Alan S. Kaden ------------------------------------ February 21, 2001 EX-23.8 9 0009.txt Exhibit 23.8 [Skadden, Arps, Slate, Meagher & Flom LLP Letterhead] El Paso Corporation El Paso Building 1001 Louisiana Street Houston, Texas 77002 We hereby consent to the incorporation by reference into this registration statement of our opinion dated March 17, 2000 (as set forth in Exhibit 8.2 to the registration statement of El Paso Energy Corporation on Form S-4 (No. 333-31060)) and to the use of our name under the caption "Legal Matters" in the joint proxy statement/prospectus included therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. /s/ Skadden, Arps, Slate, Meagher & Flom LLP Skadden, Arps, Slate, Meagher & Flom LLP Dated: February 19, 2001 -----END PRIVACY-ENHANCED MESSAGE-----