-----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, TqGp4y//brAA78ncrzH+yF/w3gVI3CY8275ayUKQETTkXmUFuTFSp4Y2i9mUpZ13 9gF/MK28p6us082sfqrZOg== 0000895345-03-000362.txt : 20030723 0000895345-03-000362.hdr.sgml : 20030723 20030602112652 ACCESSION NUMBER: 0000895345-03-000362 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030602 EFFECTIVENESS DATE: 20030602 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14365 FILM NUMBER: 03727409 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA ST, SUITE 2955A STREET 2: EL PASO BLDG CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7134202600 MAIL ADDRESS: STREET 1: 1001 LOUISIANA ST STREET 2: SUITE 2955A CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: EL PASO ENERGY CORP/DE DATE OF NAME CHANGE: 19980716 DEFA14A 1 gcs14a.txt - ------------------------------------------------------------------------------- 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 Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 EL PASO CORPORATION - ------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) - ------------------------------------------------------------------------------- (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: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (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): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [ ] 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: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- [LOGO - EL PASO] May 30, 2003 Dear Fellow Employees, I wanted to give you an update on the proxy contest and thank you for your efforts on our behalf. My preference would be to thank you in person, but I will be meeting with shareholders across the country next week. This week we met with a number of our largest shareholders, and I believe those meetings went very well. There is widespread appreciation of the fact that we have made tremendous progress over the past several months. The announcement or completion of 67 percent of our asset sales program, the improvement in our liquidity, the renewal of our bank facilities, the strengthening of our balance sheet and other accomplishments have all been important to our investors, and they are encouraged by this progress. Clearly the recovery in our stock and bond prices provide evidence of this fact. From my meetings with shareholders, I believe that they understand the differences between the El Paso and Zilkha/Wyatt alternatives. Investors see that we are executing a detailed business plan designed to reduce the company's debt to a reasonable level, generate free cash flow, and invest for the future. The dissidents do not have a well-defined plan for the company. Instead of acknowledging the progress the company has made, they remain obsessed with finger pointing over past decisions, many of which were made during Mr. Zilkha's tenure on our Board. Ultimately, our shareholders will vote for the Board and management that they believe will best operate El Paso and deliver shareholder value. We are delivering on our commitments. We have great employees, an excellent management team, a solid Board, and a clear plan and program of execution for the future. For these reasons, I am optimistic about the outcome of this contest. As I mentioned at the start, I greatly appreciate the time you are taking to call our shareholders. The people you are calling comprise a very significant portion of our shareholder base, and they will be an important factor in the final vote. Please keep calling and letting our shareholders know that we have the Board, management, employees, plan, and program of execution to complete El Paso's turnaround. Thank you for your hard work. Sincerely, /s/ Ronald L. Kuehn, Jr. ------------------------------------ Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----