-----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, LoBOiKvh/IphEKq9GCQhFbvavE0oe20AbjDcuA/VcBqo8jP7uDOxYXDJZCsbXpc9 aSoBAEmAd8ZZrLuNoAsHdg== 0000950129-01-502212.txt : 20010801 0000950129-01-502212.hdr.sgml : 20010801 ACCESSION NUMBER: 0000950129-01-502212 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010730 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010731 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-14365 FILM NUMBER: 1694019 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA ST STREET 2: EL PASO 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 8-K/A 1 h89405e8-ka.txt EL PASO CORPORATION - 07/30/01 1 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 31, 2001 (Date of Earliest Event Reported: July 30, 2001) EL PASO CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 1-14365 76-0568816 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) EL PASO BUILDING 1001 LOUISIANA STREET HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) (713) 420-2600 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- 2 ITEM 5. OTHER EVENTS. On July 25, 2001, El Paso Corporation (the "Company") entered into a Terms Agreement with J.P. Morgan Securities Inc., ABN AMRO Incorporated and Banc of America Securities LLC, pursuant to which the Company issued $700,000,000 aggregate principal amount of 7.80% Medium Term Notes. The net proceeds from the sale of the Medium Term Notes were approximately $688 million and will be used by the Company to repay outstanding short-term indebtedness and for general corporate purposes. This Form 8-K/A amends the Current Report on Form 8-K filed by the Company on July 30, 2001 to provide additional information with respect to the Company's use of the proceeds from the Medium Term Notes offering. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The Company is filing herewith the following exhibits in connection with the offering of Medium Term Notes pursuant to its Registration Statement on Form S-3 (No. 333-59704) filed with the Securities and Exchange Commission under the Securities Act of 1933: 1.1 Terms Agreement dated July 25, 2001 among the Company, Banc of America Securities LLC, ABN AMRO Incorporated and J.P. Morgan Securities Inc.* 1.2 Distribution Agreement dated July 24, 2001 among the Company, Banc of America Securities LLC, ABN AMRO Incorporated and J.P. Morgan Securities Inc.* 4.1 Form of 7.80% Medium Term Note due 2031.* 5.1 Opinion and consent of Andrews & Kurth L.L.P. regarding the legality of the securities.* 12.1 Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 of the Company's Current Report on Form 8-K filed July 26, 2001). - ---------------- * Previously filed with the Company's Current Report on Form 8-K dated July 30, 2001. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. By: /s/ Jeffrey I. Beason ----------------------------------- Jeffrey I. Beason Senior Vice President and Controller (Chief Accounting Officer) Dated: July 31, 2001 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 1.1 Terms Agreement dated July 25, 2001 among the Company, Banc of America Securities LLC, ABN AMRO Incorporated and J.P. Morgan Securities Inc.* 1.2 Distribution Agreement dated July 24, 2001 among the Company, Banc of America Securities LLC, ABN AMRO Incorporated and J.P. Morgan Securities Inc.* 4.1 Form of 7.80% Medium Term Note due 2031.* 5.1 Opinion and consent of Andrews & Kurth L.L.P. regarding the legality of the securities.* 12.1 Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 of the Company's Current Report on Form 8-K filed July 26, 2001). - --------------- * Previously filed with the Company's Current Report on Form 8-K dated July 30, 2001. -----END PRIVACY-ENHANCED MESSAGE-----