-----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, FY2P1531avEDCAGw86ekPPaqx+qC1fB1hTLW9JfJWpaGbQ/NwBwzfK6b1ZGiETxo 61VITShaEG4IuZ5nBNy69A== 0000950129-03-006350.txt : 20031230 0000950129-03-006350.hdr.sgml : 20031230 20031230163434 ACCESSION NUMBER: 0000950129-03-006350 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031230 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55241 FILM NUMBER: 031078107 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 h11530a4sctoviza.txt EL PASO CORPORATION - AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 AMENDMENT NO. 4 TO SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 EL PASO CORPORATION (Name of Subject Company (Issuer)) EL PASO CORPORATION (ISSUER) (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person) 9.00% EQUITY SECURITY UNITS (Title of Class of Securities) 28336L 20 8 (CUSIP Number of Class of Securities) ROBERT W. BAKER, ESQ. EL PASO CORPORATION EL PASO BUILDING 1001 LOUISIANA STREET HOUSTON, TEXAS 77002 (713) 420-2600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) COPY TO: DAVID F. TAYLOR LOCKE LIDDELL & SAPP LLP 600 TRAVIS 3400 JPMORGAN CHASE TOWER HOUSTON, TEXAS 77002 (713) 226-1200 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $ 295,492,500 $ 23,906 * Estimated solely for the purpose of calculating the amount of the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, and based on the product of (i) $28.55, the average high and low prices of the 9.00% Equity Security Units (the "units") as reported on the New York Stock Exchange as of October 21, 2003 and (ii) 10,350,000 the maximum number of units to be received in the exchange offer. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $26,562 Filing Party: El Paso Corporation Form or Registration No.: File No. 5-55241 Date Filed: October 24, 2003
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] AMENDMENT NO. 4 TO SCHEDULE TO This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed with the Securities and Exchange Commission on October 24, 2003, as amended by Amendment No. 1 thereto filed on November 19, 2003, Amendment No. 2 thereto filed on December 2, 2003, and Amendment No. 3 thereto filed on December 16, 2003, by El Paso Corporation, a Delaware corporation ("El Paso"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with its offer to exchange up to 10,350,000 of its outstanding 9.00% Equity Security Units ("Equity Security Units") for shares of its common stock, par value $3.00 per share ("Common Stock"), and cash upon the terms and subject to the conditions set forth in the Second Amended and Restated Confidential Offering Memorandum, dated December 2, 2003 (the "Offering Memorandum"), and in the related Second Amended and Restated Letter of Transmittal (which were filed as exhibits (a)(1)(M) and (a)(1)(N) to Amendment No. 2, respectively, and collectively constitute the "Exchange Offer"). For each Equity Security Unit, El Paso will deliver (1) 2.5063 shares of Common Stock and (2) cash in the amount of $9.70, all as further described in the Offering Memorandum. The information in the Exchange Offer, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference with respect to all the items of this Schedule TO, except as otherwise set forth below. This Amendment No. 4 is the final amendment to the Schedule TO. ITEM 4. TERMS OF THE TRANSACTION. The Exchange Offer is amended and supplemented to add the following: The Exchange Offer expired at 5:00 p.m., New York City time, on Tuesday, December 23, 2003. Pursuant to the Exchange Offer, 6,057,953 Equity Security Units, representing approximately 53% of the outstanding Equity Security Units, were properly tendered and not withdrawn and all of such tendered Equity Security Units were accepted for exchange by El Paso. The Exchange Offer was made for up to 10,350,000 Equity Security Units, or up to 90% of the outstanding Equity Security Units. There was no proration. Subject to the terms and conditions of the Exchange Offer, El Paso will issue an aggregate of 15,182,972 shares of Common Stock and $58,762,750 in cash, including cash paid in lieu of fractional shares, in exchange for such tendered Equity Security Units. ITEM 12. EXHIBITS. Item 12 to the Schedule is amended and supplemented as follows: (a)(5)(D) Press Release, dated December 24, 2003. (a)(5)(E) Press Release, dated December 30, 2003. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. EL PASO CORPORATION By: /s/ D. Dwight Scott ----------------------------------- Name: D. Dwight Scott Title: Executive Vice President and Chief Financial Officer Dated: December 30, 2003 EXHIBIT INDEX (a)(5)(D) Press Release, dated December 24, 2003. (a)(5)(E) Press Release, dated December 30, 2003 EX-99.A5.D 3 h11530a4exv99wa5wd.txt PRESS RELEASE DATED DECEMBER 24, 2003 EXHIBIT (a)(5)(D) NEWS [EL PASO LOGO] For Immediate Release EL PASO CORPORATION ANNOUNCES PRELIMINARY RESULTS OF ITS EXCHANGE OFFER FOR 9.00% EQUITY SECURITY UNITS HOUSTON, TEXAS, DECEMBER 24, 2003--El Paso Corporation (NYSE: EP) today announced the preliminary results of its exchange offer for up to 10,350,000 of its 9.00% Equity Security Units (the "Units"), which expired at 5:00 p.m., New York City time, on Tuesday, December 23, 2003. Based on a preliminary count, 6,057,953 Units were tendered for exchange, including 165,469 Units tendered by notice of guaranteed delivery. This amount represents approximately 53 percent of the outstanding Units. In accordance with the terms of the exchange offer, El Paso anticipates accepting all tendered Units without proration among those tendering. The final results of the exchange offer will be announced promptly after completion of the verification process. In accordance with the terms and subject to the conditions of the exchange offer, El Paso will exchange 2.5063 shares of its common stock and $9.70 of cash for each Unit tendered. Cash will be paid in lieu of fractional shares in the exchange. The consideration for Units accepted will be delivered promptly after final determination of the number of Units tendered. El Paso Corporation's purpose is to provide natural gas and related energy products in a safe, efficient, dependable manner. The company owns North America's largest natural gas pipeline system and one of North America's largest independent natural gas producers. For more information, visit www.elpaso.com. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS - -------------------------------------------------------------------------------- This release includes forward-looking statements and projections. 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, the ability to implement and achieve our objectives in the long-range plan; the successful implementation of the settlement related to the western energy crisis; actions by the credit rating agencies; the successful close of our financing transactions; our ability to successfully exit the energy trading business; our ability to divest of certain assets; changes in commodity prices for oil, natural gas, and power; inability to realize anticipated synergies and cost savings associated with restructurings and divestitures on a timely basis; changes in reserves estimates based upon internal and third party reserve analyses; general economic and weather conditions in geographic 1 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; the uncertainties associated with the outcome of governmental investigations; the outcome of pending litigation including shareholder derivative and class actions; political and currency risks associated with international operations of the company and its affiliates especially due to the instability in Brazil and economic conditions in Mexico; 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. CONTACTS Investor and Public Relations Bruce L. Connery, Vice President Office: (713) 420-5855 Fax: (713) 420-4417 Media Relations Mel Scott, Director Office: (713) 420-3039 Fax: (713) 420-6341 2 EX-99.A5.E 4 h11530a4exv99wa5we.txt PRESS RELEASE DATED DECEMBER 30, 2003 EXHIBIT (A)(5)(E) NEWS [EL PASO LOGO] For Immediate Release EL PASO CORPORATION ANNOUNCES FINAL RESULTS OF ITS EXCHANGE OFFER FOR 9.00% EQUITY SECURITY UNITS HOUSTON, TEXAS, DECEMBER 30, 2003--El Paso Corporation (NYSE: EP) today announced the final results of its exchange offer for up to 10,350,000 of its 9.00% Equity Security Units (the "Units"), which expired at 5:00 p.m., New York City time, on Tuesday, December 23, 2003. Based on a final count, 6,057,953 Units were tendered for exchange, representing approximately 53 percent of the outstanding Units. In accordance with the terms of the exchange offer, El Paso accepted all tendered Units without proration among those tendering. El Paso exchanged an aggregate of 15,182,972 shares of its common stock and $58,762,750 of cash, including cash paid in lieu of fractional shares, for the accepted Units. The consideration for the accepted Units will be delivered promptly. El Paso Corporation's purpose is to provide natural gas and related energy products in a safe, efficient, dependable manner. The company owns North America's largest natural gas pipeline system and one of North America's largest independent natural gas producers. For more information, visit www.elpaso.com. Cautionary Statement Regarding Forward-Looking Statements This release includes forward-looking statements and projections. 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, the ability to implement and achieve our objectives in the long-range plan; the successful implementation of the settlement related to the western energy crisis; actions by the credit rating agencies; the successful close of our financing transactions; our ability to successfully exit the energy trading business; our ability to divest of certain assets; changes in commodity prices for oil, natural gas, and power; inability to realize anticipated synergies and cost savings associated with restructurings and divestitures on a timely basis; changes in reserves estimates based upon internal and third party reserve analyses; 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; the uncertainties associated with the outcome of governmental investigations; the outcome of pending litigation including shareholder derivative and class actions; political and currency risks associated with international operations of the company and its affiliates especially due to the instability in Brazil and economic conditions in Mexico; 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. CONTACTS Investor and Public Relations Bruce L. Connery, Vice President Office: (713) 420-5855 Fax: (713) 420-4417 Media Relations Mel Scott, Director Office: (713) 420-3039 Fax: (713) 420-6341 -----END PRIVACY-ENHANCED MESSAGE-----