As filed with the Securities and Exchange Commission on June 26, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EL PASO CORPORATION
EL PASO CAPITAL TRUST II
EL PASO CAPITAL TRUST III
(Exact name of registrant as specified in its charter)
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)
DELAWARE 76-0568816
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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EQUITY SECURITY UNITS NEW YORK STOCK EXCHANGE
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the follow box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the follow box. [ ]
Securities Act registration statement file number to which this form
relates: 333-82412 333-82412-01 333-82412-02
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Item 1. Description of Registrant's Securities to be Registered.
The description of the 9.00% Equity Security Units (the "Units") of El
Paso Corporation, a Delaware corporation ("El Paso"), registered hereby is
contained under the headings "Description of the Equity Security Units,"
"Description of the Senior Notes" and "Description of Capital Stock" in the
Prospectus Supplement dated June 20, 2002, to the Prospectus dated February 27,
2002, forming a part of El Paso's Registration Statement on Form S-3 (File Nos.
333-82412, 333-82412-01 and 333-82412-02) filed with the Securities and Exchange
Commission (the "Commission") on February 8, 2002, as declared effective by the
Commission on February 27, 2002 (as the same may be amended or supplemented from
time to time, the "Registration Statement"), and is hereby incorporated herein
by reference. For purposes of such description, any prospectus supplement
relating to the Registration Statement filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, which purports to describe the Units shall
be deemed to be incorporated herein by reference.
Item 2. Exhibits.
See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Form 8-A/A
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Dated: June 26, 2002 EL PASO CORPORATION
/s/ David L. Siddall
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By: David L. Siddall
Vice President, Associate General
Counsel and Corporate Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.A* Restated Certificate of Incorporation of El Paso, as filed
with the Delaware Secretary of State on February 7, 2001, as
amended on May 23, 2002.
3.B Restated By-Laws of El Paso (incorporated by reference to
Exhibit 3.B to El Paso's Form 8-K dated February 14, 2001).
4.A Amended and Restated Shareholder Rights Agreement, between El
Paso and BankBoston, N.A. dated January 20, 1999 (incorporated
by reference to Exhibit 1 to El Paso's Registration Statement
on Form 8-A/A Amendment No. 1 filed January 29, 1999).
4.B* Certificate of Elimination and Retirement of Series B
Mandatorily Convertible Single Reset Preferred Stock and
Series C Mandatorily Convertible Single Reset Preferred Stock
of El Paso as filed with the Delaware Secretary of State on
May 23, 2002.
4.C Purchase Contract between The Coastal Corporation and The Bank
of New York as Purchase Contract Agent and First Supplement to
the Purchase Agreement dated as of January 29, 2001 among The
Coastal Corporation, El Paso and The Bank of New York, as
Purchase Contract Agent (incorporated by reference to Exhibit
4.D to El Paso's 2000 Form 10-K ).
4.D Indenture dated as of May 10, 1999, by and between El Paso and
JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as
Trustee (incorporated by reference to Exhibit 4.1 to El Paso's
Form 8-K dated May 10, 1999).
4.E Eighth Supplemental Indenture, dated as of June 26, 2002,
between El Paso and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), as Trustee (incorporated by reference
to Exhibit 4.A to El Paso's Form 8-K filed June 26, 2002).
4.F Form of Senior Note due August 16, 2007 (included in Exhibit
4.A to El Paso's Form 8-K filed June 26, 2002).
4.G Purchase Contract Agreement, dated as of June 26, 2002,
between El Paso and JPMorgan Chase Bank, as Purchase Contract
Agent (incorporated by reference to Exhibit 4.B to El Paso's
Form 8-K filed June 26, 2002).
4.H Form of Equity Security Unit (included in Exhibit 4.B to El
Paso's Form 8-K filed June 26, 2002).
4.I Form of Stripped Unit (included in Exhibit 4.B to El Paso's
Form 8-K filed June 26, 2002).
4.J Pledge Agreement, dated as of June 26, 2002, among El Paso,
The Bank of New York, as Collateral Agent, Securities
Intermediary and Custodial Agent, and JPMorgan Chase Bank, as
Purchase Contract Agent (incorporated by reference to Exhibit
4.C to El Paso's Form 8-K filed June 26, 2002).
4.K Remarketing Agreement, dated as of June 26, 2002, among El
Paso, JPMorgan Chase Bank, as Purchase Contract Agent, and
Credit Suisse First Boston Corporation, as Remarketing Agent
(incorporated by reference to Exhibit 4.D to El Paso's Form
8-K filed June 26, 2002).
99.A Prospectus (incorporated by reference to the Registration
Statement on Form S-3 (Registration Nos. 333-82412,
333-82412-01 and 333-82412-02)).
* Previously Filed