AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 ON FORM S-8
TO FORM S-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EL PASO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0568816
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 420-2131
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
EL PASO CORPORATION
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
(FORMERLY COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN)
(FULL TITLE OF THE PLAN)
BRITTON WHITE JR., ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 420-2131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
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Participations in the plan $8,300,540 (2) (3) (3) (3)
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Common Stock (including associated preferred
stock purchase rights), par value $3.00 per 173,000 (2) (3) (3) (3)
share
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(1) Includes an indeterminate amount of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Coastal Aruba Refining Company N.V. Thrift Plan as a result of any
future stock split, stock dividend
or similar adjustment of the outstanding Common Stock of the Registrant. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The $8,300,540 of Plan participations being registered represents
contributions that may be made by participating employees under the Plan.
The 173,000 shares of Common Stock of El Paso Corporation being registered
represent the estimated maximum number of shares of such stock which may be
purchased with the Plan participations being registered. Pursuant to Rule
457(g), such estimate is based upon the average of the high and low prices
of a share of the Registrant's Common Stock for November 6, 2001, as
reported on the New York Stock Exchange and in The Wall Street Journal on
November 6, 2001 ($47.98 per share).
(3) Not applicable. All filing fees payable in connection with the issuance of
these securities were paid in connection with the filing of the
Registrant's Registration Statement on Form S-4 (No. 333-31060) filed
February 24, 2000, and subsequently amended on March 17, 2000 and February
21, 2001.
(*) Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement on Form S-4 pursuant to the procedure described herein in the
section captioned "Introductory Statement."
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INTRODUCTORY STATEMENT
On January 29, 2001, El Paso Energy Corporation, n/k/a El Paso
Corporation (the "Company" or "Registrant") and The Coastal Corporation
("Coastal"), consummated the merger (the "Merger") of a wholly owned subsidiary
of the Company with and into Coastal, with Coastal surviving as a wholly owned
subsidiary of the Company, as provided by the Agreement and Plan of Merger dated
January 17, 2000, by and between the Company and Coastal (the "Merger
Agreement"). Subsequent to the Merger, Coastal's common stock ("Coastal Common
Stock") was converted into shares of the Company's common stock, par value $3.00
per share, and associated preferred stock purchase rights (" Company Common
Stock") and such shares of Coastal Common Stock have ceased to be outstanding.
Each share of Coastal Common Stock was automatically converted into 1.23 shares
of Company Common Stock. All certificates evidencing shares of Coastal Common
Stock represent only the right to receive, without interest, shares of the
Company Common Stock in accordance with the provisions of the Merger Agreement.
In connection with the Merger, the Company assumed Coastal's obligations under
the Coastal Aruba Refining Company N.V. Thrift Plan (the "Thrift Plan").
The Registrant hereby amends its Registration Statement on Form S-4
(No. 333-31060) (the "Form S-4") by filing this Post-Effective Amendment No. 2
on Form S-8 relating to up to 173,000 shares of Company Common Stock issuable
pursuant to the Thrift Plan assumed by the Company in the Merger. All such
shares of Company Common Stock were previously registered on the Form S-4, and
subsequent amendments, and are being transferred to this Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 will be sent or
given to employees of the Registrant selected to participate in the Plan as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). These documents and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, which contains audited financial statements
for the most recent year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal
year covered by the Annual Report referred to in (a) above;
(c) The Joint Proxy Statement/Prospectus dated February 24,
2000, filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and included
in its Registration Statement on Form S-4 (File No. 333-31060) and as
amended by Amendment No. 1 dated March 16, 2000, and Amendment No. 2
dated February 21, 2001;
(d) The Coastal Aruba Refining Company N.V. Thrift Plan Annual
Report on Form 11-K for the year ended December 31, 2000, filed by
Coastal, dated March 30, 2001; and
(e) The description of the Registrant's Common Stock, par
value $3.00 per share, contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on August 3, 1998, and
a description of the Registrant's preferred stock purchase rights
associated with its Common Stock, contained in Registrant's
Registration Statement on Form 8-A/A filed with the Commission on
January 29, 1999, pursuant to Section 12 of the Exchange Act, including
any amendments or reports filed for the purposes of updating such
descriptions.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of the Registration Statement
and the prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
by-laws, disinterested director vote, stockholder vote, agreement or otherwise.
Article X of the By-laws of the Registrant requires indemnification to
the full extent permitted under Delaware law as from time to time in effect.
Subject to any restrictions imposed by Delaware law, the By-laws provide an
unconditional right to indemnification for all expense, liability and loss
(including attorneys' fees, judgements, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
any person in connection with any actual or threatened proceeding (including, to
the extent permitted by law, any derivative action) by reason of the fact that
such person is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including an employee benefit plan. The By-laws also
provide that the Registrant may, by action of its Board of Directors, provide
indemnification to its agents with the same scope and effect as the foregoing
indemnification of directors and officers.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a corporation to provide in its certificate of incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) payment of unlawful dividends or unlawful stock purchases or
redemptions, or (iv) any transaction from which the director derived an improper
personal benefit.
Article 10 of the Registrant's Restated Certificate of Incorporation,
as amended, provides that to the full extent that the General Corporation Law of
the State of Delaware, as it now exists or may hereafter be amended, permits the
limitation or elimination of the liability of directors, a director of the
Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any amendment to or
repeal of such Article 10 shall not adversely affect any right or protection of
a director of the Registrant for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
The Registrant maintains Directors' and Officers' liability insurance
which provides for payment on behalf of the directors and officers of all losses
of such persons (other than matters uninsurable under the law) arising from
claims, including claims arising under the Securities Act, for acts or omissions
by such persons while acting as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Coastal has submitted its Coastal Aruba Refining Company N.V. Thrift
Plan and each amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made all changes required by the IRS to qualify the Thrift
Plan under Section 401(a) of the Internal Revenue Code, and the Registrant
hereby undertakes to continue to submit the Thrift Plan and each amendment
thereto to the IRS in a timely manner and will make all changes required so to
qualify the Thrift Plan.
Exhibit
Number Description
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5.1 Opinion of Locke Liddell & Sapp LLP regarding the legality
of the securities being registered hereunder.
10.1 El Paso Corporation Coastal Aruba Refining Company N.V.
Thrift Plan.
23.1 Consent of Counsel (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche L.LP.
23.4 Consent of Huddleston & Co. Inc.
24.1 Power of Attorney (set forth on the signature page
contained in Part II of this Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act and each filing of the Thrift Plan's annual report pursuant to Section 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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 6th day of November
2001.
EL PASO CORPORATION
By: /s/ William A. Wise
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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
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/s/ William A. Wise Chairman of the Board, November 6, 2001
----------------------------------------- President, Chief Executive
William A. Wise Officer and Director
/s/ David A. Arledge Vice Chairman of the Board November 6, 2001
----------------------------------------- and Director
David A. Arledge
/s/ H. Brent Austin Executive Vice President November 6, 2001
----------------------------------------- and Chief Financial Officer
H. Brent Austin
/s/ Jeffrey I. Beason Senior Vice President and November 6, 2001
----------------------------------------- Controller
Jeffrey I. Beason (Chief Accounting Officer)
/s/ Byron Allumbaugh Director November 6, 2001
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Byron Allumbaugh
/s/ John M. Bissell Director November 6, 2001
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John M. Bissell
/s/ Juan Carlos Braniff Director November 6, 2001
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Juan Carlos Braniff
/s/ James F. Gibbons Director November 6, 2001
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James F. Gibbons
/s/ Anthony W. Hall, Jr. Director November 6, 2001
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Anthony W. Hall, Jr.
/s/ Ronald L. Kuehn, Jr. Director November 6, 2001
-----------------------------------------
Ronald L. Kuehn, Jr.
/s/ J. Carleton MacNeil, Jr. Director November 6, 2001
-----------------------------------------
J. Carleton MacNeil, Jr.
/s/ Thomas R. McDade Director November 6, 2001
-----------------------------------------
Thomas R. McDade
/s/ Malcolm Wallop Director November 6, 2001
-----------------------------------------
Malcolm Wallop
/s/ Joe B. Wyatt Director November 6, 2001
-----------------------------------------
Joe B. Wyatt
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 6th day of November, 2001.
By: /s/ H. Brent Austin
---------------------------------
H. Brent Austin
Executive Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
NUMBER DESCRIPTION
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5.1 Opinion of Locke, Liddell, & Sapp LLP, regarding the legality of the securities being
registered hereunder.
10.1 El Paso Corporation Coastal Aruba Refining Company N.V. Thrift Plan.
23.1 Consent of Counsel (included in the opinion filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Huddleston & Co., Inc.
24.1 Power of Attorney (set forth on the signature page contained in Part II of this
Registration Statement).