UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: May
23, 2006
(Date
of Earliest Event Reported)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
May 23, 2006, El
Paso Corporation, a Delaware corporation (the “Company”), entered into an
underwriting agreement (the “Underwriting Agreement”) with Banc of America
Securities LLC (the “Underwriter”), in connection with a public offering (the
“Offering”) of 35,700,000 of the Company’s common stock, par value $3.00 per
share. A copy of the Underwriting Agreement is attached to this report as
Exhibit 1.A and is incorporated herein by reference. The offer and sale of
the shares of common stock to be sold in the Offering have been registered
under
the Securities Act of 1933, as amended (the “Securities Act”), under the
Company’s shelf registration statement on Form S-3 (File No. 333-134406).
The closing of the Offering is expected to occur on May 26, 2006, subject
to
satisfaction of customary closing conditions.
Under
the terms of
the Underwriting Agreement, the Company has agreed to indemnify the Underwriter
against certain liabilities, including liabilities under the Securities Act
and
liabilities arising from any untrue statement of a material fact related
to the
Company contained in the Company’s registration statement, any preliminary
prospectus, any issuer free writing prospectus, the final prospectus or any
prospectus supplement or omission to state therein a material fact required
to
be stated therein or necessary to make the statements therein not
misleading.
The
Company expects
the net proceeds from the Offering to be approximately $500.7 million, after
deducting any deemed underwriting discounts and commissions, but before the
estimated expenses of the Offering. The Company intends to use the net proceeds
of the Offering to repay approximately $500 million in amounts outstanding
under
the secured credit agreement of the Company’s subsidiary, El Paso Exploration
& Production Company, and to the extent of any excess net proceeds, for
general corporate purposes.
Neither
this
Current Report on Form 8-K, nor the press release included as an exhibit
hereto,
constitutes an offer to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities in any
state
or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. The Offering is being made only by means of a prospectus and
related prospectus supplements.
Item 8.01
Other Events.
On
May 23, 3006, the Company issued a press
release announcing the Offering. On May 24, 2006, the Company issued a press
release announcing the pricing of the Offering. A copy of each such press
release is included as an exhibit to this Current Report on Form 8-K and
is
incorporated herein by this reference.
In
addition, in
connection with the Offering, the Company is filing certain exhibits as part
of
this Current Report on Form 8-K that are to be incorporated by reference
into
the Company’s Registration Statement on Form S-3 (File
No. 333-134406).
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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1.A
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Underwriting
Agreement, dated as of May 23, 2006, by and between El Paso Corporation
and Banc of America Securities LLC.
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5.A
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Opinion
of
Andrews Kurth LLP.
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23.A
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Consent
of
Andrews Kurth (Included in 5.A).
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99.A
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Press
release
dated May 23, 2006.
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99.B
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Press
release
dated May 24, 2006.
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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 thereunto
duly
authorized.
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EL
PASO CORPORATION
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By:
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/s/
Robert W. Baker
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Robert
W. Baker
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Executive
Vice President and General Counsel
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Dated: May
25, 2006
EXHIBIT INDEX
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Exhibit
Number
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Description
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1.A
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Underwriting
Agreement, dated as of May 23, 2006, by and between El Paso Corporation
and Banc of America Securities LLC.
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5.A
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Opinion
of
Andrews Kurth LLP.
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23.A
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Consent
of
Andrews Kurth (Included in 5.A).
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99.A
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Press
release
dated May 23, 2006.
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99.B
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Press
release
dated May 24, 2006.
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