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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Rule 14a-12
EL PASO CORPORATION
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(Name of Registrant as Specified in its Charter)
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JAMES DUNLAP JOINS EL PASO CORPORATION BOARD OF DIRECTORS
HOUSTON, TEXAS, APRIL 7, 2003--El Paso Corporation (NYSE:EP) today announced
that James L. Dunlap, the former vice chairman, president and chief operating
officer of Ocean Energy/United Meridian Corporation and a former president of
Texaco U.S.A., was elected to join the Board of Directors of El Paso
Corporation effective April 7, 2003.
"We are delighted to welcome such a well-respected and experienced industry
leader to our organization," said Ronald L. Kuehn, Jr., chairman and chief
executive officer of El Paso. "Jim's extensive knowledge of the exploration,
production, pipeline, and refining businesses, combined with his prior
corporate board experience, make him a valuable addition to El Paso's diverse
and independent board."
Mr. Dunlap said, "I am enthusiastic about the opportunity to support El
Paso's management as it works to achieve its financial and strategic goals.
I believe El Paso is undertaking a sound plan to reestablish itself as the
strongest and most respected diversified natural gas company in the United
States, and I look forward to contributing to the company's future success."
Mr. Dunlap served most recently as vice chairman, president and chief
operating officer of Ocean Energy/United Meridian Corporation between1996 and
1999. His responsibilities in that position included exploration and
production and the development of the international exploration business.
Earlier he held a variety of positions at Texaco Inc., including senior vice
president, president of Texaco U.S.A., and president and chief executive
officer of Texaco Canada Inc. and vice chairman of Texaco Ltd, London.
Mr. Dunlap also serves on the Board of Directors of the Massachusetts Mutual
Life Insurance Company and is a member of that Board's Audit and Human
Resources Committees, as well as a past chairman of the Dividend Policy
Committee and a past member of the Governance Committee. In addition, he is
a member of the corporation of Woods Hole Oceanographic Institution and was a
corporate director of the American Petroleum Institute and the National
Association of Manufacturers. Mr. Dunlap graduated from the University of
Oklahoma with a B.S. in petroleum engineering and received an M.B.A. from
Columbia University.
El Paso Corporation is the leading provider of natural gas services and the
largest pipeline company in North America. The company has core businesses
in pipelines, production, midstream services, and power. El Paso
Corporation, rich in assets and fully integrated across the natural gas value
chain, is committed to developing new supplies and technologies to deliver
energy. For more information, visit www.elpaso.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements and projections, made in
reliance on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. 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, our ability to attract and retain
qualified members of the Board of Directors; the successful recruitment and
retention of a qualified CEO; the successful implementation of the 2003
operational and financial plan; the successful implementation of the
settlement related to the Western Energy Crisis; material and adverse impacts
from our proxy contest with Selim Zilkha/Oscar Wyatt; actions by the credit
rating agencies; the successful close of financing transactions, including an
extension of our bank facilities; our ability to successfully exit the energy
trading business; our ability to divest of certain non-core assets; changes
in commodity prices for oil, natural gas, and power; 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; political and currency risks associated with international
operations of the company and its affiliates; inability to realize
anticipated synergies and cost savings associated with restructurings and
divestitures on a timely basis; 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.
ADDITIONAL IMPORTANT INFORMATION
Prior to its 2003 annual meeting, El Paso will furnish to its shareholders El
Paso's definitive proxy statement relating to this meeting, together with a
WHITE proxy card. Shareholders are strongly advised to read this proxy
statement when it becomes available, as it will contain important information.
Shareholders will be able to obtain El Paso's proxy statement, any amendments
or supplements to the proxy statement and any other documents filed by El
Paso with the Securities and Exchange Commission for free at the Internet Web
site maintained by the Securities and Exchange Commission at www.sec.gov.
Copies of the proxy statement and any amendments and supplements to the proxy
statement will also be available for free at El Paso's Internet Web site at
www.elpaso.com or by writing to El Paso Corporation, Investor Relations, P.O.
Box 2511, Houston, TX 77252. In addition, copies of the proxy materials may
be requested by contacting our proxy solicitor, MacKenzie Partners, Inc. at
(800) 322-2885 toll-free or by email at proxy@mackenziepartners.com.
To the extent that individual customers, independent industry researchers,
financial analysts, or El Paso commissioned research, are quoted herein, it
is El Paso's policy to use reasonable efforts to verify the source and
accuracy of the quote. El Paso has not, however, sought or obtained the
consent of the quoted source to the use of such quote as proxy soliciting
material. This document may contain expressions of opinion and belief.
Except as otherwise expressly attributed to another individual or entity,
these opinions and beliefs are the opinions and beliefs of El Paso.
Information regarding the names, affiliation and interests of individuals who
may be deemed participants in the solicitation of proxies of El Paso's
shareholders is contained in Schedule 14A filed by El Paso with the
Securities and Exchange Commission on February 18, 2003, as amended by
filings on Schedule 14A filed by El Paso on March 18, 2003 April 1, 2003 and
April 7, 2003.
CONTACTS
Communications and Government Affairs
Norma F. Dunn, Senior Vice President
Office: (713) 420-3750
Fax: (713) 420-3632
Investor Relations
Bruce L. Connery, Vice President
Office: (713) 420-5855
Fax: (713) 420-4417
Alternate Contacts
Joele Frank/Dan Katcher
Joele Frank, Wilkinson Brimmer Katcher
Office: (212) 355-4449
Fax: (212) 355-4554