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
16, 2005
(Date
of Earliest Event Reported: May 10, 2005)
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.) |
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
8.01 Other Events.
On May 10, 2005, El
Paso Corporation issued a press release announcing a private placement to
remarket approximately $272 million aggregate principal amount of senior notes
due August 16, 2007 in compliance with its obligations to remarket notes
originally issued as part of its 9.00 percent equity security units issued in
June 2002. A copy of the press release is attached as Exhibit
99.A.
During the period
of May 11-13, 2005, due to unfavorable market conditions we were unable to
remarket approximately $272 million of the senior notes due August 16, 2007
at commercially reasonable rates in accordance with the contracts governing such
remarketing. The notes originally formed a part of our June 2002 issuance of
9.00% equity security units, which include obligations to purchase our common
stock on August 16, 2005. Pursuant to the terms of these securities, the notes
were being remarketed, separately from the equity security units, on behalf of
their holders. Our remarketing agent will have two more opportunities to
remarket the notes prior to August 16, 2005. If the remarketing agent remains
unable to remarket the notes at commercially reasonable rates, then notes that
have not been separated from the equity security units will ultimately be
cancelled in satisfaction of holders’ stock purchase obligations.
The notes were
offered in the United States to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933 and to persons outside the United States
under Regulation S under the Securities Act. The notes have not been registered
under the Securities Act and may not be offered or sold in the United States
without registration or an applicable exemption from the registration
requirements.
Item 9.01
Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
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Number
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Description
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99.A
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Press Release
dated May 10, 2005. |
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: |
/s/
Jeffrey I. Beason |
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Jeffrey
I. Beason |
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Senior Vice
President and Controller |
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(Principal Accounting
Officer) |
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Dated: May
16, 2005
EXHIBIT INDEX
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Exhibit
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Number
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Description
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99.A
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Press Release
dated May 10, 2005. |