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:
August
17, 2005
(Date
of Earliest Event Reported: August 17, 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.)
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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
8.01 Other Information.
On
August 17, 2005,
we issued
a press release announcing that we
have settled the purchase contracts forming a portion of our
outstanding 9.00% equity security units, which were issued in June 2002.
A copy of the press release is attached hereto
as Exhibit
99.A and is incorporated herein by this reference.
In
addition, in
connection with the review by the Securities and Exchange Commission (SEC)
of
our registration statement relating to the common stock issued in settlement
of
our equity security units we agreed to add the following to our prospectus
filed
with the SEC on August 16, 2005, as an additional risk factor under the
section
entitled “Risk Factors - Risks Related to Legal and Regulatory
Matters”:
The
outcome
of pending governmental investigations could be materially adverse to
us.
As
described under
the caption “Note 10. Commitment and Contingencies - Governmental
Investigations” of the Notes to Condensed Consolidated Financial Statements, and
“Note 17. Commitment and Contingencies - Governmental Investigations” of the
Notes to Consolidated Financial Statements, included in this prospectus,
we are
subject to numerous governmental investigations including those involving
our
round trip trades, price reporting of transactional data to the energy
trade
press, natural gas and oil reserve revisions, sales of crude oil of Iraqi
origin
under the United Nation’s Oil for Food Program and the rupture of one of our
pipelines near Carlsbad, New Mexico. These investigations involve, among
others,
one or more of the following governmental agencies: the SEC, FERC, U.S.
Attorney, grand jury of the U.S. District Court for the Southern District
of New
York, U.S. Senate Permanent Subcommittee of Investigations, House of
Representatives International Relations Subcommittee, U.S. Department of
Transportation Office of Pipeline Safety, National Transportation Safety
Board
and the Department of Justice. We are cooperating with the governmental
agency
or agencies in each of these investigations. The outcome of each of these
investigations is uncertain. Because of the uncertainties associated with
the
ultimate outcome of each of these investigations and the costs to the Company
of
responding and participating in these on-going investigations, no assurance
can
be given that the ultimate costs to, and sanction(s), if any, that may
be
imposed upon, us will not have a material adverse effect on our business,
financial condition or results of operation.
Item
9.01. Financial Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
Number
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Description
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99.A
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Press
Release dated August 17,
2005.
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SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, El Paso Corporation
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/
D. Mark
Leland
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D.
Mark Leland
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Executive Vice
President and
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Chief
Financial Officer
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(Principal
Financial Officer)
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Dated:
August 17, 2005
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.A
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Press
Release dated August 17, 2005.
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