SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 3
to
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
EL PASO CORPORATION
(Name of Subject Company (Issuer))
EL PASO CORPORATION (ISSUER)
(Names of Filing Persons (Identifying Status as Offeror, Issuer
or Other Person)
9.00% EQUITY SECURITY UNITS
(Title of Class of Securities)
28336L 20 8
(CUSIP Number of Class of Securities)
Robert W. Baker, Esq.
El Paso Corporation
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of
Filing Persons)
Copy To:
David F. Taylor
Locke Liddell & Sapp LLP
600 Travis
3400 JPMorgan Chase Tower
Houston, Texas 77002
(713) 226-1200
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$ 295,492,500 $ 23,906
* Estimated solely for the purpose of calculating the amount
of the filing fee pursuant to Rule 0-11 under the Securities
Exchange Act of 1934, and based on the product of (i)
$28.55, the average high and low prices of the 9.00% Equity
Security Units (the "units") as reported on the New York
Stock Exchange as of October 21, 2003 and (ii) 10,350,000
the maximum number of units to be received in the exchange
offer.
[X] Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: $26,562
Filing Party: El Paso Corporation
Form or Registration No.: File No. 5-55241
Date Filed: October 24, 2003
[ ] Check the box if the filing relates solely to
preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: [ ]
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO ("Schedule TO") filed with the
Securities and Exchange Commission on October 24, 2003, as
amended by Amendment No. 1 thereto filed on November 19, 2003,
and Amendment No. 2 thereto filed on December 2, 2003, by El Paso
Corporation, a Delaware corporation ("El Paso"), pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in connection with its offer to exchange up
to 10,350,000 of its outstanding 9.00% Equity Security Units
("Equity Security Units") for shares of its common stock, par
value $3.00 per share ("Common Stock"), and cash upon the terms
and subject to the conditions set forth in the Second Amended and
Restated Confidential Offering Memorandum, dated December 2, 2003
(the "Offering Memorandum"), and in the related Second Amended
and Restated Letter of Transmittal (which were filed as exhibits
(a)(1)(M) and (a)(1)(N) to Amendment No. 2, respectively, and
collectively constitute the "Exchange Offer"). For each Equity
Security Unit, El Paso will deliver (1) 2.5063 shares of Common
Stock and (2) cash in the amount of $9.70, all as further
described in the Offering Memorandum.
The information in the Exchange Offer, including all
schedules and annexes thereto, is hereby expressly incorporated
herein by reference with respect to all the items of this
Schedule TO, except as otherwise set forth below.
ITEM 1. SUMMARY TERM SHEET
Item 1 of the Exchange Offer is hereby amended and
supplemented as follows:
The ninth question and corresponding answer in the section
of the Offering Memorandum titled "Questions and Answers About
the Exchange Offer" is hereby restated in its entirety as
follows:
"Q: What are the conditions to the completion of
the exchange offer?
A: The exchange offer is conditioned
on the receipt of a minimum number of equity
security units as discussed above. The
exchange offer is also subject to a limited
number of additional conditions, some of
which we may waive in our sole discretion.
Most significantly, there must not be a
reasonable likelihood that the exchange will
result in the equity security units no longer
being listed on the NYSE or otherwise be
considered a "going private transaction." If
any of these conditions are not satisfied, we
will not be obligated to accept and exchange
any tendered equity security units. Prior to
the expiration date of the exchange offer, we
reserve the right to amend the exchange offer
in our sole discretion for any or no reason.
We describe the conditions to the exchange
offer in greater detail in the section titled
"The Exchange Offer - Conditions to the
Exchange Offer.""
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Exchange Offer is hereby amended and
supplemented as follows:
The section of the Offering Memorandum titled "Summary - The
Exchange Offer - Consequences to Holders that Fail to Exchange
Equity Security Units" is hereby restated in its entirety as
follows:
"Once the exchange offer is completed, any of
your equity security units that are not
tendered and exchanged in the exchange offer
will remain outstanding in accordance with
their terms. The conditions to our obligation
to complete the exchange offer include the
condition that there not be a reasonable
likelihood that the exchange offer will cause
the equity security units to be delisted from
the NYSE."
The section of the Offering Memorandum titled "Where
You Can Find More Information" is hereby amended by adding
the following to the end of the second paragraph thereof:
"We are also incorporating by reference into
this offering memorandum the following
additional documents:
* Current Reports on Form 8-K, dated December 4, 2003,
December 9, 2003, and December 15, 2003."
The section of the Offering Memorandum titled "The Exchange
Offer - Conditions to the Exchange Offer - General Conditions" is
hereby amended by deleting the fifth bullet point of the second
paragraph thereof.
The section of the Offering Memorandum titled "The Exchange
Offer - Expiration Date; Extension; Modification; Termination" is
hereby amended by deleting the fourth bullet point of the third
paragraph thereof.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6 of the Exchange Offer is hereby amended and
supplemented as follows:
(c) (5) On December 15, 2003, El Paso
announced its Long Range Plan. El Paso's
Current Report on Form 8-K dated December 15,
2003, which includes the December 15, 2003
press release, is incorporated herein by
reference.
ITEM 12. EXHIBITS.
Item 12 of the Exchange Offer is hereby amended and
supplemented as follows:
The second paragraph of the Second Amended and Restated
Letter of Transmittal is hereby restated in its entirety as
follows:
"El Paso reserves the right, at any time or
from time to time, to extend the exchange offer at
its discretion, in which event the term
"expiration date" shall mean the latest date to
which the exchange offer is extended. El Paso
shall give notice of any extension by giving oral,
confirmed in writing, or written notice to the
exchange agent and by making a public announcement
by press release prior to 9:00 a.m., New York City
time, on the first business day after the
previously scheduled expiration date. The term
"business day" shall mean any day that is not a
Saturday, Sunday or day on which banks are
authorized by law to close in the State of New
York."
Signature
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
EL PASO CORPORATION
By: /s/ D. Dwight Scott
------------------------
Name: D. Dwight Scott
Title: Executive Vice
President and
Chief Financial Officer
Dated: December 16, 2003