<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1998.
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-46519-99
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8**
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EL PASO ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 76-0568816
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
EL PASO ENERGY BUILDING
1001 LOUISIANA
HOUSTON, TEXAS 77002
(713) 420-2131
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
OMNIBUS COMPENSATION PLAN
AND
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(FULL TITLE OF THE PLANS)
BRITTON WHITE, JR.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
EL PASO ENERGY BUILDING
1001 LOUISIANA
HOUSTON, TEXAS 77002
(713) 420-2131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------
COPY TO:
G. MICHAEL O'LEARY, ESQ.
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
-------------------------
**This Post-Effective Amendment to the Registration Statement on Form
S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933, as
amended (the "Securities Act"), by the Registrant, the successor to El Paso
Natural Gas Company, a Delaware corporation, following a merger to effect a
holding company reorganization effective as of August 1, 1998. The Registrant
hereby expressly adopts the Registration Statement as its own registration
statement for all purposes of the Securities Act and the Securities Exchange
Act of 1934, as amended, and hereby sets forth any additional information
necessary to reflect any material changes made in connection with or resulting
from the succession, or necessary to keep this Registration Statement from
being misleading in any material respect.
==============================================================================
<PAGE> 2
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
This Post-Effective Amendment to the Registration Statement on Form
S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933, as
amended (the "Securities Act") by the Registrant, the successor to El Paso
Natural Gas Company, a Delaware corporation ("EPG"), following a merger to
effect a holding company reorganization effective as of August 1, 1998. The
Registrant hereby expressly adopts the Registration Statement as its own
registration statement for all purposes of the Securities Act and the
Securities Exchange Act of 1934, as amended, and hereby sets forth any
additional information necessary to reflect any material changes made in
connection with or resulting from the succession, or necessary to keep this
Registration Statement from being misleading in any material respect.
Subsequent to the holding company reorganization, shares of common
stock and associated preferred share purchase rights, if any, issued pursuant
to the Omnibus Compensation Plan and the Stock Option Plan for Non-Employee
Directors (collectively, the "Plans") to which this Registration Statement
relate shall be shares of common stock and preferred share purchase rights of
the Registrant, rather than shares of common stock and preferred share purchase
rights of EPG. Additionally, the sponsor of the Plans shall be the Registrant
rather than EPG. These Plans will be known as the El Paso Energy Corporation
Omnibus Compensation Plan and the El Paso Energy Corporation Stock Option Plan
for Non-Employee Directors, respectively.
The applicable registration fees were paid at the time of the original
filing of this Registration Statement.
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on August 27, 1998.
EL PASO ENERGY CORPORATION
By: /s/ William A. Wise
--------------------------------
William A. Wise
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
H. Brent Austin and Britton White, Jr., and each of them as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and
all amendments to this Registration Statement, including any and all
post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates as indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William A. Wise Chairman of the Board, August 27, 1998
----------------------------------- President, Chief Executive
William A. Wise Officer and Director
/s/ H. Brent Austin Executive Vice President August 27, 1998
----------------------------------- and Chief Financial Officer
H. Brent Austin
/s/ Jeffrey I. Beason Vice President and August 27, 1998
----------------------------------- Controller
Jeffrey I. Beason (Chief Accounting Officer)
/s/ Byron Allumbaugh Director August 27, 1998
-----------------------------------
Byron Allumbaugh
/s/ Juan Carlos Braniff Director August 27, 1998
-----------------------------------
Juan Carlos Braniff
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Peter T. Flawn Director August 27, 1998
-----------------------------------
Peter T. Flawn
/s/ James F. Gibbons Director August 27, 1998
-----------------------------------
James F. Gibbons
/s/ Ben F. Love Director August 27, 1998
-----------------------------------
Ben F. Love
/s/ Kenneth L. Smalley Director August 27, 1998
-----------------------------------
Kenneth L. Smalley
/s/ Malcolm Wallop Director August 27, 1998
-----------------------------------
Malcolm Wallop
</TABLE>
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