<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1998
================================================================================
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-49863
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-4**
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EL PASO ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4922 76-0568816
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 420-2131
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------
<TABLE>
<S> <C>
BRITTON WHITE, JR. CHARLES M. DARLING, IV
EXECUTIVE VICE PRESIDENT PRESIDENT AND GENERAL COUNSEL
AND GENERAL COUNSEL DEEPTECH INTERNATIONAL INC.
EL PASO ENERGY CORPORATION 600 TRAVIS STREET
1001 LOUISIANA STREET SUITE 7400
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 420-2131 (713) 224-7400
</TABLE>
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------
COPIES TO:
<TABLE>
<S> <C>
GARY P. COOPERSTEIN, ESQ. RICK L. BURDICK, ESQ.
RIED, FRANK, HARRIS, SHRIVER & JACOBSON AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
ONE NEW YORK PLAZA 711 LOUISIANA STREET
NEW YORK, NEW YORK 10004 SUITE 1900
(212) 859-8000 HOUSTON, TEXAS 77002
(713) 220-5800
</TABLE>
-------------
** This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 is being filed pursuant to Rule 414 under 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.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective and the
satisfaction or waiver of all other conditions to the merger (the "Merger") of
DeepTech International Inc. ("DeepTech") with El Paso Energy Corporation ("El
Paso Energy"), the recently formed Delaware holding company of El Paso Natural
Gas Company ("EPNG") and its subsidiaries, or a subsidiary of the holding
company pursuant to the Agreement and Plan of Merger, dated as of February 27,
1998 (the "Original Merger Agreement"), as amended by Amendment No. 1 thereto
dated as of June 16, 1998 (as so amended, the "Amended Merger Agreement").
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
general Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
-------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified actions, rules, or
proceedings, whether civil, criminal, administrative, or investigative (other
than action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement, or otherwise.
Article X of the By-laws of El Paso Energy require indemnification to the
full extent permitted under Delaware law as from time to time in effect.
Subject to any restrictions imposed by Delaware law, the By-laws of El Paso
Energy provide an unconditional right to indemnification for all expense,
liability, and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes, or penalties and amounts paid in settlement) actually and reasonably
incurred or suffered by any person in connection with any actual or threatened
proceeding (including, to the extent permitted by law, any derivative action)
by reason of the fact that such person is or was serving as a director,
officer, or employee of El Paso Energy or that, being or having been such a
director or officer or an employee of El Paso Energy, such person is or was
serving at the request of El Paso Energy as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, including an employee benefit plan. The By-laws of El Paso Energy
also provide that El Paso Energy may, by action of its Board of Directors,
provide indemnification to its agents with the same scope and effect as the
foregoing indemnification of directors and officers.
Since Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) acts of omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) any transaction from which the director derived an improper personal
benefit.
Article 10 of El Paso Energy's Restated Certificate of Incorporation, as
amended, provides that to the full extent that the Delaware General Corporation
law, as it now exists or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of El Paso Energy shall
not be liable to El Paso Energy or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to or repeal of such
Article 10 shall not adversely affect any right or protection of a director of
El Paso Energy for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
El Paso Energy maintains directors' and officers' liability insurance which
provides for payment, on behalf of the directors and officers of El Paso Energy
and its subsidiaries, of certain losses of such persons (other than matters
uninsurable under law) arising from claims, including claims arising under the
Securities Act, for acts or omissions by such persons while acting as directors
or officers of El Paso Energy and/or its subsidiaries, as the case may be.
II-1
<PAGE> 3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Set forth below is a list of the exhibits previously filed as part of this
Registration Statement.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger ("Merger Agreement"), dated as
of February 27, 1998, by and among El Paso Natural Gas
Company, El Paso Acquisition Company and DeepTech
International Inc. (included as Appendix A-1 to the Proxy
Statement/Prospectus)
2.2 Contribution and Distribution Agreement, dated as of
February 27, 1998, by and among DeepTech International Inc.,
DeepTech Production Services, Inc., El Paso Natural Gas
Company and Tatham Offshore, Inc. (included as Appendix B to
the Proxy Statement/Prospectus)
2.3 Amendment No. 1 to the Merger Agreement, dated June 16, 1998
by and among El Paso Natural Gas Company, El Paso
Acquisition Company, El Paso Energy Corporation and DeepTech
International Inc. (included as Appendix A-2 to the Proxy
Statement/Prospectus)
5.1 Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson,
as to the legality of the securities being registered
5.2 Opinion of Chase Securities, Inc., financial advisor of
DeepTech (included as Appendix C to the Proxy
Statement/Prospectus)
8.1 Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson
re: tax matters
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants of El Paso Natural Gas Company
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants of DeepTech International Inc., and Leviathan
Gas Pipeline
23.3 Consent of Deloitte & touche LLP, independent accountants of
High Island Offshore System
23.4 Consent of Arthur Andersen LLP, independent public
accountants of Poseidon Oil Pipeline Company, L.L.C.
23.5 Consent of Ryder Scott Company Petroleum Engineers,
Independent Petroleum Engineers
23.6 Consent of Netherland, Sewell & Associates, Inc.,
Independent Petroleum Engineers
23.7 Consent of Netherland, Sewell & Associates, Inc.,
Independent Petroleum Engineers
23.8 Consent of Chase Securities, Inc.
23.9 Consent of Fried, Frank, Harris, Shriver & Jacobson re:
legality of the securities being registered (included in
Exhibit 5.1 to this Registration Statement)
23.10 Consent of Fried, Frank, Harris, Shriver & Jacobson re: tax
matters (included in Exhibit 8.1 to this Registration
Statement)
24.1 Powers of Attorney (included on signature page)*
99.1 Form of Election and Letter of Transmittal
99.2 Form of DeepTech International Inc. Proxy
II-2
<PAGE> 4
99.3 Form of DeepTech International Inc. Written Consent for all
holders of record other than Cede & Co.
99.4 Form of DeepTech International Inc. Written Consent for Cede
& Co., as holder of record
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof;
(3) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
Form S-4, within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent
to the effective date of the registration statement through the date of
responding to the request;
(4) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form;
II-3
<PAGE> 5
(5) That every prospectus that is filed pursuant to paragraph (6)
immediately preceding will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective; and
(7) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in
the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange commission
such indemnification is against public policy as expressed int he Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
the Registrant has duly caused this Post-Effective Amendment 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 3, 1998.
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 is being filed pursuant to Rule 414 under 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.
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 Post-Effective Amendment No. 1 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, President and Chief August 3, 1998
----------------------------------- Executive Officer and Director
William A. Wise
/s/ H. Brent Austin Executive Vice President and Chief August 3, 1998
----------------------------------- Financial Officer
H. Brent Austin
/s/ Jeffrey I. Beason Vice President and Controller (Chief August 3, 1998
----------------------------------- Accounting Officer)
Jeffrey I. Beason
/s/ Byron Allumbaugh Director August 3, 1998
-----------------------------------
Byron Allumbaugh
/s/ Juan Carlos Braniff Director August 3, 1998
-----------------------------------
Juan Carlos Braniff
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter T. Flawn Director August 3, 1998
-----------------------------------
Peter T. Flawn
/s/ James F. Gibbons Director August 3, 1998
-----------------------------------
James F. Gibbons
/s/ Ben F. Love Director August 3, 1998
-----------------------------------
Ben F. Love
/s/ Kenneth L. Smalley Director August 3, 1998
-----------------------------------
Kenneth L. Smalley
/s/ Malcom Wallop Director August 3, 1998
-----------------------------------
Malcolm Wallop
</TABLE>
II-6
<PAGE> 8
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Set forth below is a list of the exhibits previously filed as part of this
Registration Statement.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger ("Merger Agreement"), dated as
of February 27, 1998, by and among El Paso Natural Gas
Company, El Paso Acquisition Company and DeepTech
International Inc. (included as Appendix A-1 to the Proxy
Statement/Prospectus)
2.2 Contribution and Distribution Agreement, dated as of
February 27, 1998, by and among DeepTech International Inc.,
DeepTech Production Services, Inc., El Paso Natural Gas
Company and Tatham Offshore, Inc. (included as Appendix B to
the Proxy Statement/Prospectus)
2.3 Amendment No. 1 to the Merger Agreement, dated June 16, 1998
by and among El Paso Natural Gas Company, El Paso
Acquisition Company, El Paso Energy Corporation and DeepTech
International Inc. (included as Appendix A-2 to the Proxy
Statement/Prospectus)
5.1 Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson,
as to the legality of the securities being registered
5.2 Opinion of Chase Securities, Inc., financial advisor of
DeepTech (included as Appendix C to the Proxy
Statement/Prospectus)
8.1 Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson
re: tax matters
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants of El Paso Natural Gas Company
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants of DeepTech International Inc., and Leviathan
Gas Pipeline
23.3 Consent of Deloitte & touche LLP, independent accountants of
High Island Offshore System
23.4 Consent of Arthur Andersen LLP, independent public
accountants of Poseidon Oil Pipeline Company, L.L.C.
23.5 Consent of Ryder Scott Company Petroleum Engineers,
Independent Petroleum Engineers
23.6 Consent of Netherland, Sewell & Associates, Inc.,
Independent Petroleum Engineers
23.7 Consent of Netherland, Sewell & Associates, Inc.,
Independent Petroleum Engineers
23.8 Consent of Chase Securities, Inc.
23.9 Consent of Fried, Frank, Harris, Shriver & Jacobson re:
legality of the securities being registered (included in
Exhibit 5.1 to this Registration Statement)
23.10 Consent of Fried, Frank, Harris, Shriver & Jacobson re: tax
matters (included in Exhibit 8.1 to this Registration
Statement)
24.1 Powers of Attorney (included on signature page)*
99.1 Form of Election and Letter of Transmittal
99.2 Form of DeepTech International Inc. Proxy
II-2
<PAGE> 9
99.3 Form of DeepTech International Inc. Written Consent for all
holders of record other than Cede & Co.
99.4 Form of DeepTech International Inc. Written Consent for Cede
& Co., as holder of record
- ------------
* Filed herewith
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof;
(3) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
Form S-4, within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent
to the effective date of the registration statement through the date of
responding to the request;
(4) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form;
II-3
