As filed with the Securities and Exchange Commission on December 18, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EL PASO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0568816
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2131
(Address, including zip code, of principal executive offices)
El PASO ENERGY CORPORATION
OMNIBUS PLAN FOR MANAGEMENT EMPLOYEES
(Full title of the plan)
Britton White Jr., Esq.
Executive Vice President and General Counsel
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2131
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Securities Amount to Offering Maximum
to be Registered be Price Aggregate Amount
Registered Per Offering of
Share Price Registration
(2) (2) Fee(2)
--------------------------------------------------------------------
Common Stock (1) 15,000,000 $65.32 $979,800,000 $258,667
(including associated shares
preferred stock purchase
rights), par value $3.00
per share
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(1) This Registration Statement also covers such
indeterminable number of additional shares as may become
issuable to prevent dilution in the event of stock splits,
stock dividends or similar adjustments of the outstanding
Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h), based upon the
average of the high and low prices of a share of the
Registrant's Common Stock for December 15, 2000 as
reported on the New York Stock Exchange and in The Wall Street
Journal on December 18, 2000.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed
solely to register additional securities. In accordance with
General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of the Registrant's
registration statements on Form S-8 (No. 333-94719 and
333-78979), filed with the Securities and Exchange Commission
relating to the El Paso Energy Corporation Omnibus Plan for
Management Employees.
Item 8. Exhibits.
Exhibit
Number Description
-------- ------------
5.A Opinion of Locke, Liddell & Sapp LLP regarding the
legality of the securities being registered hereunder.
10.A Amendment No. 1, dated as of December 1, 2000, to the
El Paso Energy Corporation Omnibus Plan for Management
Employees, Amended and Restated as of December 3, 1999.
23.A Consent of Counsel (included in the opinion filed as
Exhibit 5.A to this Registration Statement).
23.B Consent of PricewaterhouseCoopers LLP.
23.C Consent of Deloitte & Touche LLP.
23.D Consent of Huddleston & Co., Inc.
24.A Power of Attorney (set forth on the signature page
contained in Part II of this Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on this 18th day of
December, 2000.
EL PASO ENERGY CORPORATION
By: /s/ William A. Wise
-------------------------
William A. Wise
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 Registration Statement has been signed by the
following persons in the capacities and on the dates as
indicated.
Signature Title Date
--------- ------- -------
/s/ William A. Wise President, Chief December 18, 2000
------------------- Executive Officer
William A. Wise and Director
/s/ H. Brent Austin Executive Vice December 18, 2000
------------------- President and
H. Brent Austin Chief Financial
Officer
/s/ Jeffrey I. Beason Senior Vice December 18, 2000
--------------------- President and
Jeffrey I. Beason Controller
(Chief Accounting
Officer)
/s/ Ronald L. Kuehn, Jr. Chairman of the Board December 18, 2000
-------------------------
Ronald L. Kuehn, Jr.
/s/ Byron Allumbaugh Director December 18, 2000
-----------------------
Byron Allumbaugh
/s/ Juan Carlos Braniff Director December 18, 2000
-----------------------
Juan Carlos Braniff
/s/ James F. Gibbons Director December 18, 2000
-----------------------
James F. Gibbons
/s/ Ben F. Love Director December 18, 2000
-----------------------
Ben F. Love
/s/ Max L. Lukens Director December 18, 2000
-----------------------
Max L. Lukens
/s/ Kenneth L. Smalley Director December 18, 2000
------------------------
Kenneth L. Smalley
/s/ Adrian M. Tocklin Director December 18, 2000
-----------------------
Adrian M. Tocklin
/s/ Malcolm Wallop Director December 18, 2000
-----------------------
Malcolm Wallop
/s/ Joe B. Wyatt Director December 18, 2000
-----------------------
Joe B. Wyatt
/s/ Selim K.Zilkha Director December 18, 2000
-----------------------
Selim K. Zilkha
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
5.A Opinion of Locke, Liddell & Sapp LLP regarding the
legality of the securities being registered hereunder.
10.A Amendment No. 1, dated as of December 1, 2000, to the
El Paso Energy Corporation Omnibus Plan for Management
Employees, Amended and Restated as of December 3, 1999.
23.A Consent of Counsel (included in the opinion filed as
Exhibit 5.A to this Registration Statement).
23.B Consent of PricewaterhouseCoopers LLP.
23.C Consent of Deloitte & Touche LLP.
23.D Consent of Huddleston & Co., Inc.
24.A Power of Attorney (set forth on the signature page
contained in Part II of this Registration Statement).
