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: December 19, 2000
(Date of Earliest Event Reported: December 14, 2000)
EL PASO ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-14365 76-0568816
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) Number)
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 420-2131
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
El Paso Energy Corporation (the "Registrant) is filing
herewith the following exhibits in connection with the offering
of medium term notes pursuant to its Registration Statement on
Form S-3 (No. 333-86049) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as described in the
Prospectus dated December 3, 1999, the Prospectus Supplement
dated December 13, 2000 and the Pricing Supplement dated December
14, 2000 filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933:
1.1 Terms Agreement dated December 14, 2000 among the
Registrant, Banc of America Securities LLC, ABN AMRO
Incorporated and Chase Securities Inc.
1.2 First Amendment to Restated Distribution Agreement dated
December 13, 2000 among the Registrant, Banc of America
Securities LLC, ABN AMRO Incorporated and Chase Securities Inc.
4.1 Form of 6.950% Medium Term Senior Note due 2007.
5.1 Opinion and consent of Andrews & Kurth L.L.P. regarding
the legality of the securities.
8.1 Opinion and consent of Andrews & Kurth L.L.P. with
respect to certain federal income tax matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
By: /s/ Jeffrey I. Beason
-----------------------
Jeffrey I. Beason
Senior Vice President
and Controller
(Chief Accounting Officer)
Dated: December 19, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
1.1 Terms Agreement dated December 14, 2000 among the
Registrant, Banc of America Securities LLC, ABN AMRO
Incorporated and Chase Securities Inc.
1.2 First Amendment to Restated Distribution Agreement
dated December 13, 2000 among the Registrant, Banc of
America Securities LLC, ABN AMRO Incorporated and
Chase Securities Inc.
4.1 Form of 6.950% Medium Term Senior Note due 2007.
5.1 Opinion and consent of Andrews & Kurth L.L.P.
regarding the legality of the securities.
8.1 Opinion and consent of Andrews & Kurth L.L.P. with
respect to certain federal income tax matters.
