As filed with the Securities and Exchange Commission on January 18, 2000
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant {x}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_} Preliminary Proxy Statement
{_} Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
{_} Definitive Proxy Statement
{_} Definitive Additional Materials
{x} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE COASTAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{x} No fee required.
{_} Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid:
{_} Fee paid previously with preliminary materials.
{_} Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid: ______________________________________________
(2) Form, Schedule or Registration Statement No.: ________________________
(3) Filing Party: ________________________________________________________
(4) Date Filed: __________________________________________________________
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The Coastal Corporation ("Coastal") and certain other persons named
below may be deemed to be participants in the solicitation of proxies in respect
of the proposed merger (the "Merger") of El Paso Merger Company ("Merger Sub"),
a wholly-owned subsidiary of El Paso Energy Corporation ("El Paso"), with and
into Coastal, pursuant to an Agreement and Plan of Merger, dated as of January
17, 2000, by and among Coastal, El Paso and Merger Sub (the "Merger Agreement").
Participants in such solicitation include the following directors and executive
officers of Coastal: David A. Arledge, Coby C. Hesse, James A. King, Jeffrey A.
Connelly, Carl A. Corrallo, Rodney D. Erskine, Donald H. Gullquist, Dan J. Hill,
Kenneth O. Johnson, Austin M. O'Toole, James L. Van Lanen, Thomas M. Wade, M.
Truman Arnold, Daniel F. Collins, Thomas E. Jackson, Jeffrey B. Levos, John J.
Lipinski, Stirling D. Pack, Jr., M. Frank Powell, Keith O. Rattie, Ronald D.
Matthews, Harold Burrow, John M. Bissell, George L. Brundrett, Jr., James F.
Cordes, Roy L. Gates, Anthony W. Hall, Jr., Jerome S. Katzin, J. Carleton
MacNeil, Jr., Thomas R. McDade, and O. S. Wyatt, Jr. Except as noted below, none
of the foregoing persons beneficially owns (i) more than 1% of the outstanding
shares of Coastal's common stock or (ii) more than 1% of the outstanding shares
of Coastal's Class A common stock. Mr. Wyatt owns approximately 4.8 million
shares of Coastal's common stock (constituting approximately 2.2% of Coastal's
outstanding common shares) and approximately 154,400 shares of Class A Common
Stock (constituting approximately 45% of the outstanding Class A common shares).
Mr. Burrow owns approximately 13,600 outstanding shares of Class A common stock
(constituting approximately 3.9% of the outstanding Class A common shares, and
Mr. Johnson owns approximately 9,600 shares of Class A common stock
(constituting approximately 2.8% of the outstanding Class A common shares). The
ownership information is as of December 31, 1999. The Merger Agreement provides
that the Board of Directors of El Paso from and after the consummation of the
Merger shall consist of 12 persons, five of whom shall be appointed by Coastal
including Mr. Arledge who shall be the Vice Chairman of the Board. Coastal has
entered into employment agreements with certain members of management, including
Messrs. Hesse, King, Connelly and Corrallo. These agreements become effective as
of the date of the Merger. Under certain benefits plans and other employment
agreements maintained by Coastal, certain benefits may become vested or
accelerated in connection with the Merger with respect to Messrs. Arledge,
Hesse, King, Connelly and Corrallo. The Merger Agreement provides for a "stock
out" of any options or restricted shares held by employees and directors of
Coastal.
