<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1996
REGISTRATION NO. 33-51851
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
EL PASO NATURAL GAS COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-0608280
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
</TABLE>
EL PASO ENERGY BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of principal
executive offices, including zip code)
OMNIBUS PLAN FOR MANAGEMENT EMPLOYEES
(FORMERLY TITLED EL PASO NATURAL GAS COMPANY
STOCK OPTION PLAN FOR MANAGEMENT EMPLOYEES)
(Full title of the plan)
BRITTON WHITE, JR.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
EL PASO NATURAL GAS COMPANY
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713)757-2131
(Name, address and telephone number,
including area code, of agent for service)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (Registration No. 33-51851) (the "Registration Statement") of El Paso
Natural Gas Company (the "Registrant") is being filed solely for the purpose of
filing additional exhibits to the Registration Statement.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "Form 10-K");
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly periods
ended March 31, 1996, as amended pursuant to a Form 10-Q/A filed May 15,
1996, June 30, 1996 and September 30, 1996;
3. The portions of the Registrant's definitive Proxy Statement for the
Annual Meeting of Stockholders held on April 30, 1996 that have been
incorporated by reference into the Form 10-K;
4. The Registrant's Current Reports on Form 8-K dated May 2, 1996, June 28,
1996 and October 22, 1996, as amended pursuant to a Form 8-K/A filed
November 5, 1996, and November 13, 1996;
5. The Registrant's Registration Statement on Form 8-A filed with respect
to the Common Stock, as amended to date; and
6. Annual Report on Form 11-K for the El Paso Natural Gas Company
Retirement Savings Plan for the fiscal year ended December 31, 1995.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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 Registrant's By-laws requires 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
II-1
<PAGE> 4
of the Registrant 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 the Registrant or that, being or having been such a
director or officer or an employee of the Registrant, such person is or was
serving at the request of the Registrant 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 the Registrant
also provide that the Registrant 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.
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 or 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 the Registrant'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 the Registrant shall
not be liable to the Registrant 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
the Registrant for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
The Registrant maintains directors' and officers' liability insurance which
provides for payment, on behalf of the directors and officers of the Registrant
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 of 1933, as amended (the "Securities Act"), for acts or omissions
by such persons while acting as directors or officers of the Registrant and/or
its subsidiaries, as the case may be.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-2
<PAGE> 5
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.1 -- Restated Certificate of Incorporation of the Registrant dated January
22, 1992 (filed as Exhibit 3.A to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992 and
incorporated herein by reference).
*4.2 -- El Paso Natural Gas Company Stock Option Plan for Management
Employees.
*5 -- Opinion of Mudge Rose Guthrie Alexander & Ferdon regarding legality
of the Common Stock being registered.
*23.1 -- Consent of Mudge Rose Guthrie Alexander & Ferdon (included in their
opinion filed as Exhibit 5).
*23.2 -- Consent of Coopers & Lybrand.
23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Arthur Andersen LLP.
23.5 -- Consent of Ernst & Young LLP.
*24 -- Power of Attorney.
</TABLE>
- ---------------
* Previously filed.
ITEM 9. UNDERTAKINGS
(a) 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; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the high or low end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) 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 the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (ii) shall 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 Exchange Act that are incorporated by reference
in the Registration Statement;
(2) that, for the purpose 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 herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
II-3
<PAGE> 6
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.
(c) 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 Commission such indemnification is
against public policy as expressed in the 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 counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 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 December 23, 1996.
EL PASO NATURAL GAS COMPANY
By: /s/ WILLIAM A. WISE
----------------------------------
William A. Wise
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment 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, Chief December 23, 1996
- --------------------------------------------- Executive Officer and
William A. Wise Director (Principal
Executive Officer)
* Executive Vice President and December 23, 1996
- --------------------------------------------- Chief Financial Officer
H. Brent Austin (Principal Financial
Officer)
/s/ JEFFREY I. BEASON Vice President, Chief December 23, 1996
- --------------------------------------------- Accounting Officer,
Jeffrey I. Beason Controller and Treasurer
(Principal Accounting
Officer)
* Director December 23, 1996
- ---------------------------------------------
Byron Allumbaugh
* Director December 23, 1996
- ---------------------------------------------
Eugenio Garza Laguera
/s/ JAMES F. GIBBONS Director December 23, 1996
- ---------------------------------------------
James F. Gibbons
* Director December 23, 1996
- ---------------------------------------------
Ben F. Love
* Director December 23, 1996
- ---------------------------------------------
Kenneth L. Smalley
/s/ MALCOLM WALLOP Director December 23, 1996
- ---------------------------------------------
Malcolm Wallop
*By: /s/ BRITTON WHITE, JR.
-------------------------------
Britton White, Jr.
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.1 -- Restated Certificate of Incorporation of the Registrant dated January
22, 1992 (filed as Exhibit 3.A to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992 and
incorporated herein by reference).
*4.2 -- El Paso Natural Gas Company Stock Option Plan for Management
Employees.
*5 -- Opinion of Mudge Rose Guthrie Alexander & Ferdon regarding legality
of the Common Stock being registered.
*23.1 -- Consent of Mudge Rose Guthrie Alexander & Ferdon (included in their
opinion filed as Exhibit 5).
*23.2 -- Consent of Coopers & Lybrand.
23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Arthur Andersen LLP.
23.5 -- Consent of Ernst & Young LLP.
*24 -- Power of Attorney.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into the Registration
Statements on Form S-8 (the "Registration Statements") of El Paso Natural Gas
Company (the "Company") filed March 19, 1992 (No. 33-46519), June 26, 1992 (No.
33-49956), January 10, 1994 (No. 33-51851), and February 2, 1995 (No. 33-57553),
of (i) our report, dated March 15, 1996 (the "Report"), on our audits of the
financial statements and financial statement schedule of the Company as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and
1993, which Report is included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, and (ii) all references to our firm which
appear in the Company's Definitive Schedule 14A, filed November 5, 1996 (File
No. 1-2700), which has been incorporated by reference into the Registration
Statements.
COOPERS & LYBRAND L.L.P.
El Paso, Texas
December 23, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post Effective Amendment No. 1 to the Registration
Statement on Form S-8 (No. 33-51851) of our report dated August 19, 1996 for the
Businesses of Tenneco Energy included in the Definitive Schedule 14A of El Paso
Natural Gas Company ("Definitive Proxy"), which is included in El Paso Natural
Gas Company's Current Report on Form 8-K/A dated November 5, 1996, and to all
references to our firm solely in relation to the Businesses of Tenneco Energy in
the Definitive Proxy.
ARTHUR ANDERSEN LLP
Houston, Texas
December 23, 1996
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to (i) the incorporation by reference in the Registration
Statements on Form S-8 (the "Registration Statements") of El Paso Natural Gas
Company (the "Company") filed March 19, 1992 (No. 33-46519), June 26, 1992 (No.
33-49956), January 10, 1994 (No. 33-51851), and February 2, 1995 (No. 33-57553)
of our report dated August 18, 1995, with respect to the December 28, 1994
combined financial statements of Mobil Plastics Division of Mobil Corporation
included in the Current Report of Tenneco Inc. on Form 8-K dated November 17,
1995 filed with the Securities and Exchange Commission, (ii) to the reference to
our firm under the caption "Experts" included in an Exhibit to the Company's
Current Report on Form 8-K/A (the "Form 8-K/A"), dated November 5, 1996 (File
No. 1-2700), which has been incorporated by reference into the Registration
Statements and (iii) to the incorporation by reference in the Registration
Statements of our report dated August 9, 1996 with respect to the combined
financial statements of Mobil Plastics Division of Mobil Oil Corporation for the
period December 29, 1994 to November 17, 1995 and the year ended December 28,
1994 included in an Exhibit to the Form 8-K/A.
ERNST & YOUNG LLP
Buffalo, New York
December 23, 1996
