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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-2700
------------------------
EL PASO NATURAL GAS COMPANY
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 74-0608280
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
EL PASO ENERGY BUILDING
1001 LOUISIANA, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's Telephone Number, Including Area Code: (713) 420-2131
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING
----- -----------
<S> <C>
Common Stock, par value $3.00 per share
as of May 12, 1998 120,457,674 shares
</TABLE>
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<PAGE> 2
GLOSSARY
The following abbreviations, acronyms, or defined terms used in this Form
10-Q are defined below:
<TABLE>
<CAPTION>
DEFINITIONS
-----------
<S> <C>
ALJ................... Administrative Law Judge
Bcf................... Billion cubic feet
Bcf/d................. Billion cubic feet per day
Board................. Board of directors of El Paso Natural Gas Company
Company............... El Paso Natural Gas Company and its subsidiaries
Court of Appeals...... United States Court of Appeals for the District of Columbia Circuit
EBIT.................. Earnings before interest expense and income taxes, excluding affiliated
interest income
Edison................ Southern California Edison Company
EPA................... United States Environmental Protection Agency
EPFS.................. El Paso Field Services Company, a wholly owned subsidiary of El Paso
Natural Gas Company
EPG................... El Paso Natural Gas Company, unless the context otherwise requires
EPTPC................. El Paso Tennessee Pipeline Co., an indirect subsidiary of El Paso Natural
Gas Company
FERC.................. The Federal Energy Regulatory Commission
GSR................... Gas supply realignment
MW(s)................. Megawatt(s)
NGC................... NGC Corporation
PCB(s)................ Polychlorinated biphenyl(s)
PLN................... Perusahaan Listrik Negara, the Indonesian government-owned electric
utility
PRP(s)................ Potentially responsible party(ies)
SFAS.................. Statement of Financial Accounting Standards
TGP................... Tennessee Gas Pipeline Company, a wholly owned subsidiary of El Paso
Tennessee Pipeline Co.
TransAmerican......... TransAmerican Natural Gas Corporation
</TABLE>
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EL PASO NATURAL GAS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS, EXCEPT PER COMMON SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED MARCH 31,
-------------------
1998 1997
------- -------
<S> <C> <C>
Operating revenues.......................................... $ 1,619 $ 1,831
------- -------
Operating expenses
Cost of gas and other products............................ 1,209 1,441
Operation and maintenance................................. 180 156
Depreciation, depletion, and amortization................. 65 67
Taxes, other than income taxes............................ 24 28
------- -------
1,478 1,692
------- -------
Operating income............................................ 141 139
------- -------
Other (income) and expense
Interest and debt expense................................. 64 61
Other -- net.............................................. (22) (9)
------- -------
42 52
------- -------
Income before income taxes and minority interest............ 99 87
Income tax expense.......................................... 35 34
------- -------
Income before minority interest............................. 64 53
Minority interest
Preferred stock dividend requirement of subsidiary........ 6 6
------- -------
Net income.................................................. $ 58 $ 47
======= =======
Comprehensive income........................................ $ 57 $ 47
======= =======
Basic earnings per common share............................. $ 0.50 $ 0.43
======= =======
Diluted earnings per common share........................... $ 0.48 $ 0.42
======= =======
Basic average common shares outstanding..................... 115.9 111.2
======= =======
Diluted average common shares outstanding................... 121.7 113.2
======= =======
Dividends declared per common share......................... $ 0.19 $ 0.18
======= =======
</TABLE>
The accompanying Notes are an integral part of these Condensed Consolidated
Financial Statements.
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EL PASO NATURAL GAS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
MARCH 31,
1998 DECEMBER 31,
(UNAUDITED) 1997
----------- ------------
<S> <C> <C>
Current assets
Cash and temporary investments............................ $ 73 $ 116
Accounts and notes receivable, net........................ 895 989
Inventories............................................... 52 68
Deferred income tax benefit............................... 130 168
Other..................................................... 312 288
------ ------
Total current assets.............................. 1,462 1,629
Property, plant, and equipment, net......................... 7,067 7,116
Other....................................................... 1,062 787
------ ------
Total assets...................................... $9,591 $9,532
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 752 $ 886
Short-term borrowings (including current maturities of
long-term debt)........................................ 751 885
Other..................................................... 667 693
------ ------
Total current liabilities......................... 2,170 2,464
------ ------
Long-term debt, less current maturities..................... 2,115 2,119
------ ------
Deferred income taxes....................................... 1,531 1,550
------ ------
Other....................................................... 1,068 1,075
------ ------
Commitments and contingencies (See Note 3)
Company-obligated mandatorily redeemable convertible
preferred securities of El Paso Energy Capital Trust I.... 325 --
------ ------
Minority interest
Preferred stock of subsidiary............................. 300 300
------ ------
Other minority interest................................... 65 65
------ ------
Stockholders' equity
Common stock, par value $3 per share; authorized
275,000,000 shares; issued 123,575,278 and 122,581,816
shares................................................. 371 368
Additional paid-in capital................................ 1,412 1,389
Retained earnings......................................... 362 327
Less: Accumulated other comprehensive income.............. 8 7
Treasury stock (at cost) 3,046,444 and 2,946,832
shares.......................................... 50 47
Deferred compensation............................... 70 71
------ ------
Total stockholders' equity........................ 2,017 1,959
------ ------
Total liabilities and stockholders' equity........ $9,591 $9,532
====== ======
</TABLE>
The accompanying Notes are an integral part of these Condensed Consolidated
Financial Statements.
2
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EL PASO NATURAL GAS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED
MARCH 31,
----------------
1998 1997
----- -------
<S> <C> <C>
Cash flows from operating activities
Net income................................................ $ 58 $ 47
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation, depletion, and amortization.............. 65 67
Deferred income taxes.................................. 24 44
Other.................................................. (6) 5
Working capital changes................................... (56) (21)
Other..................................................... 25 (10)
----- -------
Net cash provided by operating activities......... 110 132
----- -------
Cash flows from investing activities
Capital expenditures...................................... (52) (30)
Investment in joint ventures and equity investees......... (273) (71)
Collection of note receivable from partnership............ -- 53
Other..................................................... 7 11
----- -------
Net cash used in investing activities............. (318) (37)
----- -------
Cash flows from financing activities
Net commercial paper repayments........................... (72) --
Revolving credit repayments............................... (45) (1,100)
Long-term debt retirements................................ (21) (104)
Net proceeds from preferred securities of El
Paso Energy Capital Trust I issuance................... 317 --
Net proceeds from long-term debt issuance................. -- 883
Net proceeds from equity offering......................... -- 152
Dividends paid on common stock............................ (22) (13)
Other..................................................... 8 12
----- -------
Net cash provided by (used in) financing
activities....................................... 165 (170)
----- -------
Decrease in cash and temporary investments.................. (43) (75)
Cash and temporary investments
Beginning of period............................... 116 200
----- -------
End of period..................................... $ 73 $ 125
===== =======
</TABLE>
The accompanying Notes are an integral part of these Condensed Consolidated
Financial Statements.
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EL PASO NATURAL GAS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The 1997 Annual Report on Form 10-K for the Company includes a summary of
significant accounting policies and other disclosures and should be read in
conjunction with this Form 10-Q. The condensed consolidated financial statements
at March 31, 1998, and for the quarters ended March 31, 1998, and 1997, are
unaudited. The condensed balance sheet at December 31, 1997, is derived from
audited financial statements. These financial statements do not include all
disclosures required by generally accepted accounting principles. In the opinion
of management, all material adjustments necessary to present fairly the results
of operations for such periods have been included. All such adjustments are of a
normal recurring nature. Results of operations for any interim period are not
necessarily indicative of the results of operations for the entire year due to
the seasonal nature of the Company's businesses. Financial statements for the
previous periods include certain reclassifications which were made to conform to
current presentation. Such reclassifications have no effect on reported net
income or stockholders' equity.
Stock Split
On January 21, 1998, the Board approved a two-for-one stock split of EPG's
common stock (the "Stock Split"), subject to stockholder approval of an
amendment to EPG's Restated Certificate of Incorporation to increase the number
of authorized shares of EPG's common stock to 275,000,000 shares (the
"Amendment"). EPG's stockholders approved the Amendment on March 2, 1998. In
connection with the Amendment, the Board increased the number of shares of EPG's
preferred stock designated as Series A Junior Participating Preferred Stock
("Series A Preferred Stock") to 1,375,000 shares. The Stock Split was effected
in the form of a stock dividend of an aggregate of 60,944,417 shares of EPG's
common stock, which was paid on April 1, 1998, to stockholders of record on
March 13, 1998. All common shares and per common share amounts have been
adjusted to give retroactive effect to the Stock Split.
After giving effect to the Stock Split in accordance with the adjustment
provisions of the Amended and Restated Shareholder Rights Agreement, dated as of
July 23, 1997, between EPG and The First National Bank of Boston as Rights
Agent, the number of rights to purchase one one-hundredth of a share of the
Series A Preferred Stock (the "Rights") associated with each share of common
stock has been adjusted to become one-half of a Right.
Comprehensive Income
In compliance with SFAS No. 130, Reporting Comprehensive Income, the
Company has displayed comprehensive income in the Condensed Consolidated
Statements of Income. The only component of comprehensive income is the
cumulative translation adjustment which results from differences in the
translation of foreign currencies. This amount is reflected as accumulated other
comprehensive income in the Condensed Consolidated Balance Sheets.
2. SEGMENTS
The Company has elected to adopt the standards outlined in SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, effective
January 1, 1998. Accordingly, the Company has segregated its business activities
into five segments: El Paso Natural Gas segment, Tennessee Gas Pipeline segment,
El Paso Field Services segment, El Paso Energy Marketing segment, and El Paso
Energy International segment. These segments are strategic business units that
offer different products and services. They are managed separately as each
business requires different technology and marketing strategies.
The El Paso Natural Gas segment includes the interstate pipeline systems of
EPG and Mojave Pipeline Company. The segment transports natural gas primarily to
the California market. The Tennessee Gas Pipeline segment includes the
interstate pipeline systems of TGP, Midwestern Gas Transmission Company, and
East Tennessee Natural Gas Company. The segment transports natural gas to the
northeast section of the U.S. including the states of Tennessee, Virginia and
Georgia as well as the New
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York City, Chicago, and Boston metropolitan areas. The El Paso Field Services
segment provides natural gas gathering, products extraction, dehydration,
purification, compression and intrastate transmission services. The El Paso
Energy Marketing segment markets and trades natural gas, power, and petroleum
products and participates in the development and ownership of domestic power
generation projects. The El Paso Energy International segment develops and
operates energy infrastructure facilities worldwide.
The accounting policies of the individual segments are the same as those of
the Company, as a whole, as summarized in Note 1, Basis of Presentation. Certain
of the segment's earnings are largely derived from the earnings of equity
investments, accordingly the Company evaluates segment performance based on
EBIT. To the extent practicable, results of operations for the quarter ended
March 31, 1997 have been reclassified to conform to the current business segment
presentation, although such results are not necessarily indicative of the
results which would have been achieved had the revised business segment
structure been in effect during the period.
<TABLE>
<CAPTION>
SEGMENTS
FOR THE QUARTER ENDED MARCH 31, 1998
--------------------------------------------------------------------
EL PASO TENNESSEE EL PASO EL PASO EL PASO
NATURAL GAS FIELD ENERGY ENERGY
GAS PIPELINE SERVICES MARKETING INTERNATIONAL TOTAL
(IN MILLIONS) ------- --------- -------- --------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers....... $ 114 $ 203 $ 59 $1,227 $ 12 $ 1,615
Intersegment revenues.................. 1 9 9 4 -- 23
Operating income (loss)................ 52 94 20 -- (7) 159
EBIT................................... 52 98 24 -- 2 176
Segment assets......................... 1,760 5,294 916 766 676 9,412
</TABLE>
<TABLE>
<CAPTION>
SEGMENTS
FOR THE QUARTER ENDED MARCH 31, 1997
--------------------------------------------------------------------
EL PASO TENNESSEE EL PASO EL PASO EL PASO
NATURAL GAS FIELD ENERGY ENERGY
GAS PIPELINE SERVICES MARKETING INTERNATIONAL TOTAL
(IN MILLIONS) ------- --------- -------- --------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers....... $ 128 $ 205 $122 $1,376 $ -- $ 1,831
Intersegment revenues.................. 1 10 2 5 -- 18
Operating income (loss)................ 62 80 27 (17) (4) 148
EBIT................................... 62 82 28 (16) (2) 154
Segment assets......................... 1,822 4,802 587 925 341 8,477
</TABLE>
The reconciliations of EBIT to income before income taxes and minority
interest are presented below for the quarters ended March 31:
<TABLE>
<CAPTION>
1998 1997
----- -----
(IN MILLIONS)
<S> <C> <C>
Total EBIT for reportable segments.......................... $176 $154
Corporate expenses, net..................................... (13) (6)
Interest and debt expense................................... (64) (61)
---- ----
Income before income taxes and minority interest............ $ 99 $ 87
==== ====
</TABLE>
3. COMMITMENTS AND CONTINGENCIES
Indonesian Economic Difficulties
The Company owns a 47.5 percent interest in a power generating plant in
Sengkang, South Sulawesi, Indonesia, with a book value at March 31, 1998 of
approximately $20 million. Current economic events in Indonesia have resulted in
the devaluation of the Indonesian Rupiah and delays or cancellations of certain
infrastructure power projects in that country. The Company has met with PLN and
the Indonesian Minister of Finance to discuss the terms of its power sales
agreement in light of the current Indonesian economic
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problems. While the Company cannot predict the ultimate outcome of Indonesia's
financial difficulties or the impact of such matters to the Company, it believes
PLN, with the backing of the Office of the Minister of Finance, will honor all
obligations on the Sengkang project in full. The Company believes the current
economic difficulties in Indonesia will not have a material adverse effect on
the Company's financial position, results of operations, or cash flows. As of
April 30, 1998, all amounts billed and due had been paid in full.
Rates and Regulatory Matters
TGP -- In February 1997, TGP filed with FERC a settlement of all issues
related to the recovery of its GSR and other transition costs and related
proceedings (the "GSR Stipulation and Agreement"). In April 1997, FERC approved
the settlement and TGP implemented the settlement on May 1, 1997. Under the
terms of the GSR Stipulation and Agreement, TGP is entitled to collect from
customers up to $770 million, of which approximately $701 million has been
collected as of March 31, 1998. TGP is entitled to recover additional transition
costs, up to the remaining $69 million, through a demand transportation
surcharge and an interruptible transportation surcharge. The demand
transportation surcharge portion is scheduled to be recovered over a period
extending through December 1998. There is no time limit for collection of the
interruptible transportation surcharge portion. The terms of the GSR Stipulation
and Agreement also provide for a rate case moratorium through November 2000
(subject to certain limited exceptions) and an escalating rate cap, indexed to
inflation, through October 2005, for certain of TGP's customers.
In December 1994, TGP filed for a general rate increase with FERC and in
October 1996, FERC approved the settlement resolving that proceeding. The
settlement included a structural rate design change that results in a larger
portion of TGP's transportation revenues being dependent upon throughput. Under
the settlement, TGP's refund obligation was approximately $185 million,
inclusive of interest, of which $161 million was refunded to customers in March
1997 and June 1997 with the remaining $24 million refund obligation offset
against GSR recoveries in accordance with particular customer elections. TGP had
provided a reserve for these rate refunds as revenues were collected. One party,
a competitor of TGP, filed with the Court of Appeals a Petition for Review of
the FERC orders.
In July 1997, FERC issued an order on rehearing of its July 1996 order
addressing cost allocation and rate design issues of TGP's 1991 general rate
proceeding. All cost of service issues were previously resolved pursuant to a
settlement that was approved by FERC. In the July 1996 order, FERC remanded to
the presiding ALJ the issue of proper allocation of TGP's New England lateral
costs. In the July 1997 order on rehearing, FERC clarified, among other things,
that although the ultimate resolution as to the proper allocation of costs will
be applied retroactively to July 1, 1995, the cost of service settlement does
not allow TGP to recover from other customers amounts that TGP may ultimately be
required to refund. TGP has filed with the Court of Appeals a Petition for
Review of the FERC orders on this issue. In December 1997, the ALJ issued his
decision on the proper allocation of the New England lateral costs. The decision
adopts a methodology that economically approximates TGP's current methodology.
The ALJ's decision is pending before FERC.
In October 1997, TGP filed its cashout report for the period September 1995
through August 1996. TGP previously filed cashout reports for the period
September 1993 through August 1995. TGP's October 1997 filing showed a
cumulative loss of $11 million that would be rolled forward to the next cashout
period pursuant to its tariff. FERC has requested additional information and
justification from TGP as to its cashout methodology and reports. TGP's cashout
methodology and reports are currently pending before FERC.
Substantially all of the revenues of TGP are generated under long-term gas
transmission contracts. Contracts representing approximately 70 percent of TGP's
firm transportation capacity will be expiring over the next three years,
principally in November 2000. Although TGP cannot predict how much capacity will
be resubscribed, a majority of the expiring contracts cover service to
northeastern markets, where there is currently little excess capacity. Several
projects, however, have been proposed to deliver incremental volumes to these
markets. Although TGP is actively pursuing the renegotiation, extension and/or
replacement of these contracts, there can be no assurance as to whether TGP will
be able to extend or replace these contracts (or a substantial portion thereof)
or that the terms of any renegotiated contracts will be as favorable to TGP as
the existing contracts.
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EPG -- In June 1995, EPG filed with FERC for approval of new system rates
for mainline transportation to be effective January 1, 1996. In March 1996, EPG
filed a comprehensive offer of settlement to resolve that proceeding as well as
issues surrounding certain contract reductions and expirations that were to
occur from January 1, 1996 through December 31, 1997. In April 1997, FERC
approved EPG's settlement as filed and determined that only the contesting
party, Edison, should be severed for separate determination of the rate it
ultimately pays EPG. Hearings to determine Edison's rates should be completed in
May 1998. Pending the final outcome, Edison continues to pay the filed rates,
subject to refund, and EPG continues to provide a reserve for such potential
refunds. In July 1997, FERC issued an order denying the requests for rehearing
of the April 1997 order and the settlement was implemented effective July 1,
1997. Edison and GPM Corporation, a competitor of EPG, have filed with the Court
of Appeals separate petitions for review of FERC's April 1997 and July 1997
orders. Edison's petition challenges the propriety of FERC's approving the
settlement over Edison's objections to the settlement as a customer of Southern
California Gas Company.
The rate settlement establishes, among other things, base rates through
December 31, 2005. Such rates escalate annually beginning in 1998. In addition,
the settlement provides for settling customers to (i) pay $295 million
(including interest) as a risk sharing obligation, which approximates 35 percent
of anticipated revenue shortfalls over an 8 year period, resulting from the
contract reductions and expirations referred to above, (ii) receive 35 percent
of additional revenues received by EPG, above a threshold, for the same
eight-year period, and (iii) have the base rates increase or decrease if certain
changes in laws or regulations result in increased or decreased costs in excess
of $10 million a year. In accordance with the terms of the rate settlement,
EPG's refund obligation (including interest) was approximately $194 million. EPG
refunded $61 million to customers in August 1997, and in accordance with certain
customers elections, the remaining $133 million of refund obligation was applied
towards their $295 million risk sharing obligation. Through March 31, 1998, an
additional $83 million of the risk sharing obligation was paid and the $79
million balance, including interest, will be collected by the end of 2003. At
March 31, 1998 the remaining unearned balance of the risk sharing amount
collected was $181 million, which will be recognized in earnings ratably through
2003.
The contract reductions and expirations referred to above resulted in EPG's
having, as of March 31, 1998, approximately 1.6 Bcf/d (or 34 percent) of its
total capacity not committed under contracts requiring the payment of full
tariff reservation rates. Effective March 31, 1998, this capacity had an annual
value, at full tariff reservation rates, of approximately $172 million.
EPG has substantially offset the effects of these reductions in firm
capacity commitments referred to above by implementing cost control programs and
by actively seeking new markets and pursuing attractive opportunities to
increase traditional market share. The new markets EPG has targeted include
various natural gas users in California which were served indirectly through
Southern California Gas Company and Pacific Gas & Electric Company, as well as
new markets in northern Mexico and off the east end of its system. In addition
to other arrangements, in October 1997, EPG entered into three contracts with
NGC for the sale of substantially all of its turned back firm capacity available
as of January 1, 1998 to California (approximately 1.3 Bcf) for a two-year
period beginning January 1, 1998 at rates negotiated pursuant to EPG's tariff
provisions and FERC policies. EPG anticipates realizing at least $70 million in
revenues (which will be subject to the revenue sharing provisions of the rate
settlement) under these contracts over the two-year period. The contracts have a
transport-or-pay provision requiring NGC to pay a minimum charge equal to the
reservation component of the contractual charge on at least 50 percent of the
contracted volumes in each month in 1998 and on at least 72 percent of the
contracted volumes each month in 1999. In December 1997, EPG filed to implement
several negotiated rate contracts, including those with NGC. In a protest to
this filing made in January 1998, three shippers (producers/marketers) requested
FERC to require EPG to eliminate certain provisions from the NGC contracts, to
publicly disclose and repost the contracts for competitive bidding, and to
suspend their effectiveness. In an order issued in January 1998, FERC rejected
several of the arguments made in the protest and allowed the contracts to become
effective as of January 1, 1998 subject to refund and to the outcome of a
technical conference, which was held in March 1998. The technical conference
addressed the operation of certain of the contracts' provisions, including those
which provide for crediting, against amounts otherwise due under the contracts,
of certain interruptible revenues which might be received by EPG and the
protestors' claims that the contracts are anti-competitive. The
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<PAGE> 10
parties filed written comments and the matter is currently pending before FERC.
Assuming FERC allows the contracts to remain in effect, it cannot be predicted
at this time whether EPG will be able to remarket this capacity after the
expiration of the NGC contract or the terms under which it may be remarketed.
Under FERC procedures, take-or-pay cost recovery filings may be challenged
by pipeline customers on prudence and certain other grounds. Certain parties
sought review in the Court of Appeals of FERC's determination in an October 1992
order that certain buy-down/buy-out costs were eligible for recovery. In January
1996, the Court of Appeals remanded the order to FERC with direction to clarify
the basis for its decision that the take-or-pay buy-down/buy-out costs were
eligible for recovery. In March 1997, following a technical conference and the
submission of statements of position and replies, FERC issued an order
determining that the costs related to all but one of EPG's disputed contracts
were eligible for recovery. The costs ruled ineligible for recovery totaled
approximately $3 million, including interest, and were refunded to customers in
the second quarter of 1997. In October 1997, FERC issued an order denying the
challenging parties' request for rehearing of the March 1997 order in most
respects, but determined that the costs incurred pursuant to two additional EPG
contracts were ineligible for recovery. These costs, including interest, totaled
approximately $9 million, and were refunded to customers in February 1998. The
challenging parties, which claim that EPG should be required to refund up to an
additional $31 million, excluding interest, have filed a petition for review of
the FERC order in the Court of Appeals.
In an order issued in April 1997 in the proceeding involving the spin down
of EPG's gathering facilities to EPFS, FERC found that EPG acted appropriately
in not including its Chaco Compressor Station in the facilities to be
transferred to EPFS, and that the Chaco Compressor Station had been correctly
functionalized by EPG as a transmission facility. Requests for rehearing of this
order were filed by Williams Field Services and GPM Corporation. In a November
1997 order, FERC reversed its previous decision and found that the Chaco
Compressor Station is a gathering facility and should be transferred to EPFS.
EPG sought rehearing of this order, which was denied by FERC in March 1998. EPG
has filed a subsequent request for rehearing and has until May 30, 1998, to
determine whether to seek judicial review of FERC's March 1998 order. Other
parties have filed petitions for review of FERC's order.
Separately, in November 1996, GPM Corporation filed a complaint, as
amended, with FERC alleging that EPG's South Carlsbad compression facilities
were gathering facilities and were improperly functionalized by EPG as
transmission facilities. In a November 1997 order, FERC concluded that the South
Carlsbad Compressor facilities performed a gathering function and directed EPG
to transfer the facility to EPFS. EPG and others sought rehearing of this order
which FERC denied in March 1998. EPG has until May 30, 1998, to determine
whether to seek judicial review of FERC's March 1998 order. In FERC's March 1998
rehearing orders related to the Chaco and South Carlsbad matters, FERC
reaffirmed that the base settlement rates provided for under the 1996 rate
settlement would not be impacted and further determined that effective May 1,
1998, the fuel consumed by these facilities would cease to be included in the
data used for calculating the fuel charges effective for transmission customers
pursuant to the fuel settlement approved by FERC in 1997 (which settlement has
been challenged in the Court of Appeals by GPM Corporation). In accordance with
the FERC orders, the Chaco and South Carlsbad facilities were transferred to
EPFS in April 1998.
Management believes the ultimate resolution of the aforementioned rate and
regulatory matters, which are in various stages of finalization, will not have a
material adverse effect on the Company's financial position, results of
operations, or cash flows.
Environmental Matters
As of March 31, 1998, the Company had a reserve of approximately $276
million to cover environmental assessments and remediation activities discussed
below.
Since 1988, TGP has been engaged in an internal project to identify and
deal with the presence of PCBs and other substances of concern, including
substances on the EPA List of Hazardous Substances, at compressor stations and
other facilities operated by both its interstate and intrastate natural gas
pipeline
8
<PAGE> 11
systems. While conducting this project, TGP has been in frequent contact with
federal and state regulatory agencies, both through informal negotiation and
formal entry of consent orders, to assure that its efforts meet regulatory
requirements.
In May 1995, following negotiations with its customers, TGP filed with FERC
a separate Stipulation and Agreement (the "Environmental Stipulation") that
establishes a mechanism for recovering a substantial portion of the
environmental costs identified in the internal project. In November 1995, FERC
issued an order approving the Environmental Stipulation. Although one shipper
filed for rehearing, FERC denied rehearing of its order in February 1996. The
Environmental Stipulation was effective July 1, 1995. As of March 31, 1998, a
balance of $20 million remains to be collected under this stipulation.
The Company and certain of its subsidiaries have been designated, have
received notice that they may be designated, or have been asked for information
to determine whether they could be designated as a PRP with respect to 33 sites
under the Comprehensive Environmental Response, Compensation and Liability Act
or state equivalents. The Company has sought to resolve its liability as a PRP
with respect to these sites through indemnification by third parties and/or
settlements which provide for payment of the Company's allocable share of
remediation costs. Because the clean-up costs are estimates and are subject to
revision as more information becomes available about the extent of remediation
required, and because in some cases the Company has asserted a defense to any
liability, the Company's estimate of its share of remediation costs could
change. Moreover, liability under the federal Superfund statute is joint and
several, meaning that the Company could be required to pay in excess of its pro
rata share of remediation costs. The Company's understanding of the financial
strength of other PRPs has been considered, where appropriate, in its
determination of its estimated liability as described herein. The Company
presently believes that the costs associated with the current status of such
entities as PRPs at the sites referenced above will not have a material adverse
effect on the Company's financial position, results of operations, or cash
flows.
The Company has initiated proceedings against its historic liability
insurers seeking payment or reimbursement of costs and liabilities associated
with environmental matters. In these proceedings, the Company contends that
certain environmental costs and liabilities associated with various entities or
sites, including costs associated with former operating sites, must be paid or
reimbursed by certain of its historic insurers. The proceedings are in their
initial stages and, accordingly, it is not possible to predict the outcome.
It is possible that new information or future developments could require
the Company to reassess its potential exposure related to environmental matters.
The Company may incur significant costs and liabilities in order to comply with
existing environmental laws and regulations. It is also possible that other
developments, such as increasingly strict environmental laws, regulations and
enforcement policies thereunder, and claims for damages to property, employees,
other persons and the environment resulting from current or discontinued
operations, could result in substantial costs and liabilities in the future. As
such information becomes available, or developments occur, related accrual
amounts will be adjusted accordingly. While there are still uncertainties
relating to the ultimate costs which may be incurred, based upon the Company's
evaluation and experience to date, the Company believes the recorded reserve is
adequate.
Legal Proceedings
In November 1993, TransAmerican filed a complaint in a Texas state court,
TransAmerican Natural Gas Corporation v. El Paso Natural Gas Company, et al,
alleging fraud, tortious interference with contractual relationships, negligent
misrepresentation, economic duress, civil conspiracy, and violation of state
antitrust laws arising from a settlement agreement entered into by EPG,
TransAmerican, and others in 1990 to settle litigation then pending and other
potential claims. The complaint, as amended, seeks unspecified actual and
exemplary damages. EPG is defending the matter in the State District Court of
Dallas County, Texas. In April 1996, a former employee of TransAmerican filed a
related case in Harris County, Texas, Vickroy E. Stone v. Godwin & Carlton,
P.C., et al. (including EPG), seeking indemnification and other damages in
unspecified amounts relating to litigation consulting work allegedly performed
for various entities, including EPG, in cases involving TransAmerican. EPG filed
a Motion for Summary Judgment in the TransAmerican case arguing that plaintiff's
claims are barred by a prior release executed by TransAmerican,
9
<PAGE> 12
by statutes of limitations, and by the final court judgment ending the original
litigation in 1990. Following a hearing in January 1998, the court granted
summary judgment in EPG's favor on TransAmerican's claims based on economic
duress and negligent misrepresentation, but denied the motion as to the
remaining claims. In February 1998, EPG filed a Motion for Summary Judgment in
the Stone litigation arguing that all claims are baseless, barred by statutes of
limitations, subject to executed releases, or have been assigned to
TransAmerican. Oral argument on the motion occurred in March 1998 and a decision
is pending. The trials in TransAmerican and Stone are set to commence in March
1999 and September 1998, respectively. Based on information available at this
time, management believes that the claims asserted against it in both cases have
no factual or legal basis and that the ultimate resolution of these matters will
not have a material adverse effect on the Company's financial position, results
of operations, or cash flows.
On February 12, 1998, the United States and the State of Texas filed in a
United States District Court a Comprehensive Environmental Response,
Compensation and Liability Act cost recovery action, United States v. Atlantic
Richfield Co., et al against fourteen companies including the following
affiliates of EPG: TGP, EPTPC, EPEC Corporation, EPEC Polymers, Inc. and the
dissolved Petro-Tex Chemical Corporation, relating to the Sikes Disposal Pits
Superfund Site ("Sikes") located in Harris County, Texas. Sikes was an
unpermitted waste disposal site during the 1960s that accepted waste hauled from
numerous Houston Ship Channel industries. The suit alleges that the former
Tenneco Chemicals, Inc. and Petro-Tex Chemical Corporation arranged for disposal
of hazardous substances at Sikes. TGP, EPTPC, EPEC Corporation and EPEC
Polymers, Inc. are alleged to be derivatively liable as successors or as parent
corporations. The suit claims that the United States and the State of Texas have
expended over $125 million in remediating the site, and seeks to recover that
amount plus interest. Other companies named as defendants include Atlantic
Richfield Company, Crown Central Petroleum Corporation, Occidental Chemical
Corporation, Exxon Corporation, Goodyear Tire & Rubber Company, Rohm & Haas
Company, Shell Oil Company and Vacuum Tanks, Inc. These defendants have filed
their answers and third-party complaints have been filed seeking contribution
from twelve other entities believed to be PRPs at Sikes. Although factual
investigation relating to Sikes is in very preliminary stages, the Company
believes that the amount of material disposed at Sikes from the Tenneco
Chemicals, Inc. or Petro-Tex Chemical Corporation facilities, if any, was small,
possibly de minimis. However, the government plaintiffs have alleged that the
defendants are each jointly and severally liable for the entire remediation
costs and have also sought a declaration of liability for future response costs
such as groundwater monitoring. While the outcome of this matter cannot be
predicted with certainty, management does not expect this matter to have a
material adverse effect on the Company's financial position, results of
operations, or cash flows.
TGP is a party in proceedings involving federal and state authorities
regarding the past use by TGP of a lubricant containing PCBs in its starting air
systems. TGP has executed a consent order with the EPA governing the remediation
of certain of its compressor stations and is working with the relevant states
regarding those remediation activities. TGP is also working with the
Pennsylvania and New York environmental agencies to specify the remediation
requirements at the Pennsylvania and New York stations. Remediation activities
in Pennsylvania are complete with the exception of some long-term groundwater
monitoring requirements. Remediation and characterization work at the compressor
stations under its consent order with the EPA and the jurisdiction of the New
York Department of Environmental Conservation is ongoing. Management believes
that the ultimate resolution of these matters will not have a material adverse
effect on the Company's financial position, results of operations, or cash
flows.
In Commonwealth of Kentucky, Natural Resources and Environmental Protection
Cabinet v. Tennessee Gas Pipeline Company (Franklin County Circuit Court, Docket
No. 88-C1-1531, November 16, 1988), the Kentucky environmental agency alleged
that TGP discharged pollutants into the waters of the state without a permit and
disposed of PCBs without a permit. The agency sought an injunction against
future discharges, sought an order to remediate or remove PCBs, and sought a
civil penalty. TGP has entered into agreed orders with the agency to resolve
many of the issues raised in the original allegations, has received water
discharge permits for its Kentucky stations from the agency, and continues to
work to resolve the remaining issues. The relevant Kentucky compressor stations
are scheduled to be characterized and remediated under the consent
10
<PAGE> 13
order with the EPA. Management believes that the resolution of this issue will
not have a material adverse effect on the Company's financial position, results
of operations, or cash flows.
The Company is a named defendant in numerous lawsuits and a named party in
numerous governmental proceedings arising in the ordinary course of business.
While the outcome of such lawsuits or other proceedings against the Company
cannot be predicted with certainty, management currently does not expect these
matters to have a material adverse effect on the Company's financial position,
results of operations, or cash flows.
Year 2000
The Company has established an executive steering committee and a project
team to coordinate the assessment, remediation, testing and implementation of
the necessary modifications to its key computer applications (which consist of
internally developed computer applications, third party software, hardware and
embedded chip systems) to assure that such systems and related processes will
remain functional.
The assessment phase related to internally developed computer applications
has been completed and the cost estimate for making the necessary changes to
such systems, including implementation and testing efforts, is approximately $8
million to be spent in 1998 and 1999. These estimates were based on various
factors including availability of internal and external resources and complexity
of the software applications. The recent upgrade of various systems,
particularly the financial systems, to a Year 2000 compliant client/server
platform has greatly reduced or eliminated concerns in those areas.
The assessment phase for the third party software, hardware, and embedded
chip systems impacts is continuing, with completion of that phase and an
estimate of costs necessary to modify or replace those systems to be available
in the second quarter of 1998. Included in this phase of the project is the
effort to obtain representations and assurances from third party vendors that
their software, hardware products, and embedded chip systems being used by the
Company are or will be Year 2000 compliant. Implementation and testing phases
are expected to be completed by mid 1999.
It is the Company's goal to ensure that all of the critical systems and
processes which are under its direct control remain functional. However, because
certain systems may be interrelated with systems outside the control of the
Company, there can be no assurance that all implementations will be successful.
Management does not expect the costs to modify its systems or to correct any
unsuccessful system implementations to have a material adverse impact on the
Company's financial position, results of operations, or cash flows.
4. TRUST PREFERRED SECURITIES
In March 1998, El Paso Energy Capital Trust I (the "Trust"), issued 6.5
million of 4 3/4% trust convertible preferred securities (the "Trust Preferred
Securities") for $325 million ($317 million, net of issuance costs). The Trust,
a Delaware business trust, is a wholly owned consolidated subsidiary of EPG.
Concurrent with the issuance of the Trust Preferred Securities, the Trust issued
trust convertible common securities in the amount of $10 million to EPG. The
Trust exists for the sole purpose of issuing Trust Preferred Securities and
investing the proceeds from the issuance thereof in 4 3/4% convertible
subordinated debentures due 2028 (the "Trust Debentures") of EPG, the Trust's
sole asset. The results of the Trust are consolidated with those of the Company
and, therefore, the Trust Debentures are eliminated and the Trust Preferred
Securities are reflected as company-obligated mandatorily redeemable convertible
preferred securities of El Paso Energy Capital Trust I in the Condensed
Consolidated Balance Sheets. Distributions on the Trust Preferred Securities are
included in interest and debt expense in the Condensed Consolidated Statements
of Income. The net proceeds to EPG were used to pay down commercial paper.
The Trust Preferred Securities are non-voting (except in limited
circumstances), pay quarterly distributions at an annual rate of 4 3/4%
commencing on June 30, 1998, carry a liquidation value of $50 per share plus
accrued and unpaid distributions and are convertible into the Company's common
shares at any time prior to the close of business on March 31, 2028, at the
option of the holder. The Trust Preferred Securities are convertible into the
Company's common stock at the rate of 1.2022 common shares for each
11
<PAGE> 14
preferred security (equivalent to a conversion price of $41.59 per common
share), subject to adjustment in certain circumstances. The Company has executed
a guarantee with regard to the Trust Preferred Securities. The guarantee, when
taken together with the Company's obligations under the Trust Debentures, the
indenture pursuant to which the Trust Debentures were issued, and the applicable
trust document, provides a full and unconditional guarantee of the Trust's
obligations under the Trust Preferred Securities.
5. FINANCING TRANSACTIONS
The Company had short-term borrowings, including current maturities of long
term debt, at March 31, 1998 and December 31, 1997, as follows:
<TABLE>
<CAPTION>
1998 1997
----- -----
(IN MILLIONS)
<S> <C> <C>
EPG Revolving Credit Facility............................... $ -- $ 45
EPG Revolving Credit Facility with TGP designated as
borrower.................................................. 417 417
Commercial paper............................................ 244 326
Other credit facilities..................................... 35 25
Current maturities of long-term debt........................ 55 72
---- ----
$751 $885
==== ====
</TABLE>
In March 1998, EPG retired its outstanding 8 5/8% debentures due 2012 in
the amount of $17 million.
After issuing the Trust Debentures, EPG has approximately $565 million of
capacity remaining under its shelf registrations to issue public securities
registered thereunder. In addition, TGP has approximately $100 million remaining
under its February 1997 shelf registration.
6. ACQUISITIONS
As previously reported, in March 1998, the Company and DeepTech
International, Inc. ("DeepTech") entered into a definitive agreement whereby the
Company will acquire DeepTech as well as DeepTech's combined ownership interest
in Leviathan Gas Pipeline Partners, L.P. The Company expects to complete the
transaction by July 1998, although completion of the transaction is subject to
various conditions including the receipt of required regulatory and stockholder
approvals and other customary conditions. The Federal Trade Commission has
granted early termination of its review of the transaction, and a review by the
Securities and Exchange Commission is pending. The acquisition will be accounted
for as a purchase with a total purchase price of approximately $462 million,
exclusive of acquisition costs.
7. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment at March 31, 1998, and December 31, 1997,
consisted of the following:
<TABLE>
<CAPTION>
1998 1997
------ ------
(IN MILLIONS)
<S> <C> <C>
Property, plant, and equipment, at cost..................... $6,059 $6,004
Less accumulated depreciation and depletion................. 1,492 1,395
------ ------
4,567 4,609
Additional acquisition cost assigned to utility plant, net
of accumulated amortization............................... 2,500 2,507
------ ------
Total property, plant, and equipment, net......... $7,067 $7,116
====== ======
</TABLE>
12
<PAGE> 15
8. INVENTORIES
Inventories at March 31, 1998, and December 31, 1997, consisted of the
following:
<TABLE>
<CAPTION>
1998 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Materials and supplies...................................... $43 $42
Gas in storage.............................................. 9 26
--- ---
$52 $68
=== ===
</TABLE>
Materials and supplies and gas in storage are valued at the lower of cost
or market, with cost determined using the average cost method.
9. EARNINGS PER SHARE
Basic and diluted earnings per share amounts are presented below for the
quarters ended March 31:
<TABLE>
<CAPTION>
1998 1997
----------------------------------- -----------------------------------
NET AVERAGE SHARES EARNINGS NET AVERAGE SHARES EARNINGS
INCOME OUTSTANDING PER SHARE INCOME OUTSTANDING PER SHARE
------ -------------- --------- ------ -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
(IN MILLIONS, EXCEPT PER COMMON
SHARE AMOUNTS)
Basic.............................. $58 115.9 $0.50 $47 111.2 $0.43
===== =====
Effect of dilutive securities:
Stock options.................... 2.5 2.0
Trust preferred securities....... 1.2 --
Restricted stock................. 2.1 --
--- ----- --- -----
Dilutive........................... $58 121.7 $0.48 $47 113.2 $0.42
=== ===== ===== === ===== =====
</TABLE>
10. RECENT PRONOUNCEMENTS
Pensions and Other Postretirement Benefits Disclosures
In February 1998, SFAS No. 132, Employers' Disclosures about Pensions and
Other Postretirement Benefits, was issued by the Financial Accounting Standards
Board to standardize related disclosure requirements. SFAS No. 132 requires that
additional information be disclosed regarding changes in the benefit obligation
and fair values of plan assets, and eliminates certain disclosures no longer
considered useful, including general descriptions of the plans. Aggregation of
information about certain plans is also permitted. This statement does not
change the requirements for the measurement and recognition of obligations under
those plans. The standard is effective for fiscal years beginning after December
15, 1997. The Company is currently evaluating the effects of this pronouncement.
Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. This statement provides guidance for
accounting of such costs, and also defines internal-use computer software. It is
effective for fiscal years beginning after December 15, 1998. The Company is
currently evaluating the effects of this pronouncement.
Reporting on the Costs of Start-Up Activities
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5, Reporting on the Costs of Start-Up
Activities. The statement defines start-up activities and requires start-up and
organization costs to be expensed as incurred. It is effective for fiscal years
beginning after December 15, 1998. The Company is currently evaluating the
effects of this pronouncement.
13
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained in Item 2 updates, and should be read in
conjunction with, information set forth in Part II, Items 7, 7A, and 8, in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997, in
addition to the interim consolidated financial statements and accompanying notes
presented in Item 1 of this Form 10-Q.
RESULTS OF OPERATIONS
GENERAL
Basic earnings per share for the quarter ended March 31, 1998 rose 17
percent to $0.50 from $0.43 in the first quarter of 1997. On a diluted earnings
per share basis, 1998 earnings increased 14 percent to $0.48 from $0.42 in 1997.
Basic and diluted average common shares outstanding for the quarter ended March
31, 1998 were 115,930,626 and 121,711,863, respectively.
The Company has elected to adopt the standards outlined in SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, effective
January 1, 1998. Accordingly, the Company has segregated its business activities
into five segments: El Paso Natural Gas segment, Tennessee Gas Pipeline segment,
El Paso Field Services segment, El Paso Energy Marketing segment, and El Paso
Energy International segment. These segments are strategic business units that
offer different products and services. They are managed separately as each
business requires different technology and marketing strategies. To the extent
practicable, results of operations for 1997 have been reclassified to conform to
the current business segment presentation, although such results are not
necessarily indicative of the results which would have been achieved had the
revised business segment structure been in effect during the period. Operating
revenues by segment include intersegment sales which are eliminated in
consolidation. For a further discussion of the individual segments, See Note 2
of Item 1, Financial Statements.
FIRST QUARTER 1998 COMPARED TO FIRST QUARTER 1997
SEGMENT RESULTS
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED
MARCH 31,
--------------
1998 1997
----- -----
(IN MILLIONS)
<S> <C> <C>
EARNINGS BEFORE INTEREST EXPENSE AND INCOME TAXES
El Paso Natural Gas......................................... $ 52 $ 62
Tennessee Gas Pipeline...................................... 98 82
---- ----
Regulated segments........................................ 150 144
El Paso Field Services...................................... 24 28
El Paso Energy Marketing.................................... -- (16)
El Paso Energy International................................ 2 (2)
---- ----
Non-regulated segments.................................... 26 10
Corporate expenses, net..................................... (13) (6)
---- ----
Total EBIT................................................ $163 $148
==== ====
</TABLE>
Consolidated EBIT for the quarter ended March 31, 1998, was $15 million
higher than for the same period of 1997 as discussed below.
14
<PAGE> 17
El Paso Natural Gas
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED
MARCH 31,
-------------
1998 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Operating revenues.......................................... $115 $129
Operating expenses.......................................... (63) (67)
Other -- net................................................ -- --
---- ----
EBIT...................................................... $ 52 $ 62
==== ====
</TABLE>
Operating revenues for the quarter ended March 31, 1998 were $14 million
lower than for the same period of 1997 primarily due to lower revenues resulting
from the Pacific Gas & Electric Company contract expiration which was effective
December 31, 1997. The decrease was partially offset by risk sharing revenue and
revenue from the sale of excess capacity to NGC, see Part I, Financial
Information, Note 3.
Operating expenses for the quarter ended March 31, 1998 were $4 million
lower than for the same period of 1997 primarily due to certain benefit costs
accounted for in accordance with EPG's March 1996 settlement.
Tennessee Gas Pipeline
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED
MARCH 31,
-------------
1998 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Operating revenues.......................................... $212 $215
Operating expenses.......................................... (118) (135)
Other -- net................................................ 4 2
---- ----
EBIT...................................................... $ 98 $ 82
==== ====
</TABLE>
Operating revenues for the quarter ended March 31, 1998 were $3 million
lower than for the same period of 1997 primarily because of lower transportation
volumes resulting from warmer average temperatures in the northeastern and
midwestern markets.
Operating expenses for the quarter ended March 31, 1998 were $17 million
lower than for the same period of 1997 primarily due to lower fuel costs
associated with the change in throughput attributable to warmer average
temperatures in the northeast and midwest in the first quarter of 1998. Also
contributing to the decrease in operating expenses were lower labor costs,
benefit costs, and payroll taxes which resulted from the reduction in staffing
levels which occurred during the first quarter of 1997. Depreciation expense was
also lower in the first quarter of 1998 due to the finalization of the
adjustments to the purchase price amount allocated to property, plant and
equipment based on the completion of an independent asset appraisal in the
fourth quarter of 1997.
15
<PAGE> 18
El Paso Field Services
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED
MARCH 31,
-------------
1998 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Gathering and treating margin............................... $ 39 $ 35
Processing margin........................................... 14 19
Other margin................................................ 2 1
---- ----
Total gross margin................................ 55 55
Operating expenses.......................................... (35) (28)
Other -- net................................................ 4 1
---- ----
EBIT...................................................... $ 24 $ 28
==== ====
</TABLE>
Total gross margin (revenue less cost of sales) for the quarter ended March
31, 1998 was the same as for the comparable 1997 period. The increase in the
gathering and treating margin was primarily due to an increase in gathering and
treating volumes largely attributable to the acquisition of Pacificorp's Texas
Gulf Coast gathering and processing subsidiaries ("TPC") in December 1997
partially offset by lower average San Juan Basin gas index prices in the first
quarter of 1998. The decrease in the processing margin was largely due to lower
liquids prices during the first quarter of 1998 compared to the same period of
1997. Offsetting the decrease in the processing margin was the additional
contribution from the acquisition of TPC. Natural gas and liquids prices, which
directly impact a substantial portion of gathering and processing revenues, were
at record high levels during the first quarter of 1997.
Operating expenses for the quarter ended March 31, 1998 were $7 million
higher than for the same period of 1997 primarily related to additional expense
associated with TPC and Gulf States Gas Pipeline Company and higher
administrative costs in the first quarter of 1998.
Other -- net for the quarter ended March 31, 1998 was $3 million higher
than for the same period of 1997 primarily from additional earnings from equity
investments.
El Paso Energy Marketing
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED
MARCH 31,
-------------
1998 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Natural gas margin.......................................... $ 6 $ (4)
Power margin................................................ 7 --
Petroleum products margin................................... -- (1)
---- ----
Total gross margin................................ 13 (5)
Operating expenses.......................................... (13) (12)
Other -- net................................................ -- 1
---- ----
EBIT...................................................... $ -- $(16)
==== ====
</TABLE>
Total gross margin (revenue less cost of sales) for the quarter ended March
31, 1998 was $18 million higher than for the same period of 1997. The increase
in margin was primarily due to the income recognition from long-term natural gas
and electric power contracts closed during the quarter. The Company's energy
marketing operations have been negatively impacted by low natural gas and power
trading margins, which are expected to continue.
16
<PAGE> 19
El Paso Energy International
<TABLE>
<CAPTION>
FIRST QUARTER
ENDED MARCH 31,
----------------
1998 1997
----- -----
(IN MILLIONS)
<S> <C> <C>
Operating revenues.......................................... $11 $--
Operating expenses.......................................... (18) (4)
Other -- net................................................ 9 2
--- ---
EBIT...................................................... $ 2 $(2)
=== ===
</TABLE>
Operating revenues for the quarter ended March 31, 1998 were $11 million
higher than for the same period of 1997 due to the acquisition of a controlling
interest in the EMA Power project in June 1997.
Operating expenses for the quarter ended March 31, 1998 were $14 million
higher than for the same period of 1997 primarily due to costs related to the
EMA Power project and higher project development costs in the first quarter of
1998.
Other -- net for the first quarter ended March 31, 1998 was $7 million
higher than for the same period of 1997 primarily from increased equity earnings
and gains related to equity investments.
Corporate expenses, net
The loss before interest expense and income taxes for the quarter ended
March 31, 1998 was $7 million higher than for the same period of 1997 primarily
due to increased amortization cost related to the Company's employee incentive
plans.
INTEREST AND DEBT EXPENSE
Interest and debt expense for the quarter ended March 31, 1998 was $3
million higher than for the same period of 1997 because of a higher average
effective interest rate during the first quarter of 1998 primarily resulting
from the higher rates associated with the March 1997 issuance of TGP long-term
debt of approximately $883 million.
LIQUIDITY AND CAPITAL RESOURCES
CASH FROM OPERATING ACTIVITIES
Net cash provided by operating activities was $22 million lower for the
quarter ended March 31, 1998, compared to the same period of 1997. The decrease
was primarily attributable to lower GSR collections in 1998, a take-or-pay
refund to EPG customers in February 1998, and a net income tax refund in 1997.
The decrease was partially offset by a rate refund to TGP's customers in 1997.
CASH FROM INVESTING ACTIVITIES
Net cash used in investing activities was $281 million higher for the
quarter ended March 31, 1998, compared to the same period of 1997. The increase
was primarily due to higher expenditures for joint ventures, equity investments,
and capital expenditures in the first quarter of 1998 compared to the first
quarter of 1997. Expenditures related to joint ventures and equity investments
were primarily attributable to the international segment. Internally generated
funds, supplemented by other financing activities, were used to fund these
expenditures. Additionally, the first quarter 1997 included the collection of a
$53 million note receivable from the Company's partnership in a 103 MW
cogeneration plant in Florida.
Future funding for capital expenditures, acquisitions, and other investing
expenditures is expected to be provided by internally generated funds,
commercial paper issuances, available capacity under existing credit facilities,
and/or the issuance of other long-term debt, trust securities, or equity.
17
<PAGE> 20
CASH FROM FINANCING ACTIVITIES
Net cash provided by financing activities was $165 million in the quarter
ended March 31, 1998 compared to net cash used in financing activities of $170
million in the same period of 1997. In March 1998, the Trust issued Trust
Preferred Securities for net proceeds of $317 million which were used to pay
down commercial paper. Short-term borrowings, supplemented by internally
generated funds, were used for
long-term debt retirements, dividend payments, and other corporate purposes. The
first quarter 1997 use of cash was due in large part to the Company's efforts to
realign its debt and capital structure following the EPTPC acquisition.
In March 1998, EPG retired its outstanding 8 5/8% debentures due 2012 in
the amount of $17 million.
The following table reflects quarterly dividends declared and paid on EPG's
common stock:
<TABLE>
<CAPTION>
AMOUNT PER
DECLARATION DATE COMMON SHARE PAYMENT DATE TOTAL AMOUNT
---------------- ------------ ------------ -------------
(IN MILLIONS)
<S> <C> <C> <C>
October 22, 1997....................... $0.18250 January 2, 1998 $ 22
January 22, 1998....................... $0.19125 April 1, 1998 $ 23
</TABLE>
In April 1998, the Board declared a quarterly dividend of $0.19125 per
share on EPG's common stock, payable on July 1, 1998, to stockholders of record
on June 5, 1998. Also during the first quarter of 1998, quarterly dividends of
$6 million were paid on EPTPC's Series A Preferred Stock.
Future funding for long-term debt retirements, dividends, and other
financing expenditures are expected to be provided by internally generated
funds, commercial paper issuances, available capacity under existing credit
facilities, and/or the issuance of other long-term debt, trust securities, or
equity.
At March 31, 1998, the Company had approximately $1 billion available under
its revolving credit facilities established in October 1997. The availability of
borrowings under the Company's credit agreements is subject to certain specified
conditions, which management believes it currently meets.
After issuing the Trust Debentures described in Part I, Financial
Information, Note 4, EPG has approximately $565 million of capacity remaining
under its shelf registrations to issue public securities registered thereunder.
In addition, TGP has approximately $100 million remaining on its February 1997
shelf registration.
COMMITMENTS AND CONTINGENCIES
INDONESIAN ECONOMIC DIFFICULTIES
See Part I, Financial Information, Note 3, which is incorporated herein by
reference.
RATES AND REGULATORY MATTERS
See Part I, Financial Information, Note 3, which is incorporated herein by
reference.
ENVIRONMENTAL MATTERS
See Part I, Financial Information, Note 3, which is incorporated herein by
reference.
LEGAL PROCEEDINGS
See Part I, Financial Information, Note 3, which is incorporated herein by
reference.
YEAR 2000
See Part I, Financial Information, Note 3, which is incorporated herein by
reference.
18
<PAGE> 21
OTHER
The Company intends to continue pursuing strategic acquisition and
investment opportunities. The timing, size, or success of any acquisition
effort, and the associated potential capital commitments, cannot be predicted.
The Company may fund future acquisitions and investments with internally
generated funds, available capacity under existing credit facilities, and/or the
issuance of other long-term debt or equity.
DEEPTECH ACQUISITION
As previously reported, in March 1998, the Company and DeepTech entered
into a definitive agreement whereby the Company will acquire DeepTech as well as
DeepTech's combined ownership interest in Leviathan Gas Pipeline Partners, L.P.
The Company expects to complete the transaction by July 1998, although
completion of the transaction is subject to various conditions including the
receipt of required regulatory and stockholder approvals and other customary
conditions. The Federal Trade Commission has granted early termination of its
review of the transaction, and a review by the Securities and Exchange
Commission is pending. The acquisition will be accounted for as a purchase with
a total purchase price of approximately $462 million, exclusive of acquisition
costs.
ONGOING AND FUTURE INVESTMENT AND CAPITAL PROJECTS
Significant events impacting the Company's development projects are
discussed below.
Latin America
In April 1998, the Company purchased the remaining 50 percent interest in
the 250 MW power project in Manaus, Brazil from CAPEX, a publicly traded company
on the Argentine and Luxembourg stock exchanges. The contract for the project
provides for delay damages to be paid to the power purchaser in the event of a
failure to meet the specified construction schedule, except for delays caused by
events of force majeure. The completion of the project has been delayed beyond
the dates provided in the contract and such delays have resulted in a claim for
delay damages from the power purchaser. The Company has a right to assert claims
against the construction contractor for such delay damages, and in any event
does not believe that any such damages will have a material adverse affect on
the Company.
Portland
The Company increased its ownership interest in the Portland Natural Gas
Transmission ("Portland") system from 17.8 percent to approximately 19 percent
in April 1998. Portland is developing a 292-mile interstate natural gas pipeline
with a projected capacity of 178 million cubic feet per day extending from the
Canadian border near Pittsburg, New Hampshire to Dracut, Massachusetts. Also in
April 1998, Portland secured $256 million in non-recourse project financing.
Targeted completion for the project is November 1998.
STOCK SPLIT
On January 21, 1998, the Board approved the Stock Split, subject to
stockholder approval of the Amendment. The stockholders approved the Amendment
on March 2, 1998. The Stock Split was effected in the form of a stock dividend
of an aggregate of 60,944,417 shares of EPG's common stock, which was paid on
April 1, 1998, to stockholders of record on March 13, 1998.
RECENT PRONOUNCEMENTS
See Part I, Financial Information, Note 10, which is incorporated herein by
reference.
19
<PAGE> 22
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Where any such forward-looking
statement includes a statement of the assumptions or bases underlying such
forward-looking statement, the Company cautions that, while such assumptions or
bases are believed to be reasonable and are made in good faith, assumed facts or
bases almost always vary from the actual results, and the differences between
assumed facts or bases and actual results can be material, depending upon the
circumstances. Where, in any forward-looking statement, the Company or its
management expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and is believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "expect," "estimate," "anticipate" and similar expressions may
identify forward-looking statements.
Important factors that could cause actual results to differ materially from
those in the forward-looking statements herein include increasing competition
within the Company's industry, the timing and extent of changes in commodity
prices for natural gas and power, uncertainties associated with acquisitions and
joint ventures, potential environmental liabilities, potential contingent
liabilities and tax liabilities related to the Company's acquisitions, including
EPTPC, political and economic risks associated with current and future
operations in foreign countries conditions of the equity and other capital
markets during the periods covered by the forward-looking statements, and other
risks, uncertainties and factors discussed more completely in the Company's
other filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the year ended December 31, 1997.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There are no material changes from the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
20
<PAGE> 23
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I, Financial Information, Note 3, which is incorporated herein by
reference.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In connection with the Stock Split, EPG's stockholders approved an
amendment to EPG's Restated Certificate of Incorporation. See Part 1, Financial
Information, Note 1, which is incorporated herein by reference.
In March 1998, the Trust issued the Trust Preferred Securities, which are
convertible into EPG common stock. See Part I, Financial Information, Note 4,
which is incorporated herein by reference.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
EPG held a special meeting of stockholders on March 2, 1998. The proposal
presented for a stockholder vote was to amend EPG's Restated Certificate of
Incorporation, as amended, to increase the number of authorized shares of common
stock from 100,000,000 shares, par value $3.00 per share, to 275,000,000 shares,
par value $3.00 per share. The amendment was approved with the following voting
results on a pre-split basis:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---------- ------- -------
<S> <C> <C> <C>
Approval of Amendment...................................... 46,377,317 948,592 134,929
</TABLE>
There were no broker non-votes on the proposal.
ITEM 5. OTHER INFORMATION
None.
21
<PAGE> 24
ITEM. 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Each exhibit identified below not designated by an asterisk is incorporated
by reference to a prior filing as indicated.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*3.A -- Restated Certificate of Incorporation of EPG dated
January 22, 1992. Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred
Stock of EPG dated July 7, 1992; Certificate of Amendment
to Restated Certificate of Incorporation of EPG, dated
March 2, 1998; Certificate of Increase of Authorized
Number of Shares of Series A Junior Participating
Preferred Stock of EPG, dated April 29, 1998.
*+10.C.1 -- Amendment No. 1 to the EPG Omnibus Compensation Plan,
effective April 1, 1998.
*+10.D.1 -- Amendment No. 3 to the EPG 1995 Incentive Compensation
Plan, effective April 1, 1998.
*+10.E.1 -- Amendment No. 1 to the El Paso Energy Corporation 1995
Compensation Plan for Non-Employee Directors, effective
April 1, 1998.
*+10.F.1 -- Amendment No. 1 to the El Paso Energy Corporation Stock
Option Plan for Non-Employee Directors, effective April
1, 1998.
*+10.G.1 -- Amendment No. 2 to the EPG 1995 Omnibus Compensation
Plan, effective April 1, 1998.
*+10.R -- Promissory Note dated May 30, 1997, made by William A.
Wise to El Paso Energy Corporation; Amendment to
Promissory Note dated November 20, 1997.
+10.S -- El Paso Energy Corporation Strategic Stock Plan,
effective as of June 19, 1996, (Exhibit 10.AC to EPG's
Form 10-Q filed August 14, 1996).
*+10.S.1 -- Amendment No. 1 to the El Paso Energy Corporation
Strategic Stock Plan, effective April 1, 1998.
10.T -- Agreement and Plan of Merger, dated as of February 27,
1998, among El Paso Natural Gas Company, El Paso
Acquisition Company and DeepTech International Inc.
(Exhibit 2.1 to EPG's Form S-4 filed April 10, 1998);
Contribution and Distribution Agreement, dated as of
February 27, 1998, among DeepTech International Inc.,
DeepFlex Production Services, Inc., El Paso Natural Gas
Company and Tatham Offshore, Inc. (Exhibit 2.2 to EPG's
Form S-4 filed April 10, 1998).
*27 -- Financial Data Schedule.
</TABLE>
- ---------------
* Indicates documents filed as part of this report.
+ Indicates management contract or compensatory plan or arrangement.
Undertaking
The undersigned hereby undertakes, pursuant to Regulation S-K, Item
601(b), paragraph (4)(iii), to furnish to the Securities and Exchange
Commission upon request all constituent instruments defining the rights of
holders of long-term debt of EPG and its consolidated subsidiaries not
filed herewith for the reason that the total amount of securities
authorized under any of such instruments does not exceed 10 percent of the
total consolidated assets of EPG and its consolidated subsidiaries.
22
<PAGE> 25
b. Reports on Form 8-K
On March 17, 1998, EPG filed a report under Item 5 and Item 7 on Form
8-K, dated March 17, 1998, with respect to the El Paso Energy Capital Trust
I offering of 6.5 million of 4 3/4% Trust Convertible Preferred Securities
with an aggregate liquidation value of $325 million.
23
<PAGE> 26
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 thereunto duly authorized.
EL PASO NATURAL GAS COMPANY
Date: May 15, 1998 /s/ H. BRENT AUSTIN
------------------------------------
H. Brent Austin
Executive Vice President and
Chief Financial Officer
Date: May 15, 1998 /s/ JEFFREY I. BEASON
------------------------------------
Jeffrey I. Beason
Vice President and Controller
(Chief Accounting Officer)
24
<PAGE> 27
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*3.A -- Restated Certificate of Incorporation of EPG dated
January 22, 1992. Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred
Stock of EPG dated July 7, 1992; Certificate of Amendment
to Restated Certificate of Incorporation of EPG, dated
March 2, 1998; Certificate of Increase of Authorized
Number of Shares of Series A Junior Participating
Preferred Stock of EPG, dated April 29, 1998.
*+10.C.1 -- Amendment No. 1 to the EPG Omnibus Compensation Plan,
effective April 1, 1998.
*+10.D.1 -- Amendment No. 3 to the EPG 1995 Incentive Compensation
Plan, effective April 1, 1998.
*+10.E.1 -- Amendment No. 1 to the El Paso Energy Corporation 1995
Compensation Plan for Non-Employee Directors, effective
April 1, 1998.
*+10.F.1 -- Amendment No. 1 to the El Paso Energy Corporation Stock
Option Plan for Non-Employee Directors, effective April
1, 1998.
*+10.G.1 -- Amendment No. 2 to the EPG 1995 Omnibus Compensation
Plan, effective April 1, 1998.
*+10.R -- Promissory Note dated May 30, 1997, made by William A.
Wise to El Paso Energy Corporation; Amendment to
Promissory Note dated November 20, 1997.
*+10.S.1 -- Amendment No. 1 to the El Paso Energy Corporation
Strategic Stock Plan, effective April 1, 1998.
*27 -- Financial Data Schedule.
</TABLE>
- ---------------
* Indicates documents filed as part of this report.
+ Indicates management contract or compensatory plan or arrangement.
25
<PAGE> 1
EXHIBIT 3A
RESTATED
CERTIFICATE OF INCORPORATION
OF
EL PASO NATURAL GAS COMPANY
E1 Paso Natural Gas Company, a corporation organized and existing under
the General Corporation Law of the State of Delaware, does hereby certify:
1. The original Certificate of Incorporation was filed with the
Secretary of State on November 28, 1928. The name under which it was originally
incorporated is El Paso Natural Gas Company.
2. The following Restated Certificate of Incorporation was duly
proposed by the corporation's Board of Directors pursuant to the applicable
provisions of Section 242 and Section 245 of the General Corporation Law of the
State of Delaware. In lieu of a meeting of the stockholders, unanimous written
consent has been given for the adoption of said Restated Certificate of
Incorporation and the amendments to be made thereby pursuant to the applicable
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.
ARTICLE 1. NAME
The name of this corporation is EL PASO NATURAL GAS COMPANY.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the registered office of this corporation is Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle,
State of Delaware 19801, and the name of its registered agent at such address is
The Corporation Trust Company.
ARTICLE 3. PURPOSES
The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
<PAGE> 2
ARTICLE 4. SHARES
The total number of authorized shares of all classes of stock of this
corporation consist of 100,000,000 shares of common stock having a par value of
$3 per share and 25,000,000 shares of preferred stock having a par value of $.01
per share. Authority is hereby expressly granted to the Board of Directors to
fix by resolution or resolutions any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
which are permitted by the General Corporation Law of the State of Delaware in
respect of any class or classes of stock or any series of any class of stock of
the corporation.
ARTICLE 5. BY-LAWS
The Board of Directors shall have the power to adopt, amend or repeal
the By-laws of this corporation, subject to the power of the stockholders to
amend or repeal such By-laws. The stockholders having voting power shall also
have the power to adopt, amend or repeal the By-laws of this corporation.
ARTICLE 6. ELECTION OF DIRECTORS
Except as may be otherwise required by the By-laws, written ballots are
not required in the election of Directors.
ARTICLE 7. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 8. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not
exist with respect to shares of stock of this corporation.
ARTICLE 9. AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal any of the
provisions contained in this Restated Certificate of Incorporation in any manner
now or hereafter permitted by law, and the rights of the stockholders of this
corporation are granted subject to this reservation.
-2-
<PAGE> 3
ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the General Corporation Law of the State of
Delaware, as it exists on the date hereof or may hereafter be amended, permits
the limitation or elimination of the liability of Directors, a Director of this
corporation shall not be liable to this corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director. Any amendment to or
repeal of this Article 10 shall not adversely affect any right or protection of
a Director of this corporation for or with respect to any acts or omissions of
such Director occurring prior to such amendment or repeal.
ARTICLE 11. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Any action by the stockholders of this corporation shall be taken at a
meeting of stockholders and no action may be taken by written consent of
stockholders entitled to vote on such action.
ARTICLE 12. SPECIAL VOTING REQUIREMENTS
In addition to any affirmative vote required by law, by this Restated
Certificate of Incorporation, by any agreement with any national securities
exchange, or as may be otherwise required, any "Business Combination" (as
hereinafter defined) involving this corporation shall be subject to approval in
the manner set forth in this Article 12.
12.1 Definitions.
For the purposes of this Article 12:
(a) "Affiliate" and "beneficial owner" are used herein as
defined in Rule 12b-2 and Rule 13d-3, respectively, under the
Securities Exchange Act of 1934 as in effect on January 1, 1992 (the
"1934 Act"). The term "Affiliate" as used herein shall exclude this
corporation, but shall include the definition of "Associate" as
contained in said Rule 12b-2.
(b) An "Interested Stockholder" is a person other than (i) the
corporation or (ii) Burlington Resources Inc., a Delaware corporation
("BRI"), as long as BRI continues to own at least a majority of the
stock of this corporation entitled to vote for the election of
Directors ("Voting Stock") and there has been no Change in Control of
BRI since January 1, 1992, who is (A) the beneficial
-3-
<PAGE> 4
owner of ten percent or more of the Voting Stock or (B) an Affiliate of
this corporation which (1) at any time within a two-year period prior
to the record date for the vote on a Business Combination was the
beneficial owner of ten percent or more of the Voting Stock, or (2) at
the completion of the Business Combination will be the beneficial owner
of ten percent or more of the Voting Stock.
(c) A "Person" is a natural person or a legal entity of any
kind, together with any Affiliate of such person or entity, or any
person or entity with whom such person, entity or any Affiliate has any
agreement or understanding relating to acquiring, voting or holding
Voting Stock.
(d) A "Disinterested Director" is a member of the Board of
Directors of this corporation (other than the Interested Stockholder)
who was a Director prior to the time the Interested Stockholder became
an Interested Stockholder, or any Director who was recommended for
election by the Disinterested Directors. Any action to be taken by the
Disinterested Directors shall require the affirmative vote of at least
two-thirds of the Disinterested Directors.
(e) A "Business Combination" is (i) a merger or consolidation
of this corporation or any of its subsidiaries with an Interested
Stockholder; (ii) the sale, lease, exchange, pledge, transfer or other
disposition (A) by this corporation or any of its subsidiaries of all
or a Substantial Part of the corporation's Assets to an Interested
Stockholder, or (B) by an Interested Stockholder of any of its assets,
except in the ordinary course of business, to this corporation or any
of its subsidiaries; (iii) the issuance of stock or other securities of
this corporation or any of its subsidiaries to an Interested
Stockholder, other than on a pro rata basis to all holders of Voting
Stock of the same class held by the Interested Stockholder pursuant to
a stock spilt, stock dividend or distribution of warrants or rights;
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of this corporation proposed by or on behalf of an
Interested Stockholder; (v) any reclassification of securities,
recapitalization, merger or consolidation or other transaction which
has the effect, directly or indirectly, of increasing the proportionate
share of any Voting Stock beneficially owned by an Interested
Stockholder; or (vi) any agreement, contract or other arrangement
providing for any of the foregoing transactions.
(f) A "Substantial Part of the corporation's Assets" shall
mean assets of this corporation or any of its subsidiaries in an amount
equal to twenty percent or more of the fair market value, as determined
by the Disinterested Directors, of the total consolidated assets of
this corporation and its subsidiaries taken as a whole as of the end of
its most recent fiscal year ended prior to the time the determination
is made.
-4-
<PAGE> 5
(g) A "Change in Control" shall be deemed to occur (i) if any
Person is or becomes the "beneficial owner" (as defined in Rule 13d-3
of the 1934 Act), directly or indirectly, of securities of BRI
representing twenty percent or more of the stock of BRI entitled to
vote for Directors of BRI, (ii) upon the first purchase of BRI's common
stock pursuant to a tender or exchange offer (other than a tender or
exchange offer made by BRI), (iii) upon the approval by BRI's
stockholders of a merger or consolidation, a sale or disposition of all
or substantially all of BRI's assets or a plan of liquidation or
dissolution of BRI, or (iv) if, during any period of two consecutive
years, individuals who at the beginning of such period constitute the
BRI Board of Directors cease for any reason to constitute at least a
majority thereof, unless the election or nomination of the election by
BRI's stockholders of each new Director was approved by a vote of at
least two-thirds of the Directors then still in office who were
Directors at the beginning of the period.
12.2 Vote Required for Business Combinations.
The affirmative vote of not less than fifty-one percent of the Voting
Stock, excluding the Voting Stock of an Interested Stockholder who is a party to
the Business Combination, shall be required for the adoption or authorization of
a Business Combination, unless the Disinterested Directors determine that:
(a) The Interested Stockholder is the beneficial owner of not
less than eighty percent of the Voting Stock and has declared its
intention to vote in favor of or to approve such Business Combination;
or
(b) (i) The fair market value of the consideration per share
to be received or retained by the holders of each class or series of
stock of this corporation in a Business Combination is equal to or
greater than the consideration per share (including brokerage
commissions and soliciting dealer's fees) paid by such Interested
Stockholder in acquiring the largest number of shares of such class of
stock previously acquired in any one transaction or series of related
transactions, whether before or after the Interested Stockholder became
an Interested Stockholder and (ii) the Interested Stockholder shall not
have received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances, guarantees,
pledges or other financial assistance provided by this corporation,
whether in anticipation of or in connection with such Business
Combination or otherwise.
12.3 Information Requirements.
In the event any vote of holders of Voting Stock is required for the
adoption or approval of any Business Combination, a proxy or information
statement describing the
-5-
<PAGE> 6
Business Combination and complying with the requirements of the 1934 Act shall
be mailed at a date determined by the Disinterested Directors to all
stockholders of this corporation whether or not such statement is required under
the 1934 Act. The statement shall contain any recommendations as to the
advisability of the Business Combination which the Disinterested Directors, or
any of them, may choose to state and, if deemed advisable by the Disinterested
Directors, an opinion of an investment banking firm as to the fairness of the
terms of such Business Combination. Such firm shall be selected by the
Disinterested Directors and be paid a fee for its services by this corporation
as approved by the Disinterested Directors.
12.4 Amendment.
No amendment to this Restated Certificate of Incorporation shall amend,
alter, change or repeal any of the provisions of Article 11 or of this Article
12 unless such amendment shall receive the affirmative vote of not less than
fifty-one percent of the Voting Stock, excluding the Voting Stock of any
Interested Stockholder as defined in Section 12.1 of this Article 12.
-6-
<PAGE> 7
IN WITNESS WHEREOF, the undersigned has executed this document and
affirms, under penalties of perjury, that the statements herein are true and
that this instrument is the act and deed of El Paso Natural Gas Company as of
this 22nd day of January, 1992.
EL PASO NATURAL GAS COMPANY
/s/ William A. Wise
-----------------------------------------
William A. Wise
President and Chief
Executive Officer
Attest:
/s/ Eldon J. Mitrisin
- -----------------------------------------
Eldon J. Mitrisin
Assistant Secretary
STATE OF TEXAS )
) ss.
COUNTY OF HARRIS )
Be it remembered that on this 22nd day of January, 1992, personally
came before me, a Notary Public for the State of Texas, William A. Wise,
President and Chief Executive Officer of El Paso Natural Gas Company, known to
me to be such, and acknowledged the said Certificate to be the act and deed of
El Paso Natural Gas Company and that the facts stated therein are true.
Given under my hand and seal of office the day and year aforesaid.
/s/ Catherine M. Geisert
-----------------------------------------
Notary Public
[Seal]
-7-
<PAGE> 8
Certificate of Designation,
Preferences and Rights
Series A Junior Participating Preferred Stock
of
E1 Paso Natural Gas Company
(Pursuant to Section 151
of the General Corporation Law of the State of Delaware)
I, Britton White, Jr., Senior Vice President and General Counsel of E1
Paso Natural Gas Company (the "Company"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, in accordance with
the provisions of Section 103 thereof, DO HEREBY CERTIFY as follows:
That pursuant to the authority conferred upon the Board of Directors by
the Restated Certificate of Incorporation of the said Corporation, said Board of
Directors on July 7, 1992, adopted the following resolution creating a series of
1,000,000 shares of Preferred Stock designated as Series A Junior Participating
Preferred Stock:
RESOLVED that pursuant to the authority granted to and vested in the
Board of Directors of this Company in accordance with the provisions of the
Restated Certificate of Incorporation, the Board of Directors hereby creates a
series of Preferred Stock of the Company and hereby states the designation and
number of shares, and fixes the relative rights, preferences and limitations
thereof (in addition to the provisions set forth in the Restated Certificate of
Incorporation which are applicable to the Preferred Stock of all classes and
series) as follows:
Section 1. Designation and Amount. There shall be a series of
Preferred Stock, par value $.01 per share, of the Company which shall be
designated as "Series A Junior Participating Preferred Stock," par value $.01
per share, and the number of shares constituting such series shall be 1,000,000.
Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, that no decrease shall reduce the number of shares of
Series A Junior Participating Preferred Stock to a number less than that of the
shares then outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Company.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the Series
A Junior Participating Preferred Stock with respect to dividends, the holders of
shares of Series A Junior Participating Preferred Stock in preference to the
holders of shares of Common Stock, par value $3.00 per share (the
<PAGE> 9
"Common Stock"), of the Company and any other junior stock, shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
first day of January, April, July, and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $25,
or (b) subject to the provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Junior Participating Preferred Stock. In the event the Company
shall at any time after July 28, 1992 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount to
which holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(B) The Company shall declare a dividend or distribution on the Series
A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $25 per share on the
Series A Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such
-2-
<PAGE> 10
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
Junior Participating Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Junior Participating Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the stockholders of
the Company. In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Company.
(C)(i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall
mark the beginning of a period (herein called a "default period") which
shall extend until such time when all accrued and unpaid dividends for
all previous quarterly dividend periods and for the current quarterly
dividend period on all shares of Series A Junior Participating
Preferred Stock then outstanding shall have been declared and paid or
set apart for payment. During each default period, all holders of
Preferred Stock (including holders of the Series A Junior Participating
Preferred Stock) with dividends in arrears in an amount equal to six
(6) quarterly dividends thereon, voting as a class, irrespective of
series, shall have the right to elect two (2) Directors.
(ii) During any default period, such voting right of the holders of
Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of
this Section 3(C) or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders, provided that neither
such voting right nor the right of the holders of any other series of
Preferred Stock, if any, to increase, in certain cases, the authorized
number of Directors shall be exercised unless the holders of ten
percent (10%) in number of shares of Preferred Stock outstanding shall
be present in person or by proxy. The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting right.
-3-
<PAGE> 11
At any meeting at which the holders of Preferred Stock shall exercise
such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill
such vacancies, if any, in the Board of Directors as may then exist up
to two (2) Directors or, if such right is exercised at an annual
meeting, to elect two (2) Directors. If the number which may be so
elected at any special meeting does not amount to the required number,
the holders of the Preferred Stock shall have the right to make such
increase in the number of Directors as shall be necessary to permit the
election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in
any default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by vote
of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with
the Series A Junior Participating Preferred Stock.
(iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of
the total number of shares of Preferred Stock outstanding, irrespective
of series, may request, the calling of a special meeting of the holders
of Preferred Stock, which meeting shall thereupon be called by the
Chairman of the Board or the President and Chief Executive Officer of
the Company. Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled to vote pursuant to this
paragraph (C)(iii) shall be given to each holder of record of Preferred
Stock by mailing a copy of such notice to him at his last address as
the same appears on the books of the Company. Such meeting shall be
called for a time not earlier than 10 days and not later than 60 days
after such order or request or in default of the calling of such
meeting within 60 days after such order or request, such meeting may be
called on similar notice by any stockholder or stockholders owning in
the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding. Notwithstanding the provisions
of this paragraph (C)(iii), no such special meeting shall be called
during the period within 60 days immediately preceding the date fixed
for the next annual meeting of the stockholders.
(iv) In any default period, the holders of Common Stock, and other
classes of stock of the Company if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two (2)
Directors voting as a class, after the exercise of which right (x) the
Directors so elected by the holders of Preferred Stock shall continue
in office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y) any
vacancy in the Board of Directors may (except as provided in paragraph
(C)(ii) of this Section 3) be filled by vote of a majority of the
remaining Directors theretofore elected by the holders of the class of
stock which elected the Director whose office shall become vacant.
References in this paragraph (C) to Directors elected by the holders of
a particular class of stock shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.
-4-
<PAGE> 12
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of
Directors shall be such number as may be provided for in the Restated
Certificate of Incorporation or By-laws irrespective of any increase
made pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner
provided by law or in the Restated Certificate of Incorporation or
By-laws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be
filled by a majority of the remaining Directors.
(D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Company shall not:
(i) Declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating
Preferred Stock;
(ii) Declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock except dividends paid ratably on the
Series A Junior Participating Preferred Stock and all such parity stock
on which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) Redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock provided that the Company may at any time
redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any stock of the Company ranking junior
(either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Junior Participating Preferred Stock; or
-5-
<PAGE> 13
(iv) Purchase or otherwise acquire for consideration any shares of
Series A Junior Participating Preferred Stock or any shares of stock
ranking on a parity with the Series A Junior Participating Preferred
Stock except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of
such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Company in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.
Section 6. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received per share, the greater of 100 times $75 or
100 times the payment made per share of Common Stock, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series A Liquidation Preference"). Following
the payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.
-6-
<PAGE> 14
(B) In the event there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event
there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.
(C) In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. If the Company shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, then in any such event the shares of Series A
Junior Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event.
Section 8. Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.
Section 9. Ranking. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Company's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
Section 10. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.
-7-
<PAGE> 15
IN WITNESS WHEREOF, I have executed and subscribed this Certificate and
do affirm the foregoing as true under penalties of perjury this 7th day of July,
1992.
By: /s/ Britton White, Jr.
--------------------------------
Britton White, Jr.
Senior Vice President
and General Counsel
Attest:
/s/ Eldon J. Mitrisin
- ------------------------------------
Assistant Secretary
-8-
<PAGE> 16
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
EL PASO NATURAL GAS COMPANY
El Paso Natural Gas Company (the "Company"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Company,
resolutions were adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation, as amended, declaring such amendment to be
advisable and directing that the amendment be considered at a special meeting of
stockholders of this Company. The resolution setting forth the proposed
amendment is as follows:
NOW, THEREFORE, BE IT RESOLVED that this Board of Directors
hereby approves an amendment to the Restated Charter of this Company by
deleting in its entirety the first sentence of Article 4 thereof, and
by inserting in lieu thereof the provision set forth below so that, as
so amended, the first sentence of said Article 4 shall read in its
entirety as follows:
"The total number of authorized shares of all classes
of stock of this corporation shall consist of 275,000,000
shares of common stock having a par value of $3.00 per share
and 25,000,000 shares of preferred stock having a par value of
$0.01 per share."
SECOND: That thereafter, pursuant to the resolution of its Board of
Directors, a special meeting of stockholders of this Company was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware (the "DGCL"), at which meeting the holders of a
majority of the outstanding stock entitled to vote thereon, as required by the
DGCL and the Restated Certificate of Incorporation, as amended, voted in favor
of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
<PAGE> 17
IN WITNESS WHEREOF, said El Paso Natural Gas Company has caused this
Certificate to be signed by H. Brent Austin, its Executive Vice President and
Chief Financial Officer, and attested by David L. Siddall, its Corporate
Secretary, this 2nd day of March 1998.
EL PASO NATURAL GAS COMPANY
By: /s/ H. BRENT AUSTIN
-------------------------------
H. Brent Austin
Executive Vice President and
Chief Financial Officer
Attest:
/s/ DAVID L. SIDDALL
- --------------------------------
David L. Siddall
Corporate Secretary
-2-
<PAGE> 18
CERTIFICATE OF INCREASE
OF
AUTHORIZED NUMBER OF SHARES
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
EL PASO NATURAL GAS COMPANY
(Pursuant to Section 151 of the General Corporation Law of
the State of Delaware)
El Paso Natural Gas Company, a corporation organized and existing under
the General Corporation Law of the State of Delaware, (the "Corporation"),
DOES HEREBY CERTIFY:
That the Restated Certificate of Incorporation of the Corporation was
filed in the office of the Secretary of State of Delaware on January 23, 1992,
and a Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, was filed in said office of the Secretary of
State on July 7, 1992.
That the Board of Directors of the Corporation at a meeting held on
January 21, 1998, duly adopted a resolution authorizing and directing an
increase in the authorized number of shares of Series A Junior Participating
Preferred Stock of the Corporation, from 1,000,000 to 1,375,000 shares, all in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware.
<PAGE> 19
IN WITNESS WHEREOF, said El Paso Natural Gas Company has caused this
Certificate to be signed by H. Brent Austin, its Executive Vice President and
Chief Financial Officer, and attested by David L. Siddall, its Corporate
Secretary, this 29th day of April 1998.
EL PASO NATURAL GAS COMPANY
By: /s/ H. BRENT AUSTIN
--------------------------------
H. Brent Austin
Executive Vice President and
Chief Financial Officer
Attest:
/s/ DAVID L. SIDDALL
- ----------------------------------
David L. Siddall
Corporate Secretary
-2-
<PAGE> 1
EXHIBIT 10.C.1
AMENDMENT NO. 1 TO THE
OMNIBUS COMPENSATION PLAN
Pursuant to Sections 5.3 and 14.1 of the El Paso Natural Gas Company
Omnibus Compensation Plan, dated as of January 1, 1992 (the "Plan"), the Plan
is hereby amended as follows, effective April 1, 1998:
Sections 5.1 is amended to read as follows:
"5.1 Subject to Section 5.3, the maximum number of shares for which
options, limited stock appreciation rights, stock appreciation rights and
Restricted Stock may at any time be granted under the Plan is eight
million (8,000,000) shares of Common Stock, from shares held in the
Company's treasury or out of the authorized but unissued shares of the
Company, or partly out of each, as shall be determined by the Board of
Directors, subject to, and reduced by (on a post-split basis), the number
of shares of Common Stock awarded prior to the occurrence of a
two-for-one stock split effected by the Company in the form of a 100%
stock dividend on April 1, 1998. Upon (i) the expiration or termination
in whole or in part of unexercised options or the surrender of an option,
or portion thereof, upon exercise of a related limited stock appreciation
right or stock appreciation right for cash, and (ii) to the extent
permissible under Rule 16b-3 promulgated under Section 16(b) of the
Exchange Act, the forfeiture of Restricted Stock, shares of Common Stock
which were subject thereto shall again be available for grants of
options, limited stock appreciation rights, stock appreciation rights and
Restricted Stock under the Plan. Any options, limited stock appreciation
rights, stock appreciation rights and shares of Restricted Stock
outstanding under the Plan on April 1, 1998, shall be adjusted on a
two-for-one basis to reflect the stock dividend."
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 14 day of April , 1998.
EL PASO NATURAL GAS COMPANY
By: /s/ JOEL RICHARDS III
------------------------------
Joel Richards III
Executive Vice President
Attest:
/s/ David L. Siddall
- ----------------------------
David L. Siddall
Corporate Secretary
<PAGE> 1
EXHIBIT 10.D.1
AMENDMENT NO. 3 TO THE
1995 INCENTIVE COMPENSATION PLAN
Pursuant to Sections 3.2 and 9.12 of the El Paso Natural Gas Company
1995 Incentive Compensation Plan, Effective as of January 13, 1995 (the "Plan"),
the Plan is hereby amended as follows, effective April 1, 1998:
Section 3.1 is amended to read as follows:
"3.1 MAXIMUM NUMBER OF SHARES
Subject to Section 3.2, the maximum number of shares of common
stock of the Company, $3 par value per share, (the "Common Stock")
which may at any time be awarded under the Plan is two million five
hundred thousand (2,500,000) shares of Common Stock, from shares held
in the Company's treasury or out of authorized but unissued shares of
the Company, or partly out of each, as shall be determined by the
Management Committee, subject to, and reduced by (on a post-split
basis), the number of shares of Common Stock awarded prior to the
occurrence of a two-for-one stock split effected by the Company in the
form of a 100% stock dividend on April 1, 1998. "Restricted Stock" is
any share of Common Stock which is subject to the requirements of
Section 8 and such other restrictions as the Plan Administrator may
deem appropriate. Any shares of Restricted Stock outstanding under the
Plan on April 1, 1998, shall be adjusted on a two-for-one basis to
reflect the stock dividend."
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 1st day of April, 1998.
EL PASO NATURAL GAS COMPANY
By: /s/ JOEL RICHARDS III
-------------------------------------
Joel Richards III
Executive Vice President
Member of the Management
Committee
Attest:
/s/ David L. Siddall
- ----------------------------
David L. Siddall
Corporate Secretary
<PAGE> 1
EXHIBIT 10.E.1
AMENDMENT NO. 1 TO THE
1995 COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
Pursuant to Sections 4.2 and 8.7 of the El Paso Energy Corporation 1995
Compensation Plan for Non-Employee Directors, Amended and Restated Effective as
of January 1, 1998 (the "Plan"), the Plan is hereby amended as follows,
effective April 1, 1998:
Section 4.1 is amended to read as follows:
"4.1 MAXIMUM NUMBER OF SHARES
Subject to Section 4.2, the maximum number of shares of Common
Stock which may at any time be awarded under the Plan is three hundred
thousand (300,000) shares of Common Stock. Awards may be from shares
held in the Company's treasury or issued out of authorized but unissued
shares of the Company, or partly out of each, as shall be determined by
the Management Committee, subject to, and reduced by (on a post-split
basis), the number of shares of Common Stock awarded prior to the
occurrence of a two-for-one stock split effected by the Company in the
form of a 100% stock dividend on April 1, 1998."
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 1st day of April, 1998.
EL PASO ENERGY CORPORATION
By: /s/ JOEL RICHARDS III
------------------------------------
Joel Richards III
Executive Vice President
Member of the Management
Committee
Attest:
/s/ David L. Siddall
- ----------------------------
David L. Siddall
Corporate Secretary
<PAGE> 1
EXHIBIT 10.F.1
AMENDMENT NO. 1 TO THE
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
Pursuant to Sections 2.2 and 9.1 of the El Paso Energy Corporation
Stock Option Plan for Non-Employee Directors, Amended and Restated Effective as
of January 1, 1998 (the "Plan"), the Plan is hereby amended as follows,
effective April 1, 1998:
Section 2.1 is amended to read as follows:
"2.1 Subject to Section 2.2, the maximum number of shares of common
stock of the Company, $3 par value per share, (the "Common Stock") for
which options may be granted under the Plan is two hundred thousand
(200,000) (the "Shares"). The Shares shall be shares held in the
Company's treasury or out of authorized but unissued shares of the
Company, or partly out of each, as shall be determined by the Plan
Administrator, subject to, and reduced by (on a post-split basis), the
number of shares of Common Stock awarded prior to the occurrence of a
two-for-one stock split effected by the Company in the form of a 100%
stock dividend on April 1, 1998."
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 1st day of April, 1998.
EL PASO ENERGY CORPORATION
By: /s/ JOEL RICHARDS III
---------------------------------------
Joel Richards III
Executive Vice President
Plan Administrator
Attest:
/s/ David L. Siddall
- ----------------------------
David L. Siddall
Corporate Secretary
<PAGE> 1
EXHIBIT 10.G.1
AMENDMENT NO. 2 TO THE
1995 OMNIBUS COMPENSATION PLAN
Pursuant to Sections 5.5 and 15.1 of the El Paso Natural Gas Company
1995 Omnibus Compensation Plan (the "Plan"), the Plan is hereby amended as
follows, effective April 1, 1998:
The following subsections of Section 5 are amended to read as follows:
"5.1 Subject to Section 5.5, the maximum number of shares that may be
issued upon settlement of Performance Units and for which options,
limited stock appreciation rights, stock appreciation rights and
Restricted Stock may at any time be granted under the Plan is six
million (6,000,000) shares of Common Stock, from shares held in the
Company's treasury or out of authorized but unissued shares of the
Company, or partly out of each, as shall be determined by the Board of
Directors, subject to, and reduced by (on a post-split basis), the
number of shares of Common Stock awarded prior to the occurrence of a
two-for-one stock split effected by the Company in the form of a 100%
stock dividend on April 1, 1998. Any options, limited stock
appreciation rights, stock appreciation rights and shares of Restricted
Stock outstanding under the Plan on April 1, 1998, shall be adjusted on
a two-for-one basis to reflect the stock dividend.
5.2 Notwithstanding the foregoing, and subject to Section 5.5, the
number of shares for which Restricted Stock may be granted pursuant to
Section 10 of the Plan may not exceed one million (1,000,000) shares of
Common Stock, unless the granting or vesting of such Restricted Stock
is in compliance with the performance-based requirements of Section
162(m) (the "Performance Restricted Stock"), subject to, and reduced by
(on a post-split basis), the number of shares of Common Stock awarded
prior to the occurrence of a two-for-one stock split effected by the
Company in the form of a 100% stock dividend on April 1, 1998. Any
shares of Restricted Stock outstanding under the Plan on April 1, 1998,
shall be adjusted on a two-for-one basis to reflect the stock dividend.
The grant of Performance Restricted Stock is not limited by this
Section 5.2.
5.4 The maximum number of shares, as calculated in accordance with the
provisions of Section 5.1, with respect to which awards under this Plan
may be granted to any eligible employee in any one year shall not
exceed: (a) one million (1,000,000) in the case of options (and related
limited stock appreciation rights or stock appreciation rights) or
issued upon settlement of Performance Units; and (b) one million
(1,000,000) in the case of shares of Restricted Stock (whether or not
such Restricted Stock is Performance Restricted Stock). With respect to
Performance Units, the maximum Units granted to any eligible employee
shall not exceed seventy-five thousand (75,000) Performance Units in
any Performance Cycle. Each of the foregoing maximums shall be referred
to collectively as the "Maximum Annual Employee Grant.""
In all other respects, Section 5 remains unchanged.
<PAGE> 2
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 1st day of April, 1998.
EL PASO NATURAL GAS COMPANY
By: /s/ JOEL RICHARDS III
----------------------------------
Joel Richards III
Executive Vice President
Attest:
/s/ David L. Siddall
- ----------------------------
David L. Siddall
Corporate Secretary
<PAGE> 1
EXHIBIT 10.R
PROMISSORY NOTE
$1,564,000.00 HOUSTON, HARRIS COUNTY, TEXAS MAY 30, 1997
FOR VALUE RECEIVED, the undersigned, WILLIAM A. WISE and MARIE F.
WISE (collectively, "Maker") having a mailing address of 2121 Kirby Drive, No.
29N, Houston, Texas 77019, promises to pay to the order of EL PASO ENERGY
CORPORATION, a Delaware corporation ("Payee"), at its address, 1001 Louisiana,
Houston, Texas 77002, or at such other place as Payee or the holder of this
Note may direct, the principal sum of ONE MILLION FIVE HUNDRED SIXTY-FOUR
THOUSAND AND NO/100 DOLLARS ($1,564,000.00), together with interest on said
principal, or so much thereof as may be from time to time advanced and
outstanding, at the rate of 6.8% per annum.
Principal and interest on this Note shall be payable as follows:
Interest shall accrue monthly on this Note, but shall not be due
and payable until maturity, which shall be the earlier of (i) May
30, 2006 or (ii) the retirement of William A. Wise from Payee,
when all outstanding principal and accrued interest thereon shall
be due and payable in full.
Interest charges will be calculated on amounts advanced hereunder
on the actual number of days said amounts are outstanding on the basis of a
365/366 day year, as the case may be. It is the intention of Maker and Payee
to conform strictly to all applicable usury laws. It is therefore agreed that
(i) in the event that the maturity hereof is accelerated by reason of an
election by Payee, or if same is prepaid prior to maturity, all unearned
interest shall be cancelled automatically or, if theretofore paid, shall either
be refunded to Maker or credited on the unpaid principal amount of this Note,
whichever remedy is chosen by Payee, (ii) the aggregate of all interest and
other charges constituting interest under applicable law and contracted for,
chargeable or receivable under this Note or otherwise in connection with the
transaction for which this Note is given shall never exceed the maximum amount
of interest, nor produce a rate in excess of the maximum rate of interest (the
"Highest Non-Usurious Rate") that Payee may charge Maker under applicable law
and in regard to which Maker may not successfully assert the claim or defense
of usury, and (iii) if any excess interest is provided for, it shall be deemed
a mistake and the same shall either be refunded to Maker or credited on the
unpaid principal amount hereof and this Note shall be automatically deemed
reformed so as to permit only the collection of the maximum legal non-usurious
rate and amount of interest. All sums paid or agreed to be paid to the holder
of this Note for the use, forbearance or detention of the indebtedness
evidenced hereby to the full extent allowed by applicable law, shall be
amortized, prorated, allocated and spread through the full term of this Note.
MFW WAW
--- ---
Maker's Initials
1 of 3
<PAGE> 2
In the event of default in the payment of any installment of
principal or interest when due hereunder, or upon the occurrence of any event
of default under any document or instrument executed in connection with or as
security for this Note, or upon failure in performance of any covenant,
agreement, or obligation to be performed under any documents executed in
connection with or as security for this Note, Payee may declare the entirety of
this Note, principal and interest, immediately due and payable without any
notice, and failure to exercise said option shall not constitute a waiver on
the part of Payee of the right to exercise the same at any other time.
No security taken for the payment of this Note shall affect the
liability of any person liable for payment of this Note. Payee may require
payment by Maker and any surety, endorser, or guarantor hereof without first
resorting to any security for this Note, and no judgment taken against any such
party shall terminate any lien, security interest or other interest of Payee in
said security.
Maker consents to the release or discharge of any party liable
hereon (including any of the undersigned) and to the release or impairment of
any collateral for this Note by Payee.
All past due principal and interest on this Note shall bear
interest from maturity of such principal or interest (in whatever manner same
may be brought about) until paid at the Highest Non-Usurious Rate. To the
extent the Highest Non-Usurious Rate is determined by reference to the laws of
the State of Texas, same shall be determined by reference to the indicated
(weekly) rate ceiling (as defined and described in Texas Revised Civil
Statutes, Article 5069-1.04, as amended) at the applicable time in effect. In
the event default is made in the payment of this Note in whatever manner its
maturity may be brought about, and it is placed in the hands of an attorney for
collection, or is collected through probate, bankruptcy or other proceedings,
Maker promises to pay all costs and reasonable attorneys' fees incurred by
Payee as a result thereof.
Maker and every surety, endorser and guarantor of this Note waive
grace, notice, demand, presentment for payment, notice of non-payment, protest,
notice of protest, notice of intention to accelerate, notice of acceleration of
the indebtedness due hereunder and all other notice, filing of suit and
diligence in collecting this Note, and the enforcing of any of the security
rights of Payee, and consent and agree that the time of payment hereof may be
extended without notice at any time and from time to time, and for periods of
time whether or not for a term or terms in excess of the original term hereof,
without notice or consideration to, or consent from, any of them.
This Note may be prepaid, in whole or in part, at any time
without penalty.
Provided that Maker is then current in its payment obligations
under this Note, any prepayment sums received by Payee or other holder hereof
shall be applied to the payments of principal in inverse order.
MFW WAW
--- ---
Maker's Initials
2 of 3
<PAGE> 3
This Note is secured by that certain deed of trust instrument of
even date herewith executed by Maker to Britton White, Jr., Trustee for the
benefit of Payee covering, among other things, the real property described as
No. 29N of The Huntingdon, 2121 Kirby Drive, Houston, Texas 77019 as more fully
described on Exhibit A attached hereto.
Time is of the essence with respect to all time periods set forth in this
Note.
This Note is made and delivered in the State of Texas, with reference to
the laws of said state and it is understood and agreed that the legality,
enforceability and construction hereof shall be governed by the laws of the
State of Texas and the United States of America.
The terms and provisions hereof shall be binding upon and
inure to the benefit of Maker and Payee and their respective successors and
assigns.
EXECUTED EFFECTIVE the day and year first written above.
"Maker":
/s/ William A. Wise
-----------------------
WILLIAM A. WISE
/s/ Marie F. Wise
-----------------------
MARIE F. WISE
MFW WAW
--- ---
Maker's Initials
3 of 3
<PAGE> 4
EXHIBIT A
PROPERTY DESCRIPTION
The following described apartment unit and an undivided interest in the Common
Elements, located in and being part of THE HUNTINGDON, a Condominium regime in
Harris County, Texas, according to the Declaration and the Survey Plats,
Exhibits and By-Laws attached thereto, recorded in Volume 132, Page 90, amended
by Volume 137, Page 87 of the Condominium Records, Volume 144, Page 61, Volume
153, Page 1, Volume 154, Page 133, Volume 155, Page 40, Volume 155, Page 79,
Volume 155, Page 88, Volume 155, Page 133, Volume 155, Page 136, Volume 156,
Page 31, Volume 156, Page 72, Volume 156, Page 113, Volume 157, Page 17, Volume
159, Page 106, Volume 159, Page 113, Volume 159, Page 116, refiled and amended
under Film Code Nos. 160050, Page 160132, 160140, 164010 and 164129, all of the
Condominium Records of Harris County, Texas, to-wit:
(a) Unit 29N on the 29th Level.
(b) An undivided .01753 percent interest in and to the General
Common Elements of said Condominium Project.
<PAGE> 5
PROMISSORY NOTE AMENDMENT
WHEREAS, WILLIAM A. WISE and MARIE F. WISE (collectively, "Maker")
executed that certain promissory note (the "Note") dated May 30, 1997 in the
original principal amount of $1,564,000.00 made payable to El Paso Energy
Corporation, a Delaware corporation ("Payee"), which Note is secured by that
certain Deed of Trust of even date with the Note executed by Maker to Britton
White, Jr., Trustee for the benefit of Payee covering among other things, the
real property described as No. 29N of the Huntingdon, 2121 Kirby Drive,
Houston, Texas 77019 as more fully described in said Deed of Trust;
WHEREAS, Maker and Payee have agreed to amend the Note to more
correctly evidence their agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned parties hereby agree as follows:
1. The Note is hereby amended such that in the event that Maker
shall become entitled to receive a Severance Benefit pursuant to the terms of
the El Paso Natural Gas Company Key Executive Severance Protection Plan (the
"Plan"), then effective therewith the entire unpaid principal balance of the
Note, together with all interest accrued thereon, automatically and without
further action by either party shall be forgiven by Payee and shall be deemed
discharged and extinguished in full. Further, Payee hereby agrees and
acknowledges that such discharge and extinguishment shall constitute a "payment
or distribution" by Payee to or for the benefit of Maker for purposes of
Section 6.1 of the Plan.
2. In all other respects, the Note is hereby reaffirmed and
ratified and in the event of any conflict between the terms of said Note and
this Amendment, this Amendment shall control.
EXECUTED this 20th day of November, 1997.
EL PASO ENERGY CORPORATION,
a Delaware corporation
By: /s/ BRITTON WHITE, JR.
Name: Britton White, Jr.
Title: Executive Vice President and
General Counsel
<PAGE> 6
"Payee"
/s/ WILLIAM A. WISE
------------------------
WILLIAM A. WISE
/s/ MARIE F. WISE
------------------------
MARIE F. WISE
"Maker"
<PAGE> 1
EXHIBIT 10.S.1
AMENDMENT NO. 1 TO THE
STRATEGIC STOCK PLAN
Pursuant to Sections 5.2 and 14.1 of the El Paso Energy Corporation
Strategic Stock Plan (the "Plan"), the Plan is hereby amended as follows,
effective April 1, 1998:
Section 5.1 is amended to read as follows:
"5.1 Subject to Section 5.2, the maximum number of shares that
may be issued for which options, limited stock appreciation rights,
stock appreciation rights and Restricted Stock may at any time be
granted under the Plan is two million (2,000,000) shares of Common
Stock, from shares held in the Company's treasury or out of authorized
but unissued shares of the Company, or partly out of each, as shall be
determined by the Plan Administrator, subject to, and reduced by (on a
post-split basis), the number of shares of Common Stock awarded prior
to the occurrence of a two-for-one stock split effected by the Company
in the form of a 100% stock dividend on April 1, 1998. Any options,
limited stock appreciation rights, stock appreciation rights and shares
of Restricted Stock outstanding under the Plan on April 1, 1998, shall
be adjusted on a two-for-one basis to reflect the stock dividend."
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 1st day of April, 1998.
EL PASO ENERGY CORPORATION
By: /s/ JOEL RICHARDS III
-----------------------------------
Attest: Joel Richards III
Executive Vice President
Plan Administrator
/s/ David L. Siddall
- ----------------------------
David L. Siddall
Corporate Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED CONSOLIDATED
STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 73
<SECURITIES> 0
<RECEIVABLES> 895
<ALLOWANCES> 0<F1>
<INVENTORY> 52
<CURRENT-ASSETS> 1,462
<PP&E> 7,067
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 9,591
<CURRENT-LIABILITIES> 2,170
<BONDS> 2,115
325
0
<COMMON> 371
<OTHER-SE> 1,646
<TOTAL-LIABILITY-AND-EQUITY> 9,591
<SALES> 0
<TOTAL-REVENUES> 1,619
<CGS> 0
<TOTAL-COSTS> 1,478
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 64
<INCOME-PRETAX> 99
<INCOME-TAX> 35
<INCOME-CONTINUING> 58
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 58
<EPS-PRIMARY> 0.50
<EPS-DILUTED> 0.48
<FN>
<F1>Not separately identified in the consolidated financial statements or
accompanying notes thereto.
</FN>
</TABLE>
