<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
EL PASO NATURAL GAS COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
LOGO
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
El Paso Natural Gas Company, doing business as El Paso Energy Corporation (the
"Company"), which will be held on Monday, March 2, 1998, at 10:00 a.m. (central
standard time), at The Adolphus Hotel, 1321 Commerce Street, Dallas, Texas. The
accompanying Notice of Special Meeting of Stockholders and Proxy Statement
describe the business to be transacted at the Special Meeting.
Whether or not you plan to attend the Special Meeting, please complete,
date, sign and return the enclosed proxy card in the accompanying envelope as
promptly as possible to ensure that your shares are represented and voted in
accordance with your wishes. You can help the Company avoid the necessity and
expense of sending follow-up letters to ensure a quorum is represented by
promptly returning the enclosed proxy card in the accompanying envelope.
Sincerely,
/s/ WILLIAM A. WISE
WILLIAM A. WISE
Chairman of the Board
and Chief Executive Officer
Houston, Texas
February 6, 1998
<PAGE> 3
EL PASO NATURAL GAS COMPANY
1001 LOUISIANA
HOUSTON, TEXAS 77002
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
MARCH 2, 1998
A Special Meeting of Stockholders of El Paso Natural Gas Company, doing
business as El Paso Energy Corporation (the "Company"), will be held on Monday,
March 2, 1998, at 10:00 a.m. (central standard time), at The Adolphus Hotel,
1321 Commerce Street, Dallas, Texas, for the following purposes:
1. To amend the Company'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; and
2. To transact any other business which may be properly brought before the
Special Meeting.
Only stockholders of record at the close of business on February 2, 1998
are entitled to notice of, and to vote at, the Special Meeting and any
adjournment or postponement thereof. Whether or not you plan to attend the
Special Meeting, please complete, date, sign and return the enclosed proxy card
in the accompanying envelope as promptly as possible to ensure that your shares
are represented and voted in accordance with your wishes.
By Order of the Board of Directors
/s/ DAVID L. SIDDALL
DAVID L. SIDDALL
Corporate Secretary
Houston, Texas
February 6, 1998
<PAGE> 4
EL PASO NATURAL GAS COMPANY
1001 LOUISIANA
HOUSTON, TEXAS 77002
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS -- MARCH 2, 1998
This Proxy Statement with the accompanying Notice of Special Meeting of
Stockholders and proxy card are being mailed to stockholders beginning on or
about February 6, 1998. The proxy is solicited by the Board of Directors of El
Paso Natural Gas Company, doing business as El Paso Energy Corporation (the
"Company"), for use at the Special Meeting of Stockholders (the "Special
Meeting") on Monday, March 2, 1998. Shares of the Company's common stock, par
value $3.00 per share (the "Common Stock"), represented by a properly executed
proxy in the accompanying form, will be voted at the Special Meeting. The proxy
may be revoked at any time before its exercise by sending written notice of
revocation to Mr. David L. Siddall, Corporate Secretary, El Paso Natural Gas
Company, 1001 Louisiana, Houston, Texas 77002, by signing and delivering a
subsequently dated proxy or by attending the Special Meeting in person and
giving notice of revocation to the Inspector of Election.
February 2, 1998, was the record date for the determination of stockholders
entitled to notice of, and to vote at, the Special Meeting. On that date there
were outstanding and entitled to vote [ ] shares of Common Stock, which
is the Company's only outstanding class of voting securities. For a period of at
least ten days prior to the Special Meeting, a complete list of stockholders
entitled to vote at the Special Meeting will be available for examination by any
stockholder during ordinary business hours at The Adolphus Hotel, 1321 Commerce
Street, Dallas, Texas.
Each stockholder is entitled to one vote on each proposal for each share of
Common Stock held as of the record date. One Inspector of Election, from The
First National Bank of Boston and appointed by the Board of Directors, shall
have authority to receive, inspect, electronically tally and determine the
validity of the proxies which are received. In accordance with the Company's
By-laws, in determining the number of votes cast for or against a proposal, an
abstention by a stockholder will be a vote of abstention with respect to the
proposal voted upon and will not be treated as a vote "for" or "against" the
proposal; however, an abstention and a broker non-vote will be included when
determining whether a quorum is present. The Company's By-laws also provide that
a non-vote by a broker will be treated as if the broker never voted, but a
non-vote by a stockholder will be tallied as a vote "for" the management
proposal.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of January 10, 1998,
regarding the beneficial ownership of the Company's Common Stock by (i) each
Director of the Company, (ii) each of the Company's named executives (as
hereinafter defined), and (iii) all Directors and executive officers of the
Company as a group. No family relationship exists between any of the Directors
and executive officers of the Company.
<TABLE>
<CAPTION>
TITLE OF BENEFICIAL OWNERSHIP STOCK PERCENT
CLASS NAME (EXCLUDING OPTIONS)(1) OPTIONS(3) TOTAL OF CLASS
-------- ---- ---------------------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Common Stock Byron Allumbaugh.............. 10,602 8,000 18,602 *
Director
Common Stock Juan Carlos Braniff........... 204 3,000 3,204 *
Director
Common Stock Peter T. Flawn, Ph.D.......... 2,176 4,000 6,176 *
Director
Common Stock James F. Gibbons, Ph.D........ 5,939 7,000 12,939 *
Director
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
TITLE OF (EXCLUDING STOCK PERCENT
CLASS NAME OPTIONS)(1) OPTIONS(3) TOTAL OF CLASS
- ----------------- ------------------------------------ --------------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Common Stock Ben F. Love......................... 19,704 1,000 20,704 *
Director
Common Stock Kenneth L. Smalley.................. 9,704 6,000 15,704 *
Director
Common Stock Malcolm Wallop...................... 3,403 6,000 9,403 *
Director
Common Stock William A. Wise..................... 568,575(2) 586,592 1,155,167 1.89%
Chairman, President & CEO
El Paso Energy Corporation
Common Stock H. Brent Austin..................... 84,154 101,505 185,659 *
Executive Vice President and
Chief Financial Officer
El Paso Energy Corporation
Common Stock John W. Somerhalder II.............. 76,802 97,733 174,535 *
President
Tennessee Gas Pipeline
Company
Common Stock Britton White, Jr................... 86,327 86,400 172,727 *
Executive Vice President &
General Counsel
El Paso Energy Corporation
Common Stock Joel Richards III................... 84,131 86,400 170,531 *
Executive Vice President
El Paso Energy Corporation
Common Stock Directors and executive officers as
a group (17 persons total, including
those individuals listed above)..... 1,449,051 1,293,389 2,742,440 4.44%
</TABLE>
- ---------------
* Less than 1%.
(1) Directors and executive officers have sole voting and investment power of
the shares of Common Stock reflected in the table above, except that each of
Messrs. Allumbaugh, Gibbons, Wise, Austin and White shares with one or more
other individuals voting and investment power with respect to 2,238, 4,000,
5,400, 159 and 1,000 shares of Common Stock, respectively. Some shares of
Common Stock reflected in this column for certain individuals are subject to
restrictions.
(2) Mr. Wise's beneficial ownership excludes 200 shares of Common Stock owned by
his children under the Uniform Gifts to Minors Act, of which Mr. Wise
disclaims beneficial ownership.
(3) The Directors and executive officers have the right to acquire the shares of
Common Stock reflected in this column within 60 days through the exercise of
stock options and/or tandem stock appreciation rights ("SARs").
PROPOSAL
PROPOSAL NO. 1 -- AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK TO 275,000,000.
At a meeting held on January 21, 1998, the Board of Directors voted
unanimously to recommend to the stockholders that the number of authorized
shares of the Common Stock of the Company be increased from 100,000,000 shares
having a par value of $3.00 per share to 275,000,000 shares having a par value
of $3.00 per share. The change will not affect the number of shares or par value
of the Company's preferred stock, which will continue to be comprised of
25,000,000 shares having a par value of $0.01 per share. The proposed increase
in the number of authorized shares of Common Stock would be accomplished by
replacing the first sentence of Article 4 of the Restated Certificate of
Incorporation, as amended, to read as follows:
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<PAGE> 6
"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."
At the same January meeting, the Board of Directors voted, subject to
approval by the stockholders of the proposed amendment to the Restated
Certificate of Incorporation, to split the outstanding shares of Common Stock
two-for-one, such stock split to be effected by means of a dividend distribution
of one new share as a dividend with respect to each existing share of Common
Stock outstanding on March 13, 1998, the proposed record date for the split. In
addition, one additional share of Common Stock would be reserved for issuance
for each share so reserved as of the effective date of such distribution.
The Board of Directors believes that the proposed split of the Common Stock
is in the best interests of the Company and its stockholders by providing a
broader market for the Common Stock. The increase in the number of authorized
shares of Common Stock, if approved by the stockholders, will indicate the
stockholders approval of the two-for-one split. In the event the proposal is not
approved, the Board of Directors nevertheless reserves the right to declare a
stock split, subject to the current authorized capital.
As of January 10, 1998, the Company had 60,534,068 shares of Common Stock
outstanding and an additional 8,581,854 shares reserved for issuance pursuant to
the terms of various stock-based employee benefit plans. In addition to the
stock split, the Board of Directors believes that the increase in the number of
authorized shares of Common Stock will provide the Company with additional
shares for possible equity financings, opportunities for expanding the Company's
business through investments and acquisitions, stock splits or stock dividends,
executive and employee stock plans and for other purposes. If the proposed
amendment to the Restated Certificate of Incorporation is approved, the number
of shares available for future issuance will be 136,768,156.
Shares of Common Stock issued pursuant to the stock split will have the
same rights as the shares of Common Stock currently outstanding, and such split
will not have a dilutive effect because each stockholder will effectively
maintain the same percentage ownership interest in the Company. The Company's
management has no present plans or understandings for the issuance of additional
authorized shares contemplated by this proposal, except as otherwise described
in this Proxy Statement.
Each share of Common Stock has an associated right (a "Right") to purchase
from the Company one one-hundredth (1/100th) of a share of a series of the
Company's preferred stock, designated as Series A Junior Participating Preferred
Stock, $.01 par value, under certain circumstances. When the Common Stock is
split, each share of Common Stock will have with it one-half of an associated
Right (which has the same economic equivalent as the current Right). It is
possible that the existence of the Rights may have the effect of delaying,
deterring or preventing a takeover of the Company.
The Company's Restated Certificate of Incorporation states that holders of
Common Stock have no preemptive rights and no right to cumulate votes for the
election of Directors.
Upon the effectiveness of the stock split, appropriate adjustments will be
made to stock options, restricted stock, deferred share equivalents and other
stock-based instruments awarded or acquired and to be awarded or acquired under
certain of the Company's compensation and benefit programs.
The shares of Common Stock to be issued by way of stock dividend in
connection with the split will be listed for trading on the New York Stock
Exchange under the symbol "EPG." The Company anticipates that the certificates
for the new shares of Common Stock will be mailed to stockholders on April 1,
1998. EACH CERTIFICATE OUTSTANDING IMMEDIATELY PRIOR TO THE SPLIT WILL CONTINUE
TO REPRESENT THE NUMBER OF SHARES SHOWN ON THE CERTIFICATE AND SHOULD BE
RETAINED BY THE STOCKHOLDER.
The Company is of the opinion that the stock split will not result in
taxable income to the stockholders under the present provisions of the Internal
Revenue Code of 1986, as amended. The new shares will each
3
<PAGE> 7
have a basis for computing gain or loss equal to one-half of the cost or other
basis of the old shares and the holding period of the new shares will be the
same as the holding period for the old shares.
Although the Board of Directors presently intends to employ the additional
shares of Common Stock solely for the purposes set forth above, such shares
could be used by the Board of Directors to dilute the stock ownership of persons
seeking to obtain control of the Company, thereby possibly discouraging or
deterring a non-negotiated attempt to obtain control of the Company and making
removal of incumbent management more difficult. The proposal, however, is not a
result of, nor does the Board of Directors have knowledge of, any effort to
accumulate capital stock of the Company or to obtain control of the Company by
means of a merger, tender offer, solicitation in opposition to the Board of
Directors or otherwise.
AN AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK REPRESENTED
AT THE SPECIAL MEETING IN PERSON OR BY PROXY AND ENTITLED TO VOTE ON THE
PROPOSAL WILL CONSTITUTE APPROVAL.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE APPROVAL
OF THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION.
COST OF SOLICITATION
The cost of preparing, printing and mailing this Proxy Statement and the
accompanying proxy card, and the cost of solicitation of proxies on behalf of
the Company's Board of Directors will be borne by the Company. The Company has
retained Georgeson & Company Inc. to assist in the solicitation of proxies from
stockholders at an estimated fee of $10,000, plus reimbursement of out-of-pocket
expenses. In addition to the use of the mail, proxies may be solicited
personally or by telephone by regular employees of the Company without
additional compensation, as well as by Georgeson & Company Inc. Brokerage houses
and other custodians and nominees will be asked whether other persons are
beneficial owners of the shares of Common Stock which they hold of record and,
if so, they will be supplied with additional copies of the proxy materials for
distribution to such beneficial owners. The Company will reimburse banks,
nominees, fiduciaries, brokers and other custodians for their costs of sending
the proxy materials to the beneficial owners of Common Stock.
OTHER MATTERS
The Board of Directors knows of no other matters which will be brought
before the Special Meeting. If, however, any other matters should come before
the Special Meeting all proxies which have been signed and returned without
further instruction will give the persons designated thereon discretionary
authority to vote according to their best judgment.
4
<PAGE> 8
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals submitted for inclusion in the Proxy Statement to be
issued in connection with the Company's 1999 Annual Meeting of Stockholders must
be mailed to the Corporate Secretary, El Paso Natural Gas Company, 1001
Louisiana, Houston, Texas 77002, and must be received by the Corporate Secretary
on or before November 30, 1998. The Company will consider only proposals meeting
the requirements of applicable SEC rules.
By Order of the Board of
Directors
/s/ DAVID L. SIDDALL
DAVID L. SIDDALL
Corporate Secretary
Houston, Texas
February 6, 1998
5
<PAGE> 9
CONFIDENTIAL VOTING INSTRUCTIONS
EL PASO NATURAL GAS COMPANY,
doing business as EL PASO ENERGY CORPORATION
SPECIAL MEETING OF STOCKHOLDERS - March 2, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: BANKERS TRUST COMPANY, TRUSTEE UNDER EL PASO
NATURAL GAS COMPANY BENEFITS PROTECTION TRUST
The undersigned hereby directs the Trustee to vote, in person or by proxy, the
full and fractional shares of common stock, par value $3.00 per share ("Common
Stock") of El Paso Natural Gas Company, doing business as El Paso Energy
Corporation ("El Paso") credited to my account under the referenced Plan at the
close of business on February 2, 1998, the record date, at the Special Meeting
of Stockholders to be held at The Adolphus Hotel, 1321 Commerce Street, Dallas,
Texas on March 2, 1998, and at any adjournment(s) or postponement(s) of such
meeting for the purpose identified on the reverse side of this proxy and with
discretionary authority as to any other matters that may properly come before
the Special Meeting, in accordance with and as described in the Notice of
Special Meeting of Stockholders and Proxy Statement. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. If this proxy is completed, dated, signed and returned in the
accompanying envelope to the Trustee by February 25, 1998, the shares of stock
represented by this proxy will be voted in the manner directed herein by the
undersigned. If this proxy is returned to the Trustee without direction being
given, this proxy will be voted FOR Proposal 1.
<PAGE> 10
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1. PLEASE MARK YOUR CHOICE LIKE THIS [ ]
IN DARK INK AND SIGN AND DATE BELOW
1. Amendment to the Company's Restated Certificate of Incorporation, For Against Abstain
as amended, to increase the number of authorized shares of Common [ ] [ ] [ ]
Stock to 275,000,000.
If acting as attorney, executor, trustee or in other
representative capacity, sign name and title. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
IMPORTANT: Please mark, sign, date, and return this proxy
card promptly using the enclosed envelope.
Shares held as of December 31, 1997: ___________ ________________________________________ ________________
SIGNATURE DATE
</TABLE>
<PAGE> 11
CONFIDENTIAL VOTING INSTRUCTIONS
EL PASO NATURAL GAS COMPANY,
doing business as EL PASO ENERGY CORPORATION
SPECIAL MEETING OF STOCKHOLDERS - March 2, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: BANKERS TRUST COMPANY, TRUSTEE UNDER EL PASO
ENERGY CORPORATION RETIREMENT SAVINGS PLAN
The undersigned hereby directs the Trustee to vote, in person or by proxy, the
full and fractional shares of common stock, par value $3.00 per share ("Common
Stock") of El Paso Natural Gas Company, doing business as El Paso Energy
Corporation ("El Paso") credited to my account under the referenced Plan at the
close of business on February 2, 1998, the record date, at the Special Meeting
of Stockholders to be held at The Adolphus Hotel, 1321 Commerce Street, Dallas,
Texas on March 2, 1998, and at any adjournment(s) or postponement(s) of such
meeting for the purpose identified on the reverse side of this proxy and with
discretionary authority as to any other matters that may properly come before
the Special Meeting, in accordance with and as described in the Notice of
Special Meeting of Stockholders and Proxy Statement. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder.
If this proxy is completed, dated, signed and returned in the accompanying
envelope to the Trustee by February 25, 1998, the shares of stock represented
by this proxy will be voted in the manner directed herein by the undersigned.
If this proxy is returned to the Trustee without direction being given, this
proxy will be voted FOR Proposal 1.
<PAGE> 12
PLEASE MARK YOUR CHOICE LIKE THIS [ ] IN DARK INK AND SIGN AND DATE BELOW
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Amendment to the Company's Restated Certificate of For Against Abstain
Incorporation, as amended, to increase the number of [ ] [ ] [ ]
authorized shares of Common Stock to 275,000,000.
If acting as attorney, executor,
trustee or in other representative
capacity, sign name and title. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
IMPORTANT: Please mark, sign, date,
and return this proxy card promptly
using the enclosed envelope.
Shares held as of December 31, 1997: _______ _______________________ ________
SIGNATURE DATE
<PAGE> 13
SOLICITED BY THE BOARD OF DIRECTORS
EL PASO NATURAL GAS COMPANY,
DOING BUSINESS AS EL PASO ENERGY CORPORATION,
SPECIAL MEETING OF STOCKHOLDERS
MARCH 2, 1998
The undersigned hereby appoints William A. Wise and Britton White, Jr.,
and each or any of them, with power of substitution, proxies for the undersigned
and authorizes them to represent and vote, as designated, all of the shares of
common stock of El Paso Natural Gas Company, doing business as El Paso Energy
Corporation, held of record by the undersigned on February 2, 1998 at the
Special Meeting of Stockholders to be held at The Adolphus Hotel, 1321 Commerce
Street, Dallas, Texas on March 2, 1998, and at any adjournment or postponement
of such meeting for the purposes identified on the reverse side of this proxy
and with discretionary authority as to any other matters that may properly come
before the Special Meeting, in accordance with and as described in the Notice of
Special Meeting of Stockholders and Proxy Statement. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. If this proxy is returned without direction being given, this proxy
will be voted FOR proposal 1.
-----------
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE
SIDE
-----------
<PAGE> 14
- ----- PLEASE MARK
X VOTES AS IN
- ----- THIS EXAMPLE.
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Amendment to the Company's Restated Certificate of
Incorporation, as amended, to increase the number
of authorized shares of common stock to 275,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE FOR COMMENTS [ ]
MARK HERE FOR ADDRESS CHANGE
AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears. If acting
as attorney, executor, trustee or in other
representative capacity, sign name and title. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person. If held jointly, both parties
must sign and date.
</TABLE>
<TABLE>
<S> <C> <C> <C>
Signature: Date: Signature: Date:
------------------- --------- ----------------- -------
</TABLE>
