UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CRYSTAL GAS STORAGE, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
229241104
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(CUSIP Number)
BRITTON WHITE JR.
EL PASO ENERGY ACQUISITION CO.
C/O EL PASO ENERGY CORPORATION
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 420-2131
COPY:
GARY P. COOPERSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
<PAGE>
January 5, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box. [ ]
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* This represents the final amendment.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
for other parties to whom copies are to be sent.
<PAGE>
CUSIP No. 229241104
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EL PASO ENERGY CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES SEE ITEM 5
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH SEE ITEM 5
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 229241104
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRYSTAL GAS STORAGE, INC. (FORMERLY EL PASO ENERGY ACQUISITION CO.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH - 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
CO
<PAGE>
ITEM 1. Security and Issuer
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This Amendment No. 1 to Schedule 13D (which constitutes the Final
Amendment) amends and supplements the Schedule 13D originally filed on
October 22, 1999 (the "Schedule 13D") by El Paso Energy Corporation, a
Delaware corporation ("El Paso") and El Paso Energy Acquisition Co., a
Delaware Corporation and a direct wholly owned subsidiary of El Paso
("Merger Sub") and relates to the common stock, $0.01 par value per share
("Crystal Common Stock"), of Crystal Gas Storage, Inc., a Louisiana
corporation (the "Issuer" or "Crystal"). The principal executive offices of
the Issuer are located at 1001 Louisiana Street, Houston, Texas 77002.
ITEM 4. Purpose of Transaction
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ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 4 and Items 5(a) - (c) are hereby amended and supplemented
by the addition of the following information:
On January 5, 2000, pursuant to the terms and conditions of the
Merger Agreement (as defined on the Schedule 13D), Crystal was merged into
Merger Sub (which changed its name to Crystal Gas Storage, Inc. in
connection with the Merger) such that Crystal became a wholly owned
subsidiary of El Paso (the "Merger"). By virtue of the Merger, each share
of Issuer Common Stock (other than shares held by Issuer or El Paso or any
of their subsidiaries and other than shares held by shareholders, if any,
who perfect their appraisal rights under Louisiana law) was converted into
the right to receive $57.00 in cash, without interest thereon. As a result
of the Merger, El Paso now beneficially owns 100% of the outstanding shares
of common stock of Issuer.
ITEM 7. Material to Be Filed as Exhibits
--------------------------------
Exhibit 99.1 -- First Amendment to Agreement and Plan
of Merger, dated as of December 2, 1999
among El Paso Energy Corporation, El Paso
Energy Co. and Crystal Gas Storage, Inc.
Exhibit 99.2 -- Press Release.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
EL PASO ENERGY CORPORATION
By: /s/ C. Dana Rise
----------------------------
Name: C. Dana Rise
Title: Senior Vice President
and Treasurer
CRYSTAL GAS STORAGE, INC.
By: /s/ C. Dana Rise
---------------------------
Name: C. Dana Rise
Title: Vice President and
Treasurer
Dated: January 13, 2000
EXHIBIT 99.1
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First
Amendment") dated as of December 2,1999, among EL PASO ENERGY CORPORATION,
a Delaware corporation ("Parent"), EL PASO ENERGY ACQUISITION CO., a
Delaware corporation ("Sub") and a wholly owned subsidiary of Parent, and
CRYSTAL GAS STORAGE, INC., a Louisiana corporation (the "Company").
WHEREAS, Parent, Sub and the Company entered into an Agreement and
Plan of Merger dated October 15, 1999 (the "Original Agreement"), providing
for, among other things, the merger of the Company with and into Sub,
whereby each issued and outstanding share of common stock of the Company
not owned directly or indirectly by Parent or the Company will be converted
into the right to receive $57 per share;
WHEREAS, Parent, Sub and the Company desire to amend the terms of the
Original Agreement as set forth herein; and
WHEREAS, the parties to the Shareholders Agreements (as defined in the
Original Agreement) have agreed that this First Amendment would not have
any adverse effect on such parties and therefore will not terminate, modify
or amend their obligations under the Shareholders Agreements and that the
Shareholders Agreements shall remain unchanged and in full force and
effect;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties
agree as follows:
SECTION 1. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Original Agreement.
SECTION 2. Section 3.1(h) is hereby amended by replacing the second
sentence thereof with the following:
"Except for the approval of the Merger by the holders of two-thirds of
all the votes entitled to be cast on the matter, voting together as a
class pursuant to which each Share is entitled to one vote and each
share of Senior Preferred Stock is entitled to .001 votes per share
(unless the shares of Senior Preferred Stock have been called for
redemption prior to such meeting and the provisions of Louisiana
Revised Statute 12:75 shall have been satisfied so that such shares
shall not be entitled to vote at such meeting) ("Company Stockholder
Approval"), no other stockholder action on the part of the Company is
required for approval of the Merger and the transactions contemplated
hereby."
SECTION 3. Parent, Sub and the Company currently expect that the
Company Stockholder Approval and the Effective Time of the Merger will take
place on January 5, 2000. Parent and Sub hereby agree that the Company's
efforts to prepare and file a preliminary Proxy Statement with the SEC and
to duly call, give notice of, convene and hold a meeting of its
stockholders at any time prior to January 15, 2000, satisfy the
requirements of (1) Sections 5.1(a) and 5.1(b) of the Original Agreement
for the Company to take such actions as soon as practicable and (2) Section
5.3(a) of the Original Agreement for the Company to consummate and make
effective, in the most expeditious manner practicable, the Merger and the
other transactions contemplated by the Original Agreement.
SECTION 4. Clause (i) of Section 5.3(b) of the Original Agreement is
amended by replacing it in its entirety with the following:
"(i) any representation or warranty made by it contained in this
Agreement becoming untrue or inaccurate in any respect (provided that
with respect to the Company's obligations regarding its
representations and warranties, this requirement shall, after December
2, 1999, only apply with respect to such representations and
warranties to the extent they are untrue or inaccurate in any respect
due to an act or omission of the Company and/or its subsidiaries)".
SECTION 5. Section 6.2(b) of the Original Agreement is amended by
inserting the following at the end thereof:
"provided, further, that for purposes of determining whether the
representations and warranties of the Company are true and correct in
all material respects as of the Effective Time of the Merger, between
December 2, 1999 and the Effective Time of the Merger such
representations and warranties may only become untrue or incorrect due
to acts or omissions of the Company and/or its subsidiaries;"
SECTION 6. Parent acknowledges and agrees that, to the Parent's
knowledge, as of the date hereof, Company has performed in all material
respects all obligations to be performed by it under the Original
Agreement.
SECTION 7. Exhibit A to the Original Agreement is amended by replacing
items 8 and 10, respectively, thereon with the following:
"8. Convert Crystal Eurasia Oil Company from a Delaware corporation
into a Delaware limited liability company or dissolve this
inactive subsidiary."
"10. Merge Crystal Exploration and Production Company, a Florida
corporation, into a newly created Delaware limited liability
company."
SECTION 8. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof, except that matters pertaining to the merger of the Company
into Sub shall be governed by the DGCL and the LBCL to the extent of their
applicability to the Merger.
SECTION 9. This First Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to the other parties.
SECTION 10. As amended by this First Amendment, the Original Agreement
remains in full force and effect.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First
Amendment to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
EL PASO ENERGY CORPORATION
By /s/ Ralph Eads
--------------------------------
Name: Ralph Eads
Title: Executive Vice President
EL PASO ENERGY ACQUISITION CO.
By /s/ Ralph Eads
--------------------------------
Name: Ralph Eads
Title: Executive Vice President
CRYSTAL GAS STORAGE, INC.
By /s/ J.N. Averett, Jr.
--------------------------------
Name: J.N. Averett, Jr.
Title: President and Chief
Executive Officer
EXHIBIT 99.2
EL PASO
ENERGY NEWS
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El Paso Energy Corporation
P.O. Box 2511
Houston, Texas 77252-2511
FOR IMMEDIATE RELEASE
EL PASO ENERGY COMPLETES ITS ACQUISITION OF
CRYSTAL GAS STORAGE
HOUSTON, TEXAS, JANUARY 5, 2000 - El Paso Energy Corporation (NYSE:EPG)
completed its acquisition of Crystal Gas Storage, Inc. (AMEX:COR) today
pursuant to a merger agreement signed by the parties in October 1999. Under
the agreement, each holder of Crystal Gas Storage common stock received $57
per share in cash.
"We are pleased to close the Crystal acquisition in a timely manner,"
said William A. Wise, president and chief executive officer of El Paso
Energy. "The Crystal assets provide the flexibility, high deliverability,
and multiple pipeline interconnects necessary to meet the gas supply
demands of new plants in the competitive power market."
With over $15 billion in assets, El Paso Energy Corporation provides
comprehensive energy solutions through its strategic business units: El
Paso Natural Gas Company, Tennessee Gas Pipeline Company, Southern Natural
Gas Company, El Paso Field Services Company, El Paso Merchant Energy
Company, El Paso Production Company, and El Paso Energy International
Company. The company owns North America's largest natural gas pipeline
system, both in terms of throughput and miles of pipeline, and has
operations in natural gas transmission, gas gathering and processing, gas
and oil production, power generation, merchant energy services, and
international project development. Visit El Paso Energy's web site at
www.epenergy.com.
Crystal Gas Storage, Inc. currently owns and operates through wholly
owned subsidiaries two natural gas storage facilities near Hattiesburg,
Mississippi, and holds various interests in natural gas properties
primarily in Arkansas and Louisiana.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements and projections, made
in reliance on the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The company has made every reasonable effort
to ensure that the information and assumptions on which these statements
and projections are based are current, reasonable, and complete. However, a
variety of factors could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in this
release. While the company makes these statements and projections in good
faith, neither the company nor its management can guarantee that the
anticipated future results will be achieved. Reference should be made to
the company's (and its affiliates') Securities and Exchange Commission
filings for additional important factors that may affect actual results.
###
CONTACTS:
Investor Relations Public Relations
Bruce L. Connery Norma F. Dunn
Vice President Senior Vice President
Office: (713) 420-5855 Office: (713) 420-3750
Fax: (713) 420-4417 Fax: (713) 420-3632
