SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 4, 1999
(Date of Earliest Event Reported: October 28, 1999)
SOUTHERN NATURAL GAS COMPANY
(Exact Name of Registrant as Specified in the Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-2745 63-0196650
(Commission File Number) (I.R.S. Employer Identification No.)
El Paso Energy Building
1001 Louisiana Street
Houston, Texas
77002
(Address of Principal Executive Offices)
(Zip Code)
(713) 420-2131
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
a. On October 25, 1999, Sonat Inc. ("Sonat"), the
parent company of Southern Natural Gas Company ("SNG")
merged with El Paso Energy Corporation ("El Paso Energy").
Effective October 28, 1999, SNG retained
PricewaterhouseCoopers LLP as its new certifying
accountants. PricewaterhouseCoopers LLP also acts as
independent public accountants for El Paso Energy, the new
parent company of SNG. Ernst & Young LLP ("EY"), SNG's
former independent public accountants, were released as
SNG's certifying accountants effective October 28, 1999.
EY's report on SNG's financial statements during the two
most recent fiscal years ending December 31, 1998, contained
no adverse opinion or disclaimer of opinion, and was not
qualified as to uncertainty or audit scope. The decision to
change accountants was approved by SNG's Board of Directors.
During the last two fiscal years ending December 31,
1998, and through October 28, 1999, there were no
disagreements between SNG and EY on any matters of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of EY,
would have caused it to make a reference to the subject
matter of the disagreements in connection with its audit
reports.
There were no "reportable events" as described in Item
304(a) (1) (v) of Regulation S-K with respect to SNG within
the last two fiscal years ending December 31, 1998, and
through October 28, 1999.
SNG has requested that EY furnish it with a letter
addressed to the Securities and Exchange Commission stating
whether or not it agrees with the statements set forth
above. A copy of such letter, dated November 4, 1999, is
filed as Exhibit 16 to this Current Report on Form 8-K.
b. Effective October 28, 1999, SNG engaged
PricewaterhouseCoopers LLP as its principal accountants.
During the last two fiscal years ending December 31, 1998,
and through October 28, 1999, SNG did not consult
PricewaterhouseCoopers LLP regarding any of the matters or
events set forth in Item 304(a) (2) (i) and (ii) of
Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter from Ernst & Young LLP regarding change in
certifying accountant.
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
SOUTHERN NATURAL GAS COMPANY
November 4, 1999
By: /s/ Jeffrey I. Beason
_________________________
Jeffrey I. Beason
Senior Vice President
and Controller
(Chief Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------ -----------
16 Letter from Ernst & Young LLP regarding change in certifying
accountant.
EXHIBIT 16 TO FORM 8-K
November 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 4, 1999, of
Southern Natural Gas Company and are in agreement with the
statements contained in paragraph (a) on page 1 therein. We
have no basis to agree or disagree with other statements of
the registrant contained therein.
In addition, we have no basis to agree or disagree with
other statements of the registrant contained in paragraph
(b) on page 1 of the above referenced filing.
/s/ Ernst & Young LLP
