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 1, 1999
(Date of Earliest Event Reported: October 25, 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)
AmSouth - Sonat Tower
Birmingham, Alabama 35203
(former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant
On October 25, 1999, Southern Natural Gas Company
("SNG"), a wholly owned subsidiary of Sonat Inc. ("Sonat")
became a direct subsidiary of El Paso Energy Corporation
("El Paso Energy") as a result of the merger described below
involving Sonat and El Paso Energy.
On October 25, 1999, Sonat merged with and into El Paso
Energy, with El Paso Energy continuing as the surviving
corporation of the merger. The merger was effected in
accordance with the Second Amended and Restated Agreement
and Plan of Merger dated as of March 13, 1999 (the "Merger
Agreement"), by and between El Paso Energy and Sonat, which
Merger Agreement is incorporated herein by reference.
The consideration paid by El Paso Energy in the merger
consisted of:
* the issuance of approximately 110 million shares of
common stock of El Paso Energy to Sonat's then existing
common stockholders valued at approximately $4.5 billion,
based on a closing price per share of common stock on the
New York Stock Exchange of $41.00 on October 25, 1999.
* the retention after the merger of approximately $2.3
billion of debt of Sonat.
The number of shares of El Paso Energy's common stock issued
in the merger to stockholders of Sonat was determined
pursuant to the agreement set forth in the Merger Agreement.
In the merger, a holder of Sonat's common stock received one
share of El Paso Energy common stock, accompanied by one
preferred stock purchase right issued under El Paso Energy's
existing shareholder rights plan, for each share of Sonat
common stock. In addition, at the merger date outstanding
options to purchase approximately 5 million shares of Sonat
common stock were converted, one for one, into stock options
for El Paso Energy common stock. As a result of the merger,
El Paso Energy owns 100 percent of the common equity of
Sonat.
El Paso Energy currently is engaged in a comprehensive
review of the business and operations of Sonat. Following
the completion of such review, El Paso Energy intends to
integrate, for the most part, the operations of Sonat with
those of El Paso Energy to increase operating and
administrative efficiency through consolidation and
reengineering of facilities, workforce reductions and
coordination of purchasing, sales and marketing activities.
The directors and executive officers of SNG upon
consummation of the merger are as follows:
Name Age Position
---- --- ---------
William A. Wise 54 Chairman of the Board and Director
James C. Yardley 48 President and Director
H. Brent Austin 45 Executive Vice President, Chief
Financial Officer and Director
James J. Cleary 44 Executive Vice President
John W. Somerhalder II 43 Executive Vice President and Director
Joel Richards III 52 Executive Vice President
Britton White Jr. 56 Executive Vice President, Law
Executive Officers and Directors
WILLIAM A. WISE - Upon consummation of the merger, Mr.
Wise became Chairman of the Board and a Director of SNG.
Mr. Wise has been Chairman of the Board of El Paso Energy
since January 1994 and the President and Chief Executive
Officer of El Paso Energy since January 1990. He was
President and Chief Operating Officer of El Paso Energy from
April 1989 to December 1989. From March 1987 until April
1989, Mr. Wise was an Executive Vice President of El Paso
Energy. From January 1984 to February 1987, he was a Senior
Vice President of El Paso Energy. He is a member of the
Board of Directors of Battle Mountain Gold Company.
JAMES C. YARDLEY - Mr. Yardley was elected President of
SNG effective May 1, 1998 and will continue in that capacity
upon consummation of the merger. Mr. Yardley has been a
Director of SNG since April 1994. He was Vice President of
SNG from January 1990 to May 1998. From June 1992 to April
1994, Mr. Yardley was President of Sonat Ventures, Inc.
Prior to January 1990, Mr. Yardley held various positions at
Sonat and its subsidiaries.
H. BRENT AUSTIN - Upon consummation of the merger, Mr.
Austin became the Executive Vice President, Chief Financial
Officer and a Director of SNG. Mr. Austin has been
Executive Vice President of El Paso Energy since May 1995
and he has been Chief Financial Officer of El Paso Energy
since April 1992. He was Senior Vice President of El Paso
Energy from April 1992 to April 1995. He was Vice
President, Planning and Treasurer of Burlington Resources,
Inc. ("BR") from November 1990 to March 1992 and Assistant
Vice President, Planning of BR from January 1989 to October
1990.
JAMES J. CLEARY - Mr. Cleary was elected Executive Vice
President of SNG in May 1998, and will continue in that
capacity upon consummation of the merger. Mr. Cleary was
also General Counsel of SNG from July 1997 to October 25,
1999. He was Vice President and Associate General Counsel
of SNG from April 1991 to June 1997. Prior to April 1991
Mr. Cleary held various positions within subsidiaries of
Sonat.
JOHN W. SOMERHALDER II - Upon consummation of the
merger, Mr. Somerhalder became Executive Vice President and
Director of SNG. Mr. Somerhalder has been President of
Tennessee Gas Pipeline Company since December 1996. He was
President of El Paso Energy Resources Company from April
1996 to December 1996 and Senior Vice President of El Paso
Energy from August 1992 to April 1996. From January 1990 to
July 1992, he was Vice President of El Paso Energy.
JOEL RICHARDS III - Upon consummation of the merger,
Mr. Richards became an Executive Vice President of SNG. Mr.
Richards has been Executive Vice President of El Paso Energy
since December 1996. From January 1991 until December 1996,
he was Senior Vice President of El Paso Energy. He was Vice
President from June 1990 to December 1990. He was Senior
Vice President, Finance and Human Resources of Meridian
Minerals Company, a wholly owned subsidiary of BR, from
October 1988 to June 1990.
BRITTON WHITE JR. - Upon consummation of the merger,
Mr. White became an Executive Vice President, Law of SNG.
Mr. White has been Executive Vice President of El Paso
Energy since December 1996 and General Counsel of El Paso
Energy since March 1991. He was Senior Vice President of El
Paso Energy from March 1991 until December 1996. From March
1991 to April 1992, he was also Corporate Secretary of El
Paso Energy. For more than five years prior to that time,
Mr. White was a partner in the law firm of Holland & Hart.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2. Second Amended and Restated Agreement and
Plan of Merger dated as of March 13, 1999, by
and between El Paso Energy Corporation and
Sonat Inc. (incorporated by reference to Annex
A of the Joint Proxy Statement/Prospectus of El
Paso Energy and Sonat included in El Paso
Energy's Registration Statement on Form S-4,
file no. 333-75701).
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
By: /s/ Jeffrey I. Beason
----------------------
November 1, 1999 Jeffrey I. Beason
Senior Vice President
and Controller
