UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Sonat Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
835415000
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(CUSIP Number)
Gary P. Cooperstein, Esq.
Warren de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Telephone: (212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 13, 1999
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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. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Sec ss.240.13d-7(b)
for other parties to whom copies are to be sent.
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SCHEDULE 13D
CUSIP No. 835415000
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
El Paso Energy Corporation, I.R.S. IDENTIFICATION NO. 76-0568816
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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 21,899,515
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 21,899,515
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16.7%
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
ITEM 1. Security and Issuer
-------------------
This statement on Schedule 13D (this "Schedule 13D") relates to
the shares of common stock, $1.00 par value ("Sonat Shares"), of Sonat
Inc., a Delaware corporation ("Sonat"). The principal executive offices of
Sonat are located at Amsouth-Sonat Tower, Birmingham, Alabama 35203.
ITEM 2. Identity and Background
-----------------------
This Schedule 13D is being filed by El Paso Energy Corporation, a
Delaware corporation ("El Paso"). The principal business and executive
offices of El Paso are located at 1001 Louisiana Street, Houston, Texas
77002. El Paso owns a coast-to-coast natural gas pipeline system and has
operations in natural gas transmission, gas gathering and processing,
energy marketing, power generation and international energy infrastructure
development.
(a)-(c); (f) Schedule I hereto contains certain information with
respect to the executive officers and directors of El Paso, including their
business addresses, their principal occupations or employment, the name,
principal businesses and address of any corporation or other organization
in which such employment is conducted and their citizenship.
(d)-(e) Neither El Paso nor, to the knowledge of El Paso, any of
the executive officers or directors of El Paso, has, during the last five
(5) years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding
resulting in his or its being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, the federal or state securities laws or finding any violations
with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
In connection with, and as a condition and inducement to El
Paso's willingness to enter into the Merger Agreement described in Item 4
below, Sonat has granted to El Paso, pursuant to the terms of an Option
Agreement, dated March 13, 1999 (the "Sonat Option Agreement"), an option
(the "Sonat Option") to purchase, for $27.238 per share, up to 21,899,515
Sonat Shares. El Paso anticipates that if it purchases Sonat Shares
pursuant to the Sonat Option, the funds to finance the purchase would come
from bank borrowings and working capital, although the Sonat Option is not
currently exercisable and no determination has been made at this time as to
the source of such funds. As further described in Item 4 hereof, under
certain circumstances, El Paso can perform a cashless exercise of the Sonat
Option.
ITEM 4. Purpose of Transaction
----------------------
(a)-(j) On March 13, 1999, El Paso and Sonat entered into an
Agreement and Plan of Merger (the "Merger Agreement"), which is Exhibit 1
hereto and incorporated herein by reference. The Merger Agreement provides,
among other things, for the merger of Sonat with and into El Paso (the
"Merger"). As a result of the Merger, each Sonat Share outstanding
immediately prior to the effective time of the Merger (other than Sonat
Shares issued and held in Sonat's treasury or by El Paso or any of their
respective subsidiaries) will be converted into the right to receive one
share of common stock, $3.00 par value, of El Paso (including any
associated fractional preferred stock purchase right) ("El Paso Shares").
In the event the Merger is not approved by the requisite vote of
the stockholders of El Paso pursuant to the Delaware General Corporation
Law (the "DGCL") at a duly noticed and held stockholders' meeting, the
transaction would be restructured as a merger (the "Alternative Merger"
and, the Alternative Merger or the Merger, as the case may be, the
"Applicable Transaction") of a wholly owned subsidiary of El Paso (the
"Merger Sub") with and into Sonat. As a result of the Alternative Merger,
each Sonat Share outstanding immediately prior to the effective time of the
Alternative Merger (other than Sonat Shares issued and held in Sonat's
treasury or by El Paso or any of their respective subsidiaries) would be
converted into (1) a fraction of an El Paso Share (including any associated
fractional preferred stock purchase right) (the "Common Conversion
Number"), such that the aggregate number of El Paso Shares issued in the
Alternative Merger will be equal to (x) the maximum number of El Paso
Shares issuable without the approval of El Paso stockholders under the
rules of the New York Stock Exchange (the "NYSE") on the day prior to the
closing date of the Alternative Merger less (y) the number of El Paso
Shares required by the Merger Agreement to be reserved for issuance upon
the exercise of options to purchase Sonat Shares outstanding immediately
prior to the effective time of the Alternative Merger and (2) a fraction of
a depositary share (a "Depositary Share") (each of which will represent
one-fiftieth of a share of newly issued Senior Cumulative Exchangeable
Preferred Stock, $.01 par value ("Preferred Stock") of El Paso) having a
liquidation value equal to the product of (x) one minus the Common
Conversion Number and (y) the average closing price of the El Paso Shares
over the ten trading days preceding the second trading day prior to the
date of the Sonat stockholders' meeting to vote on the Merger Agreement,
the Merger and the Alternative Merger (provided that such liquidation value
shall be not less than $32.00 nor greater than $44.50). Dividends on the
Preferred Stock will be payable at a rate, to be jointly determined by the
financial advisors of Sonat and El Paso (or, if they are unable to agree, a
nationally recognized investment bank jointly selected by them), which
would cause the trading price of a Depositary Share on a fully distributed
basis to be as nearly equal as possible to the liquidation value thereof.
The form of the Certificate of Designation setting forth the terms of the
Preferred Stock is attached as an exhibit to the Merger Agreement.
The parties have reserved the right under the Merger Agreement,
at the request of El Paso, to substitute the form of business combination
contemplated by the Merger with an alternative structure (the "Revised
Merger"), pursuant to which Sonat and El Paso will form a new corporation
(to be jointly owned by both companies) ("Newco"). The Revised Merger will
only be effected if such transaction (i) would reduce the transaction costs
associated with the consummation of the Merger, (ii) would not adversely
affect Sonat's shareholders and (iii) will not affect El Paso's obligations
to effect the Alternative Merger if required by the terms of the Merger
Agreement. At the effective time of the Revised Merger, each of Sonat and
El Paso would be merged with newly formed, wholly-owned subsidiaries of
Newco, with each of Sonat and El Paso, respectively, continuing as the
surviving corporation and a wholly-owned subsidiary of Newco.
Pursuant to the Merger Agreement, (i) upon consummation of the
Merger, (a) the officers of El Paso will be the officers of the surviving
corporation and (b) at the effective time of the Merger, the Restated
Certificate of Incorporation and By-laws of El Paso, as the surviving
corporation, will be amended as provided in the Merger Agreement; or (ii)
upon consummation of the Alternative Merger, (a) the officers of Sonat will
be the officers of the surviving corporation, (b) the directors of Merger
Sub will be the directors of the surviving corporation, (c) each share of
Merger Sub common stock will be converted into one share of common stock of
the surviving corporation, (d) at the effective time of the Merger (the
"Effective Time"), the Restated Certificate of Incorporation of the
surviving corporation will be amended as provided in the Merger Agreement,
(e) the By-laws of Sonat will constitute the by-laws of the surviving
corporation and (f) the By-laws of El Paso will be amended as provided in
the Merger Agreement.
Voting Agreements
-----------------
In connection with, and as a condition and inducement to El
Paso's willingness to enter into the Merger Agreement, on March 13, 1999,
El Paso entered into separate voting agreements (1) with Selim K. Zilkha,
in his individual capacity and in his capacity as trustee of the Selim K.
Zilkha Trust, and Michael Zilka (who, together, were, as of March 13, 1999
the record and beneficial owners of 22,933,580 (approximately 20.8%) of the
outstanding Sonat Shares) and (2) with Ronald L. Kuehn, Jr. (who as of
March 13, 1999 was the beneficial owner of 123,054 Sonat Shares, and held
(with the right to vote) 53,455, Sonat Shares (totaling approximately 0.16%
of the outstanding Sonat Shares) through the Sonat Savings Plan (such
voting agreements being referred to herein, together, as the "Voting
Agreements" and the persons parties thereto (other than El Paso) being
referred to herein, together, as the "Stockholders"). The Voting Agreements
are Exhibits 2 and 3 hereto, respectively, and are incorporated herein by
reference.
Pursuant to the Voting Agreements, each of the Stockholders has
agreed that at any meeting of the stockholders of Sonat he or it shall (i)
appear at the meeting or otherwise cause his or its Sonat Shares, together
with any Sonat Shares acquired by such Stockholder after the date of the
Voting Agreements, whether upon the exercise of options, conversion of
convertible securities or otherwise, to be counted as present thereat for
purposes of establishing a quorum, and (ii) vote his or its Sonat Shares,
or cause his or its Sonat Shares to be voted, in favor of the approval and
adoption of the Merger Agreement, the Merger and the Alternative Merger,
and any action required in furtherance thereof, if the Merger Agreement is
presented for a vote at such stockholders' meeting.
In addition, pursuant to the terms of the Voting Agreements, each
of the Stockholders has irrevocably appointed El Paso as its attorney and
proxy to vote all of his or its Sonat Shares in accordance with the
foregoing paragraph.
Pursuant to the Voting Agreements, the Stockholders have also
agreed, among other things, except in accordance with the provisions
thereof, (i) not to grant any proxies, powers of attorney or other
authorization or consent, deposit any shares of capital stock of Sonat into
a voting trust or enter into a voting agreement with respect to any such
shares; (ii) not to (1) solicit, initiate or encourage any inquiries or the
making of any Takeover Proposal (as defined in the Merger Agreement) with
respect to Sonat, or (2) participate in any discussions or negotiations
regarding any such Takeover Proposal, except to the extent such discussions
or negotiations are participated in by the Stockholders in their capacity
as directors of Sonat in accordance with the terms of the Merger Agreement.
The Voting Agreements terminate upon the earlier of the Effective
Time and the termination of the Merger Agreement in accordance with its
terms.
Stock Option Agreements
-----------------------
In connection with, and as a condition and inducement to El
Paso's willingness to enter into the Merger Agreement, on March 13, 1999,
Sonat granted to El Paso, pursuant to the terms of the Sonat Option
Agreement, an option to purchase, under certain circumstances, for $27.238
per share, up to 21,899,515 Sonat Shares, and in connection with, and as a
condition and inducement to Sonat's willingness to enter into the Merger
Agreement, El Paso granted to Sonat, pursuant to the terms of an Option
Agreement, dated March 13, 1999 (the "El Paso Option Agreement" and
together with the Sonat Option Agreement, the "Stock Option Agreements") an
option (the "El Paso Option," and together with the Sonat Option, the
"Options") to purchase, under certain circumstances, for $37.725 per share,
up to 24,349,638 El Paso Shares. The Stock Option Agreements are Exhibits 4
and 5 hereto, respectively, and incorporated herein by reference.
Pursuant to the Stock Option Agreements, El Paso or Sonat, as the
case may be, may exercise the Option granted to it, in whole or in part, at
any time or from time to time after the occurrence of any event as a result
of which it is entitled to receive a Termination Fee (as defined below)
pursuant to Section 8.2 of the Merger Agreement (described below) if the
Merger Agreement is being or has been terminated (an "Exercise Event").
Each of the Options shall terminate and be of no further force and effect
upon the earliest to occur of (A) the Effective Time and (B) nine months
after the first occurrence of an Exercise Event with respect thereto.
If, prior to the termination of the Sonat Option or the El Paso
Option, as the case may be, the grantor enters into any agreement (x)
pursuant to which all outstanding shares of the grantor's stock are to be
purchased for, or converted into the right to receive cash or (y) with
respect to any merger, consolidation, sale or transfer of all or
substantially all of any assets (each of the transactions set forth in
clauses (x) and (y), a "Transaction"), El Paso and Sonat agree that proper
provision shall be made in such agreement to provide that, if the Sonat
Option or El Paso Option, as the case may be, shall not theretofore have
been exercised, then upon the consummation of the Transaction, if such
Option is then exercisable, the Option holder shall have the right, at its
election, to receive in exchange for the cancellation of the Sonat Option
or El Paso Option, as the case may be, an amount in cash equal to the
Spread. The "Spread" is defined as the number of shares subject to the
applicable Option multiplied by the excess of (A) the higher of the closing
sales price per share of the grantor's stock on the principal securities
exchange or quotation system on which the grantor's stock is then listed or
traded, as reported by The Wall Street Journal, on the day (i) the average
of the closing prices of the shares of the grantor's stock as reported by
The Wall Street Journal over the ten-trading day period beginning on the
trading day immediately following the announcement of such agreement or
(ii) the average of the closing prices of the shares of the grantor's stock
as reported by The Wall Street Journal over the ten-trading day period
ending on the trading day immediately prior to the consummation of such
Transaction, over (B) the exercise price of the applicable Option. The
amount of the Spread, when added to the Termination Fee paid or payable to
Sonat or El Paso, as the case may be, may not exceed $175 million.
Other Matters
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The respective obligation of each of the parties to the Merger
Agreement to consummate the transactions contemplated thereby are subject
to the satisfaction of each of the following conditions: (a) the Merger
Agreement, the Merger and the Alternative Merger shall have been approved
and adopted by the requisite vote of the stockholders of Sonat in
accordance with the Restated Certificate of Incorporation of Sonat and the
DGCL; (b) no statute, rule, regulation or other law and no order, decree or
injunction shall have been enacted, promulgated, entered or issued by any
governmental entity of competent jurisdiction which is in effect and has
the effect of making the consummation of the Merger and/or the Alternative
Merger illegal or prevents or prohibits consummation of the transactions
contemplated thereby; (c) the waiting period (or any extension thereof)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules and regulations thereunder applicable to transactions
contemplated thereby shall have expired or been terminated; (d) all
waivers, consents, approvals, orders and authorizations of, and notices,
reports and filings with, governmental entities necessary for the
consummation of the transactions contemplated thereby shall have been
obtained or made and shall be in full force and effect without the
imposition of any terms, conditions, restrictions or limitations; (e) a
registration statement on Form S-4 with respect to the El Paso Shares and
Depositary Shares issuable in the Merger and the Alternative Merger (the
"Form S-4") shall have become effective, and no stop order suspending the
effectiveness of the Form S-4 shall then be in effect; (f) the El Paso
Shares, and, if applicable, Depositary Shares to be issued pursuant to the
Applicable Transaction, shall have been duly approved for listing on the
NYSE, subject to official notice of issuance; (g) in the event the Merger
is being consummated, each of Sonat and El Paso shall have received and
delivered to the other a letter from its independent public accountants
with respect to its eligibility to participate in a transaction accounted
for as a pooling-of-interests and, in the case of El Paso, with respect to
the Merger being accounted for as a pooling-of-interests. Consummation of
the Merger and/or the Alternative Merger is also subject to the
satisfaction or waiver at or prior to the Effective Time of certain other
customary conditions.
Section 8.2(a) of the Merger Agreement provides that, if (x) (1)
any person shall have made a Takeover Proposal to Sonat or its stockholders
and thereafter the Merger Agreement is terminated by Sonat or El Paso
pursuant to Section 8.1(b) thereof (which provides that the Merger
Agreement may be terminated by Sonat or El Paso in the event the Effective
Time shall not have occurred on or before March 31, 2000 (the "Drop Dead
Date")) or pursuant to Section 8.1(f) thereof (which provides that the
Merger Agreement may be terminated by Sonat or El Paso in the event that
Sonat stockholders fail to approve the Merger Agreement, the Merger and the
Alternative Merger) and (2) within 12 months after the termination of the
Merger Agreement any Acquisition Transaction (as defined in the Merger
Agreement) involving Sonat shall have been consummated or any Acquisition
Agreement (as defined in the Merger Agreement) with respect to an
Acquisition Transaction involving Sonat shall have been entered into, (y)
the Merger Agreement is terminated by El Paso pursuant to Section 8.1(e)
thereof (which provides that the Merger Agreement may be terminated by
El Paso if Sonat's Board of Directors fails to reaffirm or withdraws its
approval or recommendation of the Merger Agreement, the Merger and the
Alternative Merger or recommends any Acquisition Transaction) or Section
8.1(h) thereof (which provides that the Merger Agreement may be terminated
by El Paso if a Share Acquisition Date shall have occurred pursuant to the
Rights Agreement (the "Sonat Rights Agreement") dated as of January 8,
1996, as amended, between Sonat and Chemical Mellon Shareholder Services,
L.L.C., as rights agent, and assuming all rights issued pursuant thereto
have been exercised for Sonat Shares, an Acquiring Person (as defined in
the Sonat Rights Agreement) would beneficially own 25% or more of the
outstanding Sonat Shares) or (z) the Merger Agreement is terminated by
Sonat pursuant to Section 8.1(g) thereof (which provides that, prior to a
vote by its stockholders on the Merger Agreement, the Merger and the
Alternative Merger, if required to comply with its fiduciary duties,
Sonat's Board of Directors may terminate the Merger Agreement if it
receives an unsolicited Superior Proposal (as defined in the Merger
Agreement) and provides five business days' notice of the terms thereof to
El Paso) then, in any such case, Sonat shall, in no event later than the
date an Acquisition Agreement is entered into with respect to such
Acquisition Transaction involving Sonat, or if no such agreement is entered
into, upon the date of consummation of such Acquisition Transaction
involving Sonat, pay El Paso a fee of $150 million (a "Termination Fee")
and reimburse El Paso for all out-of-pocket costs and expenses incurred by
El Paso in connection with the Merger Agreement and the transactions
contemplated thereby up to an aggregate of $10 million.
In accordance with Section 8.2(a) of the Merger Agreement, in the
event that (x) (1) any person shall have made a Takeover Proposal to El
Paso or to its stockholders and thereafter the Merger Agreement is
terminated by either party pursuant to Section 8.1(b) thereof (by reason of
the occurrence of the Drop Dead Date), and (2) within 12 months after the
termination of the Merger Agreement any Acquisition Transaction involving
El Paso shall have been consummated or any Acquisition Agreement with
respect to an Acquisition Transaction involving El Paso shall have been
entered into, or (y) the Merger Agreement is terminated by Sonat pursuant
to Section 8.1(i) thereof (which provides that the Merger Agreement may be
terminated by Sonat if a Stock Acquisition Date shall have occurred
pursuant to the Amended and Restated Shareholder Rights Agreement (the "El
Paso Rights Agreement") dated as of January 20, 1999, between El Paso and
BankBoston, N.A., as rights agent, and assuming all rights issued pursuant
thereto have been exercised for El Paso Shares, an Acquisition Person (as
defined in the El Paso Rights Agreements) would beneficially own 25% or
more of the outstanding El Paso Shares) then, in any such case, El Paso
shall pay Sonat a Termination Fee of $150 million and reimburse Sonat for
all out-of-pocket costs and expenses incurred by Sonat in connection with
the Merger Agreement and the transactions contemplated thereby up to an
aggregate of $10 million.
The Merger Agreement provides that the Board of Directors of
El Paso shall take such action as is necessary so that as of the Effective
Time it will have 15 members, 9 of whom are persons designated by the Board
of Directors of El Paso prior to the Effective Time and 6 of whom are
persons designated by the Board of Directors of Sonat prior to the
Effective Time. El Paso has agreed that Selim K. Zilkha will be nominated
by El Paso's Board of Directors for election to serve as a director of
El Paso for so long as Selim K. Zilkha and members of his immediate family
and trusts therefor own at least 5% of the then outstanding El Paso equity
securities. The Merger Agreement also provides that, as of and from the
Effective Time through December 31, 2000, Ronald L. Kuehn, Jr. shall be the
Non-Executive Chairman of the Board of Directors of El Paso and thereupon
the Board of Directors of El Paso shall appoint William A. Wise to be
Chairman of the Board of Directors of El Paso to replace Ronald L. Kuehn,
Jr.
The Sonat Shares are currently registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are traded on
the NYSE. If the Applicable Transaction is consummated, Sonat Shares will
be deregistered under the Exchange Act and will cease to be listed on the
NYSE.
Except as described above or in other Items of this Schedule 13D
(which Items are incorporated herein by reference), or as provided in the
Merger Agreement, the Stock Option Agreements or the Voting Agreements,
neither El Paso nor, to the best of El Paso's knowledge, any of the
individuals named in Schedule I hereto has any plans or proposals which
relate to or which would result in or relate to any of the actions
specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) - (b) By reason of its execution of the Sonat Option
Agreement, El Paso may be deemed to have beneficial ownership of, and sole
voting and dispositive power with respect to, the Sonat Shares subject to
the El Paso Option and, accordingly, may be deemed to beneficially own
21,899,515 (or approximately 16.7% of the outstanding Sonat Shares based
upon the 110,047,818 Sonat Shares outstanding on March 11, 1999 as provided
in the Merger Agreement). El Paso expressly disclaims any beneficial
ownership of Sonat Shares which are purchasable by El Paso upon exercise of
the El Paso Option, on the grounds that the El Paso Option is not presently
exerciseable and only becomes exerciseable upon the occurrence of the
events referred to in Item 4 above. If the El Paso Option were exercised,
El Paso would have the sole right to vote and to dispose of the Sonat
Shares issued as a result of such exercise. El Paso expressly disclaims any
beneficial ownership of Sonat Shares subject to the Voting Agreements.
(c) Except as described in this Schedule 13D, neither El Paso
nor, to the best of El Paso's knowledge, any of the individuals named in
Schedule I hereto, has effected any transaction in Sonat Shares during the
past 60 days.
(d) So long as El Paso does not exercise the El Paso Option,
El Paso will not have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any Sonat
Shares.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-------------------------------------------------------------
Reference is made to Item 4 for a description of the Merger
Agreement, the Stock Option Agreements and the Voting Agreements.
Except as described in this Schedule 13D or as provided in the
Merger Agreement, the Voting Agreements and the Stock Option Agreements,
neither El Paso nor, to the knowledge of El Paso, any executive officer or
director of El Paso, has any contract, arrangement, understanding or
relationship with any person with respect to any securities of Sonat,
including, but not limited to, transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 -- Agreement and Plan of Merger, dated as of
March 13, 1999 between El Paso Energy
Corporation and Sonat Inc. (incorporated
by reference to Exhibit 2.1 of the
Current Report on Form 8-K filed by Sonat
on March 15, 1999).
Exhibit 2 -- Voting Agreement, dated as of March 13,
1999, among Selim K. Zilkha, in his
capacity as trustee of the Selim K.
Zilkha Trust, and Michael Zilkha and
El Paso Energy Corporation (incorporated
by reference to Exhibit 99.3 of the
Current Report on Form 8-K filed by Sonat
on March 15, 1999).
Exhibit 3 -- Voting Agreement, dated as of March 13,
1999, between Ronald C. Kuehn and El
Paso Energy Corporation (incorporated by
reference to Exhibit 99.4 of the Current
Report on Form 8-K filed by Sonat on
March 15, 1999).
Exhibit 4-- Stock Option Agreement, dated as of March
13, 1999 between El Paso Energy
Corporation and Sonat (incorporated by
reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by Sonat on
March 15, 1999).
Exhibit 5-- Stock Option Agreement, dated as of March
13, 1999 between El Paso Energy
Corporation and Sonat Inc. (incorporated
by reference to Exhibit 99.2 of the
Current Report on Form 8-K filed by Sonat
on March 15, 1999).
Exhibit 6-- Form of Certificate of Designation of
Senior Cumulative Exchangeable Preferred
Stock (incorporated by reference to
Exhibit E to exhibit 2.1 of the Current
Report on Form 8-K filed by Sonat on
March 15, 1999).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
EL PASO ENERGY CORPORATION
By: /s/ H. Brent Austin
---------------------------
Name: H. Brent Austin
Title: Executive Vice
President and Chief
Financial Officer
Dated: March 23, 1999
<PAGE>
Schedule I
Executive Officers and Directors of
El Paso Energy Corporation
The name, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of El Paso is
set forth below.
Name and Citizenship Business Address Position/Principal
Occupation
- -------------------- ---------------- ------------------
Executive Officers &
Directors:
William A. Wise El Paso Energy Corporation Chairman of the Board,
(United States Citizen) 1001 Louisiana Street President and Chief
Houston, Texas 77002 Executive Officer
H. Brent Austin El Paso Energy Corporation Executive Vice
(United States Citizen) 1001 Louisiana Street President and
Houston, Texas 77002 Chief Financial
Officer
Richard Owen Baish El Paso Energy Corporation President of El Paso
(United States Citizen) 1001 Louisiana Street Natural Gas Company
Houston, Texas 77002
John D. Hushon El Paso Energy Corporation President of El Paso
(United States Citizen) 1001 Louisiana Street Energy International
Houston, Texas 77002 Company
Greg G. Jenkins El Paso Energy Corporation President of El Paso
(United States Citizen) 1001 Louisiana Street Power Services Company
Houston, Texas 77002
Robert G. Phillips El Paso Energy Corporation President of El Paso
(United States Citizen) 1001 Louisiana Street Field Services Company
Houston, Texas 77002
Joel Richards III El Paso Energy Corporation Executive Vice
(United States Citizen) 1001 Louisiana Street President
Houston, Texas 77002
Mark A. Searles El Paso Energy Corporation Senior Vice President
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
Jeffrey I. Beason El Paso Energy Corporation Vice President
(United States Citizen) 1001 Louisiana Street and Controller
Houston, Texas 77002
C.D. Rice El Paso Energy Corporation Vice President
(United States Citizen) 1001 Louisiana Street and Treasurer
Houston, Texas 77002
John W. Somerhalder II El Paso Energy Corporation President of Tennessee
(United States Citizen) 1001 Louisiana Street Gas Pipelines
Houston, Texas 77002
Britton White Jr. El Paso Energy Corporation Executive Vice
(United States Citizen) 1001 Louisiana Street President and
Houston, Texas 77002 General Counsel
Byron Allumbaugh Ralphs Grocery Company Director of
(United States Citizen) 1100 West Artesia Boulevard El Paso/Retired
Compton, CA 90220
Juan Carlos Braniff FEMSA Director/Deputy Chief
(Mexican Citizen) Ave. Alfonso Reyes Executive Officer of
No. 2202 Norte Service Banking,
Monterrey, N.L. 64000 BANCOMER
Mexico
Peter T. Flawn El Paso Energy Corporation Director of
(United States Citizen) 1001 Louisiana Street El Paso/Retired
Houston, Texas 77002
James F. Gibbons Stanford University Director of
(United States Citizen) School of Engineering El Paso/Faculty of
Terman 214 (Mail Stop 4027) Stanford University
Stanford, CA 94305-4027 and Dean of Stanford
University School of
Engineering
Ben F. Love Texas Commerce Director of
(United States Citizen) Bancshares, Inc. El Paso/Investor
Texas Commerce Tower
600 Travis, 18th Floor
Houston, TX 77002
Kenneth L. Smalley 3686 Lost Creek Blvd. Director of
(United States Citizen) Austin, TX 78735 El Paso/Retired
Malcolm Wallop Frontiers of Freedom Director of
(United States Citizen) Foundation El Paso/President
1735 North Lynn Street of Frontiers of Freedom
Suite 1050 Foundation
Arlington, VA 22209
