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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Sonat Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
835415000
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(CUSIP Number)
Joseph Romano
1001 McKinney, Suite 1900
Houston, Texas 77002
(713) 265-0265
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 25, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 835415000
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1 NAME OF REPORTING PERSON
Michael Zilkha
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
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INTRODUCTORY STATEMENT
On October 25, 1999, Sonat Inc. (the "Company") was merged (the
"Merger") with and into El Paso Energy Corporation ("El Paso") in accordance
with the terms of the Second Amended and Restated Agreement and Plan of Merger,
dated as of March 13, 1999, between the Company and El Paso (the "Second Amended
Merger Agreement"). As a result of the Merger, all of the shares of the
Company's common stock, par value $1.00 per share ("Company Common Stock"),
owned by Michael Zilkha (the "Reporting Person") were converted into the right
to receive an equivalent number of shares of common stock, par value $3.00 per
share, of El Paso ("El Paso Common Stock"). This Amendment No. 4 is being filed
to report the effect of the Merger and the fact that the Reporting Person now
owns no shares of Company Common Stock.
Except as specifically provided herein, this Amendment No. 4 does not
modify any of the information previously reported on Amendment No. 3 to this
Schedule 13D, including information with respect to the persons other than the
Reporting Person.
ITEM 2. IDENTITY AND BACKGROUND
The information required to be filed in response to paragraphs (a),
(b) and (c) of Item 2 with respect to the Reporting Person is hereby amended and
restated as set forth on Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented as follows:
The shares of Company Common Stock owned by the Reporting Person at
the time of the Merger were converted into the right receive an equivalent
number of shares of El Paso Common Stock as a result of the Merger.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented to include the following:
On April 30, 1999, Sonat and El Paso entered into the Second Amended
Merger Agreement, which amended and restated in its entirety the Agreement and
Plan of Merger, dated as of March 13, 1999, between Sonat and El Paso (as
previously amended and restated by the First Amended and Restated Agreement and
Plan of Merger, the "Merger Agreement"). The Second Amended and Restated Merger
Agreement amended the Merger Agreement to provide that the board of directors of
El Paso would be comprised of 12 members, instead of 15 members, with El Paso
designating seven members to serve on the board after the Merger and Sonat
designating five members to serve on the board after the Merger.
The foregoing description of the Second Amended Merger Agreement is
qualified in its entirety by reference to the Second Amended Merger Agreement, a
copy of which is filed as an exhibit hereto and is incorporated herein by
reference.
At special meetings of El Paso's and the Company's respective
stockholders on June 10, 1999, the stockholders of both companies voted to
approve and adopt the Second Amended Merger Agreement. On October 22, 1999, the
Federal Trade Commission formally approved the Merger, contingent upon El Paso's
commitment
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to divest certain assets following the Merger pursuant to the terms of a consent
agreement entered into with the Federal Trade Commission.
On October 25, 1999, the effective time of the Merger, the shares of
Company Common Stock owned by the Reporting Person were converted into the right
to receive an equivalent number of shares of El Paso Common Stock. In connection
with the Merger and in accordance with the terms of the Second Amended Merger
Agreement, the Reporting Person's father, Selim K. Zilkha, who was a stockholder
of Sonat, was appointed to El Paso's board of directors. El Paso will be
obligated to comply with the obligations of the Company contained in the
Registration Rights Agreement as if El Paso were the Company, thus giving the
Reporting Person the right, under certain circumstances, to cause El Paso to
register his sales, if any, of El Paso Common Stock under the Securities Act of
1933, as amended. The Registration Rights Agreement is filed as Exhibit C to
Amendment No. 1 to Schedule 13D filed by the Reporting Person with the
Securities and Exchange Commission on February 3, 1998 (File No. 005-35867) with
respect to his ownership of Company Common Stock and is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated only with respect to the
Reporting Person's interest in securities of the Company as follows:
(a) As of the date of this Amendment No. 4 to Schedule 13D, the
Reporting Person does not beneficially own any shares of Company Common Stock.
(b) The number of shares of Company Common Stock as to which there is
sole power to vote or to direct the vote, shared power to vote or direct the
vote, sole power to dispose or to direct the disposition, or shared power to
dispose or direct the disposition for the Reporting Person is set forth on the
cover page of this Amendment No. 4 to Schedule 13D, and such information is
incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) The Reporting Person ceased to be the owner of more than five
percent of the outstanding shares of Company Common Stock on October 25,1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as exhibits to this
Amendment No. 4 to Schedule 13D:
A. 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
El Paso's Amendment No. 2 to the Registration Statement on
Form S-4 (File No. 333-75781), filed with the Securities
and Exchange Commission on April 30, 1999).
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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.
Dated: October 28, 1999
/s/ MICHAEL ZILKHA
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Michael Zilkha
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SCHEDULE I
NAME BUSINESS ADDRESS OCCUPATION
Michael Zilkha MSZ Investments, Inc. Investor
1001 McKinney, Suite 1900
Houston, Texas 77002
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