<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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
--------------
(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
Selim K. Zilkha, individually and as trustee of the Selim K. Zilkha Trust
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*
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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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
------------------------------------------------
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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SCHEDULE 13D
CUSIP NO. 835415000
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Selim K. Zilkha Trust
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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*
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
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
------------------------------------------------
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
00, Trust
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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 Selim K. Zilkha and the Selim K. Zilkha Trust (together, the "Reporting
Persons") 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. 1 is being filed to report the effect of the Merger
and the fact that the Reporting Persons now own no shares of Company Common
Stock.
Except as specifically provided herein, this Amendment No. 1 does not
modify any of the information previously reported on this Schedule 13D,
including information with respect to the persons other than the Reporting
Persons.
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 Persons 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 Persons 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. In addition,
Selim K. Zilkha was appointed as a director of El Paso and was granted options
to purchase 3,000 shares of El Paso Common Stock in connection with such
appointment.
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
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22, 1999, the Federal Trade Commission formally approved the Merger, contingent
upon El Paso's commitment 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 Persons 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, Selim K. Zilkha 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 Persons the right, under certain
circumstances, to cause El Paso to register the Reporting Persons' 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 Persons with the Securities and Exchange
Commission on February 3, 1998 (File No. 005-35867) with respect to their
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 Persons' interests in securities of the Company as follows:
(a) As of the date of this Amendment No. 1 to Schedule 13D, the
Reporting Persons do 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 Persons is set forth on the
cover page of this Amendment No. 1 to Schedule 13D, and such information is
incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) The Reporting Persons ceased to be the owners 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.
1 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/ SELIM K. ZILKHA
-----------------------------------
Selim K. Zilkha
/s/ SELIM K. ZILKHA
-----------------------------------
Selim K. Zilkha, Trustee of the
Selim K. Zilkha Trust
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SCHEDULE I
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS OCCUPATION
- ---- ---------------- ----------
<S> <C> <C>
Selim K. Zilkha 1001 McKinney, Suite 1900 Investor
Houston, Texas 77002
Selim K. Zilkha Trust 1001 McKinney, Suite 1900 N/A
Houston, Texas 77002
</TABLE>
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