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 earliest event reported: June 10, 1999
SONAT INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7179 63-0647939
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
AmSouth-Sonat Tower
Birmingham, Alabama 35203
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
205-325-3800
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Item 5. Other events.
On June 10, 1999, at a special meeting of the stockholders of Sonat Inc.
(the "Company"), the stockholders approved and adopted the Second Amended and
Restated Agreement and Plan of Merger, dated as of March 13, 1999, by and
between El Paso Energy Corporation ("El Paso") and the Company (the "Merger
Agreement") under which, among other things, the Company will merger into El
Paso (the "Merger"). Approximately 85 percent of the Company's outstanding
shares were voted in favor of the Merger Agreement. On June 10, 1999, El Paso's
stockholders also approved the Merger Agreement. Accordingly, the consideration
to be received by the Company's stockholders on completion of the Merger will be
one share of El Paso common stock for each share of the Company's common stock
to be exchanged in the Merger. The foregoing is described in a press release
issued by the Company, a copy of which is filed as an exhibit hereto and
incorporated by reference herein.
The Company expects the regulatory review of the proposed merger to be
completed during the third or fourth quarter of the year. The Merger will be
consummated as soon as all necessary regulatory approvals have been obtained.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Sonat Inc.
By: /s/ William A. Smith
William A. Smith
Executive Vice President and
General Counsel
Dated: June 10, 1999
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SONAT INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit
No. Exhibit
99* Press Release dated June 10, 1999
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*Filed herewith
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EXHIBIT 99
Bruce L. Connery FOR RELEASE: June 10, 1999
205 325 3898
Thomas W. Barker, Jr.
205 325 3586
SONAT SHAREHOLDERS APPROVE
PROPOSED MERGER WITH EL PASO ENERGY
HOUSTON -- Sonat Inc. (NYSE: SNT) today announced that its shareholders
overwhelmingly approved the proposed merger with El Paso Energy Corporation.
Approximately 86 percent of Sonat's shares outstanding were voted at its special
meeting of shareholders, and more than 98 percent of the shares voted were in
favor of the merger.
"We are very pleased with the strong support for this merger from our
shareholders," said Ronald L. Kuehn, Jr., Sonat's chairman, president and chief
executive officer. "Today's vote is an important step toward the creation of a
company with tremendous natural gas and electric opportunities, and we look
forward to the completion of this merger."
El Paso Energy's stockholders also approved the merger at a meeting
held today. Accordingly, the consideration to be received by Sonat's
stockholders on completion of the merger will be one share of El Paso Energy
common stock for each share of Sonat common stock to be exchanged in the merger.
Sonat expects the regulatory reviews of the proposed merger to be
completed during the third or fourth quarter of this year. The merger will be
consummated as soon as all necessary regulatory approvals have been obtained.
Sonat Inc., headquartered in Birmingham, is a diversified energy company
engaged in exploration and production of oil and natural gas, interstate
transmission of natural gas, and energy services. Visit Sonat's Web site at
www.sonat.com.
Cautionary Statement Concerning Forward-Looking Statements
This press release includes certain forward-looking statements, which are based
on assumptions the company believes are reasonable, but a variety of factors
could cause the company's actual results and experience to differ materially
from the anticipated results or other expectations expressed in management's
forward-looking statements. Such statements are made in reliance on the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
