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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
EL PASO ENERGY CORPORATION
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(Name of Issuer)
Common Stock, par value $3.00 per share
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(Title of Class of Securities)
283905107
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(CUSIP Number)
William A. Smith, Esq.
Sonat Inc.
AmSouth-Sonat Tower
Birmingham, Alabama 35203
(205) 325-3800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Seth A. Kaplan, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, N.Y. 10019
(212) 403-1000
April 30, 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(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
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SCHEDULE 13D
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CUSIP NO.
283905107 Page 2 of 6 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sonat Inc.
63-0647939
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Sources of Funds (See Instructions)
WC; OO
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of 24,349,638
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By -0-
Each -----------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 24,349,638
With -----------------------------------------------------------------
10 Shared Dispositive Power
-0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
24,349,638
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12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
16.6%
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14 Type of Reporting Person (See Instructions)
HC, CO
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This Amendment No. 1 (this "Amendment No. 1") to the Statement on
Schedule 13D filed on March 23, 1999 (the "Schedule 13D") relating to the Common
Stock, par value $3.00 per share (the "El Paso Common Stock"), of El Paso Energy
Corporation, a Delaware corporation ("El Paso"). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The following is added to the response to Item 4:
On April 30, 1999, Sonat and El Paso entered into the Second Amended
and Restated Agreement and Plan of Merger, dated as of March 13, 1999 (the
"Second Amended Merger Agreement"), which amends and restates 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
Merger Agreement amends the Merger Agreement to provide that the Board of
Directors of El Paso will be comprised of 12 members. El Paso will designate
seven individuals to serve on the El Paso board of directors after the Merger.
Sonat will designate five individuals to serve on the El Paso board of directors
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 by reference
herein.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The following is added to the response to Item 5(c):
(c) No transactions in El Paso Common Stock were effected by Sonat or,
to the best knowledge of Sonat, any of the persons listed on Annex I to the
Schedule 13D, since the filing of the Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended and restated in its entirety by the following:
Except as set forth in the Schedule 13D, as amended by this Amendment
No. 1, to the best knowledge of Sonat, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or listed on Annex I to the Schedule 13D, and between
such persons and any person with respect to any securities of El Paso, including
but not limited to, transfer or voting of any of the securities of El Paso,
joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency the occurrence of which would give another person
voting power over the securities of El Paso.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Amendment No. 1:
Exhibit 1* -- Agreement and Plan of Merger, dated as of March 13, 1999, by
and between Sonat Inc. and El Paso Energy Corporation
(incorporated by reference to Exhibit 2.1 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 2* -- El Paso Stock Option Agreement, dated as of March 13, 1999, by
and between Sonat Inc. and El Paso Energy Corporation
(incorporated by reference to Exhibit 99.1 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 3* -- Sonat Stock Option Agreement, dated as of March 13, 1999, by
and between Sonat Inc. and El Paso Energy Corporation
(incorporated by reference to Exhibit 99.2 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 4* -- Voting Agreement, dated as of March 13, 1999, by and between
El Paso Energy Corporation, Selim K. Zilkha, in his individual
capacity and in his capacity as trustee of the Selim K. Zilkha
Trust, and Michael Zilkha (incorporated by reference to
Exhibit 99.3 to Sonat's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on March 15, 1999).
Exhibit 5* -- Voting Agreement, dated as of March 13, 1999, by and between
El Paso Energy Corporation, and Ronald L. Kuehn, Jr.
(incorporated by reference to Exhibit 99.4 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 6 -- Second Amended and Restated Agreement and Plan of Merger,
dated as of March 13, 1999, by and between Sonat Inc. and El
Paso Energy Corporation (incorporated by reference to 2.1 to
El Paso's Amendment No. 2 to the Registration Statement on
Form S-4 (Registration No. 333-75781), filed with the
Securities and Exchange Commission on April 30, 1999).
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* Previously filed
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: April 30, 1999
SONAT INC.
By: /s/ WILLIAM A. SMITH
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Name: William A. Smith
Title: Executive Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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Exhibit 1* -- Agreement and Plan of Merger, dated as of March 13, 1999, by
and between Sonat Inc. and El Paso Energy Corporation
(incorporated by reference to Exhibit 2.1 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 2* -- El Paso Stock Option Agreement, dated as of March 13, 1999, by
and between Sonat Inc. and El Paso Energy Corporation
(incorporated by reference to Exhibit 99.1 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 3* -- Sonat Stock Option Agreement, dated as of March 13, 1999, by
and between Sonat Inc. and El Paso Energy Corporation
(incorporated by reference to Exhibit 99.2 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 4* -- Voting Agreement, dated as of March 13, 1999, by and
between El Paso Energy Corporation, Selim K. Zilkha, in his
individual capacity and in his capacity as trustee of the
Selim K. Zilkha Trust, and Michael Zilkha (incorporated by
reference to Exhibit 99.3 to Sonat's Current Report on Form
8-K, filed with the Securities and Exchange Commission on
March 15, 1999).
Exhibit 5* -- Voting Agreement, dated as of March 13, 1999, by and
between El Paso Energy Corporation and Ronald L. Kuehn, Jr.
(incorporated by reference to Exhibit 99.4 to Sonat's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 1999).
Exhibit 6 -- Second Amended and Restated Agreement and Plan of Merger,
dated as of March 13, 1999, by and between Sonat Inc. and
El Paso Energy Corporation (incorporated by reference to 2.1
to El Paso's Amendment No. 2 to the Registration Statement on
Form S-4 (Registration No. 333-75781), filed with the
Securities and Exchange Commission on April 30, 1999).
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* Previously filed
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