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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
El Paso Energy Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
283905 10 7
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(CUSIP Number)
Joseph Romano
1001 McKinney, Suite 1900
Houston, Texas 77002
(713) 265-0272
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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 Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(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. See Rule 13d-7 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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SCHEDULE 13D
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CUSIP NO. 283905107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Selim K. Zilkha, individually and as Trustee of the Selim K. Zilkha
Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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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
14,121,916 shares**
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 14,121,916 shares**
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,121,916 shares **
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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)
6.2% (based upon the number of shares of El Paso common stock
outstanding as of August 9, 1999 and the number of shares of Sonat
Inc. common stock outstanding as of July 31, 1999)
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**Includes 2,100 shares directly owned by Selim K. Zilkha, options to acquire
3,000 shares directly owned by Selim K. Zilkha, and 14,116,816 shares indirectly
owned by Selim K. Zilkha.
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SCHEDULE 13D
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CUSIP NO. 283905107
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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) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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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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7 SOLE VOTING POWER
14,116,816 shares
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 14,116,816 shares
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,116,816 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (based upon number of shares of El Paso common stock outstanding
as of August 9, 1999 and the number of shares of Sonat Inc. common
stock outstanding as of July 31, 1999)
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14 TYPE OF REPORTING PERSON
OO; Trust
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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INTRODUCTORY STATEMENT
On October 25, 1999, as a result of the consummation of the
transactions contemplated by the Second Amended and Restated Agreement and Plan
of Merger, dated as of March 13, 1999, between El Paso Energy Corporation ("El
Paso") and Sonat Inc. (the "Second Amended Merger Agreement"), Selim K. Zilkha
and the Selim K. Zilkha Trust (together, the "Reporting Persons") received an
aggregate of 14,118,916 shares of common stock, par value $3.00 per share, of El
Paso ("El Paso Common Stock"). In addition, Selim K. Zilkha was appointed to the
board of directors of El Paso and received options to purchase 3,000 shares of
El Paso Common Stock in connection with such appointment. This Amendment No. 2
to Schedule 13D is being filed by the Reporting Persons to reflect the
consummation of the merger of Sonat Inc. with and into El Paso (the "Merger"),
the Reporting Persons' receipt of El Paso Common Stock in connection therewith,
the appointment of Selim K. Zilkha to El Paso's board of directors and his
receipt of options to purchase El Paso Common Stock.
Except as specifically provided herein, this Amendment No. 2 does
not modify any of the information previously reported on Amendment No. 1 to this
Schedule 13D.
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 in Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented to include the
following:
The shares of El Paso Common Stock being reported on in this
Amendment No. 2 to Schedule 13D were acquired by the Reporting Persons as a
result of the consummation of the Merger using the "Parent Merger" structure
provided for in the Second Amended Merger Agreement whereby each outstanding
share of Sonat Common Stock, including shares held by the Reporting Persons, was
converted into the right to receive one share of El Paso Common Stock. In
addition, El Paso granted Selim K. Zilkha options to purchase 3,000 shares of El
Paso Common Stock in connection with his appointment as a director of El Paso.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and 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
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Amended Merger Agreement amended the Merger Agreement to provide that the board
of directors of El Paso would be comprised of 12 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 Sonat'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 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, each
outstanding share of Sonat Common Stock was converted into the right to receive
one share of El Paso Common Stock. In addition, the board of directors of El
Paso was expanded to 12 members, and Selim K. Zilkha was appointed as one of the
new directors. El Paso will be required to comply with the obligations of Sonat
Inc. contained in the Registration Rights Agreement as if El Paso were Sonat
Inc., 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 Sonat Common
Stock and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
(a) El Paso reported in its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999 that 117,823,192 shares of El Paso Common
Stock were outstanding as of August 9, 1999. Sonat reported in its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1999 that
110,072,057 shares of Sonat Common Stock were outstanding. The Reporting Persons
may be deemed to beneficially own 14,121,916 shares of El Paso Common Stock
(including options to acquire 3,000 shares of El Paso Common Stock), or
approximately 6.2% of all outstanding shares of El Paso Common Stock based upon
publicly available information regarding the outstanding common stock of each
company. The number of shares and corresponding percentage of the outstanding
shares of El Paso Common Stock each Reporting Person may be deemed to
beneficially own is set forth on the cover pages of this Amendment No. 2 to
Schedule 13D. Such information is incorporated herein by reference. Since Selim
K. Zilkha has the sole power to vote and to dispose of shares held by the Selim
K. Zilkha Trust, he is deemed to beneficially own the shares held by the trust.
The options owned by Selim K. Zilkha are exercisable
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within 60 days at an exercise price of $42.125 per share, which was the fair
market value on the date of grant. The options have a term of 10 years.
(b) The number of shares of El Paso 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 each Reporting Person is set
forth on the cover pages of this Amendment No. 2 for Schedule 13D, and such
information is incorporated herein by reference.
(c) There have been no reportable transactions with respect to El
Paso Common Stock within the last 60 days by either Reporting Person except for
the acquisition of beneficial ownership of shares being reported on this
Amendment No. 2 to Schedule 13D, which consists of (1) the shares of El Paso
Common Stock received by the Reporting Persons in exchange for the shares of
Sonat Common Stock owned by them prior to the Merger and (2) the options to
acquire 3,000 shares of El Paso Common Stock granted to Selim K. Zilkha in
connection with his appointment as a director of El Paso.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented to include the
following:
For so long as he serves as a director of El Paso, Selim K.
Zilkha will be entitled to participate in the employee benefit plans of El Paso
applicable to the company's non-employee directors, including, but not limited
to, El Paso's Stock Option Plan for Non-Employee Directors and El Paso's 1995
Compensation Plan for Non-Employee Directors, as such plans may be amended from
time to time. Mr. Zilkha may receive additional shares of El Paso Common Stock
in the future as a result of his participation in such benefit plans.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith or incorporated by reference as
exhibits to this Amendment No. 2 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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SIGNATURES
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
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Selim K. Zilkha, as Trustee of the
Selim K. Zilkha Trust
/s/ SELIM K. ZILKHA
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Selim K. Zilkha
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SCHEDULE I
Name: Selim K. Zilkha
Address: 1001 McKinney, Suite 1900
Houston, Texas 77002
Occupation: Investor
Name: Selim K. Zilkha Trust
Address: 1001 McKinney, Suite 1900
Houston, Texas 77002
Occupation: N/A
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