UNITED STATES 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 Report: July 9, 2004 (Date of Earliest Event Reported: July 9, 2004) EL PASO CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-14365 76-0568816 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation or organization) El Paso Building 1001 Louisiana Street Houston, Texas 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 420-2600 Item 5. Other Events and Regulation FD Disclosure ----------------------------------------- On July 9, 2004, we issued a press release to announce that our subsidiary, El Paso Production Holding Company (EPPH), has entered into an agreement with the holders of a majority of its 7 3/4% senior notes due 2013, issued and outstanding under its indenture dated May 23, 2003. The agreement with the noteholders provides for a waiver of its breach of the covenant to timely file its annual and quarterly reports with the Securities and Exchange Commission. In connection with the wavier, EPPH has agreed to modify the covenants under this indenture with respect to affiliated party transactions. A copy of the press release is attached as Exhibit 99.A and is incorporated herein by reference. The form of consent and the related form of supplemental indenture are attached as Exhibit 99.B and are incorporated herein by reference. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits. Exhibit Number Description ------- ----------- 99.A Press Release dated July 9, 2004. 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 thereunto duly authorized. EL PASO CORPORATION By: /s/ Jeffrey I. Beason --------------------------- Jeffrey I. Beason Senior Vice President and Controller (Principal Accounting Officer) Dated: July 9, 2004 EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.A Press Release dated July 9, 2004.