UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 2 to
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO
SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
EL
PASO
CORPORATION
(Exact
name of
registrant as specified in its charter)
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Delaware
(State
of
incorporation or organization)
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76-0568816
(I.R.S.
Employer Identification No.)
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1001
Louisiana Street
Houston,
Texas
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77002
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(Address
of
principal executive offices)
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(Zip
Code)
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Securities
to be
registered pursuant to Section 12(b) of the Act:
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Title
of each
class to be so registered
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Name
of each
exchange on which each class is to be registered
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Common
stock ($3.00 par value)
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New
York Stock Exchange
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If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. x
If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. o
Securities
Act
registration statement file number to which this form relates: Not
applicable
(if
applicable)
Securities
to be
registered pursuant to Section 12(g) of the Act: None
EXPLANATORY
NOTE
El
Paso Corporation
(the “Company”)
hereby amends
the description of its capital stock found in Item 1 of the Company’s Form
8-A/A, filed August 26, 2003 (the “Form
8-A/A”),
to reflect the
contents of its Second Amended and Restated Certificate of Incorporation
(as so
amended and restated, the “Charter”)
and its by-laws,
as amended (the “By-Laws”).
The description
found in Item 1 of the Form 8-A/A is amended to read in its entirety as
follows:
Item
1.
Description
of Registrant’s Securities to be Registered.
The
following is a
summary of the key terms and provisions of the Company’s capital stock. The
descriptions set forth below of the Company’s capital stock constitute brief
summaries of certain provisions of the Charter and By-Laws and are qualified
in
their entirety by reference to the relevant provisions of such documents,
all of
which are listed under Item 2 as exhibits to this Registration Statement
and are
incorporated herein by reference.
The
authorized
capital stock of the Company consists of common stock, par value $3.00 per
share, and preferred stock, par value $0.01 per share.
Common
Stock
The
Company is
authorized by its Charter to issue up to 1,500,000,000 shares of common stock.
The holders of common stock are entitled to one vote for each share held
of
record on all matters submitted to a vote of stockholders. Holders of common
stock do not have the right to cumulate votes in the election of directors.
Subject to preferences that may be applicable to any outstanding preferred
stock, holders of common stock are entitled to receive ratably dividends
which
are declared by the Company’s board of directors (the “Board”) out of funds
legally available for such a purpose. In the event of the Company’s liquidation,
dissolution, or winding up, holders of common stock are entitled to share
ratably in all assets remaining after payment of liabilities and liquidation
preference of any outstanding preferred stock. Holders of common stock have
no
preemptive rights and have no rights to convert their common stock into any
other securities. The common stock is not redeemable. All of the outstanding
shares of common stock are fully paid and nonassessable upon issuance against
full payment of the purchase price. As of March 1, 2006, there were 659,221,957
shares of common stock outstanding.
Preferred
Stock
The
Board, without
any further action by the Company’s stockholders, is authorized to issue up to
50,000,000 shares of preferred stock, and to divide the preferred stock into
one
or more series. The Board will fix by resolution or resolutions any of the
designations and the powers, preferences and rights, and the qualifications,
limitations, or restrictions which are permitted by the General Corporation
Law
of the State of Delaware of the shares of each such series. The issuance
of
preferred stock may have the effect of delaying, deterring, or preventing
a
change in control of the Company. Preferred stock, upon issuance against
full
payment of the purchase price therefor, will be fully paid and nonassessable.
The designations, powers, preferences and rights, and the qualifications,
limitations, or restrictions of the preferred stock will vary depending on
the
series, therefore reference to the certificate of designation relating to
that
particular series of preferred stock should be made for a complete description
of terms. As of March 1, 2006, 900,000 shares of the Company’s authorized
preferred stock had been designated as 4.99% Convertible Perpetual Preferred
Stock, of which there were 750,000 shares issued and outstanding.
4.99%
Convertible Perpetual Preferred Stock
The
description of
the Company’s 4.99% Convertible Perpetual Preferred Stock (liquidation
preference $1,000 per share) (the “4.99% Preferred Stock”) is incorporated by
reference from the Prospectus relating to the 4.99% Preferred Stock filed
with
the Securities and Exchange Commission pursuant to Rule 424(b) of the rules
and
regulations under the Securities Act of 1933, as amended, on February 13,
2006
(the “Prospectus”).
The Prospectus
is deemed to be incorporated by reference into this registration statement.
As
of March 1, 2006, there were 750,000 shares of 4.99% Preferred Stock issued
and
outstanding.
Section
203 of the Delaware General Corporation Law
The
Company is a
Delaware corporation subject to Section 203 of the Delaware General Corporation
Law. Generally, Section 203 prohibits a publicly held Delaware corporation
from
engaging in a “business combination” with an “interested stockholder” for a
period of three years after the time of the transaction in which the person
became an interested stockholder, unless (1) prior to such time, either the
business combination or such transaction which resulted in the stockholder
becoming an interested stockholder is approved by the board of directors
of the
corporation, (2) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder
owns
at least 85% of the outstanding voting stock, or (3) at or subsequent such
time,
the business combination is approved by the board of directors of the
corporation and by the affirmative vote at least 66⅔% of the outstanding voting
stock that is not owned by the interested stockholder. A “business combination”
includes merger, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. An “interested stockholder” is a person
who, together with affiliates and associates, owns, or, within three years,
did
own, 15% or more of the corporation’s outstanding voting stock.
El
Paso’s Charter and By-laws
The
following
provisions in the Company’s Charter or By-laws may make a takeover of the
Company more difficult:
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●
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the
Company’s Charter prohibits
the taking of any action by written stockholder consent in lieu of
a
meeting;
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●
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the
Company’s By-laws provide
that special meetings of stockholders may be called only by a majority
of
the Board, the Chairman of the Board, the Chief Executive Officer or
the President; and
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● |
the
Company’s
By-laws establish an advance notice procedure for stockholders to
make
nominations of candidates for election as directors or to bring other
business before an annual meeting of
stockholders.
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Item
2.
Exhibits
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Exhibit
Number
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Description
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3.A
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Second
Amended and Restated Certificate of Incorporation of El Paso (incorporated
by reference to Exhibit 3.A of El Paso’s Current Report on Form 8-K filed
May 31, 2005).
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3.B
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By-Laws
of El
Paso effective as of February 14, 2006 (incorporated by reference
to
Exhibit 3.B to El Paso’s Current Report on Form 8-K filed February 16,
2006).
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SIGNATURE
Pursuant
to the
requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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EL
PASO CORPORATION
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By:
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/s/
David
L. Siddall
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David
L. Siddall
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Vice
President, Chief Governance Officer and
Corporate
Secretary
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Dated:
March 7, 2006
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Exhibit
Index
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Exhibit
Number
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Description
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3.A
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Second
Amended and Restated Certificate of Incorporation of El Paso (incorporated
by reference to Exhibit 3.A of El Paso’s Current Report on Form 8-K filed
May 31, 2005).
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|
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3.B
|
By-Laws
of El
Paso effective as of February 14, 2006 (incorporated by reference
to
Exhibit 3.B to El Paso’s Current Report on Form 8-K filed February 16,
2006).
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