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:
April
18,
2006
(Date
of Earliest
Event Reported: April 12, 2006)
EL
PASO
NATURAL GAS COMPANY
(Exact
name of
Registrant as specified in its charter)
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Delaware
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1-2700
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74-0608280
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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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
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant
On
April 12, 2006,
the Audit Committee of the Board of Directors of El Paso Corporation, our
parent, appointed Ernst & Young LLP (E&Y)
as our independent registered public accounting firm for
the
fiscal year ending December 31, 2006, and dismissed PricewaterhouseCoopers
LLP
(“PricewaterhouseCoopers”), our current independent registered public accounting
firm. Please see the Audit Committee's Report in our Notice of Annual
Meeting of Stockholders and Proxy Statement, which was filed with the Securities
and Exchange Commission on March 30, 2006, for information regarding
the proposal process. PricewaterhouseCoopers will complete its
procedures regarding our unaudited condensed quarterly financial statements
for the quarter ended March 31, 2006 and the Form
10-Q in
which such financial statements will be included. Upon completion of such
procedures, PricewaterhouseCoopers will be replaced by E&Y as our
independent registered public accounting firm.
PricewaterhouseCoopers’
reports on our consolidated financial statements as of
December 31, 2005 and 2004, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During
the fiscal years ended December 31, 2005 and 2004, and through April 12,
2006, there were no disagreements with PricewaterhouseCoopers on any matters
of
accounting principles or practices, financial statement disclosure, or
auditing
scope or procedure, which, if not resolved to PricewaterhouseCoopers’
satisfaction, would have caused PricewaterhouseCoopers to make reference
thereto in its reports on the financial statements for such years.
During
the fiscal
years ended December 31, 2005 and 2004, and through April 18, 2006, there
have been no “reportable events” as defined in Item 304(a)(1)(v) of Regulation
S-K, except for a material weakness as of December 31, 2004 regarding
access to financial application programs and data. Such material weakness
is described in Item 9A, the "Controls and Procedures" section of our
Annual Report on Form 10-K for the year ended December 31, 2004. The Audit
Committee discussed the material weakness with PricewaterhouseCoopers and
has
authorized PricewaterhouseCoopers to respond fully to the inquiries of
E&Y
concerning such material weakness. As
described in our
2005 Annual Report on Form 10-K, we concluded that our disclosure controls
and
procedures, as well as our internal control over financial reporting, were
effective as of December 31, 2005.
PricewaterhouseCoopers
has been asked to furnish us a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements.
A copy of
that letter, dated April 12, 2006, is filed as Exhibit 99.A to this Form
8-K. We
will file an amendment to this Form 8-K after we file our Quarterly Report
on
Form 10-Q for the quarterly period ended March 31, 2006, to update the
disclosures regarding disagreements and reportable conditions through the
date
of filing of the Form 10-Q.
During
our two most
recent fiscal years ended December 31, 2005 and 2004, and through the
date hereof, we did not consult with E&Y regarding any of the matters or
events set forth in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of
Regulation S-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.A
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Letter
dated
April 18, 2006 to the Securities and Exchange Commission from
PricewaterhouseCoopers LLP.
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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 thereunto
duly
authorized.
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EL
PASO NATURAL GAS COMPANY
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior Vice
President, Chief Financial Officer and
Controller
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(Principal Accounting
and Financial Officer)
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Dated:
April 18,
2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.A
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Letter
dated
April 18, 2006 to the Securities and Exchange Commission from
PricewaterhouseCoopers LLP.
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