UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No.
2)
CURRENT
REPORT
Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report:
May 8,
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))
EXPLANATORY
NOTE
This
Amended Report
on Form 8-K/A (Amendment No. 2) is being filed with the Securities and
Exchange Commission (“SEC”) to update the disclosures originally reported in our
Current Report on Form 8-K filed with the SEC on April 18, 2006, as amended
on
Form 8-K/A and filed with the SEC on April 24, 2006 (Amendment No. 1), regarding
the change in our certifying accountant. This amended report amends the
previously filed report in its entirety.
Item
4.01 Changes in Registrant’s Certifying Accountant
As
previously
disclosed in a Form 8-K filed with the SEC on April 18, 2006, as amended on
Form 8-K/A and filed with the SEC on April 24, 2006, on April 12, 2006, the
Audit Committee of the Board of Directors (“Audit Committee”) of El Paso
Corporation (“El Paso”), our parent, appointed
Ernst & Young LLP (“E&Y”) as its 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. On
April 17, 2006, our Board of Directors approved the Audit Committee’s
decision and appointed E&Y as our independent registered public accounting
firm for the fiscal year ending December 31, 2006. Please see the Audit
Committee's Report in El Paso’s Notice of Annual Meeting of Stockholders and
Proxy Statement, which was filed with the SEC on March 30, 2006, for
information regarding the proposal process. At April 12, 2006,
PricewaterhouseCoopers had agreed to complete its procedures regarding our
unaudited condensed financial statements for the quarter ended
March 31, 2006 and the Form 10-Q in which such financial statements
would be included. PricewaterhouseCoopers has now completed those
procedures and the Form 10-Q in which such financial statements were
included was filed with the SEC on May 5, 2006.
PricewaterhouseCoopers’
reports on our consolidated financial statements as of and for the years ended
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 May 5, 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 May 5, 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 were effective
as
of December 31, 2005.
PricewaterhouseCoopers
was asked to furnish us a letter, addressed to the Securities and Exchange
Commission stating whether or not it agreed with the above statements. A copy
of
that letter, which was originally dated April 18, 2006, and updated in the
Form
8-K/A filed on April 24, 2006, has now been updated to May 8, 2006 and
is filed as Exhibit 99.A to this Form 8-K.
During
our two most
recent fiscal years ended December 31, 2005 and 2004, and through
May 5, 2006, 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
May 8, 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:
May 8, 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
May 8, 2006 to the Securities and Exchange Commission from
PricewaterhouseCoopers LLP.
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