UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No.
1)
CURRENT
REPORT
Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report:
May 9,
2006
(Date
of Earliest
Event Reported: April 12, 2006)
EL
PASO
CORPORATION
(Exact
name of
Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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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. 1) 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 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, on April 12,
2006,
the Audit Committee of our Board of Directors (“Audit Committee”) 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 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 material weaknesses as of December 31, 2004 regarding the
following: (i) access to financial application programs and data; (ii)
account reconciliations and (iii) identification, capture and communication
of
financial data used in accounting for non-routine transactions or
activities. Such material weaknesses are 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
weaknesses with PricewaterhouseCoopers and has authorized PricewaterhouseCoopers
to respond fully to the inquiries of E&Y concerning such material
weaknesses. 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
was asked to furnish us a letter, addressed to the SEC stating whether or
not it
agreed with the above statements. A copy of that letter, which was originally
dated April 18, 2006 and now has been updated to May 8, 2006, 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 CORPORATION
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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 and Controller
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(Principal Accounting
Officer)
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Dated:
May 9, 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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