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: November 30,
2006
(Date
of Earliest
Event Reported)
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:
ྑ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
ྑ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
ྑ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
ྑ Pre-commencement
communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
December 1, 2006,
our Board of Directors elected Steven J. Shapiro to serve on the Board
of
Directors to be effective immediately. Mr. Shapiro will serve on the
Audit and
Compensation Committees of the Board. There are no material relationships
or
transactions between Mr. Shapiro and El Paso or any of El Paso’s
directors, executive officers, or major security holders, or the immediate
family members of any such person. In addition, there are no family
relationships between Mr. Shapiro and any director or executive officer
of El
Paso.
Mr.
Shapiro will be
compensated for his services on the Board under our 2005 Compensation
Plan for
Non-Employee Directors. Pursuant to the 2005 Compensation Plan for
Non-Employee
Directors, Mr. Shapiro will receive an annual retainer of $80,000,
$20,000 of
which is required to be paid in deferred shares of our common stock
and the
remaining $60,000 of which is paid at the election of Mr. Shapiro in
any
combination of cash, deferred cash or deferred shares of common stock.
To the
extent Mr. Shapiro elects to receive deferred shares rather than cash,
he will
be credited with deferred shares with a value representing a 25 percent
premium
to the cash retainer he would otherwise have received. Mr. Shapiro
will also
receive an annual long-term equity credit in the form of deferred shares
of our
common stock (excluding any premium) equal to the amount of the annual
retainer.
Mr. Shapiro will not be entitled to receive any deferred amounts until
he ceases
to be a director of El Paso.
Effective
December 1,
2006, we entered into an indemnification agreement with Mr. Shapiro
that
reiterates Mr. Shapiro’s rights to indemnification that are provided to all of
our directors and certain of our officers under our By-laws, clarifies
procedures related to those rights, and provides that such rights are
also
available to fiduciaries under certain of our employee benefit plans.
As is the
case under our By-laws, the agreement provides for indemnification
to the full
extent permitted by Delaware law, including the right to be paid the
reasonable
expenses (including attorneys’ fees) incurred in defending a proceeding related
to service as a director in advance of that proceeding’s final disposition. In
the event of a change in control of El Paso (as defined in the agreement),
we
are obligated to pay the costs of independent legal counsel who will
provide
advice concerning the rights under the agreement to indemnity payments
and
advances.
A
copy of the press
release dated December 1, 2006 announcing the election of Mr. Shapiro
is
attached as Exhibit 99.A to this Current Report on Form 8-K and is
incorporated
into this Item 5.02 by reference.
Item
8.01 Other Events.
On
November 30, 2006,
our
subsidiary, El Paso Marketing, L.P., permanently divested all of its
capacity on
the Alliance Pipeline System to PPM Energy, Inc. and PPM Energy Canada
Ltd.
El Paso Marketing paid PPM $188 million in exchange for the assignment
and
assumption of capacity payments beginning November 1, 2007 through
the term of
the contract ending November 30, 2015. The 145,750 thousand cubic feet
per day
of divested capacity runs from Western Canadian supply basins in British
Columbia and Alberta to the Chicago market area.
A
copy of the press
release dated November 30, 2006 announcing this divestiture is attached
as
Exhibit 99.B to this Current Report on Form 8-K and is incorporated
into this
Item 8.01 by reference. The press release incorrectly states that the
divested
capacity is 145, 750 million cubic feet per day. The correct capacity
is 145,750
thousand cubic feet per day as described above.
Item
9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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99.A
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Press
Release
dated December 1, 2006.
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99.B
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Press Release dated November 30, 2006. |
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: December
1, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.A
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Press
Release
dated December 1, 2006.
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99.B
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Press Release dated November 30, 2006. |