-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IlP35YByGmYFzrFf12LkYBqK8pxUvoOkViOtCiPLPPBpXOlmviL/M5yLgQ35DTlt EEZgy7JgptmqCAJ84ty+VA== 0000895345-03-000380.txt : 20030723 0000895345-03-000380.hdr.sgml : 20030723 20030606145015 ACCESSION NUMBER: 0000895345-03-000380 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030606 EFFECTIVENESS DATE: 20030606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EL PASO CORP/DE CENTRAL INDEX KEY: 0001066107 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760568816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14365 FILM NUMBER: 03735747 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA ST, SUITE 2955A STREET 2: EL PASO BLDG CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7134202600 MAIL ADDRESS: STREET 1: 1001 LOUISIANA ST STREET 2: SUITE 2955A CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: EL PASO ENERGY CORP/DE DATE OF NAME CHANGE: 19980716 DEFA14A 1 gcdefa14a74.txt - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 EL PASO CORPORATION - ------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) - ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: --------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: --------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): --------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: --------------------------------------------------------------------- (5) Total fee paid: --------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: --------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: --------------------------------------------------------------------- (3) Filing Party: --------------------------------------------------------------------- (4) Date Filed: - ------------------------------------------------------------------------------- The following voting instruction card was sent to members of the Burlington Northern Employee Stock Purchase Plan on June 5, 2003 WHITE PROXY CARD CONFIDENTIAL VOTING INSTRUCTIONS EL PASO CORPORATION ANNUAL MEETING OF STOCKHOLDERS - JUNE 17, 2003 [GRAPHIC OMITTED] SHARES AS OF MAY 2, 2003: TO: COMPUTERSHARE TRUST COMPANY, TRUSTEE BURLINGTON NORTHERN EMPLOYEE STOCK PURCHASE PLAN The undersigned hereby directs the Trustee to vote, in person or by proxy, the full and fractional shares of common stock of El Paso Corporation credited to my account under the referenced Plan at the close of business on May 2, 2003, the record date, at the Annual Meeting of Stockholders to be held at the George R. Brown Convention Center, 1001 Avenida de las Americas, Houston, Texas 77010 on Tuesday, June 17, 2003 at 2:00 p.m. (local/Central time), and at any adjournment(s) or postponement(s) of such meeting for the purpose identified on the reverse side of this proxy and with discretionary authority as to any other matters that may properly come before the Annual Meeting. Signing and dating this proxy card will have the effect of revoking any Zilkha/Wyatt proxy card you may have signed on an earlier date, and will constitute a revocation of all previously granted authority to vote with respect to the proposals included on the Zilkha/Wyatt proxy card. If this proxy is completed, dated, signed and returned in the accompanying envelope to the Trustee by June 13, 2003, the shares of stock represented by this proxy will be voted in the manner directed herein by the undersigned. If this proxy is properly executed and returned without direction given, the shares represented by this proxy will be voted FOR proposals 1, 2, 3, and 4 and against proposals 5, 6, 7, 8, 9, 10, and 11. TO BE COMPLETED, SIGNED AND DATED ON REVERSE SIDE. |X| Please mark votes as in this example THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.
1. Election of Directors. FOR All Nominees WITHHOLD Authority to Nominees: listed Vote for All Nominees listed (01) John M. Bissell, (02) Juan Carlos Braniff, (03) James L. Dunlap, (04) Robert W. Goldman, | | | | (05) Anthony W. Hall, Jr., (06) Ronald L. Kuehn, Jr., (07) J. Carleton MacNeil, Jr., (08) Thomas R. McDade, (09) J. Michael Talbert, (10) Malcolm Wallop, | | (11) John L. Whitmire, (12) Joe B. Wyatt. ---------------------------------------- FOR all nominees except as noted above 2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent certified public accountants for fiscal year FOR | | AGAINST | | ABSTAIN | | ending December 31, 2003. 3. Proposal to amend our Certificate of Incorporation to eliminate Article 12 containing a "fair price" provision. FOR | | AGAINST | | ABSTAIN | | 4. Proposal to amend our Certificate of Incorporation to eliminate our Series A Junior Participating Preferred Stock. FOR | | AGAINST | | ABSTAIN | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 5, 6, 7, 8, 9, 10 AND 11. 5. Zilkha proposal to amend By-laws to fix the number of FOR | | AGAINST | | ABSTAIN | | directors at nine. 6. Zilkha proposal to amend By-laws to delete advance notice FOR | | AGAINST | | ABSTAIN | | provisions applicable to director nominations. 7. Zilkha proposal to amend By-laws to repeal changes made after November 7, 2002. FOR | | AGAINST | | ABSTAIN | | 8. Zilkha proposal for sequence for presentation of proposals. FOR | | AGAINST | | ABSTAIN | | 9. Stockholder proposal regarding pay disparity report. FOR | | AGAINST | | ABSTAIN | | 10. Stockholder proposal regarding indexed options for senior executives. FOR | | AGAINST | | ABSTAIN | | 11. Stockholder proposal regarding stockholder approval of any adoption of a poison pill. FOR | | AGAINST | | ABSTAIN | |
- ---------------------------------- ----------------------- SIGNATURE DATE - ---------------------------------- ----------------------- SIGNATURE DATE PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Please sign exactly as your name appears. If acting as attorney, executor, trustee or in other representative capacity, sign name and title. If a corporation, please sign in full corporation name by president or other authorized officr. If a partnership, please sign in partnership name by authorized person. If held jointly, both parties must sign and date. -----END PRIVACY-ENHANCED MESSAGE-----