-----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, Tb7WTmSOJdouPsgkuY7zW/c66GarD3z6CN9Aysvi5ykuRf7mMIf+jk7iO69FvO26 XH0ONunUw8iZxB3GsCrTDQ== 0000895345-00-000023.txt : 20000202 0000895345-00-000023.hdr.sgml : 20000202 ACCESSION NUMBER: 0000895345-00-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRYSTAL GAS STORAGE INC CENTRAL INDEX KEY: 0000745907 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 720163810 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-09234 FILM NUMBER: 508023 BUSINESS ADDRESS: STREET 1: 229 MILAM ST CITY: SHREVEPORT STATE: LA ZIP: 71101 BUSINESS PHONE: 3182227791 FORMER COMPANY: FORMER CONFORMED NAME: CRYSTAL OIL CO DATE OF NAME CHANGE: 19950719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EL PASO ENERGY 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: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7134202131 MAIL ADDRESS: STREET 1: 1001 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* CRYSTAL GAS STORAGE, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE - ------------------------------------------------------------------------------- (Title of Class of Securities) 229241104 - ------------------------------------------------------------------------------- (CUSIP Number) BRITTON WHITE JR. EL PASO ENERGY ACQUISITION CO. C/O EL PASO ENERGY CORPORATION 1001 LOUISIANA STREET HOUSTON, TEXAS 77002 (713) 420-2131 COPY: GARY P. COOPERSTEIN, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NEW YORK 10004 (212) 859-8000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 2000 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13(g), check the following box. [ ] - ------------------ * This represents the final amendment. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. CUSIP No. 229241104 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EL PASO ENERGY CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES SEE ITEM 5 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH - 0 - REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH SEE ITEM 5 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON CO CUSIP No. 229241104 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CRYSTAL GAS STORAGE, INC. (FORMERLY EL PASO ENERGY ACQUISITION CO.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES - 0 - BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH - 0 - REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH - 0 - 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON CO ITEM 1. Security and Issuer ------------------- This Amendment No. 1 to Schedule 13D (which constitutes the Final Amendment) amends and supplements the Schedule 13D originally filed on October 22, 1999 (the "Schedule 13D") by El Paso Energy Corporation, a Delaware corporation ("El Paso") and El Paso Energy Acquisition Co., a Delaware Corporation and a direct wholly owned subsidiary of El Paso ("Merger Sub") and relates to the common stock, $0.01 par value per share ("Crystal Common Stock"), of Crystal Gas Storage, Inc., a Louisiana corporation (the "Issuer" or "Crystal"). The principal executive offices of the Issuer are located at 1001 Louisiana Street, Houston, Texas 77002. ITEM 4. Purpose of Transaction ---------------------- ITEM 5. Interest in Securities of the Issuer ------------------------------------ Item 4 and Items 5(a) - (c) are hereby amended and supplemented by the addition of the following information: On January 5, 2000, pursuant to the terms and conditions of the Merger Agreement (as defined on the Schedule 13D), Crystal was merged into Merger Sub (which changed its name to Crystal Gas Storage, Inc. in connection with the Merger) such that Crystal became a wholly owned subsidiary of El Paso (the "Merger"). By virtue of the Merger, each share of Issuer Common Stock (other than shares held by Issuer or El Paso or any of their subsidiaries and other than shares held by shareholders, if any, who perfect their appraisal rights under Louisiana law) was converted into the right to receive $57.00 in cash, without interest thereon. As a result of the Merger, El Paso now beneficially owns 100% of the outstanding shares of common stock of Issuer. ITEM 7. Material to Be Filed as Exhibits -------------------------------- Exhibit 99.1 -- First Amendment to Agreement and Plan of Merger, dated as of December 2, 1999 among El Paso Energy Corporation, El Paso Energy Co. and Crystal Gas Storage, Inc. Exhibit 99.2 -- Press Release. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. EL PASO ENERGY CORPORATION By: /s/ C. Dana Rise ---------------------------- Name: C. Dana Rise Title: Senior Vice President and Treasurer CRYSTAL GAS STORAGE, INC. By: /s/ C. Dana Rise --------------------------- Name: C. Dana Rise Title: Vice President and Treasurer Dated: January 13, 2000 EX-99.1 2 EXHIBIT 99.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment") dated as of December 2,1999, among EL PASO ENERGY CORPORATION, a Delaware corporation ("Parent"), EL PASO ENERGY ACQUISITION CO., a Delaware corporation ("Sub") and a wholly owned subsidiary of Parent, and CRYSTAL GAS STORAGE, INC., a Louisiana corporation (the "Company"). WHEREAS, Parent, Sub and the Company entered into an Agreement and Plan of Merger dated October 15, 1999 (the "Original Agreement"), providing for, among other things, the merger of the Company with and into Sub, whereby each issued and outstanding share of common stock of the Company not owned directly or indirectly by Parent or the Company will be converted into the right to receive $57 per share; WHEREAS, Parent, Sub and the Company desire to amend the terms of the Original Agreement as set forth herein; and WHEREAS, the parties to the Shareholders Agreements (as defined in the Original Agreement) have agreed that this First Amendment would not have any adverse effect on such parties and therefore will not terminate, modify or amend their obligations under the Shareholders Agreements and that the Shareholders Agreements shall remain unchanged and in full force and effect; NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties agree as follows: SECTION 1. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Original Agreement. SECTION 2. Section 3.1(h) is hereby amended by replacing the second sentence thereof with the following: "Except for the approval of the Merger by the holders of two-thirds of all the votes entitled to be cast on the matter, voting together as a class pursuant to which each Share is entitled to one vote and each share of Senior Preferred Stock is entitled to .001 votes per share (unless the shares of Senior Preferred Stock have been called for redemption prior to such meeting and the provisions of Louisiana Revised Statute 12:75 shall have been satisfied so that such shares shall not be entitled to vote at such meeting) ("Company Stockholder Approval"), no other stockholder action on the part of the Company is required for approval of the Merger and the transactions contemplated hereby." SECTION 3. Parent, Sub and the Company currently expect that the Company Stockholder Approval and the Effective Time of the Merger will take place on January 5, 2000. Parent and Sub hereby agree that the Company's efforts to prepare and file a preliminary Proxy Statement with the SEC and to duly call, give notice of, convene and hold a meeting of its stockholders at any time prior to January 15, 2000, satisfy the requirements of (1) Sections 5.1(a) and 5.1(b) of the Original Agreement for the Company to take such actions as soon as practicable and (2) Section 5.3(a) of the Original Agreement for the Company to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Original Agreement. SECTION 4. Clause (i) of Section 5.3(b) of the Original Agreement is amended by replacing it in its entirety with the following: "(i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any respect (provided that with respect to the Company's obligations regarding its representations and warranties, this requirement shall, after December 2, 1999, only apply with respect to such representations and warranties to the extent they are untrue or inaccurate in any respect due to an act or omission of the Company and/or its subsidiaries)". SECTION 5. Section 6.2(b) of the Original Agreement is amended by inserting the following at the end thereof: "provided, further, that for purposes of determining whether the representations and warranties of the Company are true and correct in all material respects as of the Effective Time of the Merger, between December 2, 1999 and the Effective Time of the Merger such representations and warranties may only become untrue or incorrect due to acts or omissions of the Company and/or its subsidiaries;" SECTION 6. Parent acknowledges and agrees that, to the Parent's knowledge, as of the date hereof, Company has performed in all material respects all obligations to be performed by it under the Original Agreement. SECTION 7. Exhibit A to the Original Agreement is amended by replacing items 8 and 10, respectively, thereon with the following: "8. Convert Crystal Eurasia Oil Company from a Delaware corporation into a Delaware limited liability company or dissolve this inactive subsidiary." "10. Merge Crystal Exploration and Production Company, a Florida corporation, into a newly created Delaware limited liability company." SECTION 8. This First Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except that matters pertaining to the merger of the Company into Sub shall be governed by the DGCL and the LBCL to the extent of their applicability to the Merger. SECTION 9. This First Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. SECTION 10. As amended by this First Amendment, the Original Agreement remains in full force and effect. IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above. EL PASO ENERGY CORPORATION By /s/ Ralph Eads -------------------------------- Name: Ralph Eads Title: Executive Vice President EL PASO ENERGY ACQUISITION CO. By /s/ Ralph Eads -------------------------------- Name: Ralph Eads Title: Executive Vice President CRYSTAL GAS STORAGE, INC. By /s/ J.N. Averett, Jr. -------------------------------- Name: J.N. Averett, Jr. Title: President and Chief Executive Officer EX-99.2 3 EXHIBIT 99.2 EL PASO ENERGY NEWS - --------------------------------------------------------------------------- El Paso Energy Corporation P.O. Box 2511 Houston, Texas 77252-2511 FOR IMMEDIATE RELEASE EL PASO ENERGY COMPLETES ITS ACQUISITION OF CRYSTAL GAS STORAGE HOUSTON, TEXAS, JANUARY 5, 2000 - El Paso Energy Corporation (NYSE:EPG) completed its acquisition of Crystal Gas Storage, Inc. (AMEX:COR) today pursuant to a merger agreement signed by the parties in October 1999. Under the agreement, each holder of Crystal Gas Storage common stock received $57 per share in cash. "We are pleased to close the Crystal acquisition in a timely manner," said William A. Wise, president and chief executive officer of El Paso Energy. "The Crystal assets provide the flexibility, high deliverability, and multiple pipeline interconnects necessary to meet the gas supply demands of new plants in the competitive power market." With over $15 billion in assets, El Paso Energy Corporation provides comprehensive energy solutions through its strategic business units: El Paso Natural Gas Company, Tennessee Gas Pipeline Company, Southern Natural Gas Company, El Paso Field Services Company, El Paso Merchant Energy Company, El Paso Production Company, and El Paso Energy International Company. The company owns North America's largest natural gas pipeline system, both in terms of throughput and miles of pipeline, and has operations in natural gas transmission, gas gathering and processing, gas and oil production, power generation, merchant energy services, and international project development. Visit El Paso Energy's web site at www.epenergy.com. Crystal Gas Storage, Inc. currently owns and operates through wholly owned subsidiaries two natural gas storage facilities near Hattiesburg, Mississippi, and holds various interests in natural gas properties primarily in Arkansas and Louisiana. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The company has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release. While the company makes these statements and projections in good faith, neither the company nor its management can guarantee that the anticipated future results will be achieved. Reference should be made to the company's (and its affiliates') Securities and Exchange Commission filings for additional important factors that may affect actual results. ### CONTACTS: Investor Relations Public Relations Bruce L. Connery Norma F. Dunn Vice President Senior Vice President Office: (713) 420-5855 Office: (713) 420-3750 Fax: (713) 420-4417 Fax: (713) 420-3632 -----END PRIVACY-ENHANCED MESSAGE-----