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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
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
EL PASO CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TO: All El Paso Employees
FROM: William A. Wise
DATE: February 18, 2003
RE: Proxy Contest Announcement
Dear El Paso Employee:
I want to give you an update on some recent news. This morning, Selim
Zilkha, a former member of the Board of Directors and a holder of
approximately 1.5% of the voting stock of El Paso Corporation, announced
that he intends to initiate a proxy contest. He also announced he is
aligned with Oscar Wyatt in doing so. Among other things, Mr. Zilkha is
seeking to replace the company's existing board with his own director
nominees at our 2003 annual meeting of shareholders. Attached is a press
release that the company issued today in response to Mr. Zilkha's
announcement.
In the coming weeks, you may see and hear news reports and stories about
this proxy contest. We will continue to keep you informed. As always, if
you have questions, I encourage you to send them to the Straight Talk site
on the company's intranet.
El Paso is a great company with the most qualified and dedicated employees
in the industry. The best way for all of us to respond is to continue to
stay focused on providing the excellent service that everyone has come to
expect from El Paso.
On behalf of the board and the management of El Paso, I also want to thank
you for your ongoing commitment to the company and let you know how much we
appreciate your support.
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SHAREHOLDERS OF EL PASO CORPORATION ARE STRONGLY ADVISED TO READ EL PASO'S
PROXY STATEMENT RELATING TO ITS 2003 ANNUAL MEETING OF SHAREHOLDERS WHEN IT
BECOMES AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders
will be able to obtain this proxy statement, any amendments or supplements
to the proxy statement and any other documents filed by El Paso with the
Securities and Exchange Commission for free at the Internet web site
maintained by the Securities and Exchange Commission at www.sec.gov. Copies
of the proxy statement and any amendments and supplements to the proxy
statement will also be available for free at El Paso's Internet web site at
www.elpaso.com or by writing to El Paso Corporation, Investor Relations, PO
Box 2511, Houston, TX 77252. In addition, copies of the proxy materials may
be requested by contacting our proxy solicitor, MacKenzie Partners, Inc at
(800) 322-2885 toll-free or by email at proxy@mackenziepartners.com.
Information regarding the names, affiliation and interests of individuals
who may be deemed participants in the solicitation of proxies of El Paso's
shareholders is contained in Schedule 14A to be filed by El Paso with the
Securities and Exchange Commission on February 18, 2003.
This document may contain expressions of opinion and belief. Except as
otherwise expressly attributed to another individual or entity, these
opinions and beliefs are the opinions and beliefs of El Paso.