El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
12-Jun-2003
El Paso Corporation Urges Shareholders to Support Current Board As It Positions Company for the Future HOUSTON, June 12 /PRNewswire-FirstCall/ -- El Paso Corporation (NYSE: EP)
issued the following open letter to all its shareholders today urging them to
vote FOR the election of El Paso's slate of 12 highly qualified directors on
El Paso's WHITE proxy card at its annual meeting to be held next Tuesday,
June 17th:
AN OPEN LETTER TO ALL EL PASO SHAREHOLDERS
Dear El Paso Shareholder:
We are now entering the final days before El Paso's 2003 Annual Meeting
of Stockholders. El Paso's Board of Directors and management believe
your company has achieved substantial progress in recent months, and that
the initiatives we have taken over the past year and a half are working.
We know our stockholders have suffered, and that we have much more to do
to complete the turnaround of this fine company. We believe that your
Board of Directors is the group best suited to lead El Paso, to select
the next CEO of the company, and to finish El Paso's turnaround.
During the past 4 months, we have:
-- Met most of the important objectives of our 2003 operational and
financial plan;
-- Set a target of more than $400 million of operating expense reductions
and business efficiencies to be met by end of 2004;
-- Established an aggressive goal of at least $10 billion of debt
reduction to be achieved within two years; and
-- Made substantial changes in the management and culture of our company.
We believe the increase in our stock price, which has almost tripled
since February, reflects investors' recognition of the progress we have
made.
We are committed to continuing the process of measured change in the
composition of our Board of Directors and to selecting the most qualified
individuals to serve on our Board.
Throughout this proxy contest, we have focused on the stark contrast
between the positions of El Paso's Board and the Zilkha/Wyatt slate on a
series of issues we believe are crucial to our shareholders:
-- We have a comprehensive business plan and a detailed understanding of
El Paso's businesses, and the Zilkha/Wyatt slate do not;
-- Our plan reflects a reduced ongoing capital budget that will meet the
needs of our core businesses and fund growth opportunities;
Zilkha/Wyatt have presented a series of confusing statements about
their capital budget, proposing a $1 billion capital budget that we
and others said simply could not work, then offering up numbers
ranging from $1 billion to $1.6 billion without explaining the
differences or providing concrete details;
-- We are committed to a process to select the best available CEO to lead
El Paso, which we expect to be completed shortly after the annual
meeting; without a search, Zilkha/Wyatt have selected one of their own
as CEO;
-- Our reconstituted Board and senior management are delivering on our
key objectives; the Zilkha/Wyatt slate are untested and their plan,
their timetable and their ability to achieve results are uncertain;
-- Our nominees will continue the initiatives that we have announced,
with no disruption of these activities; election of the Zilkha/Wyatt
slate could result in disarray at El Paso and bring to a halt the
company's progress, with no clear benefits to our stockholders; and
-- Oscar Wyatt is centrally involved with the Zilkha/Wyatt slate, a cause
of serious concern to our shareholders for numerous reasons including
the many irreconcilable conflicts that exist between Mr. Wyatt and El
Paso, and Mr. Wyatt's troubling past history.
We think El Paso has made too much progress to expose this company to an
entirely new and untested Board that doesn't have a workable business
plan; that may lead to disarray and bring to a halt the company's
progress; and that may allow Oscar Wyatt to exert substantial control
over the affairs of El Paso.
If you want a Board and a management that have a real business plan that
is thoughtful and is working, to avoid the potential disarray that may
result from a wholesale Board change, and to ensure that Oscar Wyatt is
not involved in the business of El Paso, I urge you to vote the WHITE
proxy card to support El Paso's nominees.
The Board of Directors urges El Paso shareholders to vote FOR the
election of El Paso's slate of 12 highly qualified directors on El Paso's
WHITE proxy card, NOT sign the blue proxy card sent to you by
Messrs. Zilkha and Wyatt and DISCARD any blue proxy card they may send to
you in the future. Your vote is critical, no matter how many shares you
own. Time is short as the June 17 Annual Meeting is rapidly approaching.
On behalf of the Board of Directors, I thank you for your support of
El Paso.
Sincerely,
/s/
Ronald L. Kuehn
Chairman of the Board and Chief Executive Officer
El Paso shareholders who have any questions about voting your proxy or
need additional information about El Paso or the stockholders meeting,
please contact MacKenzie Partners, Inc. at (800) 322-2885 or visit
El Paso's Web site at www.elpaso.com .
El Paso Corporation is the leading provider of natural gas services and
the largest pipeline company in North America. The company has core
businesses in pipelines, production, and midstream services. Rich in assets,
El Paso is committed to developing and delivering new energy supplies and to
meeting the growing demand for new energy infrastructure. For more
information, visit www.elpaso.com .
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,
including, without limitation, our ability to attract and retain qualified
members of the Board of Directors; the successful recruitment and retention
of a qualified CEO; the successful implementation of the 2003 operational and
financial plan; the successful implementation of the settlement related to the
Western Energy Crisis; material and adverse impacts from our proxy contest
with Selim Zilkha/Oscar Wyatt; actions by the credit rating agencies; the
successful close of financing transactions; our ability to successfully exit
the energy trading business; our ability to divest of certain non-core assets;
changes in commodity prices for oil, natural gas, and power; general economic
and weather conditions in geographic regions or markets served by El Paso
Corporation and its affiliates, or where operations of the company and its
affiliates are located; the uncertainties associated with governmental
regulation; political and currency risks associated with international
operations of the company and its affiliates; inability to realize anticipated
synergies and cost savings associated with restructurings and divestitures on
a timely basis; difficulty in integration of the operations of previously
acquired companies, competition, and other factors described in the company's
(and its affiliates') Securities and Exchange Commission filings. While the
company makes these statements and projections in good faith, neither the
company nor its management can guarantee that anticipated future results will
be achieved. Reference must be made to those filings for additional important
factors that may affect actual results. The company assumes no obligation to
publicly update or revise any forward-looking statements made herein or any
other forward-looking statements made by the company, whether as a result of
new information, future events, or otherwise.
Additional Important Information
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.
SOURCE El Paso Corporation
-0- 06/12/2003
/CONTACT: Communications and Government Affairs, Norma F. Dunn, Senior
Vice President, +1-713-420-3750, or fax, +1-713-420-3632, or Investor
Relations, Bruce L. Connery, Vice President, +1-713-420-5855, or fax,
+1-713-420-4417, both of El Paso Corporation; or Joele Frank or Dan Katcher,
+1-212-355-4449, or fax, +1-212-355-4554, both for El Paso Corporation/
/Web site: http://www.elpaso.com /
(EP)
CO: El Paso Corporation; MacKenzie Partners, Inc.
ST: Texas
IN: OIL FIN
SU:
JS-CD
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5924 06/12/2003 14:39 EDT http://www.prnewswire.com
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