El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
11-Jun-2003
El Paso Corporation Urges Shareholders To Consider Zilkha/Wyatt Threat To Derail Western Energy Settlement HOUSTON, June 11 /PRNewswire-FirstCall/ -- El Paso Corporation (NYSE: EP)
said today that recent remarks by Selim Zilkha, Oscar Wyatt and Stephen
Chesebro' magnify concerns that they may derail El Paso's settlement
concerning litigation surrounding the Western energy crisis if the
Zilkha/Wyatt nominees are elected at El Paso's upcoming Annual Meeting.
On June 9, Zilkha/Wyatt issued a news release purporting to clarify their
position on this crucial issue. Instead of clarification, Zilkha/Wyatt
further confused the issue by denying that they would disrupt El Paso's
California settlement, while in the same press release and in media interviews
reconfirming that, if elected, they would re-open the settlement.
Here is what Zilkha, Wyatt and Chesebro' have said about the settlement:
-- "Unfathomable" and "unconscionable." "[W]e'll have to see where it is
at the time." Stephen Chesebro', June 4, 2003 (1)
-- The Zilkha/Wyatt slate would "need to take a good look at" the
settlement. Selim Zilkha, June 9, 2003 (2)
-- A settlement of the California claims for $200 million would have been
"reasonable;" and
-- "The [Zilkha/Wyatt slate] would have to [review the settlement]. No
one could prudently accept what this board has done." Oscar Wyatt,
June 9, 2003 (3)
-- "El Paso says, well, we had to settle this to give stability to our
pricing. That's right, but I would not give away $1.7 billion just
for a little stock market hit, especially before a proxy fight."
Stephen Chesebro', June 10, 2003 (4)
Far from reassuring investors, Zilkha/Wyatt's latest comments regarding
the California settlement underscore the fact that Zilkha/Wyatt are not
committed to a settlement that is the product of months of negotiations with
dozens of private and public litigants including the attorneys general of
California, Oregon, Nevada and Washington. Zilkha/Wyatt's continued
insistence on re-opening a settlement that is critical to the future of El
Paso, combined with their uninformed and irresponsible comments about the
terms of the settlement, demonstrate their fundamental lack of understanding
about the issues surrounding the Western energy crisis and the risks and
uncertainties that would ensue were this settlement not completed.
El Paso continues to believe -- and we believe analysts and shareholders
agree -- that this settlement is a positive for all stakeholders in El Paso
and will put this issue behind us, allowing management to focus on the
company's future.
A report issued by Glass, Lewis & Co., LLC, an independent proxy voting
and corporate governance advisory firm on June 9, 2003 noted:
"From our standpoint, the Company's progress in settling with FERC has
been an extremely positive development. Similarly, a review of the
transcript of the Company's March 21, 2003, conference call regarding the
settlement suggests that the analyst community feels the same way."
"Recent comments from Stephen Chesebro', the dissidents' proposed CEO,
suggest that the dissidents may not feel compelled to adhere to the terms
of the recent settlement of the FERC charges stemming from the Western
States energy crisis."
"Since the litigation settlement is only an agreement in principle,
comments such as [Chesebro's] risk undermining the Company's ability to
complete the final agreements. Reintroducing any uncertainty concerning
the liability associated with the settlement only harms shareholders and
dampens their ability to value the Company and the stock accurately."
Shareholders who want to see this important settlement completed should
sign 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.
As previously noted, in its June 9 proxy report, Glass, Lewis & Co., LLC
recommended against the election of the Zilkha/Wyatt nominees, concluding that
"introducing an entirely new Board to 're-start' the existing initiatives
seems unwise; it adds substantial risk...without obvious benefit." Although
we previously expressed a belief about the potential impact of Institutional
Shareholder Services' report on shareholders of El Paso, we cannot predict the
effect that either the Glass Lewis or the ISS reports will have on
shareholders' voting decisions.
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 .
(1) Stephen Chesebro', Investor Meeting, 6/4/03
(2) "Zilkha Criticizes El Paso for Resorting to 'Fear Factor' by Lying
About Nominees' Comments on El Paso's California Settlement." Press
Release, 6/9/03
(3) "El Paso proxy battle enters final stage." CBSMarketwatch.com, 6/9/03
(4) Stephen Chesebro', Interview, KRIV-TV (Fox), 6/9/03
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
To the extent that published materials are quoted in this press release,
El Paso's has used reasonable efforts to verify the source and accuracy of the
quote. El Paso has not, however, sought or obtained the consent of the quoted
sources to the use of such quotes as proxy soliciting material. 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- 06/11/2003
/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 alternate contacts, Joele
Frank or Dan Katcher, +1-212-355-4449, or fax, +1-212-355-4554/
/Web site: http://www.elpaso.com /
(EP)
CO: El Paso Corporation
ST: Texas
IN: OIL
SU: LAW
AH
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4364 06/11/2003 13:03 EDT http://www.prnewswire.com
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