UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: August 2, 2006
(Date
of Earliest Event Reported)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
On
August 2, 2006, we
announced the settlement of the following shareholder and derivative
litigation
matters:
Shareholder
Litigation.
Twenty-eight
purported shareholder class action lawsuits have been pending since 2002
and are
consolidated in federal court in Houston, Texas. The consolidated lawsuit,
styled as Wyatt,
et al.
v. El Paso Corporation, et al.,
alleged
violations of federal securities laws against the company and several
of our
current and former officers and directors. It includes allegations regarding
the
accuracy or completeness of press releases and other public statements
made
during the period from 2000 through early 2004 related to alleged wash
trades,
mark-to-market accounting, off-balance sheet debt, the estimation of
natural gas
and oil reserves and deliveries to the California energy market. In July
2006,
the parties executed a Memorandum of Understanding agreeing to settle
these
class action lawsuits, subject to the execution of definitive settlement
documents and final court approval. Under the terms of the Memorandum
of
Understanding, El Paso and its insurers will pay a total of $273 million
to the
plaintiffs. El Paso will contribute approximately $48 million and its
insurers will contribute approximately $225 million. An additional $12
million will be separately contributed by PricewaterhouseCoopers under
the terms
of the Memorandum of Understanding.
Derivative
Litigation.
A derivative
action, styled Gebhardt
v.
Allumbaugh et al.,
was filed in
state court in Houston, Texas, which generally alleged the same claims
pled in
the consolidated shareholder litigation, as well as sought recovery of
2001
compensation paid to certain former executives. El Paso recently settled
the
lawsuit, which involved the payment of approximately $17 million which
was fully
funded by El Paso’s insurers, of which approximately $12 million will be used to
fund the settlement of the shareholder litigation. At a June 2006 hearing,
the judge granted final approval to a settlement reached by the
parties.
A
copy of our press
release announcing these developments is attached as Exhibit
99.A.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.A
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Press
release
dated August 2, 2006.
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SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
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EL
PASO CORPORATION
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior
Vice President and Controller
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(Principal
Accounting Officer)
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Dated: August
3, 2006
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.A
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Press
release
dated August 2, 2006.
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