As filed with the Securities and Exchange Commission on June 19, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EL PASO CORPORATION
EL PASO CAPITAL TRUST II
EL PASO CAPITAL TRUST III
(Exact name of registrant as specified in its charter)
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 420-2600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
DELAWARE
(STATE OR OTHER JURISDICTION OF 76-0568816
INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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EQUITY SECURITY UNITS NEW YORK STOCK EXCHANGE
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the follow box. |X|
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the follow box. |_|
Securities Act registration statement file number to which this
form relates: 333-82412
333-82412-01
333-82412-02
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Item 1. Description of Registrant's Securities to be Registered.
The description of the ___% Equity Security Units (the "Units") of El
Paso Corporation, a Delaware corporation ("El Paso"), registered hereby is
contained under the headings "Description of the Equity Security Units,"
"Description of the Senior Notes" and "Description of Capital Stock" in the
Prospectus Supplement dated June __, 2002, to the Prospectus dated February 27,
2002, forming a part of El Paso's Registration Statement on Form S-3 (File Nos.
333-82412, 333-82412-01 and 333-82412-02) filed with the Securities and Exchange
Commission (the "Commission") on February 8, 2002, as declared effective by the
Commission on February 27, 2002 (as the same may be amended or supplemented from
time to time, the "Registration Statement"), and is hereby incorporated herein
by reference. For purposes of such description, any prospectus supplement
relating to the Registration Statement filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, which purports to describe the Units shall
be deemed to be incorporated herein by reference.
Item 2. Exhibits.
See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Form 8-A
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Dated: June 19, 2002 EL PASO CORPORATION
By: /s/ Peggy A. Heeg
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Peggy A. Heeg
Executive Vice President and
General Counsel
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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3.A* Restated Certificate of Incorporation of El Paso, as filed
with the Delaware Secretary of State on February 7, 2001, as
amended on May 23, 2002.
3.B Restated By-Laws of El Paso (incorporated by reference to
Exhibit 3.B to El Paso's Form 8-K dated February 14, 2001).
4.A Amended and Restated Shareholder Rights Agreement, between El
Paso and BankBoston, N.A. dated January 20, 1999 (incorporated
by reference to Exhibit 1 to El Paso's Registration Statement
on Form 8-A/A Amendment No. 1 filed January 29, 1999).
4.B* Certificate of Elimination and Retirement of Series B
Mandatorily Convertible Single Reset Preferred Stock and
Series C Mandatorily Convertible Single Reset Preferred Stock
of El Paso as filed with the Delaware Secretary of State on
May 23, 2002.
4.C Purchase Contract between The Coastal Corporation and The Bank
of New York as Purchase Contract Agent and First Supplement to
the Purchase Agreement dated as of January 29, 2001 among The
Coastal Corporation, El Paso and The Bank of New York, as
Purchase Contract Agent (incorporated by reference to Exhibit
4.D to El Paso's 2000 Form 10-K).
4.D Indenture dated as of May 10, 1999, by and between El Paso and
JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as
Trustee (incorporated by reference to Exhibit 4.1 to El Paso's
Form 8-K dated May 10, 1999).
4.E** Eighth Supplemental Indenture between El Paso and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as
Trustee.
4.F** Form of Senior Note due August 16, 2007.
4.G** Purchase Contract Agreement between El Paso and JPMorgan Chase
Bank, as Purchase Contract Agent.
4.H** Form of Equity Security Unit.
4.I** Form of Stripped Equity Security Unit.
4.J** Pledge Agreement among El Paso, The Bank of New York, as
Collateral Agent, Securities Intermediary and Custodial Agent,
and JPMorgan Chase Bank, as Purchase Contract Agent.
4.K** Remarketing Agreement among El Paso, JPMorgan Chase Bank, as
Purchase Contract Agent, and Credit Suisse First Boston
Corporation, as Remarketing Agent.
99.A Prospectus (incorporated by reference to the Registration
Statement on Form S-3 (Registration Nos. 333-82412,
333-82412-01 and 333-82412-02)).
* Filed herewith.
** To be filed by amendment.