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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Additional Agreements
- Amendments
- Appraisal Rights
- Article I
- Article Ii
- Article Iii
- Article Iv
- Article Ix
- Article V
- Article Vi
- Article Vii
- Article Viii
- Background of the Merger
- Board of Directors; Nominating Committees; Officers
- By-laws of the Combined Company
- Cautionary Statement Regarding Forward-Looking Statements
- Closing; Effective Time
- Coastal
- Coastal Directors
- Coastal Selected Historical Financial Data
- Coastal Stock Options and Restricted Stock
- Companies could be required to effect significant divestitures or comply with other regulatory requirements, The
- Companies, The
- Comparable company trading analysis
- Comparable Transaction Analysis
- Comparative Market Prices
- Comparative Per Share Data
- Comparative Per Share Market Price and Dividend Information
- Comparison of Stockholder Rights
- Conditions to the Completion of the Merger
- Consideration to be Received in the Merger
- Contribution Analysis
- Costs of environmental liabilities, regulation and litigation could exceed our estimates
- Covenants
- Dates, Times and Places
- Description of Material United States Federal Income Tax Consequences of the Merger
- Directors of the Combined Company After the Merger
- Discounted Cash Flow Analysis
- Effect of Stock Option Agreements
- El Paso
- El Paso Directors
- El Paso Selected Historical Financial Data
- Employment Agreements
- Estimates of oil and gas reserves may change
- Exchange Option
- Experts
- Factors Considered by, and Recommendation of, the Board of Directors of Coastal
- Factors Considered by, and Recommendation of, the Board of Directors of El Paso
- Fair Price Provisions
- Federal Securities Laws Consequences; Stock Transfer Restrictions
- Financial Information
- Fluctuations in energy commodity prices could adversely affect our business
- Independent Public Accountants
- Information Regarding El Paso and Coastal Directors
- Insurance and Indemnification
- Interests of Certain Persons in the Merger
- Joint Proxy Statement/Prospectus
- Legal Matters
- Limitation of Profit
- Ltm Ebitda
- Material Terms of the Merger Agreement
- Material Terms of the Stock Option Agreements
- Matters to be Considered at the Special Meetings
- Merger
- Merger premium analysis
- No Solicitation
- Opinion of Financial Advisor to Coastal
- Opinion of Financial Advisor to El Paso
- Opinions of Financial Advisors
- Other Matters
- Our foreign investments involve special risks
- Our operations are subject to operational hazards and uninsured risks
- Our Reasons for the Merger
- Our telecommunications business strategy is unproven
- Our use of derivative financial instruments could result in financial losses
- Procedures for Surrender of Certificates; Fractional Shares
- Rates we are able to charge our customers may be reduced by governmental authorities, The
- Record Date; Stock Entitled to Vote; Quorum
- Regulatory Approvals Required for the Merger
- Relative stock price analysis
- Representations and Warranties
- Revenues of our pipeline businesses are generated under contracts that must be renegotiated periodically, The
- Risk Factors
- Section 1.1 The Merger
- Section 1.2 The Closing; Effective Time
- Section 1.3 Subsequent Actions
- Section 1.4 Certificate of Incorporation; By-laws; Directors and Officers of the Surviving Corporation
- Section 2.10 Certain Adjustments
- Section 2.1 Treatment of Common Stock and Preferred Stock
- Section 2.2 Cancellation of Excluded Shares
- Section 2.3 Conversion of Common Stock of Merger Sub
- Section 2.4 Exchange Agent; Exchange Procedures
- Section 2.5 Transfer Books; Lost, Stolen or Destroyed Certificates
- Section 2.6 No Fractional Share Certificates; Termination of Exchange Fund
- Section 2.7 Options
- Section 2.8 Appraisal Rights
- Section 2.9 Dividends
- Section 3.10 Employee Matters; ERISA
- Section 3.11 Labor Matters
- Section 3.12 Environmental Matters
- Section 3.13 Board Action; Vote Required
- Section 3.14 Opinion of Financial Advisor
- Section 3.15 Brokers
- Section 3.16 Tax Matters
- Section 3.17 Public Utility Holding Company Act of 1935
- Section 3.18 Restrictions on Business Activities
- Section 3.19 Year 2000
- Section 3.1 Organization and Qualification; Subsidiaries
- Section 3.20 Accounting Matters
- Section 3.2 Restated Certificate of Incorporation and By-laws
- Section 3.3 Capitalization
- Section 3.4 Power and Authority; Authorization; Valid and Binding
- Section 3.5 No Conflict; Required Filings and Consents
- Section 3.6 SEC Reports; Financial Statements
- Section 3.7 Absence of Certain Changes
- Section 3.8 Litigation; Liabilities
- Section 3.9 Compliance; Permits
- Section 4.10 Employee Matters; ERISA
- Section 4.11 Labor Matters
- Section 4.12 Environmental Matters
- Section 4.13 Board Action; Vote Required
- Section 4.14 Opinion of Financial Advisor
- Section 4.15 Brokers
- Section 4.16 Tax Matters
- Section 4.17 Public Utility Holding Company Act of 1935
- Section 4.18 Restrictions on Business Activities
- Section 4.19 Year 2000
- Section 4.1 Organization and Qualification; Subsidiaries
- Section 4.20 Accounting Matters
- Section 4.2 Restated Certificate of Incorporation and By-laws of Parent and Merger Sub
- Section 4.3 Capitalization
- Section 4.4 Power and Authority; Authorization; Valid and Binding
- Section 4.5 No Conflict; Required Filings and Consents
- Section 4.6 SEC Reports; Financial Statements
- Section 4.7 Absence of Certain Changes
- Section 4.8 Litigation; Liabilities
- Section 4.9 Compliance; Permits
- Section 5.1 Interim Operations of the Company
- Section 5.2 Interim Operations of Parent
- Section 5.3 No Solicitation
- Section 6.10 Employee Benefit Plans
- Section 6.11 Governance Matters
- Section 6.12 Affiliates
- Section 6.13 Pooling-of-Interests
- Section 6.14 Takeover Statutes
- Section 6.15 Tax-Free Merger
- Section 6.16 Section 16(b)
- Section 6.17 Reasonable Best Efforts
- Section 6.1 Meetings of Stockholders
- Section 6.2 Filings; Other Action
- Section 6.3 Publicity
- Section 6.4 Registration Statements
- Section 6.5 Listing Application
- Section 6.6 Reserved
- Section 6.7 Expenses
- Section 6.8 Access to Information
- Section 6.9 Insurance; Indemnity
- Section 7.1 Conditions to Obligations of the Parties
- Section 7.2 Additional Conditions to Obligations of Parent
- Section 7.3 Additional Conditions to Obligations of the Company
- Section 8.1 Termination
- Section 8.2 Effect of Termination
- Section 8.3 Amendment
- Section 8.4 Extension; Waiver
- Section 9.10 Entire Agreement
- Section 9.1 Non-Survival of Representations, Warranties and Agreements
- Section 9.2 Governing Law
- Section 9.3 Notices
- Section 9.4 Certain Definitions; Interpretation
- Section 9.5 Headings
- Section 9.6 Severability
- Section 9.7 Assignment; Binding Effect; No Third Party Beneficiaries
- Section 9.8 Enforcement
- Section 9.9 Counterparts
- Selected Pro Forma Combined Financial Data
- Share Ownership and Voting Power of Management
- Since the market price of El Paso shares will vary, Coastal stockholders cannot be sure of the value of the consideration they will receive in the merger
- Special Meetings, The
- Structure of the Merger
- Submission of Stockholder Proposals
- Substitute Option
- Success of our oil and gas exploration and production businesses is dependent on factors which cannot be predicted with certainty, The
- Success of our power generation and marketing activities depends on many factors, some of which may be beyond our control, The
- Summary
- Table of Contents
- Termination
- Terms of the Options
- The Companies
- The companies could be required to effect significant divestitures or comply with other regulatory requirements
- The rates we are able to charge our customers may be reduced by governmental authorities
- The revenues of our pipeline businesses are generated under contracts that must be renegotiated periodically
- The Special Meetings
- The success of our oil and gas exploration and production businesses is dependent on factors which cannot be predicted with certainty
- The success of our power generation and marketing activities depends on many factors, some of which may be beyond our control
- Votes Required
- We cannot assure you that our two companies will be successfully combined into a single entity
- We will be operating in highly competitive industries
- Where You Can Find More Information
- Who Can Answer Your Questions
- Window Program
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1 | 1st Page - Filing Submission
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2 | Joint Proxy Statement/Prospectus
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5 | Table of Contents
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11 | Who Can Answer Your Questions
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12 | Summary
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" | The Companies
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" | El Paso
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" | Coastal
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18 | Comparative Market Prices
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19 | El Paso Selected Historical Financial Data
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21 | Coastal Selected Historical Financial Data
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22 | Selected Pro Forma Combined Financial Data
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24 | Comparative Per Share Data
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26 | Risk Factors
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" | We will be operating in highly competitive industries
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" | The revenues of our pipeline businesses are generated under contracts that must be renegotiated periodically
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" | Fluctuations in energy commodity prices could adversely affect our business
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27 | The rates we are able to charge our customers may be reduced by governmental authorities
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" | The success of our oil and gas exploration and production businesses is dependent on factors which cannot be predicted with certainty
|
" | Estimates of oil and gas reserves may change
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28 | Our use of derivative financial instruments could result in financial losses
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" | The success of our power generation and marketing activities depends on many factors, some of which may be beyond our control
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" | Our telecommunications business strategy is unproven
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29 | Our foreign investments involve special risks
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" | Costs of environmental liabilities, regulation and litigation could exceed our estimates
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" | Our operations are subject to operational hazards and uninsured risks
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30 | Merger
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" | We cannot assure you that our two companies will be successfully combined into a single entity
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" | Since the market price of El Paso shares will vary, Coastal stockholders cannot be sure of the value of the consideration they will receive in the merger
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" | The companies could be required to effect significant divestitures or comply with other regulatory requirements
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31 | Cautionary Statement Regarding Forward-Looking Statements
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33 | Background of the Merger
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35 | Our Reasons for the Merger
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36 | Factors Considered by, and Recommendation of, the Board of Directors of El Paso
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39 | Factors Considered by, and Recommendation of, the Board of Directors of Coastal
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41 | Accounting Treatment
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" | Description of Material United States Federal Income Tax Consequences of the Merger
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43 | Regulatory Approvals Required for the Merger
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44 | Appraisal Rights
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45 | Federal Securities Laws Consequences; Stock Transfer Restrictions
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46 | By-laws of the Combined Company
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48 | Opinions of Financial Advisors
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" | Opinion of Financial Advisor to El Paso
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49 | Discounted Cash Flow Analysis
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50 | Contribution Analysis
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52 | Comparable Transaction Analysis
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53 | Ltm Ebitda
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54 | Opinion of Financial Advisor to Coastal
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57 | Relative stock price analysis
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59 | Merger premium analysis
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" | Comparable company trading analysis
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62 | Material Terms of the Merger Agreement
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" | Structure of the Merger
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" | Closing; Effective Time
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" | Consideration to be Received in the Merger
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" | Procedures for Surrender of Certificates; Fractional Shares
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63 | Board of Directors; Nominating Committees; Officers
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64 | Representations and Warranties
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65 | Covenants
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67 | No Solicitation
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68 | Additional Agreements
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" | Coastal Stock Options and Restricted Stock
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" | Employment Agreements
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69 | Window Program
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" | Insurance and Indemnification
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71 | Conditions to the Completion of the Merger
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" | Termination
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73 | Amendments
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74 | Material Terms of the Stock Option Agreements
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" | Terms of the Options
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" | Substitute Option
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" | Exchange Option
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75 | Limitation of Profit
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" | Effect of Stock Option Agreements
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76 | The Special Meetings
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" | Dates, Times and Places
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" | Matters to be Considered at the Special Meetings
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" | Record Date; Stock Entitled to Vote; Quorum
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77 | Votes Required
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" | Share Ownership and Voting Power of Management
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80 | Financial Information
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86 | Comparative Per Share Market Price and Dividend Information
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87 | Directors of the Combined Company After the Merger
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" | Interests of Certain Persons in the Merger
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89 | Comparison of Stockholder Rights
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93 | Fair Price Provisions
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96 | Where You Can Find More Information
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98 | Experts
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" | Legal Matters
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" | Independent Public Accountants
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" | Submission of Stockholder Proposals
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99 | Other Matters
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" | Information Regarding El Paso and Coastal Directors
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" | El Paso Directors
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100 | Coastal Directors
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109 | Article I
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" | Section 1.1 The Merger
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" | Section 1.2 The Closing; Effective Time
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110 | Section 1.3 Subsequent Actions
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" | Section 1.4 Certificate of Incorporation; By-laws; Directors and Officers of the Surviving Corporation
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" | Article Ii
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" | Section 2.1 Treatment of Common Stock and Preferred Stock
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111 | Section 2.2 Cancellation of Excluded Shares
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" | Section 2.3 Conversion of Common Stock of Merger Sub
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" | Section 2.4 Exchange Agent; Exchange Procedures
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112 | Section 2.5 Transfer Books; Lost, Stolen or Destroyed Certificates
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" | Section 2.6 No Fractional Share Certificates; Termination of Exchange Fund
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113 | Section 2.7 Options
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114 | Section 2.8 Appraisal Rights
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115 | Section 2.9 Dividends
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" | Section 2.10 Certain Adjustments
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" | Article Iii
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" | Section 3.1 Organization and Qualification; Subsidiaries
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116 | Section 3.2 Restated Certificate of Incorporation and By-laws
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" | Section 3.3 Capitalization
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117 | Section 3.4 Power and Authority; Authorization; Valid and Binding
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" | Section 3.5 No Conflict; Required Filings and Consents
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118 | Section 3.6 SEC Reports; Financial Statements
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" | Section 3.7 Absence of Certain Changes
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119 | Section 3.8 Litigation; Liabilities
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" | Section 3.9 Compliance; Permits
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120 | Section 3.10 Employee Matters; ERISA
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121 | Section 3.11 Labor Matters
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" | Section 3.12 Environmental Matters
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123 | Section 3.13 Board Action; Vote Required
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124 | Section 3.14 Opinion of Financial Advisor
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" | Section 3.15 Brokers
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" | Section 3.16 Tax Matters
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" | Section 3.17 Public Utility Holding Company Act of 1935
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" | Section 3.18 Restrictions on Business Activities
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125 | Section 3.19 Year 2000
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" | Section 3.20 Accounting Matters
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" | Article Iv
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" | Section 4.1 Organization and Qualification; Subsidiaries
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126 | Section 4.2 Restated Certificate of Incorporation and By-laws of Parent and Merger Sub
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" | Section 4.3 Capitalization
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127 | Section 4.4 Power and Authority; Authorization; Valid and Binding
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" | Section 4.5 No Conflict; Required Filings and Consents
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128 | Section 4.6 SEC Reports; Financial Statements
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" | Section 4.7 Absence of Certain Changes
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129 | Section 4.8 Litigation; Liabilities
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" | Section 4.9 Compliance; Permits
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" | Section 4.10 Employee Matters; ERISA
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131 | Section 4.11 Labor Matters
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" | Section 4.12 Environmental Matters
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132 | Section 4.13 Board Action; Vote Required
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133 | Section 4.14 Opinion of Financial Advisor
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" | Section 4.15 Brokers
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" | Section 4.16 Tax Matters
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" | Section 4.17 Public Utility Holding Company Act of 1935
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" | Section 4.18 Restrictions on Business Activities
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" | Section 4.19 Year 2000
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134 | Section 4.20 Accounting Matters
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" | Article V
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" | Section 5.1 Interim Operations of the Company
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135 | Section 5.2 Interim Operations of Parent
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137 | Section 5.3 No Solicitation
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139 | Article Vi
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" | Section 6.1 Meetings of Stockholders
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" | Section 6.2 Filings; Other Action
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140 | Section 6.3 Publicity
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" | Section 6.4 Registration Statements
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" | Section 6.5 Listing Application
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" | Section 6.6 Reserved
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" | Section 6.7 Expenses
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141 | Section 6.8 Access to Information
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" | Section 6.9 Insurance; Indemnity
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142 | Section 6.10 Employee Benefit Plans
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143 | Section 6.11 Governance Matters
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144 | Section 6.12 Affiliates
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145 | Section 6.13 Pooling-of-Interests
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" | Section 6.14 Takeover Statutes
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" | Section 6.15 Tax-Free Merger
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" | Section 6.16 Section 16(b)
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" | Section 6.17 Reasonable Best Efforts
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147 | Article Vii
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" | Section 7.1 Conditions to Obligations of the Parties
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148 | Section 7.2 Additional Conditions to Obligations of Parent
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" | Section 7.3 Additional Conditions to Obligations of the Company
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149 | Article Viii
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" | Section 8.1 Termination
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150 | Section 8.2 Effect of Termination
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152 | Section 8.3 Amendment
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" | Section 8.4 Extension; Waiver
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" | Article Ix
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" | Section 9.1 Non-Survival of Representations, Warranties and Agreements
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153 | Section 9.2 Governing Law
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" | Section 9.3 Notices
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" | Section 9.4 Certain Definitions; Interpretation
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155 | Section 9.5 Headings
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" | Section 9.6 Severability
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" | Section 9.7 Assignment; Binding Effect; No Third Party Beneficiaries
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" | Section 9.8 Enforcement
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" | Section 9.9 Counterparts
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" | Section 9.10 Entire Agreement
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