As
filed
with the Securities and Exchange Commission on May 29, 2007
Registration
No. 333-127797
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EL
PASO
CORPORATION
(Exact
name
of Registrant as specified in its charter)
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Delaware
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76-0568816
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(State
or other jurisdiction of incorporation
or organization)
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(I.R.S.
Employer Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(713)
420-2600
(Address,
Including Zip Code and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
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Robert
W. Baker, Esq.
El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(713)
420-2600
(Name,
Address, Including Zip Code, and Telephone Number, Including Area
Code, of
Agent for Service)
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_______________
Copy
to:
Charles
H.
Still, Jr.
Bracewell
& Giuliani LLP
711
Louisiana Street, Suite 2300
Houston,
Texas 77002-2770
(713)
221-3309 - Fax:
(713)
437-5318
Approximate
date of commencement of proposed sale to the
public: Not
applicable.
If
the only securities being registered on this form are being offered pursuant
to
dividend or interest reinvestment plans, please check the following
box. ¨
If
any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ¨
If
this form is filed to register additional securities for an offering pursuant
to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. ¨
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under
the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If
this form is a registration statement pursuant to General Instruction I.D.
or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If
this form is a
post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ¨
DEREGISTRATION
OF SECURITIES
On
August 23, 2005,
El Paso Corporation (the "Company") filed a Registration Statement on Form
S-1
(Registration No. 333-127797)
with the United States Securities and Exchange Commission, which registered
for
resale 750,000 shares of the Company's 4.99% Convertible Perpetual Preferred
Stock, par value $0.01 per share (the "Preferred Shares"), and 57,581,550 shares
of the Company's common stock, par value $3.00 per share, issuable upon
conversion of the Preferred Shares (the "Common Shares"). The Company has
subsequently amended the registration statement, including by Post-Effective
Amendment No. 2 to Form S-1
on Form S-3
filed
with the SEC on February 8, 2006 (such registration statement, as
amended and supplemented, the "Registration Statement"). The Company filed
the
Registration Statement pursuant to the terms of a registration rights agreement
that it entered into with the initial purchasers of the Preferred Shares in
a
private placement transaction.
In
accordance with
the undertaking contained in the Registration Statement pursuant to Item
512(a)(3) of Regulation S-K, the Company is filing this Post-Effective Amendment
No. 3 to the Registration Statement to deregister all of the Preferred Shares
and Common Shares previously registered that remain unsold under the
Registration Statement. The Company is deregistering these securities because
its obligation to maintain the effectiveness of the Registration Statement
pursuant to the registration rights agreement has expired.
SIGNATURES
Pursuant
to the
requirements of the Securities Act of 1933, the registrant certifies that it
has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May
29, 2007.
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EL
PASO CORPORATION
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By:
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/s/
Robert W.
Baker
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Robert
W. Baker
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Executive
Vice President and General
Counsel
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Pursuant
to the
requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 3 to the Registration Statement has been signed by the following
persons in the capacities and on the dates as indicated.
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Signature
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Title
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Date
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*
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Chairman
of
the Board
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May
29,
2007
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Ronald
L.
Kuehn, Jr.
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/s/
Douglas
L. Foshee
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President,
Chief Executive Officer and Director
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May
29,
2007
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Douglas
L.
Foshee
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(Principal
Executive Officer)
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/s/
D. Mark
Leland
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Executive
Vice President and Chief Financial Officer
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May
29,
2007
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D.
Mark
Leland
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(Principal
Financial Officer)
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/s/
John R.
Sult
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Senior
Vice
President and Controller
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May
29,
2007
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John
R.
Sult
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(Principal
Accounting Officer)
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*
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Director
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May
29,
2007
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Juan
Carlos
Braniff
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*
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Director
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May
29,
2007
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James
L.
Dunlap
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*
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Director
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May
29,
2007
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Robert
W.
Goldman
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*
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Director
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May
29,
2007
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Anthony
W.
Hall, Jr.
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*
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Director
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May
29,
2007
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Thomas
R.
Hix
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*
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Director
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May
29,
2007
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William
H.
Joyce
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Director
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Ferrell
P.
McClean
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Director
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Stephen
J.
Shapiro
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*
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Director
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May
29,
2007
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J.
Michael
Talbert
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*
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Director
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May
29,
2007
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Robert
F.
Vagt
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*
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Director
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May
29,
2007
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John
L.
Whitmire
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*
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Director
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May
29,
2007
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Joe
B.
Wyatt
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| *By: |
/s/
Robert W.
Baker
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Robert
W.
Baker
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Attorney-in-Fact
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