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:
April
18, 2006
(Date
of Earliest Event Reported: April 12, 2006)
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
4.01 Changes in Registrant’s Certifying Accountant
On
April 12, 2006,
the Audit Committee appointed Ernst & Young LLP (E&Y)
as our independent registered public accounting firm for the fiscal year
ending
December 31, 2006, and dismissed PricewaterhouseCoopers LLP
(“PricewaterhouseCoopers”), our current independent registered public accounting
firm. Please see the Audit Committee's Report in our Notice of Annual
Meeting of Stockholders and Proxy Statement, which was filed with the Securities
and Exchange Commission on March 30, 2006,
for information regarding the proposal process.
PricewaterhouseCoopers will complete its procedures
regarding our unaudited condensed quarterly financial statements for the
quarter ended March 31, 2006 and the Form 10-Q in which such financial
statements will be included. Upon completion of such procedures,
PricewaterhouseCoopers will be replaced by E&Y as our independent registered
public accounting firm.
PricewaterhouseCoopers’
reports on our consolidated financial statements as of
December 31, 2005 and 2004, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During
the fiscal
years ended December 31, 2005 and 2004, and through April 12, 2006, there
were
no disagreements with PricewaterhouseCoopers on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedure, which, if not resolved to PricewaterhouseCoopers’ satisfaction, would
have caused PricewaterhouseCoopers to make reference thereto in its reports
on the financial statements for such years.
During
the
fiscal years ended December 31, 2005 and 2004, and through April 12, 2006,
there have been no “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K, except for material weaknesses as of December 31, 2004
regarding the following: (i) access to financial application programs and
data; (ii) account reconciliations and (iii) identification, capture and
communication of financial data used in accounting for non-routine transactions
or activities. Such material weaknesses are described in Item 9A, the
"Controls and Procedures" section of our Annual Report on Form 10-K for the
year ended December 31, 2004. The Audit
Committee
discussed the material weaknesses with PricewaterhouseCoopers and has authorized
PricewaterhouseCoopers to respond fully to the inquiries of E&Y concerning
such material weaknesses. As described in our 2005 Annual Report on Form
10-K, we concluded that our disclosure controls and procedures, as well as
our
internal control over financial reporting, were effective as of December
31,
2005.
PricewaterhouseCoopers
has been asked to furnish us a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements. A
copy of
that letter, dated April 18, 2006, is filed as Exhibit 99.A to this Form
8-K. We
will file an amendment to this Form 8-K after we file our Quarterly Report
on
Form 10-Q for the quarterly period ended March 31, 2006, to update the
disclosures regarding disagreements and reportable conditions through the
date
of filing of the Form 10-Q.
During our two most recent fiscal years ended December 31, 2005 and 2004, and through the date hereof, we did not consult with E&Y regarding any of the matters or events set forth in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-K.
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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Letter
dated
April 18, 2006 to the Securities and Exchange Commission from
PricewaterhouseCoopers LLP.
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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: April
18, 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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Letter
dated
April 18, 2006 to the Securities and Exchange Commission from
PricewaterhouseCoopers LLP.
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