SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
El Paso Corporation
(Name of Issuer)
Common Stock, par value $3.00 per share
(Title of Class of Securities)
28336L109
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
14,455,749 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
14,455,749 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,455,749 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.87%**
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
14,455,749 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
14,455,749 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,455,749 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.87% **
12 TYPE OF REPORTING PERSON
OO
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
14,455,749 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
14,455,749 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,455,749 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.87% **
12 TYPE OF REPORTING PERSON
CO
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
22,148,060 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
22,148,060 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,148,060 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.86% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
23,997,108 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
23,997,108 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,997,108 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.10% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
8,109,918 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
8,109,918 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,109,918 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.05% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
3,567,908 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
3,567,908 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,567,908 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.46% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
35,674,934 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
35,674,934 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,674,934 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.61% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
22,148,060 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
22,148,060 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,148,060 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.86% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
57,822,994 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
57,822,994 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,822,994 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.47% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
57,822,994 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
57,822,994 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,822,994 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.47% **
12 TYPE OF REPORTING PERSON
OO
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
57,822,994 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
57,822,994 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,822,994 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.47% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
57,822,994 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
57,822,994 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,822,994 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.47% **
12 TYPE OF REPORTING PERSON
CO
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
57,822,994 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
57,822,994 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,822,994 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.47% **
12 TYPE OF REPORTING PERSON
CO
** See Item 4.
SCHEDULE 13G
CUSIP No. 28336L109
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
72,278,743 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
72,278,743 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,278,743 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.34% **
12 TYPE OF REPORTING PERSON
IN
** See Item 4.
SCHEDULE 13G
ITEM 1
(a) Name of Issuer:
El Paso Corporation
(b) Address of Issuer's Principal Executive Offices:
El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
ITEM 2
(a) Name of Person Filing:
The persons filing this statement are High River Limited Partnership ("High
River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn
Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II L.P.
("Icahn Master II"), Icahn Partners Master Fund III L.P. ("Icahn Master III"),
Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"),
Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP
LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"),
Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"),
and Carl C. Icahn (collectively, the "Reporting Persons").
Barberry is the sole member of Hopper, which is the general partner of High
River. Icahn Offshore is the general partner of each of Icahn Master, Icahn
Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn
Partners. Icahn Capital is the general partner of each of Icahn Offshore and
Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is
the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr.
Icahn is in a position indirectly to determine the investment and voting
decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the
indirect holder of approximately 93.01% of the outstanding depositary units
representing limited partnership interests in Icahn Enterprises L.P. ("Icahn
Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises,
which is the sole limited partner of Icahn Enterprises Holdings.
(b) Address of Principal Business Office:
The address of the principal business office of (i) each of High River,
Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital,
IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White
Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii)
each of Icahn Master, Icahn Master II and Icahn Master III is c/o Walkers SPV
Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman
Islands, and (iii) Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue,
47th Floor, New York, NY 10153.
(c) Citizenship:
Each of High River, Icahn Partners, Icahn Offshore, Icahn Onshore, Icahn
Capital, and Icahn Enterprises Holdings is a Delaware limited partnership. Each
of Hopper and IPH is a Delaware limited liability company. Each of Barberry,
Icahn Enterprises GP, and Beckton is a Delaware corporation. Each of Icahn
Master, Icahn Master II and Icahn Master III is a Cayman Islands exempted
limited partnership. Carl C. Icahn is a citizen of the United States of America.
(d) Title of Class of Securities:
Common Stock, $3.00 par value per share ("Shares")
(e) CUSIP Number:
28336L109
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
NOT APPLICABLE
ITEM 4 Ownership
(a) Amount Beneficially Owned:
The Reporting Persons may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the
"Act")), in the aggregate, 72,278,743 Shares, as of December 31, 2011. The
information set forth in the cover pages hereto is hereby incorporated in its
entirety herein by reference thereto. As of December 31, 2011, High River has
sole voting power and sole dispositive power with regard to 14,455,749 Shares.
Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. As of December 31, 2011, Icahn
Master has sole voting power and sole dispositive power with regard to
23,997,108 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. As of December 31,
2011, Icahn Master II has sole voting power and sole dispositive power with
regard to 8,109,918 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares. As of
December 31, 2011, Icahn Master III has sole voting power and sole dispositive
power with regard to 3,567,908 Shares. Each of Icahn Offshore, Icahn Capital,
IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has
shared voting power and shared dispositive power with regard to such Shares. As
of December 31, 2011, Icahn Partners has sole voting power and sole dispositive
power with regard to 22,148,060 Shares. Each of Icahn Onshore, Icahn Capital,
IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(b) Percent of Class
As of December 31, 2011, the Shares beneficially owned by the Reporting
Persons represent approximately 9.34% of the Issuer's outstanding Shares (based
upon the 773,738,056 Shares stated to be outstanding by the Issuer as of January
20, 2012 in the Issuer's Schedule 14A filed with the Securities and Exchange
Commission on February 1, 2012).
(c) Number of Shares as to which each Reporting Person has (i) Sole power to
vote or to direct the vote, (ii) Shared power to vote or to direct the vote,
(iii) Sole power to dispose or to direct the disposition of, (iv) Shared power
to dispose or to direct the disposition of:
The information set forth in the cover pages hereto and in item 4(a) above
is hereby incorporated in its entirety herein by reference thereto.
ITEM 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following [X].
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person
NOT APPLICABLE
ITEM 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person
NOT APPLICABLE
ITEM 8 Identification and Classification of Members of the Group
NOT APPLICABLE
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
SIGNATURES
ITEM 10 Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13G is true, complete and correct.
Dated: February 14, 2012
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature page to Schedule 13G, Amendment No. 1 - El Paso Corporation]