SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Electric City Corp.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
284868106
(CUSIP Number)
John L. Harrison
EP Power Finance, L.L.C.
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 7, 2001
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
204.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
for other parties to whom copies are to be sent.
The remainder of the 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP NO. 284868106 SCHEDULE 13D
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(1) Names of Reporting Persons
EP Power Finance, L.L.C.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
See Items 5 and 6
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC (See Item 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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(6) Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 5,830,217
Beneficially --------------------------------------------
Owned by 8. Shared Voting Power
Each --------------------------------------------
Reporting 9. Sole Dispositive Power
Person With 5,830,217
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10. Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,830,217
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |X| See (2) above and Items 5 and 6
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(13) Percent of Class Represented by Amount in Row (11)
15.95%(1)
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(14) Type of Reporting Person (See Instructions)
OO
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1 Based on 30,722,167 shares issued and outstanding as of July 31, 2001 as
as disclosed in the Issuer's quarterly report on Form 10-QSB for the
quarter ended June 30, 2001.
Item 1. Security and Issuer.
Common Stock, $0.0001 par value ("Common Stock"), of Electric
City Corp., 1280 Landmeier Road, Elk Grove Village, Illinois 60007 (the
"Company").
Item 2. Identity and Background.
EP Power Finance, L.L.C. ("EP Power") is a limited liability
company organized under the laws of the State of Delaware. EP Power's
principal business address and office is located at 1001 Louisiana Street,
Houston, Texas 77002. The principal business of EP Power is to engage in
energy related investments. The sole member of EP Power is El Paso Merchant
Energy North America Company ("El Paso Merchant"), a Delaware corporation
primarily engaged in the business of asset ownership, trading and risk
management and financial services in the energy marketplace. El Paso
Merchant's principal business address and office is located at 1001
Louisiana Street, Houston, Texas 77002. El Paso Merchant is a subsidiary of
El Paso Tennessee Pipeline Co. ("El Paso Tennessee"), a Delaware
corporation primarily engaged in energy and related businesses. El Paso
Tennessee's principal business address and office is located at 1001
Louisiana Street, Houston, Texas 77002. El Paso Tennessee is a subsidiary
of El Paso Corporation ("El Paso"), a Delaware corporation, serving
primarily as a holding company for its various subsidiaries, which are
engaged in energy and related businesses. El Paso's principal business
address and office is located at 1001 Louisiana Street, Houston, Texas
77002.
Information required pursuant to Item 2(d) and (e) for EP
Power, El Paso Merchant, El Paso Tennessee and El Paso and current
information concerning the members of the board of directors and executive
officers of EP Power, El Paso Merchant, El Paso Tennessee and El Paso is
set forth on Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration.
EP Power and four additional investors (the "Additional
Investors") entered into a Securities Purchase Agreement, dated as of July
31, 2001, with the Company (the "Securities Purchase Agreement") to acquire
certain classes of the Company's securities. The transactions contemplated
by the Securities Purchase Agreement were consummated on September 7, 2001.
Under the terms of the Securities Purchase Agreement, EP Power purchased
$4,000,000 of the Company's securities as described more fully below.
The source of funds for EP Power's purchase of the securities
pursuant to the Securities Purchase Agreement came from EP Power's working
capital.
EP Power is currently deemed to have beneficial ownership of
the securities to be issued pursuant to the Securities Purchase Agreement
because it owns Common Stock directly or has the right to acquire Common
Stock indirectly through the conversion of the Convertible Preferred Stock
(defined below) or the exercise of warrants to purchase Common Stock or
Convertible Preferred Stock, as applicable, within sixty days of September
7, 2001.
It is anticipated that the source of funds for EP Power's
exercise of the warrants issued under the Securities Purchase Agreement
will be provided by EP Power's working capital.
Item 4. Purpose of Transaction.
EP Power acquired for investment purposes $4,000,000 of the
Company's securities, consisting of 400,000 shares of Series A Convertible
Preferred Stock ("Convertible Preferred Stock"), warrants to purchase
100,000 shares of Convertible Preferred Stock, 80,217 shares of Common
Stock and warrants to purchase 750,000 shares of Common Stock pursuant to
the Securities Purchase Agreement.
The Company's board of directors is currently comprised of
eight members. Under the terms of the Securities Purchase Agreement,
holders of the Convertible Preferred Stock have the right to elect up to
four additional directors, at which time the Company's board of directors
will consist of 12 directors. EP Power has the right to elect one director
of the Company.
EP Power expects to evaluate on a continuing basis its goals
and objectives and general economic and equity market conditions, as well
as the Company's business operations and prospects. Based on such
evaluations, from time to time in the future, EP Power may (1) convert the
Convertible Preferred Stock into Common Stock, (2) exercise the warrants to
purchase the Convertible Preferred Stock, and subsequently convert such
stock into Common Stock, or (3) exercise the warrants to purchase Common
Stock for investment purposes. EP Power may also make additional purchases
of the Company's Common Stock. EP Power may, subject to the Investor Rights
Agreement (defined below) and the Stock Trading Agreement (defined below),
from time to time sell all or a portion of the Common Stock that it now
holds either in private placements, in the open market pursuant to Rule
144, and/or pursuant to Regulation S and other available exemptions from
the registration requirements of the Securities Act of 1933.
Except as set forth above, neither EP Power nor, to the
knowledge of EP Power, any of the persons named in Schedule I to this
document, has any plans or proposals that relate to or would result in any
of the matters referred to in paragraphs (a) through (j) of Item 4 of
Schedule 13D. EP Power, however, may at any time and from time to time,
review or reconsider its position with respect to any of such matters.
Item 5. Interest in Securities of the Issuer.
(a) EP Power and the Additional Investors entered into the
Securities Purchase Agreement to acquire certain classes of the Company's
securities. Under the terms of the Securities Purchase Agreement, EP Power
purchased 400,000 shares of Convertible Preferred Stock, warrants to
purchase 100,000 shares of Convertible Preferred Stock, 80,217 shares of
Common Stock and warrants to purchase 750,000 shares of Common Stock. The
Additional Investors purchased, in the aggregate, 1,200,000 shares of
Convertible Preferred Stock, warrants to purchase 300,000 shares of
Convertible Preferred Stock, 240,651 shares of Common Stock and warrants to
purchase 2,250,000 shares of Common Stock. Additionally, in partial
consideration for Newcourt Capital Securities, Inc.'s ("Newcourt") services
as a placement agent in connection with the Securities Purchase Agreement,
the Company issued to Newcourt warrants to purchase 3,314,830 shares of its
Common Stock ("Placement Agent Warrants").
Based on the initial conversion ratio for the Convertible
Preferred Stock (described below), EP Power, the Additional Investors and
Newcourt, collectively, are the beneficial owners of 26,635,698 shares of
Common Stock. Of this total number of shares, EP Power, the Additional
Investors and Newcourt have a right to acquire 26,314,830 shares of Common
Stock from the exercise of the warrants to purchase Common Stock and
Convertible Preferred Stock and the conversion of the Convertible Preferred
Stock. Based on the 30,722,167 shares of Common Stock issued and
outstanding as of July 31, 2001, as disclosed in the Company's quarterly
report on Form 10-QSB for the quarter ended June 30, 2001, EP Power, the
Additional Investors and Newcourt, as a group, may be deemed to
beneficially own approximately 46.44% of the outstanding Common Stock.
However, EP Power disclaims beneficial ownership of shares of Common Stock
beneficially owned by the Additional Investors and Newcourt. Therefore, EP
Power beneficially owns 5,830,217 shares of Common Stock on an as converted
basis. This number includes 5,750,000 shares of Common Stock for which EP
Power has a right to acquire pursuant to the exercise of the warrants to
purchase Common Stock and Convertible Preferred Stock and the conversion of
the Convertible Preferred Stock. Based on the 30,722,167 shares of Common
Stock issued and outstanding as of July 31, 2001, as disclosed in the
Company's quarterly report on Form 10-QSB for the quarter ended June 30,
2001, EP Power may be deemed the beneficial owner of approximately 15.95%
of the outstanding Common Stock.
Except as otherwise described herein, none of the controlling
members or members of the board of directors or executive officers of EP
Power and the controlling members named in Item 2 are the beneficial owners
of any shares of Common Stock purchased or to be purchased by EP Power.
(b) EP Power has the sole power to vote and direct the vote or
to dispose or direct the disposition of 5,830,217 shares of Common Stock on
an as converted basis. EP Power disclaims beneficial ownership of shares of
Common Stock beneficially owned by the Additional Investors and Newcourt.
No controlling member or member of the board of directors or
executive officer of EP Power or a controlling member named in Item 2 has
the sole power to vote or direct the vote or dispose or direct the
disposition of any shares of Common Stock purchased or to be purchased by
EP Power.
(c) See Item 6 below.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock purchased or to be purchased by EP Power.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
On July 31, 2001, EP Power and the Additional Investors entered
into the Securities Purchase Agreement with the Company. The transactions
contemplated by the Securities Purchase Agreement were consummated on
September 7, 2001. Pursuant to the terms of the Securities Purchase
Agreement, EP Power and the Additional Investors collectively purchased
$16,000,000 in aggregate amount of Convertible Preferred Stock, warrants to
purchase Convertible Preferred Stock, shares of Common Stock and warrants
to purchase Common Stock. EP Power purchased for $4,000,000 the following
securities:
1. 400,000 shares of Convertible Preferred Stock;
2. warrants to purchase 100,000 shares of Convertible Preferred Stock
at an initial exercise price of $10.00 per share;
3. 80,217 shares of Common Stock; and
4. warrants to purchase 750,000 shares of Common Stock at an initial
exercise price of $1.00 per share.
The Convertible Preferred Stock is convertible within 60 days
of September 7, 2001 into shares of Common Stock at the option of the
holder as determined by dividing $10.00 by the conversion price, which has
been initially set at $1.00, multiplied by each share of Convertible
Preferred Stock, subject to adjustments as set forth in the Securities
Purchase Agreement. Based on the initial conversion ratio, EP Power has the
right to acquire 5,000,000 shares of Common Stock as a result of the
conversion of the Convertible Preferred Stock and the exercise of the
warrants to purchase Convertible Preferred Stock. Each outstanding share of
Convertible Preferred Stock is entitled to dividends at a rate of 10% per
year of its stated value, which is $10.00. The Company may pay dividends in
cash or additional shares of Convertible Preferred Stock until the first
dividend payment that occurs after three years following the initial
issuance of the Convertible Preferred Stock. After that date, dividends
must be paid in cash and the dividend rate increases 0.5% every six months
to a maximum rate of 15% per year.
Pursuant to the terms of the Convertible Preferred Stock, EP
Power and the Additional Investors have the right to elect up to four
directors of the twelve-member board of directors, subject to decrease
depending on the number of shares of Convertible Preferred Stock
outstanding. Depending on the number of shares of Convertible Preferred
Stock outstanding, the holders will also have special approval rights to
approve certain matters in which the Company proposes to engage.
In connection with the Securities Purchase Agreement, the
Company entered into certain ancillary agreements -- the Investor Rights
Agreement, the Stockholders Agreement and the Stock Trading Agreement.
Under the terms of the Investor Rights Agreement, dated as of July 31, 2001
(the "Investor Rights Agreement"), between the Company, EP Power, the
Additional Investors and Newcourt, which became effective on September 7,
2001, EP Power, the Additional Investors and Newcourt have the right to
require the Company to register the shares of Common Stock received
directly or indirectly pursuant to the Securities Purchase Agreement or the
Common Stock to be received by Newcourt upon exercise of the Placement
Agent Warrants. EP Power, the Additional Investors and Newcourt, as a
group, have the right to demand an aggregate of four registrations provided
that each registration represents at least $5 million of market value. EP
Power, the Additional Investors and Newcourt are also entitled to customary
"piggyback" registration rights. Under the Investors Rights Agreement, EP
Power, the Additional Investors and Newcourt have preemptive rights with
respect to future sales by the Company of its capital stock to permit such
parties to maintain their percentage ownership interests.
On July 31, 2001, EP Power, the Additional Investors and the
Company entered into the Stockholders Agreement (the "Stockholders
Agreement"), which became effective on September 7, 2001. Under the
Stockholders Agreement, each investor (with two of the investors being
treated as one) has the right to designate one member to the Board of
Directors and to have a representative attend all meetings of the Board of
Directors as a board observer so long as it holds at least 200,000 shares
of Convertible Preferred Stock. Additionally, EP Power, the Additional
Investors and the Company have agreed that for so long as an investor owns
at least 2,000,000 shares of Common Stock, subject to adjustments, a
representative of such investor is entitled to attend all meetings of the
Board of Directors as an observer if such investor does not have a
designated board member. Each investor also agrees that if it converts more
than 50% of the Convertible Preferred Stock it purchases under the
Securities Purchase Agreement, it will, at the request of the Company,
convert the remainder of its Convertible Preferred Stock.
On July 31, 2001, EP Power, the Additional Investors, Newcourt
and certain officers of the Company entered into the Stock Trading
Agreement (the "Stock Trading Agreement") that limits the ability of EP
Power, the Additional Investors, Newcourt and such officers (the
"Restricted Parties") to sell Common Stock into the public market. The
Stock Trading Agreement became effective on September 7, 2001. The
Restricted Parties may not sell their shares of Common Stock until the
Company has completed a qualified primary offering, as set forth in the
Stock Trading Agreement, without complying with the sale restrictions set
forth in such agreement. If the Company does not complete a qualified
public offering within 18 months after the closing of the Securities
Purchase Agreement, the parties may sell their shares subject to certain
trading volume and block sale limitations set forth in the Stock Trading
Agreement. Each of the Restricted Parties and the Company has a right of
first offer if any other Restricted Party intends to sell its shares in a
private transaction. The Stock Trading Agreement will terminate September
7, 2004. However, if a qualified primary offering is completed within three
years after the Stock Trading Agreement becomes effective, the Stock
Trading Agreement will terminate 18 months after the completion of the
qualified primary offering. Except as set forth above, to the knowledge of
EP Power, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between EP Power and any other person
with respect to any securities of the Company, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to Be Filed as Exhibits.
EXHIBIT
NO. DESCRIPTION
1. Securities Purchase Agreement, dated as of July 31, 2001, by and
among Electric City Corp., Newcourt Capital USA Inc., Duke Capital
Partners, LLC, Morgan Stanley Dean Witter Equity Funding, Inc.,
Originators Investment Plan, L.P. and EP Power Finance, L.L.C.**
2. Investor Rights Agreement, dated as of July 31, 2001, by and among
Electric City Corp. and the Parties set forth on Schedule I
thereto.**
3. Stockholders Agreement, dated as of July 31, 2001, by and among
Electric City Corp. and the Parties set forth on Schedule I
thereto.**
4. Stock Trading Agreement, dated as of July 31, 2001, by and among
Electric City Corp., Newcourt Capital Securities, Inc., Newcourt
Capital USA Inc., EP Power Finance, L.L.C., Morgan Stanley Dean
Witter Equity Funding, Inc., Originators Investment Plan, L.P.,
Duke Capital Partners, LLC and each of the Members of Management
of Electric City Corp.**
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** Filed as an Exhibit by the Company in its Quarterly Statement on Form
10-QSB filed on August 13, 2001.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 14, 2001 EP POWER FINANCE, L.L.C.
By: /s/ John L. Harrison
-----------------------------
John L. Harrison,
Senior Vice President and
Chief Financial Officer
SCHEDULE I
The name, business address, present principal occupation or employment and
the name, principal business address of any corporation or other
organization in which such employment is conducted, of each of (i) the
members of the board of directors and executive officers of EP Power, (ii)
the members of the board of directors and executive officers of El Paso
Merchant, (iii) the members of the board of directors and executive
officers of EL Paso Tennessee and (iv) the members of the board of
directors and executive officers of El Paso, are set forth below:
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation
Business Address Which Serves Occupation is Conducted
---------------- ------------ ---------- --------------------------
(i) EP Power Finance, L.L.C.
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Ralph Eads Director Executive Vice President, El Paso Corporation
1001 Louisiana Street El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Clark C. Smith President and President and Director, El Paso Merchant Energy North America
1001 Louisiana Street Director El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
John B. Holmes, Jr. Chief Operating Chief Operating Officer, El Paso Merchant Energy North America
1001 Louisiana Street Officer El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
Grady M. Blakey Senior Vice Senior Vice President, El Paso Merchant Energy North America
1001 Louisiana Street President El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
J. Robert Collins, Jr. Senior Vice Senior Vice President, El Paso Merchant Energy North America
1001 Louisiana Street President El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
John L. Harrison Senior Vice Senior Vice President and El Paso Merchant Energy North America
1001 Louisiana Street President and Chief Financial Officer, Company
Houston, Texas 77002 Chief Financial El Paso Merchant Energy 1001 Louisiana Street
Officer North America Company Houston, Texas 77002
W.C. Mack Senior Vice Senior Vice President, El Paso Merchant Energy North America
1001 Louisiana Street President El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
Cecilia T. Heilmann Vice President, Vice President, Managing El Paso Merchant Energy North America
1001 Louisiana Street Managing Director and Controller, Company
Houston, Texas 77002 Director and El Paso Merchant Energy 1001 Louisiana Street
Controller North America Company Houston, Texas 77002
(ii) El Paso Merchant Energy North America Company.
---------------------------------------------
Ralph Eads Director Executive Vice President, El Paso Corporation
1001 Louisiana Street El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Clark C. Smith President and President and Director, El Paso Merchant Energy North America
1001 Louisiana Street Director El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
John B. Holmes, Jr. Chief Operating Chief Operating Officer, El Paso Merchant Energy North America
1001 Louisiana Street Officer El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
Grady M. Blakely Senior Vice Senior Vice President, El Paso Merchant Energy North America
1001 Louisiana Street President El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
J. Robert Collins, Jr. Senior Vice Senior Vice President, El Paso Merchant Energy North America
1001 Louisiana Street President El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
John L. Harrison Senior Vice Senior Vice President and El Paso Merchant Energy North America
1001 Louisiana Street President and Chief Financial Officer, Company
Houston, Texas 77002 Chief Financial El Paso Merchant Energy 1001 Louisiana Street
Officer North America Company Houston, Texas 77002
W.C. Mack Senior Vice Senior Vice President, El Paso Merchant Energy North America
1001 Louisiana Street President El Paso Merchant Energy Company
Houston, Texas 77002 North America Company 1001 Louisiana Street
Houston, Texas 77002
Cecilia T. Heilmann Vice President, Vice President, Managing El Paso Merchant Energy North America
1001 Louisiana Street Managing Director and Controller, Company
Houston, Texas 77002 Director and El Paso Merchant Energy 1001 Louisiana Street
Controller North America Company Houston, Texas 77002
(iii) El Paso Tennessee Pipeline Co.
------------------------------
H. Brent Austin Director, Executive Vice President and El Paso Corporation
1001 Louisiana Street Executive Vice Chief Financial Officer, 1001 Louisiana Street
Houston, Texas 77002 President and El Paso Corporation Houston, Texas 77002
Chief Financial
Officer
Jeffrey I. Beason Director, Senior Senior Vice President and El Paso Corporation
1001 Louisiana Street Vice President Controller, 1001 Louisiana Street
Houston, Texas 77002 and Controller El Paso Corporation Houston, Texas 77002
Joel Richards III Director and Executive Vice President, El Paso Corporation
1001 Louisiana Street Executive Vice Human Resources and 1001 Louisiana Street
Houston, Texas 77002 President Administration, Houston, Texas 77002
El Paso Corporation
Kenneth L. Smalley Director Retired El Paso Tennessee Pipeline Co.
1001 Louisiana Street 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Britton White Jr. Director, Executive Vice President and El Paso Corporation
1001 Louisiana Street Executive Vice General Counsel, 1001 Louisiana Street
Houston, Texas 77002 President and El Paso Corporation Houston, Texas 77002
General Counsel
William A. Wise Chairman of the Chairman of the Board, El Paso Corporation
1001 Louisiana Street Board, President President and Chief Executive 1001 Louisiana Street
Houston, Texas 77002 and Chief Officer, Houston, Texas 77002
Executive Officer El Paso Corporation
Wayne B. Allred Senior Vice Senior Vice President, El Paso Corporation
1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
(iv) El Paso Corporation.
--------------------
William A. Wise Chairman of the Director, Chairman of the El Paso Corporation
1001 Louisiana Street Board, President, Board, President, and Chief 1001 Louisiana Street
Houston, Texas 77002 Chief Executive Executive Officer, Houston, Texas 77002
Officer, and El Paso Corporation
Director
H. Brent Austin Executive Vice Executive Vice President and El Paso Corporation
1001 Louisiana Street President and Chief Financial Officer, 1001 Louisiana Street
Houston, Texas 77002 Chief Financial El Paso Corporation Houston, Texas 77002
Officer
Ralph Eads Executive Vice Executive Vice President, El Paso Corporation
1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Joel Richards III Executive Vice Executive Vice President, El Paso Corporation
1001 Louisiana Street President Human Resources and 1001 Louisiana Street
Houston, Texas 77002 Administration, Houston, Texas 77002
El Paso Corporation
William A. Smith Executive Vice Executive Vice President, El Paso Corporation
1001 Louisiana Street President Business Development, 1001 Louisiana Street
Houston, Texas 77002 El Paso Corporation Houston, Texas 77002
John W. Somerhalder II President, President, Pipeline Group, El Paso Corporation
1001 Louisiana Street Pipeline Group El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Britton White Jr. Executive Vice Executive Vice President and El Paso Corporation
1001 Louisiana Street President and General Counsel, 1001 Louisiana Street
Houston, Texas 77002 General Counsel El Paso Corporation Houston, Texas 77002
Jeffrey I. Beason Senior Vice Senior Vice President and El Paso Corporation
1001 Louisiana Street President and Controller, 1001 Louisiana Street
Houston, Texas 77002 Controller El Paso Corporation Houston, Texas 77002
C. Dana Rice Senior Vice Senior Vice President and El Paso Corporation
1001 Louisiana Street President and Treasurer, 1001 Louisiana Street
Houston, Texas 77002 Treasurer El Paso Corporation Houston, Texas 77002
Patricia A. Shelton President, President of Western Pipeline El Paso Natural Gas Company
1001 Louisiana Street Western Pipeline Division, 1001 Louisiana Street
Houston, Texas 77002 Division El Paso Natural Gas Company Houston, Texas 77002
E. J. Holm Chief Executive Chief Executive Officer, El Paso Natural Gas Company
1001 Louisiana Street Officer, Eastern Eastern Pipeline Division, 1001 Louisiana Street
Houston, Texas 77002 Pipeline Division El Paso Natural Gas Company Houston, Texas 77002
John D. Hushon Chief Executive Chief Executive Officer, El El Paso Energy International Company
1001 Louisiana Street Officer, El Paso Paso Europe, 1001 Louisiana Street
Houston, Texas 77002 Europe El Paso Energy International Houston, Texas 77002
Company
Greg G. Jenkins President of El President, El Paso Global Networks Company
1001 Louisiana Street Paso Global El Paso Global Networks 1001 Louisiana Street
Houston, Texas 77002 Networks Company Houston, Texas 77002
Company
Robert G. Phillips President of El President, El Paso Field Services, L.P.
1001 Louisiana Street Paso Field El Paso Field Services L.P. 1001 Louisiana Street
Houston, Texas 77002 Services, L.P. Houston, Texas 77002
James C. Yardley President, President, Southern Natural Gas Company
1001 Louisiana Street Southern Natural Southern Natural Gas 1001 Louisiana Street
Houston, Texas 77002 Gas Company Company Houston, Texas 77002
John B. Holmes, Jr. Chief Operating Chief Operating Officer, El Paso Merchant Energy Holding Company
1001 Louisiana Street Officer, Merchant Merchant Energy Group, 1001 Louisiana Street
Houston, Texas 77002 Energy Group El Paso Merchant Energy Houston, Texas 77002
Holding Company
Stephen C. Beasley President, President, Tennessee Gas Pipeline Company
1001 Louisiana Street Tennessee Gas Tennessee Gas Pipeline 1001 Louisiana Street
Houston, Texas 77002 Pipeline Company Company Houston, Texas 77002
James J. Cleary President, ANR President, ANR Pipeline Company
1001 Louisiana Street Pipeline Company ANR Pipeline Company 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Byron Kelly President, El Paso President, El Paso Energy International Company
1001 Louisiana Street Energy El Paso Energy International 1001 Louisiana Street
Houston, Texas 77002 International Company Houston, Texas 77002
Tom Wade President, President, Merchant Energy Coastal States Crude Gathering Company
1001 Louisiana Street Merchant Energy Petroleum Markets, 1001 Louisiana Street
Houston, Texas 77002 Petroleum Coastal States Crude Houston, Texas 77002
Markets Gathering Company
Rod Erskine President, El Paso President, El Paso Production Company
1001 Louisiana Street Production El Paso Production Company 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Byron Allumbaugh Director Retired Chairman, Ralphs Ralphs Grocery Company
610 Newport Center Drive, Suite Grocery Company 610 Newport Center Drive
210 Suite 210
Newport Beach, CA 92660 Newport Beach, CA 92660
David A. Arledge Non-Executive Non-Executive Vice El Paso Corporation
1001 Louisiana Street Vice Chairman of Chairman of the Board, 1001 Louisiana Street
Houston, Texas 77002 the Board El Paso Corporation Houston, Texas 77002
John M. Bissell Director Chairman of the Board, Bissell Inc.
2345 Walker Ave., N.W. Bissell Inc. 2345 Walker Ave., N.W.
Grand Rapids, MI 49501 Grand Rapids, MI 49501
Juan Carlos Braniff Director Vice Chairman, Universidad 1200, Col. XOCO
Universidad 1200, Col. XOCO Grupo Financiero Bancomer Mexico, D.F.C.P. 03339
Mexico, D.F.C.P. 03339
James F. Gibbons Director Professor at Stanford Stanford University
Stanford University University School of Paul G. Allen Center for Integrated Systems
Paul G. Allen Center for Engineering Room 201 (Mail Stop 4075)
Integrated Systems Stanford, CA 94305
Room 201 (Mail Stop 4075)
Stanford, CA 94305
Anthony W. Hall, Jr. Director City Attorney, City of Attorney, City of Houston
P.O. Box 1562 Houston P.O. Box 1562
Houston, Texas 77025 Houston, Texas 77251
Ronald L. Kuehn, Jr. Director Business Consultant, El Paso Corporation
1001 Louisiana Street El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
J. Carleton MacNeil Jr. Director Securities Consultant 7020 Port Washington Road, Suite 200
7020 Port Washington Road, Milwaukee, WI 53217
Suite 200
Milwaukee, WI 53217
Thomas R. McDade Director Senior Partner, McDade, Fogler, Marnes, L.L.P.
Two Houston Center McDade, Fogler, Marnes, Two Houston Center
909 Fannin, Suite 1200 L.L.P. 909 Fannin, Suite 1200
Houston, Texas 77010 Houston, Texas 77010
Malcolm Wallop Director Chairman, Western Strategy Group
Western Strategy Group Western Strategy Group 1100 Wilson Blvd.,
1100 Wilson Blvd., Suite 1400
Suite 1400 Arlington, VA 22209
Arlington, VA 22209
Joe B. Wyatt Director Chancellor Emeritus, Vanderbilt University
Vanderbilt University Vanderbilt University 211 Kirkland Mall
211 Kirkland Mall Nashville, TN 37240
Nashville, TN 37240
Item 2(d): To the knowledge of EP Power, none of EP Power, El Paso
Merchant, El Paso Tennessee or El Paso, or any of the individuals
identified in this Schedule I has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Item 2(e): To the knowledge of EP Power, none of EP Power, El Paso
Merchant, El Paso Tennessee or El Paso, or any of the individuals
identified in this Schedule I has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 2(f): Each of the individuals identified in this Schedule I is a
citizen of the United States of America with the exception of Juan Carlos
Braniff who is a citizen of Mexico.