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Pastimes : Georgia Bard's Corner -- Ignore unavailable to you. Want to Upgrade?

To: Ga Bard who wrote (6342)	6/16/1999 7:57:00 PM
From: Frank Fontaine	Read Replies (1) \| Respond to of 9440

This is all I have found on DEEP. My Track spit it back at Me and said it wasn't in Their data base. DEEPTECH INTERNATL INC amends offer. senior notes. Excerpted from S-3/A filed on 03/08 by DEEPTECH INTERNATIONAL INC: DEEPTECH INTERNATL INC amends offer. senior notes. PROSPECTUS DEEPTECH INTERNATIONAL INC. $77,600,000 12% SENIOR NOTES DUE 2000 FULLY AND UNCONDITIONALLY GUARANTEED BY EL PASO ENERGY CORPORATION The $77,600,000 12% Senior Notes Due 2000 (the "Senior Notes," or the "Securities") of DeepTech International Inc. ("DeepTech") and the guarantees associated with the Senior Notes (the "Guarantees," and together with the Securities, the "Guaranteed Securities"), to which this Prospectus relates will be offered (the "Offering") by certain holders of the Senior Notes (the "Selling Holders"). All of the Selling Holders do not necessarily intend to sell their Guaranteed Securities, but they may decide to do so in the future. See "Selling Holders." The Guaranteed Securities offered by the Selling Holders may be sold from time to time at prices then prevailing, in negotiated transactions or in the over-the-counter market, or in brokerage transactions, or in a combination of such transactions. Neither El Paso Energy Corporation ("El Paso Energy" or the "Company") nor DeepTech will receive any proceeds from the sale of the Guaranteed Securities offered hereby. Interest on the Senior Notes is payable semi-annually on June 15 and December 15 of each year. The Senior Notes may be redeemed at the option of DeepTech, in whole or in part, at any time on or after June 15, 1999 upon not less than 30 days' nor more than 60 days' notice, at 106% of their principal amount, plus accrued interest, and at 100% of such principal amount, plus accrued and unpaid interest, to the date of redemption from and after June 15, 2000. The Senior Notes rank pari passu in right of payment with all other senior Indebtedness (defined herein) and senior to all other Indebtedness of DeepTech. As a result of a holding company reorganization effected on August 1, 1998, El Paso Natural Gas Company ("EPNG") became a wholly owned subsidiary of El Paso Energy and El Paso Energy succeeded EPNG as the publicly traded corporation. In conjunction with the merger of DeepTech with EPNG or El Paso Energy (the "Merger") pursuant to the Agreement and Plan of Merger dated as of February 27, 1998, as amended, and the solicitations (the "Solicitations") of consents to certain waivers (the "Waivers") and amendments (the "Amendments") from the holders of the Senior Notes (the "Holders") by EPNG and DeepTech pursuant to a consent solicitation statement (the "Statement") and a Consent Letter (the "Consent Letter") with respect to the Securities, EPNG agreed that EPNG or El Paso Energy, as successor to EPNG, would guarantee the Securities and would register the resales of such Guarantees under the Securities Act of 1933, as amended (the "Securities Act"), if the Merger were effected between DeepTech and a subsidiary of El Paso Energy. Based upon elections made by stockholders of DeepTech, on August 14, 1998 the Merger was effected as a merger of a subsidiary of El Paso Energy into DeepTech, and El Paso Energy issued the Guarantees on that date. The Registration Statement of which this Prospectus forms a part is being filed to permit the resale under the Securities Act of the Securities as well as the resale of the Guarantees. The Senior Notes are not listed on any securities exchange or authorized for quotation on the Nasdaq system. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS MARCH 8, 1999. (End of Item Excerpt) (End of Item Excerpt) USE OF PROCEEDS The Guaranteed Securities offered hereby are being sold by the Selling Holders named under the caption "Selling Holders." Neither El Paso Energy nor DeepTech will receive any proceeds from the Offering. EL PASO ENERGY CORPORATION RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK DIVIDEND REQUIREMENTS TABLE CAPTION NINE MONTHS ENDED YEAR ENDED DECEMBER 31, SEPTEMBER 30, -------------------------------- 1998(2) 1997 1996 1995 1994 1993 S C C C C C C Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Stock Dividend Requirements(1).............................. 2.02x 2.26x 1.59x 2.51x 2.87x 3.04x TABLE (End of Item Excerpt) (End of Item Excerpt) ------------------------------------------------------------------------ DISCLAIMER: The information provided through this news feed is excerpted from documents filed with the Securities and Exchange Commission (SEC) and should not be relied upon without review of the full documents filed with the SEC. In no event will Internet Financial Network, Inc., its officers, directors, employees, stockholders or agents, be liable to you or to any third party for any damages, costs or expenses arising or incurred in connection with any action taken or failure to act that is based upond the information contained in or omitted from this news feed or the documents filed with the SEC. ifn.com

To: Ga Bard who wrote (6342)	6/16/1999 8:03:00 PM
From: Frank Fontaine	Read Replies (2) \| Respond to of 9440

Maybe this has a little bearing on it LOLOL. (PR NEWSWIRE) DJ: El Paso Energy Completes Acquisition of DeepTech Interna DJ: El Paso Energy Completes Acquisition of DeepTech International and Its Interests in Leviathan Gas Pipeline HOUSTON, Aug. 17 /PRNewswire/ -- El Paso Energy Corporation (NYSE: EPG) announced today that the acquisition of DeepTech International Inc. (Nasdaq: DEEP) and its interests in Leviathan Gas Pipeline was completed effective August 14, 1998. As a result of these transactions, El Paso Energy owns 100 percent of the general partner of Leviathan Gas Pipeline Partners, L. P. (NYSE: LEV) and a 27.3 percent effective interest in the partnership. Based upon the elections by DeepTech stockholders, all DeepTech common stockholders will receive $14 in cash for each DeepTech share, unless they elected to receive El Paso Energy common stock in a taxable transaction. The net cost of the transaction was approximately $450 million and was funded through existing credit facilities. "The DeepTech acquisition gives El Paso Energy a strong presence in the most significant new oil and gas play in North America," said Robert G. Phillips, president of El Paso Field Services Company. "Activity in the Deepwater Trend and the ultradeep regions in the Gulf of Mexico continues to be robust. The combination of Leviathan with our existing offshore assets positions El Paso Energy to make significant infrastructure investments to support this growth. As a leader in offshore gathering, Leviathan should benefit from continued technological advances in deepwater drilling and production and the synergies arising from its association with El Paso Energy." Leviathan is the largest independent gatherer of natural gas in the Gulf of Mexico, with interests in pipeline systems which transported more than 2.8 billion cubic feet per day (Bcf/d) in 1997. The pipeline systems, which cover a large portion of the Outer Continental Shelf and access the prolific Deepwater Trend of the Gulf of Mexico, include: the High Island Offshore System, the U-T Offshore System, the Stingray Pipeline system, the Nautilus/Manta Ray Offshore system, the Viosca Knoll Gathering system and the Poseidon Oil Pipeline. In addition, Leviathan produces oil and gas from several offshore blocks and owns interests in several multi-purpose offshore platforms which process oil and gas for producers. With over $9 billion in assets, El Paso Energy Corporation provides energy solutions through five business units: Tennessee Gas Pipeline Company, El Paso Natural Gas Company, El Paso Field Services Company, El Paso Energy Marketing Company, and El Paso Energy International Company. The company owns the nation's only integrated coast-to-coast natural gas pipeline system and has operations in interstate natural gas transmission, gas gathering and processing, energy marketing, and international infrastructure development. Visit El Paso Energy's web site at www.epenergy.com. Some information included in this document may be forward looking and may involve risks and uncertainties, including general economic and competitive conditions that could significantly impact expected results. Reference should be made to the Company's (and its affiliates') Securities and Exchange Commission filings for important factors that may affect actual results. /CONTACT: Media: Russ Roberts, 713-420-5435, or Investors: Scott Vonderheide, 713-420-4527, both of El Paso Energy Corporation/ 11:21 EDT