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EL PASO NATURAL GAS ANNOUNCES NEW DIRECTOR, DECLARES DIVIDENDS, ADOPTS SHAREHOLDER RIGHTS PLAN AND KEY EXECUTIVE AND EMPLOYEE SEVERANCE PLANS

EL PASO NATURAL GAS ANNOUNCES NEW DIRECTOR, DECLARES DIVIDENDS, ADOPTS
 SHAREHOLDER RIGHTS PLAN AND KEY EXECUTIVE AND EMPLOYEE SEVERANCE PLANS
 EL PASO, Texas, July 7 /PRNewswire/ -- El Paso Natural Gas Company (NYSE: EPG) (EPG) announced today the election of Byron Allumbaugh to its board of directors. Allumbaugh, 61, is chairman and chief executive officer of Ralphs Grocery Company in Los Angeles. He joined Ralphs Grocery Company in 1958.
 Allumbaugh currently serves on the following corporate boards of directors: H.F. Ahmanson & Company, CIES (International Chain Store Assoc.), Los Angeles Area Chamber of Commerce and United Way. He is the chairman of the 1992 United Way campaign for Los Angeles; president of the California Retailers Association; and a member of the CEO Board of Advisors, School of Business, University of Southern California.
 The board voted to pay on Oct. 1, 1992, a quarterly dividend of 25 cents per share on the company's outstanding common stock to shareholders of record Sept. 11, 1992. Outstanding common stock as of June 30, 1992 is 37,301,458 shares.
 The board of directors, as contemplated in the public offering and spin-off documents, also adopted a Shareholder Rights Plan and Key Executive Severance Plan. In addition, the board adopted an Employee Severance Protection Plan. All three of these plans are substantially identical to plans in effect at the company's former corporate parent, Burlington Resources Inc.
 Details of the Shareholder Rights Plan are outlined in a letter being mailed to all of EPG's shareholders. The dividend distribution of rights will be made on July 28, 1992 to stockholders of record on that date, and the rights will expire 10 years later on July 28, 2002. Because the rights will not be initially exercisable and will trade with the common stock, separate rights certificates will not be provided at this time. The rights distribution is not initially taxable to stockholders. Generally, the rights may not be exercised until a third party, without the company's prior consent, acquires shares representing 15 percent or more of the company's voting power and thereafter all stockholders, except the acquiror, would be entitled to purchase stock of the company (and under certain circumstances, stock of the acquiror) having a value of twice the exercise price of the rights.
 The Shareholder Rights Plan is not intended to prevent a well- financed and adequate offer for the company, but should encourage any potential buyer to negotiate appropriately with the EPG board of directors in lieu of attempting a hostile acquisition. The rights will thus help the board preserve the long-term value of all stockholders' investment in the company.
 The Key Executive and Employee Severance Protection Plans provide certain severance benefits to executives and employees who are terminated within two years following a change in control of the company.
 The Shareholder Rights Plan and Severance Plans were not adopted in response to any specific attempt to acquire control of the company, and the company is not aware of any such effort.
 -0- 07/07/92
 CONTACT: Norma F. Dunn of El Paso Natural Gas Company, 915-541-5443
 (EPG) CO: EL PASO NATURAL GAS COMPANY IN: OIL ST: TX -- NY067 -- X829 07/07/92
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Copyright 1992 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Jul 7, 1992
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