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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
October 7, 1999
(Date of earliest event reported)
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
KANSAS 1-6446 48-0290000
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1301 McKinney, Suite 3400
Houston, Texas 77010
(Address of principal executive offices, including zip code)
713-844-9500
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS.
On October 7, 1999, K N Energy, Inc., a Kansas corporation (the
"Company"), consummated its acquisition of Kinder Morgan, Inc., a Delaware
corporation ("Kinder Morgan - Delaware"). Pursuant to the Agreement and Plan of
Merger dated July 8, 1999, as amended by the First Amendment to the Merger
Agreement dated August 20, 1999 (the "Merger Agreement"), by and among the
Company, Rockies Merger Corp., a Delaware corporation and wholly-owned
subsidiary of the Company ("Merger Sub"), and Kinder Morgan - Delaware, among
other things, Merger Sub was merged with and into Kinder Morgan - Delaware, with
Kinder Morgan - Delaware as the surviving corporation (the "Merger"). In
conjunction with the Merger, the Company changed its name from "K N Energy,
Inc." to "Kinder Morgan, Inc."
Pursuant to the terms of the Merger Agreement, each outstanding share
of common stock, par value $0.01 per share, of Kinder Morgan - Delaware was
converted into 3,917.957 shares of common stock, par value $5.00 per share, of
the Company ("Company Common Stock"), resulting in an issuance of 41,483,323
shares of Company Common Stock.
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ITEM 5. OTHER EVENTS.
On October 7, 1999, the Company issued a press release announcing the
closing of the Merger and the Company's subsequent name change to "Kinder
Morgan, Inc." This press released is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
On October 7, 1999, David W. Burkholder, Robert H. Chitwood, Howard P.
Coghlan, Jordan L. Haines and James C. Taylor resigned as directors of the
Company effective as of the closing of the transactions contemplated by the
Merger Agreement. On October 8, 1999, the number of directors constituting the
Board of Directors was set at 10 and the remaining directors, in accordance with
the Governance Agreements described below, appointed Richard D. Kinder, William
V. Morgan, Ted A. Gardner and Fayez Sarofim to fill the four vacancies on the
Company's Board of Directors.
In addition, upon consummation of the Merger, the Company entered into
Governance Agreements with each of Richard D. Kinder and Morgan Associates,
Inc., a Kansas corporation. A copy of Mr. Kinder's Governance Agreement is
attached hereto as an exhibit and is hereby incorporated by reference. A copy of
Morgan Associates, Inc.'s Governance Agreement is attached hereto as an exhibit
and is hereby incorporated by reference. Also, upon consummation of the Merger,
the Company entered into an Employment Agreement with Richard D. Kinder. A copy
of Mr. Kinder's Employment Agreement is attached hereto as an exhibit and is
hereby incorporated by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
The financial statements of Kinder Morgan - Delaware and of Kinder
Morgan Energy Partners, L.P. and subsidiaries as of and for the year ended
December 31, 1998 and the six-month period ended June 30, 1999 are hereby
incorporated by reference to the Company's Registration Statement on Form
S-4 filed on August 23, 1999 (File No. 333-85747).
(b) Pro Forma Financial Information.
The pro forma financial information related to the acquisition is
hereby incorporated by reference to the Company's Registration Statement
on Form S-4 filed on August 23, 1999 (File No. 333-85747).
(c) Exhibits.
The following materials are filed as exhibits to this Current Report
on Form 8-K.
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated
July 8, 1999, by and among the
Company, Merger Sub and Kinder
Morgan - Delaware (incorporated by
reference to Annex A-1 of the
Company's Registration Statement on
Form S-4 filed on August 23, 1999
(File No. 333-85747)).
2.2 First Amendment to the Agreement and
Plan of Merger dated August 20,
1999, by and among the Company,
Merger Sub and Kinder Morgan -
Delaware (incorporated by reference
to Annex A-2 of the Company's
Registration Statement on Form S-4
filed on August 23, 1999 (File No.
333-85747)).
10.1 Governance Agreement dated October
7, 1999, by and between the Company
and Richard D. Kinder (incorporated
by reference to Exhibit 99.C of the
Schedule 13D filed by Mr. Kinder on
October 8, 1999).
10.2 Governance Agreement dated October
7, 1999, by and between the Company
and Morgan Associates, Inc.
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(incorporated by reference to
Exhibit 99.C of the Schedule 13D
filed by Morgan Associates, Inc. on
October 8, 1999).
10.3 Employment Agreement dated October
7, 1999, by and between the Company
and Richard D. Kinder (incorporated
by reference to Exhibit 99.D of the
Schedule 13D filed by Mr. Kinder on
October 8, 1999).
*23.1 Consent of PricewaterhouseCoopers LLP
*99.1 Press Release of the Company issued
October 7, 1999.
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* filed herewith
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S I G N A T U R E
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 hereunto duly authorized.
KINDER MORGAN, INC.
Dated: October 21, 1999 By: /s/ JOSEPH LISTENGART
-------------------------------
Joseph Listengart
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated July 8,
1999, by and among the Company, Merger Sub and
Kinder Morgan - Delaware (incorporated by
reference to Annex A-1 of the Company's
Registration Statement on Form S-4 filed on
August 23, 1999 (File No. 333-85747)).
2.2 First Amendment to the Agreement and Plan of
Merger dated August 20, 1999, by and among the
Company, Merger Sub and Kinder Morgan -
Delaware (incorporated by reference to Annex
A-2 of the Company's Registration Statement on
Form S-4 filed on August 23, 1999 (File No.
333-85747)).
10.1 Governance Agreement dated October 7, 1999, by
and between the Company and Richard D. Kinder
(incorporated by reference to Exhibit 99.C of
the Schedule 13D filed by Mr. Kinder on October
8, 1999).
10.2 Governance Agreement dated October 7, 1999, by
and between the Company and Morgan Associates,
Inc. (incorporated by reference to Exhibit 99.C
of the Schedule 13D filed by Morgan Associates,
Inc. on October 8, 1999).
10.3 Employment Agreement dated October 7, 1999, by
and between the Company and Richard D. Kinder
(incorporated by reference to Exhibit 99.D of
the Schedule 13D filed by Mr. Kinder on October
8, 1999).
*23.1 Consent of PricewaterhouseCoopers LLP
*99.1 Press Release of the Company issued October 7,
1999.
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* filed herewith
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this current report on
Form 8-K of Kinder Morgan, Inc. of our report dated March 10, 1999 and March 31,
1999 included in K N Energy, Inc.'s Registration Statement on Form S-4 (File No.
333-85747) dated August 23, 1999 relating to the financial statements of Kinder
Morgan Energy Partners, L.P. and Kinder Morgan, Inc., respectively, as of
December 31, 1998 and for the year then ended.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
August 23, 1999
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EXHIBIT 99.1
[KINDER MORGAN LOGO]
Larry Pierce Irene Twardowski
Media Relations Investor Relations
(303)914-4751 (713)844-9543
KINDER MORGAN - KN ENERGY TRANSACTION COMPLETED
COMPANY WILL TRADE AS "KMI" ON NYSE
HOUSTON, Oct. 7, 1999 - Kinder Morgan, Inc. today announced that its
merger with KN Energy, Inc. (NYSE: KNE) is complete. The combined company has
been renamed Kinder Morgan, Inc. and will trade under the New York Stock
Exchange symbol "KMI." Kinder Morgan Energy Partners, L.P. (NYSE: ENP), a
master limited partnership operated by a subsidiary of Kinder Morgan, Inc.,
will remain a separate entity and will continue to trade as "ENP."
"We are very pleased with the expeditious manner in which the regulatory
agencies worked with us to bring this merger to closure," said Rich Kinder,
chairman and chief executive officer of the company. The merger was announced
on July 8, 1999.
"We are excited about the prospects of the combined company, and are
working hard to implement our 'back to basics' strategy," Kinder said.
Kinder Morgan, Inc. is one of the largest midstream energy companies in
America, operating more than 30,000 miles of natural gas and products pipelines
in 26 states. It also has significant retail distribution, marketing,
gathering, electric generation and terminal assets. Kinder Morgan, Inc.,
through its general partner interest, operates Kinder Morgan Energy Partners,
L. P., America's largest pipeline master limited partnership. Combined, the two
companies have an enterprise value of approximately $10 billion.
# # #
For more information, contact: www.kindermorgan.com or www.kne.com
(more)
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KINDER MORGAN-KN TRANSACTION PAGE 2
This news release contains forward-looking statements within the scope
of the Securities Act of 1933 and the Securities Exchange Act of 1934. Although
the company believes that these statements are based upon reasonable
assumptions, it can give no assurance that its goals will be achieved.
Differences between assumed facts and actual results can be material depending
on the circumstances and investors should be aware of important factors that
could have a material impact on future results. Such factors include, among
others, the pace of deregulation of retail natural gas and electricity; federal,
state and international regulatory developments; the timing and extent of
changes in commodity prices for oil, natural gas, natural gas liquids,
electricity, certain agricultural products and interest rates; the extent of
success in acquiring natural gas facilities; the timing and success of efforts
to develop power, pipeline and other projects; political developments in foreign
countries; weather-related factors; and conditions of the capital markets and
equity markets during the periods noted in the release. All of these factors are
difficult to predict and many are beyond the company's control.
