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Registration number 33-_______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
K N ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 48-0290000
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
370 VAN GORDON STREET
P.O. BOX 281304
LAKEWOOD, COLORADO 80228-8304
(Address of Principal Executive Offices) (zip code)
AMERICAN OIL AND GAS CORPORATION
STOCK INCENTIVE PLAN
(Full Title of the Plan)
WILLIAM S. GARNER, JR.
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
370 VAN GORDON STREET, P.O. BOX 281304
LAKEWOOD, COLORADO 80228-8304
(Name and Address of
Agent for Service)
(303) 989-1740
(Telephone Number,
Including Area Code, of Agent
For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (1) Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $5.00 per
share............. 517,000 $17.21 $8,897,570 $3,069
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(1) In connection with its acquisition by merger of American Oil
and Gas Corporation ("AOG"), the registrant will assume
outstanding employee stock options of AOG. Pursuant to Rule
457(h)(1), the registration fee was computed on the basis of
the prices at which the assumed stock options may be
exercised.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by K N with the Securities and Exchange
Commission (File No. 1-6446) pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated herein by reference:
1. K N's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, as amended by Form 10-K/A dated June 9, 1994;
2. K N's Quarterly Report on Form 10-Q with respect to the fiscal quarter
ended March 31, 1994, as amended by Form 10-Q/A dated June 9, 1994;
3. K N's Current Reports on Form 8-K dated February 3, 1994, March 25,
1994 and July 13, 1994; and
4. K N's Registration Statement on Form 8-A, as amended, registering its
Common Stock under Section 12(b) of the Exchange Act.
If any other document is filed by K N pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
all securities offered have been sold or which deregisters all securities then
remaining unsold, such document shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing such document.
ITEM 16. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 17-6305 of the Kansas General Corporation Law provides that a
Kansas corporation shall have power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or suit (including an action by or in the right of the
corporation to procure a judgment in its favor) or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit by
or in the right of the corporation, including attorney fees, and against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, including attorney fees, if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. Article Ninth of the articles of incorporation of the registrant
requires the registrant to provide substantially the same indemnification of
its directors and officers as that authorized by Kansas General Corporation
Law.
The registrant has insurance policies which, among other things,
include liability insurance coverage for directors and officers, with a
$200,000 corporate reimbursement deductible clause, under which directors
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and officers are covered against "loss" arising from any claim or claims which
may be made against a director or officer by reason of any "wrongful act" in
their respective capacities as directors and officers. "Loss" is defined so as
to exclude, among other things, fines or penalties, as well as matters deemed
uninsurable under the law pursuant to which the policy is to be construed.
"Wrongful act" is defined to include any actual or alleged breach of duty,
neglect, error, misstatement, misleading statement or omission done or
wrongfully attempted. The policy also contains other specific definitions and
exclusions and provides an aggregate of more than $20,000,000 of insurance
coverage.
ITEM 18. EXHIBITS.
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Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of the Registrant. Incorporated herein by reference to Exhibit 28 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1988.
4.2 By-laws of the Registrant, as amended. Incorporated herein by reference to Exhibit 4.2 to Registration
Statement on Form S-3 (File No. 33-42698).
4.3 Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other
Special Rights, and Qualifications, Limitations or Restrictions Thereof, of the Class A $8.50 Cumulative
Preferred Stock, Without Par Value, of the Registrant. Incorporated herein by reference to Exhibit 4.3 to
Registration Statement on Form S-3 (File No. 33-26314).
4.4 Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional and Other
Special Rights, and Qualifications, Limitations or Restrictions Thereof, of the Class B $8.30 Series Cumulative
Preferred Stock, Without Par Value, of the Registrant. Incorporated herein by reference to Exhibit 4.4 to
Registration Statement on Form S-3 (File No. 33-26314).
5.1 Opinion of William S. Garner, Jr. regarding the legality of the securities.
23.1 Consent of William S. Garner, Jr. (included in Exhibit 5.1 hereof).
23.2 Consent of Arthur Andersen & Co.
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ITEM 19. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful
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defense of any action, suit or proceeding) is asserted against the registrant
by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(2) It shall file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (2)(i) and (2)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(3) For the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(4) It shall remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lakewood, State of Colorado on the 13th day of
July, 1994.
K N ENERGY, INC.
BY: /s/ E. Wayne Lundhagen
----------------------
E. Wayne Lundhagen
Vice President - Finance and Accounting
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 13, 1994.
Signature Title
--------- -----
(i) Principal executive officer:
Chairman of the Board and
Chief Executive Officer
/s/ Charles W. Battey
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(Charles W. Battey)
(ii) Principal financial and accounting officer:
Vice President - Finance and
Accounting
/s/ E. Wayne Lundhagen
----------------------
(E. Wayne Lundhagen)
(iii) Directors:
/s/ Charles W. Battey
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(Charles W. Battey)
/s/ Stewart A. Bliss
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(Stewart A. Bliss)
/s/ David W. Burkholder
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(David W. Burkholder)
/s/ Robert H. Chitwood
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(Robert H. Chitwood)
/s/ Howard P. Coghlan
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(Howard P. Coghlan)
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/s/ Robert B. Daugherty
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(Robert B. Daugherty)
/s/ Jordan L. Haines
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(Jordan L. Haines)
/s/ Larry D. Hall
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(Larry D. Hall)
/s/ William J. Hybl
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(William J. Hybl)
/s/ H. A. True, III
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(H. A. True, III)
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description Page Number
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<S> <C> <C>
5.1 Opinion of William S. Garner, Jr. . . . . . . . . . .
23.2 Consent of Arthur Andersen & Co. . . . . . . . . . .
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EXHIBIT 5.1
July 13, 1994
K N Energy, Inc.
370 Van Gordon Street
Lakewood, Colorado 80228-8304
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of K N Energy, Inc.,
a Kansas corporation (the "Company"), and I have advised the Company in
connection with the registration, pursuant to a Registration Statement on Form
S-8 being filed with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of the
issuance by the Company from time to time of up to 517,000 shares of the
Company's Common Stock, par value $5.00 per share (the "Shares"). The Shares
are issuable upon exercise of outstanding stock options (the "Options") to
purchase shares of common stock of American Oil and Gas Corporation that were
assumed by the Company in connection with the merger (the "Merger") of KNE
Acquisition Corporation into American Oil and Gas Corporation. Such merger was
consummated on the date hereof.
In this connection, I have examined the corporate records of the
Company, including its Restated Articles of Incorporation, its By-laws and
minutes of meetings of its directors. I have also examined the Registration
Statement, together with the exhibits thereto and such other documents as I
have deemed necessary for the purpose of expressing the opinion contained
herein.
Based upon the foregoing, I am of the opinion that the Shares will be,
when issued in accordance with the terms of the Options, validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of
the Act and the rules and regulations thereunder.
Very truly yours,
/s/ William S. Garner, Jr.
WILLIAM S. GARNER, JR.
Vice President, General Counsel and Secretary
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EXHIBIT 23.2
CONSENT OF K N INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of (i) our report
dated February 10, 1994, included in K N Energy, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1993 and (ii) our report dated July 13,
1994 on the pooled supplemental financial statements of K N Energy, Inc.
included in its Current Report on Form 8-K dated July 13, 1994.
/s/ ARTHUR ANDERSEN & CO.
Arthur Andersen & Co.
Denver, Colorado
July 13, 1994
