SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTATION 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
incorporation or organization) Identification No.)
William S. Garner, Jr.
Vice President, General
Counsel & Secretary
370 Van Gordon Street 370 Van Gordon Street,
P.O. Box 281304 P.O. Box 281304
Lakewood, Colorado 80228-8304 Lakewood, Colorado 80228-8304
(303) 989-1740 (303) 989-1740
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area and telephone number, including
code, of registrant's principal area code, of agent for service)
executive offices)
K N Energy, Inc.
Profit Sharing and Savings Plan
(Full Title of Plan)
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered(1) per unit(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value
$5.00 per share . . . . 700,000 shares $22.50 $15,750,000 $5,431
</TABLE>
(1) A maximum of 700,000 shares of Common Stock of the registrant are to
be offered under the K N Energy, Inc. Profit Sharing and Savings Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Employee Benefit Plan described herein.
Pursuant to Rule 457(f), the registration fee was computed on the basis of
the average of the high and low prices of a share of Common Stock of K N
reported on the New York Stock Exchange Composite Tape on June 29, 1994.
<PAGE>
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 documents 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 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, if such person acted in
<PAGE>
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 which, among other things,
include liability insurance coverage for directors and officers,
with a $200,000 corporate reimbursement deductible clause, under
which directors and officers are covered against "loss" arising
from any claim or claims which may be made against a directors 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
Exhibit
_______
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, Preference
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 or
Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of the Class B $8.30 Series
Cumulative Preferred Stock, Without Par Value, of the
<PAGE>
Registrant. Incorporated herein by reference to Exhibit
4.4 to Registration Statement of 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 Williams S. Garner, Jr. (included in Exhibit
5.1 hereof).
23.2 Consent of Arthur Andersen & Co.
Item 19 UNDERTAKINGS
_______
Insofar as indemnification for liabilities arising under
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 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,
<PAGE>
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.<PAGE>
SIGNATURES
<PAGE>
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 17th day of May, 1994.
K N ENERGY, INC.
By: /s/ 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 May 17, 1994.
Signature Title
(i) Principal executive officer:
/s/ Charles W. Battey Chairman of the Board and Chief
_________________________________ Executive Officer
(Charles W. Battey)
(ii) Principal financial and accounting officer:
/s/ Wayne Lundhagen Vice President - Finance and
_________________________________ Accounting
(E. Wayne Lundhagen)
(iii) Directors:
/s/ Charles W. Battey
_________________________________
(Charles W. Battey)
/s/ Stewart A. Bliss
_________________________________
(Stewart A. Bliss)
/s/ David W. Burkholder
_________________________________
(David W. Burkholder)
/s/ Robert H. Chitwood
_________________________________
(Robert H. Chitwood)
/s/ Howard P. Coghlan
_________________________________
(Howard P. Coghlan)
/s/ Robert B. Daugherty
_________________________________
(Robert B. Daugherty)
<PAGE>
/s/ Jordan L. Haines
_________________________________
(Jordan L. Haines)
/s/ Larry D. Hall
_________________________________
(Larry D. Hall)
/s/ William J. Hybl
_________________________________
(William J. Hybl)
/s/ H. A. True
_________________________________
(H. A. True III)
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
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,
Preference 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
or 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 of 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 Williams S. Garner, Jr. (included in
Exhibit 5.1 hereof).
23.2 Consent of Arthur Andersen & Co.
<PAGE>
EXHIBIT 5.1 AND 23.1
June 30, 1994
K N Energy, Inc.
370 Van Gordon Street
P.O. Box 281304
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 have acted
in such capacity 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 an aggregate of
700,000 shares of Common Stock, $5.00 par value (the "Common
Stock"), of the Company, for use under the Company's Profit Sharing
and Savings Plan.
In connection herewith, I have examined the Restated Articles
of Incorporation and the By-laws of the Company, each as amended to
the date hereof, the records of corporate proceedings which have
occurred prior to the date hereof with respect to such offering,
the Registration Statement, and such other certificates,
instruments, documents and records of the Company as I have deemed
necessary, and I have reviewed such questions of law as I have
considered necessary or appropriate for the purposes of this
opinion.
Based upon the foregoing, I am of the opinion that the shares
of Common Stock being registered pursuant to such Registration
Statement will be, when issued, validly issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under the
caption "Legal Matters" in the Prospectus forming a part of 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
<PAGE>
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 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
to all references to our firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN & CO.
Arthur Andersen & Co.
Denver, Colorado
June 29, 1994
