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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
Date of earliest event reported: July 13, 1994
K N ENERGY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Kansas 1-6446 48-0290000
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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370 Van Gordon Street, P.O. Box 281304, Lakewood, CO 80228-8304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (303) 989-1740
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On July 13, 1994, pursuant to the Agreement and Plan of Merger dated
as of March 24, 1994 (the "Merger Agreement"), by and among the Registrant, KNE
Acquisition Corporation, a Delaware corporation ("KNE Acquisition") and
American Oil and Gas Corporation, a Delaware corporation ("AOG"), KNE
Acquisition was merged with and into AOG. KNE Acquisition had been formed by
the Registrant in February 1994, as its wholly owned subsidiary, for the
purpose of participating in the merger. As a result of the merger, each share
of common stock, $0.04 par value, of AOG (the "AOG Common Stock") outstanding
immediately before the merger was converted into 0.47 of a share of common
stock, $5.00 par value, of the Registrant("K N Common Stock") and the right to
receive in cash the value of any fractional share of KN Common Stock. The
stockholders of the Registrant and the shareholders of AOG approved the merger
on July 13, 1994. The determination of the exchange ratio of AOG Common Stock
for K N Common Stock was the result of negotiations between the managements of
the Registrant and AOG and the approval thereof by their respective boards of
directors.
The Merger was accounted for as a pooling of interests.
AOG operates principally in Texas in the mid-stream segment of the
natural gas industry, providing gathering, processing, transportation, storage
and marketing services between the wellhead and the end user. It is expected
that AOG will continue such business as a wholly owned subsidiary of the
Registrant.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
(1) The following audited and unaudited consolidated
financial statements of AOG are hereby incorporated by reference herein:
(i) Report of Independent Certified Public
Accountants
(ii) Consolidated Balance Sheets for the Three
Months Ended March 31, 1994 (unaudited) and
as of December 31, 1993 and 1992
(iii) Consolidated Statements of Income for the Three
Months Ended March 31, 1994 (unaudited) and for each
of the Three Years in the Period ended December 31,
1993
(iv) Notes to Consolidated Financial Statements
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Such audited consolidated financial statements of AOG are included in
its Annual Report of Form 10-K for the year ended December 31, 1994, as amended
by Form 10-K/A dated June 9, 1994, and such unaudited consolidated financial
statements of AOG are included in its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994 (File No. 1-8717), both of which reports are
incorporated by reference into the Registrant's Form S-4 Registration Statement
No. 33-53255.
(2) The following financial information has been previously filed
by the Registrant in its Current Report on Form 8-K filed on July 13, 1994 and
is hereby incorporated by reference herein:
(i) Supplemental Consolidated Statements of
Income for the Fiscal Years Ended December
31, 1993, 1992 and 1991 for the Registrant
and AOG Combined
(ii) Supplemental Consolidated Balance Sheets for
the Fiscal Years Ended December 31, 1993 and
1992 For the Registrant and AOG Combined
(iii) Supplemental Consolidated Statements of Stockholders'
Equity for the Fiscal Years Ended December 31, 1993,
1992 and 1991 for the Registrant and AOG Combined
(iv) Supplemental Consolidated Statements of Cash
Flows for the Fiscal Years Ended December 31,
1993, 1992 and 1991 for the Registrant and
AOG Combined
(v) Notes to Supplemental Consolidated Financial
Statements
(vi) Report of Independent Certified Public
Accountants
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of March 24,
1994 among the Registrant, KNE Acquisition and AOG has been previously filed by
the Registrant as Exhibit 2 to the Form S-4 Registration Statement No. 33-53255
and is hereby incorporated by reference herein.
28.1 Press release dated July 13, 1994 announcing
completion of the merger.
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SIGNATURES
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.
K N ENERGY, INC.
(Registrant)
July 28, 1994 By: /s/ William S. Garner, Jr.
William S. Garner, Jr.
Vice President, General Counsel
and Secretary
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EXHIBIT 28.1
K N ENERGY, AMERICAN OIL AND GAS COMPLETE MERGER
Lakewood, CO -- K N Energy, Inc. (NYSE-KNE) and American Oil and Gas
Corporation (NYSE-AOG) announced today completion of their merger.
Shareholders of both companies approved merger-related proposals at meetings
held today.
The merger was structured as a tax-free pooling of interests. Pursuant to the
merger, all outstanding AOG shares were converted into approximately 12.2
million shares of K N Energy common stock, representing approximately 44
percent of the outstanding common stock of K N Energy. K N Energy will have
approximately 27.6 million shares outstanding after completion of the exchange.
For the year ended December 31, 1993, on a combined basis, the companies had
$1.0 billion in revenues, $125 million in pre-tax cash flows and approximately
$31 million in net income.
K N Energy is a natural gas services company. These services include gas
reserves development, gas gathering, processing, marketing, storage,
transportation and retail gas distribution services. AOG is principally a
Texas intrastate gas pipeline company and provides natural gas gathering,
processing, storage, transportation and marketing services for producers and
end-users from an operating base located primarily in West Texas and the Texas
Panhandle.
Larry D. Hall, president and chief executive officer of K N Energy, said, "This
merger combines two complementary companies that are competitively positioned
to meet the needs of customers in the evolving natural gas industry. The two
companies bring together a strong, capable team that we are confident can take
advantage of growth opportunities."
OFFICER AND DIRECTOR CHANGES
Effective upon closing of the transaction, Charles W. Battey, previously K N
Energy chairman and chief executive officer, became chairman of the board;
Larry D. Hall, previously K N Energy's president and chief operating officer,
was elected president and chief executive officer; and David M. Carmichael,
previously AOG chairman and chief executive officer, was elected vice chairman
of K N Energy.
Upon closing of the transaction, K N Energy's Board of Directors was increased
from 10 to 14 directors. The new directors are Edward H. Austin Jr., principal
of Austin, Calvert & Flavin, Inc. a San Antonio, Texas, investment counseling
firm; David M. Carmichael, newly elected vice chairman of K N Energy and
previously, chairman and chief executive officer of AOG; Edward
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Randall, III, private investor; and James C. Taylor, owner and
operator, Wytana Livestock Company, Bozeman, Montana.
In addition, Cabot Corporation, K N Energy's largest shareholder after the
merger with approximately 16 percent of the outstanding common stock, will be
represented at Board of Directors' meetings by a non-voting advisory director,
John G. L. Cabot, Cabot Corporation's vice chairman and chief financial
officer.
END
Release Date: IMMEDIATE RELEASE, WEDNESDAY, JULY 13, 1994
Contact: DICK BUXTON (303) 763-3472 (KNE)
DAVE LOISEAU (303) 763-3494 (KNE)
TOM FANNING (713) 739-2960 (AOG)
