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, (Name, address, including zip
and telephone number, including code, and telephone number,
area code, of registrant's including area code, of
principal executive offices) agent for service)
K N Energy, Inc.
Long-Term Incentive 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. Long-Term Incentive 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
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 of 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 Long-Term Incentive 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,
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 30, 1994
