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AS FILED WITH THE SEC ON FRIDAY, JUNE 30, 1995
Registration number 33-69432
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
WILLIAM S. GARNER, JR.
370 VAN GORDON STREET VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
P.O. BOX 281304 370 VAN GORDON STREET, P.O. BOX 281304
LAKEWOOD, COLORADO 80228-8304 LAKEWOOD, COLORADO 80228-8304
(303) 989-1740 (303) 989-1740
(Name, address, including zip
(Address, including zip code and code and telephone number,
telephone number, including including area code, of agent
area code, of registrant's for service)
principal executive offices)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the
Prospectus contained in this Registration Statement also relates to the
registrant's Registration Statement on Form S-3 No. 33-44871. This
Post-Effective Amendment No. 1 to Registration Statement No. 33-69432 also
constitutes Post-Effective Amendment No. 1 with respect to such Registration
Statement No. 33-44871.
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PROSPECTUS
K N ENERGY, INC.
DIVIDEND REINVESTMENT &
CASH INVESTMENT PLAN
SUMMARY OF PLAN
K N Energy, Inc. (the "Company"or K N") is offering to the holders
of its Common Stock, $5.00 par value (the "Common Stock"), and its Class A and
Class B Preferred Stock, no par value (the "Preferred Stock") (collectively,
"Shareholders"), the opportunity to purchase shares of its Common Stock pursuant
to the Company's Dividend Reinvestment and Cash Investment Plan (the "Plan").
The Plan allows a Shareholder to elect:
a. To have all or a part of the dividends declared and paid on
Common Stock and Preferred Stock currently owned by the
Participant reinvested in shares of Common Stock;
b. To make optional cash payments ("Optional Cash Payments")
into the Plan of at least $25 but not more than $8,000 per
calendar quarter; and
c. To deposit for safekeeping with the administrator of the
plan certificates for any or all shares of Common Stock
registered in the name of the Participant.
The Bank of New York ("Custodian"), acting as administrator of the
Plan, invests funds held under the Plan on a weekly basis, and the price of each
newly issued or treasury share of Common Stock purchased from the Company under
the Plan will equal the average of the high and low prices of the Common Stock
reported as New York Stock Exchange - Composite Transactions, on the last
trading day of the week prior to the week such purchase occurs. The price of
each share of Common Stock purchased on the open market under the Plan will
equal the weighted average price (including brokerage commissions) at which the
shares are purchased. Shareholders who do not choose to participate in the Plan
will continue to receive cash dividends, as declared, in the usual manner.
On June 28, 1995, the closing price of the Common Stock on the New
York Stock Exchange Composite Tape was $25.75.
This Prospectus describes the Plan in the form in which it is
currently effective and is being provided to present and to prospective
participants in the Plan. This Prospectus should be retained for future
reference.
This Prospectus relates to 187,792 shares of Common Stock
registered for sale under the Plan.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of the Prospectus is July 1, 1995.
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TABLE OF CONTENTS
FOR PROSPECTUS
<TABLE>
<S> <C>
Summary of Plan ...................................................... 1
Available Information ................................................ 3
Incorporation of Certain Information by Reference .................... 3
The Company .......................................................... 4
Description of the Plan .............................................. 4
Purpose ....................................................... 4
Advantages of the Plan ........................................ 4
Participation ................................................. 5
Dividend Reinvestment ......................................... 7
Optional Cash Payments ........................................ 7
Acquisition of Shares ......................................... 8
Withdrawal and Termination .................................... 9
Employees ..................................................... 10
Administration ................................................ 11
Reports ....................................................... 12
Other Information ............................................. 12
Federal Income Tax Consequences ...................................... 14
Restrictions on Resale ............................................... 14
Use of Proceeds ...................................................... 14
Description of Securities ............................................ 14
Legal Matters ........................................................ 18
Experts .............................................................. 18
</TABLE>
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY THE COMPANY TO SELL SECURITIES IN ANY STATE TO ANY PERSON
TO WHOM IT IS UNLAWFUL FOR THE COMPANY TO MAKE SUCH AN OFFER IN SUCH STATE. THIS
PROSPECTUS RELATES ONLY TO THE COMMON STOCK OFFERED HEREBY AND IS NOT TO BE
RELIED UPON IN CONNECTION WITH THE PURCHASE OR SALE OF ANY OTHER SECURITIES OF
THE COMPANY.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following Regional Offices of the Commission: Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and New York Regional Office, Seven World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
In addition, reports, proxy statements and other information concerning the
Company can be inspected at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which exchange the Common Stock is listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
(File No. 1-6446) pursuant to the Exchange Act are incorporated by reference and
made a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
(c) the Company's Current Reports on Form 8-K filed with the
Commission on January 11, 1995 and February 17, 1995.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the termination of this offering, shall be deemed to be
incorporated by reference herein and to be a part hereof. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents referred to above which have been incorporated by
reference in this Prospectus (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents). Such
requests should be directed to the Investor Relations Department, K N Energy,
Inc., P.O. Box 281304, Lakewood, Colorado 80228-8304, telephone number (303)
989-1740.
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THE COMPANY
The Company and its subsidiaries constitute principally an
integrated natural gas enterprise with operations in the states of Colorado,
Kansas, Montana, Nebraska, Oklahoma, Texas and Wyoming. As an integrated
organization, the Company and its subsidiaries participate in all phases of the
natural gas business from reserve development and gas gathering to the gathering
of field supplies, transmission to markets and distribution to both industrial
and retail customers. In addition, certain of the Company's subsidiaries engage
in energy marketing and in the development and production of oil and gas for
their own account.
The Company was incorporated under the laws of the State of Kansas
in 1927. The address of its principal executive offices is 370 Van Gordon
Street, P. O. Box 281304, Lakewood, Colorado 80228-8304 and its telephone number
is (303) 989-1740.
DESCRIPTION OF THE PLAN
The Plan is a contract between K N and Shareholders participating
in the Plan ("Participants") that is governed by the laws of the State of
Colorado; and the terms and conditions of the Plan will be construed in
accordance with such laws. The Plan has been amended, effective as of the date
of this Prospectus, principally (a) to permit optional cash purchases of $25 per
investment and not more than $8,000 per calendar quarter, and (b) to name The
Bank of New York as Custodian. IF YOU ARE ALREADY ENROLLED AND PARTICIPATING IN
THE PLAN, YOU DO NOT NEED TO TAKE ANY ACTION AT THIS TIME. The following is a
question and answer statement of the provisions of the Plan:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Shareholders with a
convenient and economical method of investing in shares of Common Stock and to
provide for the safekeeping of certificates for Common Stock.
ADVANTAGES OF THE PLAN
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
a. Participants may acquire additional shares of Common Stock
by:
i. authorizing automatic reinvestment of all or a portion
of their cash dividends in shares of Common Stock; and
ii making Optional Cash Payments of at least $25 per
payment but not more than $8,000 per calendar quarter.
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b. Since purchases of Common Stock for Participants in the Plan
will be aggregated, brokerage commissions on purchases of
shares in the open market may be lower than commissions
Participants would pay if they purchased shares directly.
The amount of the brokerage commission will be negotiated by
the Company from time to time and is not expected to exceed
$.10 per share. The brokerage commission is added to the
price of the share and not reported separately.
c. Certificates for shares purchased under the Plan are held by
the Custodian. In addition, any Participant may deposit with
the Custodian for safekeeping certificates for any or all
shares of Common Stock registered in the name of the
Participant, at no extra charge. This relieves Participants
of responsibility for the safekeeping of multiple
certificates for shares purchased and protects them against
loss, theft or destruction of stock certificates.
d. A statement of the Participant's Plan account
("Participant's Plan Account") is furnished each time a cash
payment is made, and/or when dividends are reinvested,
providing a simplified method of recordkeeping. Participants
only utilizing safekeeping services will receive an annual
statement.
e. Full investment of funds is possible under the Plan because
the Plan permits fractional shares, as well as full shares,
to be credited to a Participant's account. Participants are
credited with dividends on full and fractional shares held
under the Plan.
f. Once enrolled in the Plan, Participants need take no action
to continue participation in the Plan.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any Shareholder is eligible to participate in the Plan.
Shareholders who hold their shares in their own name may participate directly in
the Plan. If shares are registered in names other than their own (e.g., broker,
bank nominee) and the Shareholder wishes to participate in the Plan, such
Shareholder must become a shareholder of record by having shares transferred
into their own name or by arranging with the party holding such shares to
contact the Custodian and make arrangements on their behalf.
4. HOW AND WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A Shareholder may join the Plan at any time by signing and
completing an Authorization Form (as hereinafter described) and returning it to
the Custodian. Authorization Forms will be provided to Shareholders at any time
upon request to the Custodian in writing or by telephone.
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Those Shareholders who do not participate in the Plan will receive
dividends, as declared, by check or direct deposit, as usual.
5. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form (i) authorizes the Custodian, as agent for
a Participant: (i) to enroll the Participant in the Plan; (ii) to pay or deliver
to the Broker (as hereinafter defined in Question 22) any Optional Cash Payments
or dividends to be reinvested in the open market under the Plan, and to direct
the Broker to purchase shares of Common Stock in the open market for the
Participant pursuant to the Plan; (iii) to purchase directly from the Company
treasury shares or newly-issued shares; and (iv) to hold the Participant's
Common Stock certificates for safekeeping.
The Shareholder furnishing the Authorization Form must indicate
how the Shareholder wishes to participate in the Plan. The following options are
available:
a. FULL DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENTS.
Dividends on all shares of Common Stock and/or Preferred Stock
registered in the name of the Shareholder are automatically
reinvested, as are dividends on all shares which are subsequently
acquired by the Shareholder. Dividends on all shares held in the
Participant's Plan Account are also reinvested and the Participant
is eligible to make Optional Cash Payments.
b. PARTIAL DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENTS.
Dividends only on the number of shares of Common Stock and/or
Preferred Stock specified by the Shareholder on the Authorization
Form are reinvested. As directed by the Shareholder, dividends on
all or part of the shares acquired through the Plan and held in
the Shareholder's Plan Account are also reinvested and the
Participant is eligible to make Optional Cash Payments.
c. OPTIONAL CASH PAYMENTS ONLY. The Company will continue to pay
cash dividends to the Shareholder on shares registered in the
Shareholder's name and on shares acquired through the Plan and
held in the Participant's Plan Account. Any Optional Cash Payments
received will be used to purchase additional shares of Common
Stock under the Plan.
d. SAFEKEEPING SERVICES FOR COMMON STOCK. The Shareholder may
elect to deposit all or part of his or her Common Stock
certificates with the Custodian for safekeeping. This may be done
in conjunction with Dividend Reinvestment and Optional Cash
Payments, or may be done alone.
6. HOW DOES A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION?
A Participant may change his or her method of participation at any
time by completing a new Authorization Form and returning it to the Custodian,
or by otherwise advising the Custodian in writing.
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7. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE
SHARES REGISTERED IN HIS OR HER NAME?
If a Participant disposes of all shares of stock registered in his
or her name, the Custodian will, unless otherwise instructed by the Participant,
continue to pay in cash or reinvest the dividends on the shares credited to his
or her account under the Plan in accordance with the Participant's Authorization
Form, as long as there is at least one full share in the Participant's Plan
Account. Otherwise, a check will be sent to the Participant for the fractional
share and the account will be closed.
DIVIDEND REINVESTMENT
8. HOW WILL CASH DIVIDENDS BE REINVESTED?
At the option of the Company, reinvested dividends will be used
either to purchase directly from the Company authorized but unissued shares or
shares from the Company's treasury or to purchase shares on the open market. The
price per share is described in Question 11.
The Custodian will reinvest only the authorized portion of the
cash dividends paid on all stock, including dividends paid on a fractional
share, if any, in the acquisition of any additional Common Stock.
9. WHEN WILL SHARES OF COMMON STOCK BE ACQUIRED WITH REINVESTED
DIVIDENDS?
Dividends paid will be reinvested during the week following that
in which such dividends are paid. The Company normally pays dividends on its
Common Stock on the last business day of March, June, September and December.
Dividends on Preferred Stock are normally paid on the first business day of
April, July, October and January.
The exact timing of purchases made on the open market for
allocation to the accounts of Participants in the Plan, as well as the number of
shares to be so purchased at any time, will depend upon the amount of reinvested
dividends, market conditions and requirements of federal securities laws. If the
Company elects to sell treasury shares or authorized but unissued shares for
purposes of the Plan, shares will be sold during the week following the
particular dividend payment and will be credited to Participants' accounts as
soon as practicable after such sale.
OPTIONAL CASH PAYMENTS
10. HOW ARE OPTIONAL CASH PAYMENTS MADE AND WHEN WILL THEY BE
INVESTED?
An Optional Cash Payment may be made by any Shareholder who has
joined the Plan. Optional Cash Payments may be made by use of the forms sent to
Participants by the Custodian.
Optional Cash Payments received by the Custodian on or before noon
(Eastern time) on Friday of each week will be invested during the following
week, typically beginning on the first business
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day of that week. If the Friday of any week falls on a holiday, Optional Cash
Payments must be received on or before noon (Eastern time) on the last business
day prior to that Friday. Payments received after noon (Eastern time) on the
last business day of any week will not be considered received until the
following week. No interest will be paid by the Custodian on Optional Cash
Payments.
There is no obligation to make Optional Cash Payments on a regular
basis, and the same amount of money need not be sent in each payment. An
Optional Cash Payment may not be less than $25 per payment and may not exceed a
total of $8,000 per calendar quarter, unless the payment is made automatically
as described in the next paragraph. Payments of less than $25 and all amounts in
excess of a total of $8,000 per quarter will be returned to the Participant.
Optional Cash Payments must be in United States dollars. Only checks drawn on a
United States bank are acceptable. Checks must originate from the Participant.
All third party checks received by the Custodian will be returned to the
Participant.
Participants may contact the Custodian to arrange for Optional
Cash Payments to be made automatically once a month through electronic funds
transfer. Such payments ($100 minimum and $1,000 maximum) are deducted from a
Participant's designated account, at any financial institution that participates
in the Automated Clearing House system, on the last Monday of each month (or if
such day is not a business day, the preceding business day).
A Participant may stop the investment of an Optional Cash Payment
without withdrawing from the Plan by notifying the Custodian in writing,
provided that the written communication is received by the Custodian in
sufficient time to stop the investment of such funds.
Optional Cash Payments by K N employees may be made by payroll
deductions as described in Questions 19 and 20.
ACQUISITION OF SHARES
11. WHAT WILL BE THE PRICE FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?
The price for shares of authorized but unissued Common Stock, and
for treasury stock, purchased directly from the Company under the Plan, will be
the average of the high and low sale prices of the Common Stock (as reported on
the New York Stock Exchange Composite Tape) on the last business day of the week
prior to the week such purchase occurs; but in no event shall such price be less
than par value. If high and low composite sales prices are not reported on that
date, the purchase price will be determined as of the last previous day on which
high and low composite sales prices were reported for the Common Stock.
The price for shares of Common Stock purchased in the open market
will be the weighted average price (including brokerage commissions) paid by the
Custodian to obtain them.
12. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will be purchased by the Broker in
the open market, acting at the direction of the Custodian, or will be purchased
by the Plan directly from the Company. Shares
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purchased directly from the Company will be newly issued or treasury shares.
Open market purchases may be made on any securities exchange on which shares of
the Common Stock are traded, in the over-the-counter market or in negotiated
transactions, and may be on such terms as to price, delivery and otherwise, and
through such brokers or dealers, if any, as the Broker may determine.
The Company will determine whether purchases are to be made
directly from the Company or in open market transactions. If the Company
determines that purchases are to be made in open market transactions, the
Custodian will use its best efforts to apply all funds received by it during any
week to the purchase of shares before the end of the following week, subject to
any applicable requirements of federal securities laws relating to the timing
and manner of purchases of Common Stock under the Plan.
13. WHEN WILL SHARES BE CREDITED UNDER THE PLAN?
Shares acquired pursuant to the Plan will be allocated and
credited to Participants' Plan Accounts as soon as practicable after
acquisition.
14. HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares purchased, including any fractional share,
will depend upon the amount of cash dividends earned on the shares the
Participant has committed to the Plan, the amount of Optional Cash Payments, if
any, to be invested and on the price of the shares determined as provided in
Question 11. Each Participant's Plan Account will be credited with that number
of shares, including a fraction computed to four decimal places, equal to the
total amount to be invested for that Participant divided by the weighted average
price per share paid to acquire shares for all Participants.
A Participant may not direct the Custodian to purchase a specific
number of shares for his or her Participant Plan Account.
WITHDRAWAL AND TERMINATION
15. CAN A PARTICIPANT WITHDRAW SHARES IN HIS OR HER PLAN ACCOUNT
WITHOUT TERMINATING PARTICIPATION IN THE PLAN?
Yes. A Participant may at any time withdraw any number of whole
shares held in the Participant's Plan Account by furnishing a request to the
Custodian indicating the number of whole shares to be withdrawn and paying the
charge described in Question 33. Participants are encouraged to use the tear-off
stub attached to the bottom of the their statements of account for this purpose.
A certificate for shares withdrawn will be issued to the
Participant. A certificate for a fractional share will not be issued under any
circumstances.
16. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE
PLAN?
A Participant may terminate participation in the Plan at any time
by furnishing a request to the Custodian and paying the charge described in
Question 33. Participants are encouraged to use for this
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purpose the tear-off stub at the bottom of their statements of account. Whole
shares in the Participant's Plan Account will be withdrawn and issued in
certificate form. A fractional share will not be issued in certificate form.
Instead, a cash payment for any fractional share remaining in the account will
be mailed directly to the Participant. The payment for any fractional share will
be based upon its market value.
If a Participant's request to terminate Plan participation is
received by the Custodian at least 72 hours before noon on the last business day
of a week, any amount which would otherwise have been invested during the
following week will be returned or paid to the Participant. All future dividends
will be paid directly to the Participant.
17. MAY A PARTICIPANT TERMINATE HIS OR HER PARTICIPATION THROUGH
DIVIDEND REINVESTMENT AND STILL REMAIN IN THE PLAN?
Yes. A Participant who terminates the reinvestment of dividends
paid on shares registered in his or her name outside the Plan may leave shares
acquired through the Plan in the Participant's Plan Account. Dividends paid on
shares left in the Plan will be handled in the manner prescribed by the
Participant on the Authorization Form. In addition, the Participant may continue
to make Optional Cash Payments and may leave his or her Common Stock
certificates in the safekeeping of the Custodian.
18. MAY A PARTICIPANT WHO HAS TERMINATED HIS OR HER PARTICIPATION
REJOIN THE PLAN?
Yes. Generally, a Participant who has terminated his or her
participation in the Plan may rejoin the Plan at any time. However, the
Custodian reserves the right to reject any Authorization Form from a previous
Participant on grounds of excessive joining and termination. This reservation is
intended to minimize administrative expense and to encourage use of the Plan as
a long-term investment service.
EMPLOYEES
19. ARE THERE ANY UNIQUE CONSIDERATIONS FOR EMPLOYEES?
There is only one difference in the Plan for employees of the
Company to consider. An employee may authorize payroll deductions totaling
between $25 per deposit and $8,000 per calendar quarter for automatic Optional
Cash Payment deposits into the Plan. The terms of the Plan remain the same for
employees and non-employees in all other respects.
20. HOW DO PAYROLL DEDUCTIONS WORK?
Employees must complete and submit an Authorization Form (see
Question 4) to the Company prior to authorizing payroll deductions. In order to
begin payroll deductions, a Payroll Deduction Form must be submitted to the
Payroll Department. An employee may change or discontinue the monthly amount of
his or her withholding authorization by submitting a new Payroll Deduction Form
to the Payroll Department indicating the change desired.
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ADMINISTRATION
21. WHO ADMINISTERS THE PLAN?
The Custodian administers the Plan. Shares of Common Stock are
held by the Custodian for the Participants. Inquiries from Shareholders
considering participation in the Plan should be mailed to:
The Bank of New York -- Investor Relations
P.O. Box 11258
Church Street Station
New York, NY 10286
Communications from Shareholders already participating in the Plan should be
mailed to:
The Bank of New York - Administrator Dividend Reinvestment
P.O. Box 1958
Newark, NJ 07101-9774
Persons who wish to communicate by telephone with the Custodian concerning the
Plan may do so by calling 1-800-847-4351.
22. WHO PURCHASES SHARES OF COMMON STOCK FOR THE PARTICIPANTS?
At the direction of the Custodian, a securities broker-dealer
registered as such under the Exchange Act (the "Broker") purchases shares of
Common Stock in the open market for the Participants in the Plan. Cash dividends
and Optional Cash Payments which are to be invested in the open market under the
Plan are paid or delivered by the Custodian to the Broker and applied by the
Broker to the purchase of Common Stock. At the Company's election, it may also
sell directly to the Custodian shares of authorized, unissued Common Stock or
treasury stock.
23. WILL CERTIFICATES BE DELIVERED TO PARTICIPANTS FOR SHARES
PURCHASED?
Certificates for shares purchased under the Plan will not
automatically be issued to Participants. The shares purchased for a Participant
will be held by the Custodian and will be credited to the Participant's Plan
Account and shown on the Participant's statement of account. This service
protects against loss, theft or destruction of stock certificates, and it avoids
charges assessed Participants for certificate issuances (see Question 33).
24. WILL THE CUSTODIAN PERFORM SAFEKEEPING SERVICES BY HOLDING
CERTIFICATES OF STOCK OWNED BY PARTICIPANTS, BUT NOT PURCHASED
UNDER THE PLAN?
Yes. The Plan permits a Participant to deposit any Common Stock
certificates registered in the name of the Participant with the Custodian for
safekeeping. Currently, this service is offerred without charge, but the Company
reserves the right to institute a nominal charge at a later date. Shares
deposited for safekeeping will be held by the Custodian and will be credited to
the Participant's Plan Account and shown on the Participant's statement of
account. This additional service protects the Participant against loss, theft or
destruction of stock certificates.
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Participants who wish to deposit their stock certificates with the
Custodian may notify the Custodian by correspondence or complete and return to
the Custodian an Authorization Form designating the Common Stock to be
deposited, together with such Common Stock certificates registered in their name
and being deposited with the Custodian.
25. IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND CERTIFICATES
REGISTERED WHEN ISSUED?
A Participant's Plan Account will be maintained in the name or
names which appear on the Company's shareholder records at the time the
Participant enters the Plan. A Participant who wants to change the name or names
in which his or her account is maintained should notify the Custodian.
A certificate for shares will be registered in the name or names
in which the account is maintained. Upon written request to the Custodian and
compliance with its ordinary stock transfer requirements, certificates can be
registered and issued in names other than the account name, subject to the
payment by the Participant of any applicable taxes. To assure that compliance
with such requirements does not result in undue delays, Participants are urged
to contact the Custodian in advance of requesting a certificate in a different
name. (See Question 21 for the Custodian's address or toll free number.)
REPORTS
26. WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO PARTICIPANTS?
Each Participant will receive a Plan statement of account as soon
as practicable following each investment made respecting the Participant's Plan
Account. These statements provide a record of the cost of each Participant's
purchases and should be retained for tax purposes. Participants only utilizing
safekeeping services will receive an annual statement. Each Participant will
also receive copies of any amendments to the Plan and will receive the same
communications as any other Shareholder, including annual reports, notices of
annual meetings and proxy statements, and income tax information for reporting
dividends paid.
OTHER INFORMATION
27. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A
STOCK SPLIT OR HAS A RIGHTS OFFERING?
Any shares distributed by the Company as a stock dividend on
shares (including fractional shares) credited to a Participant's Plan Account,
or upon any split of shares, will be credited to the account. Stock dividends or
splits distributed on all other shares held by the Participant and registered in
the Participants's own name will be mailed directly to the Participant.
In a rights offering, the Participant will receive rights based
upon his or her shares held of record and whole shares credited to his or her
account under the Plan.
The Company reserves the right to curtail or suspend temporarily
the processing of Plan transactions as it considers advisable in view of any
stock dividend or split or rights offering.
28. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF
SHAREHOLDERS?
The Custodian will vote any shares held in the Participant's Plan
Account in accordance with the proxy for shares registered in his or her name
returned by the Participant to the Custodian.
12
<PAGE> 14
If the proxy card or instruction form is not returned or if it is
returned unsigned, none of the Participant's shares will be voted.
If a proxy card has been properly signed and returned, and no
instructions have been entered with respect to any item thereon, all of a
Participant's shares (those registered in his or her name, if any, and those
credited to his or her account under the Plan) will be voted in the same manner
as for non-participating Shareholders who return proxies and do not provide
instructions, in accordance with the recommendations of the Company's Board of
Directors.
29. CAN A PARTICIPANT PLEDGE SHARES CREDITED TO HIS OR HER ACCOUNT?
No. Shares in a Participant's Plan Account may not be pledged or
otherwise encumbered unless withdrawn from the account.
30. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE CUSTODIAN UNDER
THE PLAN?
In administering the Plan, neither the Company, the Custodian, the
Broker, nor any agent of any of them will be liable for any act done in good
faith, or for any omission to act in good faith, including, without limitation,
any claim of liability arising out of failure to terminate the Participant's
account upon such Participant's death prior to the receipt of notice in writing
of such death.
The market price of the Common Stock may go down as well as up.
Consequently, neither the Company nor the Custodian can assure Participants of a
profit or protect them against a loss on shares purchased by them under the
Plan.
31. WHO INTERPRETS AND REGULATES THE PLAN?
The Board of Directors of the Company reserves the right to
interpret and regulate the Plan.
32. MAY THE PLAN BE CHANGED OR TERMINATED?
While the Company hopes to continue the Plan indefinitely, the
Company reserves the right to suspend or terminate the Plan at any time. It also
reserves the right to make modifications to the Plan. Any such suspension,
termination or modification will be announced to all Shareholders, whether
participating or not participating in the Plan.
33. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS?
All costs of administering the Plan, including the Custodian's
fees, will be paid by the Company, but Participants will be required to pay a
nominal brokerage commission for any shares of Common Stock purchased in the
open market (see Question 2b) as well as a charge for issuance of stock
certificates in connection with termination or withdrawal (see Questions 15 and
16). Charges for issuing share certificates will be set forth on statements of
account.
13
<PAGE> 15
FEDERAL INCOME TAX CONSEQUENCES
Participants in the Plan, in general, have the same federal income
tax obligations with respect to their dividends reinvested as do Shareholders
who are not Participants in the Plan. Therefore, cash dividends which a
Participant reinvests under the Plan will be treated for federal income tax
purposes as having been received even though the Participant does not actually
receive them in cash but, instead, uses them to purchase additional shares under
the Plan. The tax basis of shares acquired under the Plan, whether acquired with
reinvested dividends or with Optional Cash Payments, is equal to their purchase
price (including brokerage commissions) under the Plan. The holding period for
shares acquired under the Plan begins the day after the shares are allocated and
credited to Participants' Plan Accounts.
The foregoing discussion is only a brief summary of certain
federal income tax provisions applicable to participation in the Plan based on
current law and is for general information only. It is not a complete
enumeration or analysis of all the tax consequences of participating in the Plan
and may not describe the tax consequences to a particular Participant in light
of his or her individual circumstances. The law and interpretational authorities
on which such summary are based are subject to change at any time, which could
change the tax consequences described above. Accordingly, Participants are urged
to consult their own tax advisors for advice relating to the federal, state,
local and foreign tax consequences of participation in the Plan.
RESTRICTIONS OF RESALE
Shares acquired by Participants who are not affiliates of the
Company may be sold by such Participants without registration under the
Securities Act of 1933, as amended (the "Securities Act"). Public resales by
Participants who are affiliates will be subject to registration or an exemption
therefrom, such as compliance with the requirements of Rule 144 under the
Securities Act, other than the holding period requirement of paragraph (d) of
that Rule. In addition, directors and executive officers of the Company are
subject to the provisions of Section 16(b) of the Exchange Act which generally
provide for the recovery by the Company of profits realized from short-swing
sales and purchases of Company Stock, if any, by these individuals. However, any
acquisition of Common Stock under the Plan resulting from the reinvestment of
dividends (as opposed to Optional Cash Purchases) is exempt from Section 16(b)
of the Exchange Act.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock
that will ultimately be purchased pursuant to the Plan, the extent to which
shares will be purchased directly from the Company rather than in the open
market or the prices at which such shares will be purchased. The proceeds from
purchases of Common Stock directly from the Company under the Plan will provide
the Company with funds for its continuing capital expenditure program and other
general corporate purposes.
DESCRIPTION OF SECURITIES
GENERAL
K N is currently authorized by its Restated Articles of
Incorporation, as amended (the "K N Charter") to issue 50,000,000 shares of
Common Stock, of which 27,762,704 were outstanding on April 30,
14
<PAGE> 16
1995; 200,000 shares of Class A Preferred Stock, no par value ("Class A
Preferred Stock"), of which 70,000 shares were outstanding as Class A $5.00
Cumulative Preferred Stock on such date; and 2,000,000 shares of Class B
Preferred Stock, no par value ("Class B Preferred Stock"), of which 17,148
shares were outstanding as Class B $8.30 Series Cumulative Preferred Stock on
such date.
The Board of Directors of K N is authorized by the K N Charter to
provide, without further stockholder action, for the issuance of one or more
series of Class A Preferred Stock and Class B Preferred Stock. The Board of
Directors has the power to fix various terms with respect to each such series,
including voting power, designations, preferences, dividend rates, conversion
and exchange provisions, redemption provisions and the amounts which holders are
entitled to receive upon any liquidation, dissolution or winding up of K N.
Class A Preferred Stock and Class B Preferred Stock will rank prior to the
Common Stock with respect to both dividends and distribution of assets on
liquidation, dissolution or winding up of K N.
The Class B $8.30 Series Cumulative Preferred Stock is subject to
mandatory redemption (at $100 per share, plus accrued and unpaid dividends) of
$574,000 on each of January 1, 1996 and 1997 and $572,000 on January 1, 1998. At
the option of K N, this series of Preferred Stock is redeemable, in whole or in
part, at $101.31 per share, plus accrued and unpaid dividends, prior to January
2, 1996; such redemption price reduces annually thereafter until January 2,
1998, when it becomes $100 per share. In addition, K N may, at its option,
redeem 5,714 shares of such series (or less, if less than 5,714 shares are
outstanding) on January 1 in each of the years 1996 through 1998, inclusive, at
$100 per share plus accrued and unpaid dividends. Upon liquidation, dissolution
or winding up of K N, the holders of such series are entitled to receive
(subject to the prior rights of the holders of shares of Class A Preferred
Stock) $100 plus accrued and unpaid dividends for each such share then
outstanding, before any distribution is made on the Common Stock. Holders of
shares of Class B $8.30 Series Cumulative Preferred Stock are entitled to
receive, when and as declared by the Board of Directors of K N, cumulative
preferential cash dividends at the annual rate of $8.30 per share prior to the
payment of any dividends or other distributions on (or purchase or redemption
of) the Common Stock. Dividends may not be declared or paid or set apart for
payment on any series of Class B Preferred Stock, unless there shall be no
arrearages in dividends on any series of Class A Preferred Stock entitled to
cumulative dividends for any past dividend period and dividends in full for the
current dividend period have been paid or declared or set aside for payment on
all Class A Preferred Stock.
In addition, the holders of the Class A Preferred Stock then
outstanding have the right to vote separately as a class with respect to (i)
certain amendments to the K N Charter or the By-laws of K N which adversely
affect the voting powers, rights or preferences of the holders of shares of
Class A Preferred Stock, (ii) the creation of any class of stock or any security
convertible into or exchangeable for or evidencing the right to purchase any
stock ranking prior to or on a parity with, either as to dividends or upon
liquidation, the Class A Preferred Stock, or (iii) certain mergers or
consolidations of K N with or into any other corporation. For such actions to be
taken by K N, including increasing the authorized amount of any class of stock
ranking prior to the Class A Preferred Stock, the affirmative vote of the
holders of at least 50% of the shares of the Class A Preferred Stock then
outstanding would be required. The affirmative vote of at least 50% of the
shares of any series of Class A Preferred Stock then outstanding is required for
K N to amend the K N Charter or resolutions of the Board of Directors of K N
providing for the issue of such series of Class A Preferred Stock so as to
affect adversely the powers, preferences or rights of holders of Class A
Preferred Stock of such series. The holders of Class B Preferred Stock then
outstanding also have the right to a separate vote regarding (a) the events
described in the first sentence of this paragraph with regard to
15
<PAGE> 17
such Class B Preferred Stock, requiring the affirmative vote of at least 50% of
the shares of Class B Preferred Stock then outstanding, and (b) amendments to
the K N Charter, or to resolutions of K N's Board of Directors providing for the
issue of any series of Class B Preferred Stock so as to affect adversely the
powers, preferences or rights of the holders of such series, requiring the
affirmative vote of at least 50% of the shares of such series then outstanding.
Without the affirmative vote or consent of the holders of all
Class B $8.30 Series Cumulative Preferred Stock at the time outstanding, voting
or consenting separately as a series, K N is not permitted to (i) issue or
reissue any shares of Class A Preferred Stock (other than for purposes of
exchanges or transfers) in excess of the first 195,000 shares of Class A
Preferred Stock authorized and issued, or (ii) increase above 120,000 the
aggregate number of shares constituting the Class B $8.30 Series Cumulative
Preferred Stock authorized for issuance, or issue or reissue any shares of such
series (other than for purposes of exchanges or transfers) in excess of the
first 120,000 shares authorized and issued.
If dividends are in arrears on the shares of any series of Class A
Preferred Stock to which the following provisions are made applicable pursuant
to the K N Charter or resolutions of K N's Board of Directors providing for the
issue of any such series (i) in an aggregate amount equal to three but less than
six full quarterly dividends, then the holders of the shares of all such series
of Class A Preferred Stock have the exclusive right, voting separately as a
class and without regard to series, to elect directors constituting one-third of
K N's Board of Directors or (ii) in an aggregate amount equal to six full
quarterly dividends, then such holders have the exclusive right, voting
separately as a class and without regard to series, to elect directors
constituting one-half of K N's Board of Directors plus one additional director,
in each case until all arrearages in dividends and dividends in full for the
current quarterly period have been paid on or declared and set aside for payment
on the shares of such series. These provisions are applicable to the Class A
$5.00 Cumulative Preferred Stock. The holders of the outstanding Class B $8.30
Series Cumulative Preferred Stock have the right to elect directors of K N
similar to the Class A $5.00 Cumulative Preferred Stock in the event of
non-declaration of dividends, for the periods described above, on the Class B
$8.30 Series Cumulative Preferred Stock if the holders of the Class A $5.00
Cumulative Preferred Stock are not then entitled to elect directors as described
above.
All outstanding shares of Common Stock are, and any shares of
Common Stock newly issued under the Plan will be, validly issued, fully paid and
nonassessable. Holders of K N Common Stock, Class A $5.00 Cumulative Preferred
Stock and Class B $8.30 Series Cumulative Preferred Stock are entitled to one
vote for each share on all matters voted on by stockholders. Holders of Common
Stock, Class A Preferred Stock and Class B Preferred Stock have no preemptive
rights to subscribe for or purchase any additional securities issued by K N.
Subject to the preferential rights of the holders of the Class A Preferred Stock
and Class B Preferred Stock, the holders of Common Stock are entitled to receive
any dividends which may be declared by the Board of Directors out of funds
legally available therefor and to share pro rata in the net assets of K N upon
liquidation, dissolution or winding up. Shares of Common Stock have no
cumulative voting rights or redemption, sinking fund or conversion privileges.
ANTI-TAKEOVER MATTERS
Certain provisions of the K N Charter and the By-laws of K N could
have the effect of preventing a change in control of K N in certain situations.
These provisions generally provide for (a) the classification of the Board of
Directors of K N into three classes of as nearly an equal number as possible,
having staggered terms of three years each; (b) the removal of directors only
for cause or by unanimous vote
16
<PAGE> 18
of the remaining members of the Board of Directors; (c) the filling of any
vacancy on the Board of Directors by the remaining directors then in office,
except that until the 1996 annual meeting of stockholders, vacancies in the
positions of Chairman and Vice Chairman of the Board of Directors may be filed
only by the remaining directors upon recommendation of a special nominating
committee; (d) the limitation of the number of directors to a minimum of nine
and a maximum of 15, with the exact number to be determined by the Board of
Directors; (e) increasing the stockholder vote required to amend, repeal or
adopt any provision in a manner inconsistent with the foregoing provisions under
(a), (b) and (d) above to two-thirds of the outstanding voting securities of K
N; (f) the requirement that certain business combinations or transactions
involving K N and any beneficial owner of more than 5% of the outstanding voting
securities of K N be approved by holders of at least two-thirds of the
outstanding voting securities of K N, including those held by such beneficial
owner, unless the business combination or transaction is (I) approved by the
Board of Directors before such beneficial owner became a holder of more than 5%
of K N's outstanding voting securities or (II) approved by sufficient members of
the Board of Directors to constitute a majority of the members of the full Board
of Directors in office prior to the time such beneficial owner became a holder
of more than 5% of K N's voting securities, or (III) with an entity of which a
majority of the outstanding shares of voting securities is owned by K N and its
subsidiaries; (g) increasing the stockholder vote required to amend, repeal or
adopt any provision in a manner inconsistent with the foregoing provision under
(f) above to two-thirds or more of the then outstanding shares of voting
securities of K N; (h) the requirement that certain business combinations or
transactions involving K N and any beneficial owner of 10% or more of the
outstanding voting securities of K N be approved by holders of at least 80% of
the outstanding voting securities of K N, including those held by such
beneficial owner, unless (I) the business combination or transaction is approved
by three-fourths of the Board of Directors then in office who are not associated
with or related to anyone who beneficially owns, and do not themselves own, 10
percent or more of K N's voting securities or (II) certain conditions relating
generally to the fairness of the price to be received by stockholders of K N in
such business combination or transaction are satisfied; (i) increasing the
stockholder vote required to amend, repeal or adopt any provision in a manner
inconsistent with the foregoing provision under (h) above to 80% or more of the
outstanding voting securities of K N unless approved by an affirmative vote of
three-fourths of the Board of Directors then in office who are not associated
with or related to anyone who beneficially owns, and do not themselves own, 10%
or more of K N's voting securities; (j) certain procedural requirements for
stockholder nominations to the Board of Directors; and (k) the requirement that
special meetings of stockholders may only be called by stockholders owning 51%
or more of the outstanding voting securities of K N, by a majority of the Board
of Directors, the Chairman of the Board of Directors or the President of K N.
KANSAS BUSINESS COMBINATION ACT
K N is subject to Sections 17-12,100 et seq. of the Kansas
Statutes Annotated (the "K.S.A."), which imposes a three-year moratorium on
business combinations between a Kansas corporation and an "interested
stockholder" (in general, a stockholder owning 15% or more of a corporation's
outstanding voting stock) or an affiliate or associate thereof unless (a) prior
to an interested stockholder becoming such, the board of directors of the
corporation has approved either the business combination or the transaction by
which the interested stockholder became such; (b) upon consummation of the
transaction resulting in an interested stockholder becoming such, the interested
stockholder owns 85% of the voting stock that was outstanding at the time the
transaction commenced (excluding, from the calculation of outstanding shares,
shares beneficially owned by management, directors and certain employees stock
plans); or (c) on or after the date an interested stockholder becomes such, the
business combination is approved by (i) the Board of
17
<PAGE> 19
Directors and (ii) the affirmative vote of the holders of at least 66 2/3% of
the outstanding shares (other than those shares beneficially owned by the
interested stockholder) at a meeting of stockholders.
KANSAS CONTROL SHARE ACQUISITIONS ACT
K N is also subject to Sections 17-1286 et seq. of the K.S.A. (the
"Kansas Control Share Acquisitions Act"), which applies to public corporations
incorporated in Kansas that have certain other connections with the state. The
Kansas Control Share Acquisitions Act relates principally to the acquisition of
"control shares" in such a corporation. Under the Kansas Control Share
Acquisitions Act, a control share acquisition is one that, except for the
operation of the Act, would raise the acquiring person's voting power in the
election of directors of the subject corporation to or above any of three
thresholds: one-fifth or more but less than one-third of all voting power;
one-third or more but less than a majority of all voting power; and at least a
majority of all voting power. Whenever a control share acquisition occurs, the
acquiring person has no voting rights with respect to those shares unless both a
majority of all outstanding shares and a majority of all such shares excluding
all "interested shares" (in general, shares beneficially controlled by the
acquiring person or any officer or inside director of the subject corporation)
approve the acquisition. If the control shares are accorded voting rights, then
dissenters' rights are available under the Kansas Control Share Acquisitions Act
to stockholders who did not vote in favor of the control share acquisition and
who comply with certain prescribed procedures. If the stockholders vote not to
accord voting rights to the control shares, however, then the issuing
corporation has a 60-day option to redeem all such shares at market value.
OTHER MATTERS
The Bank of New York serves as registrar and transfer agent for
the Common Stock and for the Class A $5.00 Cumulative Preferred Stock. K N
serves as registrar and transfer agent for its Class B $8.30 Series Cumulative
Preferred Stock.
LEGAL MATTERS
The legality of the shares of Common Stock offered by this
Prospectus has been passed upon for the Company by William S. Garner, Jr., Vice
President, General Counsel and Secretary of K N.
EXPERTS
The consolidated financial statements and schedules, included in K
N's Annual Report on Form 10-K for the year ended December 31, 1994, which is
incorporated by reference herein, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports. Reference is made
to such report, which calls attention to certain changes in accounting
principles during the periods reported thereon.
18
<PAGE> 20
ITEM 16. EXHIBITS.
The following document is filed as an exhibit to this
Post-Effective Amendment.
Exhibit No. Description
- ----------- -----------
23.3 Consent of Arthur Andersen LLP
I-1
<PAGE> 21
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-3 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 30th day of June,
1995.
K N ENERGY, INC.
BY: /s/ Larry D. Hall
-------------------------------------
President and Chief Executive Officer
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 June 30, 1995.
<TABLE>
<CAPTION>
Signature
---------
Title
-----
<S> <C>
(i) Principal executive officer:
/s/ Larry D. Hall
- -------------------------------------------------
(Larry D. Hall) President and Chief Executive Officer
(ii) Principal financial and accounting officer:
*
- -------------------------------------------------
(E. Wayne Lundhagen) Vice President and Treasurer
(iii) Directors:
- -------------------------------------------------
(Edward H. Austin, Jr.)
*
- -------------------------------------------------
(Charles W. Battey)
- -------------------------------------------------
(Stewart A. Bliss)
*
- -------------------------------------------------
(David W. Burkholder)
</TABLE>
II-2
<PAGE> 22
<TABLE>
<S> <C>
- -------------------------------------------------
(David M. Carmichael)
*
- -------------------------------------------------
(Robert H. Chitwood)
*
- -------------------------------------------------
(Howard P. Coghlan)
*
- -------------------------------------------------
(Robert B. Daugherty)
*
- -------------------------------------------------
(Jordan L. Haines)
/s/ Larry D. Hall
- -------------------------------------------------
(Larry D. Hall)
- -------------------------------------------------
(William J. Hybl)
- -------------------------------------------------
(Edward Randall, III)
- -------------------------------------------------
(James C. Taylor)
*
- -------------------------------------------------
(H. A. True, III)
By: /s/ Larry D. Hall
----------------------------------------------
(Larry D. Hall, Attorney-in-Fact)
</TABLE>
II-3
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
23.3 Consent of Arthur Andersen LLP
</TABLE>
<PAGE> 1
EXHIBIT 23.3
CONSENT OF K N INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement No. 33-69432 and in
Registration Statement No. 33-44871 of our report dated February 16, 1995,
included in K N Energy, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994 and to all references to our firm included in such
Registration Statements.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Denver, Colorado
June 30, 1995
