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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
September 28, 1999
(Date of earliest event reported)
K N Energy, Inc.
(Exact name of Registrant as specified in its charter)
Kansas 1-6446 48-0290000
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
370 Van Gordon Street
P. O. Box 281304
Lakewood, Colorado 80228-8304
(Address of principal executive offices, including zip code)
(303) 989-1740
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On September 28,1999, K N Energy, Inc., a Kansas corporation (the
"Company"), and Kinder Morgan, Inc., a Delaware corporation ("Kinder Morgan"),
issued a joint press release announcing that the Company's stockholders had
approved the issuance of shares of the Company's common stock in connection with
the merger of a wholly-owned subsidiary of the Company with and into Kinder
Morgan (the "Merger") and that the Company's stockholders had approved an
amendment to the Company's articles of incorporation to change the Company's
name to "Kinder Morgan, Inc." upon completion of the Merger. In addition, Kinder
Morgan's stockholders approved the Merger. The joint press release is attached
as Exhibit 99.1 and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Joint Press Release of the Company and Kinder Morgan,
issued September 28, 1999.
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SIGNATURE
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.
By: /s/ Stewart A. Bliss
--------------------------------
Name: Stewart A. Bliss
Title: Chairman and Chief
Executive Officer
Date: September 29, 1999
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EXHIBIT INDEX
99.1 Joint Press Release of the Company and Kinder Morgan, issued
September 28, 1999.
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EXHIBIT 99.1
[K N Energy logo] [Kinder Morgan logo]
Larry Pierce @ 303-914-4751 Irene Twardowski @ 713-844-9500
WWW.KNE.COM WWW.KINDERMORGAN.COM
SHAREHOLDERS APPROVE
KINDER MORGAN, INC. - KN ENERGY, INC. TRANSACTION
HOUSTON and LAKEWOOD, COLO., Sept. 28, 1999 - Shareholders of Kinder
Morgan, Inc. and KN Energy, Inc. (NYSE - KNE) Tuesday overwhelmingly approved
the terms of the previously announced merger involving the two companies.
Ninety-eight percent of KN stockholders who voted on the transaction approved a
proposal to issue 41.5 million shares of KN common stock pursuant to the terms
of the merger agreement. Additionally, ninety-seven percent of KN shareholders
voting approved a proposal to amend the company's articles of incorporation to
change the name of the company to Kinder Morgan, Inc. upon completion of the
merger. Stockholders of Kinder Morgan, Inc., a privately held company, also
approved the merger.
"Receiving shareholder approval is a significant step toward the
closing of this transaction," Rich Kinder, chairman and chief executive officer
of Kinder Morgan, Inc., said. "We remain on track to complete the merger in
early October."
Stewart Bliss, interim chairman and chief executive officer of KN,
said, "The results of our special shareholder meeting demonstrate that KN
shareholders strongly support the merger with Kinder Morgan and recognize the
value of this combination."
The companies have received, or expect to receive by Oct. 7, all
required regulatory approvals relating to the merger. The planned merger will
combine the general partner of the largest independent refined products pipeline
company in the U.S. with one of the largest natural gas pipeline operators in
the country. It will create a premier midstream energy company, with operations
in every region of the U.S. except the northeast. Kinder will be named chairman
and chief executive officer of the combined entity once the merger is completed.
(more)
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KINDER MORGAN-KN ENERGY TRANSACTION
PAGE 2
KN Energy, Inc. will be renamed Kinder Morgan, Inc. upon closure of
the merger and it will be traded under the New York Stock Exchange symbol (KMI).
Kinder Morgan Energy Partners, a master limited partnership, is traded under the
New York Stock Exchange symbol (ENP) and will remain a separate entity.
Kinder Morgan, Inc. is the sole stockholder of the general partner of
Kinder Morgan Energy Partners, L. P. Kinder Morgan Energy Partners, L. P., which
has an enterprise value of approximately $3.0 billion, is the nation's largest
pipeline master limited partnership. It owns and operates one of the largest
product pipeline systems in the United States, serving customers in 16 states
with more than 5,000 miles of pipeline and over 20 associated terminals. Kinder
Morgan Energy Partners, L. P. also operates more than 20 bulk terminal
facilities which transload over 40 million tons of coal, petroleum coke and
other products annually. In addition, Kinder Morgan Energy Partners owns 51
percent of Plantation Pipe Line Company and a 20 percent interest in Shell CO2
Company, Ltd.
KN Energy, Inc., based in Lakewood, Colo., is the nation's
sixth-largest integrated natural gas company with more than $8 billion in total
assets and is one of the largest pipeline operators with more than 25,000 miles
of pipe. It has operations in 16 states, including natural gas gathering,
processing, marketing, storage, transportation, energy commodity sales - natural
gas and natural gas liquids; electric generation design, construction and
operation; and innovative services designed for consumers, utilities and
commercial entities.
# # #
This news release contains forward-looking statements within the scope
of the Securities Act of 1933 and the Securities Exchange Act of 1934. Although
the company believes that these statements are based upon reasonable
assumptions, it can give no assurance that its goals will be achieved.
Differences between assumed facts and actual results can be material depending
on the circumstances and investors should be aware of important factors that
could have a material impact on future results. Such factors include, among
others, the pace of deregulation of retail natural gas and electricity; federal,
state and international regulatory developments; the timing and extent of
changes in commodity prices for oil, natural gas, natural gas liquids,
electricity, certain agricultural products and interest rates; the extent of
success in acquiring natural gas facilities; the timing and success of efforts
to develop power, pipeline and other projects; political developments in foreign
countries; weather-related factors; and conditions of the capital markets and
equity markets during the periods noted in the release. All of these factors are
difficult to predict and many are beyond the company's control.
