<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1999
REGISTRATION NO. 333-91257
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KINDER MORGAN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
KANSAS 48-0290000
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
--------------------
1301 MCKINNEY, SUITE 3400
HOUSTON, TEXAS 77010
(713) 844-9500
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOSEPH LISTENGART
KINDER MORGAN, INC.
1301 MCKINNEY, SUITE 3400
HOUSTON, TEXAS 77010
(713) 844-9500
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S AGENT FOR SERVICE)
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PLEASE SEND COPIES OF COMMUNICATIONS TO:
DAVID L. RONN
BRACEWELL & PATTERSON, L.L.P.
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002-2781
PHONE: (713) 221-1352
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, 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, please check the following
box and list the Securities Act registration statement number of the 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 this prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 29, 1999
PROSPECTUS
[KINDER MORGAN, INC. LOGO]
KINDER MORGAN, INC.
200,000 SHARES
COMMON STOCK
-----------------
This prospectus relates to shares of common stock of Kinder Morgan,
Inc. that may be offered and sold from time to time by Petrie Parkman & Co.,
Inc. Petrie Parkman acquired the shares on October 7, 1999, in connection with
investment banking advisory services rendered to K N Energy, Inc., which is now
called Kinder Morgan. We will not receive any of the proceeds from Petrie
Parkman's sale of the shares offered by this prospectus. The methods of sale of
the common stock offered by this prospectus are described under the heading
"Plan of Distribution."
Our common stock trades on the New York Stock Exchange under the
symbol "KMI." The last reported sale price of our common stock on November
, 1999 as reported by the New York Stock Exchange was $ per share.
- --------- ----
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INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE __ OF THIS PROSPECTUS.
-----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
ON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of this prospectus is November , 1999.
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<PAGE> 3
KINDER MORGAN, INC.
Kinder Morgan, Inc. is one of the largest midstream energy companies
in America, operating more than 30,000 miles of natural gas and products
pipelines in 26 states. It also has significant retail distribution, marketing,
gathering, electric generation and terminal assets. Kinder Morgan, Inc. owns
Kinder Morgan, Inc., a Delaware corporation. Kinder Morgan Delaware owns Kinder
Morgan, G.P., Inc., a Delaware corporation, that is the general partner of
Kinder Morgan Energy Partners, L. P. Kinder Morgan Energy Partners is the
largest pipeline master limited partnership in the United States. Combined,
Kinder Morgan and Kinder Morgan Energy Partners have an enterprise value of
approximately $10 billion.
Kinder Morgan was incorporated under the laws of the State of Kansas
in 1927. The address of its principal executive offices is 1301 McKinney, Suite
3400, Houston, Texas 77010 and its telephone number is (713) 844-9500.
Additional information concerning the Company and its subsidiaries is
included in the Company reports and other documents incorporated by reference
in this Prospectus. See "Where You Can Find More Information."
RISK FACTORS
RISKS RELATING TO KINDER MORGAN
ALTHOUGH KINDER MORGAN EXPECTS THAT ITS RECENT MERGER WILL RESULT IN BENEFITS,
THOSE BENEFITS MAY NOT BE REALIZED.
Kinder Morgan recently acquired Kinder Morgan Delaware by merger with
the expectation that the merger will result in specified benefits, including
enhancement of the quality and stability of future earnings, improved cash flow
to fund future growth and a strengthened asset base for the transportation,
storage and processing of energy products. Achieving the benefits of the merger
will depend in part on the integration of Kinder Morgan Delaware's technology,
operations and personnel in a timely and efficient manner. In addition, the
consolidation of the companies will require substantial attention from
management. The diversion of management attention and any difficulties
encountered in the transition and integration process could have a material
adverse effect on Kinder Morgan's business, financial condition and operating
results. We cannot assure you that Kinder Morgan can successfully integrate its
businesses or that any of the anticipated benefits will be realized.
A SIGNIFICANT NUMBER OF SHARES OF KINDER MORGAN COMMON STOCK ARE OWNED BY
RICHARD D. KINDER AND MORGAN ASSOCIATES. IF EITHER OF THEM WERE TO SELL SHARES
OF KINDER MORGAN COMMON STOCK, THE SALE COULD CAUSE THE MARKET PRICE OF KINDER
MORGAN COMMON STOCK TO DROP SIGNIFICANTLY.
Mr. Kinder owns approximately 24.5 million shares of Kinder Morgan
common stock, or 21.7% of the shares outstanding and Morgan Associates owns
approximately 7.3 million shares of Kinder Morgan common stock, or 6.3% of the
shares outstanding. If either of them were to sell their shares of Kinder
Morgan common stock or if the market perceives that either of them intends to
sell shares, the market price of Kinder Morgan common stock could drop
significantly, even if Kinder Morgan's business is doing well.
<PAGE> 4
THE CONCENTRATION OF VOTING POWER IN A SMALL NUMBER OF STOCKHOLDERS MAY
FRUSTRATE BENEFICIAL TRANSACTIONS.
Mr. Kinder beneficially owns approximately 21.7% and William V. Morgan
beneficially owns approximately 6.3% of Kinder Morgan's outstanding common
stock. Since they, in their capacity as stockholders, do not owe a fiduciary
duty to other Kinder Morgan stockholders, they may individually decide not to
accept transactions that may otherwise be beneficial to other Kinder Morgan
stockholders. Unless other issuances of common stock dilute their interests as
stockholders, they may effectively have the voting power to prevent takeover
transactions. This could discourage or make more difficult a merger, tender
offer, proxy contest or acquisition of a significant portion of Kinder Morgan
common stock, even if that event potentially would be favorable to the
interests of the other Kinder Morgan stockholders.
In addition, subject to the terms of the governance agreements which
expire no later than 18 months after October 7, 1999, Messrs. Kinder and Morgan
are free to vote their Kinder Morgan common stock as they determine to be in
their respective best interests on all matters which come before Kinder Morgan
stockholders.
KINDER MORGAN'S HIGH LEVEL OF DEBT MAY LIMIT ITS ABILITY TO ENGAGE IN
BENEFICIAL TRANSACTIONS.
As of September 30, 1999, Kinder Morgan had approximately $3.9 billion
of total debt, $275 million of capital trust securities and stockholders'
equity of approximately $1.2 billion, resulting in a total debt to total
capitalization ratio of approximately 72%. On a pro forma basis after giving
effect to the acquisition by merger of Kinder Morgan Delaware, Kinder Morgan's
total debt to total capitalization ratio decreases to approximately 65%. This
high level of debt may limit Kinder Morgan's ability to make capital
expenditures or acquisitions and may otherwise constrain Kinder Morgan's
ability to take advantage of strategic opportunities in a dynamic energy
industry.
FLUCTUATING COMMODITY PRICES COULD MATERIALLY ADVERSELY AFFECT THE FINANCIAL
CONDITION AND RESULTS OF KINDER MORGAN.
The products and feedstock of Kinder Morgan's gas processing
activities, including natural gas liquids, residue gas, shrink make-up gas,
fuel and related by-products, are commodities. As such, their prices are often
subject to material changes in response to relatively minor changes in supply
and demand, general economic conditions and other market conditions over which
Kinder Morgan has no control. In addition, from time to time, Kinder Morgan
elects to hedge some of these exposures. Other market conditions affecting
Kinder Morgan's natural gas processing business include the availability and
prices of alternative energy and feedstock sources, government regulation,
industry-wide inventory levels, the seasons, the weather and the impact of
energy conservation efforts. For the nine months ended September 30, 1999,
"keep-whole" contracts, which have the greatest amount of commodity risk,
accounted for approximately 27% of Kinder Morgan's natural gas processing total
throughput.
KINDER MORGAN MAY BE ADVERSELY AFFECTED BY THE YEAR 2000 PROBLEM.
Kinder Morgan relies greatly on computer systems and automated systems
to conduct its operations and transact its business, as is common among large
diversified energy companies. Some computer codes and computer chips embedded
in operating equipment may not be able to properly recognize dates in and after
the year 2000. This could result in system failures and miscalculations that
could cause disruptions to various business activities and operations. Kinder
Morgan has adopted a Year 2000 plan to address this issue, and has begun
implementing this plan, which includes an assessment of
<PAGE> 5
the potential problems, an inventory of systems and areas which need to be
corrected, remediation as necessary, testing of such systems and the
development of contingency plans. Although Kinder Morgan expects to have
addressed its own Year 2000 problems in advance of January 1, 2000, Kinder
Morgan relies on suppliers, business partners and other external entities which
may or may not be addressing their own problems associated with this issue. To
the extent these external entities experience their own Year 2000 problems,
they may materially adversely affect Kinder Morgan's ability to do business
without interruption or disruption.
KINDER MORGAN RECEIVES A PORTION OF ITS REVENUES FROM KINDER MORGAN ENERGY
PARTNERS.
Currently, a source of Kinder Morgan's earnings and cash flow is cash
distributions received from Kinder Morgan G.P., the general partner of Kinder
Morgan Energy Partners L.P., a publicly-traded limited partnership. These
distributions include a cash incentive distribution which is based on the
amount of Kinder Morgan Energy Partners' cash distributions to its unitholders.
In the event that Kinder Morgan Energy Partners decreases its cash
distributions to its unitholders, Kinder Morgan's revenues may decrease
substantially, primarily due to the resulting decrease to the cash incentive
distribution to Kinder Morgan G.P. Based on Kinder Morgan Energy Partners'
current cash distribution, the cash incentive distribution initially would be
reduced by 50% of the decrease in the cash distributions to all partners. If
the per unit distribution to Kinder Morgan Energy Partners' common unitholders
falls below target levels described in its partnership agreement, that
percentage would decrease.
THE FIDUCIARY DUTIES OF KINDER MORGAN'S OFFICERS AND DIRECTORS MAY CONFLICT
WITH THOSE OF KINDER MORGAN G.P.
Some directors and officers of Kinder Morgan are also directors and
officers of Kinder Morgan G.P. Conflicts of interest may result due to the
fiduciary duties these directors and officers may have to manage the business
of Kinder Morgan G.P. and Kinder Morgan Energy Partners in a manner beneficial
to Kinder Morgan G.P., Kinder Morgan Energy Partners and the Kinder Morgan
Energy Partners' unitholders. The resolution of these conflicts may not always
be in the best interests of Kinder Morgan's stockholders.
THE SIMILARITY OF KINDER MORGAN'S ACQUISITION STRATEGY AND THAT OF KINDER
MORGAN ENERGY PARTNERS MAY CREATE CONFLICTS OF INTEREST.
Since Kinder Morgan and Kinder Morgan Energy Partners each plan to
grow their businesses through acquisitions, conflicts may arise because:
- some individuals who serve on Kinder Morgan's Board also serve on
the board of directors of Kinder Morgan G.P., and this requires the disclosure
to the board of Kinder Morgan G.P. of any transaction that could be of interest
to that board on behalf of Kinder Morgan G.P., Kinder Morgan Energy Partners or
its subsidiaries;
- acquisition opportunities may be presented to the interlocking
directors or those officers common to Kinder Morgan and Kinder Morgan G.P. that
could be in the best interests of both Kinder Morgan and Kinder Morgan Energy
Partners; and
- Kinder Morgan Energy Partners' acquisition strategy has been, and
Kinder Morgan believes it will continue to be, to acquire assets used in the
transportation, storage and processing of energy products that generate
long-term, steady cash flows and that can be acquired at a price that may
increase Kinder Morgan Energy Partners' earnings and cash flow. There is no
legal limitation on Kinder Morgan Energy
<PAGE> 6
Partners' business that requires Kinder Morgan Energy Partners not to enter
into or acquire other businesses, and Kinder Morgan Energy Partners'
acquisition interests could conflict with those of Kinder Morgan.
Any transaction that Kinder Morgan effects could have been an
opportunity of Kinder Morgan Energy Partners and vice-versa. The resolution of
these conflicts by Kinder Morgan's Board and the board of directors of Kinder
Morgan G.P. may not always be the most beneficial resolution to Kinder Morgan's
stockholders.
KINDER MORGAN MAY NOT BE FULLY COMPENSATED FOR THE RISKS OF OR WORK DONE ON
ACQUISITIONS SHARED WITH KINDER MORGAN ENERGY PARTNERS.
There may be transactions in which Kinder Morgan and Kinder Morgan
Energy Partners combine resources and divide the acquired assets based on
various factors, including the benefits to Kinder Morgan Energy Partners of the
acquisition of these assets. When making these transactions, it may be
necessary for Kinder Morgan to act solely on behalf of Kinder Morgan Energy
Partners through the acquisition. Instead of the transaction being for Kinder
Morgan's entire benefit, Kinder Morgan would only benefit to the extent those
assets produce distributions by Kinder Morgan Energy Partners and increase the
incentive cash distribution to be received by Kinder Morgan G.P. based on its
general partner interest in Kinder Morgan Energy Partners.
KINDER MORGAN MAY NOT BE FULLY REIMBURSED FOR THE USE OF ITS OFFICERS AND
EMPLOYEES BY KINDER MORGAN G.P.
Kinder Morgan may share administrative personnel with Kinder Morgan
G.P. to operate both Kinder Morgan's business and the business of Kinder Morgan
Energy Partners. In that case, Kinder Morgan's officers, who in some cases may
also be officers of Kinder Morgan G.P., will allocate, in their reasonable and
sole discretion, the time Kinder Morgan's employees spend on its behalf and on
behalf of Kinder Morgan Energy Partners. These allocations may not necessarily
be the result of arms-length negotiations between Kinder Morgan G.P. and Kinder
Morgan. Although Kinder Morgan intends to be reimbursed for its employees'
activities, due to the nature of the allocations, this reimbursement may not
exactly match the actual time and overhead spent.
KINDER MORGAN'S CONTROL OVER KINDER MORGAN G.P. MAY BE LIMITED.
Although Kinder Morgan indirectly owns all of the common stock of
Kinder Morgan G.P., Kinder Morgan's control over Kinder Morgan G.P.'s actions
are limited. The fiduciary duties owed by Kinder Morgan G.P. to Kinder Morgan
Energy Partners and its unitholders prevent Kinder Morgan from influencing
Kinder Morgan G.P. to take any action that would benefit Kinder Morgan to the
detriment of Kinder Morgan Energy Partners or its unitholders. Therefore,
Kinder Morgan's control over Kinder Morgan G.P. will be limited to its ability
to elect Kinder Morgan G.P.'s board of directors.
KINDER MORGAN G.P.'S DECISIONS ON BEHALF OF KINDER MORGAN ENERGY PARTNERS MAY
LIMIT CASH DISTRIBUTIONS TO KINDER MORGAN.
Kinder Morgan G.P. determines for Kinder Morgan Energy Partners the
amount and timing of asset purchases and sales, capital expenditures,
borrowings and reserves. All of these decisions can impact the amount of cash
distributed by Kinder Morgan Energy Partners to its unitholders and to Kinder
Morgan G.P. as the general partner of Kinder Morgan Energy Partners, which, in
turn, affects the amount of dividends Kinder Morgan G.P. can pay to Kinder
Morgan. Kinder Morgan G.P. also determines the
<PAGE> 7
amount of distributions to the unitholders of Kinder Morgan Energy Partners.
This determination affects the amount of the cash incentive distribution to
Kinder Morgan G.P., which in turn affects the amount of dividends Kinder Morgan
G.P. can pay to Kinder Morgan.
RISKS RELATING TO THE BUSINESS OF KINDER MORGAN ENERGY PARTNERS
PENDING FEDERAL ENERGY REGULATORY COMMISSION AND CALIFORNIA PUBLIC UTILITIES
COMMISSION PROCEEDINGS SEEK SUBSTANTIAL REFUNDS AND REDUCTIONS IN THE TARIFF
RATES OF KINDER MORGAN ENERGY PARTNERS.
Some shippers on Kinder Morgan Energy Partners' pipelines have filed
complaints with the Federal Energy Regulatory Commission and the California
Public Utilities Commission that seek substantial refunds and reductions in the
tariff rates on Kinder Morgan Energy Partners' Pacific operations. The Federal
Energy Regulatory Commission has issued an opinion that may require payments
for past actions and future tariff reductions on the Pacific operations' East
line. For the five year period from 1994 to 1998, Kinder Morgan Energy Partners
has reserved approximately $29 million on its balance sheet for the potential
impact of the opinion relating to past activities relating to the East line.
The opinion with respect to the East line also had the following impacts on
Kinder Morgan Energy Partners. On April 1, 1999, Kinder Morgan Energy Partners
filed with the Federal Energy Regulatory Commission new East line tariff rates
consistent with the opinion. Kinder Morgan believes that these tariff
reductions will reduce Kinder Morgan Energy Partners' revenues on the East line
by approximately $5.5 million annually. In addition, Kinder Morgan Energy
Partners ceased the $8 million annual accrual of an expense as an addition to
reserves for the potential impact of these claims. The California Public
Utilities Commission affirmed the dismissal of the complaint before it. Upon a
petition for rehearing, the California Public Utilities Commission remanded the
complaints to an administrative law judge for reconsideration of rate base and
jurisdictional issues. Kinder Morgan Energy Partners believes it will
ultimately prevail on rehearing, but, even if adversely decided, the issues
before the administrative law judge are not expected to have a material adverse
impact on Kinder Morgan Energy Partners. Nonetheless, an adverse ruling on
appeal of these decisions could negatively impact revenues, results of
operations, financial condition, liquidity and funds available for distribution
to unitholders and to Kinder Morgan G.P. As a result, Kinder Morgan Energy
Partners would have fewer funds available for distribution to Kinder Morgan
G.P. and Kinder Morgan G.P. would have fewer funds to dividend to Kinder
Morgan.
KINDER MORGAN ENERGY PARTNERS DOES NOT OWN THE LAND ON WHICH ITS PIPELINES ARE
CONSTRUCTED AND IS SUBJECT TO THE POSSIBILITY OF INCREASED COSTS FOR ITS LOSS
OF LAND USE.
Kinder Morgan Energy Partners generally does not own the land on which
its pipelines are constructed. Instead, Kinder Morgan Energy Partners obtains
by contract the right to construct and operate the pipelines on other people's
land for a period of time. If a court were to hold that Kinder Morgan Energy
Partners was not entitled to use a substantial part of these lands, its results
of operations and its ability to pay distributions to Kinder Morgan G.P. and
Kinder Morgan G.P.'s ability to pay dividends to Kinder Morgan would be
affected negatively.
DISTRIBUTIONS FROM SHELL CO(2) COMPANY, LTD. MAY BE LIMITED.
Kinder Morgan Energy Partners owns 20% of Shell CO(2) Company, Ltd.,
the other 80% of which is owned by Shell Oil Company. It is possible that
Kinder Morgan Energy Partners will not receive any distributions from Shell
CO(2) Company during 2002 and 2003. During 1999-2001, Kinder Morgan Energy
Partners will receive a fixed, quarterly priority distribution from Shell CO(2)
Company
<PAGE> 8
of approximately $3.6 million, or $14.5 million per year. These distributions
are accounted for as equity earnings. If the distributions through 2001 result
in an overpayment to Kinder Morgan Energy Partners, Shell Oil Company will
receive a priority distribution during 2002 and 2003 equal to the amount of the
overpayment. This priority distribution could limit Kinder Morgan Energy
Partners' earnings from Shell CO(2) Company during that period. If the priority
distribution through 2003 does not make up any prior overpayment, Kinder Morgan
Energy Partners will be required to make a capital contribution to Shell CO(2)
Company for that difference. After 2003, Kinder Morgan Energy Partners will
participate in distributions according to its ownership percentage.
RESTRICTIONS IN KINDER MORGAN ENERGY PARTNERS' DEBT INSTRUMENTS MAY LIMIT ITS
FINANCIAL FLEXIBILITY.
Kinder Morgan Energy Partners' debt agreements contain restrictions
that may prevent it from engaging in various beneficial transactions. The debt
agreements prohibit Kinder Morgan Energy Partners from:
- distributing cash to unitholders more often than quarterly;
- distributing amounts in excess of 100% of available cash for the
immediately preceding calendar quarter; and
- making any distribution to unitholders if Kinder Morgan Energy
Partners is in default or would be in default because of the distribution.
The restrictions relate to:
- specific financial ratios;
- the incurrence of additional debt;
- the entrance into mergers, consolidations and sales of assets;
- investment activity; and
- the grant of liens.
RESTRICTIONS ON THE ABILITY TO PREPAY SFPP, L.P.'S DEBT MAY LIMIT KINDER MORGAN
ENERGY PARTNERS' FINANCIAL FLEXIBILITY.
SFPP, L.P., an operating limited partnership in which Kinder Morgan
Energy Partners indirectly holds a 99.5% interest, is subject to some
restrictions on its debt that may limit Kinder Morgan Energy Partners'
flexibility to structure or refinance existing or future debt. These
restrictions include the following:
- Kinder Morgan Energy Partners may not prepay SFPP, L.P.'s first
mortgage notes before December 15, 1999;
- After December 15, 1999, and before December 15, 2002, Kinder Morgan
Energy Partners may prepay the SFPP, L.P. first mortgage notes with a penalty;
and
<PAGE> 9
- Kinder Morgan Energy Partners agreed as part of the acquisition of
its Pacific operations to not take specific actions related to the $190 million
of the SFPP, L.P. first mortgage notes that would cause adverse tax
consequences for the preceding general partner of SFPP, L.P.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any Common
Stock by Petrie Parkman & Co., Inc.
SELLING STOCKHOLDER
The 200,000 shares of common stock covered by this prospectus are
being offered by Petrie Parkman. The shares were issued to Petrie Parkman in
consideration of investment banking advisory services rendered in connection
with the acquisition described below.
Kinder Morgan, formerly K N Energy, Inc., entered into an agreement
effective July 8, 1999 with Kinder Morgan, Inc., a Delaware corporation, under
which K N Energy, Inc. agreed to acquire Kinder Morgan Delaware by merger. In
the merger, each former stockholder of Kinder Morgan Delaware was issued
3,917.957 shares of K N Energy, Inc. for each share of Kinder Morgan Delaware
common stock. The merger was completed on October 7, 1999, at which time K N
Energy, Inc. changed its name to Kinder Morgan, Inc.
As payment for investment banking advisory services, Kinder Morgan
issued 200,000 shares of common stock to Petrie Parkman upon the closing of
merger. Under the terms of that arrangement, Kinder Morgan was obligated to
register the shares for resale under this prospectus. Other than investment
banking advisory services rendered to Kinder Morgan from time to time
throughout the last three years, Petrie Parkman has not held any position or
office or had any other material relationship with Kinder Morgan or any
predecessor or affiliate of Kinder Morgan, other than as stockholder, during
the past three years.
The table below sets forth information relating to the ownership of
our common stock by Petrie Parkman immediately prior to this offering and after
selling the shares of common stock in the offering. Petrie Parkman has sole
voting and investment power with respect to the shares of common stock listed
below.
<TABLE>
<CAPTION>
Beneficial Ownership
Before Offering
Name of ---------------------------------------------
selling stockholder Shares Percentage
--------------------------- ------------------- -------------------
<S> <C> <C>
Petrie Parkman & Co., Inc. 200,000 0.18%
</TABLE>
Petrie Parkman may sell some, all or none of the common stock under this
prospectus; consequently, the number and percentage of shares of common stock
to be beneficially owned by Petrie Parkman after the offering under this
prospectus cannot be determined, but the sale of all of the shares of common
stock would effect the disposition of all of the shares of common stock
beneficially owned by Petrie Parkman as of November 29, 1999.
<PAGE> 10
PLAN OF DISTRIBUTION
We are registering the shares on behalf of Petrie Parkman. We will
bear all costs, expenses and fees in connection with the registration of the
shares. The selling stockholder will bear its own brokerage commissions and
similar selling expenses, if any, attributable to the sale of its shares. All
or part of the shares may be offered by Petrie Parkman from time to time in
transactions on the New York Stock Exchange. The methods by which the shares
may be sold or distributed may include, but not be limited to, the following:
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account;
o an exchange distribution in accordance with the rules of that
exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o a cross or block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent, but may
position and resale a portion of the block as principal to
facilitate the transaction;
o short sales, short sales against the box, puts and calls and
other transactions in our securities or derivatives thereof,
in connection with which the selling stockholder may sell and
deliver the shares;
o short sales or borrowings, returns and reborrowings of the
shares pursuant to stock loan agreements to settle short
sales;
o delivery in connection with the issuance of securities by
issuers, other than us, that are exchangeable for (whether
optional or mandatory), or payable in, the shares (whether
the securities are listed on a national securities exchange
or otherwise) or pursuant to which the shares may be
distributed; and
o a combination of the methods of sale or distribution
described above.
In effecting sales, brokers or dealers engaged by Petrie Parkman may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from Petrie Parkman or from the purchasers in
amounts to be negotiated immediately prior to the sale. Petrie Parkman will not
participate in the distribution of the shares.
If underwriters are used in the sale, the shares will be acquired by
the underwriters for their own account. The underwriters may resell the shares
in one or more transactions, including negotiated transactions at a fixed
public offering price or at varying prices determined at the time of sale. Any
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time. If we are notified that
underwriters are involved, the names of underwriters, if any, with respect to
any such offering and the terms of the transactions, including any underwriting
discounts, concessions or commissions and other items constituting compensation
of the underwriters and broker-dealers, if any, will be set forth in a
supplement to this prospectus relating to that offering. The obligations of the
underwriters to purchase the shares will be subject to specified conditions,
and the underwriters will be obligated to purchase all of the shares specified
in such supplement if any are purchased.
<PAGE> 11
This prospectus may also be used by donees of Petrie Parkman or other
persons acquiring shares, including brokers who borrow the shares to settle
short sales of shares of common stock, and who wish to offer and sell the
shares under circumstances requiring or making desirable its use. Petrie
Parkman may pledge its shares pursuant to the margin provisions of its customer
agreements with respective brokers or otherwise. Upon a default by Petrie
Parkman, the broker or pledgee may offer and sell the pledged shares from time
to time.
Petrie Parkman and any broker-dealers who act in connection with the
sale of shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by them and any
profit on the resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
We have agreed to indemnify Petrie Parkman and its affiliates and the
officers, directors, partners, agents and employees of Petrie Parkman and its
affiliates, each person who controls Petrie Parkman and its affiliates and the
officers, directors, partners, agents and employees of each of those
controlling persons from specified liabilities, including liabilities arising
under the Securities Act, and Petrie Parkman has agreed to indemnify us and our
directors, officers and employees, each person who controls us and the
directors officers and employees of those controlling persons from specified
liabilities based on information supplied to us by Petrie Parkman.
LEGAL MATTERS
The validity of the shares of common stock offered under this
prospectus has been passed upon for us by Bracewell & Patterson, L.L.P.,
Houston, Texas.
EXPERTS
The consolidated financial statements and schedule of Kinder Morgan,
Inc. (formerly K N Energy, Inc.) and its subsidiaries as of December 31, 1998
and 1997, and for each of the three years in the period ended December 31,
1998, incorporated in this Prospectus and elsewhere in the Registration
Statement by reference to its Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The consolidated financial statements of MidCon Corp. and its
subsidiaries as of December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997, incorporated in this Prospectus and
elsewhere in the Registration Statement by reference to K N Energy, Inc.'s
Current Report on Form 8-K/A filed with the Commission on February 12, 1998,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
The consolidated financial statements of Kinder Morgan Delaware and of
Kinder Morgan Energy Partners, L.P. and subsidiaries as of December 31, 1998 and
the year then ended incorporated in this Prospectus by reference to K N Energy's
Registration Statement on Form S-4 filed on August 23, 1999, in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
------------
<PAGE> 12
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to risks and uncertainties and are based on the beliefs and assumption of our
management, based on information currently available to our management. When we
use words such as "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "should" or similar expressions, we are making forward-looking
statements.
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. The future results and
stockholder values of our company may differ materially from those expressed in
these forward-looking statements. Many of the factors that will determine these
results and values are beyond our ability to control or predict. These
statements are necessarily based upon various assumptions involving judgments
with respect to the future including, among others, the ability to achieve
synergies and revenue growth, national, international, regional and local
economic, competitive and regulatory conditions and developments, technological
developments, capital market conditions, inflation rates, interest rates, the
political and economic stability of oil producing nations, energy markets,
weather conditions, business and regulatory or legal decisions, the pace of
deregulation of retail natural gas, natural gas liquids, electricity and
certain agricultural products, the timing and success of business development
efforts, and other uncertainties, all of which are difficult to predict and
many of which are beyond our control. Stockholders are cautioned not to put
undue reliance on any forward-looking statements. For those statements, we
claim the protection of the safe harbor for forward- looking statements
contained in the Private Securities Litigation Reform Act of 1995.
Stockholders should understand that the following important factors,
in addition to those discussed elsewhere in this prospectus or in the documents
which are incorporated by reference into this prospectus, could affect the
future results of Kinder Morgan and could cause results to differ materially
from those expressed in the forward-looking statements.
o Kinder Morgan's ability and Kinder Morgan Energy Partners' ability to
integrate any acquired operations into Kinder Morgan's existing
operations;
o Kinder Morgan may be unable to retain key personnel of the combined
company for an extended period of time after the acquisition by merger
of Kinder Morgan Delaware;
o Kinder Morgan may be unable to adapt to changes in the competitive
environment in the natural gas and electric industries and, in
particular, to anticipated increased competition in the Chicago
natural gas market from Canadian pipeline operators;
o changes in laws or regulations, third party relations and approvals,
decisions of courts, regulators and governmental bodies may adversely
affect Kinder Morgan's business or ability to compete;
o Kinder Morgan's indebtedness could make Kinder Morgan vulnerable to
general adverse economic and industry conditions, limit Kinder
Morgan's ability to borrow additional funds, place Kinder Morgan at a
competitive disadvantage compared to its competitors that have less
debt or have other adverse consequences;
o commodity risk in the natural gas processing business;
<PAGE> 13
o weather risks for the local distribution companies, intrastate
pipelines and interstate pipelines of Kinder Morgan;
o other risks and uncertainties as may be detailed from time to time in
Kinder Morgan's public announcements and SEC filings;
o price trends and overall demand for natural gas liquids, refined
petroleum products, carbon dioxide, and coal in the United States.
Economic activity, weather, alternative energy sources, conservation
and technological advances may affect price trends and demand;
o if the Federal Energy Regulatory Commission or the California Public
Utilities Commission changes the tariff rates applicable to Kinder
Morgan Energy Partners' pipelines;
o if railroads experience difficulties or delays in delivering products
to Kinder Morgan Energy Partners' bulk terminals;
o Kinder Morgan's ability and Kinder Morgan Energy Partners' ability to
successfully identify and close strategic acquisitions and make cost
saving changes in operations; and
o shut-downs or cutbacks at major refineries, petrochemical plants,
utilities, military bases or other businesses that use Kinder Morgan
Energy Partners' services.
In addition, Kinder Morgan Energy Partners' classification as a
partnership for federal income tax purposes means that generally it does not
pay federal income taxes on its net income. Kinder Morgan Energy Partners does,
however, pay taxes on the net income of subsidiaries that are corporations.
Kinder Morgan Energy Partners relies on a legal opinion from its counsel, and
not a ruling from the IRS, as to its proper classification for federal income
tax purposes. If Kinder Morgan Energy Partners were to be classified as a
corporation for tax purposes, its tax payment would decrease the amount of cash
available for distribution to its partners, including Kinder Morgan G.P., thus
limiting the ability of Kinder Morgan G.P. to make distributions to us.
<PAGE> 14
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements
or other information that we file at the public reference facilities maintained
by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the SEC located at 7 World Trade Center, Suite
1300, New York, New York 10048 and 500 West Madison Street, Chicago, Illinois
60661. Copies of this material can also be obtained upon written request from
the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates or from the SEC's website on
the internet at http://www.sec.gov. The SEC's telephone number is
1-800-SEC-0330 for information on the public reference facilities. Our common
stock and certain other securities are listed on the New York Stock Exchange,
and information about us is also available at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be a part of this
prospectus, except for any information superseded by information in this
prospectus. Later information that we file with the SEC will automatically
update and supersede this information. This prospectus incorporates by
reference the documents set forth below that we have previously filed with the
SEC and that Kinder Morgan Energy Partners has filed with the SEC. These
documents contain important information about us and our finances.
o Kinder Morgan Annual Report on Form 10-K for the year ended
December 31, 1998;
o Kinder Morgan Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
o Kinder Morgan Current Reports on Form 8-K filed November 29, 1999,
November 18, 1999, November 15, 1999, October 21, 1999, September 29,
1999, September 15, 1999, July 14, 1999, June 21, 1999, April 16, 1999,
April 2, 1999, February 23, 1999 and February 12, 1998;
o Kinder Morgan Registration Statement on Form S-4 filed on August 23,
1999, as it relates to the financial statements of Kinder Morgan
Delaware and of Kinder Morgan Energy Partners and subsidiaries as of
and for the year ended December 31, 1998 and to the information
provided under the headings "Kinder Morgan Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Business
of Kinder Morgan, Inc." and "Material Provisions of Kinder Morgan
Energy Partners' Partnership Agreement."
o Kinder Morgan description of the Preferred Share Purchase Rights and
the Common Stock contained in our Registration Statements on Form 8-A;
o Kinder Morgan Energy Partners Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999;
and
o Kinder Morgan Energy Partners Current Reports on Form 8-K filed
October 22, 1999, March 31, 1999, February 16, 1999 and January 14,
1999.
We are also incorporating by reference additional documents that we,
or Kinder Morgan Energy Partners, may file with the SEC between the date of
this prospectus and the date of the completion of the offering of our common
stock by Petrie Parkman. We have supplied all such information contained or
incorporated by reference in this prospectus relating to us.
<PAGE> 15
Documents incorporated by reference are available from Kinder Morgan
and Kinder Morgan Energy Partners without charge, excluding all exhibits to any
person, including any beneficial owner, to whom a prospectus is delivered
unless Kinder Morgan has specifically incorporated by reference an exhibit in
this prospectus. To obtain documents incorporated by reference in this
prospectus, you may request them in writing or by telephone from Kinder Morgan
at the following address:
Kinder Morgan, Inc.
1301 McKinney, Suite 3400
Houston, Texas 77010
(713) 844-9500
This prospectus is part of a Registration Statement filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this Prospectus. This
prospectus is dated November __, 1999. You should not assume that the
information contained in this prospectus is accurate as of any other date other
than November __, 1999. This prospectus is an offer to sell or to buy only the
securities it refers to, and only under circumstances and in jurisdictions
where it is lawful to do so.
<PAGE> 16
===============================================================================
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the common stock offered in this prospectus, but only
under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Kinder Morgan, Inc............................................................
Risk Factors..................................................................
Use of Proceeds...............................................................
Selling Stockholder...........................................................
Plan of Distribution..........................................................
Legal Matters.................................................................
Experts.......................................................................
Forward-Looking Statements....................................................
Where You Can Find More Information...........................................
</TABLE>
===============================================================================
===============================================================================
200,000 Shares
of Common Stock
Kinder Morgan, Inc.
-----------------
Prospectus
November __, 1999
-----------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be incurred by Kinder
Morgan in connection with the issuance and distribution of the common stock
being registered. All costs will be borne by Kinder Morgan. All amounts except
the registration fee are estimated.
<TABLE>
<S> <C>
Registration Fee........................................................ $ 1,220
Legal Fees and Expenses................................................. $10,000
Accounting Fees and Expenses............................................ $10,000
Miscellaneous........................................................... $ 5,000
-------
$26,220
=======
</TABLE>
Item 15. 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 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, and against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, including
attorney fees, if such person acted in 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 Company requires the Company to provide
substantially the same indemnification of its directors and officers as that
authorized by Kansas General Corporation Law.
The Company has insurance policies 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 director 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.
II-1
<PAGE> 18
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 Restated Articles of Incorporation of Kinder Morgan - incorporated by reference to
Exhibit 3(a) to Kinder Morgan's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
4.2 Certificate of Amendment to the Restated Articles of Incorporation of Kinder Morgan
as filed on October 7, 1999, with the Secretary of State of Kansas - incorporated
by reference to Exhibit 3.1 to Kinder Morgan's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1999.
4.3 Bylaws of Kinder Morgan as amended to October 7, 1999 - incorporated by reference to
Exhibit 3.2 to Kinder Morgan's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999.
4.4 Rights Agreement dated as of August 21, 1995, between Kinder Morgan and The Bank
of New York, as Rights Agent - incorporated by reference to Exhibit 1 to Kinder
Morgan's Form 8-A Registration Statement dated August 21, 1995.
4.5 Amendment No. 1 to Rights Agreement dated as of September 8, 1998 between Kinder
Morgan and The Bank of New York, as Rights Agent - incorporated by reference to
Exhibit 10(cc) to Kinder Morgan's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
4.6 Amendment No. 2 to Rights Agreement of the Company dated July 8, 1999, between the
Company and First Chicago Trust Company of New York, as successor-in-interest to
The Bank of New York, as Rights Agent - incorporated by reference to Exhibit 4.1 to
Kinder Morgan's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1999.
*5.1 Opinion of Bracewell & Patterson, L.L.P. regarding the legality of the securities.
*23.1 Consent of Bracewell & Patterson (included in Exhibit 5.1 hereof).
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Arthur Andersen LLP.
*23.4 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney.
- ---------------
* Filed herewith.
</TABLE>
II-2
<PAGE> 19
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
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;
(2) That, 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 that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To 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.
(b) The undersigned registrant hereby undertakes that, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 20
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Houston, State of Texas, on November
29, 1999.
KINDER MORGAN, INC.
By: /s/ RICHARD D. KINDER
----------------------------
Richard D. Kinder
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the indicated capacities on November 29, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ RICHARD D. KINDER Director, Chairman of the Board and Chief
- ----------------------------------- Executive Officer (principal executive officer)
Richard D. Kinder
* Director, Vice Chairman of the Board and
- ----------------------------------- President
William V. Morgan
* Vice President--Chief Financial Officer
- ----------------------------------- (principal financial and accounting officer)
David G. Dehaemers, Jr.
* Director
- -----------------------------------
Edward H. Austin, Jr.
* Director
- -----------------------------------
Charles W. Battey
* Director
- -----------------------------------
Stewart A. Bliss
* Director
- -----------------------------------
Ted A. Gardner
Director
*
- -----------------------------------
William J. Hybl
* Director
- -----------------------------------
Edward Randall, III
* Director
- -----------------------------------
Fayez Sarofim
* Director
- -----------------------------------
H.A. True, III
*By: /s/ RICHARD D. KINDER
-------------------------------
Richard D. Kinder
(Attorney-in-fact for persons indicated)
</TABLE>
II-4
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
4.1 Restated Articles of Incorporation of Kinder Morgan - incorporated by reference to
Exhibit 3(a) to Kinder Morgan's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
4.2 Certificate of Amendment to the Restated Articles of Incorporation of Kinder Morgan
as filed on October 7, 1999, with the Secretary of State of Kansas - incorporated by
reference to Exhibit 3.1 to Kinder Morgan's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1999.
4.3 Bylaws of Kinder Morgan as amended to October 7, 1999 - incorporated by reference to
Exhibit 3.2 to Kinder Morgan's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999.
4.4 Rights Agreement dated as of August 21, 1995, between Kinder Morgan and The Bank
of New York, as Rights Agent - incorporated by reference to Exhibit 1 to Kinder
Morgan's Form 8-A Registration Statement dated August 21, 1995.
4.5 Amendment No. 1 to Rights Agreement dated as of September 8, 1998 between Kinder
Morgan and The Bank of New York, as Rights Agent - incorporated by reference to
Exhibit 10(cc) to Kinder Morgan's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
4.6 Amendment No. 2 to Rights Agreement of the Company dated July 8, 1999, between the
Company and First Chicago Trust Company of New York, as successor-in-interest to
The Bank of New York, as Rights Agent - incorporated by reference to Exhibit 4.1 to
Kinder Morgan's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1999.
*5.1 Opinion of Bracewell & Patterson, L.L.P. regarding the legality of the securities.
*23.1 Consent of Bracewell & Patterson (included in Exhibit 5.1 hereof).
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Arthur Andersen LLP.
*23.4 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney.
- ----------------------
* Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 29, 1999
Kinder Morgan, Inc.
1301 McKinney, Suite 3400
Houston, Texas 77010
Ladies and Gentlemen:
We have acted as counsel to Kinder Morgan, Inc., a Kansas corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, with
respect to the offering and sale by Petrie Parkman & Co., Inc. of up to 200,000
shares of the Company's common stock, par value $5.00 per share (the "Shares").
We have examined such corporate records, documents, instruments and certificates
of the Company and have received such representations from the officers and
directors of the Company and have considered such questions of law as we have
deemed necessary, relevant or appropriate to enable us to render the opinion
expressed herein. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents, instruments, records and
certificates submitted to us as originals. We have not independently verified
any matter of fact relating to this opinion.
Based on such examination and review and on representations made to us by
officers of the Company, and subject to the limitations and assumptions set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly and validly
authorized, issued and delivered, are fully paid and nonassessable, and when the
Registration Statement has become effective and upon delivery against payment
therefor as described in the Registration Statement, the Shares will continue to
be validly issued, fully paid and nonassessable.
We are members of the State Bar of Texas. The foregoing opinion is based on and
is limited to the Kansas General Corporation Code and the relevant law of the
United States of America, and we render no opinion with respect to any other law
or the law of any other jurisdiction. With respect to the Kansas General
Corporation Code, we have consulted with other persons and authorities to the
extent we deemed necessary.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement and to the reference to
this firm as having passed on the validity of the issuance of the Common Stock
under the caption "Legal Matters" in the prospectus contained in the
Registration Statement. By giving such consent, we do not admit that we are
included within the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations issued thereunder. This
opinion is delivered solely for your benefit and may not be used or relied upon
for any purpose by any other person or entity without our express prior written
authorization.
Very truly yours,
/s/ Bracewell & Patterson, L.L.P.
Bracewell & Patterson, L.L.P.
<PAGE> 1
EXHIBIT 23.2
Consent of Kinder Morgan, Inc. Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 2, 1999,
included in Kinder Morgan, Inc.'s (formerly K N Energy, Inc.) Annual Report on
Form 10-K for the year ended December 31, 1998, and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
November 29, 1999
<PAGE> 1
EXHIBIT 23.3
Consent of MidCon Corp. Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 23, 1998 on
MidCon Corp.'s consolidated financial statements for the year ended December 31,
1997, included in the K N Energy, Inc. Form 8-K/A dated February 12, 1998, and
to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
November 29, 1999
<PAGE> 1
EXHIBIT 23.4
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3/A of our reports dated March 10, 1999 and
March 31, 1999 included in K N Energy, Inc.'s Registration Statement on Form S-4
(File No. 333-85747) dated August 23, 1999 relating to the financial statements
of Kinder Morgan Energy Partners, L.P. and Kinder Morgan, Inc. as of December
31, 1998 and for the year then ended. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
November 29, 1999
<PAGE> 1
EXHIBIT 24.1
LIMITED POWER OF ATTORNEY
KINDER MORGAN, INC.
The undersigned director or officer of Kinder Morgan, Inc., a Kansas
corporation, hereby makes, constitutes and appoints Richard D. Kinder and
William V. Morgan and each of them acting individually, his true and lawful
attorney with power to act without the other and with full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacities as aforesaid, a Registration Statement on Form S-3
for filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, with respect to Common Stock, $5.00 par value per share, of
Kinder Morgan, Inc., and any and all amendments thereto or other documents in
support thereof or supplemental thereto, hereby granting to said attorneys and
each of them full power and authority to do and perform each and every act and
thing whatsoever as said attorney or attorneys may deem necessary or advisable
to carry out fully the intent of the foregoing as the undersigned might or could
do personally or in the capacity or capacities as aforesaid, hereby ratifying
and confirming all acts and things which said attorney or attorneys may do or
cause to be done.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of November, 1999.
Signature
/s/ RICHARD D. KINDER
--------------------------------------
Richard D. Kinder
/s/ WILLIAM V. MORGAN
--------------------------------------
William V. Morgan
/s/ DAVID G. DEHAEMERS, JR.
--------------------------------------
David G. Dehaemers, Jr.
/s/ EDWARD H. AUSTIN, JR.
--------------------------------------
Edward H. Austin, Jr.
/s/ CHARLES W. BATTEY
--------------------------------------
Charles W. Battey
/s/ STEWART A. BLISS
--------------------------------------
Stewart A. Bliss
/s/ TED A. GARDNER
--------------------------------------
Ted A. Gardner
/s/ WILLIAM J. HYBL
--------------------------------------
William J. Hybl
/s/ EDWARD RANDALL, III
--------------------------------------
Edward Randall, III
/s/ FAYEZ SAROFIM
--------------------------------------
Fayez Sarofim
/s/ H.A. TRUE, III
--------------------------------------
H.A. True, III
