UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KINDER MORGAN ENERGY PARTNERS, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
494550-10-6
(CUSIP Number)
Kinder Morgan, Inc.
1301 McKinney, Suite 3400
Houston, Texas 77010
Attn: Mr. Joseph Listengart
(713) 844-9500
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
with a copy to:
Mr. David L. Ronn
Bracewell & Patterson, L.L.P.
South Tower Pennzoil Place
711 Louisiana Street, Suite 2900
Houston, Texas 77002-2781
713-221-1352
January 20, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report this acquisition that is the subject of this Schedule 13D,
and is filing this Sch edule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ]
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
<PAGE> 2
CUSIP NO.: 494550-10-6 Page 2 of 8 Pages
SCHEDULE 13D
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1 Name of Reporting Person; S.S. or IRS Identification
Number
Kinder Morgan, Inc.
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2 Check the Appropriate Box If A Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
00
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5 Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization
Kansas
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7 Sole Voting Power
6,523,650
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8 Shared Voting Power
4,148,350 (1)
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9 Sole Dispositive Power
6,523,650
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10 Shared Dispositive Power
4,148,350 (1)
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person
10,672,000
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12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
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13 Percent of Class Represented by Amount in Row (11)
18.0%
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14 Type of Reporting Person
CO
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(1) See Item 5.
<PAGE> 3
STATEMENT ON SCHEDULE 13D
Introductory Note: All information herein with respect to
Kinder Morgan, Inc. is to the best knowledge and belief of the
Reporting Person, as defined herein.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common units
("Common Units"), of Kinder Morgan Energy Partners, L.P., a
Delaware limited partnership ("Issuer"), whose principal
executive offices are located at 1301 McKinney, Suite 3400,
Houston, Texas 77010.
Item 2. Identity and Background.
This Statement is filed by Kinder Morgan, Inc., a Kansas
corporation (the "Reporting Person").
The address of the principal offices of the Reporting Person
is 1301 McKinney, Suite 3400, Houston, Texas 77010.
Information relating to the directors and executive officers
of each of the Reporting Person is contained in Appendix A
attached hereto and is incorporated herein by reference.
None of the Reporting Person or, to the undersigned's
knowledge, any person listed on Appendix A hereto, has been
during the last five years (a) convicted of any criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (b) a part to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities
laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On December 30, 1999, the Issuer entered into a Contribution
Agreement (the "Contribution Agreement") among the Issuer, Kinder
Morgan G.P., Inc., a Delaware corporation, an indirect subsidiary
of the Reporting Person and the sole general partner of the
Issuer ("KMGP"), the Reporting Person, KN Gas Gathering, Inc., a
Colorado corporation and a wholly-owned subsidiary of the
Reporting Person ("KNGG"), and Natural Gas Pipeline Company of
America, a Delaware corporation and an indirect wholly-owned subsidiary
of the Reporting Person ("NGPL"). On January 20, 2000, pursuant to the
Contribution Agreement that was effective as of December 31,
1999 the Issuer issued an aggregate of 9,810,000 Common Units to
the Reporting Person, KNGG and NGPL, in exchange for their
contribution to the Issuer of (i) all of the Reporting Person's
interest in Kinder Morgan Interstate Gas Transmission LLC, a
Colorado limited liability company, (ii) all of KNGG's interest
in Red Cedar Gathering Company, a Colorado general partnership;
and (iii) all of NGPL's interest in Kinder Morgan Trailblazer,
LLC, a Delaware limited liability company.
<PAGE> 4
On October 7, 1999, the Reporting Person consummated its
acquisition of Kinder Morgan, Inc., a Delaware corporation ("KM-
Delaware"), pursuant to the Agreement and Plan of Merger dated
July 8, 1999, as amended, among the Reporting Person, Rockies
Merger Corp., a Delaware corporation and wholly-owned subsidiary
of the Reporting Person, and KM-Delaware (the "Merger"). Among
other things, KMGP became an indirect subsidiary of the Reporting
Person pursuant to the Merger. KMGP presently owns 862,000
Common Units of the Issuer which KMGP acquired prior to the
Merger.
Item 4. Purpose of the Transaction.
The Reporting Person holds Common Units as reported herein for
the purpose of investment. The Reporting Person has no present
plan or proposal with respect to any action that would relate to
or result in the occurrence of any of the matters enumerated
under Item 4 of Schedule 13D. The Reporting Person reserves the
right to formulate specific plans or proposals with respect to,
or to change its intentions regarding, any or all of the
foregoing.
Item 5. Interest in Securities of the Issuer.
(a) As set forth herein, the Reporting Person has direct
beneficial ownership of 6,523,650 Common Units. Since KNGG and
NGPL are direct or indirect wholly-owned subsidiaries of the Reporting
Person, the Reporting Person may be deemed to have an indirect beneficial
ownership in the 2,393,640 and 892,710 Common Units owned by KNGG
and NGPL, respectively. Since KMGP is also an indirect subsidiary of
the Reporting Person, the Reporting Person may also be deemed to have
an indirect beneficial ownership interest in the 862,000 Common
Units owned by KMGP.
Consequently, the Reporting Person has a combined direct
and indirect beneficial ownership of 10,672,000 Common Units,
which represent approximately 18.0% of the outstanding Common
Units, based upon (i) the number of Common Units outstanding as
of November 8, 1999, as reported on the Issuer's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 1999,
plus (ii) the additional 9,810,000 Common Units issued as part of
the Contribution Agreement. The directors and executive officers
of the Reporting Person disclaim any beneficial ownership of the
Common Units owned by the Reporting Person, KNGG, NGPL or KMGP.
(b) As set forth herein, the Reporting Person has sole voting
and dispositive power over the 6,523,650 Common Units that it
beneficially owns directly. KNGG and NGPL have sole voting and
sole dispositive power over the 2,393,640 and 892,710 Common
Units owned by KNGG and NGPL, respectively. However, the
Reporting Person does have the indirect power to vote or direct
the vote of, or dispose or direct the disposition of, Common
Units owned by KNGG or NGPL, or to dispose or direct the
disposition of, or receive or direct the receipt of, dividends
with respect to such Common Units deemed to be beneficially owned
by KNGG or NGPL. The Reporting Person has that power since it is
the sole stockholder of KNGG and the ultimate parent of NGPL and due
to the Reporting Person's power to elect the Board of Directors of
KNGG and NGPL, all of whom are currently officers of the Reporting Person.
<PAGE> 5
KMGP has sole voting and sole dispositive power over the
862,000 Common Units that it owns. Neither the Reporting Person,
KM-Delaware, the directors, nor the executive officers of the
Reporting Person or KM-Delaware individually have the power to
vote or direct the vote of, or dispose of direct the disposition
of, Common Units owned by KMGP, or to dispose or direct the
disposition of, or receive or direct the receipt of, dividends
with respect to such Common Units deemed to be beneficially owned
by KMGP. As the sole stockholder of KM-Delaware which is the
sole stockholder of KMGP, the Reporting Person indirectly has the
power to elect the Board of Directors of KMGP. However, all
decisions regarding Common Units owned by KMGP are within the
exclusive authority of the Board of Directors of KMGP.
(c) The Reporting Person has not effected any transactions in
shares of Issuer Common Units in the past 60 days other than as
indicated herein.
(d) Neither the Reporting Person, KM-Delaware, the directors,
nor the executive officers of the Reporting Person or KM-Delaware
have the power to dispose or direct the disposition of, or
receive or direct the receipt of, dividends with respect to
Common Units deemed to be beneficially owned by KNGG, NGPL or
KMGP.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth, or incorporated by reference, in
Items 3 through 5 is hereby incorporated herein by reference. To
the best of the Reporting Person's knowledge, except as described
in this Schedule 13D, there are at present no contracts,
arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person, KNGG, NGPL, or KMGP, or between the
Reporting Person and any other person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE> 6
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: January 28, 2000 Kinder Morgan, Inc.
By: /s/Joseph Listengart
-----------------------------
Joseph Listengart
Vice President and General Counsel
<PAGE> 7
APPENDIX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF KINDER MORGAN, INC.
Directors and Executive Officers of the Reporting Person. Set
forth below are the name, current business address, citizenship
and the present principal occupation or employment of each
director and executive officer of the Reporting Person. The
principal address of the Reporting Person and, unless otherwise
indicated below, the current business address for each individual
listed below is 1301 McKinney, Suite 3400, Houston, Texas 77010.
Unless otherwise indicated, each such person is a citizen of the
United States.
Name Present Principal Occupation and Position
Richard D. Kinder Mr. Kinder is a Class I Director,
Chairman of the Board of Directors and
Chief Executive Officer of the Reporting
Person. Mr. Kinder's present principal
occupation is as the foregoing and as
Director, Chairman and Chief Executive
Officer of Kinder Morgan G.P., Inc.
("KMGP").
William V. Morgan Mr. Morgan is a Class III Director, Vice
Chairman of the Board of Directors and
President of the Reporting Person. Mr.
Morgan's present principal occupation is
as the foregoing and as Director, Vice
Chairman, and President of KMGP.
Edward H. Austin, Mr. Austin is a Class I Director of the
Jr. Reporting Person. Mr. Austin's principal
112 East Pecan, occupation is as executive vice president
Suite 2800 Austin, Calvert & Flavin, Inc., an investment
San Antonio, TX advisory firm based in San Antonio,
78205-1531 Texas.
William J. Hybl Mr. Hybl is a Class I Director of the
10 Lake Circle Reporting Person. Mr. Hybl's principal
Colorado Springs, CO occupation is as Chairman of the Board of
80906 Directors, Chief Executive Officer and
Trustee of El Pomar Foundation, a
charitable foundation based in Colorado
Springs, Colorado. Mr. Hybl is also Vice
Chairman and Director of the Board of
Directors of Broadmoor Hotel, Inc., based
in Colorado Springs, Colorado. Mr. Hybl
is also a director of USAA, an insurance
company based in San Antonio, Texas, and
FirstBank Holding Co. of Colorado.
Charles W. Battey Mr. Battey is a Class II Director of the
7500 W. 110th Street Reporting Person. Mr. Battey's principal occupation
Overland Park, KS is as an independent consultant and an active
66210-2329 community volunteer based in Kansas.
H. A. True, III Mr. True is a Class II Director of the
P.O. Box 2360 Reporting Person. Mr. True's principal
895 West River Cross occupation is as a partner of the True
Road Companies, which are involved in energy,
Casper, WY 82601 agriculture and financing , and are based
in Casper, Wyoming.
Stewart A. Bliss Mr. Bliss is a Class III Director of the
370 17th St., Suite Reporting Person. Mr. Bliss's principal
2500 occupation is as Financial Consultant and
Denver, CO 80202 Senior Business Advisor in Denver,
Colorado. Mr. Bliss is also a Board
Member of the Colorado State Board of
Agriculture, a Director of MACTEC and a
Director of Dominion Capital Industrial
Bank.
<PAGE> 8
Edward Randall, III Mr. Randall is a Class III Director of
5851 San Felipe, the Reporting Person. Mr. Randall's
Suite 850 principal occupation is as a private
Houston, TX 77057 investor. Mr. Randall is also a director
of Paine Webber Group, Inc. and Enron Oil
& Gas Company.
Fayez Sarofim Mr. Sarofim is a Class II Director of the
909 Fannin Street, Reporting Person. Mr. Sarofim's
Suite 2907 principal occupation is as President and
Houston, TX 77010 Chairman of the Board of Fayez Sarofim &
Co., an investment advisory firm he
founded in 1958. Mr. Sarofim is also a
director of Argonaut Group, Inc.,
Unitrin, Inc. and Imperial Holly
Corporation.
Ted A. Gardner Mr. Gardner is a Class I Director of the
One First Union Reporting Person. Mr. Gardner's
Center, 5th Fl. principal occupation is as a Managing
301 College Street Partner of First Union Capital Partners
Charlotte, NC 28288- and a Senior Vice President of First
0732 Union Corporation since 1990.
C. Park Shaper Mr. Shaper is Vice President and Chief
Financial Officer of the Reporting
Person. Mr. Shaper's present principal
occupation is as the foregoing and as
Vice President, Chief Financial Officer,
and Treasurer of KMGP.
Michael C. Morgan Mr. Morgan is Vice President-Strategy and
Investor Relations, Assistant Secretary
and Assistant Treasurer of the Reporting
Person. Mr. Morgan's present principal
occupation is as the foregoing and as
Vice President of KMGP.
David G. Dehaemers, Mr. Dehaemers is Vice President-Corporate
Jr. Development of the Reporting Person. Mr.
Dehaemers' present principal occupation
is as the foregoing and as Vice President
of KMGP.
William V. Allison Mr. Allison is Vice President of the
Reporting Person. Mr. Allison's present
principal occupation is as the foregoing
and as Vice President of KMGP.
James E. Street Mr. Street is Vice President - Human
Resources and Administration of the
Reporting Person. Mr. Street's present
principal occupation is as the foregoing
and as Vice President - Human Resources
and Administration of KMGP.
Joseph Listengart Mr. Listengart is Vice President, General
Counsel and Secretary of the Reporting
Person. Mr. Listengart's present
principal occupation is as the foregoing
and as Vice President, General Counsel
and Secretary of KMGP.
