As filed with the Securities and Exchange Commission
on July 25, 2000
Registration No. 333-_________
====================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
Kansas 43-029000
(State or other (I.R.S. Employer
jurisdiction Identification
of incorporation or Number)
organization)
500 Dallas Street, Suite 1000
Houston, Texas 77002
(713) 369-9000
(Address of registrant's principal executive offices)
KINDER MORGAN, INC. SAVINGS PLAN
(Full title of Plan)
Joseph Listengart
Vice President, General Counsel and Secretary
Kinder Morgan, Inc.
500 Dallas Street, Suite 1000
Houston, Texas 77002
(Name, and address of agent for service)
(713) 369-9000
(Telephone number, including area code, of agent for service)
Copy to:
Gary W. Orloff
Bracewell & Patterson, L.L.P.
South Tower Pennzoil Place
711 Louisiana Street, Suite 2900
Houston, Texas 77002-2781
Phone: (713) 221-1306
Fax: (713) 221-2166
-----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C>
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to Offering Aggregate Registration
be Registered (1) be registered Price Per Share (2) Offering Price (2) Fee
---------------------------------------------------------------------------
Common Stock, $5.00 6,000,000 $32.6875 $196,125,000 $51,777
par value
===========================================================================
</TABLE>
(1) Pursuant to Rule 416(c) this Registration Statement also
registers an indeterminate amount of interests to be offered
or sold pursuant to the Kinder Morgan, Inc. Savings Plan as
described herein.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee based on the average of the
high and low prices for the common stock of Kinder Morgan,
Inc. on The New York Stock Exchange on July 19, 2000
($32.6875 per share).
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E -
REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed a Registration Statement on
Form S-8 with the Securities and Exchange Commission on or about
July 1, 1994 (SEC File No. 33-54403) (the "Previous Form S-8") in
connection with the KN Energy, Inc. Profit Sharing and Savings
Plan, which has since been renamed the Kinder Morgan, Inc.
Savings Plan (the "Plan"). The Registrant also has merged into
the Plan the following employee benefits plans: the Kinder Morgan
Bulk Terminals Retirement Savings Plan and the Kinder Morgan
Retirement Savings Plan. This Registration Statement registers
additional shares of the Registrant's Common Stock to be issued
pursuant to the Plan. The contents of the Previous Form S-8 and
periodic reports that the Registrant filed after the Previous
Form S-8 to maintain current information about the Registrant are
hereby incorporated by reference into this Registration Statement
pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
5 Opinion of Bracewell & Patterson, L.L.P.
regarding the legality of the shares of Common
Stock covered by this Registration Statement.
23.1 Consent of Bracewell & Patterson, L.L.P.
(included in its opinion filed as Exhibit 5
hereto).
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
Item 9. 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:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
<PAGE>
Provided, however, that paragraphs (A)(1)(i) and
(A)(1)(ii) of this section do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, that are
incorporated by reference 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.
(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 of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Lakewood, State of Colorado, on July 20, 2000.
KINDER MORGAN, INC.
(Registrant)
By: /s/JOSEPH LISTENGART
--------------------------
Joseph Listengart
Vice President, General
Counsel and Secretary
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
July 20, 2000.
SIGNATURE TITLE
--------- -----
/s/RICHARD D. KINDER Director, Chairman of the Board
------------------------------ and Chief Executive Officer
Richard D. Kinder (principal executive officer)
/s/WILLIAM V. MORGAN Director, Vice Chairman of the
------------------------------ Board and President
William V. Morgan
/s/C. PARK SHAPER Vice President -- Chief
------------------------------ Financial Officer (principal
C. Park Shaper financial and accounting
officer)
/s/EDWARD H. AUSTIN, JR. Director
------------------------------
Edward H. Austin, Jr.
/s/CHARLES W. BATTEY Director
------------------------------
Charles W. Battey
/s/STEWART A. BLISS Director
------------------------------
Stewart A. Bliss
/s/TED A. GARDNER Director
------------------------------
Ted A. Gardner
/s/EDWARD RANDALL, III Director
------------------------------
Edward Randall, III
/s/H. A. TRUE, III Director
------------------------------
H. A. True, III
<PAGE>
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan Administrator has duly caused this
Registration Statement to be signed on behalf of the Plan by the
undersigned, thereunto duly authorized in the City of Lakewood,
State of Colorado on the 20th day of July, 2000.
KINDER MORGAN, INC. SAVINGS PLAN
Kinder Morgan, Inc., as Plan Administrator
By:/s/JOSEPH LISTENGART
---------------------------------
Joseph Listengart
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
5 Opinion of Bracewell & Patterson, L.L.P.
regarding the legality of the shares of Common
Stock covered by this Registration Statement.
23.1 Consent of Bracewell & Patterson, L.L.P.
(included in its opinion filed as Exhibit 5
hereto).
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
