SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 11-K
---------------
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 1-6446
---------------
K N Energy, Inc.
Profit Sharing and Savings Plan
Kinder Morgan, Inc.
500 Dallas Street, Suite 1000
Houston, Texas, 77002
<PAGE>
K N Energy, Inc.
Profit Sharing and Savings Plan
Financial Statements and Additional Information
December 31, 1999 and 1998
<PAGE>
K N Energy, Inc. Profit Sharing and Savings Plan
Index to Financial Statements and Additional Information
-----------------------------------------------------------------
Pages
Reports of Independent Accountants 1 - 2
Financial Statements:
Statements of Net Assets Available for Benefits as of 3
December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1999 4
Notes to Financial Statements 5 - 10
Additional Information*:
Schedule of Assets Held for Investment Purposes - Schedule
H, Item 4(i) as of December 31, 1999 11
Schedule of Reportable Transactions - Schedule H, Item
4(j) for the year ended December 31, 1999 12
* Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
<PAGE>1
Report of Independent Accountants
To the Participants and Administrator of
the K N Energy, Inc. Profit Sharing and Savings Plan:
In our opinion, the accompanying statement of net assets
available for benefits as of December 31, 1999 and the related
statement of changes in net assets available for benefits for the
year ended December 31, 1999 present fairly, in all material
respects, the net assets available for benefits of the K N
Energy, Inc. Profit Sharing and Savings Plan (the "Plan") at
December 31, 1999, and the changes in net assets available for
benefits for the year then ended in conformity with accounting
principles generally accepted in the United States. These
financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit
of these statements in accordance with auditing standards
generally accepted in the United States, which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed
above.
Our audit was conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974, as amended. These supplemental schedules are the
responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 28, 2000
Denver, Colorado
<PAGE>2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Plan Administrator,
K N Energy, Inc. Profit
Sharing and Savings Plan:
We have audited the accompanying statement of net assets available
for plan benefits of the K N ENERGY, INC. PROFIT SHARING AND SAVINGS
PLAN (the "Plan"), as of December 31, 1998. This financial statement
is the responsibility of the Plan's management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan
and perform the audit to obtain a reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by nanagement, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1998, in conformity with
accounting principles generally accepted in the United States.
/s/ARTHUR ANDERSEN LLP
Denver, Colorado,
April 23, 1999.
<PAGE>3
K N Energy, Inc. Profit Sharing and Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
-----------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
Assets
Cash $ 75,625 $ --
-------------- -------------
Investments, at fair value (Note 3):
Kinder Morgan, Inc. (formerly K N Energy, Inc.) 58,342,856 60,903,758
common stock
Registered investment companies 265,235,398 178,518,517
Money market funds 75,041,768 51,487,203
Participant loans 4,509,229 4,769,204
-------------- -------------
Total investments 403,129,251 295,678,682
-------------- -------------
Net assets available for benefits $ 403,204,876 $ 295,678,682
============== =============
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>4
K N Energy, Inc. Profit Sharing and Savings Plan
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1999
---------------------------------------------------------------
Additions To Net Assets Attributed To:
Investment income:
Net appreciation in fair value of investments (Note 3) $ 33,776,618
Interest income 4,746,956
Dividend income 24,436,739
-------------
62,960,313
Participant contributions 8,609,067
Transfers from the MRA Plan (Note 1) 96,631,250
Other 270,710
-------------
Total additions 168,471,340
-------------
Deductions From Net Assets Attributed To:
Benefits paid to participants (60,933,819)
Administration fees (11,218)
Refund of excess contributions (109)
-------------
Total deductions (60,945,146)
-------------
Net increase 107,526,194
Net assets available for benefits:
Beginning of year 295,678,682
-------------
End of year $ 403,204,876
=============
The accompanying notes are an integral part of these financial
statements.
<PAGE>5
K N Energy, Inc. Profit Sharing and Savings Plan
Notes to Financial Statements and Schedules
---------------------------------------------------------------
1. Description of the Plan
General
The Employees Retirement Fund Trust Profit Sharing Plan (the
"Profit Sharing Plan") of K N Energy, Inc. was established in
1945 for the benefit of eligible employees (as defined in the
Profit Sharing Plan indenture). Effective with K N Energy,
Inc.'s acquisition of Kinder Morgan (Delaware), Inc., formerly
Kinder Morgan, Inc., a Delaware corporation, K N Energy, Inc.
changed its name to Kinder Morgan, Inc. (the "Company"). The
Profit Sharing Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").
The Profit Sharing Plan is the surviving plan of a merger,
effective July 1, 1994, of the 401(k) Retirement Savings Plan
and Trust (the "401(k) Plan") and the Profit Sharing Plan.
The surviving Profit Sharing Plan was amended and restated,
including the name change to the K N Energy, Inc. Energy, Inc.
Profit Sharing and Savings Plan (the "Plan").
In connection with the acquisition of MidCon Corp. by the
Company, the MidCon Corp. Savings Plan (the "MSA Plan") was
merged into the Plan effective May 1, 1998. All assets in the
MSA Plan, which totaled approximately $138 million, were
liquidated and invested in the Plan pursuant to the
participants' directions. All MidCon employees whose
employment terminated as a result of the MidCon acquisition
became 100 percent vested in their account balances due to a
partial termination of the MSA Plan.
In connection with the acquisition of MidCon Corp. by the
Company, the MidCon Retirement Account Plan (the "MRA Plan")
was merged into the Plan effective January 1, 1999. All
assets in the MRA Plan, which totaled approximately $96
million, were liquidated and invested in the Plan pursuant to
the participants' direction. All MidCon employees whose
employment terminated as a result of the MidCon acquisition
became 100 percent vested in their account balances due to a
partial termination of the MRA Plan.
Benefits under the Plan are not guaranteed by the Pension
Benefit Guaranty Corporation. Reference should be made to the
Plan agreement for a more complete description of the Plan's
provisions.
Contributions
Participants may elect to make pretax contributions totaling
from 1 percent to 15 percent of their annual compensation,
limited by requirements of the Internal Revenue Code ("IRC").
Participants may discontinue their election to contribute at
any time.
For each Plan year, the Company contributes to the Plan a
maximum of 10 percent of the total compensation (excluding
bonuses) paid to eligible employees during that year, based on
the Company's attainment of financial targets set by the
Company's Board of Directors for that fiscal year. The 1999
and 1998 contributions were based on eligible net income. The
total Company contribution was $0 in 1999 and 1998.
Beginning with the Company contribution in 1990, 50 percent of
each participant's portion of the annual Company contribution
must be designated to the fund consisting of the Company's
common stock, (the "Kinder Morgan, Inc. Common Stock Fund").
Participants are not allowed to transfer their employer
contribution portion of their investments in Company common
stock until age 55. The participants can invest the remaining
50 percent in other investment elections.
Under IRS regulation, annual additions under the Plan and all
other plans sponsored by the Company are limited to the lesser
of 25 percent of eligible compensation or $30,000 for each
employee. Annual additions are defined as employer
contributions and employee contributions.
Benefits/Vesting
Obligations for distributions to participants who terminated
from the Plan prior to December 31, 1999 and
<PAGE>6
1998 but were not paid until subsequent to year end were $0
and $99,192 at December 31, 1999 and 1998, respectively.
Participants are fully and immediately vested in their
elective deferral contributions and rollover contributions.
Employees hired after January 1, 1995 are subject to a four-
year vesting provision (25 percent per year of service) for
Company contributions. Contributions may be withdrawn, with
the approval of the Advisory Committee, in the event of
unusual expenses connected with illness or disability, that
the money is necessary for children's college expenses, or for
the purchase of a primary residence, as defined in the Plan
document. If not withdrawn earlier, a participant's account
will be distributed in the event of termination of employment,
death, or termination of the Plan. If a participant's account
is less than $3,500, a lump-sum distribution will generally be
made. If a participant's account is greater than $3,500, the
participant's distribution options are: lump-sum
distribution, monthly or yearly installments, or purchase of
an annuity. Retirees may continue to leave their account in
the Plan.
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
Participants may borrow, from the vested portion of their fund
accounts, a minimum of $500 up to a maximum equal to the
lesser of $50,000 or 50 percent of their vested deferral
account balance. The loans are subject to certain
restrictions as defined in the Plan document and applicable
restrictions under the IRC.
Forfeitures
Forfeitures of non-vested employer contributions remain in the
plan and earn interest income. Forfeited balances of
terminated participants' non-vested accounts are used to
reduce future Company profit sharing contributions. During
1999, $102,702 of employer contributions was forfeited by
terminating employees before those amounts became vested. At
December 31, 1999, the remaining forfeiture balance was
$443,360.
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the
accrual basis of accounting. The preparation of the financial
statements in conformity with generally accepted accounting
principles requires the Plan's management to use estimates and
assumptions that affect the accompanying financial statements
and disclosures. Actual results could differ from these
estimates.
Investment Valuation and Income Recognition
Investments are accounted for at fair market values.
Participant loans are valued at cost, which approximates fair
market value. Unrealized appreciation (depreciation) is the
difference between the fair value at the end of the current
year and the cost of the investment, if acquired during the
Plan year, or the fair value at the beginning of the Plan
year. The accompanying supplemental schedule of assets held
for investment purposes reflects cost basis determined
utilizing an original cost approach as required by ERISA.
Purchases and sales of the funds are reflected on a trade date
basis. Gain or loss on sale of units is based on average
cost.
The Plan presents in the statement of changes in net assets
the net appreciation (depreciation) in the fair value of
investments which consists of realized gains and losses, and
the net change in unrealized appreciation (depreciation) on
those investments.
<PAGE>7
Other
The Company's annual contribution is determined when annual
net income and payroll amounts are known. The contribution is
allocated to participants subsequent to year end.
The Company provides certain administrative and accounting
services to the Plan at no cost and also pays the cost of
certain outside services provided to the Plan. Such outside
services paid by the Company were approximately $29,000 and
$94,000 for 1999 and 1998, respectively.
Payment of Benefits
Benefits are recorded when paid.
3. Investments
Participants may designate their allocated portion of the
contribution, in percentage increments divisible by five, to
one or more of the eligible investment programs. New Plan
participants may elect to transfer investments from other
qualified plans into the Plan.
The investment programs of the Plan and the number of
participants in each program at December 31, 1999 and 1998 are
briefly described as follows:
Kinder Morgan, Inc. Common Stock Fund - This program
consists of shares of the Company's common stock. At
December 31, 1999, 2,441 participants held 2,890,049
shares with a cost of $51,877,351 and a market value
of $58,342,856. At December 31, 1998, 2,493
participants held 2,511,495 shares with a cost of
$27,698,020 and a market value of $60,903,758.
Putnam Voyager Fund - This program consists of
investments in common stocks of small companies and
is managed by Putnam Investment Management, Inc. At
December 31, 1999, 2,403 participants held 3,128,151
shares with a cost of $78,345,422 and a market value
of $98,849,582. At December 31, 1998, 2,576
participants held 3,010,130 shares with a cost of
$53,122,542 and a market value of $65,982,049.
Putnam New Opportunities Fund - This program consists
of investments in a portfolio of stocks in certain
emerging industry groups that Putnam believes offer
above-average long-term growth. At December 31,
1999, 792 participants held 221,541 shares with a
cost of $15,872,604 and a market value of
$20,472,631. At December 31, 1998, 583 participants
held 85,079 shares with a cost of $4,242,746 and a
market value of $4,971,186.
Putnam Asset Allocation Growth Portfolio - This
program uses a strategic allocation percentage
between equity securities and fixes income
securities. At December 31, 1999, 1,101 participants
held 2,089,795 shares with a cost of $29,980,553 and
a market value of $31,952,964. At December 31, 1998,
667 participants held 622,634 shares with a cost of
$8,227,554 and a market value of $8,486,500.
Putnam Asset Allocation Balanced Portfolio - This
program uses a strategic allocation percentage
between equity securities and fixed income
securities. At December 31, 1999, 885 participants
held 1,884,309 shares with a cost of $23,040,260 and
a market value of $24,439,486. At December 31, 1998,
646 participants held 893,166 shares with a cost of
$10,598,121 and a market value of $10,726,925.
Putnam Asset Allocation Conservative Portfolio - This
program uses a strategic allocation percentage
between equity securities and fixed income
securities. At December 31, 1999,
<PAGE>8
414 participants held 569,002 shares with a cost of
$5,924,888 and a market value of $6,008,662. At
December 31, 1998, 69 participants held 77,229 shares
with a cost of $784,271 and a market value of $801,637.
Putnam Fund for Growth and Income - This program
seeks capital growth and current income by investing
primarily in a portfolio of common stocks that offer
the potential for capital growth, current income or
both. At December 31, 1999, 2,053 participants held
2,558,815 shares with a cost of $50,693,160 and a
market value of $48,028,955. At December 31, 1998,
2,419 participants held 3,056,327 shares with a cost
of $59,348,919 and a market value of $62,624,146.
Putnam Income Fund - This program invests primarily
in corporate bonds from credit-worthy companies. At
December 31, 1999, 670 participants held 997,985
shares with a cost of $6,503,528 and a market value
of $6,367,143. At December 31, 1998, 726
participants held 1,129,527 shares with a cost of
$7,746,353 and a market value of $7,816,328.
Putnam International Growth Fund - This program seeks
capital appreciation by investing in a diversified
portfolio of stocks of companies located outside the
United States. At December 31, 1999, 1,296
participants held 997,374 shares with a cost of
$22,374,675 and a market value of $29,115,976. At
December 31, 1998, 1,309 participants held 889,742
shares with a cost of $14,517,963 and a market value
of $17,109,746.
Putnam Money Market Fund - This program invests
primarily in money market investments. At December
31, 1999, 2,352 participants held 75,041,768 shares
with a cost of $75,041,767 and a market value of
$75,041,768. At December 31, 1998, 2,283
participants held 51,487,203 shares with a cost and
a market value of $51,487,203.
Prior to January 1, 1987, participants had the option of
purchasing life insurance through the Plan. Thereafter, the
segment of the Plan allowing for the purchase of a life
insurance policy on the life of the participant was frozen so
that no new policies could be written. Participants with
policies at December 31, 1986, had the following options: 1)
allow the policy to remain in force with a frozen face value
and fixed premium payments, 2) elect to use the cash surrender
value ("CSV") of the policy to purchase paid-up life insurance
or 3) reinvest the CSV of the policy in another fund.
The value of life insurance in force is not recorded in these
financial statements.
The following presents the fair value of investments that
represent 5 percent or more of the Plan's net assets:
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
------------------------------
1999 1998
Kinder Morgan, Inc. Common Stock Fund $ 58,342,856 $ 60,903,758
Putnam Asset Allocation Growth Portfolio 31,952,964 --
Putnam Asset Allocation Balanced Portfolio 24,439,486 --
Putnam International Growth Fund 29,115,976 17,109,746
Putnam Fund for Growth and Income 48,028,955 62,624,146
Putnam New Opportunities Fund 20,472,631 --
Putnam Voyager Fund 98,849,582 65,982,049
Putnam Money Market Fund 75,041,768 51,487,203
</TABLE>
<PAGE>9
During 1999, the Plan's investments appreciated (depreciated) in
value (including gains and losses on investments bought and sold,
as well as held during the year) as follows:
Kinder Morgan, Inc. Common Stock Fund $ (9,201,027)
Putnam Asset Allocation Growth Portfolio 3,258,555
Putnam Asset Allocation Balanced Portfolio 1,702,155
Putnam Asset Allocation Conservation Portfolio 43,041
Putnam International Growth Fund 9,535,409
Putnam Fund for Growth and Income (4,003,632)
Putnam Income Fund (603,868)
Putnam New Opportunities Fund 5,696,759
Putnam Voyager Fund 27,349,226
-------------
$ 33,776,618
=============
4. Nonparticipant - Directed Investments
Information about the net assets and the significant
components of the changes in net assets relating to the
nonparticipant-directed investments in Kinder Morgan, Inc.
common stock of $58,342,856 and $60,903,758 at December 31,
1999 and 1998 respectively, is as follows:
Year ended
December 31, 1999
-----------------
Changes in Net Assets:
Dividends $ 1,745,007
Net depreciation (9,201,027)
Contributions 1,191,591
Benefits paid (4,254,912)
Interfund transfers 7,862,006
Other, net 96,433
-------------
$ (2,560,902)
=============
5. Tax Status
The Plan is qualified under the IRC as exempt from federal
income taxes, and the Plan received a favorable determination
letter from the Internal Revenue Services on August 23, 1996.
The Plan has been amended since receiving this determination;
however, the Plan administrator believes that the Plan is
currently designed and being operated in compliance with the
applicable requirements of the IRC. Therefore, the
administrator believes that the Plan was tax exempt as of the
financial statement dates.
Employer contributions to the Plan and all earnings from Plan
investments are not taxable to participants until a partial or
complete distribution of such contributions or earnings is
made.
6. Party-in-Interest Transactions
Certain Plan investments are shares of Kinder Morgan, Inc.
common stock. Certain Plan investments are
<PAGE>10
shares of mutual funds and money market funds managed by Putnam
Investments, Inc. Putnam Fiduciary Trust Company (the Trustee
of the Plan) is a subsidiary of Putnam Investments, Inc. and,
therefore, these transactions qualify as party-in-interest.
7. Risks and Uncertainties
The Plan provides for various investment options in mutual
funds, money market funds and Company common stock.
Investments, in general, are exposed to various risks, such as
interest rate, credit and overall market volatility risk. Due
to the level of risk associated with certain investments, it
is reasonably possible that changes in the values of
investments will occur in the near term and that such changes
could materially affect participants' account balances and the
amounts shown in the Statements of Net Assets Available for
Benefits.
8. New Accounting Pronouncement
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3 ("SOP 99-3"),
Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters. SOP 99-3
eliminates certain disclosure requirements for defined
contribution investments. SOP 99-3 is effective for plan
years ending after December 15, 1999. Accordingly, the
Company has adopted SOP 99-3 and these financial statements
reflect changes herein. Certain prior period amounts have
been reclassified to conform with the current year
presentation.
<PAGE>11
K N Energy, Inc. Profit Sharing and Savings Plan
Schedule of Assets Held for Investment Purposes - Schedule H,
Item 4i
as of December 31, 1999
-------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of
Shares or
Issue, Borrower, Lessor or Similar Party Description of Investment Units Cost* Current Value
**Kinder Morgan, Inc. Common Stock Fund Company Common Stock 2,890,049 $ 51,877,851 $ 58,342,856
**Putnam Investments:
Putnam Voyager Fund Registered Investment Company 3,128,151 78,345,422 98,849,582
Putnam New Opportunities Fund Registered Investment Company 221,541 15,872,604 20,472,631
Putnam Asset Allocation Growth
Portfolio Registered Investment Company 2,089,795 29,980,553 31,952,964
Putnam Asset Allocation Balanced
Portfolio Registered Investment Company 1,884,309 23,040,260 24,439,486
Putnam Asset Allocation Conservative
Portfolio Registered Investment Company 569,002 5,924,888 6,008,662
Putnam Fund for Growth and Income Registered Investment Company 2,558,815 50,693,160 48,028,955
Putnam Income Fund Registered Investment Company 997,985 6,503,528 6,367,142
Putnam International Growth Fund Registered Investment Company 997,374 22,374,675 29,115,976
Putnam Money Market Fund Money Market Fund 75,041,768 5,041,767 75,041,768
Participant Loans Loans, ranging 0 - 5 years maturity
with interest rates ranging from
5.0% to 10.36% 4,509,229 4,509,229
------------ ------------
Total investments $364,163,937 $403,129,251
============ ============
</TABLE>
* Determined using original historical cost
** Party-in-Interest (Note 6)
<PAGE>12
K N Energy, Inc. Profit Sharing and Savings Plan
Schedule of Reportable Transactions - Schedule H, Item 4j
for the year ended December 31, 1999
-----------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Identity Current
of Party * Purchase * Selling Cost of Value of Net Gain
Involved Description of Transaction Price Price Asset Asset (Loss)
** Putnam Asset Allocation Growth Portfolio $36,277,096 -- $36,277,096 $36,277,096 --
** Putnam Asset Allocation Growth Portfolio -- $47,385,362 45,840,277 47,385,362 $1,545,085
** Putnam Asset Allocation Balanced Portfolio 27,272,038 -- 27,272,038 27,272,038 --
** Putnam Asset Allocation Balanced Portfolio -- 35,199,128 34,767,398 35,199,128 431,730
** Putnam International Growth Fund 26,987,822 -- 26,987,822 26,987,822 --
** Putnam International Growth Fund -- 24,516,977 19,131,091 24,516,977 5,385,885
** Putnam Fund for Growth and Income 65,098,224 -- 65,098,224 65,098,224 --
** Putnam Fund for Growth and Income -- 75,689,722 73,753,932 75,689,722 1,935,791
** Putnam Income Fund 8,571,895 -- 8,571,895 8,571,895 --
** Putnam Income Fund -- 16,488,639 16,886,148 16,488,639 (397,509)
** Putnam New Opportunities Fund 28,269,865 -- 28,269,865 28,269,865 --
** Putnam New Opportunities Fund -- 18,465,118 16,639,964 18,465,118 1,825,154
** Putnam Voyager Fund 93,200,426 -- 93,200,426 93,200,426 --
** Putnam Voyager Fund -- 87,682,059 67,977,501 87,682,059 19,704,558
** Kinder Morgan, Inc. Common Stock Fund 17,804,123 -- 17,804,123 17,804,123 --
** Kinder Morgan, Inc. Common Stock Fund -- 11,172,821 10,240,325 11,172,821 932,496
** Putnam Money Market Fund 30,024,251 -- 30,024,251 30,024,251 --
** Putnam Money Market Fund -- 45,053,478 45,053,478 45,053,478 --
</TABLE>
*Represents a transaction or a series of transactions in
securities of the same issue in excess of 5 percent of the plan's
market value as of December 31, 1998.
**Putnam Investments, Inc. - Party-in-Interest (Note 6)
<PAGE>13
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees have duly caused this annual report to be
signed by the undersigned hereunto duly authorized.
K N ENERGY, INC.
PROFIT SHARING AND SAVINGS PLAN
By: /s/JOSEPH LISTENGART
----------------------------------
Name: Joseph Listengart
----------------------------------
Title: Vice President and General Counsel
----------------------------------
Date: June 28, 2000
----------------------------------
<PAGE>14
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
23.1 Consent dated June 28, 2000
23.2 Consent dated June 27, 2000
