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As filed with the Securities and Exchange Commission on January 18, 2001
REGISTRATION NO. 333-
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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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE ALLEN CENTER
500 DALLAS STREET, SUITE 1000
HOUSTON, TEXAS 77002
(713) 369-9000
(Address of Principal Executive Offices)
KINDER MORGAN, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN
(Full title of the plan)
JOSEPH LISTENGART
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
KINDER MORGAN, INC.
ONE ALLEN CENTER
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
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED SHARE (1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $5.00 par value 10,500,000 $45.65625 $479,390,625 $119,848
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(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
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 January 10, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Items 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 and the introductory note to Part I of Form S-8. The
documents containing the information specified in Part I will be delivered to
the participants in the plan covered by this registration statement as required
by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
registration statement:
(a) The Annual Report on Form 10-K for Kinder Morgan, Inc. (the
"Company") for the fiscal year ended December 31, 1999, as
amended by Amendment No. 1 on Form 10-K/A filed on May 23,
2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000, and September 30, 2000;
(c) The Company's Current Reports on Form 8-K filed on April 20,
2000, February 23, 2000, February 4, 2000 (as amended by
Amendment No. 1 on Form 8-K/A, filed on February 7, 2000), and
January 14, 2000; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on August
27, 1970.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
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Restated 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration statement
or, where so indicated, have been previously filed and are incorporated herein
by reference:
Exhibit Number Description
4.1 Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3(a) to Amendment No.
1 on Form 10-K/A to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, filed
on May 23, 2000
4.2 Certificate of Amendment to the Restated Articles of
Incorporation of the Company as filed on October 7, 1999
with the Secretary of State of the State of Kansas,
incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999
4.3 By-laws of the Company as amended to October 7, 1999,
incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999
4.4* Kinder Morgan, Inc. Amended and Restated 1999 Stock Option
Plan
5* Opinion of Bracewell & Patterson, L.L.P. regarding the
legality of the securities being registered
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
24* Powers of Attorney
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*Filed herewith
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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 prospectus filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b)
under the Securities Act of 1933 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; and
(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;
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;
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 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 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.
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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 Houston, State of Texas, on January
17, 2001.
KINDER MORGAN, INC.
By: /s/ Joseph Listengart
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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 by the following
persons in the indicated capacities on January 17, 2001.
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SIGNATURE TITLE
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/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
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William V. Morgan
/s/ C. Park Shaper Vice President - Chief Financial Officer (principal
----------------------------------- financial and accounting officer)
C. Park Shaper
* Director
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Edward H. Austin, Jr.
* Director
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Charles W. Battey
* Director
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Stewart A. Bliss
* Director
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Ted A. Gardner
* Director
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Edward Randall, III
* Director
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Fayez Sarofim
* Director
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H.A. True, III
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(Constituting a majority of the Board of Directors)
* By: /s/ Joseph Listengart
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Joseph Listengart
Attorney-in-fact
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3(a) to Amendment No.
1 on Form 10-K/A to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, filed on
May 23, 2000
4.2 Certificate of Amendment to the Restated Articles of
Incorporation of the Company as filed on October 7, 1999
with the Secretary of State of the State of Kansas,
incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999
4.3 By-laws of the Company as amended to October 7, 1999,
incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999
4.4* Kinder Morgan, Inc. Amended and Restated 1999 Stock Option
Plan
5* Opinion of Bracewell & Patterson, L.L.P. regarding the
legality of the securities being registered
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
24* Powers of Attorney
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*Filed herewith
