SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
George E. Rider, Esq., Morrison & Hecker L.L.P.,
2600 Grand Avenue, Kansas City, Missouri 64108 (816) 691-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP No. 494550-10-6
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1 Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Richard D. Kinder
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2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) X
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF
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5 Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number
of 17,500 Common Units*
Shares ------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned 0
By ------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 17,500 Common Units*
Person ------------------------------------------------------------------
With 10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
17,500 Common Units*
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12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) X
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13 Percent of Class Represented by Amount in Row (11)
Less than 0.3%
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Type of Reporting Person (See Instructions)
IN
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* See Item 5
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Item 1. Security and Issuer
This statement relates to Common Units representing limited partnership
interests (the "Common Units") in Kinder Morgan Energy Partners, L.P. (the
"Issuer"). The principal executive offices of the Issuer are located at 1301
McKinney, Suite 3450, Houston, Texas 77010.
Item 2. Identity and Background
This statement is filed by Richard D. Kinder who serves as the Chairman of
the Board and Chief Executive Officer of Kinder Morgan G.P., Inc. ("Kinder
Morgan GP"), the general partner of the Issuer. Kinder Morgan, Inc. ("KMI") owns
all of the capital stock of Kinder Morgan GP. Prior to April 17, 1997, Mr.
Kinder owned approximately 49% of the Class A Common Stock (i.e. voting stock)
of KMI. On April 17, 1997, Mr. Kinder acquired 423 additional shares of voting
stock of KMI and converted 2,648 shares of Class B Common Stock (i.e.
non-voting) into voting stock pursuant to the terms set forth in KMI's
Certificate of Incorporation. Mr. Kinder currently owns approximately 71% of the
voting stock of KMI. Mr. Kinder maintains a business office at 1301 McKinney,
Suite 3450, Houston, Texas 77010 and his residential address is 101 Westcott,
#1801, Houston, Texas 77007.
Mr. Kinder has not been convicted in any criminal proceeding during the
last five years. Mr. Kinder has not been subject to a civil decree, final order
or judgment of a court or administrative body enjoining future violations of or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws. Mr. Kinder is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Richard D. Kinder acquired 423 shares of voting stock of KMI for a purchase
price of $396,241.24. Mr. Kinder acquired such additional interest in KMI
through the use of personal funds.
No payment was required in connection with the conversion of 2,648 shares
of non-voting stock into voting stock.
In addition, since the filing of Mr. Kinder's original Statement on
Schedule 13D, Mr. Kinder directly purchased 10,000 Common Units in open market
transactions through the use of personal funds, which additional Common Units
are included on the cover page.
Item 4. Purpose of Transaction
Mr. Kinder's acquisition of the 423 shares of voting stock of KMI was
completed pursuant to Mr. Kinder's right under a
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Shareholder's Agreement dated February 14, 1997, among KMI, Morgan Associates,
Inc., First Union Corporation and Mr. Kinder. The right to acquire additional
voting stock of KMI was subject to material contingencies beyond Mr. Kinder's
control. The conversion of 2,648 shares of non-voting stock into voting stock
was pursuant to KMI's Certificate of Incorporation. As a result of such
acquisition and conversion, Mr. Kinder now holds a majority of the voting stock
of KMI. Mr. Kinder does not have any plans or proposals which would result in
any of the matters required to be reported pursuant to this Item.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of the Common Units deemed to be
beneficially owned by Mr. Kinder is described on the cover page, subject to the
limitations described herein.
(b) The aggregate number and percentage of the Common Units over which Mr.
Kinder has sole voting power, shared voting power, sole dispositive power, and
shared dispositive power is described on the cover page, subject to the
limitations described herein.
(c) Mr. Kinder has effected no transactions in the Common Units of the
Issuer within the past sixty days, except as described herein, and except for
direct open market purchases of an aggregate of 10,000 Common Units at various
times from April 1, 1997 through April 8, 1997, which 10,000 Common Units are
included in the total number of Comon Units owned by Mr. Kinder as reflected on
the cover page.
Mr. Kinder owns approximately 71% of the voting stock of KMI. KMI owns all
the issued and outstanding capital stock of Kinder Morgan GP, which owns 431,000
Common Units of the Issuer. However, Mr. Kinder, in his capacity as the holder
of approximately 71% of the voting stock of KMI, does not have the power to vote
or direct the vote of, or dispose or direct the disposition of, or receive or
direct the receipt of dividends or distributions with respect to such Common
Units owned by Kinder Morgan GP. There exists no contract, arrangement or device
which has the purpose or effect of requiring the stockholders of KMI to act
together with respect to any such actions. As the holder of approximately 71% of
the voting stock of KMI, Mr. Kinder is the majority stockholder of and has the
ability to influence KMI. The Board of Directors of KMI, elected by the
stockholders (including Mr. Kinder) controls KMI's actions with respect to its
assets, including its ownership of the capital stock of Kinder Morgan GP.
Because KMI is the sole stockholder of Kinder Morgan GP, KMI has the power to
elect the Board of Directors of Kinder Morgan GP. However, all decisions
regarding the Common Units owned by Kinder Morgan GP are within the exclusive
authority of the Board of Directors of Kinder Morgan GP.
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Mr. Kinder, as the majority stockholder of KMI and through KMI's ownership
of the capital stock of Kinder Morgan GP, may be deemed to have an indirect
beneficial ownership interest in the Common Units owned by Kinder Morgan GP.
However, Mr. Kinder disclaims any beneficial ownership of the Common Units owned
by Kinder Morgan GP.
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer
Mr. Kinder does not have any contract, arrangement, understanding or
relationship with any other person or entity regarding the Common Units owned by
Mr. Kinder.
Item 7 Material to Be Filed as Exhibits
No documents are required to be filed pursuant to this Item.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: April 28, 1997
/s/ Richard D. Kinder
_____________________
Richard D. Kinder
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