SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report April 17, 1997
KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11234 76-0380342
(State or other jurisdiction) (Commission File Number)
(I.R.S.Employer of incorporation)
Identification)
1301 McKinney Street, Ste. 3450, Houston, Texas 77010
(Address of principal executive offices)(zip code)
Registrant's telephone number, including area code:
713-844-9500
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Item 1. Change in Control of Registrant
On April 17, 1997, Richard D. Kinder exercised his right under a Shareholders
Agreement dated February 14, 1997, among Kinder Morgan, Inc. ("KMI"), Morgan
Associates, Inc. ("MAI"), First Union Corporation ("FUNC") and Mr. Kinder to
purchase 423 shares of the Class A Common Stock (i.e., voting stock) of KMI
owned by MAI. In addition, Mr. Kinder exercised his right, in accordance with
the Restated Certificate of Incorporation of KMI, to convert the 2,648 shares of
Class B Common Stock (i.e., non-voting stock) owned by him into 2,648 shares of
Class A Common Stock of KMI. At the same time, MAI converted the 106 shares of
Class B Common Stock of KMI owned by it into 106 shares of Class A Common Stock
of KMI. KMI, a Delaware corporation, owns all the issued and outstanding capital
stock of Kinder Morgan G.P., Inc.("Kinder Morgan GP"), the general partner of
Kinder Morgan Energy Partners, L.P.
(the "Registrant").
As a result of the transaction, Mr. Kinder owns 5,717 shares of Class A Common
Stock of KMI, comprising 71% of all issued and outstanding shares of voting
stock of KMI; MAI owns 2,225 shares of Class A Common Stock, comprising 27.7% of
all issued and outstanding shares of voting stock of KMI; and First Union
Corporation owns 105 shares of Class A Common Stock, comprising 1.3% of all
issued and outstanding shares of voting stock of KMI. As a result of such
transaction, Mr. Kinder acquired control of KMI and indirectly acquired control
of Kinder Morgan GP and may be deemed to have acquired control of the
Registrant.
Mr. Kinder acquired the 423 shares of Class A Common Stock
of KMI for a purchase price of $396,241.24. Mr. Kinder
acquired his additional interest in KMI through the use of
personal funds.
In connection with the above transaction, an employment agreement was executed
between the Vice Chairman and a Director of Kinder Morgan, G.P., William V.
Morgan, and Kinder Morgan GP. The employment agreement provides that Mr. Morgan
will be paid a salary at the rate of $200,000.00 per year commencing as of
February 14, 1997 (with annual cost-of-living adjustments) for an initial period
of three (3) years, to be extended every February 14 for an additional one (1)
year period. The entering into the employment agreement was a condition
precedent to Mr. Kinder acquiring control of KMI. Mr. Morgan also owns all of
the outstanding stock of MAI.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
KINDER MORGAN ENERGY PARTNERS, L.P.
By: Kinder Morgan G.P., Inc.,
Its general partner
By: /s/ William V. Morgan
______________________
Name: William V. Morgan
Title: Vice Chairman
Date: April 25, 1997
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