SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996 Commission file
number: 1-11234
KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0380342
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Units New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Aggregate market value of the Common Units held by non-affiliates of the
registrant, based on closing prices in the daily composite list for transactions
on the New York Stock Exchange on March 12, 1997, was approximately
$254,043,000.
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P A R T IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
(a)(1) and (2) Financial Statements and Financial
Statement Schedules
See "Index to Financial Statements" set forth on page F-1.
(a)(3) Exhibits
*3.1 -Amended and Restated Partnership Agreement of Enron
Liquids Pipeline, L.P. (Exhibit 3.1 to the
Partnership's Annual Report on Form 10-K for the
year ended December 31, 1993 ("1993 10-K"))
*3.2 -First Amendment to Amended and Restated Agreement
of Limited Partnership of Enron Liquids Pipeline,
L.P. effective as of August 6, 1992 (Exhibit 3.2 to
the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1992 ("1992 10-K"))
*3.3 -Second Amendment to Amended and Restated Agreement
of Limited Partnership of Enron Liquids Pipeline,
L.P. effective as of September 30, 1993 (Exhibit
3.3 to 1993 10-K)
*3.4 -Third Amendment to Amended and Restated Agreement
of Limited Partnership dated as of February 14, 1997
(Exhibit 4.0 to the Partnership's Form 8-K
Report dated February 14, 1997)
*4.1 -Specimen Certificate representing Common Units
(Exhibit 4.1 to 1993 10-K)
*10.1 -Omnibus Agreement among Enron Corp., Enron Liquids
Pipeline Company, Enron Liquids Pipeline, L.P. and
Enron Liquids Pipeline Operating Limited
Partnership (Exhibit 10.1 to 1993 10-K)
*10.1.1 -First Amendment to Omnibus Agreement, dated as of
September 30, 1993 (Exhibit 10.1.1 to 1993 10-K)
*10.1.2 -Second Amendment to Omnibus Agreement, dated as of
September 7, 1994 (Exhibit 10.1.2 to 1994 10-K)
*10.2 -Amended and Restated Agreement of Limited
Partnership of Enron Liquids Pipeline Operating
Limited Partnership effective as of August 6, 1992
(Exhibit 10.2 to 1993 10-K)
*10.2.1 -First Amendment to Amended and Restated Agreement of
Limited Partnership of Enron Liquids Pipeline
Operating Limited Partnership effective as of
August 6, 1992 (Exhibit 10.2.1 to 1992 10-K)
*10.2.2 -Second Amendment to Amended and Restated Agreement
of Limited Partnership of Enron Liquids Pipeline
Operating Limited Partnership dated as of March
22, 1993 but effective as of August 6, 1992
(Exhibit 10.2.2 to 1992 10-K)
*10.2.3 -Third Amendment to Amended and Restated Agreement
of Limited Partnership of Enron Liquids Pipeline
Operating Limited Partnership dated as of February
14, 1997 (Exhibit 10.2.3 to the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1996 ("1996 10-K"))
*10.3 -Conveyance, Contribution and Assumption Agreement
among certain Enron Corp. subsidiaries and the
Operating Partnership (Exhibit 10.3 to 1993 10-K)
*10.3.1 -First Amendment to Conveyance, Contribution and
Assumption Agreement effective as of August 6, 1992
(Exhibit 10.3.1 to 1992 10-K)
*10.4 -Form of Fractionation Agreement between Enron
Natural Gas Liquids Corporation ("ENGL") and Enron
Gas Liquids, Inc. for fractionation services at the
Mont Belvieu Fractionator (Exhibit 10.4 to
Amendment No. 2 to the Partnership's Form S-1
Registration Statement, Registration No. 33-48142,
filed on July 30, 1992 ("Form S-1"))
*10.5 -Storage Agreement between Enron Gas Processing
Company and the General Partner dated February 18,
1987 relating to the Bushton storage field,
Amendment No. 1 dated October 19, 1988, Amendment
No. 2 dated May 22, 1992, and Amendment No. 3 dated
May 29, 1992 (Exhibit 10.5 to Form S-1)
*10.5.1 -Amendment No. 4 to Storage Agreement dated August
25, 1994 (Exhibit 10.5.1 to Form S-1)
*10.6 -Transportation Agreement between Enron Liquids
Pipeline Company and Enron Gas Liquids Inc. dated
August 1, 1989 relating to the Peoples Gas Light &
Coke Company and the form of Amendment No. 1
thereto (Exhibit 10.6 to Form S-1)
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*10.7 -Facilities Service Agreement between Enron Liquids
Pipeline Company and Enron Gas Processing Company
dated February 18, 1987, relating to facilities at
Bushton, Kansas, Amendment No. 1 dated January 10,
1989, and Amendment No. 2 dated May 30, 1992
(Exhibit 10.7 to Form S-1)
*10.8 -Fractionation Agreement between Enron Liquids Pipeline
Company and Enron Liquids Marketing Company (now Enron
Gas Liquids, Inc.) for fractionation services at Bushton,
Kansas, dated September 24, 1987, (first) Amendment
effective as of January 1, 1988 and dated May 25,
1988,(second) Amendment dated August 1, 1989, (third)
Amendment dated March 7, 1991, and Amendment No. 4 dated
as of August 1, 1992 (Exhibit 10.8 to Form S-1)
*10.9 -Unstenched Loading Letter Agreement between Enron
Liquids Pipeline Company and Enron Gas Liquids,
Inc. dated November 12, 1991 (Exhibit 10.9 to Form
S-1)
*10.10 -Note Agreement relating to the First Mortgage Notes
(Exhibit 10.10 to 1993 10-K)
*10.11 -Trust Agreement relating to the First Mortgage
Notes (Exhibit 10.11 to 1993 10-K)
*10.12 -Pledge and Security Agreement relating to the First
Mortgage Notes (Exhibit 10.13 to 1993 10-K)
*10.13 -Mortgage, Security Agreement and Fixture Filing
relating to the First Mortgage Notes (Exhibit 10.12
to 1993 10-K)
*10.14 -Amended and Restated Agreement of Limited
Partnership of Enron Transportation Services, L.P.
dated as of September 30, 1993 (Exhibit 10.14 to
1993 10-K)
*10.14.1 -First Amendment to Amended and Restated Agreement
of Limited Partnership of Enron Transportation
Services, L.P. dated as of February 14, 1997 (Exhibit 10.14.1
to 1996 10-K)
*10.15 -Asset Purchase Agreement, dated as of September 30,
1993, by and among Cora Dock Corporation, as Seller,
and Enron Transportation Services, L.P., as Purchaser,
and Houston Pipe Line Company, as guarantor of
certain obligations of Seller (Exhibit 10.15 to 1993 10-K)
*10.16 -Loan Agreement, dated April 1, 1994 between
Jackson-Union Counties Regional Port District and
Enron Transportation Services, L.P. (Exhibit 10.18
to 1995 10-K)
*10.17 - uaranty and Indemnity, dated September 30, 1993,
issued by Enron Liquids Pipeline, L.P. in favor of
Enron Corp. and Houston Pipe Line Company (Exhibit
10.19 to 1993 10-K)
*10.18 -Purchase and Sale Agreement, dated June 30, 1994,
by and between Enron Gas Processing and Enron
Transportation Services, L.P. (Exhibit 10 to
Current Report on Form 8-K dated July 15, 1994)
*10.19 -Operation and Maintenance Agreement between Enron
Gas Processing Company and Northern Natural Gas
Company dated August 1, 1987, assigned to Enron
Transportation Services, L.P. effective July 1,
1994 (Exhibit 10.24 to 1994 10-K)
*10.20 -Loan Agreement between Enron Liquids Pipeline
Operating Limited Partnership and Bank One, Texas,
N.A., dated effective May 24, 1995 (Exhibit 10.28
to 1995 10-K)
*10.20.1 -First Amendment to Loan Agreement, dated effective
May 24, 1995, between Enron Liquids Pipeline Operating
Limited Partnership and Bank One, Texas, N.A., dated
effective September 30, 1995 (Exhibit 10.28.1 to 1995 10-K)
*10.21 -Letter Agreement regarding SWAP transaction to Enron
Transportation Services, L.P. from First Union National
Bank of North Carolina, dated
February 13, 1996 (Exhibit 10.29 to 1995 10-K)
*10.22 -Gas Sales Agreement between Enron Liquids Pipeline
Operating Limited Partnership and Enron Gas
Processing Company, dated effective October 1, 1995
(Exhibit 10.30 to 1995 10-K)
*10.23 -Bushton Hydrocarbon Plant Sublease Agreement
between Enron Liquids Pipeline Operating Limited
Partnership and Enron Gas Processing Company, dated
effective October 1, 1995 (Exhibit 10.31 to 1995
10-K)
*10.24 -Assignment and Assumption Of Contract from Enron
Gas Processing Company to Enron Liquids Pipeline
Operating Limited Partnership, dated October 1,
1995 (Exhibit 10.32 to 1995 10-K)
*10.25 -Agency Agreement between Enron Liquids Pipeline
Company and Enron Liquid Fuel Company, dated July
19, 1995 (Exhibit 10.33 to 1995 10-K)
*10.26 -Agreement between Enron Transportation Services,
L.P. and International Union of Operating
Engineers, AFL-CIO, dated March 19, 1995 (Exhibit
10.34 to 1995 10-K)
2
<PAGE>
*10.27 -Lease between Richard Zang Hamilton, Doris
Marie Hamilton, Richard David Hamilton and
James Price Hamilton, as Lessors, and Zeigler
Coal Company, as Lessee, dated April 21, 1976
(Exhibit 10.35 to 1995 10-K)
*10.28 -Storage Agreement between Enron Gas Processing
Company and Enron Liquids Pipeline Company dated
effective January 1, 1996 (Exhibit 10.36 to 1995
10-K)
*10.29 -Termination of the Bushton Storage Agreement
between Enron Gas Liquids, Inc. and Enron Liquids
Pipeline Operating Limited Partnership, dated
effective December 3, 1995 (Exhibit 10.37 to 1995
10-K)
*10.30 -Transaction Agreement between Enron Liquids
Pipeline Operating Limited Partnership and Enron
Capital & Trade Resources Corp., dated September
27, 1995 (Exhibit 10.38 to 1995 10-K)
*10.31 -Credit Agreement dated as of February 14,
1997 among Kinder Morgan Operating L.P. "B"
and First Union National Bank of North Carolina
with form of Notes attached (Exhibit 10.1 to the
Partnership's Form 8-K Report dated February 14, 1997)
*10.32 -Security Agreement dated as of February 14, 1997
between Kinder Morgan Energy Partners, L.P. and
First Union National Bank of North Carolina
(Exhibit 10.2 to the Partnership's Form 8-K Report
dated February 14, 1997)
*10.33 -Security Agreement dated as of February 14, 1997
between Kinder Morgan Operating L.P. "B" and First
Union National Bank of North Carolina (Exhibit 10.3
to the Partnership's Form 8-K Report dated February
14, 1997)
*10.34 -Guaranty Agreement dated as of February 14,
1997 from Kinder Morgan Energy Partners, L.P.
in favor of First Union National Bank of North
Carolina (Exhibit 10.4 to the Partnership's
Form 8-K Report dated February 14, 1997)
*10.35 -Credit Agreement dated as of February 14, 1997
among Kinder Morgan, Inc. and First Union National
Bank of North Carolina (Exhibit 10.5 to the
Partnership's Form 8-K Report dated February 14, 1997)
*10.36 -Mortgage and Security Agreement with Assignment of
Rents from Enron Transportation Services, L.P. to
First Union National Bank of North Carolina, dated
December 29, 1994 (Exhibit 10.22 to 1994 10-K)
*10.37 -First Amendment to Mortgage and Security Agreement
with Assignment Rents (Illinois) dated as of February
14, 1997 between Kinder Morgan Operating L.P. "B"
and First Union National Bank of North Carolina
(Exhibit 10.6 to the Partnership's Form 8-K Report
dated February 14, 1997)
*10.38 -Mortgage, Security Agreement, and Financing
Statement (Uinta County, Wyoming), from Enron
Transportation Services in favor of First Union
National Bank of North Carolina, dated as of
December 29, 1994 (Exhibit 10.25 to 1994 10-K)
*10.39 -First Amendment to Mortgage, Security Agreement and
Financing Statement (Wyoming) dated as of February
14, 1997 between Kinder Morgan Operating L.P. "B"
and First Union National Bank of North Carolina as
Agent (Exhibit 10.7 to the Partnership's Form 8-K
Report dated February 14, 1997)
*10.40 -Lease dated as of September 6, 1979 between Broken
Circle Cattle Company and Northern Gas Products
Company (Exhibit 10.40 to 1996 10-K)
*10.41 -Construction Agreement between Morgan Associates,
Inc. and Enron Liquids Pipeline Operating Limited
Partnership dated June 20, 1996 (Exhibit 10.41 to
1996 10-K)
*10.42 -Operating & Maintenance Agreement between Morgan
Associates, Inc. and Enron Liquids Pipeline
Operating Limited Partnership dated June 20, 1996
(Exhibit 10.42 to 1996 10-K)
*10.43 -Transportation Agreement between Morgan Associates,
Inc. and Enron Liquids Pipeline Operating Limited
Partnership dated June 20, 1996 (Exhibit 10.43 to
1996 10-K)
*21 -List of subsidiaries (Exhibit 21 to 1996 10-K)
27 -Financial Data Schedule
- -------------------------------------
* Asterisk indicates exhibits incorporated by reference as indicated;
all other exhibits are filed herewith.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this amended report
to be signed on its behalf by the undesigned 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: Director and Vice
Chairman
Date: May 2, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the Consolidated
Statements of Income, Cash Flows and Partners'
Capital for the three years ended December 31,
1996 and the Consolidated Balance Sheets as of
December 31, 1996 and 1995 and the Notes
thereto, for Kinder Morgan Energy Partners, L.P.
and subsidiaries and Mont Belvieu Associates and
is qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Dec-31-1996
<CASH> 14,299
<SECURITIES> 0
<RECEIVABLES> 12,360
<ALLOWANCES> 0
<INVENTORY> 2,709
<CURRENT-ASSETS> 29,368
<PP&E> 272,178
<DEPRECIATION> 36,184
<TOTAL-ASSETS> 303,603
<CURRENT-LIABILITIES> 19,066
<BONDS> 163,703
0
0
<COMMON> 118,344
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 303,603
<SALES> 71,250
<TOTAL-REVENUES> 71,250
<CGS> 7,874
<TOTAL-COSTS> 54,177
<OTHER-EXPENSES> (8,804)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,634
<INCOME-PRETAX> 13,243
<INCOME-TAX> 1,343
<INCOME-CONTINUING> 11,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,900
<EPS-PRIMARY> 1.79
<EPS-DILUTED> 1.79
</TABLE>
