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AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON JUNE 9, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 76-0380342
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
</TABLE>
KINDER MORGAN ENERGY PARTNERS, L.P.
1301 MCKINNEY STREET, SUITE 3450
HOUSTON, TEXAS 77010
(713) 844-9500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive officer)
CLARE H. DOYLE
KINDER MORGAN ENERGY PARTNERS, L.P.
1301 MCKINNEY STREET, SUITE 3450
HOUSTON, TEXAS 77010
(713) 844-9500
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
<TABLE>
<S> <C>
GEORGE E. RIDER MICHAEL ROSENWASSER
PATRICK J. RESPELIERS WILLIAM N. FINNEGAN, IV
MORRISON & HECKER L.L.P. ANDREWS & KURTH L.L.P.
2600 GRAND AVENUE 425 LEXINGTON AVENUE
KANSAS CITY, MISSOURI 64108 NEW YORK, NY 10017
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-50431
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF ADDITIONAL REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Common Units......... 575,000 Common Units(1) $36.8125(2) $21,167,187.50 $6,244.32
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(1) Includes 75,000 Units to be issued if the Underwriters' over allotment
option is exercised in full.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended, and Rule
457(c) thereunder, based on the average of the high and low prices of the
Units reported in the consolidated reporting system of the New York Stock
Exchange on June 8, 1998.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-50431) filed by Kinder Morgan Energy
Partners, L.P. with the Securities and Exchange Commission on April 17, 1998, as
amended by Amendment No. 1 thereto filed on May 27, 1998, and Amendment No. 2
thereto filed on June 8, 1998, which was declared effective on June 8, 1998, are
incorporated herein by reference.
2
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<TABLE>
<CAPTION>
EXHIBIT
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<C> <S>
5.1 -- Opinion of Morrison & Hecker LLP as to the legality of the
securities being registered.
8.1 -- Tax Opinion of Morrison & Hecker LLP
23.1 -- Consent of Morrison & Hecker (included in Exhibit 5.1).
23.2 -- Consent of Price Waterhouse LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4 -- Consent of Arthur Andersen LLP.
*24.1 -- Powers of Attorney.
99.1 -- Certificate of Registrant as to payment of additional
registration fee.
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-3, as amended (Registration No. 333-50431).
3
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SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 9, 1998.
KINDER MORGAN ENERGY PARTNERS, L.P.
(A Delaware Limited Partnership)
By: KINDER MORGAN G.P., INC.
as General Partner
By: /s/ WILLIAM V. MORGAN
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William V. Morgan
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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NAME TITLE DATE
- ----------------------------------------------------- -------------------------------- ------------
<C> <S> <C>
* Director, Chairman of the Board June 9, 1998
- ----------------------------------------------------- and Chief Executive Officer of
Richard D. Kinder Kinder Morgan G.P., Inc.
(Principal Executive Officer)
/s/ WILLIAM V. MORGAN Director and Vice Chairman of June 9, 1998
- ----------------------------------------------------- Kinder Morgan G.P., Inc.
William V. Morgan
* Director of Kinder Morgan G.P., June 9, 1998
- ----------------------------------------------------- Inc.
Alan L. Atterbury
* Director of Kinder Morgan G.P., June 9, 1998
- ----------------------------------------------------- Inc.
Edward O. Gaylord
* Director, President and Chief June 9, 1998
- ----------------------------------------------------- Operating Officer of Kinder
Thomas B. King Morgan G.P., Inc.
* Vice President, Treasurer and June 9, 1998
- ----------------------------------------------------- Chief Financial Officer
David G. Dehaemers, Jr. (Principal Financial and
Accounting Officer)
</TABLE>
*by /s/ WILLIAM V. MORGAN
--------------------------------
William V. Morgan
Attorney-in-Fact
3
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EXHIBIT 5.1
[MORRISON & HECKER, L.L.P. LETTERHEAD]
June 9, 1998
Kinder Morgan Energy Partners, L.P.
1301 McKinney Street, Suite 3450
Houston, Texas 77010
Re: Common Units
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed on June
9, 1998 with the Securities and Exchange Commission pursuant to Rule 462(b) of
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
covers 575,000 Common Units ("Common Units") representing limited partner
interests in the Partnership consisting of: (i) 500,000 Common Units to be
issued by the Partnership and 75,000 Common Units to be issued by the
Partnership if the underwriters exercise their overallotment option
(collectively referred to as the "Additional Common Units").
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business
law (1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction therewith. The opinions expressed herein are given only
with respect to the present status of the substantive laws of the state of
Delaware. We express no opinion as to any matter arising under the laws of any
other jurisdiction.
In rendering the opinions set forth below, we have examined and relied on
the following: (1) the Registration Statement; (2) the Partnership's Second
Amended and Restated Agreement of Limited Partnership dated January 14, 1998
(the "Partnership Agreement"); and (3) such other documents, materials, and
authorities as we have deemed necessary in order to enable us to render our
opinions set forth below.
Based on and subject to the foregoing and other qualifications set forth
below, we are of the opinion that
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Kinder Morgan Energy Partners, L.P.
June 9, 1998
Page 2
the Additional Common Units to be issued and delivered as contemplated
by the Registration Statement have been duly authorized for
issuance and when issued and delivered in accordance with the terms of the form
of Underwriting Agreement filed as an exhibit to the Registration Statement,
will be validly issued and, on the assumption that the limited partners of the
Partnership take no part in the control of the Partnership's business and
otherwise act in conformity with the provisions of the Partnership Agreement
(Articles VI and VII) regarding control and management of the Partnership, such
Common Units will be fully paid and nonassessable.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference of this firm under the heading
"Legal Matters" in the Prospectus forming part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ MORRISON & HECKER L.L.P.
KKT:mlc
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EXHIBIT 8.1
[MORRISON & HECKER L.L.P. LETTERHEAD]
June 9, 1998
Kinder Morgan Energy Partners, L.P.
1301 McKinney Street, Suite 3450
Houston, Texas 77010
Re: Kinder Morgan Energy Partners, L.P.: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed on June
9, 1998 with the Securities and Exchange Commission pursuant to Rule 462(b) of
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
covers 575,000 Common Units ("Common Units") representing limited partner
interests in the Partnership consisting of: (i) 500,000 to be issued and
distributed by the Partnership and 75,000 Common Units to be issued and
distributed by the Partnership if the underwriters exercise their overallotment
option.
In rendering the opinions set forth below, we have examined and relied on
the following: (1) the Registration Statement; (2) the Partnership's Second
Amended and Restated Agreement of Limited Partnership dated January 14, 1998;
and (3) such other documents, materials, and authorities as we have deemed
necessary in order to enable us to render our opinions set forth below.
In addition, our opinions are based on the facts and circumstances set
forth in the Prospectus and on certain representations made by the Partnership,
Kinder Morgan G.P., Inc., the Partnership's general partner, and the selling
unitholders. We have not made an independent investigation of such facts. Our
opinion as to the matters set forth herein could change as a result of changes
in facts and circumstances, changes in the terms of the documents reviewed by
us, or changes in the law subsequent to the date hereof.
Our opinion is based on the provisions of the Internal Revenue Code of
1986, as amended (the "Code"), regulations under such Code, judicial authority
and current administrative rulings and practice, all as of the date of this
letter, and all of which may change at any time.
Based upon and subject to the foregoing and assuming compliance with all
provisions of the documents referenced above, we are of the opinion that for
federal income tax purposes (i)
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Kinder Morgan Energy Partners, L.P.
June 9, 1998
Page 2
the Partnership and its operating partnerships are and will continue to be
classified as partnerships and not as associations taxable as corporations; and
(ii) each purchaser of Common Units who acquires beneficial ownership of the
Partnership's Common Units, and either has been admitted or is pending
admission to the Partnership as an additional limited partner, or if the Common
Units are held by a nominee, each purchaser of such Common Units (so long as
such person has the right to direct the nominee in the exercise of all
substantive rights attendant to the ownership of such Units) will be treated as
a partner of the Partnership for federal income tax purposes.
Further, we are of the opinion that the discussion of federal income tax
consequences set forth in the Prospectus under the heading "Material Federal
Income Tax Considerations" is accurate in all material aspects as to matters of
law and legal conclusions.
This opinion may be relied upon by you, the purchasers of Common Units and
the Partnership. We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to all references to this firm under the
headings "Material Federal Income Tax Considerations" and "Legal Matters" in
the Prospectus forming part of the Registration Statement. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ MORRISON & HECKER L.L.P.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Kinder Morgan Energy Partners, L.P. of our report dated March 6,
1998 relating to the consolidated financial statements of Kinder Morgan Energy
Partners, L.P. appearing on page F-2 and of our report dated March 6, 1998
relating to the financial statements of Mont Belvieu Associates appearing on
page F-20 of Kinder Morgan Energy Partners, L.P.'s Annual Report on Form 10-K
for the year ended December 31, 1997. We also hereby consent to the
incorporation by reference in Exhibit 99.1 of this Registration Statement on
Amendment 2 to Form S-3 (No. 333-50431) of Kinder Morgan Energy Partners, L.P.
of our report dated March 16, 1998 relating to the balance sheet of Kinder
Morgan G.P., Inc., appearing in Exhibit 99.1 of Kinder Morgan Energy Partners,
L.P.'s Amendment 1 to Form S-4 (No. 333-46709). We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
June 3, 1998
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Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Kinder Morgan Energy Partners, L.P. of our report dated January 30,
1998 appearing on page F-1 of Kinder Morgan Energy Partners, L.P.'s Current
Report on Form 8-K dated March 5, 1998, as amended. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
/s/ Price Waterhouse LLP
Los Angeles, California
June 3, 1998
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 21,
1997 included in Kinder Morgan Energy Partners, L.P.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and to all references to our
Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
June 3, 1998
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EXHIBIT 99.1
CERTIFICATE OF KMEP AS TO PAYMENT OF
ADDITIONAL REGISTRATION FEE
Kinder Morgan Energy Partners, L.P. (the "Registrant") hereby certifies to
the Securities and Exchange Commission (the "Commission") that on June 8, 1998.
(i) The Registrant has instructed its bank to wire transfer to the
Commission the requisite filing fee of $6,244.32 due in connection with the
filing of its Registration Statement with the Commission on June 9, 1998
pursuant to Rule 462(b) under the Securities Act of 1933, as amended;
(ii) The Registrant will not revoke such instructions; and
(iii) The Registrant has sufficient funds in the account from which
the wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on June 9, 1998 that its bank
has received such instructions.
KINDER MORGAN ENERGY PARTNERS, L.P.
*By:
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William V. Morgan,
Vice Chairman
4
