<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
(WESTERN UNION MAILGRAM) -
ADP
Dear Unitholder:
The Special Meeting of Santa Fe Pacific Pipeline Partners, L.P. will be held
on March 6, 1998, only a few days away. Since time is short and your vote is
important, we have established a method to enable you to vote via toll-free
ProxyGram. To be sure your vote is received in time, we urge you to vote
today. Please take a few minutes of your time to follow the simple steps
listed below.
Thank you for your consideration and support.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
1. Call Toll-free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight
eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to ID
No. 4402, Santa Fe Pacific Pipeline Partners, L.P.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: xxxxxxxxx
Broker: xxxxxxxxx
Control number: xxxxxxxxx
Number of shares: xxxxxxxxx
If you need assistance in voting, call our solicitor, Georgeson &
Company Inc. at 1-800-223-2064.
<PAGE>
(TEXT OF PROXY CARD)
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
SPECIAL MEETING OF UNITHOLDERS
March 6, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SANTA FE
PACIFIC PIPELINES, INC. FOR SPECIAL MEETING OF HOLDERS OF COMMON UNITS OF
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
The undersigned, a holder of record of Common Units of Santa Fe Pacific
Pipeline Partners, L.P. ("Santa Fe") hereby appoints Irvin Toole, Jr. and
Barry R. Pearl, or either of them with power of substitution, attorneys and
proxies of the undersigned, to vote all Common Units of Santa Fe that the
undersigned may be entitled to vote at a Special Meeting of Holders of Common
Units of Santa Fe to be held on March 6, 1998, at 9:00 a.m., at Doubletree
Hotel, 100 The City Drive, Orange, California, 92868, on the matter set forth
below and on such other matters as may properly come before the meeting and
at any postponement or adjournment thereof.
WHEN THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SANTA FE COMMON UNITS
IT REPRESENTS WILL BE VOTED AT THE SPECIAL MEETING IN ACCORDANCE WITH THE
CHOICE SPECIFIED BELOW. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL. THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE DESIGNATED INDIVIDUALS WITH RESPECT TO THE MATTERS INCIDENT
TO THE CONDUCT OF THE SPECIAL MEETING AND ANY OTHER MATTERS WHICH PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
1. The Board of Directors for Santa Fe Pacific Pipelines, Inc., as the
general partner of Santa Fe, recommends a vote FOR the following
proposal:
(i) The approval and adoption of the Purchase Agreement dated as of
October 18, 1997 (the "Purchase Agreement") among Santa Fe, Santa Fe Pacific
Pipelines, Inc. (the "SF General Partner"), SFP Pipeline Holdings, Inc.,
Kinder Morgan Energy Partners, L.P. ("KMEP") and Kinder Morgan G.P., Inc.
(ii) the approval of the sale of substantially all of the assets of Santa Fe
to KMEP pursuant to the Purchase Agreement, (iii) the approval of the sale by
the SF General Partner of its general partner interest in Santa Fe to an
affiliate of KMEP for $84.4 million in cash and
<PAGE>
the appointment of such KMEP affiliate as a new general partner of Santa Fe,
(iv) the approval of the dissolution of Santa Fe on the closing date of the
transactions contemplated by the Purchase Agreement, and (v) the adoption and
approval of the amendments to the partnership agreement of Santa Fe to
implement the transactions contemplated by the Purchase Agreement, which are
described in the Joint Proxy Statement/Prospectus for the Special Meeting.
Notwithstanding the approval of the holders of Common Units of Santa Fe of
the above proposal, Santa Fe reserves the right to terminate the Purchase
Agreement and abandon the transactions and other matters contemplated
thereby, upon the terms and conditions set forth in the Purchase Agreement.
The undersigned hereby revokes all proxies heretofore given by the
undersigned to vote at said Special Meeting or any adjournment or
postponement thereof.
( ) FOR ( ) AGAINST ( ) ABSTAIN
<PAGE>
PRUDENTIAL, MERRILL LYNCH
Dear Unitholder:
The Special Meeting of Santa Fe Pacific Pipeline Partners, L.P. will be held
on March 6, 1998, only a few days away. Since time is short and your vote is
important, we have established a method to enable you to vote via toll-free
ProxyGram. To be sure your vote is received in time, we urge you to vote
today. Please take a few minutes of your time to follow the simple steps
listed below.
Thank you for your consideration and support.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight
eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to ID
No. [insert 4403 if Prudential and 4406 if Merrill Lynch], Santa Fe Pacific
Pipeline Partners, L.P.
3. State your name, address and telephone number.
4. State your confidential account number and number of shares as
shown below:
Confidential Account Number: xxxxxxxxx
Number of shares: xxxxxxxxx
If you need assistance in voting, call our solicitor, Georgeson &
Company Inc. at 1-800-223-2064.
<PAGE>
(TEXT OF PROXY CARD)
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
SPECIAL MEETING OF UNITHOLDERS
March 6, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SANTA FE
PACIFIC PIPELINES, INC. FOR SPECIAL MEETING OF HOLDERS OF COMMON UNITS OF
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
The undersigned, a holder of record of Common Units of Santa Fe Pacific
Pipeline Partners, L.P. ("Santa Fe") hereby appoints Irvin Toole, Jr. and
Barry R. Pearl, or either of them with power of substitution, attorneys and
proxies of the undersigned, to vote all Common Units of Santa Fe that the
undersigned may be entitled to vote at a Special Meeting of Holders of Common
Units of Santa Fe to be held on March 6, 1998, at 9:00 a.m., at Doubletree
Hotel, 100 The City Drive, Orange, California, 92868, on the matter set forth
below and on such other matters as may properly come before the meeting and
at any postponement or adjournment thereof.
WHEN THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SANTA FE COMMON UNITS
IT REPRESENTS WILL BE VOTED AT THE SPECIAL MEETING IN ACCORDANCE WITH THE
CHOICE SPECIFIED BELOW. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL. THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE DESIGNATED INDIVIDUALS WITH RESPECT TO THE MATTERS INCIDENT
TO THE CONDUCT OF THE SPECIAL MEETING AND ANY OTHER MATTERS WHICH PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
1. The Board of Directors for Santa Fe Pacific Pipelines, Inc., as the
general partner of Santa Fe, recommends a vote FOR the following
proposal:
(i) The approval and adoption of the Purchase Agreement dated as of
October 18, 1997 (the "Purchase Agreement") among Santa Fe, Santa Fe Pacific
Pipelines, Inc. (the "SF General Partner"), SFP Pipeline Holdings, Inc.,
Kinder Morgan Energy Partners, L.P. ("KMEP") and Kinder Morgan G.P., Inc.
(ii) the approval of the sale of substantially all of the assets of Santa Fe
to KMEP pursuant to the Purchase Agreement, (iii) the approval of the sale by
the SF General Partner of its general partner interest in Santa Fe to an
affiliate of KMEP for $84.4 million in cash and
<PAGE>
the appointment of such KMEP affiliate as a new general partner of Santa Fe,
(iv) the approval of the dissolution of Santa Fe on the closing date of the
transactions contemplated by the Purchase Agreement, and (v) the adoption and
approval of the amendments to the partnership agreement of Santa Fe to
implement the transactions contemplated by the Purchase Agreement, which are
described in the Joint Proxy Statement/Prospectus for the Special Meeting.
Notwithstanding the approval of the holders of Common Units of Santa Fe of
the above proposal, Santa Fe reserves the right to terminate the Purchase
Agreement and abandon the transactions and other matters contemplated
thereby, upon the terms and conditions set forth in the Purchase Agreement.
The undersigned hereby revokes all proxies heretofore given by the
undersigned to vote at said Special Meeting or any adjournment or
postponement thereof.
( ) FOR ( ) AGAINST ( ) ABSTAIN
