As filed with the Securities Exchange Commission on November 10, 1998
Registration No. 333-66931
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT No. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KINDER MORGAN ENERGY PARTNERS, L.P.
KINDER MORGAN OPERATING L.P. "A"
KINDER MORGAN OPERATING L.P. "B"
KINDER MORGAN OPERATING L.P. "C"
KINDER MORGAN OPERATING L.P. "D"
KINDER MORGAN NATURAL GAS LIQUIDS CORPORATION
KINDER MORGAN CO2, LLC
KINDER MORGAN BULK TERMINALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0380342
Delaware 76-0380015
Delaware 76-0414819
Delaware 76-0547319
Delaware 76-0561780
Delaware 76-0256928
Delaware 76-0563308
Louisiana 72-1073113
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1301 McKinney Street, Suite 3450
Houston, Texas 77010
(713) 844-9500
(Address, zip code, and telephone number,
of registrant's principal executive offices)
Joseph Listengart
Kinder Morgan Energy Partners, L.P.
1301 McKinney Street, Suite 3450
Houston, Texas 77010
(713) 844-9500
(Name, address, zip code and telephone
number, of service agent)
Copy to:
George E. Rider
Patrick J. Respeliers
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
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Approximate commencement date of proposed public sale: From time to time after
the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered by
dividend or interest reinvestment plans, check the following box. [ ]
If any of the securities being registered on this form will be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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
under the Securities Act of 1933, please check the following box. [ ]
The registrant amends this Registration Statement on such date or dates as may
be necessary to delay its effective date until the registrant files a further
amendment which specifically states that this Registration Statement shall
become effective according to Section 8(a) of the Securities Act or until the
Registration Statement shall become effective on such date as the Securities
Exchange Commission, acting under Section 8(a), may determine.
<PAGE>
Explanatory Note: We are filing this Amendment solely for the purpose of filing
Exhibit 5.
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
**1.1 -Form of Underwriting Agreement (for Units)
**1.2 -Form of Underwriting Agreement (for Debt Securities)
***3.1 -Second Amendment to Amended and Restated Agreement of Limited
Partnership dated as of February 14, 1997 (Exhibit 3.1 to the Partner-
ship's Registration Statement on Form S-4 (File No. 333-46709)).
***4.1 -Specimen Certificate representing Common Units (Exhibit 4.1 to the
Partnership's Registration Statement on Form S-4 (File No. 333-46709).
**4.2 -Form of Senior Indenture
**4.3 -Form of Subordinated Indenture
*5 -Opinion of Morrison & Hecker L.L.P.as to the legality of the securities
registered hereby
**8 -Opinion of Morrison & Hecker L.L.P. as to tax matters
**12 -Statement of Computation of ratio of earnings to fixed charges
**23.1 -Consent of Morrison & Hecker L.L.P. (included in Exhibits 5 and 8)
**23.2 -Consent of Arthur Andersen LLP
**23.3 -Consent of PriceWaterhouseCoopers LLP
**23.4 -Consent of PriceWaterhouseCoopers LLP
**24.1 -Power of Attorney (included on signature page)
****26.1-Form T-1 Statement of Eligibility and Qualification
***99.1 -Balance Sheet of Kinder Morgan G.P., Inc., as of December 31, 1997
(Exhibit 99.1 to the Partnership's Registration Statement on Form
S-4 (File No. 333-46709).
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* Filed herewith.
** Previously Filed
*** Incorporated by reference.
****To be filed with a Current Report on Form 8-K or a Post-Effective
Amendment to Registration Statement.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
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 Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on November
10, 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
William V. Morgan,
Vice Chairman
KINDER MORGAN OPERATING L.P. "A"
(A Delaware Limited Partnership)
By: KINDER MORGAN G.P., INC.
as General Partner
By:/s/William V. Morgan
William V. Morgan,
Vice Chairman
KINDER MORGAN OPERATING L.P."B"
(A Delaware Limited Partnership)
By: KINDER MORGAN G.P., INC.
as General Partner
By:/s/William V. Morgan
William V. Morgan,
Vice Chairman
KINDER MORGAN OPERATING L.P."C"
(A Delaware Limited Partnership)
By: KINDER MORGAN G.P., INC.
as General Partner
By:/s/William V. Morgan
William V. Morgan,
Vice Chairman
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<PAGE>
KINDER MORGAN OPERATING L.P. "D"
(A Delaware Limited Partnership)
By: KINDER MORGAN G.P., INC.
as General Partner
By:/s/William V. Morgan
William V. Morgan,
Vice Chairman
KINDER MORGAN ENERGY NATURAL GAS LIQUIDS
CORPORATION
(A Delaware Corporation)
By:/s/William V. Morgan
William V. Morgan,
Vice Chairman
KINDER MORGAN CO2, LLC
(A Delaware Limited Liability Company)
By: KINDER MORGAN OPERATING L.P. "A"
as sole Member
By: KINDER MORGAN G.P., INC.
as General Partner
By:/s/William V. Morgan
William V. Morgan,
Vice Chairman
KINDER MORGAN BULK TERMINALS, INC.
(A Louisiana Corporation)
By: /s/ William V. Morgan
William V. Morgan,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
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KINDER MORGAN ENERGY PARTNERS G.P., Inc.
(General Partner to Kinder Morgan Operating L.P. "A", General
Partner to Kinder Morgan Operating L.P. "B", General Partner
to Kinder Morgan Operating L.P. "C", General Partner to Kinder
Morgan Operating L.P. "D", and Kinder Morgan Operating L.P.
"A" is the sole Member of Kinder Morgan CO2, LLC.)
Name Title Date
_________*________ Chairman of the Board and Chief November 10, 1998
Richard D. Kinder Executive Officer of Kinder
Morgan G.P., Inc.
/s/William V. Morgan Director and Vice Chairman of November 10, 1998
William V. Morgan Kinder Morgan G.P., Inc.
_________*________ Director of Kinder Morgan G.P., November 10, 1998
Alan L. Atterbury Inc.
_________*________ Director of Kinder Morgan G.P., November 10, 1998
Edward O. Gaylord Inc.
_________*________ Director, President and Chief November 10, 1998
Thomas B. King Operating Officer of Kinder
Morgan G.P., Inc.
_________*________ Vice President, Chief Financial November 10, 1998
David G. Dehaemers, Officer and Chief Accounting
Jr. Officer of Kinder Morgan G.P.,
Inc.
*By:/s/ William V. Morgan
William V. Morgan
Attorney-in-Fact
KINDER MORGAN NATURAL GAS LIQUIDS CORPORATION
Name Title Date
_________*________ Director and Chief Executive November 10, 1998
Richard D. Kinder Officer of Kinder Morgan Natural
Gas Liquids Corporation.
/s/William V. Morgan Director of Kinder Morgan November 10, 1998
William V. Morgan Natural Gas Liquids Corporation.
_________*________ Director of Kinder Morgan November 10, 1998
Thomas B. King Natural Gas Liquids Corporation.
_________*________ Chief Financial Officer of November 10, 1998
David G.Dehaemers, Kinder Morgan Natural Gas
Jr. Liquids Corporation
*By /s/William V. Morgan
William V. Morgan
Attorney-in-Fact
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KINDER MORGAN BULK TERMINALS, INC.
Name Title Date
_________*________ Director of Kinder Morgan Bulk November 10, 1998
Richard D. Kinder Terminals, Inc.
/s/William V.Morgan Director of Kinder Morgan Bulk November 10, 1998
William V. Morgan Terminals, Inc.
_________*________ President and (chief executive November 10, 1998
Thomas B. Stanley officer) of Kinder Morgan Bulk
Terminals, Inc.
_________*________ Treasurer, (principle financial November 10, 1998
David G. Dehaemers, officer, and principle accounting
Jr. officer) of Kinder Morgan Bulk
Terminals, Inc.
*By:/s/William V. Morgan
William V. Morgan
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
Number
**1.1 -Form of Underwriting Agreement (for Units)
**1.2 -Form of Underwriting Agreement (for Debt
Securities)
***3.1 -Second Amendment to Amended and Restated
Agreement of Limited Partnership dated as of
February 14, 1997 (Exhibit 3.1 to the
Partnership's Registration Statement on Form S-4
(File No. 333-46709)).
***4.1 -Specimen Certificate representing Common Units
(Exhibit 4.1 to the Partnership's Registration
Statement on Form S-4 (File No. 333-46709).
**4.2 -Form of Senior Indenture
**4.3 -Form of Subordinated Indenture
*5 -Opinion of Morrison & Hecker L.L.P. as to the
legality of the securities registered hereby
**8 -Opinion of Morrison & Hecker L.L.P. as to tax
matters
**12 -Statement of Computation of ratio of earnings to
fixed charges
**23.1 -Consent of Morrison & Hecker L.L.P. (included in
Exhibits 5 and 8)
**23.2 -Consent of Arthur Andersen LLP
**23.3 -Consent of PriceWaterhouseCoopers LLP
**23.4 -Consent of PriceWaterhouseCoopers LLP
**24.1 -Power of Attorney (included on signature page)
****26.1 -Form T-1 Statement of Eligibility and
Qualification
***99.1 -Balance Sheet of Kinder Morgan G.P., Inc., as of
December 31, 1997 (Exhibit 99.1 to the
Partnership's Registration Statement on Form S-4
(File No. 333-46709).
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* Filed herewith.
** Previously Filed.
*** Incorporated by reference.
**** To be filed with a Current Report on Form 8-K or a Post-Effective Amendment
to Registration Statement.
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MORRISON & HECKER L.L.P.
Attorneys at Law
2600 Grand Avenue
Kansas City, Missouri 64108-4606
Telephone (816) 691-2600
Telefax (816) 474-4208
November 6, 1998
Kinder Morgan Energy Partners, L.P.
Kinder Morgan Operating L.P. "A"
Kinder Morgan Operating L.P. "B"
Kinder Morgan Operating L.P. "C"
Kinder Morgan Operating L.P. "D"
Kinder Morgan Natural Gas Liquids Corporation
Kinder Morgan C02, LLC
Kinder Morgan Bulk Terminals, Inc.
1301 McKinney Street, Suite 3450
Houston, Texas 77010
Re: Shelf Registration Statement: Form S-3
Ladies and Gentlemen:
We have acted as counsel to Kinder Morgan Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), in connection with the
preparation of a Registration Statement on Form S-3, as amended, (Registration
No. 333-66931) (the "Registration Statement") filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering from time to time, as
set forth in the Registration Statement, the form of prospectus contained
therein (the "Prospectus") and one or more supplements to the Prospectus, of
Common Units ("Common Units") representing limited partner interests in the
Partnership and/or debt securities of the Partnership ("Debt Securities") having
an initial public offering price not to exceed $600 million, on terms to be
determined at the time of the offering. We have also represented Kinder Morgan
Operating L.P. "A", a Delaware limited partnership, Kinder Morgan Operating L.P.
"B", a Delaware limited partnership, Kinder Morgan Operating L.P. "C", a
Delaware limited partnership, Kinder Morgan Operating L.P. "D", a Delaware
limited partnership, Kinder Morgan Natural Gas Liquids Corporation, a Delaware
corporation, Kinder Morgan CO2, LLC, a Delaware limited liability company, and
Kinder Morgan Bulk Terminals, Inc., a Louisiana corporation (collectively, the
"Guarantors"), in connection with the unconditional guarantee (the "Guaranties")
of the senior Debt Securities by the Guarantors. The Debt Securities (and the
Guaranties, if applicable) are to be issued in one or more separate series in
accordance with the provisions of one or more indentures (each, an "Indenture")
to be entered into between the Partnership and a trustee (and the Guarantors, if
applicable).
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
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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
States of New York and 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, including the Prospectus; (2) the
Partnership's Second Amended and Restated Agreement of Limited Partnership dated
January 14, 1998 (the "Partnership Agreement"); (3) the form of indenture to be
filed as Exhibit 4.2 to the Registration Statement to be executed by the
Partnership, the Guarantors and the trustee (the "Senior Debt Indenture"),
pursuant to which senior Debt Securities and the Guaranties may be issued; (4)
the form of indenture to be filed as Exhibit 4.3 to the Registration Statement
to be executed by the Partnership and the trustee (the "Subordinated Debt
Indenture"), pursuant to which subordinated Debt Securities may be issued and
(5) 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:
1. with respect to the Common Units, we are of the opinion that, when (a)
the Partnership has taken all necessary action to approve the issuance of such
Common Units, the terms of the offering and related matters and (b) the Common
Units have been issued and delivered in accordance with terms of the applicable
definitive purchase, underwriting or similar agreement approved by the
Partnership upon payment (or delivery) of the consideration therefor provided
for therein, then the Common Units 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
2. with respect to Debt Securities and the Guaranties to be issued under
the Senior Debt Indenture, we are of the opinion that, when (i) the Senior Debt
Indenture has been duly authorized and validly executed and delivered by the
Partnership, the Guarantors and the trustee; (ii) the Senior Debt Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended; (iii) the
Partnership and the Guarantors have taken all necessary action to approve the
issuance and terms of such Debt Securities and the Guaranties, the terms of the
offering thereof and related matters and (iv) such Debt Securities and
Guaranties have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Senior Debt Indenture and the applicable
definitive purchase, underwriting or similar agreement approved by the
Partnership and the Guarantors upon payment (or delivery) of the consideration
therefor provided for therein, such Debt Securities and Guaranties will be
legally issued and will constitute valid and legally binding obligations of the
Partnership and the Guarantors, respectively; and
3. with respect to Debt Securities to be issued under the Subordinated
Debt Indenture, we are of the opinion that, when (i) the Subordinated Debt
Indenture has been duly authorized and validly executed and delivered by the
Partnership and the trustee; (ii) the Subordinated Debt Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended; (iii) the
Partnership has taken all necessary action to approve the issuance and terms of
such Debt Securities, the terms of the offering thereof and related matters and
(iv) such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Subordinated Debt Indenture
and the applicable definitive purchase, underwriting or similar agreement
approved by the Partnership upon payment (or delivery) of the consideration
therefor provided for therein, such Debt Securities will be legally issued and
will constitute valid and legally binding obligations of the Partnership.
The General Qualifications apply to the opinions set forth above (the
Remedies Opinion). In addition to the General Qualifications, we express no
opinion as to the enforceability of any provisions contained in the Debt
Securities or the Guaranties purporting to: (i) allow the acceleration of the
maturity of any indebtedness or the exercise of any other rights without notice
to the person or entity signatory thereto or bound thereby; (ii) restrict access
to legal or equitable remedies (including, without limitation, proper
jurisdiction and venue); (iii) establish evidentiary standards; (iv) waive the
benefits of any statute of limitation or any applicable bankruptcy, insolvency
or usury law or stay or extension law or waive any rights under any applicable
statutes or rules hereafter enacted or promulgated; or (v) preserve and maintain
a guarantor's liability despite the fact that the guaranteed debt is
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<PAGE>
unenforceable due to illegality. In addition, the enforceability of the rights
to indemnification contained in the Indentures may be limited by Federal or New
York State laws or the policies underlying such laws. We note that the Trust
Indenture Act provides that certain provisions of the Trust Indenture Act are
automatically included in the Indentures unless expressly excluded. To the
extent that the Indentures do not expressly exclude or waive such provisions of
the Trust Indenture Act, such provisions may supersede or override similar
provisions in the Indentures.
For purposes of the opinions expressed above, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a prospectus supplement will have
been prepared and filed with the Commission describing the Common Units or Debt
Securities offered thereby; (iii) all Common Units or Debt Securities will have
been issued and sold in compliance with applicable United States federal and
state securities laws and in the manner stated in the Registration Statement and
the appropriate prospectus supplement and (iv) a definitive purchase,
underwriting or similar agreement with respect to any Common Units or Debt
Securities offered will have been duly authorized and validly executed and
delivered by the Partnership and the other parties thereto.
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. We
also consent to the incorporation by reference of this letter in a registration
statement, if any, relating to the Registration Statement filed by the
Partnership pursuant to Rule 462(b) of the Act. 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. This
opinion is rendered solely for your benefit in connection with the above matter
and may not be relied upon in any manner by any other person or entity without
our express written consent.
Very truly yours,
MORRISON & HECKER L.L.P.
/s/ Morrison & Hecker L.L.P.
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