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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
October 7, 1999
(Date of earliest event reported)
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 (I.R.S. Employer
of incorporation) File Number) Identification No.)
1301 McKinney, Suite 3400
Houston, Texas 77010
(Address of principal executive offices, including zip code)
713-844-9500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On October 7, 1999, Kinder Morgan, Inc., a Kansas corporation formerly
known as K N Energy, Inc. ("Kinder Morgan - Kansas"), consummated its
acquisition of Kinder Morgan, Inc., a Delaware corporation ("Kinder Morgan -
Delaware"), the sole stockholder of Kinder Morgan G.P., Inc. ("KMGP"), the
general partner of Kinder Morgan Energy Partners, L.P. (the "Partnership").
Pursuant to the Agreement and Plan of Merger dated July 8, 1999, as amended by
the First Amendment to the Merger Agreement dated August 20, 1999 (the "Merger
Agreement"), by and among Kinder Morgan - Kansas, Rockies Merger Corp., a
Delaware corporation and wholly-owned subsidiary of Kinder Morgan - Kansas
("Merger Sub"), and Kinder Morgan - Delaware, among other things, Merger Sub
was merged with and into Kinder Morgan - Delaware, with Kinder Morgan -
Delaware as the surviving corporation (the "Merger"). In conjunction with the
Merger, Kinder Morgan - Kansas changed its name from "K N Energy, Inc." to
"Kinder Morgan, Inc."
Pursuant to the terms of the Merger Agreement, each outstanding share
of common stock, par value $0.01 per share, of Kinder Morgan - Delaware was
converted into 3,917.957 shares of common stock, par value $5.00 per share, of
Kinder Morgan - Kansas ("KMI Common Stock"), resulting in an issuance of
41,483,323 shares of KMI Common Stock. As a result of the consummation of the
Merger Agreement, Kinder Morgan - Kansas indirectly acquired control of KMGP,
which continues as the general partner of the Partnership.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following materials are filed as exhibits to this Current
Report on Form 8-K.
Exhibit
Number Description
------- -----------
99.1 Press Release of Kinder Morgan - Kansas issued October 7,
1999.
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934,
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.
(A Delaware Limited Partnership)
By: KINDER MORGAN G.P., INC.,
its general partner
Dated: October 21, 1999 By: /s/ JOSEPH LISTENGART
---------------------------
Joseph Listengart
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
99.1 Press Release of Kinder Morgan - Kansas issued October 7,
1999.
</TABLE>
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Exhibit 99.1
[KINDER MORGAN LOGO]
Larry Pierce Irene Twardowski
Media Relations Investor Relations
(303) 914-4751 (713) 844-9543
KINDER MORGAN - KN ENERGY TRANSACTION COMPLETED
COMPANY WILL TRADE AS "KMI" ON NYSE
HOUSTON, Oct. 7, 1999 - Kinder Morgan, Inc. today announced that its
merger with KN Energy, Inc. (NYSE: KNE) is complete. The combined company has
been renamed Kinder Morgan, Inc. and will trade under the New York Stock
Exchange symbol "KMI." Kinder Morgan Energy Partners, L.P. (NYSE: ENP), a
master limited partnership operated by a subsidiary of Kinder Morgan, Inc.,
will remain a separate entity and will continue to trade as "ENP."
"We are very pleased with the expeditious manner in which the
regulatory agencies worked with us to bring this merger to closure," said Rich
Kinder, chairman and chief executive officer of the company. The merger was
announced on July 8, 1999.
"We are excited about the prospects of the combined company, and are
working hard to implement our 'back to basics' strategy," Kinder said.
Kinder Morgan, Inc. is one of the largest midstream energy companies
in America, operating more than 30,000 miles of natural gas and products
pipelines in26 states. It also has significant retail distribution, marketing,
gathering, electric generation and terminal assets. Kinder Morgan, Inc.,
through its general partner interest, operates Kinder Morgan Energy Partners,
L.P., America's largest pipeline master limited partnership. Combined, the two
companies have an enterprise value of approximately $10 billion.
# # #
For more information, contact: www.kindermorgan.com or WWW.kne.com
(more)
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KINDER MORGAN-KN TRANSACTION Page 2
This news release contains forward-looking statements within the scope
of the Securities Act of 1933 ad the Securities Exchange Act of 1934. Although
the company believes that these statements are based upon reasonable
assumptions, it can give no assurance that its goals will be achieved.
Differences between assumed facts and actual results can be material depending
on the circumstances and investors should be aware of important factors that
could have a material impact on future results. Such factors include, among
others, the pace of deregulation of retail natural gas and electricity;
federal, state and international regulatory developments; the timing and extent
of changes in commodity prices for oil, natural gas, natural gas liquids,
electricity, certain agricultural products and interest rates; the extent of
success in acquiring natural gas facilities; the timing and success of efforts
to develop power, pipeline and other projects; political developments in
foreign countries; weather-related factors; and conditions of the capital
markets and equity markets during the periods noted in the release. All of
these factors are difficult to predict and many are beyond the company's
control.
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