<PAGE> 1
UNITED STATES
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
DATE OF REPORT: NOVEMBER 30, 2000
(DATE OF EARLIEST EVENT REPORTED: NOVEMBER 30, 2000)
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.)
500 Dallas Street, Suite 1000
Houston, Texas 77002
(Address of principal executive offices, including zip code)
713-369-9000
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On November 30, 2000, Kinder Morgan Energy Partners, L.P. issued a
press release announcing that it has signed a definitive agreement with GATX
Corporation to purchase its U.S. pipeline and terminal businesses for
approximately $1.15 billion, consisting of cash and assumed debt.
ITEM 9. REGULATION FD DISCLOSURE.
In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended.
On December 1, 2000, Kinder Morgan, Inc. (the "Company"), a subsidiary
of which serves as general partner of Kinder Morgan Energy Partners, L. P. (the
"Partnership"), and the Partnership intend to hold a live webcast conference
call at 9:00 a.m. Eastern Standard Time on Friday, December 1, 2000 at
http://www.kindermorgan.com with a group of analysts and others to discuss the
proposed purchase by the Partnership of GATX Corporation's U.S. pipeline and
terminal businesses, and various strategic and financial issues relating to the
business plans and objectives of the Company and the Partnership.
The Company and the Partnership have posted on their website at
www.kindermorgan.com further information relating to the proposed acquisition,
including a presentation which may be accessed at
http://www.kindermorgan.com/presentations/KMP/GATXOverview/index.html.
The Company and the Partnership intend to update the information
furnished pursuant to this Item from time to time as circumstances require.
These updates will be furnished with the Securities and Exchange Commission
under Item 9 and posted on the referenced web site substantially
contemporaneously. Interested parties will be able to review the referenced web
site or the files of the Securities and Exchange Commission located at
www.sec.gov to determine if the information furnished pursuant to this Item has
been updated.
Regulation FD is new, and the Company and the Partnership are still
developing their respective policies and procedures to comply with this
regulation. The Company and the Partnership may change their respective approach
at any time. In the event of a change in approach, such change will be furnished
under Item 9 of a Form 8-K and posted on the Company's web site substantially
contemporaneously.
-2-
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99(a) Press release issued November 30, 2000.
99(b) Stock Purchase Agreement between GATX Rail Corporation, GATX
Terminals Holding Corporation and Kinder Morgan Energy
Partners, L.P.
-3-
<PAGE> 4
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.
By: KINDER MORGAN G.P., INC.,
its general partner
Dated: November 30, 2000 By: /s/ JOSEPH LISTENGART
---------------------------------
Joseph Listengart
Vice President, General Counsel
and Secretary
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
99(a) Press release issued November 30, 2000.
99(b) Stock Purchase Agreement between GATX Rail
Corporation, GATX Terminals Holding Corporation and
Kinder Morgan Energy Partners, L.P.
</TABLE>
-5-
