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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 2000
REGISTRATION NO. 333-33726
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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.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE
(State or other jurisdiction 76-0380342
of incorporation or organization) (I.R.S. Employer Identification No.)
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<S> <C>
JOSEPH LISTENGART
1301 MCKINNEY STREET, SUITE 3400 1301 MCKINNEY STREET, SUITE 3400
HOUSTON, TEXAS 77010 HOUSTON, TEXAS 77010
(713) 844-9500 (713) 844-9500
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, including area code, of registrant's number, including area code, of registrant's
principal executive offices) agent for service of process)
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Copy to:
GARY W. ORLOFF
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER PENNZOIL PLACE, SUITE 2900
711 LOUISIANA STREET
HOUSTON, TEXAS 77002-2781
PHONE: (713) 221-1306
FAX: (713) 221-2166
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of 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, 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, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of this prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING UNITHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 19, 2000
PROSPECTUS
[KINDER MORGAN ENERGY PARTNERS, L.P. LOGO]
574,172 COMMON UNITS
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The selling unitholders identified in this prospectus are offering to sell
up to an aggregate of 574,172 common units representing limited partner
interests in Kinder Morgan Energy Partners, L.P. We will not receive any of the
proceeds from the unitholders' sale of the units offered by this prospectus.
Our common units trade on the New York Stock Exchange under the symbol
"KMP." The last reported sale price of our common units on March , 2000, as
reported by the New York Stock Exchange, was $ per common unit.
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THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus is , 2000.
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TABLE OF CONTENTS
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PAGE
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Kinder Morgan Energy Partners, L.P. ........................ 3
Use of Proceeds............................................. 6
Selling Unitholders......................................... 6
Recent Federal Income Tax Developments...................... 7
Plan of Distribution........................................ 8
Legal Matters............................................... 9
Experts..................................................... 9
Where You Can Find More Information......................... 10
Information Regarding Forward-Looking Statements............ 11
</TABLE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO
SELL THE COMMON UNITS. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT COVER OF THOSE DOCUMENTS. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE
DATES.
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KINDER MORGAN ENERGY PARTNERS, L.P.
We are a Delaware limited partnership formed in August 1992. We are the
largest publicly-traded pipeline master limited partnership in the United States
and have the second largest products pipeline system based on volumes delivered.
Our operations are grouped into four reportable business segments. These
segments and their major assets are as follows:
- Pacific operations, consisting of:
- approximately 3,300 miles of pipelines which transport over one
million barrels per day of refined petroleum products to some of the
faster growing population centers in the United States, including
Los Angeles, San Diego and Orange County, California; the San
Francisco Bay area; Las Vegas, Nevada and Tucson and Phoenix,
Arizona;
- 13 truck-loading terminals with an aggregate usable tankage capacity
of approximately 8.2 million barrels; and
- a 50% interest in the Colton Processing Facility, a petroleum
pipeline transmix processing facility located in Colton, California;
- Mid-Continent operations, consisting of products pipelines and joint
venture projects including:
- the North System, a 1,600 mile pipeline that transports natural gas
liquids and refined petroleum products between south central Kansas
and the Chicago area and various intermediate points, including
eight terminals;
- a 51% interest in Plantation Pipe Line Company, which owns and
operates a 3,100 mile refined petroleum products pipeline system
throughout the southeastern United States;
- a 20% limited partner interest in Shell CO(2) Company, Ltd. which
transports, markets and produces carbon dioxide for use in enhanced
oil recovery operations in the continental United States; on March
9, 2000, we announced a definitive agreement to acquire the
remaining 80% interest in Shell CO(2) Company;
- the Cypress Pipeline, which transports natural gas liquids from Mont
Belvieu, Texas to a major petrochemical producer in Lake Charles,
Louisiana;
- transmix operations, which include the processing and marketing of
petroleum pipeline transmix along the Atlantic Coast via two
transmix processing plants;
- a 50% interest in the Heartland Pipeline Company, which ships
refined petroleum products in the Midwest; and
- the Painter Gas Processing Plant, a natural gas processing plant,
fractionator and natural gas liquids terminal with truck and rail
loading facilities; the Painter Plant is leased to BP Amoco under a
long-term arrangement;
- Natural gas operations, consisting of assets acquired in late 1999,
including:
- Kinder Morgan Interstate Gas Transmission LLC, which owns a 6,700
mile natural gas pipeline, including the Pony Express pipeline
facilities, that extends from northwestern Wyoming east into
Nebraska and Missouri and south through Colorado and Kansas;
- a 66 2/3% interest in Trailblazer Pipeline Company, which transmits
natural gas from Colorado through southeastern Wyoming to Beatrice,
Nebraska; and
- a 49% interest in Red Cedar Gathering Company, which gathers natural
gas in La Plata County,
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Colorado and owns and operates a carbon dioxide processing plant;
and
- Bulk terminals, consisting of over 20 owned or operated bulk terminal
facilities, including:
- coal terminals located in Cora, Illinois; Paducah, Kentucky; Newport
News, Virginia; Mount Vernon, Indiana; and Los Angeles, California;
- petroleum coke terminals located on the lower Mississippi River and
along the west coast of the United States; and
- other bulk terminals handling alumina, cement, salt, soda ash,
fertilizer and other dry bulk materials.
BUSINESS STRATEGY
Management's objective is to operate Kinder Morgan Energy Partners as a
low-cost, growth-oriented master limited partnership by:
- reducing operating expenses;
- better utilizing and expanding our asset base; and
- making selective, strategic acquisitions that will increase unitholder
distributions. Management has announced that we intend to spend
approximately $1 billion for acquisitions annually.
Kinder Morgan Energy Partners primarily transports and/or handles products
for a fee and largely is not engaged in the purchase and resale of commodity
products. As a result, Kinder Morgan Energy Partners does not face significant
risks relating directly to shifts in commodity prices.
Pacific Operations. We plan to continue to expand our presence in the
rapidly growing refined products market in the western United States through
incremental expansions of the Pacific operations and through acquisitions that
increase unitholder distributions. In May 1999, we completed an expansion of our
southern California products pipeline system. The expansion involved
construction of 13 miles of 16-inch diameter pipeline from Carson, California to
Norwalk, California, and increased the capacity of the West Line Southern
California products pipeline system from 340,000 barrels per day to 520,000
barrels per day, an increase of over 50%.
Mid-Continent Operations. Because the North system serves a relatively
mature market, we intend to focus on increasing throughput within the system by
remaining a reliable, cost-effective provider of transportation services and by
continuing to increase the range of products transported and services offered.
Management believes favorable demographics in the southeastern United States
will serve as a platform for increased use and expansion of Plantation's
pipeline system, which serves major metropolitan areas including Birmingham,
Alabama; Atlanta, Georgia; Charlotte, North Carolina; and the Washington, D.C.
area.
For the Shell CO(2) Company, our Permian Basin strategy is to offer
customers "one-stop shopping" for carbon dioxide supply, transportation and
technical support service. Outside the Permian Basin, Shell CO(2) Company
intends to compete aggressively for new supply and transportation projects.
Management believes these projects will arise as other U.S. oil producing basins
mature and make the transition from primary production to enhanced recovery
methods. The acquisition of the transmix operations, in September 1999,
strengthened our existing transmix processing business and added fee-based
services related to our core refined products pipeline business.
Natural Gas Operations. Kinder Morgan Interstate Gas Transmission also
serves a stable, mature market, and thus we are focused on reducing costs and
securing throughput for this pipeline. New measurement systems and other
improvements will aid in managing expenses. We will explore expansion and
storage opportunities to increase utilization levels. Shippers have expressed
interest in expanding the Trailblazer Pipeline Company
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pipeline, which we will pursue if we can obtain commitments for the additional
capacity. Red Cedar Gathering Company, a partnership with the Southern Ute
Indian Tribe, is pursuing gathering and processing opportunities on tribal land.
Bulk Terminals. We are dedicated to growing our bulk terminal business and
have a target of investing $100 to $200 million annually in our bulk terminals
business. We will make investments to expand and improve existing facilities,
particularly those facilities that handle low-sulfur western coal. We will also
consider making selective acquisitions that increase unitholder distributions.
Additionally, we plan to design, construct and operate new facilities for
current and prospective customers. Management believes we can use newly acquired
or developed facilities to leverage our operational expertise and customer
relationships.
The address of our principal executive offices is 1301 McKinney Street,
Suite 3400, Houston, Texas 77010 and our telephone number at this address is
(713) 844-9500. Our limited partner interests trade under the New York Stock
Exchange symbol "KMP."
RECENT DEVELOPMENTS
Transferred Assets. Effective December 31, 1999, Kinder Morgan, Inc.
transferred over $700 million of assets to us for $330 million and the issuance
of 9.81 million of our common units representing limited partner interests. We
financed a portion of the $330 million through Kinder Morgan, Inc. which has
been repaid. We agreed as part of the asset transfer to fund the $330 million
through debt incurred by us and to not take certain actions with respect to the
debt that could cause adverse tax consequences to Kinder Morgan, Inc. Assets
included in the transfer were Kinder Morgan Interstate Gas Transmission LLC,
formerly K N Interstate Gas Transmission Co., an additional 33 1/3% interest in
Trailblazer Pipeline Company and a 49% interest in Red Cedar Gathering Company.
Shell CO(2) Company. On March 9, 2000, we announced we had reached a
definitive agreement to increase our interest in Shell CO(2) Company to 100% by
acquiring a 78% limited partner interest and a 2% general partner interest from
affiliates of Shell Exploration & Production Company. We currently own a 20%
limited partner interest in Shell Co(2) Company. The transaction price is $185.5
million, and closing is expected to occur in April 2000. After the transaction
closes, we will change the name of Shell CO(2) Company to Kinder Morgan CO(2)
Company. Shell CO(2) Company is the largest transporter and marketer of carbon
dioxide in the United States, currently delivering approximately 400 million
cubic feet per day. Carbon dioxide flooding is a proven technology for
increasing the production of oil reserves.
Milwaukee and Dakota Bulk Terminals. On February 7, 2000, we announced our
acquisition of all of the shares of the capital stock of Milwaukee Bulk
Terminals, Inc. and Dakota Bulk Terminal, Inc., both Wisconsin corporations, for
574,172 units. The effective date of the acquisitions was January 1, 2000, and
going forward from that date, we will include the activities of these two
terminals as part of our bulk terminals business segment.
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USE OF PROCEEDS
Since the common units covered by this prospectus are being sold by the
selling unitholders and not us, we will not receive any proceeds from the sale
of common units under this prospectus.
SELLING UNITHOLDERS
The table below sets forth information relating to the ownership of our
common units by the selling unitholders immediately prior to this offering and
after selling the common units in the offering.
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BENEFICIAL
BENEFICIAL OWNERSHIP OWNERSHIP
BEFORE OFFERING AFTER OFFERING
-------------------- NUMBER ------------------
NAME OF OF COMMON
SELLING UNITHOLDER UNITS PERCENTAGE UNITS OFFERED UNITS PERCENTAGE
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<S> <C> <C> <C> <C> <C>
Donald E. Brummer....................... 67,264 * 67,264 -- *
Thomas L. Burke......................... 108,475 * 108,475 -- *
Roy N. Cook............................. 335,897 * 335,897 -- *
Daniel E. Meehan........................ 55,235 * 55,235 -- *
Mark L. Wells........................... 7,301 * 7,301 -- *
</TABLE>
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* Less than one percent
In connection with our recent sale of common units in an underwritten
offering, Mr. Cook agreed with the underwriters, as did we and some directors
and executive officers of our general partner, not to sell common units except
as described below.
Subject to exceptions, Mr. Cook has agreed with the underwriters not to
dispose of or hedge any of the common units, securities similar to the common
units or securities convertible into or exchangeable for the common units during
the period from March 28, 2000 continuing through the date 90 days after March
28, 2000, except with the prior written consent of Goldman, Sachs & Co. In
addition each unitholder has agreed with us to retain at least 20% of the
unitholder's common units until January 1, 2001 and 10% of the unitholder's
common units until January 1, 2002 and not to sell more than 25,000 common units
on any trading day until January 1, 2002.
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RECENT FEDERAL INCOME TAX DEVELOPMENTS
The Internal Revenue Service has recently finalized regulations under
Sections 743 and 197 of the Internal Revenue Code. We depreciate and amortize
the Section 743(b) adjustment attributable to unrealized appreciation in the
value of contributed or adjusted property over the remaining cost recovery
period for the underlying property, despite its inconsistency with the recently
finalized regulations that appear to require that any adjustment attributable to
unrealized appreciation in the value of such property to be treated as a newly
placed in service asset. If the Internal Revenue Service successfully challenged
our method for depreciating or amortizing the Section 743(b) adjustment, the
uniformity of units might be affected, and the gain from the sale of units might
be increased without the benefit of additional deductions.
In addition, recently proposed regulations would allow a unitholder
disposing of units, who can identify units transferred with an ascertainable
holding period, to use the actual holding period of the units transferred, but
indicate that the unitholder would maintain a single adjusted tax basis in his
units. The Internal Revenue Service has previously ruled that partners in a
partnership must maintain a single adjusted basis for their interests. It is not
clear how the ruling applies to partners in a publicly traded partnership. If
the ruling applies to us or the proposed regulations are finalized in their
current form, a unitholder would be unable to select high or low basis units to
sell as would be the case with corporate stock. A unitholder considering the
purchase of additional units or a sale of units purchased in separate
transactions should consult his tax advisor as to the possible consequences of
this ruling and application of the proposed regulations.
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PLAN OF DISTRIBUTION
We are registering the common units on behalf of the selling unitholders.
We will bear all costs, expenses and fees in connection with the registration of
the common units. The selling unitholders will bear their respective brokerage
commissions and similar selling expenses, if any, attributable to the sale of
their common units. All or part of the common units may be offered by the
selling unitholders from time to time in transactions on the New York Stock
Exchange, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The methods by which the common units may be sold or
distributed may include, but not be limited to, the following:
- purchases by a broker or dealer as principal and resale by such broker or
dealer for its account;
- an exchange distribution in accordance with the rules of such exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- privately negotiated transactions;
- a cross or block trade in which the broker or dealer so engaged will
attempt to sell the common units as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
- short sales, short sales against the box, puts and calls and other
transactions in our securities or derivatives thereof, in connection with
which the selling unitholder may sell and deliver the common units;
- short sales or borrowings, returns and reborrowings of the common units
pursuant to stock loan agreements to settle short sales;
- delivery in connection with the issuance of securities by issuers, other
than us, that are exchangeable for (whether optional or mandatory), or
payable in, such common units (whether such securities are listed on a
national securities exchange or otherwise) or pursuant to which such
common units may be distributed; and
- a combination of such methods of sale or distribution.
The selling unitholders may also sell such common units in accordance with
Rule 144 under the Securities Act.
In effecting sales, brokers or dealers engaged by the selling unitholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the selling unitholders or from the
purchasers in amounts to be negotiated immediately prior to the sale.
If underwriters are used in the sale, the common units will be acquired by
the underwriters for their own account. The underwriters may resell the common
units in one or more transactions, including negotiated transactions at a fixed
public offering price or at varying prices determined at the time of sale. Any
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time. If we are notified that
underwriters are involved, the names of the underwriters, if any, with respect
to any such offering and the terms of the transactions, including any
underwriting discounts, concessions or commissions and other items constituting
compensation of the underwriters and broker-dealers, if any, will be set forth
in a supplement to this prospectus relating to that offering. The obligations of
the underwriters to purchase the common units will be subject to specified
conditions, and the underwriters will be obligated to purchase all of the common
units specified in such supplement if any are purchased.
This prospectus may also be used by donees of the selling unitholders or
other persons acquiring common units, including brokers who borrow the common
units to settle short sales of common units, and who wish to offer and sell such
common units under circumstances requiring or making
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desirable its use. From time to time selling unitholders may pledge their common
units pursuant to the margin provisions of their respective customer agreements
with respective brokers or otherwise. Upon a default by a selling unitholder,
the broker or pledgee may offer and sell the pledged common units from time to
time.
The selling unitholders and any broker-dealers who act in connection with
the sale of common units hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act, and any commissions received by them and
any profit on the resale of the common units as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. We have advised
the selling unitholders that because they may be deemed to be underwriters, the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales.
We have agreed to indemnify the several selling unitholders and their
respective affiliates against certain liabilities, including liabilities under
the Securities Act, or to contribute to payments they may be required to make in
respect thereof. The selling unitholders have agreed, severally, to indemnify us
and our affiliates against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments we and our affiliates may be
required to make in respect thereof based on information supplied to us by the
respective selling unitholder.
LEGAL MATTERS
The validity of the common units offered under this prospectus has been
passed upon for us by Bracewell & Patterson, L.L.P., Houston, Texas.
EXPERTS
The historical financial statements incorporated by reference in this
registration statement have been audited by various independent accountants. The
organizations and periods covered by these audits are indicated in the
individual accountants' independent auditors' reports. Such financial statements
have been so included in reliance on the reports of the various independent
accountants given on the authority of such firms as experts in auditing and
accounting.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. The SEC allows us to incorporate by reference
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information as well as the information included in this
prospectus. We incorporate by reference the following documents:
- Our annual report on Form 10-K for the year ended December 31, 1999;
- Our quarterly report on Form 10-Q for the quarter ended March 31, 2000;
- Our current report on Form 8-K filed on April 3, 2000;
- Our current report on Form 8-K filed on March 31, 2000;
- Our current report on Form 8-K/A filed on March 28, 2000;
- The description of the common units in our registration statement on Form
S-1 (Registration No. 33-48142) filed on June 1, 1992 and any amendments
or reports filed to update the description; and
- All documents filed with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act between the date of this prospectus and the sale of
all of the common units.
You may read and copy any document we file at the SEC's public reference
rooms located at:
- 450 Fifth Street, N.W.
Washington, D.C. 20549
- Seven World Trade Center
New York, New York 10048
- Northwest Atrium Center
500 West Madison Street
Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms and their copy charges. Our SEC filings are also available to
the public on the SEC's Web site at http://www.sec.gov and through the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which our limited
partner interests are listed.
You may request a copy of any document incorporated by reference in this
prospectus (in most cases, without exhibits), without charge, by request
directed to us at the following address and telephone number:
Kinder Morgan Energy Partners, L.P.
Investor Relations Department
1301 McKinney, Suite 3400
Houston, Texas 77010
(713) 844-9500
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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated in this prospectus by
reference include forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. These forward-looking
statements are identified as any statement that does not relate strictly to
historical or current facts. They use words such as "anticipate," "believe,"
"intend," "plan," "projection," "forecast," "strategy," "position," "continue,"
"estimate," "expect," "may," "will," or the negative of those terms or other
variations of them or by comparable terminology. In particular, statements,
express or implied, concerning future operating results or the ability to
generate sales, income or cash flow are forward-looking statements.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. The future results of our operations may
differ materially from those expressed in these forward-looking statements. Many
of the factors that will determine these results are beyond our ability to
control or predict. Specific factors which could cause actual results to differ
from those in the forward-looking statements, include:
- price trends and overall demand for natural gas liquids, refined
petroleum products, carbon dioxide, natural gas, coal and other bulk
materials in the United States. Economic activity, weather, alternative
energy sources, conservation and technological advances may affect price
trends and demand;
- changes in our tariff rates implemented by the Federal Energy Regulatory
Commission or the California Public Utilities Commission;
- our ability to integrate any acquired operations into our existing
operations;
- any difficulties or delays experienced by railroads in delivering
products to the bulk terminals;
- our ability to successfully identify and close strategic acquisitions and
make cost saving changes in operations;
- shut-downs or cutbacks at major refineries, petrochemical plants,
utilities, military bases or other businesses that use our services;
- the condition of the capital markets and equity markets in the United
States; and
- the political and economic stability of the oil producing nations of the
world.
You should not put undue reliance on any forward-looking statements.
See Items 1 and 2 "Business and Properties - Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, for a more
detailed description of these and other factors that may affect the
forward-looking statements. When considering forward-looking statements, one
should keep in mind these risk factors. We disclaim any obligation to update the
above list or to announce publicly the result of any revisions to any of the
forward-looking statements to reflect future events or developments.
In addition, our classification as a partnership for federal income tax
purposes means that we do not generally pay federal income taxes on our net
income. We do, however, pay taxes on the net income of subsidiaries that are
corporations. We are relying on a legal opinion from our counsel, and not a
ruling from the Internal Revenue Service, as to our proper classification for
federal income tax purposes. See Items 1 and 2 "Business and Properties - Tax
Treatment of Publicly Traded Partnerships Under the Internal Revenue Code" of
our Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be incurred by Kinder Morgan
Energy Partners, L.P. in connection with the issuance and distribution of the
common units being registered. All amounts except the registration fee are
estimated.
<TABLE>
<S> <C>
Registration Fee............................................ $ 5,988
Legal Fees and Expenses..................................... 10,000
Accounting Fees............................................. 10,000
Printing Fees............................................... 5,000
Miscellaneous............................................... 4,012
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Total............................................. $35,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Partnership Agreement for Kinder Morgan Energy Partners, L.P. ("Kinder
Morgan Energy Partners") provides that Kinder Morgan Energy Partners will
indemnify any person who is or was an officer or director of Kinder Morgan G.P.,
Inc. (the "KM General Partner") or any departing partner, to the fullest extent
permitted by law. In addition, Kinder Morgan Energy Partners may indemnify, to
the extent deemed advisable by the KM General Partner and to the fullest extent
permitted by law, any person who is or was serving at the request of the KM
General Partner or any affiliate of the KM General Partner or any departing
partner as an officer or director of the KM General Partner, a departing partner
or any of their Affiliates (as defined in Kinder Morgan Energy Partners
Partnership Agreement) ("Indemnitees") from and against any and all losses,
claims, damages, liabilities (joint or several), expenses (including, without
limitation, legal fees and expenses), judgement, fines, settlements and other
amounts arising from any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an officer or director or a person serving
at the request of Kinder Morgan Energy Partners in another entity in a similar
capacity, provided that in each case the Indemnitee acted in good faith and in a
manner which such Indemnitee believed to be in or not opposed to the best
interests of Kinder Morgan Energy Partners and, with respect to any criminal
proceeding, had no reasonable cause to believe its conduct was unlawful. Any
indemnification under these provisions will be only out of the assets of Kinder
Morgan Energy Partners and the KM General Partner shall not be personally liable
for, or have any obligation to contribute or loan funds or assets to Kinder
Morgan Energy Partners to enable it to effectuate such indemnification. Kinder
Morgan Energy Partners is authorized to purchase (or to reimburse the KM General
Partner or its affiliates for the cost of) insurance against liabilities
asserted against and expenses incurred by such person to indemnify such person
against such liabilities under the provisions described above.
Article XII(c) of the Certificate of Incorporation of the KM General
Partner (the "Corporation" therein), contains the following provisions relating
to indemnification of directors and officers:
"(c) Each director and each officer of the corporation (and such
holder's heirs, executors and administrators) shall be indemnified by the
corporation against expenses reasonably incurred by him in connection with
any claim made against him or any action, suit or proceeding to which he
may be made a party, by reason of such holder being or having
II-1
<PAGE> 14
been a director or officer of the corporation (whether or not he continues
to be a director or officer of the corporation at the time of incurring
such expenses), except in cases where the claim made against him shall be
admitted by him to be just, and except in cases where such action, suit or
proceeding shall be settled prior to adjudication by payment of all or a
substantial portion of the amount claimed, and except in cases in which he
shall be adjudged in such action, suit or proceeding to be liable or to
have been derelict in the performance of such holder's duty as such
director or officer. Such right of indemnification shall not be exclusive
of other rights to which he may be entitled as a matter of law."
Richard D. Kinder, the Chairman of the Board of Directors and Chief
Executive Officer of the KM General Partner, and William V. Morgan, a Director
and Vice Chairman of the KM General Partner, are also officers and directors of
Kinder Morgan, Inc. and are entitled to similar indemnification from Kinder
Morgan, Inc. pursuant to Kinder Morgan, Inc.'s certificate of incorporation and
bylaws.
II-2
<PAGE> 15
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.1 -- Form of certificate representing the common units of
Kinder Morgan Energy Partners (filed as Exhibit 4 to
Kinder Morgan Energy Partners' registration statement on
Form S-1 (Registration No. 33-48142) and incorporated
herein by reference).
5* -- Opinion of Bracewell & Patterson, L.L.P. as to the
legality of the notes being offered.
23.1* -- Consent of Bracewell & Patterson, L.L.P. (including in
their opinion filed as Exhibit 5 hereto).
23.2* -- Consent of PricewaterhouseCoopers LLP.
23.3* -- Consent of Arthur Andersen LLP.
24* -- Powers of attorney.
27 -- Financial Data Schedule (filed as an exhibit to Kinder
Morgan Energy Partners' Annual Report on Form 10-K for
the year ended December 31, 1999 and incorporated herein
by reference).
</TABLE>
- ---------------
* Previously filed.
(b) Financial Statement Schedules
No financial statement schedules are included herein. All other schedules
for which provision is made in the applicable accounting regulation of the
Commission are not required under the related instructions, are inapplicable, or
the information is included in the consolidated financial statements, and have
therefore been omitted.
(c) Reports, Opinions, and Appraisals
The following reports, opinions, and appraisals are included herein.
None
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
II-3
<PAGE> 16
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on May 19, 2000.
KINDER MORGAN ENERGY PARTNERS, L.P.
(A Delaware Limited Partnership)
By: KINDER MORGAN G.P., INC.,
as General Partner
By: /s/ JOSEPH LISTENGART
----------------------------------
Joseph Listengart
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the indicated capacities on May 19, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RICHARD D. KINDER Director, Chairman of the Board and Chief
- ----------------------------------------------------- Executive Officer of Kinder Morgan G.P.,
Richard D. Kinder Inc. (Principal Executive Officer)
/s/ WILLIAM V. MORGAN* Director, Vice Chairman of the Board and
- ----------------------------------------------------- President of Kinder Morgan G.P., Inc.
William V. Morgan
/s/ GARY L. HULTQUIST* Director of Kinder Morgan G.P., Inc.
- -----------------------------------------------------
Gary L. Hultquist
/s/ EDWARD O. GAYLORD* Director of Kinder Morgan G.P., Inc.
- -----------------------------------------------------
Edward O. Gaylord
/s/ C. PARK SHAPER Vice President, Treasurer and Chief
- ----------------------------------------------------- Financial Officer of Kinder Morgan G.P.,
C. Park Shaper Inc. (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
*By: /s/ JOSEPH LISTENGART
-------------------------------
Joseph Listengart
(Attorney-in-fact
for persons indicated)
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.1 -- Form of certificate representing the common units of
Kinder Morgan Energy Partners (filed as Exhibit 4 to
Kinder Morgan Energy Partners' registration statement on
Form S-1 (Registration No. 33-48142) and incorporated
herein by reference).
5* -- Opinion of Bracewell & Patterson, L.L.P. as to the
legality of the notes being offered.
23.1* -- Consent of Bracewell & Patterson, L.L.P. (including in
their opinion filed as Exhibit 5 hereto).
23.2* -- Consent of PricewaterhouseCoopers LLP.
23.3* -- Consent of Arthur Andersen LLP.
24* -- Powers of attorney.
27 -- Financial Data Schedule (filed as an exhibit to Kinder
Morgan Energy Partners' Annual Report on Form 10-K for
the year ended December 31, 1999 and incorporated herein
by reference).
</TABLE>
- ---------------
* Previously filed.
II-6
