-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fx+CykzVtrvOR04IK2ZSah7T6gymuRzzIEzrEvTicpEjUSaUs5VGRn82POVOLpgJ pEQIkQ5JdYQ8F/h0xPLJqw== 0000950123-06-011332.txt : 20060907 0000950123-06-011332.hdr.sgml : 20060907 20060907164848 ACCESSION NUMBER: 0000950123-06-011332 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060907 DATE AS OF CHANGE: 20060907 GROUP MEMBERS: AIG FINANCIAL PRODUCTS CORP. GROUP MEMBERS: AIG KNIGHT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN INC CENTRAL INDEX KEY: 0000054502 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 480290000 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11513 FILM NUMBER: 061079687 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: K N ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KN ENERGY INC DATE OF NAME CHANGE: 19920430 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS NEBRASKA NATURAL GAS CO INC DATE OF NAME CHANGE: 19830403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13D 1 y24812sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 KINDER MORGAN, INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $5 PER SHARE (TITLE OF CLASS OF SECURITIES) 49455P101 (CUSIP NUMBER) KATHLEEN E. SHANNON SENIOR VICE PRESIDENT AND SECRETARY AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET NEW YORK, NEW YORK (212) 770-7000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) AUGUST 28, 2006 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX: [ ] (CONTINUED ON THE FOLLOWING PAGE) - -------------------- CUSIP NO. 49455P101 - -------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person American International Group, Inc. (I.R.S. Identification No. 13-2592361) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [X] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 145,118 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 145,118 ----------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 145,118 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.1% - -------------------------------------------------------------------------------- (14) Type of Reporting Person HC, CO - -------------------------------------------------------------------------------- - -------------------- CUSIP NO. 49455P101 - -------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person AIG Financial Products Corp. (I.R.S. Identification No. 13-3389410) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [X] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 0 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 0 ----------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.0% - -------------------------------------------------------------------------------- (14) Type of Reporting Person CO - -------------------------------------------------------------------------------- - -------------------- CUSIP NO. 49455P101 - -------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person: None. AIG Knight LLC - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Organized in the State of Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 0 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 0 ----------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.0% - -------------------------------------------------------------------------------- (14) Type of Reporting Person OO - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $5.00 per share (the "Common Stock"), of Kinder Morgan, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 500 Dallas Street, Suite 1000, Houston, Texas 77002. Item 2. Identity and Background. General This Schedule 13D is being filed by American International Group, Inc. ("AIG"), AIG Financial Products Corp. ("AIGFP") and AIG Knight LLC ("AIG Knight" and together with AIG and AIGFP, the "Reporting Persons"). In addition, the 145,118 shares of Common Stock owned by AIG represent shares held by certain investment advisor subsidiaries of AIG on behalf of their clients and by National Union Fire Insurance Company of Pittsburgh, Pa. and The Hartford Steam Boiler Inspection and Insurance Company, each of which is a wholly-owned subsidiary of AIG. AIG, a Delaware corporation, is a holding company which, through its subsidiaries, is primarily engaged in a broad range of insurance and insurance-related activities in the United States and abroad. AIG's primary activities include both general and life insurance and retirement services operations. Other significant activities include financial services and asset management. AIGFP, a Delaware corporation and wholly-owned subsidiary of AIG, engages as principal, directly and through its subsidiaries and other AIG-owned companies under its management, in standard and customized interest rate, currency, equity, commodity, energy and credit products with counterparties throughout the world and also raises funds through municipal reinvestment contracts and other private and public security offerings, investing the proceeds in a diversified portfolio of high grade securities and derivative transactions. AIG Knight, a Delaware limited liability company and wholly-owned subsidiary of AIGFP, was formed for the purpose of holding AIG's investment in Knight Holdco LLC (defined below). AIG may determine in the future to distribute ownership interests in AIG Knight or its interest in Parent (as defined below) to AIG subsidiaries and funds or investment vehicles sponsored or managed by AIG or AIG subsidiaries, in addition to AIGFP. The principal executive offices of AIG are located at 70 Pine Street, New York, New York 10270; AIGFP and AIG Knight LLC are located at 50 Danbury Road, Wilton, Connecticut 06897. Starr International Company, Inc., a Panamanian corporation ("SICO"), has the sole power to vote and direct the disposition of 307,911,552 shares of common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared power to direct the disposition of 2,202,603 AIG Shares held by Universal Foundation, Inc., a Panamanian corporation ("Universal Foundation"). Universal Foundation has the sole power to vote such 2,202,603 AIG Shares. C.V. Starr & Co., Inc. a Delaware corporation ("Starr"), has the shared power to vote and direct the disposition of 41,277,246 AIG Shares (18,644,278 of which are held by the C.V. Starr & Co., Inc. Trust ("Starr Trust"), of which Starr is a beneficiary). Maurice R. Greenberg, a United States citizen, has the sole power to vote and direct the disposition of 2,902,886 AIG Shares, which may be acquired pursuant to stock options previously granted by AIG to Mr. Greenberg as a then officer and director of AIG. Mr. Greenberg has shared power to vote and direct the disposition of 79,388,082 AIG Shares, 18,120,666 of which are held as a tenant in common with Mr. Greenberg's wife, 108,663 of which are held in family trusts of which Mr. Greenberg is a trustee, 41,277,246 of which are held by Starr (18,644,278 shares of which are held by the Starr Trust, for which Starr is a beneficiary and Mr. Greenberg is a trustee), 381,507 of which are held by the Maurice R. and Corinne P. Greenberg Family Foundation, Inc., a New York not-for-profit corporation (the "Greenberg Foundation"), of which Mr. Greenberg, his wife and family members are directors and 20,000,000 of which are held by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a Florida limited liability company (the "Greenberg Joint Tenancy Company"), of which the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc. (the "Greenberg Joint Tenancy Corporation") is the sole and managing member. Mr. Greenberg owns 24.08% of the voting common stock of Starr directly. The Greenberg Foundation has the shared power to vote and direct the disposition of such 381,507 AIG Shares. The Greenberg Joint Tenancy Company has the shared power to vote and direct the disposition of such 20,000,000 AIG Shares. Edward E. Matthews, a United States citizen, has the sole power to vote and direct the disposition of 729,320 AIG Shares, 306,820 of which are held directly by Mr. Matthews and 422,500 of which may be acquired pursuant to stock options previously granted by AIG to Mr. Matthews as a then officer and director of AIG. Mr. Matthews has shared power to vote and direct the disposition of 18,667,378 AIG Shares, 23,100 of which are held by Mr. Matthews' wife and 18,644,278 of which are held by the Starr Trust, for which Starr is a beneficiary and Mr. Matthews is a trustee. The principal executive offices of SICO are located at Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland and it also maintains an office at Mercury House, 101 Front Street, Hamilton HM12, Bermuda. The principal executive offices of Starr and the Greenberg Foundation are located at 399 Park Avenue, 17th Floor, New York, New York 10022. The principal executive offices of Universal Foundation are located at Mercury House, 101 Front Street, Hamilton HM 12, Bermuda. The principal executive offices of the Greenberg Joint Tenancy Company are located at 35 Ocean Reef Drive, Key Largo, Florida 33037. The names of the directors and executive officers ("Covered Persons") of AIG, AIGFP, AIG Knight, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company, their business addresses and principal occupations, including the business addresses and principal occupations of Messrs. Greenberg and Matthews, are set forth in Exhibit A attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for Messrs. Greenberg and Matthews and each other Covered Person is also the address of the principal employer of such person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Sullivan, Tse and Walsh, who are British Subjects, Mr. Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A. Frenkel, who is a citizen of the State of Israel and the Republic of Poland, Messrs. Bridgwater, Forster, Pentland and Osborne and Ms. Barclay and Ms. Barnes, who are citizens of the United Kingdom, Messrs. Zalamea and Colayco and Ms. Fernando, who are citizens of the Republic of the Philippines, Mr. Gabriele, who is a citizen of the Republic of Italy, and Mr. Micottis, who is a citizen of the Republic of France. All information provided in this Schedule 13D (including, without limitation, in this Item 2 and Exhibit A to this Schedule 13D) with respect to Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation, and the Greenberg Joint Tenancy Company and their respective directors and executive officers is provided based solely on the information set forth in the most recent amendment to Schedule 13D relating to AIG Shares filed on May 26, 2006 on behalf of Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company. This information has not been updated to reflect changes in the ownership by such parties of AIG Shares that are disclosed in filings made by one or more of such parties under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In each case, such information may not be accurate or complete and AIG takes no responsibility therefor and makes no representation to its accuracy or completeness as of the date hereof or any subsequent date. 2006 Regulatory Settlements In February 2006, AIG reached a final settlement with the Securities and Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"), the Office of the New York Attorney General ("NYAG") and the New York State Department of Insurance ("DOI"). The settlements resolved outstanding litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these authorities and the DOJ in connection with the accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment on February 9, 2006: (a) permanently restraining and enjoining AIG from violating Section 17(a) of the Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 of the Exchange Act; (b) ordering AIG to pay disgorgement in the amount of $700 million; and (c) ordering AIG to pay a civil penalty in the amount of $100 million. These amounts have been paid into a fund under the supervision of the SEC to be available to resolve claims asserted in various civil proceedings, including shareholder lawsuits. In February 2006, AIG and the DOJ entered into a letter agreement. In the letter agreement, the DOJ notified AIG that in its view, AIG, acting through some of its employees, violated federal criminal law in connection with misstatements in periodic financial reports that AIG filed with the SEC between 2000 and 2004 relating to certain transactions. The settlement with the DOJ consists of, among other things, AIG's cooperating with the DOJ in the DOJ's ongoing criminal investigation, accepting responsibility for certain of its actions and those of its employees relating to these transactions and paying $25 million. Effective February 9, 2006, AIG entered into agreements with the NYAG and the DOI, settling claims under New York's Martin Act and insurance laws, among other provisions, which were originally brought by the NYAG and the DOI in a civil complaint filed on May 26, 2005. Under the agreements, $375 million was paid into a fund under the supervision of the NYAG and the DOI to be available principally to pay certain AIG insureds who purchased excess casualty policies through Marsh & McLennan Companies, Inc. or Marsh Inc. In addition, approximately $343 million will be used to compensate participating state funds in connection with the underpayment of certain workers compensation premium taxes and other assessments. In addition, AIG paid $100 million as a fine to the State of New York. As part of these settlements, AIG has agreed to retain for a period of three years an independent consultant who will conduct a review that will include the adequacy of AIG's internal controls over financial reporting and the remediation plan that AIG has implemented as a result of its own internal review. PNC Settlement In November 2004, AIG and AIGFP, a subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of the DOJ and the United States Attorney for the Southern District of Indiana with respect to issues arising from certain structured transactions entered into with Brightpoint, Inc. and the PNC Financial Services Group, Inc. ("PNC"), the marketing of transactions similar to the PNC transactions and related matters. As part of the settlement, the SEC filed against AIG a civil complaint, based on the conduct of AIG primarily through AIGFP, alleging violations of certain antifraud provisions of the federal securities laws and for aiding and abetting violations of reporting and record keeping provisions of those laws. AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment permanently enjoining it and its employees and related persons from violating certain provisions of the Exchange Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it received from the PNC transactions and providing for AIG to establish a transaction review committee to review the appropriateness of certain future transactions and to retain an independent consultant to examine certain transactions entered into between 2000 and 2004 and review the policies and procedures of the transaction review committee. The DOJ filed against AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a wholly-owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC violated federal securities laws by aiding and abetting securities law violations by PNC, in connection with a transaction entered into in 2001 with PNC that was intended to enable PNC to remove certain assets from its balance sheet. The settlement with the DOJ consists of separate agreements with AIG and AIGFP and a complaint filed against, and deferred prosecution agreement with, AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary penalty of $80 million. On January 17, 2006, the court approved an order dismissing the complaint with prejudice and AIGFP PAGIC has since been dissolved. The obligations of AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to cooperating with the DOJ and other federal agencies in connection with their related investigations. Except as set forth above in this Item 2, during the last five years, none of the Reporting Persons, nor, to the knowledge of each of the Reporting Persons, any of the executive officers and directors of the Reporting Persons (as listed in Exhibit A), (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons have entered into a Joint Filing Agreement, dated as of September 7, 2006, a copy of which is attached hereto as Exhibit B. Item 3. Source and Amount of Funds or Other Consideration. The aggregate value of the transactions (the "Transactions") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 28, 2006, among Knight Holdco LLC, a Delaware limited liability company ("Parent"), Knight Acquisition Co., a Kansas corporation ("Merger Sub"), and the Issuer, which are described in Item 4 below, including debt incurred or to remain outstanding in connection with the Transactions, is approximately $22.4 billion. In separate Equity Commitment Letters, dated August 28, 2006 (the "Equity Commitment Letters"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V GmbH & Co. KG ("GS Germany"), GS Capital Partners V Institutional, L.P. ("GS Institutional"), GS Global Infrastructure Partners I, L.P. ("GS Infrastructure"), The Goldman Sachs Group, Inc. ("GS Group"), Carlyle Partners IV, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P. and AIG Knight (collectively, the "Sponsors") agreed, subject to certain conditions, to contribute an aggregate of approximately $5.5 billion in cash to Parent in exchange for Class A units of Parent, solely for the purpose of funding the merger consideration pursuant to the Merger Agreement and to pay related expenses. The amounts under the Equity Commitment Letters may be reduced in the event of receipt of additional equity rollover or cash contributions from certain management or directors of the Issuer. This summary of the Equity Commitment Letters does not purport to be complete and is qualified in its entirety by reference to the Equity Commitment Letters, which are referenced herein as Exhibits C through K and incorporated by reference in their entirety into this Item 3. In addition, Richard Kinder, the Chairman of the Board of Directors and Chief Executive Officer of the Issuer, entered into a Rollover Equity Commitment Letter, dated as of August 28, 2006 (the "Rollover Equity Commitment Letter"), pursuant to which Mr. Kinder agreed, subject to certain conditions, to contribute up to approximately 23,994,827 shares of Common Stock to Parent (together with any rollover shares committed after the date hereof by management or directors of the Issuer, the "Rollover Shares") in exchange for Class A units of Parent. This summary of the Rollover Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Rollover Equity Commitment Letter, which is referenced herein as Exhibit L and incorporated by reference in its entirety into this Item 3. The total equity to be contributed by the Sponsors, Mr. Kinder and the other members of management or directors of the Issuer, either through cash or the contribution of Rollover Shares, is approximately $7.9 billion. In addition, Merger Sub received a Debt Commitment Letter from Goldman Sachs Credit Partners, L.P., Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC, Merrill Lynch Capital Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Lenders"), dated as of July 18, 2006 (the "Debt Commitment Letter"), pursuant to which the Lenders committed to provide, subject to certain conditions, up to $8.6 billion in debt financing, through a combination of term loan facilities and a $1.0 billion senior secured credit facility (which will replace the existing $800 million unsecured facility of the Issuer), which financing will be used to fund the merger consideration under the Merger Agreement, pay certain expenses, refinance maturing debt, and for general corporate purposes for the operation of the Issuer following the closing of the Transactions. This summary of the Debt Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Debt Commitment Letter, which is referenced herein as Exhibit M and incorporated by reference in its entirety into this Item 3. Total funded indebtedness of the Issuer following the consummation of the Transactions is expected to be approximately $14.5 billion. The existing senior indebtedness of the Issuer and Kinder Morgan Finance Company, ULC is expected to be equally and ratably secured with the new debt financing described above. Finally, in separate Guarantees, each dated as of August 28, 2006 (the "Guarantee Agreements"), each of GS Capital, GS Infrastructure, Carlyle Partners IV, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P. and AIGFP unconditionally and irrevocably guaranteed to the Issuer, subject to certain conditions, a portion of Parent and Merger Sub's payment obligations under the Merger Agreement, subject to certain caps. This summary of the Guarantee Agreements does not purport to be complete and is qualified in its entirety by reference to the Guarantee Agreements, which are referenced herein as Exhibits N through R and incorporated by reference in their entirety into this Item 3. Item 4. Purpose of Transaction. On August 28, 2006, the Issuer announced in a Press Release (the "Press Release") that it had entered into the Merger Agreement, pursuant to which all of the outstanding shares of Common Stock (other than any Rollover Shares) would be converted into the right to receive $107.50 per share in cash. The foregoing summary of the Press Release and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Press Release and the Merger Agreement, each of which are referenced herein as Exhibit S and Exhibit T, respectively, and incorporated by reference in their entirety into this Item 4. In connection with the Transactions, Mr. Kinder entered into a Voting Agreement with Parent and Merger Sub, dated as of August 28, 2006 (the "Voting Agreement"), pursuant to which Mr. Kinder agreed, subject to certain conditions, to vote his Common Stock in favor of the adoption of the Merger Agreement and against any competing takeover proposal that may be submitted by the Issuer for a vote of its stockholders. This summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is referenced herein as Exhibit U and incorporated by reference in its entirety into this Item 4. The Sponsors and Mr. Kinder entered into a Limited Liability Company Agreement of Parent, dated as of August 28, 2006 (the "Interim LLC Agreement"), which will govern their conduct in respect of the Transactions between the time of the signing of the Merger Agreement and the effective time of the merger contemplated thereby or the termination of the Merger Agreement, whichever is earlier, including matters such as determining whether any closing condition contained in the Merger Agreement has been satisfied or shall be waived by Parent or Merger Sub. This summary of the Interim LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the Interim LLC Agreement, which is referenced herein as Exhibit V and incorporated by reference in its entirety into this Item 4. The purpose of the Transactions is to acquire all of the outstanding Common Stock (other than Rollover Shares). If the Transactions are consummated, the Common Stock will be delisted from the New York Stock Exchange and will cease to be registered under the Exchange Act, and the Issuer will be privately held by the Sponsors, Mr. Kinder, and certain members of the Issuer's management who elect to participate in the Transactions. The Reporting Persons may at any time, or from time to time, acquire additional shares of Common Stock or dispose of their shares of Common Stock. The Merger Agreement and the transactions contemplated thereby could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present board of directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer's securities from the New York Stock Exchange, and the causing of a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of the Reporting Persons are expected to take actions in furtherance of the Merger Agreement (including any amendment thereof) and the transactions contemplated thereby. Item 5. Interest in Securities of the Issuer. (a) Each Reporting Person's current ownership interests in the Issuer and the Common Stock of the Issuer is set forth on the cover pages to this Schedule 13D and is incorporated by reference herein. The ownership percentages appearing on such pages have been calculated based on a total of 133,921,582 shares, which is the number of shares of Common Stock of the Issuer outstanding as of July 31, 2006 as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, as filed with the Securities and Exchange Commission on August 8, 2006. As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to constitute a "group", within the meaning of Section 13(d)(3) of the Exchange Act, with, among others, Mr. Kinder. The Reporting Persons do not have affirmative information about any shares that may be beneficially owned by such other persons, other than the 23,994,827 shares of Common Stock reported as beneficially owned by Mr. Kinder in his Schedule 13D, filed with the SEC on May 30, 2006. Each Reporting Person hereby disclaims membership in any "group" with any person other than the Reporting Persons, and disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, Mr. Kinder. (b) AIG has shared voting and dispositive power as to the shares of Common Stock owned by AIG. (c) Each of the Reporting Persons and, to the best of their knowledge, the executive officers and directors of the Reporting Persons (as listed in Exhibit A) have not engaged in any transactions in the Common Stock of the Issuer during the past sixty days. None of the Reporting Persons has any available information regarding transactions in the Common Stock of the Issuer by Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company or their respective directors and executive officers. (d) - (e) Not applicable. Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Items 3, 4 and 5 above is incorporated by reference in its entirety into this Item 6. Item 7. Materials to be Filed as Exhibits. (A) List of the Directors and Executive Officers of American International Group, Inc., AIG Financial Products Corp., AIG Knight LLC, Starr International Company, Inc., C.V. Starr & Co., Inc., Universal Foundation, Inc., The Maurice R. and Corrine P. Greenberg Family Foundation, Inc. and The Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc. their business addresses and principal occupations. (B) Joint Filing Agreement, dated as of September 7, 2006, among American International Group, Inc., AIG Financial Products Corp. and AIG Knight LLC. (C) GS Capital Partners V Fund, L.P. Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.01 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (D) GS Capital Partners V Offshore Fund, L.P. Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.02 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (E) GS Capital Partners V GmbH & CO. KG Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.03 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (F) GS Capital Partners V Institutional, L.P. Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.04 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (G) GS Global Infrastructure Partners I, L.P. Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.05 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (H) The Goldman Sachs Group, Inc. Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.06 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (I) Carlyle Partners IV, L.P. Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.07 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (J) Carlyle/Riverstone Global Energy and Power Fund III, L.P. Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.08 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (K) AIG Knight LLC Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.09 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (L) Rollover Equity Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.10 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (M) Debt Commitment Letter, dated July 18, 2006 (incorporated by reference to Exhibit 7.11 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (N) GS Capital Partners V Fund, L.P. Guarantee Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.12 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (O) GS Global Infrastructure Partners I, L.P. Guarantee Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.13 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (P) Carlyle Partners IV, L.P. Guarantee Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.14 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (Q) Carlyle/Riverstone Global Energy and Power Fund III, L.P. Guarantee Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.15 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (R) AIG Financial Products Corp. Guarantee Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.16 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (S) Press Release, dated August 28, 2006 (incorporated by reference to Exhibit 7.17 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (T) Agreement and Plan of Merger, dated as of August 28, 2006, by and among Knight Holdco LLC, Knight Acquisition Co., and Kinder Morgan, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Mr. Kinder with the SEC on August 28, 2006). (U) Voting Agreement, dated as of August 28, 2006, by and between Knight Holdco LLC, Knight Acquisition Co., and Richard Kinder (incorporated by reference to Exhibit 7.19 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). (V) Limited Liability Agreement of Knight Holdco LLC, dated as of August 28, 2006, by and among GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P., The Goldman Sachs Group, Inc., Carlyle Partners IV, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P., AIG Knight LLC and Richard Kinder (incorporated by reference to Exhibit 7.20 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: September 7, 2006 AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon -------------------------------------- Name: Kathleen E. Shannon Title: Senior Vice President and Secretary AIG FINANCIAL PRODUCTS CORP. By: /s/ Douglas L. Poling ------------------------------------ Name: Douglas L. Poling Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary AIG KNIGHT LLC By: /s/ Douglas L. Poling ------------------------------------ Name: Douglas L. Poling Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary EXHIBIT INDEX
Exhibit No. Description Location - ----------- ----------- -------- A. List of the Directors and Executive Officers of American Filed herewith. International Group, Inc., AIG Financial Products Corp., AIG Knight LLC, Starr International Company, Inc., C.V. Starr & Co., Inc., Universal Foundation, Inc., The Maurice R. and Corrine P. Greenberg Family Foundation, Inc. and The Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc. their business addresses and principal occupations. B. Joint Filing Agreement, dated as of September 7, 2006, among Filed herewith. American International Group, Inc., AIG Financial Products Corp. and AIG Knight LLC. C. GS Capital Partners V Fund, L.P. Equity Commitment Letter, dated Exhibit 7.01 of August 28, 2006. Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006 ("Kinder Schedule 13D/A") D. GS Capital Partners V Offshore Fund, L.P. Equity Commitment Exhibit 7.02 of Letter, dated August 28, 2006. Kinder Schedule 13D/A E. GS Capital Partners V GmbH & CO. KG Equity Commitment Letter, Exhibit 7.03 of dated August 28, 2006. Kinder Schedule 13D/A F. GS Capital Partners V Institutional, L.P. Equity Commitment Exhibit 7.04 of Letter, dated August 28, 2006. Kinder Schedule 13D/A G. GS Global Infrastructure Partners I, L.P. Equity Commitment Exhibit 7.05 of Letter, dated August 28, 2006. Kinder Schedule 13D/A H. The Goldman Sachs Group, Inc. Equity Commitment Letter, dated Exhibit 7.06 of August 28, 2006. Kinder Schedule 13D/A I. Carlyle Partners IV, L.P. Equity Commitment Letter, dated August Exhibit 7.07 of 28, 2006. Kinder Schedule 13D/A J. Carlyle/Riverstone Global Energy and Power Fund III, L.P. Equity Exhibit 7.08 of Commitment Letter, dated August 28, 2006. Kinder Schedule 13D/A K. AIG Knight LLC Equity Commitment Letter, dated August 28, 2006. Exhibit 7.09 of Kinder Schedule 13D/A L. Rollover Equity Commitment Letter, dated August 28, 2006. Exhibit 7.10 of Kinder Schedule 13D/A M. Debt Commitment Letter, dated July 18, 2006. Exhibit 7.11 of Kinder Schedule 13D/A
N. GS Capital Partners V Fund, L.P. Guarantee Letter, dated August Exhibit 7.12 of 28, 2006. Kinder Schedule 13D/A O. GS Global Infrastructure Partners I, L.P. Guarantee Letter, dated Exhibit 7.13 of August 28, 2006. Kinder Schedule 13D/A P. Carlyle Partners IV, L.P. Guarantee Letter, dated August 28, 2006. Exhibit 7.14 of Kinder Schedule 13D/A Q. Carlyle/Riverstone Global Energy and Power Fund III, L.P. Exhibit 7.15 of Guarantee Letter, dated August 28, 2006. Kinder Schedule 13D/A R. AIG Financial Products Corp. Guarantee Letter, dated August 28, Exhibit 7.16 of 2006. Kinder Schedule 13D/A S. Press Release, dated August 28, 2006. Exhibit 7.17 of Kinder Schedule 13D/A T. Agreement and Plan of Merger, dated as of August 28, 2006, by and Exhibit 2.1 of the among Knight Holdco LLC, Knight Acquisition Co., and Kinder Current Report on Morgan, Inc. Form 8-K filed by Mr. Kinder with the SEC on August 28, 2006. U. Voting Agreement, dated as of August 28, 2006, by and between Exhibit 7.19 of Knight Holdco LLC, Knight Acquisition Co., and Richard Kinder. Kinder Schedule 13D/A V. Limited Liability Agreement of Knight Holdco LLC, dated as of Exhibit 7.20 of August 28, 2006, by and among GS Capital Partners V Fund, L.P., GS Kinder Schedule 13D/A Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P., The Goldman Sachs Group, Inc., Carlyle Partners IV, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P., AIG Knight LLC and Richard Kinder.
EX-99.A 2 y24812exv99wa.txt LIST OF DIRECTORS AND EXECUTIVE OFFICERS . . . EXHIBIT A DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC. Pei-yuan Chia Director Retired Vice Chairman, Citicorp c/o 70 Pine Street, New York, New York and Citibank, N.A. 10270 Marshall A. Cohen Director Counsel, Cassels, Brock & Cassels, Brock & Blackwell, 40 King Street Blackwell West, 20th Floor, Toronto, Ontario M5H 3C2 Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc., University; President and CEO, 1050 Massachusetts Avenue, Cambridge, National Bureau of Economic Massachusetts 02138 Research Ellen V. Futter Director President, American Museum of American Museum of Natural History, Central Natural History Park West at 79th Street, New York, New York 10024 Steven L. Hammerman Director Retired; Former Deputy c/o 70 Pine Street, New York, New York Commissioner for Legal Matters 10270 for the New York Police Department and Vice Chairman, Merrill Lynch & Co., Inc. Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 1235 Avenue of the Americas, New York, New York, 10019 Fred H. Langhammer Director Chairman, Global Affairs and 767 Fifth Avenue, New York, New York 10153 Former Chief Executive Officer, The Estee Lauder Companies Inc. George L. Miles Director President and Chief Executive 4802 Fifth Avenue, Pittsburgh, Pennsylvania Officer, WQED Multimedia 15213 James F. Orr III Director Chairman of the Board of 420 Fifth Avenue, New York, New York 10018 Trustees, The Rockefeller Foundation Morris W. Offit Director Co-Chief Executive Officer, 65 East 55th Street, New York, New York Offit Hall Capital Management 10022 LLC Martin J. Sullivan Director and President and Chief Executive 70 Pine Street, New York, New York 10270 Executive Officer Officer Michael H. Sutton Director Consultant; Former Chief c/o 70 Pine Street, New York, New York Accountant of the United States 10270 Securities and Exchange Commission Edmund S.W. Tse Director and Senior Vice Chairman - Life American International Assurance Co., Ltd., Executive Officer Insurance 1 Stubbs Road, Hong Kong Robert B. Willumstad Director Former President and Chief 9 West 57th Street, New York, New York Operating Officer, Citigroup 10019 Inc. Frank G. Zarb Director Chairman, Frank Zarb Associates, 375 Park Avenue, New York, New York 10152 LLC; Senior Advisor, Hellman & Friedman LLC Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global Economic 70 Pine Street, New York, New York 10270 Strategies
Frank G. Wisner Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York 10270 Steven J. Bensinger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270 Financial Officer Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life 2929 Allen Parkway, Houston, Texas 77019 Insurance Kristian P. Moor Executive Officer Executive Vice President - 70 Pine Street, New York, New York 10270 Domestic General Insurance Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270 Investment Officer R. Kendall Nottingham Executive Officer Executive Vice President - Life 70 Pine Street, New York, New York 10270 Insurance Robert B. Sandler Executive Officer Executive Vice President - 70 Pine Street, New York, New York 10270 Domestic Personal Lines Nicholas C. Walsh Executive Officer Executive Vice President - 70 Pine Street, New York, New York 10270 Foreign General Insurance Jay S. Wintrob Executive Officer Executive Vice President - AIG Retirement Services, Inc., 1999 Avenue Retirement Services of the Stars, Los Angeles, California 90067 William N. Dooley Executive Director Senior Vice President - 70 Pine Street, New York, New York 10270 Financial Services Axel I. Freudmann Executive Officer Senior Vice President - Human 70 Pine Street, New York, New York 10270 Resources David L. Herzog Executive Officer Senior Vice President & 70 Pine Street, New York, New York 10270 Comptroller Robert E. Lewis Executive Officer Senior Vice President & 70 Pine Street, New York, New York 10270 Chief Risk Officer Michael E. Roemer Executive Officer Senior Vice President & Director 70 Pine Street, New York, New York 10270 of Internal Audit Brian T. Schreiber Executive Officer Senior Vice President - 70 Pine Street, New York, New York 10270 Strategic Planning Richard W. Scott Executive Officer Senior Vice President - 70 Pine Street, New York, New York 10270 Investments Kathleen E. Shannon Executive Officer Senior Vice President and 70 Pine Street, New York, New York 10270 Secretary Keith Duckett Executive Officer Vice President - Administration 70 Pine Street, New York, New York 10270 Robert A. Gender Executive Officer Vice President & Treasurer 70 Pine Street, New York, New York 10270 Charlene M. Hamrah Executive Officer Vice President & Director of 70 Pine Street, New York, New York 10270 Investor Relations Eric N. Litzky Executive Officer Vice President - Corporate 70 Pine Street, New York, New York 10270 Governance Christopher D. Winans Executive Officer Vice President - Media Relations 70 Pine Street, New York, New York 10270
DIRECTORS AND EXECUTIVE OFFICERS OF AIG FINANCIAL PRODUCTS CORP. M. Bernard Aidinoff Director Retired Partner, Sullivan & Sullivan & Cromwell, 125 Broad Street, Cromwell
New York, NY 10004 Steven J. Bensinger Director Executive Vice President and 70 Pine Street, New York, New York 10270 Chief Financial Officer, American International Group, Inc. Joseph J. Cassano Director and President and Chief Executive Banque AIG, London Branch, 1 Curzon Street, Executive Officer Officer 5th Floor, London, U.K. W1J5RT William N. Dooley Director and Senior Vice President - 70 Pine Street, New York, New York 10270 Executive Officer Financial Services, American International Group, Inc.; Chairman, AIG Financial Products Corp. Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc., University; President and CEO, 1050 Massachusetts Avenue, Cambridge, National Bureau of Economic Massachusetts 02138 Research John M. Foster Director Consultant c/o AIG Financial Products Corp., 50 Danbury Road, Wilton, Connecticut, 06897-4444 Morris W. Offit Director Co-Chief Executive Officer, 65 East 55th Street, New York, New York Offit Hall Capital Management 10022 LLC Thomas R. Savage Director Director of AIG Financial c/o AIG Financial Products Corp., 50 Products Corp. Danbury Road, Wilton, Connecticut, 06897-4444 Martin J. Sullivan Director President and Chief Executive 70 Pine Street, New York, New York 10270 Officer, American International Group, Inc. Michael H. Sutton Director Consultant; Former Chief c/o 70 Pine Street, New York, New York Accountant of the United States 10270 Securities and Exchange Commission Douglas L. Poling Executive Officer Executive Vice President, Chief 50 Danbury Road, Wilton, Connecticut, Administrative Officer, General 06897-4444 Counsel and Secretary Mark S. Balfan Executive Officer Chief Financial Officer and 50 Danbury Road, Wilton, Connecticut, Treasurer 06897-4444 David Ackert Executive Officer Executive Vice President - 50 Danbury Road, Wilton, CT 06897-4444 Transaction Development Group James Bridgwater Executive Officer Executive Vice President - Banque AIG, London Branch, 1 Curzon Street, Quantitative Solutions 5th Floor, London, U.K. W1J5RT Andrew Forster Executive Officer Executive Vice President - Asset Banque AIG, London Branch, 1 Curzon Street, Trading and Credit Products 5th Floor, London, U.K. W1J5RT Mauro Gabriele Executive Officer Executive Vice President - Banque AIG, 44-46 rue de Bassano, Paris, European Marketing 75008 France William Kolbert Executive Officer Executive Vice President - 50 Danbury Road, Wilton, CT 06897-4444 Systems Pierre Micottis Executive Officer Executive Vice President - Banque AIG, 44-46 rue de Bassano, Paris, Market Risk 75008 France
Nigel Pentland Executive Officer Executive Vice President - Asian Banque AIG, Tokyo Branch, 14th Flr, Marketing Urbannet Otemachi Building, 2-2 Otemachi 2 Chome, Chiyoda-ku, Tokyo 100-0004 Japan
EXECUTIVE OFFICERS OF AIG KNIGHT LLC Joseph J. Cassano Executive Officer President and Chief Executive Banque AIG, London Branch, 1 Curzon Street, Officer, AIG Financial Products 5th Floor, London, U.K. W1J5RT Corp. Douglas L. Poling Executive Officer Executive Vice President, Chief 50 Danbury Road, Wilton, Connecticut, Administrative Officer, General 06897-4444 Counsel and Secretary, AIG Financial Products Corp. Mark S. Balfan Executive Officer Chief Financial Officer and 50 Danbury Road, Wilton, Connecticut, Treasurer, AIG Financial 06897-4444 Products Corp. David Ackert Executive Officer Executive Vice President - 50 Danbury Road, Wilton, CT 06897-4444 Transaction Development Group, AIG Financial Products Corp.
DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC. Maurice R. Greenberg Chairman of the Chairman of the Board and 399 Park Avenue, 17th Floor, New York, New Board and Director director, Starr International York 10022 Company, Inc. and C.V. Starr & Co., Inc.; Chief Executive Officer, C.V. Starr & Co., Inc.; trustee of C.V. Starr & Co., Inc. Trust; member, director and Chairman of the Board, The Starr Foundation. Edward E. Matthews Managing Director Managing Director and director, 399 Park Avenue, 17th Floor, New York, New Starr International Company, York 10022 Inc.; director and President, C.V. Starr & Co., Inc.; trustee, C.V. Starr & Co., Inc. Trust; member and director, The Starr Foundation. Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe, VT 05672 Howard I. Smith Director Vice Chairman-Finance and 399 Park Avenue, 17th Floor, New York, NY Secretary, C.V. Starr & Co., 10022 Inc. John J. Roberts Director Senior Advisor, American Concordia Farms P.O. Box 703, Easton, MD International Group, Inc. 21601 Ernest Stempel Director Senior Advisor and Honorary 70 Pine Street, New York, NY 10270 Director, American International Group, Inc. Cesar Zalamea Director President and Chief Executive Suite 1405-7, Two Exchange Square, 8 Officer, Starr International Connaught Place, Central, Hong Kong Company (Asia), Limited
DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC. Maurice R. Greenberg Chairman of the Board, (See above) (See above) director and Chief Executive Officer Howard I. Smith Vice Chairman-Finance and (See above) (See above) Secretary and Director Edward E. Matthews President and Director (See above) (See above) J. Christopher Flowers Director Chairman of the Board of 717 Fifth Avenue, 26th Floor, New Directors, J.C. Flowers and Co. York, NY 10022 LLC Houghton Freeman Director (See above) (See above) John J. Roberts Director (See above) (See above) Bertil P-H Lundquist Director Executive, Vice President and 399 Park Avenue, 17th Floor, New General Counsel, C.V. Starr & York, New York 10022 Co., Inc.
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC. Stuart Osborne President and Director President of Universal Mercury House Foundation 101 Front Street Hamilton HM 12, Bermuda Eligia G. Fernando Director Retired Mercury House 101 Front Street Hamilton HM 12, Bermuda Cesar C. Zalamea Director (See above) Mercury House 101 Front Street Hamilton HM 12, Bermuda Aloysius B. Colayco Director Managing Director, Argosy Argosy Partners Partners 8th Floor, Pacific Star Building Makati City, Philippines Jennifer Barclay Secretary Secretary of Universal Mercury House Foundation 101 Front Street Hamilton HM 12, Bermuda Margaret Barnes Treasurer Treasurer of Universal Fitzwilliam Hall Foundation Fitzwilliam Place Dublin 2, Ireland
DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND CORRINE P. GREENBERG FAMILY FOUNDATION, INC. Maurice R. Greenberg Chairman and Director (See above) (See above) Corrine P. Greenberg President and Director President and Director, 399 Park Avenue, 17th Floor Greenberg Foundation New York, New York 10022
Jeffrey W. Greenberg Vice President and Director Vice President and Director, 399 Park Avenue, 17th Floor Greenberg Foundation New York, New York 10022 Evan G. Greenberg Vice President and Director President and Chief Executive 399 Park Avenue, 17th Floor Officer, ACE Limited New York, New York 10022 Lawrence S. Greenberg Vice President and Director Private Equity Investor 399 Park Avenue, 17th Floor New York, New York 10022 Shake Nahapetian Treasurer Administrative Assistant, 399 Park Avenue, 17th Floor CV Starr New York, New York 10022
DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND CORRINE P. GREENBERG JOINT TENANCY CORPORATION, INC. Maurice R. Greenberg Chairman, CEO, President, (See above) (See above) (See above) Treasurer, Secretary and Director
EX-99.B 3 y24812exv99wb.txt JOINT FILING AGREEMENT EXHIBIT B JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, or any amendments thereto, with respect to Common Stock, par value $5.00 per share, of KINDER MORGAN, INC. and that this Agreement be included as an Exhibit to such filing. Each of the undersigned parties represents and warrants to the others that the information contained in any amendment thereto about it will be true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the others of any changes in such information or of any additional information which would require any amendment to the Schedule 13D and to promptly file such amendment. Each of the undersigned parties agrees to indemnify the others for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any of representations, warranties or agreements in this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 7, 2006. AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon -------------------------------------- Name: Kathleen E. Shannon Title: Senior Vice President and Secretary AIG FINANCIAL PRODUCTS CORP. By: /s/ Douglas L. Poling -------------------------------------- Name: Douglas L. Poling Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary AIG KNIGHT LLC By: /s/ Douglas L. Poling -------------------------------------- Name: Douglas L. Poling Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----