-----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, PDYWuyLevwRLcAMkvtIa+BolxBmYg6EHn2AYnTFcpoZ3uKwPXRxJc3rjdY8nK3KU YvPEGhrGyWq4yzobgghSsw== /in/edgar/work/20000725/0000054502-00-000020/0000054502-00-000020.txt : 20000921 0000054502-00-000020.hdr.sgml : 20000921 ACCESSION NUMBER: 0000054502-00-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000725 EFFECTIVENESS DATE: 20000725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN INC CENTRAL INDEX KEY: 0000054502 STANDARD INDUSTRIAL CLASSIFICATION: [4923 ] IRS NUMBER: 480290000 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42178 FILM NUMBER: 678468 BUSINESS ADDRESS: STREET 1: 370 VAN GORDON STREET CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 BUSINESS PHONE: 7138449500 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77010 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 S-8 1 0001.txt As filed with the Securities and Exchange Commission on July 25, 2000 Registration No. 333-_________ ==================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KINDER MORGAN, INC. (Exact name of registrant as specified in its charter) Kansas 43-029000 (State or other (I.R.S. Employer jurisdiction Identification of incorporation or Number) organization) 500 Dallas Street, Suite 1000 Houston, Texas 77002 (713) 369-9000 (Address of registrant's principal executive offices) KINDER MORGAN, INC. SAVINGS PLAN (Full title of Plan) Joseph Listengart Vice President, General Counsel and Secretary Kinder Morgan, Inc. 500 Dallas Street, Suite 1000 Houston, Texas 77002 (Name, and address of agent for service) (713) 369-9000 (Telephone number, including area code, of agent for service) Copy to: Gary W. Orloff Bracewell & Patterson, L.L.P. South Tower Pennzoil Place 711 Louisiana Street, Suite 2900 Houston, Texas 77002-2781 Phone: (713) 221-1306 Fax: (713) 221-2166 -----------------
CALCULATION OF REGISTRATION FEE =========================================================================== Proposed Proposed Title of Maximum Maximum Amount of Securities to Amount to Offering Aggregate Registration be Registered (1) be registered Price Per Share (2) Offering Price (2) Fee - --------------------------------------------------------------------------- Common Stock, $5.00 6,000,000 $32.6875 $196,125,000 $51,777 par value ===========================================================================
(1) Pursuant to Rule 416(c) this Registration Statement also registers an indeterminate amount of interests to be offered or sold pursuant to the Kinder Morgan, Inc. Savings Plan as described herein. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee based on the average of the high and low prices for the common stock of Kinder Morgan, Inc. on The New York Stock Exchange on July 19, 2000 ($32.6875 per share). STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES The Registrant previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on or about July 1, 1994 (SEC File No. 33-54403) (the "Previous Form S-8") in connection with the KN Energy, Inc. Profit Sharing and Savings Plan, which has since been renamed the Kinder Morgan, Inc. Savings Plan (the "Plan"). The Registrant also has merged into the Plan the following employee benefits plans: the Kinder Morgan Bulk Terminals Retirement Savings Plan and the Kinder Morgan Retirement Savings Plan. This Registration Statement registers additional shares of the Registrant's Common Stock to be issued pursuant to the Plan. The contents of the Previous Form S-8 and periodic reports that the Registrant filed after the Previous Form S-8 to maintain current information about the Registrant are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits 5 Opinion of Bracewell & Patterson, L.L.P. regarding the legality of the shares of Common Stock covered by this Registration Statement. 23.1 Consent of Bracewell & Patterson, L.L.P. (included in its opinion filed as Exhibit 5 hereto). 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Arthur Andersen LLP Item 9. 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: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) 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; Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference 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. (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 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the 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 Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 Lakewood, State of Colorado, on July 20, 2000. KINDER MORGAN, INC. (Registrant) 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 July 20, 2000. SIGNATURE TITLE --------- ----- /s/RICHARD D. KINDER Director, Chairman of the Board - ------------------------------ and Chief Executive Officer Richard D. Kinder (principal executive officer) /s/WILLIAM V. MORGAN Director, Vice Chairman of the - ------------------------------ Board and President William V. Morgan /s/C. PARK SHAPER Vice President -- Chief - ------------------------------ Financial Officer (principal C. Park Shaper financial and accounting officer) /s/EDWARD H. AUSTIN, JR. Director - ------------------------------ Edward H. Austin, Jr. /s/CHARLES W. BATTEY Director - ------------------------------ Charles W. Battey /s/STEWART A. BLISS Director - ------------------------------ Stewart A. Bliss /s/TED A. GARDNER Director - ------------------------------ Ted A. Gardner /s/EDWARD RANDALL, III Director - ------------------------------ Edward Randall, III /s/H. A. TRUE, III Director - ------------------------------ H. A. True, III The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator has duly caused this Registration Statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized in the City of Lakewood, State of Colorado on the 20th day of July, 2000. KINDER MORGAN, INC. SAVINGS PLAN Kinder Morgan, Inc., as Plan Administrator By:/s/JOSEPH LISTENGART --------------------------------- Joseph Listengart Vice President, General Counsel and Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 5 Opinion of Bracewell & Patterson, L.L.P. regarding the legality of the shares of Common Stock covered by this Registration Statement. 23.1 Consent of Bracewell & Patterson, L.L.P. (included in its opinion filed as Exhibit 5 hereto). 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Arthur Andersen LLP EX-5 2 0002.txt EXHIBIT 5 July 21, 2000 Kinder Morgan, Inc. One Allen Center Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to Kinder Morgan, Inc., a Kansas corporation (the "Company"), in connection with the proposed issuance by the Company of up to 6,000,000 additional shares (the "Shares") of Common Stock, $5.00 par value, to participants in the Kinder Morgan, Inc. Savings Plan (the "Plan"). The Company is filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), a Registration Statement on Form S-8 (the "Registration Statement") relating to the Shares. We have examined originals or copies of (i) the Articles of Incorporation of the Company, as amended, (ii) the Bylaws of the Company, as amended, (iii) the Plan, (iv) certain resolutions of the Board of Directors of the Company and (v) such other documents and records as we have deemed necessary and relevant for purposes hereof. In addition, we have relied on certificates of officers of the Company as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. In such examination and investigation, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. Based upon the foregoing and subject to the limitations and assumptions set forth herein and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly and validly authorized and when issued and paid for in accordance with the terms of the Plan, for a consideration at least equal to the par value thereof, will be validly issued, fully paid and nonassessable. The foregoing opinion is based on and limited to the General Corporation Code of the State of Kansas and the relevant law of the United States of America, and we render no opinion with respect to the law of any other jurisdiction. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ BRACEWELL & PATTERSON, L.L.P. Bracewell & Patterson, L.L.P. EX-23 3 0003.txt EXHIBIT 23.2 Consent of Independent Public Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2000 relating to the financial statements and financial statement schedule of Kinder Morgan, Inc., which appears in Kinder Morgan, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Houston, Texas July 21, 2000 EX-23 4 0004.txt EXHIBIT 23.3 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 2, 1999 (except with respect to the matter discussed in Note 6 to the December 31, 1999 consolidated financial statements, as to which the date is March 16, 2000) on the December 31, 1998 and 1997 consolidated financial statements of Kinder Morgan, Inc., included in Kinder Morgan, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this registration statement. /s/ARTHUR ANDERSEN LLP Arthur Andersen LLP Denver, Colorado July 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----