-----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, Fe/sRmOHOWxlYLblPBkyQ12MvLyWmgqjFa5cRTmAxU/2H6RH/qEYUNynwlvqzOkZ 0H66APO2NGTPB500ruHOzw== 0000909518-07-000544.txt : 20070601 0000909518-07-000544.hdr.sgml : 20070601 20070601124649 ACCESSION NUMBER: 0000909518-07-000544 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070530 FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070601 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Portcullis G.P., LLC CENTRAL INDEX KEY: 0001364877 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06446 FILM NUMBER: 07893265 BUSINESS ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: 4400 POST OAK PARKWAY SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-877-8031 MAIL ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: 4400 POST OAK PARKWAY SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER NAME: FORMER CONFORMED NAME: Portcullis G P LLC DATE OF NAME CHANGE: 20060602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Portcullis Partners, LP CENTRAL INDEX KEY: 0001365271 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06446 FILM NUMBER: 07893266 BUSINESS ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: 4400 POST OAK PARKWAY, SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-877-8031 MAIL ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: 4400 POST OAK PARKWAY, SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORGAN WILLIAM V CENTRAL INDEX KEY: 0001031189 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06446 FILM NUMBER: 07893267 BUSINESS ADDRESS: BUSINESS PHONE: 7138449500 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET 2: STE 3400 CITY: HOUSTON STATE: TX ZIP: 77010 4 1 morgan_form4ex.xml X0202 4 2007-05-30 1 0000054502 KINDER MORGAN INC KMI 0001031189 MORGAN WILLIAM V C/O PORTCULLIS PRTNS, LP, 5 POST OAK PK. 4400 POST OAK PARKWAY, SUITE 1450 HOUSTON TX 77027 0 0 0 1 See Exhibit 99.1 0001365271 Portcullis Partners, LP 5 POST OAK PARK 4400 POST OAK PARKWAY, SUITE 1450 HOUSTON TX 77027 0 0 0 1 See Exhibit 99.1 0001364877 Portcullis G.P., LLC 5 POST OAK PARK 4400 POST OAK PARKWAY, SUITE 1450 HOUSTON TX 77027 0 0 0 1 See Exhibit 99.1 Common Stock, $5.00 par value 2007-05-30 4 D 0 600000 D 316000 I See note Common Stock, $5.00 par value 2007-05-30 4 D 0 316000 107.5 D 0 I See note Shares contributed to Knight Holdco LLC at a price of $107.50 These shares are owned directly by Portcullis Partners, LP ("Portcullis Partners"), and indirectly by each of Portcullis G.P., LLC, ("Portcullis GP"), as the general partner of Portcullis Partners, and William V. Morgan, as the manager of Portcullis GP. Exhibit List: Exhibit 99.1-Explanation of Responses Exhibit 99.2 -Joint Filer Information /s/ WILLIAM V. MORGAN, Individually, as Manager of Portcullis GP, and as the Manager of the General Partner of Portcullis Partners 2007-05-31 EX-99 2 mm05-3107_form4e991.txt EXPLANATION OF RESPONSES EXHIBIT 99.1 EXPLANATION OF RESPONSES: (1) This Form 4 is being filed by (i) Portcullis Partners, LP, a Texas limited partnership ("Portcullis Partners"), (ii) Portcullis G.P., LLC, a Texas limited liability company ("Portcullis GP"), and William V. Morgan, an individual ("Mr. Morgan" and collectively with Portcullis GP and Portcullis Partners, the "Reporting Persons"). On May 28, 2006, Richard D. Kinder (Mr. Kinder"), the Chairman of the Board and Chief Executive Officer of Kinder Morgan, Inc. (the "Issuer"), together with GS Capital Partners V Fund, L.P. ("Goldman"), AIG Global Asset Management Holdings Corp. ("AIG"), Carlyle Partners IV, L.P. ("Carlyle"), and Carlyle/Riverstone Energy Partners III, L.P. ("Carlyle/Riverstone" and, together with Goldman, AIG and Carlyle, their respective affiliates, or investment funds managed by Goldman, AIG, Carlyle and Carlyle/Riverstone, or their respective affiliates, the "Sponsors") submitted to the Board of Directors of the Issuer a proposal (the "Proposal") to acquire all of the outstanding common stock, par value $5.00 per share, of the Issuer ("KMI Common Stock"), other than certain shares of KMI Common Stock held by Mr. Kinder, the Sponsors and certain other specified persons participating in the Proposal, at a purchase price of $100 per share of KMI Common Stock. The Reporting Persons are participants in the Proposal. As a result of the Proposal, the Reporting Persons and the other persons participating in the Proposal may be deemed to constitute a "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that beneficially owns more than 10% of the outstanding shares of the KMI Common Stock. By reason of the provisions of Rule 16a-1 of the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of any securities that may be deemed to be beneficially owned by Mr. Kinder, the Sponsors and the other persons participating in the Proposal. Each of the Reporting Persons disclaims beneficial ownership of all shares of KMI Common Stock, except for the 916,000 shares of KMI Common Stock described in this Form 4. Except with respect to the 916,000 shares of KMI Common Stock described in this Form 4, this Form 4 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of KMI Common Stock for purposes of Section 16 of the Exchange Act or for any other purpose or that any Reporting Person has an obligation to file this Form 4. EX-99 3 mm05-3107_form4e992.txt JOINT FILER INFORMATION EXHIBIT 99.2 FORM 4 JOINT FILER INFORMATION Name: Portcullis G.P., LLC Address: c/o Portcullis Partners, LP 5 Post Oak Park, 4400 Post Oak Parkway, Suite 1450 Houston, TX, 77027 Name: Portcullis Partners, LP Address: 5 Post Oak Park, 4400 Post Oak Parkway, Suite 1450 Houston, TX, 77027 -----END PRIVACY-ENHANCED MESSAGE-----