-----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, Gk5B2emtZ6QmBHLJF2mEJf39CyjZCpKQ0IwGnKnOm8zIsjQdocZwzIGzUnBektUi xJV9lIKTgezgxgaI9Xb47w== 0000950129-01-500743.txt : 20010516 0000950129-01-500743.hdr.sgml : 20010516 ACCESSION NUMBER: 0000950129-01-500743 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 7 333-55866 FILED AS OF DATE: 20010515 EFFECTIVENESS DATE: 20010515 FILER: 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-60912 FILM NUMBER: 1634839 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 3039144752 MAIL ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HUSTON 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN ENERGY PARTNERS L P CENTRAL INDEX KEY: 0000888228 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 760380342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-60912-01 FILM NUMBER: 1634840 BUSINESS ADDRESS: STREET 1: 500 DALLAS ST SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138449500 MAIL ADDRESS: STREET 1: 370 VAN GORDON STREET STREET 2: 2600 GRAND AVENUE CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 FORMER COMPANY: FORMER CONFORMED NAME: ENRON LIQUIDS PIPELINE L P DATE OF NAME CHANGE: 19970304 S-3MEF 1 h87289b3s-3mef.txt KINDER MORGAN INC 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2001 REGISTRATION NO. 333- REGISTRATION NO. 333- REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------
FORM S-1 FORM S-3 KINDER MORGAN MANAGEMENT, LLC KINDER MORGAN, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN KINDER MORGAN ENERGY PARTNERS, L.P. CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF KANSAS INCORPORATION OR ORGANIZATION) DELAWARE (STATE OR OTHER JURISDICTION OF 76-0669886 INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 48-0290000 4610 76-0380342 (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION (I.R.S. EMPLOYER IDENTIFICATION CODE NUMBER) NUMBER) 4923 4610 (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
ONE ALLEN CENTER, SUITE 1000 500 DALLAS STREET HOUSTON, TEXAS 77002 (713) 369-9000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) JOSEPH LISTENGART ONE ALLEN CENTER, SUITE 1000 500 DALLAS STREET HOUSTON, TEXAS 77002 (713) 369-9000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Please send copies of communications to: GARY W. ORLOFF MIKE ROSENWASSER BRACEWELL & PATTERSON, L.L.P. VINSON & ELKINS L.L.P. 711 LOUISIANA STREET, SUITE 2900 666 FIFTH AVENUE HOUSTON, TX 77002-2781 NEW YORK, NY 10103 (713) 221-1306 (917) 206-8000 (713) 221-2166 (FAX) (917) 206-8100 (FAX)
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. ------------------------ 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 under the Securities Act of 1933, 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. [X] Registration No. 333-55868, Registration No. 333-55866, Registration No. 333-55866. 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE SECURITIES TO BE REGISTERED OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ 2,616,250 Shares representing limited liability company interests(2).............................................. 1,805,555 Shares representing limited liability company interests that may be issued in the future as distribution(2)........................................... 2,616,250 i-units(3)(4)..................................... $184,210,163 $46,053 2,616,250 Exchange Feature(5)............................... 2,616,250 Purchase Obligation(5)............................ 2,616,250 Common Units(3)................................... - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
(1) Includes 341,250 shares subject to an over-allotment option. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a), (i), (n) and (o) of the Securities Act of 1933, as amended. (2) To be issued by Kinder Morgan Management, LLC. (3) To be issued by Kinder Morgan Energy Partners, L.P. (4) The i-units are being registered solely due to the "co-registrant" status of Kinder Morgan Energy Partners, L.P. (5) To be issued by Kinder Morgan, Inc. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION OF DOCUMENTS BY REFERENCE Kinder Morgan Management, LLC, Kinder Morgan Energy Partners, L.P., and Kinder Morgan, Inc. (the "Registrants") are filing these registration statements with the Securities and Exchange Commission (the "Commission"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. These registration statements incorporate by reference the contents of the registration statements on Forms S-1 and S-3 (Registration Nos. 333-55868 and 333-55866), which were declared effective by the Commission on May 14, 2001, and are being filed for the sole purpose of registering additional securities of the same classes as were included in those registration statements. CERTIFICATION The Registrants hereby certify to the Commission that: (i) they have instructed their bank to transmit the filing fee of $46,053 for the additional securities being registered to the Commission by wire transfer from their account to the Commission's account at Mellon Bank as soon as practicable, but no later than the close of business on May 16, 2001; (ii) they will not revoke those instructions; (iii) they have sufficient funds in the relevant account to cover the amount of such filing fee; and (iv) they will confirm the receipt of their instructions by their bank during regular business hours on May 15, 2001. 3 SIGNATURES 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-3 and has duly caused this Registration Statement on Form S-3 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 14, 2001. 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 on Form S-3 or amendment thereto has been signed below by the following persons in the indicated capacities on May 14, 2001:
SIGNATURE TITLE --------- ----- /s/ RICHARD D. KINDER Director, Chairman of the Board and Chief - --------------------------------------------------- Executive Officer of Kinder Morgan G.P., Inc. Richard D. Kinder (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/ PERRY M. WAUGHTAL* Director of Kinder Morgan G.P., Inc. - --------------------------------------------------- Perry M. Waughtal /s/ C. PARK SHAPER Vice President, Treasurer and Chief Financial - --------------------------------------------------- Officer of Kinder Morgan G.P., Inc. (Principal C. Park Shaper Financial Officer and Principal Accounting Officer) (Constituting a majority of the Board of Directors) *By: /s/ JOSEPH LISTENGART --------------------------------------------- Joseph Listengart Attorney-in-fact for persons indicated
II-1 4 SIGNATURES 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-3 and has duly caused this Registration Statement on Form S-3 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 14, 2001. KINDER MORGAN, INC. 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 on Form S-3 or amendment thereto has been signed below by the following persons in the indicated capacities on May 14, 2001:
SIGNATURE TITLE --------- ----- /s/ EDWARD H. AUSTIN, JR.* Director - --------------------------------------------------- Edward H. Austin, Jr. /s/ STEWART A. BLISS* Director - --------------------------------------------------- Stewart A. Bliss /s/ RICHARD D. KINDER Director, Chairman and Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Richard D. Kinder /s/ WILLIAM V. MORGAN* Director, Vice Chairman and President - --------------------------------------------------- William V. Morgan /s/ EDWARD RANDALL, III* Director - --------------------------------------------------- Edward Randall, III /s/ C. PARK SHAPER Vice President and Chief Financial Officer - --------------------------------------------------- (Principal Financial and Accounting Officer) C. Park Shaper /s/ H. A. TRUE, III* Director - --------------------------------------------------- H. A. True, III (Constituting a majority of the Board of Directors) * By: /s/ JOSEPH LISTENGART -------------------------------------------- Joseph Listengart Attorney-in-fact for persons indicated
II-2 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 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 14, 2001. Kinder Morgan Management, LLC 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 on Form S-1 or amendment thereto has been signed below by the following persons in the indicated capacities on May 14, 2001:
SIGNATURE TITLE --------- ----- /s/ RICHARD D. KINDER Director, Chairman and Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Richard D. Kinder /s/ WILLIAM V. MORGAN* Director, Vice Chairman of the Board and - --------------------------------------------------- President William V. Morgan /s/ GARY L. HULTQUIST* Director - --------------------------------------------------- Gary L. Hultquist /s/ PERRY M. WAUGHTAL* Director - --------------------------------------------------- Perry M. Waughtal /s/ C. PARK SHAPER Vice President, Treasurer and Chief Financial - --------------------------------------------------- Officer (Principal Financial and Accounting C. Park Shaper Officer) Kinder Morgan, Inc. Director By: /s/ C. PARK SHAPER --------------------------------------------- C. Park Shaper Vice President and Chief Financial Officer (Constituting a majority of the Board of Directors) *By: /s/ JOSEPH LISTENGART --------------------------------------------- Joseph Listengart Attorney-in-fact for persons indicated
II-3 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of PricewaterhouseCoopers LLP. 23.3* Consent of PricewaterhouseCoopers LLP. 23.4* Consent of Arthur Andersen LLP. 23.5* Consent of Arthur Andersen LLP. 23.6* Consent of Ernst & Young LLP.
- --------------- * Filed herewith. EX-23.1 2 h87289b3ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-1 of our report dated February 16, 2001 relating to the financial statement of Kinder Morgan Management, LLC, which appears in the previously filed registration statement on Form S-1 (Registration No. 333-55868) and is incorporated by reference in this Registration Statement. We also consent to the reference to us under the heading "Experts" in such previously filed registration statement. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Houston, Texas May 14, 2001 EX-23.2 3 h87289b3ex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 14, 2001, except as to the third paragraph in Note 5 which is as of May 2, 2001, relating to the financial statements and financial statement schedule, which appears in Kinder Morgan, Inc.'s Amendment No. 2 on Form 10-K/A for the year ended December 31, 2000 incorporated by reference in the previously filed registration statements on Form S-3 and Form S-1 (Registration Nos. 333-55866 and 333-55868) and by reference in this registration statement. We also consent to the reference to us under the heading "Experts" in the previously filed registration statements. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Houston, Texas May 14, 2001 EX-23.3 4 h87289b3ex23-3.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 27, 2000 relating to the financial statements of Trailblazer Pipeline Company and Kinder Morgan Interstate Gas Transmission LLC, which appear in Kinder Morgan Energy Partners, L.P.'s Current Report on Form 8-K/A (Amendment No. 3) dated April 27, 2001 and are incorporated by reference in the previously filed registration statement on Form S-3 (Registration No. 333-55866). We also consent to the incorporation by reference of (1) our report dated February 14, 2001 relating to the financial statements and financial statement schedule, which appears in Kinder Morgan Energy Partners, L.P.'s Amendment No. 2 on Form 10-K/A for the year ended December 31, 2000 and (2) our report dated February 14, 2001 relating to the balance sheet of Kinder Morgan G.P., Inc., which appears in Kinder Morgan Energy Partners, L.P.'s Current Report on Form 8-K/A (Amendment No. 2) dated April 27, 2001, each of which is incorporated by reference in the previously filed registration statement on Form S-3 (Registration No. 333-55866). We also consent to the references to us under the heading "Experts" in the previously filed registration statement. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Houston, Texas May 14, 2001 EX-23.4 5 h87289b3ex23-4.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3 of our report dated February 2, 1999 (except with respect to the matters discussed in Note 6 to the December 31, 2000 consolidated financial statements, as to which the dates are March 16, 2000 and February 14, 2001) on the December 31, 1998 consolidated financial statements of Kinder Morgan, Inc., included in Kinder Morgan, Inc.'s Amendment No. 2 on Form 10-K/A for the year ended December 31, 2000, incorporated by reference in the previously filed registration statement on Form S-3 (Registration No. 333-55866) and by reference in this registration statement, and to all references to our Firm included in the previously filed registration statement on Form S-3 (Registration No. 333-55866). /s/ Arthur Andersen LLP Denver, Colorado May 14, 2001 EX-23.5 6 h87289b3ex23-5.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3 of our report dated March 24, 2000 on the financial statements of Red Cedar Gathering Company included in the Current Report on Form 8K/A of Kinder Morgan Energy Partners, L.P. dated March 28, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Denver, Colorado May 14, 2001 EX-23.6 7 h87289b3ex23-6.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report dated January 23, 2001, with respect to the combined financial statements of GATX Terminals Companies as of and for the year ended December 31, 2000, included in the Kinder Morgan Energy Partners, L.P. Current Report on Form 8-K/A Amendment No. 2 dated April 27, 2001, and incorporated by reference in this Registration Statement and to all references to our firm included in the previously filed Registration Statements on Form S-1 and Forms S-3 (Registration Nos. 333-55868 and 333-55866). /s/ ERNST & YOUNG LLP Ernst & Young LLP Chicago, Illinois May 14, 2001 -----END PRIVACY-ENHANCED MESSAGE-----