-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VQdNkqQfAhahSnaGFWyju6pRllhTa83yMyO2j7YxhMi7a1k1nuEBvNv2tmLGthD0 PrubqB1Cy9jatFmxG4B+9g== 0000950129-95-000727.txt : 199507030000950129-95-000727.hdr.sgml : 19950703 ACCESSION NUMBER: 0000950129-95-000727 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950630 EFFECTIVENESS DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: K N ENERGY 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-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-69432 FILM NUMBER: 95551224 BUSINESS ADDRESS: STREET 1: 370 VAN GORDON STREET STREET 2: PO BOX 281304 CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 BUSINESS PHONE: 3039891740 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-3DPOS 1 FORM S-3DPOS 1 AS FILED WITH THE SEC ON FRIDAY, JUNE 30, 1995 Registration number 33-69432 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------ K N ENERGY, INC. (Exact name of registrant as specified in its charter) KANSAS 48-0290000 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) WILLIAM S. GARNER, JR. 370 VAN GORDON STREET VICE PRESIDENT, GENERAL COUNSEL & SECRETARY P.O. BOX 281304 370 VAN GORDON STREET, P.O. BOX 281304 LAKEWOOD, COLORADO 80228-8304 LAKEWOOD, COLORADO 80228-8304 (303) 989-1740 (303) 989-1740 (Name, address, including zip (Address, including zip code and code and telephone number, telephone number, including including area code, of agent area code, of registrant's for service) principal executive offices) -------------- 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. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------- Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the Prospectus contained in this Registration Statement also relates to the registrant's Registration Statement on Form S-3 No. 33-44871. This Post-Effective Amendment No. 1 to Registration Statement No. 33-69432 also constitutes Post-Effective Amendment No. 1 with respect to such Registration Statement No. 33-44871. ================================================================================ 2 PROSPECTUS K N ENERGY, INC. DIVIDEND REINVESTMENT & CASH INVESTMENT PLAN SUMMARY OF PLAN K N Energy, Inc. (the "Company"or K N") is offering to the holders of its Common Stock, $5.00 par value (the "Common Stock"), and its Class A and Class B Preferred Stock, no par value (the "Preferred Stock") (collectively, "Shareholders"), the opportunity to purchase shares of its Common Stock pursuant to the Company's Dividend Reinvestment and Cash Investment Plan (the "Plan"). The Plan allows a Shareholder to elect: a. To have all or a part of the dividends declared and paid on Common Stock and Preferred Stock currently owned by the Participant reinvested in shares of Common Stock; b. To make optional cash payments ("Optional Cash Payments") into the Plan of at least $25 but not more than $8,000 per calendar quarter; and c. To deposit for safekeeping with the administrator of the plan certificates for any or all shares of Common Stock registered in the name of the Participant. The Bank of New York ("Custodian"), acting as administrator of the Plan, invests funds held under the Plan on a weekly basis, and the price of each newly issued or treasury share of Common Stock purchased from the Company under the Plan will equal the average of the high and low prices of the Common Stock reported as New York Stock Exchange - Composite Transactions, on the last trading day of the week prior to the week such purchase occurs. The price of each share of Common Stock purchased on the open market under the Plan will equal the weighted average price (including brokerage commissions) at which the shares are purchased. Shareholders who do not choose to participate in the Plan will continue to receive cash dividends, as declared, in the usual manner. On June 28, 1995, the closing price of the Common Stock on the New York Stock Exchange Composite Tape was $25.75. This Prospectus describes the Plan in the form in which it is currently effective and is being provided to present and to prospective participants in the Plan. This Prospectus should be retained for future reference. This Prospectus relates to 187,792 shares of Common Stock registered for sale under the Plan. --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The date of the Prospectus is July 1, 1995. 3 TABLE OF CONTENTS FOR PROSPECTUS Summary of Plan ...................................................... 1 Available Information ................................................ 3 Incorporation of Certain Information by Reference .................... 3 The Company .......................................................... 4 Description of the Plan .............................................. 4 Purpose ....................................................... 4 Advantages of the Plan ........................................ 4 Participation ................................................. 5 Dividend Reinvestment ......................................... 7 Optional Cash Payments ........................................ 7 Acquisition of Shares ......................................... 8 Withdrawal and Termination .................................... 9 Employees ..................................................... 10 Administration ................................................ 11 Reports ....................................................... 12 Other Information ............................................. 12 Federal Income Tax Consequences ...................................... 14 Restrictions on Resale ............................................... 14 Use of Proceeds ...................................................... 14 Description of Securities ............................................ 14 Legal Matters ........................................................ 18 Experts .............................................................. 18
-------------------- NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY THE COMPANY TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE COMPANY TO MAKE SUCH AN OFFER IN SUCH STATE. THIS PROSPECTUS RELATES ONLY TO THE COMMON STOCK OFFERED HEREBY AND IS NOT TO BE RELIED UPON IN CONNECTION WITH THE PURCHASE OR SALE OF ANY OTHER SECURITIES OF THE COMPANY. 2 4 AVAILABLE INFORMATION The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and New York Regional Office, Seven World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates. In addition, reports, proxy statements and other information concerning the Company can be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which exchange the Common Stock is listed. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed by the Company with the Commission (File No. 1-6446) pursuant to the Exchange Act are incorporated by reference and made a part hereof: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; and (c) the Company's Current Reports on Form 8-K filed with the Commission on January 11, 1995 and February 17, 1995. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and prior to the termination of this offering, shall be deemed to be incorporated by reference herein and to be a part hereof. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to any person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all of the documents referred to above which have been incorporated by reference in this Prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Such requests should be directed to the Investor Relations Department, K N Energy, Inc., P.O. Box 281304, Lakewood, Colorado 80228-8304, telephone number (303) 989-1740. 3 5 THE COMPANY The Company and its subsidiaries constitute principally an integrated natural gas enterprise with operations in the states of Colorado, Kansas, Montana, Nebraska, Oklahoma, Texas and Wyoming. As an integrated organization, the Company and its subsidiaries participate in all phases of the natural gas business from reserve development and gas gathering to the gathering of field supplies, transmission to markets and distribution to both industrial and retail customers. In addition, certain of the Company's subsidiaries engage in energy marketing and in the development and production of oil and gas for their own account. The Company was incorporated under the laws of the State of Kansas in 1927. The address of its principal executive offices is 370 Van Gordon Street, P. O. Box 281304, Lakewood, Colorado 80228-8304 and its telephone number is (303) 989-1740. DESCRIPTION OF THE PLAN The Plan is a contract between K N and Shareholders participating in the Plan ("Participants") that is governed by the laws of the State of Colorado; and the terms and conditions of the Plan will be construed in accordance with such laws. The Plan has been amended, effective as of the date of this Prospectus, principally (a) to permit optional cash purchases of $25 per investment and not more than $8,000 per calendar quarter, and (b) to name The Bank of New York as Custodian. IF YOU ARE ALREADY ENROLLED AND PARTICIPATING IN THE PLAN, YOU DO NOT NEED TO TAKE ANY ACTION AT THIS TIME. The following is a question and answer statement of the provisions of the Plan: PURPOSE 1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to provide Shareholders with a convenient and economical method of investing in shares of Common Stock and to provide for the safekeeping of certificates for Common Stock. ADVANTAGES OF THE PLAN 2. WHAT ARE THE ADVANTAGES OF THE PLAN? a. Participants may acquire additional shares of Common Stock by: i. authorizing automatic reinvestment of all or a portion of their cash dividends in shares of Common Stock; and ii making Optional Cash Payments of at least $25 per payment but not more than $8,000 per calendar quarter. 4 6 b. Since purchases of Common Stock for Participants in the Plan will be aggregated, brokerage commissions on purchases of shares in the open market may be lower than commissions Participants would pay if they purchased shares directly. The amount of the brokerage commission will be negotiated by the Company from time to time and is not expected to exceed $.10 per share. The brokerage commission is added to the price of the share and not reported separately. c. Certificates for shares purchased under the Plan are held by the Custodian. In addition, any Participant may deposit with the Custodian for safekeeping certificates for any or all shares of Common Stock registered in the name of the Participant, at no extra charge. This relieves Participants of responsibility for the safekeeping of multiple certificates for shares purchased and protects them against loss, theft or destruction of stock certificates. d. A statement of the Participant's Plan account ("Participant's Plan Account") is furnished each time a cash payment is made, and/or when dividends are reinvested, providing a simplified method of recordkeeping. Participants only utilizing safekeeping services will receive an annual statement. e. Full investment of funds is possible under the Plan because the Plan permits fractional shares, as well as full shares, to be credited to a Participant's account. Participants are credited with dividends on full and fractional shares held under the Plan. f. Once enrolled in the Plan, Participants need take no action to continue participation in the Plan. PARTICIPATION 3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? Any Shareholder is eligible to participate in the Plan. Shareholders who hold their shares in their own name may participate directly in the Plan. If shares are registered in names other than their own (e.g., broker, bank nominee) and the Shareholder wishes to participate in the Plan, such Shareholder must become a shareholder of record by having shares transferred into their own name or by arranging with the party holding such shares to contact the Custodian and make arrangements on their behalf. 4. HOW AND WHEN MAY A SHAREHOLDER JOIN THE PLAN? A Shareholder may join the Plan at any time by signing and completing an Authorization Form (as hereinafter described) and returning it to the Custodian. Authorization Forms will be provided to Shareholders at any time upon request to the Custodian in writing or by telephone. 5 7 Those Shareholders who do not participate in the Plan will receive dividends, as declared, by check or direct deposit, as usual. 5. WHAT DOES THE AUTHORIZATION FORM PROVIDE? The Authorization Form (i) authorizes the Custodian, as agent for a Participant: (i) to enroll the Participant in the Plan; (ii) to pay or deliver to the Broker (as hereinafter defined in Question 22) any Optional Cash Payments or dividends to be reinvested in the open market under the Plan, and to direct the Broker to purchase shares of Common Stock in the open market for the Participant pursuant to the Plan; (iii) to purchase directly from the Company treasury shares or newly-issued shares; and (iv) to hold the Participant's Common Stock certificates for safekeeping. The Shareholder furnishing the Authorization Form must indicate how the Shareholder wishes to participate in the Plan. The following options are available: a. FULL DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENTS. Dividends on all shares of Common Stock and/or Preferred Stock registered in the name of the Shareholder are automatically reinvested, as are dividends on all shares which are subsequently acquired by the Shareholder. Dividends on all shares held in the Participant's Plan Account are also reinvested and the Participant is eligible to make Optional Cash Payments. b. PARTIAL DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENTS. Dividends only on the number of shares of Common Stock and/or Preferred Stock specified by the Shareholder on the Authorization Form are reinvested. As directed by the Shareholder, dividends on all or part of the shares acquired through the Plan and held in the Shareholder's Plan Account are also reinvested and the Participant is eligible to make Optional Cash Payments. c. OPTIONAL CASH PAYMENTS ONLY. The Company will continue to pay cash dividends to the Shareholder on shares registered in the Shareholder's name and on shares acquired through the Plan and held in the Participant's Plan Account. Any Optional Cash Payments received will be used to purchase additional shares of Common Stock under the Plan. d. SAFEKEEPING SERVICES FOR COMMON STOCK. The Shareholder may elect to deposit all or part of his or her Common Stock certificates with the Custodian for safekeeping. This may be done in conjunction with Dividend Reinvestment and Optional Cash Payments, or may be done alone. 6. HOW DOES A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION? A Participant may change his or her method of participation at any time by completing a new Authorization Form and returning it to the Custodian, or by otherwise advising the Custodian in writing. 6 8 7. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES REGISTERED IN HIS OR HER NAME? If a Participant disposes of all shares of stock registered in his or her name, the Custodian will, unless otherwise instructed by the Participant, continue to pay in cash or reinvest the dividends on the shares credited to his or her account under the Plan in accordance with the Participant's Authorization Form, as long as there is at least one full share in the Participant's Plan Account. Otherwise, a check will be sent to the Participant for the fractional share and the account will be closed. DIVIDEND REINVESTMENT 8. HOW WILL CASH DIVIDENDS BE REINVESTED? At the option of the Company, reinvested dividends will be used either to purchase directly from the Company authorized but unissued shares or shares from the Company's treasury or to purchase shares on the open market. The price per share is described in Question 11. The Custodian will reinvest only the authorized portion of the cash dividends paid on all stock, including dividends paid on a fractional share, if any, in the acquisition of any additional Common Stock. 9. WHEN WILL SHARES OF COMMON STOCK BE ACQUIRED WITH REINVESTED DIVIDENDS? Dividends paid will be reinvested during the week following that in which such dividends are paid. The Company normally pays dividends on its Common Stock on the last business day of March, June, September and December. Dividends on Preferred Stock are normally paid on the first business day of April, July, October and January. The exact timing of purchases made on the open market for allocation to the accounts of Participants in the Plan, as well as the number of shares to be so purchased at any time, will depend upon the amount of reinvested dividends, market conditions and requirements of federal securities laws. If the Company elects to sell treasury shares or authorized but unissued shares for purposes of the Plan, shares will be sold during the week following the particular dividend payment and will be credited to Participants' accounts as soon as practicable after such sale. OPTIONAL CASH PAYMENTS 10. HOW ARE OPTIONAL CASH PAYMENTS MADE AND WHEN WILL THEY BE INVESTED? An Optional Cash Payment may be made by any Shareholder who has joined the Plan. Optional Cash Payments may be made by use of the forms sent to Participants by the Custodian. Optional Cash Payments received by the Custodian on or before noon (Eastern time) on Friday of each week will be invested during the following week, typically beginning on the first business 7 9 day of that week. If the Friday of any week falls on a holiday, Optional Cash Payments must be received on or before noon (Eastern time) on the last business day prior to that Friday. Payments received after noon (Eastern time) on the last business day of any week will not be considered received until the following week. No interest will be paid by the Custodian on Optional Cash Payments. There is no obligation to make Optional Cash Payments on a regular basis, and the same amount of money need not be sent in each payment. An Optional Cash Payment may not be less than $25 per payment and may not exceed a total of $8,000 per calendar quarter, unless the payment is made automatically as described in the next paragraph. Payments of less than $25 and all amounts in excess of a total of $8,000 per quarter will be returned to the Participant. Optional Cash Payments must be in United States dollars. Only checks drawn on a United States bank are acceptable. Checks must originate from the Participant. All third party checks received by the Custodian will be returned to the Participant. Participants may contact the Custodian to arrange for Optional Cash Payments to be made automatically once a month through electronic funds transfer. Such payments ($100 minimum and $1,000 maximum) are deducted from a Participant's designated account, at any financial institution that participates in the Automated Clearing House system, on the last Monday of each month (or if such day is not a business day, the preceding business day). A Participant may stop the investment of an Optional Cash Payment without withdrawing from the Plan by notifying the Custodian in writing, provided that the written communication is received by the Custodian in sufficient time to stop the investment of such funds. Optional Cash Payments by K N employees may be made by payroll deductions as described in Questions 19 and 20. ACQUISITION OF SHARES 11. WHAT WILL BE THE PRICE FOR SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN? The price for shares of authorized but unissued Common Stock, and for treasury stock, purchased directly from the Company under the Plan, will be the average of the high and low sale prices of the Common Stock (as reported on the New York Stock Exchange Composite Tape) on the last business day of the week prior to the week such purchase occurs; but in no event shall such price be less than par value. If high and low composite sales prices are not reported on that date, the purchase price will be determined as of the last previous day on which high and low composite sales prices were reported for the Common Stock. The price for shares of Common Stock purchased in the open market will be the weighted average price (including brokerage commissions) paid by the Custodian to obtain them. 12. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN? Shares purchased under the Plan will be purchased by the Broker in the open market, acting at the direction of the Custodian, or will be purchased by the Plan directly from the Company. Shares 8 10 purchased directly from the Company will be newly issued or treasury shares. Open market purchases may be made on any securities exchange on which shares of the Common Stock are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise, and through such brokers or dealers, if any, as the Broker may determine. The Company will determine whether purchases are to be made directly from the Company or in open market transactions. If the Company determines that purchases are to be made in open market transactions, the Custodian will use its best efforts to apply all funds received by it during any week to the purchase of shares before the end of the following week, subject to any applicable requirements of federal securities laws relating to the timing and manner of purchases of Common Stock under the Plan. 13. WHEN WILL SHARES BE CREDITED UNDER THE PLAN? Shares acquired pursuant to the Plan will be allocated and credited to Participants' Plan Accounts as soon as practicable after acquisition. 14. HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT? The number of shares purchased, including any fractional share, will depend upon the amount of cash dividends earned on the shares the Participant has committed to the Plan, the amount of Optional Cash Payments, if any, to be invested and on the price of the shares determined as provided in Question 11. Each Participant's Plan Account will be credited with that number of shares, including a fraction computed to four decimal places, equal to the total amount to be invested for that Participant divided by the weighted average price per share paid to acquire shares for all Participants. A Participant may not direct the Custodian to purchase a specific number of shares for his or her Participant Plan Account. WITHDRAWAL AND TERMINATION 15. CAN A PARTICIPANT WITHDRAW SHARES IN HIS OR HER PLAN ACCOUNT WITHOUT TERMINATING PARTICIPATION IN THE PLAN? Yes. A Participant may at any time withdraw any number of whole shares held in the Participant's Plan Account by furnishing a request to the Custodian indicating the number of whole shares to be withdrawn and paying the charge described in Question 33. Participants are encouraged to use the tear-off stub attached to the bottom of the their statements of account for this purpose. A certificate for shares withdrawn will be issued to the Participant. A certificate for a fractional share will not be issued under any circumstances. 16. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN? A Participant may terminate participation in the Plan at any time by furnishing a request to the Custodian and paying the charge described in Question 33. Participants are encouraged to use for this 9 11 purpose the tear-off stub at the bottom of their statements of account. Whole shares in the Participant's Plan Account will be withdrawn and issued in certificate form. A fractional share will not be issued in certificate form. Instead, a cash payment for any fractional share remaining in the account will be mailed directly to the Participant. The payment for any fractional share will be based upon its market value. If a Participant's request to terminate Plan participation is received by the Custodian at least 72 hours before noon on the last business day of a week, any amount which would otherwise have been invested during the following week will be returned or paid to the Participant. All future dividends will be paid directly to the Participant. 17. MAY A PARTICIPANT TERMINATE HIS OR HER PARTICIPATION THROUGH DIVIDEND REINVESTMENT AND STILL REMAIN IN THE PLAN? Yes. A Participant who terminates the reinvestment of dividends paid on shares registered in his or her name outside the Plan may leave shares acquired through the Plan in the Participant's Plan Account. Dividends paid on shares left in the Plan will be handled in the manner prescribed by the Participant on the Authorization Form. In addition, the Participant may continue to make Optional Cash Payments and may leave his or her Common Stock certificates in the safekeeping of the Custodian. 18. MAY A PARTICIPANT WHO HAS TERMINATED HIS OR HER PARTICIPATION REJOIN THE PLAN? Yes. Generally, a Participant who has terminated his or her participation in the Plan may rejoin the Plan at any time. However, the Custodian reserves the right to reject any Authorization Form from a previous Participant on grounds of excessive joining and termination. This reservation is intended to minimize administrative expense and to encourage use of the Plan as a long-term investment service. EMPLOYEES 19. ARE THERE ANY UNIQUE CONSIDERATIONS FOR EMPLOYEES? There is only one difference in the Plan for employees of the Company to consider. An employee may authorize payroll deductions totaling between $25 per deposit and $8,000 per calendar quarter for automatic Optional Cash Payment deposits into the Plan. The terms of the Plan remain the same for employees and non-employees in all other respects. 20. HOW DO PAYROLL DEDUCTIONS WORK? Employees must complete and submit an Authorization Form (see Question 4) to the Company prior to authorizing payroll deductions. In order to begin payroll deductions, a Payroll Deduction Form must be submitted to the Payroll Department. An employee may change or discontinue the monthly amount of his or her withholding authorization by submitting a new Payroll Deduction Form to the Payroll Department indicating the change desired. 10 12 ADMINISTRATION 21. WHO ADMINISTERS THE PLAN? The Custodian administers the Plan. Shares of Common Stock are held by the Custodian for the Participants. Inquiries from Shareholders considering participation in the Plan should be mailed to: The Bank of New York -- Investor Relations P.O. Box 11258 Church Street Station New York, NY 10286 Communications from Shareholders already participating in the Plan should be mailed to: The Bank of New York - Administrator Dividend Reinvestment P.O. Box 1958 Newark, NJ 07101-9774 Persons who wish to communicate by telephone with the Custodian concerning the Plan may do so by calling 1-800-847-4351. 22. WHO PURCHASES SHARES OF COMMON STOCK FOR THE PARTICIPANTS? At the direction of the Custodian, a securities broker-dealer registered as such under the Exchange Act (the "Broker") purchases shares of Common Stock in the open market for the Participants in the Plan. Cash dividends and Optional Cash Payments which are to be invested in the open market under the Plan are paid or delivered by the Custodian to the Broker and applied by the Broker to the purchase of Common Stock. At the Company's election, it may also sell directly to the Custodian shares of authorized, unissued Common Stock or treasury stock. 23. WILL CERTIFICATES BE DELIVERED TO PARTICIPANTS FOR SHARES PURCHASED? Certificates for shares purchased under the Plan will not automatically be issued to Participants. The shares purchased for a Participant will be held by the Custodian and will be credited to the Participant's Plan Account and shown on the Participant's statement of account. This service protects against loss, theft or destruction of stock certificates, and it avoids charges assessed Participants for certificate issuances (see Question 33). 24. WILL THE CUSTODIAN PERFORM SAFEKEEPING SERVICES BY HOLDING CERTIFICATES OF STOCK OWNED BY PARTICIPANTS, BUT NOT PURCHASED UNDER THE PLAN? Yes. The Plan permits a Participant to deposit any Common Stock certificates registered in the name of the Participant with the Custodian for safekeeping. Currently, this service is offerred without charge, but the Company reserves the right to institute a nominal charge at a later date. Shares deposited for safekeeping will be held by the Custodian and will be credited to the Participant's Plan Account and shown on the Participant's statement of account. This additional service protects the Participant against loss, theft or destruction of stock certificates. 11 13 Participants who wish to deposit their stock certificates with the Custodian may notify the Custodian by correspondence or complete and return to the Custodian an Authorization Form designating the Common Stock to be deposited, together with such Common Stock certificates registered in their name and being deposited with the Custodian. 25. IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND CERTIFICATES REGISTERED WHEN ISSUED? A Participant's Plan Account will be maintained in the name or names which appear on the Company's shareholder records at the time the Participant enters the Plan. A Participant who wants to change the name or names in which his or her account is maintained should notify the Custodian. A certificate for shares will be registered in the name or names in which the account is maintained. Upon written request to the Custodian and compliance with its ordinary stock transfer requirements, certificates can be registered and issued in names other than the account name, subject to the payment by the Participant of any applicable taxes. To assure that compliance with such requirements does not result in undue delays, Participants are urged to contact the Custodian in advance of requesting a certificate in a different name. (See Question 21 for the Custodian's address or toll free number.) REPORTS 26. WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO PARTICIPANTS? Each Participant will receive a Plan statement of account as soon as practicable following each investment made respecting the Participant's Plan Account. These statements provide a record of the cost of each Participant's purchases and should be retained for tax purposes. Participants only utilizing safekeeping services will receive an annual statement. Each Participant will also receive copies of any amendments to the Plan and will receive the same communications as any other Shareholder, including annual reports, notices of annual meetings and proxy statements, and income tax information for reporting dividends paid. OTHER INFORMATION 27. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT OR HAS A RIGHTS OFFERING? Any shares distributed by the Company as a stock dividend on shares (including fractional shares) credited to a Participant's Plan Account, or upon any split of shares, will be credited to the account. Stock dividends or splits distributed on all other shares held by the Participant and registered in the Participants's own name will be mailed directly to the Participant. In a rights offering, the Participant will receive rights based upon his or her shares held of record and whole shares credited to his or her account under the Plan. The Company reserves the right to curtail or suspend temporarily the processing of Plan transactions as it considers advisable in view of any stock dividend or split or rights offering. 28. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS? The Custodian will vote any shares held in the Participant's Plan Account in accordance with the proxy for shares registered in his or her name returned by the Participant to the Custodian. 12 14 If the proxy card or instruction form is not returned or if it is returned unsigned, none of the Participant's shares will be voted. If a proxy card has been properly signed and returned, and no instructions have been entered with respect to any item thereon, all of a Participant's shares (those registered in his or her name, if any, and those credited to his or her account under the Plan) will be voted in the same manner as for non-participating Shareholders who return proxies and do not provide instructions, in accordance with the recommendations of the Company's Board of Directors. 29. CAN A PARTICIPANT PLEDGE SHARES CREDITED TO HIS OR HER ACCOUNT? No. Shares in a Participant's Plan Account may not be pledged or otherwise encumbered unless withdrawn from the account. 30. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE CUSTODIAN UNDER THE PLAN? In administering the Plan, neither the Company, the Custodian, the Broker, nor any agent of any of them will be liable for any act done in good faith, or for any omission to act in good faith, including, without limitation, any claim of liability arising out of failure to terminate the Participant's account upon such Participant's death prior to the receipt of notice in writing of such death. The market price of the Common Stock may go down as well as up. Consequently, neither the Company nor the Custodian can assure Participants of a profit or protect them against a loss on shares purchased by them under the Plan. 31. WHO INTERPRETS AND REGULATES THE PLAN? The Board of Directors of the Company reserves the right to interpret and regulate the Plan. 32. MAY THE PLAN BE CHANGED OR TERMINATED? While the Company hopes to continue the Plan indefinitely, the Company reserves the right to suspend or terminate the Plan at any time. It also reserves the right to make modifications to the Plan. Any such suspension, termination or modification will be announced to all Shareholders, whether participating or not participating in the Plan. 33. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS? All costs of administering the Plan, including the Custodian's fees, will be paid by the Company, but Participants will be required to pay a nominal brokerage commission for any shares of Common Stock purchased in the open market (see Question 2b) as well as a charge for issuance of stock certificates in connection with termination or withdrawal (see Questions 15 and 16). Charges for issuing share certificates will be set forth on statements of account. 13 15 FEDERAL INCOME TAX CONSEQUENCES Participants in the Plan, in general, have the same federal income tax obligations with respect to their dividends reinvested as do Shareholders who are not Participants in the Plan. Therefore, cash dividends which a Participant reinvests under the Plan will be treated for federal income tax purposes as having been received even though the Participant does not actually receive them in cash but, instead, uses them to purchase additional shares under the Plan. The tax basis of shares acquired under the Plan, whether acquired with reinvested dividends or with Optional Cash Payments, is equal to their purchase price (including brokerage commissions) under the Plan. The holding period for shares acquired under the Plan begins the day after the shares are allocated and credited to Participants' Plan Accounts. The foregoing discussion is only a brief summary of certain federal income tax provisions applicable to participation in the Plan based on current law and is for general information only. It is not a complete enumeration or analysis of all the tax consequences of participating in the Plan and may not describe the tax consequences to a particular Participant in light of his or her individual circumstances. The law and interpretational authorities on which such summary are based are subject to change at any time, which could change the tax consequences described above. Accordingly, Participants are urged to consult their own tax advisors for advice relating to the federal, state, local and foreign tax consequences of participation in the Plan. RESTRICTIONS OF RESALE Shares acquired by Participants who are not affiliates of the Company may be sold by such Participants without registration under the Securities Act of 1933, as amended (the "Securities Act"). Public resales by Participants who are affiliates will be subject to registration or an exemption therefrom, such as compliance with the requirements of Rule 144 under the Securities Act, other than the holding period requirement of paragraph (d) of that Rule. In addition, directors and executive officers of the Company are subject to the provisions of Section 16(b) of the Exchange Act which generally provide for the recovery by the Company of profits realized from short-swing sales and purchases of Company Stock, if any, by these individuals. However, any acquisition of Common Stock under the Plan resulting from the reinvestment of dividends (as opposed to Optional Cash Purchases) is exempt from Section 16(b) of the Exchange Act. USE OF PROCEEDS The Company does not know the number of shares of Common Stock that will ultimately be purchased pursuant to the Plan, the extent to which shares will be purchased directly from the Company rather than in the open market or the prices at which such shares will be purchased. The proceeds from purchases of Common Stock directly from the Company under the Plan will provide the Company with funds for its continuing capital expenditure program and other general corporate purposes. DESCRIPTION OF SECURITIES GENERAL K N is currently authorized by its Restated Articles of Incorporation, as amended (the "K N Charter") to issue 50,000,000 shares of Common Stock, of which 27,762,704 were outstanding on April 30, 14 16 1995; 200,000 shares of Class A Preferred Stock, no par value ("Class A Preferred Stock"), of which 70,000 shares were outstanding as Class A $5.00 Cumulative Preferred Stock on such date; and 2,000,000 shares of Class B Preferred Stock, no par value ("Class B Preferred Stock"), of which 17,148 shares were outstanding as Class B $8.30 Series Cumulative Preferred Stock on such date. The Board of Directors of K N is authorized by the K N Charter to provide, without further stockholder action, for the issuance of one or more series of Class A Preferred Stock and Class B Preferred Stock. The Board of Directors has the power to fix various terms with respect to each such series, including voting power, designations, preferences, dividend rates, conversion and exchange provisions, redemption provisions and the amounts which holders are entitled to receive upon any liquidation, dissolution or winding up of K N. Class A Preferred Stock and Class B Preferred Stock will rank prior to the Common Stock with respect to both dividends and distribution of assets on liquidation, dissolution or winding up of K N. The Class B $8.30 Series Cumulative Preferred Stock is subject to mandatory redemption (at $100 per share, plus accrued and unpaid dividends) of $574,000 on each of January 1, 1996 and 1997 and $572,000 on January 1, 1998. At the option of K N, this series of Preferred Stock is redeemable, in whole or in part, at $101.31 per share, plus accrued and unpaid dividends, prior to January 2, 1996; such redemption price reduces annually thereafter until January 2, 1998, when it becomes $100 per share. In addition, K N may, at its option, redeem 5,714 shares of such series (or less, if less than 5,714 shares are outstanding) on January 1 in each of the years 1996 through 1998, inclusive, at $100 per share plus accrued and unpaid dividends. Upon liquidation, dissolution or winding up of K N, the holders of such series are entitled to receive (subject to the prior rights of the holders of shares of Class A Preferred Stock) $100 plus accrued and unpaid dividends for each such share then outstanding, before any distribution is made on the Common Stock. Holders of shares of Class B $8.30 Series Cumulative Preferred Stock are entitled to receive, when and as declared by the Board of Directors of K N, cumulative preferential cash dividends at the annual rate of $8.30 per share prior to the payment of any dividends or other distributions on (or purchase or redemption of) the Common Stock. Dividends may not be declared or paid or set apart for payment on any series of Class B Preferred Stock, unless there shall be no arrearages in dividends on any series of Class A Preferred Stock entitled to cumulative dividends for any past dividend period and dividends in full for the current dividend period have been paid or declared or set aside for payment on all Class A Preferred Stock. In addition, the holders of the Class A Preferred Stock then outstanding have the right to vote separately as a class with respect to (i) certain amendments to the K N Charter or the By-laws of K N which adversely affect the voting powers, rights or preferences of the holders of shares of Class A Preferred Stock, (ii) the creation of any class of stock or any security convertible into or exchangeable for or evidencing the right to purchase any stock ranking prior to or on a parity with, either as to dividends or upon liquidation, the Class A Preferred Stock, or (iii) certain mergers or consolidations of K N with or into any other corporation. For such actions to be taken by K N, including increasing the authorized amount of any class of stock ranking prior to the Class A Preferred Stock, the affirmative vote of the holders of at least 50% of the shares of the Class A Preferred Stock then outstanding would be required. The affirmative vote of at least 50% of the shares of any series of Class A Preferred Stock then outstanding is required for K N to amend the K N Charter or resolutions of the Board of Directors of K N providing for the issue of such series of Class A Preferred Stock so as to affect adversely the powers, preferences or rights of holders of Class A Preferred Stock of such series. The holders of Class B Preferred Stock then outstanding also have the right to a separate vote regarding (a) the events described in the first sentence of this paragraph with regard to 15 17 such Class B Preferred Stock, requiring the affirmative vote of at least 50% of the shares of Class B Preferred Stock then outstanding, and (b) amendments to the K N Charter, or to resolutions of K N's Board of Directors providing for the issue of any series of Class B Preferred Stock so as to affect adversely the powers, preferences or rights of the holders of such series, requiring the affirmative vote of at least 50% of the shares of such series then outstanding. Without the affirmative vote or consent of the holders of all Class B $8.30 Series Cumulative Preferred Stock at the time outstanding, voting or consenting separately as a series, K N is not permitted to (i) issue or reissue any shares of Class A Preferred Stock (other than for purposes of exchanges or transfers) in excess of the first 195,000 shares of Class A Preferred Stock authorized and issued, or (ii) increase above 120,000 the aggregate number of shares constituting the Class B $8.30 Series Cumulative Preferred Stock authorized for issuance, or issue or reissue any shares of such series (other than for purposes of exchanges or transfers) in excess of the first 120,000 shares authorized and issued. If dividends are in arrears on the shares of any series of Class A Preferred Stock to which the following provisions are made applicable pursuant to the K N Charter or resolutions of K N's Board of Directors providing for the issue of any such series (i) in an aggregate amount equal to three but less than six full quarterly dividends, then the holders of the shares of all such series of Class A Preferred Stock have the exclusive right, voting separately as a class and without regard to series, to elect directors constituting one-third of K N's Board of Directors or (ii) in an aggregate amount equal to six full quarterly dividends, then such holders have the exclusive right, voting separately as a class and without regard to series, to elect directors constituting one-half of K N's Board of Directors plus one additional director, in each case until all arrearages in dividends and dividends in full for the current quarterly period have been paid on or declared and set aside for payment on the shares of such series. These provisions are applicable to the Class A $5.00 Cumulative Preferred Stock. The holders of the outstanding Class B $8.30 Series Cumulative Preferred Stock have the right to elect directors of K N similar to the Class A $5.00 Cumulative Preferred Stock in the event of non-declaration of dividends, for the periods described above, on the Class B $8.30 Series Cumulative Preferred Stock if the holders of the Class A $5.00 Cumulative Preferred Stock are not then entitled to elect directors as described above. All outstanding shares of Common Stock are, and any shares of Common Stock newly issued under the Plan will be, validly issued, fully paid and nonassessable. Holders of K N Common Stock, Class A $5.00 Cumulative Preferred Stock and Class B $8.30 Series Cumulative Preferred Stock are entitled to one vote for each share on all matters voted on by stockholders. Holders of Common Stock, Class A Preferred Stock and Class B Preferred Stock have no preemptive rights to subscribe for or purchase any additional securities issued by K N. Subject to the preferential rights of the holders of the Class A Preferred Stock and Class B Preferred Stock, the holders of Common Stock are entitled to receive any dividends which may be declared by the Board of Directors out of funds legally available therefor and to share pro rata in the net assets of K N upon liquidation, dissolution or winding up. Shares of Common Stock have no cumulative voting rights or redemption, sinking fund or conversion privileges. ANTI-TAKEOVER MATTERS Certain provisions of the K N Charter and the By-laws of K N could have the effect of preventing a change in control of K N in certain situations. These provisions generally provide for (a) the classification of the Board of Directors of K N into three classes of as nearly an equal number as possible, having staggered terms of three years each; (b) the removal of directors only for cause or by unanimous vote 16 18 of the remaining members of the Board of Directors; (c) the filling of any vacancy on the Board of Directors by the remaining directors then in office, except that until the 1996 annual meeting of stockholders, vacancies in the positions of Chairman and Vice Chairman of the Board of Directors may be filed only by the remaining directors upon recommendation of a special nominating committee; (d) the limitation of the number of directors to a minimum of nine and a maximum of 15, with the exact number to be determined by the Board of Directors; (e) increasing the stockholder vote required to amend, repeal or adopt any provision in a manner inconsistent with the foregoing provisions under (a), (b) and (d) above to two-thirds of the outstanding voting securities of K N; (f) the requirement that certain business combinations or transactions involving K N and any beneficial owner of more than 5% of the outstanding voting securities of K N be approved by holders of at least two-thirds of the outstanding voting securities of K N, including those held by such beneficial owner, unless the business combination or transaction is (I) approved by the Board of Directors before such beneficial owner became a holder of more than 5% of K N's outstanding voting securities or (II) approved by sufficient members of the Board of Directors to constitute a majority of the members of the full Board of Directors in office prior to the time such beneficial owner became a holder of more than 5% of K N's voting securities, or (III) with an entity of which a majority of the outstanding shares of voting securities is owned by K N and its subsidiaries; (g) increasing the stockholder vote required to amend, repeal or adopt any provision in a manner inconsistent with the foregoing provision under (f) above to two-thirds or more of the then outstanding shares of voting securities of K N; (h) the requirement that certain business combinations or transactions involving K N and any beneficial owner of 10% or more of the outstanding voting securities of K N be approved by holders of at least 80% of the outstanding voting securities of K N, including those held by such beneficial owner, unless (I) the business combination or transaction is approved by three-fourths of the Board of Directors then in office who are not associated with or related to anyone who beneficially owns, and do not themselves own, 10 percent or more of K N's voting securities or (II) certain conditions relating generally to the fairness of the price to be received by stockholders of K N in such business combination or transaction are satisfied; (i) increasing the stockholder vote required to amend, repeal or adopt any provision in a manner inconsistent with the foregoing provision under (h) above to 80% or more of the outstanding voting securities of K N unless approved by an affirmative vote of three-fourths of the Board of Directors then in office who are not associated with or related to anyone who beneficially owns, and do not themselves own, 10% or more of K N's voting securities; (j) certain procedural requirements for stockholder nominations to the Board of Directors; and (k) the requirement that special meetings of stockholders may only be called by stockholders owning 51% or more of the outstanding voting securities of K N, by a majority of the Board of Directors, the Chairman of the Board of Directors or the President of K N. KANSAS BUSINESS COMBINATION ACT K N is subject to Sections 17-12,100 et seq. of the Kansas Statutes Annotated (the "K.S.A."), which imposes a three-year moratorium on business combinations between a Kansas corporation and an "interested stockholder" (in general, a stockholder owning 15% or more of a corporation's outstanding voting stock) or an affiliate or associate thereof unless (a) prior to an interested stockholder becoming such, the board of directors of the corporation has approved either the business combination or the transaction by which the interested stockholder became such; (b) upon consummation of the transaction resulting in an interested stockholder becoming such, the interested stockholder owns 85% of the voting stock that was outstanding at the time the transaction commenced (excluding, from the calculation of outstanding shares, shares beneficially owned by management, directors and certain employees stock plans); or (c) on or after the date an interested stockholder becomes such, the business combination is approved by (i) the Board of 17 19 Directors and (ii) the affirmative vote of the holders of at least 66 2/3% of the outstanding shares (other than those shares beneficially owned by the interested stockholder) at a meeting of stockholders. KANSAS CONTROL SHARE ACQUISITIONS ACT K N is also subject to Sections 17-1286 et seq. of the K.S.A. (the "Kansas Control Share Acquisitions Act"), which applies to public corporations incorporated in Kansas that have certain other connections with the state. The Kansas Control Share Acquisitions Act relates principally to the acquisition of "control shares" in such a corporation. Under the Kansas Control Share Acquisitions Act, a control share acquisition is one that, except for the operation of the Act, would raise the acquiring person's voting power in the election of directors of the subject corporation to or above any of three thresholds: one-fifth or more but less than one-third of all voting power; one-third or more but less than a majority of all voting power; and at least a majority of all voting power. Whenever a control share acquisition occurs, the acquiring person has no voting rights with respect to those shares unless both a majority of all outstanding shares and a majority of all such shares excluding all "interested shares" (in general, shares beneficially controlled by the acquiring person or any officer or inside director of the subject corporation) approve the acquisition. If the control shares are accorded voting rights, then dissenters' rights are available under the Kansas Control Share Acquisitions Act to stockholders who did not vote in favor of the control share acquisition and who comply with certain prescribed procedures. If the stockholders vote not to accord voting rights to the control shares, however, then the issuing corporation has a 60-day option to redeem all such shares at market value. OTHER MATTERS The Bank of New York serves as registrar and transfer agent for the Common Stock and for the Class A $5.00 Cumulative Preferred Stock. K N serves as registrar and transfer agent for its Class B $8.30 Series Cumulative Preferred Stock. LEGAL MATTERS The legality of the shares of Common Stock offered by this Prospectus has been passed upon for the Company by William S. Garner, Jr., Vice President, General Counsel and Secretary of K N. EXPERTS The consolidated financial statements and schedules, included in K N's Annual Report on Form 10-K for the year ended December 31, 1994, which is incorporated by reference herein, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. Reference is made to such report, which calls attention to certain changes in accounting principles during the periods reported thereon. 18 20 ITEM 16. EXHIBITS. The following document is filed as an exhibit to this Post-Effective Amendment. Exhibit No. Description - ----------- ----------- 23.3 Consent of Arthur Andersen LLP I-1 21 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakewood, State of Colorado on the 30th day of June, 1995. K N ENERGY, INC. BY: /s/ Larry D. Hall ------------------------------------- President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 30, 1995.
Signature --------- Title ----- (i) Principal executive officer: /s/ Larry D. Hall - ------------------------------------------------- (Larry D. Hall) President and Chief Executive Officer (ii) Principal financial and accounting officer: * - ------------------------------------------------- (E. Wayne Lundhagen) Vice President and Treasurer (iii) Directors: - ------------------------------------------------- (Edward H. Austin, Jr.) * - ------------------------------------------------- (Charles W. Battey) - ------------------------------------------------- (Stewart A. Bliss) * - ------------------------------------------------- (David W. Burkholder)
II-2 22 - ------------------------------------------------- (David M. Carmichael) * - ------------------------------------------------- (Robert H. Chitwood) * - ------------------------------------------------- (Howard P. Coghlan) * - ------------------------------------------------- (Robert B. Daugherty) * - ------------------------------------------------- (Jordan L. Haines) /s/ Larry D. Hall - ------------------------------------------------- (Larry D. Hall) - ------------------------------------------------- (William J. Hybl) - ------------------------------------------------- (Edward Randall, III) - ------------------------------------------------- (James C. Taylor) * - ------------------------------------------------- (H. A. True, III) By: /s/ Larry D. Hall ---------------------------------------------- (Larry D. Hall, Attorney-in-Fact)
II-3 23 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 23.3 Consent of Arthur Andersen LLP
EX-23.3 2 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.3 CONSENT OF K N INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement No. 33-69432 and in Registration Statement No. 33-44871 of our report dated February 16, 1995, included in K N Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994 and to all references to our firm included in such Registration Statements. /s/ ARTHUR ANDERSEN LLP Arthur Andersen LLP Denver, Colorado June 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----