-----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, RjQj0MlIxK0l3xJqWDKj+i7BAklWSgxLDh13eQS2F/8DnOKaiEl2gZPA/fMVM2S4 66ISEB/vjX8Y7hVvd0jCVA== 0000950129-99-005077.txt : 19991117 0000950129-99-005077.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950129-99-005077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991007 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991115 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: 8-K SEC ACT: SEC FILE NUMBER: 001-06446 FILM NUMBER: 99756524 BUSINESS ADDRESS: STREET 1: 370 VAN GORDON ST STREET 2: PO BOX 281304 CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 BUSINESS PHONE: 3039891740 MAIL ADDRESS: STREET 1: 370 VAN GORDON STREET STREET 2: P O BOX 281304 CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 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 8-K 1 KINDER MORGAN, INC. - DATED OCTOBER 7, 1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 7, 1999 (Date of earliest event reported) KINDER MORGAN, INC. (Exact name of registrant as specified in its charter) KANSAS 1-6446 48-0290000 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1301 McKinney, Suite 3400 Houston, Texas 77010 (Address of principal executive offices, including zip code) 713-844-9500 (Registrant's telephone number, including area code) 2 ***NOTE: THIS FILING IS IDENTICAL TO THE PREVIOUSLY FILED CURRENT REPORT ON FORM 8-K FOR KINDER MORGAN, INC. FILED OCTOBER 21, 1999 (FILE NO. 333-78165) UNDER KINDER MORGAN, INC., A DELAWARE CORPORATION (CIK #0001031188). ITEM 2. ACQUISITION OF ASSETS. On October 7, 1999, K N Energy, Inc., a Kansas corporation (the "Company"), consummated its acquisition of Kinder Morgan, Inc., a Delaware corporation ("Kinder Morgan - Delaware"). Pursuant to the Agreement and Plan of Merger dated July 8, 1999, as amended by the First Amendment to the Merger Agreement dated August 20, 1999 (the "Merger Agreement"), by and among the Company, Rockies Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and Kinder Morgan - Delaware, among other things, Merger Sub was merged with and into Kinder Morgan - Delaware, with Kinder Morgan - Delaware as the surviving corporation (the "Merger"). In conjunction with the Merger, the Company changed its name from "K N Energy, Inc." to "Kinder Morgan, Inc." Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of Kinder Morgan - Delaware was converted into 3,917.957 shares of common stock, par value $5.00 per share, of the Company ("Company Common Stock"), resulting in an issuance of 41,483,323 shares of Company Common Stock. -2- 3 ITEM 5. OTHER EVENTS. On October 7, 1999, the Company issued a press release announcing the closing of the Merger and the Company's subsequent name change to "Kinder Morgan, Inc." This press released is filed herewith as Exhibit 99.1 and is incorporated herein by reference. On October 7, 1999, David W. Burkholder, Robert H. Chitwood, Howard P. Coghlan, Jordan L. Haines and James C. Taylor resigned as directors of the Company effective as of the closing of the transactions contemplated by the Merger Agreement. On October 8, 1999, the number of directors constituting the Board of Directors was set at 10 and the remaining directors, in accordance with the Governance Agreements described below, appointed Richard D. Kinder, William V. Morgan, Ted A. Gardner and Fayez Sarofim to fill the four vacancies on the Company's Board of Directors. In addition, upon consummation of the Merger, the Company entered into Governance Agreements with each of Richard D. Kinder and Morgan Associates, Inc., a Kansas corporation. A copy of Mr. Kinder's Governance Agreement is attached hereto as an exhibit and is hereby incorporated by reference. A copy of Morgan Associates, Inc.'s Governance Agreement is attached hereto as an exhibit and is hereby incorporated by reference. Also, upon consummation of the Merger, the Company entered into an Employment Agreement with Richard D. Kinder. A copy of Mr. Kinder's Employment Agreement is attached hereto as an exhibit and is hereby incorporated by reference. -3- 4 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements. The financial statements of Kinder Morgan - Delaware and of Kinder Morgan Energy Partners, L.P. and subsidiaries as of and for the year ended December 31, 1998 and the six-month period ended June 30, 1999 are hereby incorporated by reference to the Company's Registration Statement on Form S-4 filed on August 23, 1999 (File No. 333-85747). (b) Pro Forma Financial Information. The pro forma financial information related to the acquisition is hereby incorporated by reference to the Company's Registration Statement on Form S-4 filed on August 23, 1999 (File No. 333-85747). (c) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K. Exhibit Number Description ------- ----------- 2.1 Agreement and Plan of Merger dated July 8, 1999, by and among the Company, Merger Sub and Kinder Morgan - Delaware (incorporated by reference to Annex A-1 of the Company's Registration Statement on Form S-4 filed on August 23, 1999 (File No. 333-85747)). 2.2 First Amendment to the Agreement and Plan of Merger dated August 20, 1999, by and among the Company, Merger Sub and Kinder Morgan - Delaware (incorporated by reference to Annex A-2 of the Company's Registration Statement on Form S-4 filed on August 23, 1999 (File No. 333-85747)). 10.1 Governance Agreement dated October 7, 1999, by and between the Company and Richard D. Kinder (incorporated by reference to Exhibit 99.C of the Schedule 13D filed by Mr. Kinder on October 8, 1999). 10.2 Governance Agreement dated October 7, 1999, by and between the Company and Morgan Associates, Inc. -4- 5 (incorporated by reference to Exhibit 99.C of the Schedule 13D filed by Morgan Associates, Inc. on October 8, 1999). 10.3 Employment Agreement dated October 7, 1999, by and between the Company and Richard D. Kinder (incorporated by reference to Exhibit 99.D of the Schedule 13D filed by Mr. Kinder on October 8, 1999). *23.1 Consent of PricewaterhouseCoopers LLP *99.1 Press Release of the Company issued October 7, 1999. - ------------------ * filed herewith -5- 6 S I G N A T U R E Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KINDER MORGAN, INC. Dated: October 21, 1999 By: /s/ JOSEPH LISTENGART ------------------------------- Joseph Listengart Vice President and General Counsel 7 EXHIBIT INDEX Exhibit Number Description ------- ----------- 2.1 Agreement and Plan of Merger dated July 8, 1999, by and among the Company, Merger Sub and Kinder Morgan - Delaware (incorporated by reference to Annex A-1 of the Company's Registration Statement on Form S-4 filed on August 23, 1999 (File No. 333-85747)). 2.2 First Amendment to the Agreement and Plan of Merger dated August 20, 1999, by and among the Company, Merger Sub and Kinder Morgan - Delaware (incorporated by reference to Annex A-2 of the Company's Registration Statement on Form S-4 filed on August 23, 1999 (File No. 333-85747)). 10.1 Governance Agreement dated October 7, 1999, by and between the Company and Richard D. Kinder (incorporated by reference to Exhibit 99.C of the Schedule 13D filed by Mr. Kinder on October 8, 1999). 10.2 Governance Agreement dated October 7, 1999, by and between the Company and Morgan Associates, Inc. (incorporated by reference to Exhibit 99.C of the Schedule 13D filed by Morgan Associates, Inc. on October 8, 1999). 10.3 Employment Agreement dated October 7, 1999, by and between the Company and Richard D. Kinder (incorporated by reference to Exhibit 99.D of the Schedule 13D filed by Mr. Kinder on October 8, 1999). *23.1 Consent of PricewaterhouseCoopers LLP *99.1 Press Release of the Company issued October 7, 1999. - ------------------ * filed herewith EX-23.1 2 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this current report on Form 8-K of Kinder Morgan, Inc. of our report dated March 10, 1999 and March 31, 1999 included in K N Energy, Inc.'s Registration Statement on Form S-4 (File No. 333-85747) dated August 23, 1999 relating to the financial statements of Kinder Morgan Energy Partners, L.P. and Kinder Morgan, Inc., respectively, as of December 31, 1998 and for the year then ended. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Houston, Texas August 23, 1999 EX-99.1 3 PRESS RELEASE - DATED OCTOBER 7, 1999 1 EXHIBIT 99.1 [KINDER MORGAN LOGO] Larry Pierce Irene Twardowski Media Relations Investor Relations (303)914-4751 (713)844-9543 KINDER MORGAN - KN ENERGY TRANSACTION COMPLETED COMPANY WILL TRADE AS "KMI" ON NYSE HOUSTON, Oct. 7, 1999 - Kinder Morgan, Inc. today announced that its merger with KN Energy, Inc. (NYSE: KNE) is complete. The combined company has been renamed Kinder Morgan, Inc. and will trade under the New York Stock Exchange symbol "KMI." Kinder Morgan Energy Partners, L.P. (NYSE: ENP), a master limited partnership operated by a subsidiary of Kinder Morgan, Inc., will remain a separate entity and will continue to trade as "ENP." "We are very pleased with the expeditious manner in which the regulatory agencies worked with us to bring this merger to closure," said Rich Kinder, chairman and chief executive officer of the company. The merger was announced on July 8, 1999. "We are excited about the prospects of the combined company, and are working hard to implement our 'back to basics' strategy," Kinder said. Kinder Morgan, Inc. is one of the largest midstream energy companies in America, operating more than 30,000 miles of natural gas and products pipelines in 26 states. It also has significant retail distribution, marketing, gathering, electric generation and terminal assets. Kinder Morgan, Inc., through its general partner interest, operates Kinder Morgan Energy Partners, L. P., America's largest pipeline master limited partnership. Combined, the two companies have an enterprise value of approximately $10 billion. # # # For more information, contact: www.kindermorgan.com or www.kne.com (more) 2 KINDER MORGAN-KN TRANSACTION PAGE 2 This news release contains forward-looking statements within the scope of the Securities Act of 1933 and the Securities Exchange Act of 1934. Although the company believes that these statements are based upon reasonable assumptions, it can give no assurance that its goals will be achieved. Differences between assumed facts and actual results can be material depending on the circumstances and investors should be aware of important factors that could have a material impact on future results. Such factors include, among others, the pace of deregulation of retail natural gas and electricity; federal, state and international regulatory developments; the timing and extent of changes in commodity prices for oil, natural gas, natural gas liquids, electricity, certain agricultural products and interest rates; the extent of success in acquiring natural gas facilities; the timing and success of efforts to develop power, pipeline and other projects; political developments in foreign countries; weather-related factors; and conditions of the capital markets and equity markets during the periods noted in the release. All of these factors are difficult to predict and many are beyond the company's control. -----END PRIVACY-ENHANCED MESSAGE-----