-----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, In1/Dzjbw/LNmxNze0CUTSRJ/h06mlJWgjcALU0ImGYugrhi7Daxx8ykyMCT9NeT 7qFj9uU5EyKDjKky1vWHpw== 0000950172-99-001233.txt : 19990916 0000950172-99-001233.hdr.sgml : 19990916 ACCESSION NUMBER: 0000950172-99-001233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990915 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990915 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: 8-K SEC ACT: SEC FILE NUMBER: 001-06446 FILM NUMBER: 99712103 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: 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 FORM 8-K 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 September 15, 1999 (Date of earliest event reported) K N Energy, Inc. (Exact name of Registrant as specified in its charter) Kansas 1-6446 48-0290000 (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 370 Van Gordon Street P. O. Box 281304 Lakewood, Colorado 80228-8304 (Address of principal executive offices, including zip code) (303) 989-1740 (Registrant's telephone number, including area code) Item 5. Other Events. On September 15, 1999, K N Energy, Inc., a Kansas corporation (the "Company"), and Kinder Morgan, Inc., a Delaware corporation ("Kinder Morgan"), issued a joint press release outlining the strategies that the Company plans to implement following the completion of the merger in which Kinder Morgan will become a wholly-owned subsidiary of the Company. The joint press release is attached as Exhibit 99.1 and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Joint Press Release of the Company and Kinder Morgan, issued September 15, 1999. SIGNATURE 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. K N Energy, Inc. By: /s/ Stewart A. Bliss ------------------------------------ Name: Stewart A. Bliss Title: Chairman and Chief Executive Officer Date: September 15, 1999 EXHIBIT INDEX 99.1 Joint Press Release of the Company and Kinder Morgan, issued September 15, 1999. EX-99.1 2 PRESS RELEASE Exhibit 99.1 [K N Energy logo] [Kinder Morgan logo] Larry Pierce @ 303-914-4751 Irene Twardowski @ 713-844-9500 www.kne.com www.kindermorgan.com KINDER MORGAN,INC. - KN ENERGY UNVEIL PLAN FOR COMBINED COMPANY HOUSTON and LAKEWOOD, COLO., Sept. 15, 1999 - Kinder Morgan, Inc. and KN Energy, Inc. (NYSE - KNE), which previously announced plans to merge, unveiled a strategic gameplan Wednesday for the combined company. By merging operations, the company expects to realize $65 million to $70 million in annual cost savings beginning next year. The key strategies outlined by management are designed to increase earnings beyond analysts' current consensus estimate of $0.92 of earnings per share for KN for the year 2000. Both companies have scheduled special shareholder meetings Sept. 28 to vote on the proposed transaction. KN shareholders also will vote on amending KN's articles of incorporation to change the name of the company to Kinder Morgan, Inc. upon completion of the merger, which is expected in early October. Rich Kinder, chairman and chief executive officer of Kinder Morgan, Inc., and Stewart Bliss, interim chairman and chief executive officer of KN, noted the merger combines the general partner of the largest independent refined products pipeline company in the U.S. with one of the largest natural gas pipeline operators in the country. "The planned merger will create a premier midstream energy company," Kinder said. "Our combined asset base, with operations in every region of the U.S. except the northeast, will provide a diverse platform for growth." According to Bliss, the merger will reduce KN's debt to total capitalization ratio from 72 percent to 65 percent and will provide a strong senior management team with a proven track record. Kinder will be named chairman and chief executive officer of the combined entity. (more) Kinder Morgan-KN Strategy Page 2 Kinder outlined the following "back to basics" strategy to improve the company's financial performance: o Focus on and enhance utilization of core assets. The company's core businesses will include interstate natural gas pipelines and associated assets, interstate refined products pipelines, retail natural gas distribution, natural gas marketing and trading and power development. o Sell non-core assets to deleverage the balance sheet. Assets previously identified for potential divestiture include KN's international assets, MidCon Texas Pipeline, Wattenberg Gathering and Processing, enoable and Orcom, KN Field Services and Compressor Pump & Engine and certain West Texas transmission assets. The company announced today it will actively market other gathering and processing assets, including the Bushton plant and Hugoton gathering system in Kansas. In total, the sale of non-strategic assets is expected to reduce debt and long-term leases by $750 million to $1 billion. o Sell select core assets for fair value to Kinder Morgan Energy Partners (NYSE:ENP), a publicly traded master limited partnership. Kinder said these assets must qualify for the partnership and be accretive to distributions per unit. By selling assets to KMEP, the company will still continue to participate in their future growth through its general partner interest. o Dramatically reduce corporate overhead costs by $65 million to $70 million annually starting in 2000. Approximately one-third of the savings are expected to come from payroll reductions. Kinder explained that with divestiture of certain non-core assets, less corporate overhead support will be required. Nearly all of the cost cuts will occur at the corporate level as opposed to field operations. Regulated operations and services will not be adversely affected by the cost reductions. o Align employee and shareholder incentives. Kinder and William Morgan, who will become the two largest shareholders of the merged company upon closing, will be the top two executives of the combined company and have each agreed to a salary of $1 per year. In addition, all full-time employees will be eligible for a stock option plan. o Recommend to the new board of the combined company reducing the dividend from $0.80 to $0.20 annually. This measure would save nearly $70 million in cash annually that could be used to reduce debt and fuel growth initiatives. Kinder said he is committed to increasing the dividend as the company's financial performance improves. o Aggressively seek accretive acquisitions and expansions in core businesses. For example, Kinder said the company will pursue power development and retail natural gas distribution opportunities, as well as strategic growth projects along its interstate pipeline systems. (more) Kinder Morgan-KN Strategy Page 3 Bliss said he expects third quarter operating results near breakeven with minor merger-related charges producing a net loss. In the fourth quarter, significant non-recurring charges are expected, including losses associated with assets definitively identified for sale or discontinuance, as well as merger-related charges. Combined, this could result in an after-tax charge in the range of $200 million to $250 million. Kinder Morgan, Inc. is the sole stockholder of the general partner of Kinder Morgan Energy Partners, L. P. Kinder Morgan Energy Partners, L. P., which has an enterprise value of approximately $3.0 billion, is the nation's largest pipeline master limited partnership. It owns and operates one of the large product pipeline systems in the United States, serving customers in 16 states with more than 5,000 miles of pipeline and over 20 associated terminals. Kinder Morgan Energy Partners, L. P. also operates 24 bulk terminal facilities which transload over 40 million tons of coal, petroleum coke and other products annually. In addition, Kinder Morgan owns 51 percent of Plantation Pipe Line Company and a 20 percent interest in Shell CO2 Company, Ltd. KN Energy, Inc., based in Lakewood, Colo., is the nation's sixth-largest integrated natural gas company with more than $8 billion in total assets and is one of the largest pipeline operators with more than 25,000 miles of pipe. It has operations in 16 states, including natural gas gathering, processing, marketing, storage, transportation, energy commodity sales - natural gas and natural gas liquids; electric generation design, construction and operation; and innovative services designed for consumers, utilities and commercial entities. # # # 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-----