8-K

UNITED STATES
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

Date of Report (Date of earliest event reported):  April 29, 2005

KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
1-11234
(Commission
File Number)
76-0380342
(I.R.S. Employer
Identification No.)

500 Dallas Street, Suite 1000
Houston, Texas 77002
(Address of principal executive offices, including zip code)


713-369-9000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03

Amendments to Articles of Incorporation or Bylaws

In connection with the transaction reported under Item 8.01 below, a portion of the cash component of the consideration was paid as a special distribution on the 957,656 units issued.  A provision was added to the special distributions section of the Third Amended and Restated Partnership Agreement of Kinder Morgan Energy Partners, L.P. (the "Partnership") on April 29, 2005 to provide for such one time special distribution.  A copy of the amendment is furnished herewith as Exhibit 99.1.

Item 8.01

Other Events

On April 29, 2005, the Partnership completed the acquisition of seven bulk terminal operations from Trans-Global Solutions, Inc. for approximately $245 million, consisting of approximately $184 million in cash and 957,656 units representing limited partner interests of the Partnership at closing, and an additional $15 million in units to be paid two years after closing.  All of the acquired assets are located in Texas, and include facilities at the Port of Houston, the Port of Beaumont and the TGS Deepwater Terminal located on the Houston Ship Channel.

Item 9.01

Financial Statements and Exhibits

The following material is furnished pursuant to Item 5.03 as an exhibit to this Current Report on Form 8-K.

(c)  Exhibits

Exhibit

Number

Description

99.1

Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Kinder Morgan Energy Partners, L.P.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KINDER MORGAN ENERGY PARTNERS, L.P.

By:

KINDER MORGAN G.P., INC.,

its general partner

By:

KINDER MORGAN MANAGEMENT, LLC,

its delegate

Dated:  May 2, 2005	By:	/s/ Joseph Listengart
		Joseph Listengart Vice President and General Counsel

EXHIBIT INDEX

Exhibit

Number

Description

99.1

Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Kinder Morgan Energy Partners, L.P.

EX-99.1

Exhibit 99.1

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
KINDER MORGAN ENERGY PARTNERS, L.P.

This Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Kinder Morgan Energy Partners, L.P. (this "Amendment") is made as of the 29th day of April, 2005, by Kinder Morgan G.P., Inc., a Delaware corporation (the "General Partner"), in its individual capacity and as attorney-in-fact for the Limited Partners (as such term is defined in the Partnership Agreement) of Kinder Morgan Energy Partners, L.P. and by Kinder Morgan Management, LLC, as the delegate of the General Partner, in accordance with Article XV of the Partnership Agreement (as such capitalized terms are defined below).

R E C I T A LS

A.

The General Partner is the sole general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership") organized under a Third Amended and Restated Agreement of Limited Partnership dated as of May 18, 2001 (the "Partnership Agreement").

B.

The Partnership entered into a Contribution and Sale Agreement dated February 22, 2005 (the "Contribution Agreement") by and among Trans-Global Solutions, Inc. ("TGS"), a Texas corporation, TGS Deepwater Terminal, L.P., a Texas limited partnership, Stevedore Holdings, Inc., a Texas corporation, Locomotive Leasing Services, Ltd., a Texas limited liability company, Neches River Terminal, Inc., a Delaware corporation, TGS Deepwater Terminal Interests, L.L.C., a Texas limited liability company, the William F. Scott 1991 Trust, a Texas trust, the Richard R. Scott 1991 Trust, a Texas trust, and the Partnership.

C.

The Contribution Agreement provides for, among other things, the contribution of certain bulk handling, storage and terminal assets owned by TGS, in exchange for the issuance by the Partnership to TGS of 957,656 common units representing limited partnership interests of the Partnership.

D.

Pursuant to the Contribution Agreement, the Partnership shall incur debt in an amount equal to $50,852,000 on such terms as may be acceptable to the Partnership (the "KMEP Debt").  The Partnership will use the proceeds of the KMEP Debt to fund a distribution to TGS in the amount of $50,852,000 (the "Special Distribution"), which shall be declared and paid to TGS upon its contribution to the Partnership pursuant to the Contribution Agreement.

E.

To effect the Special Distributions as contemplated by the Contribution Agreement, it is necessary to amend the Partnership Agreement as provided herein.

F.

Section 15.1(d) of the Partnership Agreement provides that the General Partner may amend the Partnership Agreement without the consent of any Limited Partner to reflect a change that, in the sole discretion of the General Partner, does not adversely affect the Limited Partners in any material respect.  In addition, Section 15.1(d) of the Partnership Agreement provides that the General Partner may amend the Partnership Agreement without the consent of any Limited

Partner to reflect a change that is required to effect the intent of the provisions of the Partnership Agreement or is otherwise contemplated by the Partnership Agreement.

G.

The General Partner is authorized to execute and deliver this Amendment on behalf of the Limited Partners pursuant to Sections 15.1 and 1.4 of the Partnership Agreement.

AGREEMENT

NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

1.

Section 5.9.  A new Section 5.9 is hereby added to the Partnership Agreement, to follow Section 5.8 and to read in full as follows:

"5.9

Special Distributions.  Notwithstanding anything to the contrary set forth in this Agreement, following the contributions to the Partnership by Trans-Global Solutions, Inc, a Texas corporation ("TGS"), of certain bulk handling, storage and terminal assets owned by TGS as contemplated by the Contribution and Sale Agreement dated February 22, 2005 (the “Contribution Agreement”), among TGS, TGS Deepwater Terminal, L.P., a Texas limited partnership, Stevedore Holdings, Inc., a Texas corporation, Locomotive Leasing Services, Ltd., a Texas limited liability company, Neches River Terminal, Inc., a Delaware corporation, TGS Deepwater Terminal Interests, L.L.C., a Texas limited liability company, the William F. Scott 1991 Trust, a Texas trust, the Richard R. Scott 1991 Trust, a Texas trust, and the Partnership, the Partne rship shall distribute $50,852,000 in cash to TGS (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Contribution Agreement.  Notwithstanding anything to the contrary set forth in this Agreement (including Section 5.1(d)(iii)(A)), neither TGS nor the General Partner shall receive an allocation of income (including gross income) or gain as a result of the distribution provided for in the preceding sentence."

2.

Ratification.  Except as expressly amended hereby, the Partnership Agreement is hereby ratified and confirmed, and shall continue in full force and effect.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, Kinder Morgan Management, LLC has executed and delivered this Amendment, in its capacity as the delegate of the General Partner, and the General Partner has executed and delivered this Amendment, in its individual capacity and as attorney-in-fact for the Limited Partners, in accordance with Section 15.1 of the Partnership Agreement, and as of the date first above written.

KINDER MORGAN MANAGEMENT, LLC, as the delegate of the General Partner
By:	/s/ Joseph Listengart
Name:	Joseph Listengart
Title:	Vice President

KINDER MORGAN G.P., INC., as General Partner
By:	/s/ Joseph Listengart
Name:	Joseph Listengart
Title:	Vice President

KINDER MORGAN G.P., INC., as Attorney-in-Fact for the Limited Partners
By:	/s/ Joseph Listengart
Name:	Joseph Listengart
Title:	Vice President