-----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, UbOi62q6t07wJT1Le92nr3R5Yw8+n5hL5V5K43rsA3m+4keraCmGR+cgG9pZZbMP FjSJHYh9LLKh8kJEkXf1ig== 0000950129-98-002467.txt : 19980610 0000950129-98-002467.hdr.sgml : 19980610 ACCESSION NUMBER: 0000950129-98-002467 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 7 333-50431 FILED AS OF DATE: 19980609 EFFECTIVENESS DATE: 19980609 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN ENERGY PARTNERS L P CENTRAL INDEX KEY: 0000888228 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 760380342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-56335 FILM NUMBER: 98644220 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY ST STREET 2: STE 3450 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7138449500 MAIL ADDRESS: STREET 1: C/O MORRISON & HECKER LLP STREET 2: 2600 GRAND AVENUE CITY: KANSAS CITY STATE: MO ZIP: 64108 FORMER COMPANY: FORMER CONFORMED NAME: ENRON LIQUIDS PIPELINE L P DATE OF NAME CHANGE: 19970304 S-3MEF 1 KINDER MORGAN ENERGY PARTNERS, L.P. 1 AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON JUNE 9, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------------- KINDER MORGAN ENERGY PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 76-0380342 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification Number) organization)
KINDER MORGAN ENERGY PARTNERS, L.P. 1301 MCKINNEY STREET, SUITE 3450 HOUSTON, TEXAS 77010 (713) 844-9500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive officer) CLARE H. DOYLE KINDER MORGAN ENERGY PARTNERS, L.P. 1301 MCKINNEY STREET, SUITE 3450 HOUSTON, TEXAS 77010 (713) 844-9500 (Address, including zip code, and telephone number, including area code, of agent for service) --------------------------- Copy to: GEORGE E. RIDER MICHAEL ROSENWASSER PATRICK J. RESPELIERS WILLIAM N. FINNEGAN, IV MORRISON & HECKER L.L.P. ANDREWS & KURTH L.L.P. 2600 GRAND AVENUE 425 LEXINGTON AVENUE KANSAS CITY, MISSOURI 64108 NEW YORK, NY 10017
--------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. --------------------------- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-50431 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------------- CALCULATION OF ADDITIONAL REGISTRATION FEE ============================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Common Units......... 575,000 Common Units(1) $36.8125(2) $21,167,187.50 $6,244.32 ==============================================================================================================================
(1) Includes 75,000 Units to be issued if the Underwriters' over allotment option is exercised in full. (2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and Rule 457(c) thereunder, based on the average of the high and low prices of the Units reported in the consolidated reporting system of the New York Stock Exchange on June 8, 1998. 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Registration No. 333-50431) filed by Kinder Morgan Energy Partners, L.P. with the Securities and Exchange Commission on April 17, 1998, as amended by Amendment No. 1 thereto filed on May 27, 1998, and Amendment No. 2 thereto filed on June 8, 1998, which was declared effective on June 8, 1998, are incorporated herein by reference. 2 3
EXHIBIT ------- 5.1 -- Opinion of Morrison & Hecker LLP as to the legality of the securities being registered. 8.1 -- Tax Opinion of Morrison & Hecker LLP 23.1 -- Consent of Morrison & Hecker (included in Exhibit 5.1). 23.2 -- Consent of Price Waterhouse LLP. 23.3 -- Consent of Price Waterhouse LLP. 23.4 -- Consent of Arthur Andersen LLP. *24.1 -- Powers of Attorney. 99.1 -- Certificate of Registrant as to payment of additional registration fee.
- --------------- * Incorporated by reference to the Registrant's Registration Statement on Form S-3, as amended (Registration No. 333-50431). 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 9, 1998. KINDER MORGAN ENERGY PARTNERS, L.P. (A Delaware Limited Partnership) By: KINDER MORGAN G.P., INC. as General Partner By: /s/ WILLIAM V. MORGAN ---------------------------------- William V. Morgan Vice Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE - ----------------------------------------------------- -------------------------------- ------------ * Director, Chairman of the Board June 9, 1998 - ----------------------------------------------------- and Chief Executive Officer of Richard D. Kinder Kinder Morgan G.P., Inc. (Principal Executive Officer) /s/ WILLIAM V. MORGAN Director and Vice Chairman of June 9, 1998 - ----------------------------------------------------- Kinder Morgan G.P., Inc. William V. Morgan * Director of Kinder Morgan G.P., June 9, 1998 - ----------------------------------------------------- Inc. Alan L. Atterbury * Director of Kinder Morgan G.P., June 9, 1998 - ----------------------------------------------------- Inc. Edward O. Gaylord * Director, President and Chief June 9, 1998 - ----------------------------------------------------- Operating Officer of Kinder Thomas B. King Morgan G.P., Inc. * Vice President, Treasurer and June 9, 1998 - ----------------------------------------------------- Chief Financial Officer David G. Dehaemers, Jr. (Principal Financial and Accounting Officer)
*by /s/ WILLIAM V. MORGAN -------------------------------- William V. Morgan Attorney-in-Fact 3 EX-5.1 2 OPINION OF MORRISON & HECKER 1 EXHIBIT 5.1 [MORRISON & HECKER, L.L.P. LETTERHEAD] June 9, 1998 Kinder Morgan Energy Partners, L.P. 1301 McKinney Street, Suite 3450 Houston, Texas 77010 Re: Common Units Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") filed on June 9, 1998 with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers 575,000 Common Units ("Common Units") representing limited partner interests in the Partnership consisting of: (i) 500,000 Common Units to be issued by the Partnership and 75,000 Common Units to be issued by the Partnership if the underwriters exercise their overallotment option (collectively referred to as the "Additional Common Units"). This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this Opinion Letter should be read in conjunction therewith. The opinions expressed herein are given only with respect to the present status of the substantive laws of the state of Delaware. We express no opinion as to any matter arising under the laws of any other jurisdiction. In rendering the opinions set forth below, we have examined and relied on the following: (1) the Registration Statement; (2) the Partnership's Second Amended and Restated Agreement of Limited Partnership dated January 14, 1998 (the "Partnership Agreement"); and (3) such other documents, materials, and authorities as we have deemed necessary in order to enable us to render our opinions set forth below. Based on and subject to the foregoing and other qualifications set forth below, we are of the opinion that 2 Kinder Morgan Energy Partners, L.P. June 9, 1998 Page 2 the Additional Common Units to be issued and delivered as contemplated by the Registration Statement have been duly authorized for issuance and when issued and delivered in accordance with the terms of the form of Underwriting Agreement filed as an exhibit to the Registration Statement, will be validly issued and, on the assumption that the limited partners of the Partnership take no part in the control of the Partnership's business and otherwise act in conformity with the provisions of the Partnership Agreement (Articles VI and VII) regarding control and management of the Partnership, such Common Units will be fully paid and nonassessable. We hereby consent to the filing of this letter as an Exhibit to the Registration Statement and to the reference of this firm under the heading "Legal Matters" in the Prospectus forming part of the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, /s/ MORRISON & HECKER L.L.P. KKT:mlc EX-8.1 3 TAX OPINION OF MORRISON & HECKER LLP 1 EXHIBIT 8.1 [MORRISON & HECKER L.L.P. LETTERHEAD] June 9, 1998 Kinder Morgan Energy Partners, L.P. 1301 McKinney Street, Suite 3450 Houston, Texas 77010 Re: Kinder Morgan Energy Partners, L.P.: Form S-3 Registration Statement Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") filed on June 9, 1998 with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers 575,000 Common Units ("Common Units") representing limited partner interests in the Partnership consisting of: (i) 500,000 to be issued and distributed by the Partnership and 75,000 Common Units to be issued and distributed by the Partnership if the underwriters exercise their overallotment option. In rendering the opinions set forth below, we have examined and relied on the following: (1) the Registration Statement; (2) the Partnership's Second Amended and Restated Agreement of Limited Partnership dated January 14, 1998; and (3) such other documents, materials, and authorities as we have deemed necessary in order to enable us to render our opinions set forth below. In addition, our opinions are based on the facts and circumstances set forth in the Prospectus and on certain representations made by the Partnership, Kinder Morgan G.P., Inc., the Partnership's general partner, and the selling unitholders. We have not made an independent investigation of such facts. Our opinion as to the matters set forth herein could change as a result of changes in facts and circumstances, changes in the terms of the documents reviewed by us, or changes in the law subsequent to the date hereof. Our opinion is based on the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), regulations under such Code, judicial authority and current administrative rulings and practice, all as of the date of this letter, and all of which may change at any time. Based upon and subject to the foregoing and assuming compliance with all provisions of the documents referenced above, we are of the opinion that for federal income tax purposes (i) 2 Kinder Morgan Energy Partners, L.P. June 9, 1998 Page 2 the Partnership and its operating partnerships are and will continue to be classified as partnerships and not as associations taxable as corporations; and (ii) each purchaser of Common Units who acquires beneficial ownership of the Partnership's Common Units, and either has been admitted or is pending admission to the Partnership as an additional limited partner, or if the Common Units are held by a nominee, each purchaser of such Common Units (so long as such person has the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of such Units) will be treated as a partner of the Partnership for federal income tax purposes. Further, we are of the opinion that the discussion of federal income tax consequences set forth in the Prospectus under the heading "Material Federal Income Tax Considerations" is accurate in all material aspects as to matters of law and legal conclusions. This opinion may be relied upon by you, the purchasers of Common Units and the Partnership. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to this firm under the headings "Material Federal Income Tax Considerations" and "Legal Matters" in the Prospectus forming part of the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, /s/ MORRISON & HECKER L.L.P. EX-23.2 4 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Kinder Morgan Energy Partners, L.P. of our report dated March 6, 1998 relating to the consolidated financial statements of Kinder Morgan Energy Partners, L.P. appearing on page F-2 and of our report dated March 6, 1998 relating to the financial statements of Mont Belvieu Associates appearing on page F-20 of Kinder Morgan Energy Partners, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1997. We also hereby consent to the incorporation by reference in Exhibit 99.1 of this Registration Statement on Amendment 2 to Form S-3 (No. 333-50431) of Kinder Morgan Energy Partners, L.P. of our report dated March 16, 1998 relating to the balance sheet of Kinder Morgan G.P., Inc., appearing in Exhibit 99.1 of Kinder Morgan Energy Partners, L.P.'s Amendment 1 to Form S-4 (No. 333-46709). We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Houston, Texas June 3, 1998 EX-23.3 5 CONSENT OF PRICE WATERHOUSE LLP 1 Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Kinder Morgan Energy Partners, L.P. of our report dated January 30, 1998 appearing on page F-1 of Kinder Morgan Energy Partners, L.P.'s Current Report on Form 8-K dated March 5, 1998, as amended. We also consent to the reference to us under the heading "Experts" in such Prospectus. Price Waterhouse LLP /s/ Price Waterhouse LLP Los Angeles, California June 3, 1998 EX-23.4 6 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated February 21, 1997 included in Kinder Morgan Energy Partners, L.P.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Houston, Texas June 3, 1998 EX-99.1 7 CERTIFICATE OF REGISTRANT AS TO PAYMENT 1 EXHIBIT 99.1 CERTIFICATE OF KMEP AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE Kinder Morgan Energy Partners, L.P. (the "Registrant") hereby certifies to the Securities and Exchange Commission (the "Commission") that on June 8, 1998. (i) The Registrant has instructed its bank to wire transfer to the Commission the requisite filing fee of $6,244.32 due in connection with the filing of its Registration Statement with the Commission on June 9, 1998 pursuant to Rule 462(b) under the Securities Act of 1933, as amended; (ii) The Registrant will not revoke such instructions; and (iii) The Registrant has sufficient funds in the account from which the wire transfer will originate to cover the amount of the filing fee. The Registrant hereby undertakes to confirm on June 9, 1998 that its bank has received such instructions. KINDER MORGAN ENERGY PARTNERS, L.P. *By: ---------------------------------- William V. Morgan, Vice Chairman 4 -----END PRIVACY-ENHANCED MESSAGE-----