-----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, UVszG2lUjEE8zQGu5BWWsvGngMFPeBBwPRH6dUFB70VvUBuuEu7T6FHONJiea6LP 0IosP3U+dafvB1ba01p2OA== 0000950129-00-001582.txt : 20000403 0000950129-00-001582.hdr.sgml : 20000403 ACCESSION NUMBER: 0000950129-00-001582 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000331 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-3 SEC ACT: SEC FILE NUMBER: 333-33726 FILM NUMBER: 591108 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY ST STREET 2: STE 3400 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7138449500 MAIL ADDRESS: STREET 1: 370 VAN GORDON STREET STREET 2: 2600 GRAND AVENUE CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 FORMER COMPANY: FORMER CONFORMED NAME: ENRON LIQUIDS PIPELINE L P DATE OF NAME CHANGE: 19970304 S-3 1 KINDER MORGAN ENERGY PARTNERS, L.P. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2000 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 of (I.R.S. Employer incorporation or organization) Identification No.)
JOSEPH LISTENGART 1301 MCKINNEY STREET, SUITE 3400 1301 MCKINNEY STREET, SUITE 3400 HOUSTON, TEXAS 77010 HOUSTON, TEXAS 77010 (713) 844-9500 (713) 844-9500 (Address, including zip code, and telephone (Address, including zip code, and telephone number, including area code, of registrant's number, including area code, of registrant's principal executive offices) agent for service of process)
--------------------- Copy to: GARY W. ORLOFF BRACEWELL & PATTERSON, L.L.P. SOUTH TOWER PENNZOIL PLACE, SUITE 2900 711 LOUISIANA STREET HOUSTON, TEXAS 77002-2781 PHONE: (713) 221-1306 FAX: (713) 221-2166 --------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the 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 the delivery of this prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- Common Units representing Limited Partner Interests..... 574,172 $39.50 $22,679,794 $5,988 - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average of the high and low prices of the common units as reported on the New York Stock Exchange on March 29, 2000. --------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING UNITHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED MARCH 31, 2000 PROSPECTUS [KINDER MORGAN ENERGY PARTNERS, L.P. LOGO] 574,172 COMMON UNITS ---------------------- The selling unitholders identified in this prospectus are offering to sell up to an aggregate of 574,172 common units representing limited partner interests in Kinder Morgan Energy Partners, L.P. We will not receive any of the proceeds from the unitholders' sale of the units offered by this prospectus. Our common units trade on the New York Stock Exchange under the symbol "KMP." The last reported sale price of our common units on March , 2000, as reported by the New York Stock Exchange, was $ per common unit. ---------------------- THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------- The date of this prospectus is , 2000. 3 TABLE OF CONTENTS
PAGE ---- Kinder Morgan Energy Partners, L.P. ........................ 3 Use of Proceeds............................................. 6 Selling Unitholders......................................... 6 Recent Federal Income Tax Developments...................... 7 Plan of Distribution........................................ 8 Legal Matters............................................... 9 Experts..................................................... 9 Where You Can Find More Information......................... 10 Information Regarding Forward-Looking Statements............ 11
--------------------- YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THE COMMON UNITS. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT COVER OF THOSE DOCUMENTS. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES. 2 4 KINDER MORGAN ENERGY PARTNERS, L.P. We are a Delaware limited partnership formed in August 1992. We are the largest publicly-traded pipeline master limited partnership in the United States and have the second largest products pipeline system based on volumes delivered. Our operations are grouped into four reportable business segments. These segments and their major assets are as follows: - Pacific operations, consisting of: - approximately 3,300 miles of pipelines which transport over one million barrels per day of refined petroleum products to some of the faster growing population centers in the United States, including Los Angeles, San Diego and Orange County, California; the San Francisco Bay area; Las Vegas, Nevada and Tucson and Phoenix, Arizona; - 13 truck-loading terminals with an aggregate usable tankage capacity of approximately 8.2 million barrels; and - a 50% interest in the Colton Processing Facility, a petroleum pipeline transmix processing facility located in Colton, California; - Mid-Continent operations, consisting of products pipelines and joint venture projects including: - the North System, a 1,600 mile pipeline that transports natural gas liquids and refined petroleum products between south central Kansas and the Chicago area and various intermediate points, including eight terminals; - a 51% interest in Plantation Pipe Line Company, which owns and operates a 3,100 mile refined petroleum products pipeline system throughout the southeastern United States; - a 20% limited partner interest in Shell CO(2) Company, Ltd. which transports, markets and produces carbon dioxide for use in enhanced oil recovery operations in the continental United States; on March 9, 2000, we announced a definitive agreement to acquire the remaining 80% interest in Shell CO(2) Company; - the Cypress Pipeline, which transports natural gas liquids from Mont Belvieu, Texas to a major petrochemical producer in Lake Charles, Louisiana; - transmix operations, which include the processing and marketing of petroleum pipeline transmix along the Atlantic Coast via two transmix processing plants; - a 50% interest in the Heartland Pipeline Company, which ships refined petroleum products in the Midwest; and - the Painter Gas Processing Plant, a natural gas processing plant, fractionator and natural gas liquids terminal with truck and rail loading facilities; the Painter Plant is leased to BP Amoco under a long-term arrangement; - Natural gas operations, consisting of assets acquired in late 1999, including: - Kinder Morgan Interstate Gas Transmission LLC, which owns a 6,700 mile natural gas pipeline, including the Pony Express pipeline facilities, that extends from northwestern Wyoming east into Nebraska and Missouri and south through Colorado and Kansas; - a 66 2/3% interest in Trailblazer Pipeline Company, which transmits natural gas from Colorado through southeastern Wyoming to Beatrice, Nebraska; and - a 49% interest in Red Cedar Gathering Company, which gathers natural gas in La Plata County, 3 5 Colorado and owns and operates a carbon dioxide processing plant; and - Bulk terminals, consisting of over 20 owned or operated bulk terminal facilities, including: - coal terminals located in Cora, Illinois; Paducah, Kentucky; Newport News, Virginia; Mount Vernon, Indiana; and Los Angeles, California; - petroleum coke terminals located on the lower Mississippi River and along the west coast of the United States; and - other bulk terminals handling alumina, cement, salt, soda ash, fertilizer and other dry bulk materials. BUSINESS STRATEGY Management's objective is to operate Kinder Morgan Energy Partners as a low-cost, growth-oriented master limited partnership by: - reducing operating expenses; - better utilizing and expanding our asset base; and - making selective, strategic acquisitions that will increase unitholder distributions. Management has announced that we intend to spend approximately $1 billion for acquisitions annually. Kinder Morgan Energy Partners primarily transports and/or handles products for a fee and largely is not engaged in the purchase and resale of commodity products. As a result, Kinder Morgan Energy Partners does not face significant risks relating directly to shifts in commodity prices. Pacific Operations. We plan to continue to expand our presence in the rapidly growing refined products market in the western United States through incremental expansions of the Pacific operations and through acquisitions that increase unitholder distributions. In May 1999, we completed an expansion of our southern California products pipeline system. The expansion involved construction of 13 miles of 16-inch diameter pipeline from Carson, California to Norwalk, California, and increased the capacity of the West Line Southern California products pipeline system from 340,000 barrels per day to 520,000 barrels per day, an increase of over 50%. Mid-Continent Operations. Because the North system serves a relatively mature market, we intend to focus on increasing throughput within the system by remaining a reliable, cost-effective provider of transportation services and by continuing to increase the range of products transported and services offered. Management believes favorable demographics in the southeastern United States will serve as a platform for increased use and expansion of Plantation's pipeline system, which serves major metropolitan areas including Birmingham, Alabama; Atlanta, Georgia; Charlotte, North Carolina; and the Washington, D.C. area. For the Shell CO(2) Company, our Permian Basin strategy is to offer customers "one-stop shopping" for carbon dioxide supply, transportation and technical support service. Outside the Permian Basin, Shell CO(2) Company intends to compete aggressively for new supply and transportation projects. Management believes these projects will arise as other U.S. oil producing basins mature and make the transition from primary production to enhanced recovery methods. The acquisition of the transmix operations, in September 1999, strengthened our existing transmix processing business and added fee-based services related to our core refined products pipeline business. Natural Gas Operations. Kinder Morgan Interstate Gas Transmission also serves a stable, mature market, and thus we are focused on reducing costs and securing throughput for this pipeline. New measurement systems and other improvements will aid in managing expenses. We will explore expansion and storage opportunities to increase utilization levels. Shippers have expressed interest in expanding the Trailblazer Pipeline Company 4 6 pipeline, which we will pursue if we can obtain commitments for the additional capacity. Red Cedar Gathering Company, a partnership with the Southern Ute Indian Tribe, is pursuing gathering and processing opportunities on tribal land. Bulk Terminals. We are dedicated to growing our bulk terminal business and have a target of investing $100 to $200 million annually in our bulk terminals business. We will make investments to expand and improve existing facilities, particularly those facilities that handle low-sulfur western coal. We will also consider making selective acquisitions that increase unitholder distributions. Additionally, we plan to design, construct and operate new facilities for current and prospective customers. Management believes we can use newly acquired or developed facilities to leverage our operational expertise and customer relationships. The address of our principal executive offices is 1301 McKinney Street, Suite 3400, Houston, Texas 77010 and our telephone number at this address is (713) 844-9500. Our limited partner interests trade under the New York Stock Exchange symbol "KMP." RECENT DEVELOPMENTS Transferred Assets. Effective December 31, 1999, Kinder Morgan, Inc. transferred over $700 million of assets to us for $330 million and the issuance of 9.81 million of our common units representing limited partner interests. We financed a portion of the $330 million through Kinder Morgan, Inc. which has been repaid. We agreed as part of the asset transfer to fund the $330 million through debt incurred by us and to not take certain actions with respect to the debt that could cause adverse tax consequences to Kinder Morgan, Inc. Assets included in the transfer were Kinder Morgan Interstate Gas Transmission LLC, formerly K N Interstate Gas Transmission Co., an additional 33 1/3% interest in Trailblazer Pipeline Company and a 49% interest in Red Cedar Gathering Company. Shell CO(2) Company. On March 9, 2000, we announced we had reached a definitive agreement to increase our interest in Shell CO(2) Company to 100% by acquiring a 78% limited partner interest and a 2% general partner interest from affiliates of Shell Exploration & Production Company. We currently own a 20% limited partner interest in Shell Co(2) Company. The transaction price is $185.5 million, and closing is expected to occur in April 2000. After the transaction closes, we will change the name of Shell CO(2) Company to Kinder Morgan CO(2) Company. Shell CO(2) Company is the largest transporter and marketer of carbon dioxide in the United States, currently delivering approximately 400 million cubic feet per day. Carbon dioxide flooding is a proven technology for increasing the production of oil reserves. Milwaukee and Dakota Bulk Terminals. On February 7, 2000, we announced our acquisition of all of the shares of the capital stock of Milwaukee Bulk Terminals, Inc. and Dakota Bulk Terminal, Inc., both Wisconsin corporations, for 574,172 units. The effective date of the acquisitions was January 1, 2000, and going forward from that date, we will include the activities of these two terminals as part of our bulk terminals business segment. 5 7 USE OF PROCEEDS Since the common units covered by this prospectus are being sold by the selling unitholders and not us, we will not receive any proceeds from the sale of common units under this prospectus. SELLING UNITHOLDERS The table below sets forth information relating to the ownership of our common units by the selling unitholders immediately prior to this offering and after selling the common units in the offering.
BENEFICIAL BENEFICIAL OWNERSHIP OWNERSHIP BEFORE OFFERING AFTER OFFERING -------------------- NUMBER ------------------ NAME OF OF COMMON SELLING UNITHOLDER UNITS PERCENTAGE UNITS OFFERED UNITS PERCENTAGE - ---------------------------------------- ------- ---------- ------------- ----- ---------- Donald E. Brummer....................... 67,264 * 67,264 -- * Thomas L. Burke......................... 108,475 * 108,475 -- * Roy N. Cook............................. 335,897 * 335,897 -- * Daniel E. Meehan........................ 55,235 * 55,235 -- * Mark L. Wells........................... 7,301 * 7,301 -- *
- --------------- * Less than one percent In connection with our recent sale of common units in an underwritten offering, Mr. Cook agreed with the underwriters, as did we and some directors and executive officers of our general partner, not to sell common units except as described below. Subject to exceptions, Mr. Cook has agreed with the underwriters not to dispose of or hedge any of the common units, securities similar to the common units or securities convertible into or exchangeable for the common units during the period from March 28, 2000 continuing through the date 90 days after March 28, 2000, except with the prior written consent of Goldman, Sachs & Co. In addition each unitholder has agreed with us to retain at least 20% of the unitholder's common units until January 1, 2001 and 10% of the unitholder's common units until January 1, 2002 and not to sell more than 25,000 common units on any trading day until January 1, 2002. 6 8 RECENT FEDERAL INCOME TAX DEVELOPMENTS The Internal Revenue Service has recently finalized regulations under Sections 743 and 197 of the Internal Revenue Code. We depreciate and amortize the Section 743(b) adjustment attributable to unrealized appreciation in the value of contributed or adjusted property over the remaining cost recovery period for the underlying property, despite its inconsistency with the recently finalized regulations that appear to require that any adjustment attributable to unrealized appreciation in the value of such property to be treated as a newly placed in service asset. If the Internal Revenue Service successfully challenged our method for depreciating or amortizing the Section 743(b) adjustment, the uniformity of units might be affected, and the gain from the sale of units might be increased without the benefit of additional deductions. In addition, recently proposed regulations would allow a unitholder disposing of units, who can identify units transferred with an ascertainable holding period, to use the actual holding period of the units transferred, but indicate that the unitholder would maintain a single adjusted tax basis in his units. The Internal Revenue Service has previously ruled that partners in a partnership must maintain a single adjusted basis for their interests. It is not clear how the ruling applies to partners in a publicly traded partnership. If the ruling applies to us or the proposed regulations are finalized in their current form, a unitholder would be unable to select high or low basis units to sell as would be the case with corporate stock. A unitholder considering the purchase of additional units or a sale of units purchased in separate transactions should consult his tax advisor as to the possible consequences of this ruling and application of the proposed regulations. 7 9 PLAN OF DISTRIBUTION We are registering the common units on behalf of the selling unitholders. We will bear all costs, expenses and fees in connection with the registration of the common units. The selling unitholders will bear their respective brokerage commissions and similar selling expenses, if any, attributable to the sale of their common units. All or part of the common units may be offered by the selling unitholders from time to time in transactions on the New York Stock Exchange, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The methods by which the common units may be sold or distributed may include, but not be limited to, the following: - purchases by a broker or dealer as principal and resale by such broker or dealer for its account; - an exchange distribution in accordance with the rules of such exchange; - ordinary brokerage transactions and transactions in which the broker solicits purchasers; - privately negotiated transactions; - a cross or block trade in which the broker or dealer so engaged will attempt to sell the common units as agent, but may position and resell a portion of the block as principal to facilitate the transaction; - short sales, short sales against the box, puts and calls and other transactions in our securities or derivatives thereof, in connection with which the selling unitholder may sell and deliver the common units; - short sales or borrowings, returns and reborrowings of the common units pursuant to stock loan agreements to settle short sales; - delivery in connection with the issuance of securities by issuers, other than us, that are exchangeable for (whether optional or mandatory), or payable in, such common units (whether such securities are listed on a national securities exchange or otherwise) or pursuant to which such common units may be distributed; and - a combination of such methods of sale or distribution. The selling unitholders may also sell such common units in accordance with Rule 144 under the Securities Act. In effecting sales, brokers or dealers engaged by the selling unitholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling unitholders or from the purchasers in amounts to be negotiated immediately prior to the sale. If underwriters are used in the sale, the common units will be acquired by the underwriters for their own account. The underwriters may resell the common units in one or more transactions, including negotiated transactions at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If we are notified that underwriters are involved, the names of the underwriters, if any, with respect to any such offering and the terms of the transactions, including any underwriting discounts, concessions or commissions and other items constituting compensation of the underwriters and broker-dealers, if any, will be set forth in a supplement to this prospectus relating to that offering. The obligations of the underwriters to purchase the common units will be subject to specified conditions, and the underwriters will be obligated to purchase all of the common units specified in such supplement if any are purchased. This prospectus may also be used by donees of the selling unitholders or other persons acquiring common units, including brokers who borrow the common units to settle short sales of common units, and who wish to offer and sell such common units under circumstances requiring or making 8 10 desirable its use. From time to time selling unitholders may pledge their common units pursuant to the margin provisions of their respective customer agreements with respective brokers or otherwise. Upon a default by a selling unitholder, the broker or pledgee may offer and sell the pledged common units from time to time. The selling unitholders and any broker-dealers who act in connection with the sale of common units hereunder may be deemed to be "underwriters" as that term is defined in the Securities Act, and any commissions received by them and any profit on the resale of the common units as principal might be deemed to be underwriting discounts and commissions under the Securities Act. We have advised the selling unitholders that because they may be deemed to be underwriters, the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales. We have agreed to indemnify the several selling unitholders and their respective affiliates against certain liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof. The selling unitholders have agreed, severally, to indemnify us and our affiliates against certain liabilities, including liabilities under the Securities Act, or to contribute to payments we and our affiliates may be required to make in respect thereof based on information supplied to us by the respective selling unitholder. LEGAL MATTERS The validity of the common units offered under this prospectus has been passed upon for us by Bracewell & Patterson, L.L.P., Houston, Texas. EXPERTS The historical financial statements incorporated by reference in this registration statement have been audited by various independent accountants. The organizations and periods covered by these audits are indicated in the individual accountants' independent auditors' reports. Such financial statements have been so included in reliance on the reports of the various independent accountants given on the authority of such firms as experts in auditing and accounting. 9 11 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. The SEC allows us to incorporate by reference information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information as well as the information included in this prospectus. We incorporate by reference the following documents: - Our annual report on Form 10-K for the year ended December 31, 1999; - Our current report on Form 8-K filed on March 31, 2000; - Our current report on Form 8-K/A filed on March 28, 2000; - The description of the common units in our registration statement on Form S-1 (Registration No. 33-48142) filed on June 1, 1992 and any amendments or reports filed to update the description; and - All documents filed with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the sale of all of the common units. You may read and copy any document we file at the SEC's public reference rooms located at: - 450 Fifth Street, N.W. Washington, D.C. 20549 - Seven World Trade Center New York, New York 10048 - Northwest Atrium Center 500 West Madison Street Chicago, Illinois 60661 Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. Our SEC filings are also available to the public on the SEC's Web site at http://www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our limited partner interests are listed. You may request a copy of any document incorporated by reference in this prospectus (in most cases, without exhibits), without charge, by request directed to us at the following address and telephone number: Kinder Morgan Energy Partners, L.P. Investor Relations Department 1301 McKinney, Suite 3400 Houston, Texas 77010 (713) 844-9500 10 12 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated in this prospectus by reference include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as "anticipate," "believe," "intend," "plan," "projection," "forecast," "strategy," "position," "continue," "estimate," "expect," "may," "will," or the negative of those terms or other variations of them or by comparable terminology. In particular, statements, express or implied, concerning future operating results or the ability to generate sales, income or cash flow are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results of our operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors which could cause actual results to differ from those in the forward-looking statements, include: - price trends and overall demand for natural gas liquids, refined petroleum products, carbon dioxide, natural gas, coal and other bulk materials in the United States. Economic activity, weather, alternative energy sources, conservation and technological advances may affect price trends and demand; - changes in our tariff rates implemented by the Federal Energy Regulatory Commission or the California Public Utilities Commission; - our ability to integrate any acquired operations into our existing operations; - any difficulties or delays experienced by railroads in delivering products to the bulk terminals; - our ability to successfully identify and close strategic acquisitions and make cost saving changes in operations; - shut-downs or cutbacks at major refineries, petrochemical plants, utilities, military bases or other businesses that use our services; - the condition of the capital markets and equity markets in the United States; and - the political and economic stability of the oil producing nations of the world. You should not put undue reliance on any forward-looking statements. See Items 1 and 2 "Business and Properties - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 1999, for a more detailed description of these and other factors that may affect the forward-looking statements. When considering forward-looking statements, one should keep in mind these risk factors. We disclaim any obligation to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments. In addition, our classification as a partnership for federal income tax purposes means that we do not generally pay federal income taxes on our net income. We do, however, pay taxes on the net income of subsidiaries that are corporations. We are relying on a legal opinion from our counsel, and not a ruling from the Internal Revenue Service, as to our proper classification for federal income tax purposes. See Items 1 and 2 "Business and Properties - Tax Treatment of Publicly Traded Partnerships Under the Internal Revenue Code" of our Annual Report on Form 10-K for the fiscal year ended December 31, 1999. 11 13 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses to be incurred by Kinder Morgan Energy Partners, L.P. in connection with the issuance and distribution of the common units being registered. All amounts except the registration fee are estimated. Registration Fee............................................ $ 5,988 Legal Fees and Expenses..................................... 10,000 Accounting Fees............................................. 10,000 Printing Fees............................................... 5,000 Miscellaneous............................................... 4,012 ------- Total............................................. $35,000 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Partnership Agreement for Kinder Morgan Energy Partners, L.P. ("Kinder Morgan Energy Partners") provides that Kinder Morgan Energy Partners will indemnify any person who is or was an officer or director of Kinder Morgan G.P., Inc. (the "KM General Partner") or any departing partner, to the fullest extent permitted by law. In addition, Kinder Morgan Energy Partners may indemnify, to the extent deemed advisable by the KM General Partner and to the fullest extent permitted by law, any person who is or was serving at the request of the KM General Partner or any affiliate of the KM General Partner or any departing partner as an officer or director of the KM General Partner, a departing partner or any of their Affiliates (as defined in Kinder Morgan Energy Partners Partnership Agreement) ("Indemnitees") from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgement, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an officer or director or a person serving at the request of Kinder Morgan Energy Partners in another entity in a similar capacity, provided that in each case the Indemnitee acted in good faith and in a manner which such Indemnitee believed to be in or not opposed to the best interests of Kinder Morgan Energy Partners and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. Any indemnification under these provisions will be only out of the assets of Kinder Morgan Energy Partners and the KM General Partner shall not be personally liable for, or have any obligation to contribute or loan funds or assets to Kinder Morgan Energy Partners to enable it to effectuate such indemnification. Kinder Morgan Energy Partners is authorized to purchase (or to reimburse the KM General Partner or its affiliates for the cost of) insurance against liabilities asserted against and expenses incurred by such person to indemnify such person against such liabilities under the provisions described above. Article XII(c) of the Certificate of Incorporation of the KM General Partner (the "Corporation" therein), contains the following provisions relating to indemnification of directors and officers: "(c) Each director and each officer of the corporation (and such holder's heirs, executors and administrators) shall be indemnified by the corporation against expenses reasonably incurred by him in connection with any claim made against him or any action, suit or proceeding to which he may be made a party, by reason of such holder being or having II-1 14 been a director or officer of the corporation (whether or not he continues to be a director or officer of the corporation at the time of incurring such expenses), except in cases where the claim made against him shall be admitted by him to be just, and except in cases where such action, suit or proceeding shall be settled prior to adjudication by payment of all or a substantial portion of the amount claimed, and except in cases in which he shall be adjudged in such action, suit or proceeding to be liable or to have been derelict in the performance of such holder's duty as such director or officer. Such right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law." Richard D. Kinder, the Chairman of the Board of Directors and Chief Executive Officer of the KM General Partner, and William V. Morgan, a Director and Vice Chairman of the KM General Partner, are also officers and directors of Kinder Morgan, Inc. and are entitled to similar indemnification from Kinder Morgan, Inc. pursuant to Kinder Morgan, Inc.'s certificate of incorporation and bylaws. II-2 15 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.1 -- Form of certificate representing the common units of Kinder Morgan Energy Partners (filed as Exhibit 4 to Kinder Morgan Energy Partners' registration statement on Form S-1 (Registration No. 33-48142) and incorporated herein by reference). 5* -- Opinion of Bracewell & Patterson, L.L.P. as to the legality of the notes being offered. 23.1* -- Consent of Bracewell & Patterson, L.L.P. (including in their opinion filed as Exhibit 5 hereto). 23.2* -- Consent of PricewaterhouseCoopers LLP. 23.3* -- Consent of Arthur Andersen LLP. 24* -- Powers of attorney. 27 -- Financial Data Schedule (filed as an exhibit to Kinder Morgan Energy Partners' Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
- --------------- * Filed herewith. (b) Financial Statement Schedules No financial statement schedules are included herein. All other schedules for which provision is made in the applicable accounting regulation of the Commission are not required under the related instructions, are inapplicable, or the information is included in the consolidated financial statements, and have therefore been omitted. (c) Reports, Opinions, and Appraisals The following reports, opinions, and appraisals are included herein. None ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement II-3 16 relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 30, 2000. KINDER MORGAN ENERGY PARTNERS, L.P. (A Delaware Limited Partnership) By: KINDER MORGAN G.P., INC., as General Partner By: /s/ JOSEPH LISTENGART ---------------------------------- Joseph Listengart Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed below by the following persons in the indicated capacities on March 30, 2000.
SIGNATURE TITLE --------- ----- /s/ RICHARD D. KINDER Director, Chairman of the Board and Chief - ----------------------------------------------------- Executive Officer of Kinder Morgan G.P., Richard D. Kinder Inc. (Principal Executive Officer) /s/ WILLIAM V. MORGAN* Director, Vice Chairman of the Board and - ----------------------------------------------------- President of Kinder Morgan G.P., Inc. William V. Morgan /s/ GARY L. HULTQUIST* Director of Kinder Morgan G.P., Inc. - ----------------------------------------------------- Gary L. Hultquist /s/ EDWARD O. GAYLORD* Director of Kinder Morgan G.P., Inc. - ----------------------------------------------------- Edward O. Gaylord /s/ C. PARK SHAPER Vice President, Treasurer and Chief - ----------------------------------------------------- Financial Officer of Kinder Morgan G.P., C. Park Shaper Inc. (Principal Financial Officer and Principal Accounting Officer)
*By: /s/ JOSEPH LISTENGART ------------------------------- Joseph Listengart (Attorney-in-fact for persons indicated) II-5 18 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.1 -- Form of certificate representing the common units of Kinder Morgan Energy Partners (filed as Exhibit 4 to Kinder Morgan Energy Partners' registration statement on Form S-1 (Registration No. 33-48142) and incorporated herein by reference). 5* -- Opinion of Bracewell & Patterson, L.L.P. as to the legality of the notes being offered. 23.1* -- Consent of Bracewell & Patterson, L.L.P. (including in their opinion filed as Exhibit 5 hereto). 23.2* -- Consent of PricewaterhouseCoopers LLP. 23.3* -- Consent of Arthur Andersen LLP. 24* -- Powers of attorney. 27 -- Financial Data Schedule (filed as an exhibit to Kinder Morgan Energy Partners' Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
- --------------- * Filed herewith. II-6 EX-5 2 OPINION OF BRACEWELL & PATTERSON, L.L.P. 1 EXHIBIT 5 March 30, 2000 Kinder Morgan Energy Partners, L.P. 1301 McKinney Street, Suite 3400 Houston, Texas 77010 Ladies and Gentlemen: We have acted as counsel to Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), in connection with the preparation and filing of a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the sale by selling unitholders of a maximum of 574,172 common units (the "Units") of the Partnership. We have examined originals or copies certified by officers of the Partnership of (a) the Certificate of Limited Partnership of the Partnership, (b) the Second Amended and Restated Agreement of Limited Partnership dated January 14, 1998, and Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated January 20, 2000, (c) certified copies of certain resolutions adopted by the Board of Directors of Kinder Morgan G.P., Inc., the general partner of the Partnership ("KMGP") and (d) such other documents and records as we have deemed necessary and relevant for the purposes hereof. In addition, we have relied on certificates of officers of KMGP and of public officials and others as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. We have assumed the genuineness of all signatures, the authenticity of all documents and records submitted to us as copies, the conformity to authentic original documents and records of all documents and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. Based on the foregoing, subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that: 2 Kinder Morgan Energy Partners, L.P. March 30, 2000 Page 2 1. the Partnership is a limited partnership, validly existing and in good standing under the laws of the State of Delaware; and 2. the Units have been duly and validly authorized and issued and are fully paid and nonassessable, and, subject to the Registration Statement becoming effective and compliance with applicable state securities or Blue Sky laws, when sold by the selling unitholders in the manner set forth in the Prospectus included in the Registration Statement, will continue to be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement and to the references to our firm under the heading "Legal Matters" in the Prospectus included in the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, Bracewell & Patterson, L.L.P. EX-23.2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of (1) our report dated March 10, 2000 relating to the financial statements, which appear in Kinder Morgan Energy Partners L.P.'s Annual Report on Form 10-K for the year ended December 31, 1999; (2) our reports dated March 28, 2000 relating to the financial statements of Trailblazer Pipeline Company and Kinder Morgan Interstate Gas Transmission LLC, which appear in Kinder Morgan Energy Partners L.P.'s Current Report on Form 8-K/A dated March 28, 2000; and (3) our report dated March 30, 2000 relating to the balance sheet of Kinder Morgan G.P., Inc., which appears in Kinder Morgan Energy Partners L.P.'s Current Report on Form 8-K dated March 30, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP Houston, Texas March 30, 2000 EX-23.3 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 24, 2000 on the financial statements of Red Cedar Gathering Company included in the Current Report on Form 8-K of Kinder Morgan Energy Partners, L.P. dated March 28, 2000. Arthur Andersen, L.L.P. Denver, Colorado, March 29, 2000. EX-24 5 POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of Kinder Morgan G.P., Inc., a Delaware corporation, which is the general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), hereby constitutes and appoints Joseph Listengart and C. Park Shaper, and each of them (with full power to each of them to act alone), the undersigned's true and lawful attorney-in-fact and agent, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission the Partnership's Registration Statement on Form S-3 (or other appropriate form), together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 30th day of March, 2000. /s/ WILLIAM V. MORGAN ------------------------------------- William V. Morgan 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of Kinder Morgan G.P., Inc., a Delaware corporation, which is the general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), hereby constitutes and appoints Joseph Listengart and C. Park Shaper, and each of them (with full power to each of them to act alone), the undersigned's true and lawful attorney-in-fact and agent, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission the Partnership's Registration Statement on Form S-3 (or other appropriate form), together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 30th day of March, 2000. /s/ GARY L. HULTQUIST ------------------------------------- Gary L. Hultquist 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of Kinder Morgan G.P., Inc., a Delaware corporation, which is the general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), hereby constitutes and appoints Joseph Listengart and C. Park Shaper, and each of them (with full power to each of them to act alone), the undersigned's true and lawful attorney-in-fact and agent, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission the Partnership's Registration Statement on Form S-3 (or other appropriate form), together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 30th day of March, 2000. /s/ EDWARD O. GAYLORD ------------------------------------- Edward O. Gaylord -----END PRIVACY-ENHANCED MESSAGE-----