-----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, CC1weMe68yOfRno76t4ekebyZsEPiziUeYQEalt2AmqLY4Eg4C9gXa4v3zEmY8t8 aosAHRlw7WBL0QYXZD7wZw== 0001014108-97-000035.txt : 19970506 0001014108-97-000035.hdr.sgml : 19970506 ACCESSION NUMBER: 0001014108-97-000035 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970505 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11234 FILM NUMBER: 97595197 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET 2: STE 3450 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7138537273 MAIL ADDRESS: STREET 1: PO BOX 1188 CITY: HOUSTON STATE: TX ZIP: 77251-1188 FORMER COMPANY: FORMER CONFORMED NAME: ENRON LIQUIDS PIPELINE L P DATE OF NAME CHANGE: 19970304 10-K/A 1 AMENDMENT TO 1996 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 F O R M 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission file number: 1-11234 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 organization) Identification No.) 1301 McKinney Street, Ste. 3450, Houston, Texas 77010 (Address of principal executive offices)(zip code) Registrant's telephone number, including area code: 713-844-9500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Units New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Aggregate market value of the Common Units held by non-affiliates of the registrant, based on closing prices in the daily composite list for transactions on the New York Stock Exchange on March 12, 1997, was approximately $254,043,000. P A R T IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a)(1) and (2) Financial Statements and Financial Statement Schedules See "Index to Financial Statements" set forth on page F-1. (a)(3) Exhibits *3.1 -Amended and Restated Partnership Agreement of Enron Liquids Pipeline, L.P. (Exhibit 3.1 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1993 ("1993 10-K")) *3.2 -First Amendment to Amended and Restated Agreement of Limited Partnership of Enron Liquids Pipeline, L.P. effective as of August 6, 1992 (Exhibit 3.2 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1992 ("1992 10-K")) *3.3 -Second Amendment to Amended and Restated Agreement of Limited Partnership of Enron Liquids Pipeline, L.P. effective as of September 30, 1993 (Exhibit 3.3 to 1993 10-K) *3.4 -Third Amendment to Amended and Restated Agreement of Limited Partnership dated as of February 14, 1997 (Exhibit 4.0 to the Partnership's Form 8-K Report dated February 14, 1997) *4.1 -Specimen Certificate representing Common Units (Exhibit 4.1 to 1993 10-K) *10.1 -Omnibus Agreement among Enron Corp., Enron Liquids Pipeline Company, Enron Liquids Pipeline, L.P. and Enron Liquids Pipeline Operating Limited Partnership (Exhibit 10.1 to 1993 10-K) *10.1.1 -First Amendment to Omnibus Agreement, dated as of September 30, 1993 (Exhibit 10.1.1 to 1993 10-K) *10.1.2 -Second Amendment to Omnibus Agreement, dated as of September 7, 1994 (Exhibit 10.1.2 to 1994 10-K) *10.2 -Amended and Restated Agreement of Limited Partnership of Enron Liquids Pipeline Operating Limited Partnership effective as of August 6, 1992 (Exhibit 10.2 to 1993 10-K) *10.2.1 -First Amendment to Amended and Restated Agreement of Limited Partnership of Enron Liquids Pipeline Operating Limited Partnership effective as of August 6, 1992 (Exhibit 10.2.1 to 1992 10-K) *10.2.2 -Second Amendment to Amended and Restated Agreement of Limited Partnership of Enron Liquids Pipeline Operating Limited Partnership dated as of March 22, 1993 but effective as of August 6, 1992 (Exhibit 10.2.2 to 1992 10-K) *10.2.3 -Third Amendment to Amended and Restated Agreement of Limited Partnership of Enron Liquids Pipeline Operating Limited Partnership dated as of February 14, 1997 (Exhibit 10.2.3 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1996 ("1996 10-K")) *10.3 -Conveyance, Contribution and Assumption Agreement among certain Enron Corp. subsidiaries and the Operating Partnership (Exhibit 10.3 to 1993 10-K) *10.3.1 -First Amendment to Conveyance, Contribution and Assumption Agreement effective as of August 6, 1992 (Exhibit 10.3.1 to 1992 10-K) *10.4 -Form of Fractionation Agreement between Enron Natural Gas Liquids Corporation ("ENGL") and Enron Gas Liquids, Inc. for fractionation services at the Mont Belvieu Fractionator (Exhibit 10.4 to Amendment No. 2 to the Partnership's Form S-1 Registration Statement, Registration No. 33-48142, filed on July 30, 1992 ("Form S-1")) *10.5 -Storage Agreement between Enron Gas Processing Company and the General Partner dated February 18, 1987 relating to the Bushton storage field, Amendment No. 1 dated October 19, 1988, Amendment No. 2 dated May 22, 1992, and Amendment No. 3 dated May 29, 1992 (Exhibit 10.5 to Form S-1) *10.5.1 -Amendment No. 4 to Storage Agreement dated August 25, 1994 (Exhibit 10.5.1 to Form S-1) *10.6 -Transportation Agreement between Enron Liquids Pipeline Company and Enron Gas Liquids Inc. dated August 1, 1989 relating to the Peoples Gas Light & Coke Company and the form of Amendment No. 1 thereto (Exhibit 10.6 to Form S-1) 1 *10.7 -Facilities Service Agreement between Enron Liquids Pipeline Company and Enron Gas Processing Company dated February 18, 1987, relating to facilities at Bushton, Kansas, Amendment No. 1 dated January 10, 1989, and Amendment No. 2 dated May 30, 1992 (Exhibit 10.7 to Form S-1) *10.8 -Fractionation Agreement between Enron Liquids Pipeline Company and Enron Liquids Marketing Company (now Enron Gas Liquids, Inc.) for fractionation services at Bushton, Kansas, dated September 24, 1987, (first) Amendment effective as of January 1, 1988 and dated May 25, 1988,(second) Amendment dated August 1, 1989, (third) Amendment dated March 7, 1991, and Amendment No. 4 dated as of August 1, 1992 (Exhibit 10.8 to Form S-1) *10.9 -Unstenched Loading Letter Agreement between Enron Liquids Pipeline Company and Enron Gas Liquids, Inc. dated November 12, 1991 (Exhibit 10.9 to Form S-1) *10.10 -Note Agreement relating to the First Mortgage Notes (Exhibit 10.10 to 1993 10-K) *10.11 -Trust Agreement relating to the First Mortgage Notes (Exhibit 10.11 to 1993 10-K) *10.12 -Pledge and Security Agreement relating to the First Mortgage Notes (Exhibit 10.13 to 1993 10-K) *10.13 -Mortgage, Security Agreement and Fixture Filing relating to the First Mortgage Notes (Exhibit 10.12 to 1993 10-K) *10.14 -Amended and Restated Agreement of Limited Partnership of Enron Transportation Services, L.P. dated as of September 30, 1993 (Exhibit 10.14 to 1993 10-K) *10.14.1 -First Amendment to Amended and Restated Agreement of Limited Partnership of Enron Transportation Services, L.P. dated as of February 14, 1997 (Exhibit 10.14.1 to 1996 10-K) *10.15 -Asset Purchase Agreement, dated as of September 30, 1993, by and among Cora Dock Corporation, as Seller, and Enron Transportation Services, L.P., as Purchaser, and Houston Pipe Line Company, as guarantor of certain obligations of Seller (Exhibit 10.15 to 1993 10-K) *10.16 -Loan Agreement, dated April 1, 1994 between Jackson-Union Counties Regional Port District and Enron Transportation Services, L.P. (Exhibit 10.18 to 1995 10-K) *10.17 - uaranty and Indemnity, dated September 30, 1993, issued by Enron Liquids Pipeline, L.P. in favor of Enron Corp. and Houston Pipe Line Company (Exhibit 10.19 to 1993 10-K) *10.18 -Purchase and Sale Agreement, dated June 30, 1994, by and between Enron Gas Processing and Enron Transportation Services, L.P. (Exhibit 10 to Current Report on Form 8-K dated July 15, 1994) *10.19 -Operation and Maintenance Agreement between Enron Gas Processing Company and Northern Natural Gas Company dated August 1, 1987, assigned to Enron Transportation Services, L.P. effective July 1, 1994 (Exhibit 10.24 to 1994 10-K) *10.20 -Loan Agreement between Enron Liquids Pipeline Operating Limited Partnership and Bank One, Texas, N.A., dated effective May 24, 1995 (Exhibit 10.28 to 1995 10-K) *10.20.1 -First Amendment to Loan Agreement, dated effective May 24, 1995, between Enron Liquids Pipeline Operating Limited Partnership and Bank One, Texas, N.A., dated effective September 30, 1995 (Exhibit 10.28.1 to 1995 10-K) *10.21 -Letter Agreement regarding SWAP transaction to Enron Transportation Services, L.P. from First Union National Bank of North Carolina, dated February 13, 1996 (Exhibit 10.29 to 1995 10-K) *10.22 -Gas Sales Agreement between Enron Liquids Pipeline Operating Limited Partnership and Enron Gas Processing Company, dated effective October 1, 1995 (Exhibit 10.30 to 1995 10-K) *10.23 -Bushton Hydrocarbon Plant Sublease Agreement between Enron Liquids Pipeline Operating Limited Partnership and Enron Gas Processing Company, dated effective October 1, 1995 (Exhibit 10.31 to 1995 10-K) *10.24 -Assignment and Assumption Of Contract from Enron Gas Processing Company to Enron Liquids Pipeline Operating Limited Partnership, dated October 1, 1995 (Exhibit 10.32 to 1995 10-K) *10.25 -Agency Agreement between Enron Liquids Pipeline Company and Enron Liquid Fuel Company, dated July 19, 1995 (Exhibit 10.33 to 1995 10-K) *10.26 -Agreement between Enron Transportation Services, L.P. and International Union of Operating Engineers, AFL-CIO, dated March 19, 1995 (Exhibit 10.34 to 1995 10-K) 2 *10.27 -Lease between Richard Zang Hamilton, Doris Marie Hamilton, Richard David Hamilton and James Price Hamilton, as Lessors, and Zeigler Coal Company, as Lessee, dated April 21, 1976 (Exhibit 10.35 to 1995 10-K) *10.28 -Storage Agreement between Enron Gas Processing Company and Enron Liquids Pipeline Company dated effective January 1, 1996 (Exhibit 10.36 to 1995 10-K) *10.29 -Termination of the Bushton Storage Agreement between Enron Gas Liquids, Inc. and Enron Liquids Pipeline Operating Limited Partnership, dated effective December 3, 1995 (Exhibit 10.37 to 1995 10-K) *10.30 -Transaction Agreement between Enron Liquids Pipeline Operating Limited Partnership and Enron Capital & Trade Resources Corp., dated September 27, 1995 (Exhibit 10.38 to 1995 10-K) *10.31 -Credit Agreement dated as of February 14, 1997 among Kinder Morgan Operating L.P. "B" and First Union National Bank of North Carolina with form of Notes attached (Exhibit 10.1 to the Partnership's Form 8-K Report dated February 14, 1997) *10.32 -Security Agreement dated as of February 14, 1997 between Kinder Morgan Energy Partners, L.P. and First Union National Bank of North Carolina (Exhibit 10.2 to the Partnership's Form 8-K Report dated February 14, 1997) *10.33 -Security Agreement dated as of February 14, 1997 between Kinder Morgan Operating L.P. "B" and First Union National Bank of North Carolina (Exhibit 10.3 to the Partnership's Form 8-K Report dated February 14, 1997) *10.34 -Guaranty Agreement dated as of February 14, 1997 from Kinder Morgan Energy Partners, L.P. in favor of First Union National Bank of North Carolina (Exhibit 10.4 to the Partnership's Form 8-K Report dated February 14, 1997) *10.35 -Credit Agreement dated as of February 14, 1997 among Kinder Morgan, Inc. and First Union National Bank of North Carolina (Exhibit 10.5 to the Partnership's Form 8-K Report dated February 14, 1997) *10.36 -Mortgage and Security Agreement with Assignment of Rents from Enron Transportation Services, L.P. to First Union National Bank of North Carolina, dated December 29, 1994 (Exhibit 10.22 to 1994 10-K) *10.37 -First Amendment to Mortgage and Security Agreement with Assignment Rents (Illinois) dated as of February 14, 1997 between Kinder Morgan Operating L.P. "B" and First Union National Bank of North Carolina (Exhibit 10.6 to the Partnership's Form 8-K Report dated February 14, 1997) *10.38 -Mortgage, Security Agreement, and Financing Statement (Uinta County, Wyoming), from Enron Transportation Services in favor of First Union National Bank of North Carolina, dated as of December 29, 1994 (Exhibit 10.25 to 1994 10-K) *10.39 -First Amendment to Mortgage, Security Agreement and Financing Statement (Wyoming) dated as of February 14, 1997 between Kinder Morgan Operating L.P. "B" and First Union National Bank of North Carolina as Agent (Exhibit 10.7 to the Partnership's Form 8-K Report dated February 14, 1997) *10.40 -Lease dated as of September 6, 1979 between Broken Circle Cattle Company and Northern Gas Products Company (Exhibit 10.40 to 1996 10-K) *10.41 -Construction Agreement between Morgan Associates, Inc. and Enron Liquids Pipeline Operating Limited Partnership dated June 20, 1996 (Exhibit 10.41 to 1996 10-K) *10.42 -Operating & Maintenance Agreement between Morgan Associates, Inc. and Enron Liquids Pipeline Operating Limited Partnership dated June 20, 1996 (Exhibit 10.42 to 1996 10-K) *10.43 -Transportation Agreement between Morgan Associates, Inc. and Enron Liquids Pipeline Operating Limited Partnership dated June 20, 1996 (Exhibit 10.43 to 1996 10-K) *21 -List of subsidiaries (Exhibit 21 to 1996 10-K) 27 -Financial Data Schedule - ------------------------------------- * Asterisk indicates exhibits incorporated by reference as indicated; all other exhibits are filed herewith. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this amended report to be signed on its behalf by the undesigned hereunto duly authorized. KINDER MORGAN ENERGY PARTNERS, L.P. By: Kinder Morgan G.P., Inc., Its general partner By: /s/William V. Morgan Name: William V. Morgan Title: Director and Vice Chairman Date: May 2, 1997 EX-27 2 ARTICLE 5 FDS FOR ANNUAL 1996
5 This schedule contains summary financial information extracted from the Consolidated Statements of Income, Cash Flows and Partners' Capital for the three years ended December 31, 1996 and the Consolidated Balance Sheets as of December 31, 1996 and 1995 and the Notes thereto, for Kinder Morgan Energy Partners, L.P. and subsidiaries and Mont Belvieu Associates and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS Dec-31-1996 Dec-31-1996 14,299 0 12,360 0 2,709 29,368 272,178 36,184 303,603 19,066 163,703 0 0 118,344 0 303,603 71,250 71,250 7,874 54,177 (8,804) 0 12,634 13,243 1,343 11,900 0 0 0 11,900 1.79 1.79
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