-----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, Cj03jweJ1c/jHDe0GvJkMYIApJlFeIFpwOLDAS+Nvui+NThsjxsd/5neSPUzRmm2 uGm4QMYks/fvZg5r66qiCg== 0001014108-98-000098.txt : 19981111 0001014108-98-000098.hdr.sgml : 19981111 ACCESSION NUMBER: 0001014108-98-000098 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 333-25997 FILED AS OF DATE: 19981110 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/A SEC ACT: SEC FILE NUMBER: 333-66931 FILM NUMBER: 98743561 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-3/A 1 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT As filed with the Securities Exchange Commission on November 10, 1998 Registration No. 333-66931 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- AMENDMENT No. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------- KINDER MORGAN ENERGY PARTNERS, L.P. KINDER MORGAN OPERATING L.P. "A" KINDER MORGAN OPERATING L.P. "B" KINDER MORGAN OPERATING L.P. "C" KINDER MORGAN OPERATING L.P. "D" KINDER MORGAN NATURAL GAS LIQUIDS CORPORATION KINDER MORGAN CO2, LLC KINDER MORGAN BULK TERMINALS, INC. (Exact name of registrant as specified in its charter) Delaware 76-0380342 Delaware 76-0380015 Delaware 76-0414819 Delaware 76-0547319 Delaware 76-0561780 Delaware 76-0256928 Delaware 76-0563308 Louisiana 72-1073113 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1301 McKinney Street, Suite 3450 Houston, Texas 77010 (713) 844-9500 (Address, zip code, and telephone number, of registrant's principal executive offices) Joseph Listengart Kinder Morgan Energy Partners, L.P. 1301 McKinney Street, Suite 3450 Houston, Texas 77010 (713) 844-9500 (Name, address, zip code and telephone number, of service agent) Copy to: George E. Rider Patrick J. Respeliers Morrison & Hecker L.L.P. 2600 Grand Avenue Kansas City, Missouri 64108 - -------------------------------------------------------------------------------- Approximate commencement date of proposed public sale: From time to time after the effective date of this Registration Statement. If the only securities being registered on this form are being offered by dividend or interest reinvestment plans, check the following box. [ ] If any of the securities being registered on this form will be offered on a delayed or continuous basis pursuant to Rule 415 under 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 of 1933, 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 of 1933, 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 under the Securities Act of 1933, please check the following box. [ ] The registrant amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment which specifically states that this Registration Statement shall become effective according to Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities Exchange Commission, acting under Section 8(a), may determine. Explanatory Note: We are filing this Amendment solely for the purpose of filing Exhibit 5. INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits **1.1 -Form of Underwriting Agreement (for Units) **1.2 -Form of Underwriting Agreement (for Debt Securities) ***3.1 -Second Amendment to Amended and Restated Agreement of Limited Partnership dated as of February 14, 1997 (Exhibit 3.1 to the Partner- ship's Registration Statement on Form S-4 (File No. 333-46709)). ***4.1 -Specimen Certificate representing Common Units (Exhibit 4.1 to the Partnership's Registration Statement on Form S-4 (File No. 333-46709). **4.2 -Form of Senior Indenture **4.3 -Form of Subordinated Indenture *5 -Opinion of Morrison & Hecker L.L.P.as to the legality of the securities registered hereby **8 -Opinion of Morrison & Hecker L.L.P. as to tax matters **12 -Statement of Computation of ratio of earnings to fixed charges **23.1 -Consent of Morrison & Hecker L.L.P. (included in Exhibits 5 and 8) **23.2 -Consent of Arthur Andersen LLP **23.3 -Consent of PriceWaterhouseCoopers LLP **23.4 -Consent of PriceWaterhouseCoopers LLP **24.1 -Power of Attorney (included on signature page) ****26.1-Form T-1 Statement of Eligibility and Qualification ***99.1 -Balance Sheet of Kinder Morgan G.P., Inc., as of December 31, 1997 (Exhibit 99.1 to the Partnership's Registration Statement on Form S-4 (File No. 333-46709). - ------------------------ * Filed herewith. ** Previously Filed *** Incorporated by reference. ****To be filed with a Current Report on Form 8-K or a Post-Effective Amendment to Registration Statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each 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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 10, 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 KINDER MORGAN OPERATING L.P. "A" (A Delaware Limited Partnership) By: KINDER MORGAN G.P., INC. as General Partner By:/s/William V. Morgan William V. Morgan, Vice Chairman KINDER MORGAN OPERATING L.P."B" (A Delaware Limited Partnership) By: KINDER MORGAN G.P., INC. as General Partner By:/s/William V. Morgan William V. Morgan, Vice Chairman KINDER MORGAN OPERATING L.P."C" (A Delaware Limited Partnership) By: KINDER MORGAN G.P., INC. as General Partner By:/s/William V. Morgan William V. Morgan, Vice Chairman II-2 KINDER MORGAN OPERATING L.P. "D" (A Delaware Limited Partnership) By: KINDER MORGAN G.P., INC. as General Partner By:/s/William V. Morgan William V. Morgan, Vice Chairman KINDER MORGAN ENERGY NATURAL GAS LIQUIDS CORPORATION (A Delaware Corporation) By:/s/William V. Morgan William V. Morgan, Vice Chairman KINDER MORGAN CO2, LLC (A Delaware Limited Liability Company) By: KINDER MORGAN OPERATING L.P. "A" as sole Member By: KINDER MORGAN G.P., INC. as General Partner By:/s/William V. Morgan William V. Morgan, Vice Chairman KINDER MORGAN BULK TERMINALS, INC. (A Louisiana Corporation) By: /s/ William V. Morgan William V. Morgan, Vice Chairman Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. II-3 KINDER MORGAN ENERGY PARTNERS G.P., Inc. (General Partner to Kinder Morgan Operating L.P. "A", General Partner to Kinder Morgan Operating L.P. "B", General Partner to Kinder Morgan Operating L.P. "C", General Partner to Kinder Morgan Operating L.P. "D", and Kinder Morgan Operating L.P. "A" is the sole Member of Kinder Morgan CO2, LLC.) Name Title Date _________*________ Chairman of the Board and Chief November 10, 1998 Richard D. Kinder Executive Officer of Kinder Morgan G.P., Inc. /s/William V. Morgan Director and Vice Chairman of November 10, 1998 William V. Morgan Kinder Morgan G.P., Inc. _________*________ Director of Kinder Morgan G.P., November 10, 1998 Alan L. Atterbury Inc. _________*________ Director of Kinder Morgan G.P., November 10, 1998 Edward O. Gaylord Inc. _________*________ Director, President and Chief November 10, 1998 Thomas B. King Operating Officer of Kinder Morgan G.P., Inc. _________*________ Vice President, Chief Financial November 10, 1998 David G. Dehaemers, Officer and Chief Accounting Jr. Officer of Kinder Morgan G.P., Inc. *By:/s/ William V. Morgan William V. Morgan Attorney-in-Fact KINDER MORGAN NATURAL GAS LIQUIDS CORPORATION Name Title Date _________*________ Director and Chief Executive November 10, 1998 Richard D. Kinder Officer of Kinder Morgan Natural Gas Liquids Corporation. /s/William V. Morgan Director of Kinder Morgan November 10, 1998 William V. Morgan Natural Gas Liquids Corporation. _________*________ Director of Kinder Morgan November 10, 1998 Thomas B. King Natural Gas Liquids Corporation. _________*________ Chief Financial Officer of November 10, 1998 David G.Dehaemers, Kinder Morgan Natural Gas Jr. Liquids Corporation *By /s/William V. Morgan William V. Morgan Attorney-in-Fact II-4 KINDER MORGAN BULK TERMINALS, INC. Name Title Date _________*________ Director of Kinder Morgan Bulk November 10, 1998 Richard D. Kinder Terminals, Inc. /s/William V.Morgan Director of Kinder Morgan Bulk November 10, 1998 William V. Morgan Terminals, Inc. _________*________ President and (chief executive November 10, 1998 Thomas B. Stanley officer) of Kinder Morgan Bulk Terminals, Inc. _________*________ Treasurer, (principle financial November 10, 1998 David G. Dehaemers, officer, and principle accounting Jr. officer) of Kinder Morgan Bulk Terminals, Inc. *By:/s/William V. Morgan William V. Morgan Attorney-in-Fact II-5 INDEX TO EXHIBITS Exhibit Number **1.1 -Form of Underwriting Agreement (for Units) **1.2 -Form of Underwriting Agreement (for Debt Securities) ***3.1 -Second Amendment to Amended and Restated Agreement of Limited Partnership dated as of February 14, 1997 (Exhibit 3.1 to the Partnership's Registration Statement on Form S-4 (File No. 333-46709)). ***4.1 -Specimen Certificate representing Common Units (Exhibit 4.1 to the Partnership's Registration Statement on Form S-4 (File No. 333-46709). **4.2 -Form of Senior Indenture **4.3 -Form of Subordinated Indenture *5 -Opinion of Morrison & Hecker L.L.P. as to the legality of the securities registered hereby **8 -Opinion of Morrison & Hecker L.L.P. as to tax matters **12 -Statement of Computation of ratio of earnings to fixed charges **23.1 -Consent of Morrison & Hecker L.L.P. (included in Exhibits 5 and 8) **23.2 -Consent of Arthur Andersen LLP **23.3 -Consent of PriceWaterhouseCoopers LLP **23.4 -Consent of PriceWaterhouseCoopers LLP **24.1 -Power of Attorney (included on signature page) ****26.1 -Form T-1 Statement of Eligibility and Qualification ***99.1 -Balance Sheet of Kinder Morgan G.P., Inc., as of December 31, 1997 (Exhibit 99.1 to the Partnership's Registration Statement on Form S-4 (File No. 333-46709). - -------------------------- * Filed herewith. ** Previously Filed. *** Incorporated by reference. **** To be filed with a Current Report on Form 8-K or a Post-Effective Amendment to Registration Statement. II-6 EX-5 2 OPINION OF COUNSEL ------------------------------- MORRISON & HECKER L.L.P. Attorneys at Law 2600 Grand Avenue Kansas City, Missouri 64108-4606 Telephone (816) 691-2600 Telefax (816) 474-4208 November 6, 1998 Kinder Morgan Energy Partners, L.P. Kinder Morgan Operating L.P. "A" Kinder Morgan Operating L.P. "B" Kinder Morgan Operating L.P. "C" Kinder Morgan Operating L.P. "D" Kinder Morgan Natural Gas Liquids Corporation Kinder Morgan C02, LLC Kinder Morgan Bulk Terminals, Inc. 1301 McKinney Street, Suite 3450 Houston, Texas 77010 Re: Shelf Registration Statement: Form S-3 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 of a Registration Statement on Form S-3, as amended, (Registration No. 333-66931) (the "Registration Statement") filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the "Prospectus") and one or more supplements to the Prospectus, of Common Units ("Common Units") representing limited partner interests in the Partnership and/or debt securities of the Partnership ("Debt Securities") having an initial public offering price not to exceed $600 million, on terms to be determined at the time of the offering. We have also represented Kinder Morgan Operating L.P. "A", a Delaware limited partnership, Kinder Morgan Operating L.P. "B", a Delaware limited partnership, Kinder Morgan Operating L.P. "C", a Delaware limited partnership, Kinder Morgan Operating L.P. "D", a Delaware limited partnership, Kinder Morgan Natural Gas Liquids Corporation, a Delaware corporation, Kinder Morgan CO2, LLC, a Delaware limited liability company, and Kinder Morgan Bulk Terminals, Inc., a Louisiana corporation (collectively, the "Guarantors"), in connection with the unconditional guarantee (the "Guaranties") of the senior Debt Securities by the Guarantors. The Debt Securities (and the Guaranties, if applicable) are to be issued in one or more separate series in accordance with the provisions of one or more indentures (each, an "Indenture") to be entered into between the Partnership and a trustee (and the Guarantors, if applicable). 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 II-7 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 States of New York and 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, including the Prospectus; (2) the Partnership's Second Amended and Restated Agreement of Limited Partnership dated January 14, 1998 (the "Partnership Agreement"); (3) the form of indenture to be filed as Exhibit 4.2 to the Registration Statement to be executed by the Partnership, the Guarantors and the trustee (the "Senior Debt Indenture"), pursuant to which senior Debt Securities and the Guaranties may be issued; (4) the form of indenture to be filed as Exhibit 4.3 to the Registration Statement to be executed by the Partnership and the trustee (the "Subordinated Debt Indenture"), pursuant to which subordinated Debt Securities may be issued and (5) 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: 1. with respect to the Common Units, we are of the opinion that, when (a) the Partnership has taken all necessary action to approve the issuance of such Common Units, the terms of the offering and related matters and (b) the Common Units have been issued and delivered in accordance with terms of the applicable definitive purchase, underwriting or similar agreement approved by the Partnership upon payment (or delivery) of the consideration therefor provided for therein, then the Common Units 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 2. with respect to Debt Securities and the Guaranties to be issued under the Senior Debt Indenture, we are of the opinion that, when (i) the Senior Debt Indenture has been duly authorized and validly executed and delivered by the Partnership, the Guarantors and the trustee; (ii) the Senior Debt Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (iii) the Partnership and the Guarantors have taken all necessary action to approve the issuance and terms of such Debt Securities and the Guaranties, the terms of the offering thereof and related matters and (iv) such Debt Securities and Guaranties have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Senior Debt Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Partnership and the Guarantors upon payment (or delivery) of the consideration therefor provided for therein, such Debt Securities and Guaranties will be legally issued and will constitute valid and legally binding obligations of the Partnership and the Guarantors, respectively; and 3. with respect to Debt Securities to be issued under the Subordinated Debt Indenture, we are of the opinion that, when (i) the Subordinated Debt Indenture has been duly authorized and validly executed and delivered by the Partnership and the trustee; (ii) the Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (iii) the Partnership has taken all necessary action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters and (iv) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Subordinated Debt Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Partnership upon payment (or delivery) of the consideration therefor provided for therein, such Debt Securities will be legally issued and will constitute valid and legally binding obligations of the Partnership. The General Qualifications apply to the opinions set forth above (the Remedies Opinion). In addition to the General Qualifications, we express no opinion as to the enforceability of any provisions contained in the Debt Securities or the Guaranties purporting to: (i) allow the acceleration of the maturity of any indebtedness or the exercise of any other rights without notice to the person or entity signatory thereto or bound thereby; (ii) restrict access to legal or equitable remedies (including, without limitation, proper jurisdiction and venue); (iii) establish evidentiary standards; (iv) waive the benefits of any statute of limitation or any applicable bankruptcy, insolvency or usury law or stay or extension law or waive any rights under any applicable statutes or rules hereafter enacted or promulgated; or (v) preserve and maintain a guarantor's liability despite the fact that the guaranteed debt is II-8 unenforceable due to illegality. In addition, the enforceability of the rights to indemnification contained in the Indentures may be limited by Federal or New York State laws or the policies underlying such laws. We note that the Trust Indenture Act provides that certain provisions of the Trust Indenture Act are automatically included in the Indentures unless expressly excluded. To the extent that the Indentures do not expressly exclude or waive such provisions of the Trust Indenture Act, such provisions may supersede or override similar provisions in the Indentures. For purposes of the opinions expressed above, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Common Units or Debt Securities offered thereby; (iii) all Common Units or Debt Securities will have been issued and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement and (iv) a definitive purchase, underwriting or similar agreement with respect to any Common Units or Debt Securities offered will have been duly authorized and validly executed and delivered by the Partnership and the other parties thereto. 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. We also consent to the incorporation by reference of this letter in a registration statement, if any, relating to the Registration Statement filed by the Partnership pursuant to Rule 462(b) of the Act. 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. This opinion is rendered solely for your benefit in connection with the above matter and may not be relied upon in any manner by any other person or entity without our express written consent. Very truly yours, MORRISON & HECKER L.L.P. /s/ Morrison & Hecker L.L.P. II-9 -----END PRIVACY-ENHANCED MESSAGE-----