0001104659-14-084210.txt : 20141202 0001104659-14-084210.hdr.sgml : 20141202 20141201191010 ACCESSION NUMBER: 0001104659-14-084210 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141202 DATE AS OF CHANGE: 20141201 EFFECTIVENESS DATE: 20141202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN MANAGEMENT LLC CENTRAL INDEX KEY: 0001135017 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 760669886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-179813 FILM NUMBER: 141258913 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 1001 LOUISIANA STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: KINDER MORGAN I CO LLC DATE OF NAME CHANGE: 20010214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN, INC. CENTRAL INDEX KEY: 0001506307 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 260238387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-179813-01 FILM NUMBER: 141258914 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 1001 LOUISIANA STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Kinder Morgan Holdco LLC DATE OF NAME CHANGE: 20101122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN ENERGY PARTNERS L P CENTRAL INDEX KEY: 0000888228 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760380342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-179813-02 FILM NUMBER: 141258915 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 1001 LOUISIANA STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: ENRON LIQUIDS PIPELINE L P DATE OF NAME CHANGE: 19970304 POSASR 1 a14-25412_1posasr.htm POSASR

 

Registration Nos. 333-179813

333-179813-01

333-179813-02

 

As filed with the Securities and Exchange Commission on December 1, 2014

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

 

Form S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KINDER MORGAN MANAGEMENT, LLC

 

Delaware

 

76-0669886

KINDER MORGAN ENERGY PARTNERS, L.P.

 

Delaware

 

76-0380342

KINDER MORGAN, INC.

 

Delaware

 

80-0682103

(Exact name of each registrant as specified in its charter)

 

(State or other
jurisdiction of
incorporation or
organization)

 

(I.R.S. employer
identification
number)

 

 

1001 Louisiana Street, Suite 1000

Houston, Texas 77002

(Address of registrant’s principal executive offices)

 

 

David R. DeVeau

1001 Louisiana Street, Suite 1000

Houston, Texas 77002

(713) 369-9000

(Name, address and telephone number of agent for service)

 

 

Copy to:

 

Troy L. Harder

Bracewell & Giuliani LLP

711 Louisiana Street, Suite 2300

Houston, Texas  77002-2770

Telephone: (713) 221-1456

 

Approximate date of commencement of proposed sale to the public: Not applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

 

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. o

 

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. o

 

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. o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Kinder Morgan Management, LLC:

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o
(Do not check if a smaller
reporting company)

 

Smaller reporting company o

 

 

 

 

 

 

 

Kinder Morgan Energy Partners, L.P.:

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o
(Do not check if a smaller
reporting company)

 

Smaller reporting company o

 

 

 

 

 

 

 

Kinder Morgan, Inc.:

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o
(Do not check if a smaller
reporting company)

 

Smaller reporting company o

 

 

 


 

DEREGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment No. 1 to the Automatic Shelf Registration Statement on Form S-3 (File Nos. 333-179813, 333-179813-01 and 333-179813-02) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on March 1, 2012 by Kinder Morgan Management, LLC, a Delaware limited liability company (“KMR”), with Kinder Morgan Energy Partners, L.P., a Delaware limited partnership, and Kinder Morgan, Inc., a Delaware corporation (“KMI”), as co-registrants (the “Co-Registrants”) is being filed to deregister all unsold securities of KMR and the Co-Registrants (the “Registered Securities”) that were registered under the Registration Statement.

 

Effective on November 26, 2014, KMI completed the acquisition of KMR pursuant to the Agreement and Plan of Merger dated August 9, 2014 (the “Merger Agreement”), by and among KMI, KMR and R Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of KMI (“R Merger Sub”).

 

Pursuant to the Merger Agreement, R Merger Sub was merged with and into KMR, with KMR surviving the merger as a wholly owned subsidiary of KMI (the “First Merger”). Immediately following the First Merger, KMR merged with and into Second R Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of KMI (“Second R Merger Sub”), with Second R Merger Sub surviving (the “Second Merger”). Following the Second Merger, Second R Merger Sub merged with and into KMI, with KMI surviving.  As a result, KMI is the successor in interest to KMR. As a result of the First Merger, each outstanding share representing limited liability company interests of KMR not owned by KMI and its subsidiaries was automatically converted into the right to receive the merger consideration described in the Merger Agreement.

 

As a result of the foregoing mergers, KMR and the Co-Registrants have terminated all offerings of their securities pursuant to the Registration Statement. In accordance with an undertaking made by KMR and the Co-Registrants in the Registration Statement to remove by means of a post-effective amendment any securities that were registered under the Registration Statement which remain unsold at the termination of the offering, KMI, as successor in interest to KMR, and the Co-Registrants hereby de-register any and all of the Registered Securities which remained unsold at the effective time of the mergers.

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Kinder Morgan, Inc., as successor in interest to Kinder Morgan Management, LLC, 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on December 1, 2014.

 

 

KINDER MORGAN, INC.

 

(as successor in interest to Kinder Morgan

 

Management, LLC)

 

 

 

 

 

By:

/s/ Kimberly A. Dang

 

Name:

Kimberly A. Dang

 

Title:

Vice President and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on December 1, 2014.

 

 

Signature

 

Title

 

 

 

/s/ Richard D. Kinder

 

Director, Chairman and Chief Executive Officer

Richard D. Kinder

 

(Principal Executive Officer)

 

 

 

/s/ Kimberly A. Dang

 

Vice President and Chief Financial Officer

Kimberly A. Dang

 

(Principal Financial and Accounting Officer)

 

 

 

/s/ Anthony W. Hall, Jr.

 

Director

Anthony W. Hall, Jr.

 

 

 

 

 

/s/ Steven J. Kean

 

Director

Steven J. Kean

 

 

 

 

 

/s/ Deborah A. Macdonald

 

Director

Deborah A. Macdonald

 

 

 

 

 

/s/ Michael Miller

 

Director

Michael Miller

 

 

 

 

 

/s/ Michael C. Morgan

 

Director

Michael C. Morgan

 

 

 

 

 

/s/ Fayez Sarofim

 

Director

Fayez Sarofim

 

 

 

 

 

/s/ C. Park Shaper

 

Director

C. Park Shaper

 

 

 

 

 

/s/ Joel V. Staff

 

Director

Joel V. Staff

 

 

 

 

 

/s/ Robert F. Vagt

 

Director

Robert F. Vagt

 

 

 

3


 

Pursuant to the requirements of the Securities Act of 1933, Kinder Morgan Energy Partners, L.P. 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on December 1, 2014.

 

 

KINDER MORGAN ENERGY PARTNERS, L.P.

 

 

 

By:

Kinder Morgan G.P., Inc.,

 

 

its general partner

 

 

 

 

 

By:

/s/ Kimberly A. Dang

 

Name:

Kimberly A. Dang

 

Title:

Vice President and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on December 1, 2014.

 

Signature

 

Title

 

 

 

/s/ Richard D. Kinder

 

President and Director of Kinder Morgan G.P., Inc., its general partner

Richard D. Kinder

 

 

 

(Principal Executive Officer)

 

 

 

/s/ Kimberly A. Dang

 

Vice President and Chief Financial Officer of Kinder Morgan G.P., Inc., its general partner

Kimberly A. Dang

 

 

 

(Principal Financial and Accounting Officer)

 

 

 

/s/ Steven J. Kean

 

Director of Kinder Morgan G.P., Inc., its general partner

Steven J. Kean

 

 

 

 

 

/s/ David R. DeVeau

 

Director of Kinder Morgan G.P., Inc., its general partner

David R. DeVeau

 

 

 

4


 

Pursuant to the requirements of the Securities Act of 1933, Kinder Morgan, Inc. 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on December 1, 2014.

 

 

KINDER MORGAN, INC.

 

 

 

 

 

By:

/s/ Kimberly A. Dang

 

Name:

Kimberly A. Dang

 

Title:

Vice President and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on December 1, 2014.

 

Signature

 

Title

 

 

 

/s/ Richard D. Kinder

 

Director, Chairman and Chief Executive Officer

Richard D. Kinder

 

(Principal Executive Officer)

 

 

 

/s/ Kimberly A. Dang

 

Vice President and Chief Financial Officer

Kimberly A. Dang

 

(Principal Financial and Accounting Officer)

 

 

 

/s/ Anthony W. Hall, Jr.

 

Director

Anthony W. Hall, Jr.

 

 

 

 

 

/s/ Steven J. Kean

 

Director

Steven J. Kean

 

 

 

 

 

/s/ Deborah A. Macdonald

 

Director

Deborah A. Macdonald

 

 

 

 

 

/s/ Michael Miller

 

Director

Michael Miller

 

 

 

 

 

/s/ Michael C. Morgan

 

Director

Michael C. Morgan

 

 

 

 

 

/s/ Fayez Sarofim

 

Director

Fayez Sarofim

 

 

 

 

 

/s/ C. Park Shaper

 

Director

C. Park Shaper

 

 

 

 

 

/s/ Joel V. Staff

 

Director

Joel V. Staff

 

 

 

 

 

/s/ Robert F. Vagt

 

Director

Robert F. Vagt

 

 

 

5