-----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, DhYEQivyq9DxDK/WDRLabKoD5J/P/0KOWZv5Bja/amBQZZ4Tc9T7hW8qEqccvCBR gynbOv+4T+Ub7P9vSUBHFA== 0001031087-00-000001.txt : 20000203 0001031087-00-000001.hdr.sgml : 20000203 ACCESSION NUMBER: 0001031087-00-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000131 SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-47969 FILM NUMBER: 518450 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN GP INC CENTRAL INDEX KEY: 0001031087 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 470495888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET 2: SUITE 3450 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7138537273 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET 2: SUITE 3450 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: ENRON LIQUIDS PIPELINE CO DATE OF NAME CHANGE: 19970122 SC 13D 1 _____________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2)* KINDER MORGAN ENERGY PARTNERS, L.P. (Name of Issuer) _____________________ Common Units (Title of Class of Securities) ____________________ 494550-10-6 (CUSIP Number) Kinder Morgan G.P., Inc. 1301 McKinney, Suite 3400 Houston, Texas 77010 Attn: Mr. Joseph Listengart (713) 844-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Mr. David L. Ronn Bracewell & Patterson, L.L.P. South Tower Pennzoil Place 711 Louisiana Street, Suite 2900 Houston, Texas 77002-2781 713-221-1352 ________________________ March 6, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d- 1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. * Final Amendment 2 SCHEDULE 13D CUSIP NO.: 494550-10-6 - ----------------------------------------------------------------------- 1 Name of Reporting Person; S.S. or IRS Identification Number Kinder Morgan G.P., Inc. - ----------------------------------------------------------------------- 2 Check the Appropriate Box If A Member of a Group (a) [ ] (b) [ ] - ----------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------- 4 Source of Funds 00 - ----------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------- 7 Sole Voting Power 862,000 Common Units - ----------------------------------------------------------------------- 8 Shared Voting Power 0 - ----------------------------------------------------------------------- 9 Sole Dispositive Power 862,000 Common Units - ----------------------------------------------------------------------- 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 862,000 Common Units - ----------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 1.5% - ----------------------------------------------------------------------- 14 Type of Reporting Person CO - ------------------------------------------------------------------------ 3 AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D Preliminary Statement: This Amendment No. 2 amends and supplements Amendment No. 1 to the Statement on Schedule 13D filed with the Securities and Exchange Commission by Kinder Morgan G.P., Inc., a Delaware corporation (the "Reporting Person"), on February 14, 1997 ("Amendment No. 1"), relating to the common units of limited partnership interest (the "Common Units") of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership ("Issuer"). The principal terms used but not defined herein shall have the meanings ascribed thereto in Amendment No. 1. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on Amendment No. 1. This Amendment No. 2 speaks as of its date and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. Item 1. Security and Issuer. Item 1 is hereby amended and supplemented by replacing the current paragraph with the following: This Statement on Schedule 13D relates to the Common Units of Limited Partnership Interest ("Common Units") of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Issuer"), whose principal executive office is located at 1301 McKinney, Suite 3400, Houston, Texas 77010. Item 2. Identity and Background. Item 2 is hereby amended and supplemented by replacing the current paragraphs with the following: This Statement is filed by Kinder Morgan G.P., Inc., a Delaware corporation (the "Reporting Person") and a wholly-owned subsidiary of Kinder Morgan (Delaware), Inc., a Delaware corporation and formerly Kinder Morgan, Inc. ("KM-Delaware"). The Reporting Person is the sole general partner of the Issuer. KM- Delaware will file a separate Amendment No. 2 to its Statement on Schedule 13D indicating that it has ceased being the beneficial owner of five percent (5%) of such Common Units as of March 6, 1998. The address of the principal business office of the Reporting Person is 1301 McKinney, Suite 3400, Houston, Texas 77010. 4 Information relating to the directors and executive officers of the Reporting Person is contained in Appendix A attached hereto and is incorporated herein by reference. None of the Reporting Person or, to the undersigned's knowledge, any person listed on Appendix A hereto, has been during the last five years (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. No change. Item 4. Purpose of the Transaction. Item 4 is hereby amended and supplemented by replacing the current paragraphs with the following: The Reporting Person holds Common Units as reported herein for the purposes of investment. The Reporting Person has no present plan or proposal with respect to any action that would relate to or result in the occurrence of any of the matters enumerated under Item 4 of Schedule 13D. The Reporting Person reserves the right to formulate specific plans or proposals with respect to, or to change their intentions regarding, any or all of the foregoing. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and supplemented by replacing the current paragraphs with the following: (a) As set forth herein, the Reporting Person owns 862,000 Common Units, which represent approximately 1.5% of the outstanding Common Units, based upon (i) the number of Common Units outstanding as of November 8, 1999, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999 and (ii) the additional 9,810,000 Common Units issued as part of a private transaction recently completed by the Issuer. The directors and executive officers of the Reporting Person disclaim any beneficial ownership of the Common Units owned by KMGP. (b) The Reporting Person has sole voting and sole dispositive power over the 862,000 Common Units that it owns. Neither the sole stockholder, the directors, 5 nor the executive officers of the Reporting Person individually has the power to vote or direct the vote of, or dispose of direct the disposition of, Common Units owned by the Reporting Person, or to dispose or direct the disposition of, or receive or direct the receipt of, dividends with respect to such Common Units deemed to be beneficially owned by the Reporting Person. (c) The Reporting Person has not effected any transactions in the past 60 days involving Common Units. (d) No other person has the power to dispose or direct the disposition of, or receive or direct the receipt of, dividends with respect to Common Units owned by the Reporting Person. (e) On March 6, 1998, Kinder Morgan Operating L.P. "D" ("OLP-D"), a limited partnership wholly-owned by the Issuer, acquired 99% of SFPP, L.P., the operating partnership of Santa Fe Pacific Pipeline Partners, L.P. ("Santa Fe"). SFPP, L.P. owned substantially all of Santa Fe's assets and conducted all of its business activities. The Issuer acquired the interest of Santa Fe's common unit holders in SFPP, L.P. in exchange for 26.6 million newly-issued Common Units (the "Santa Fe Transaction"). The additional issuance of Common Units as part of the Santa Fe Transaction resulted in a dilution of the Reporting Person's ownership interest in the Issuer. Consequently, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Common Units on March 6, 1998. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. Item 7. Material to be Filed as Exhibits. None 6 SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete, and correct. Date: January 31, 2000. Kinder Morgan G.P., Inc. By:/S/ WILLIAM V. MORGAN ------------------------------- William V. Morgan Vice Chairman and President 7 APPENDIX A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF KINDER MORGAN, G.P., INC.. Directors and Executive Officers of the Reporting Person. Set forth below are the name, current business address, citizenship and the present principal occupation or employment of each director and executive officer of the Reporting Person . The principal address of the Reporting Person and, unless otherwise indicated below, the current business address for each individual listed below is 1301 McKinney, Suite 3400, Houston, Texas 77010. Unless otherwise indicated, each such person is a citizen of the United States. Name Present Principal Occupation and Position Richard D. Kinder Mr. Kinder is Director, Chairman and Chief Executive Officer of the Reporting Person. Mr. Kinder's present principal occupation is as the foregoing and as Director, Chairman and Chief Executive Officer of Kinder Morgan, Inc., a Kansas corporation, which is the ultimate parent and indirect stockholder of the Reporting Person ("KMI"). William V. Morgan Mr. Morgan is Director, Vice Chairman and President of the Reporting Person. Mr. Morgan's present principal occupation is as the foregoing and as Director, Vice Chairman and President of KMI. Gary Hultquist Mr. Hultquist is Director of the Reporting 3450 West Warren Person. Mr. Hultquist is the Managing Avenue Director of Hultquist Capital, LLC, an Fremont, investment and consulting firm based in San California 94538 Francisco, California. Mr. Hultquist has held that position with Hultquist Capital, LLC and its predecessor since 1988. Prior thereto, Mr. Hultquist served in management and as a partner at two San Francisco area law firms where he specialized in intellectual property and business litigation. Edward O. Gaylord Mr. Gaylord is Director of the Reporting 5851 San Felipe, Person. Mr. Gaylord is the Chairman of the Suite 900 Board of Directors of Jacintoport Terminal Houston, Texas Company, a liquid bulk storage terminal on 77057 the Houston, Texas ship channel. Mr. Gaylord also serves as Chairman of the Board for EOTT Energy Corporation, an oil trading and transportation company also located in Houston, Texas. Mr. Gaylord is also a Director of Seneca Foods Corporation and Imperial Sugar Company. William V. Allison Mr. Allison is Vice President of the Reporting Person. Mr. Allison's present principal occupation is as the foregoing and as Vice President of KMI. C. Park Shaper Mr. Shaper is Vice President, Chief Financial Officer and Treasurer of the Reporting Person. Mr. Shaper's present principal occupation is as the foregoing and as Vice President and Chief Financial Officer of KMI. Thomas A. Bannigan Mr. Bannigan's present principal occupation is as Vice President of the Reporting Person. 8 David G. Mr. Dehaemers is Treasurer of the Reporting Dehaemers, Jr. Person. Mr. Dehaemers' present principal occupation is as the foregoing and as Vice President-Corporate Development of KMI. Joseph Listengart Mr. Listengart is Vice President, General Counsel and Secretary of the Reporting Person. Mr. Listengart's present principal occupation is as the foregoing and as Vice President, General Counsel and Secretary of KMI. Michael C. Morgan Mr. Morgan is Vice President of the Reporting Person. Mr. Morgan's present principal occupation is as the foregoing and as Vice President - Strategy and Investor Relations, Assistant, Secretary and Assistant Treasurer of KMI. Thomas B. Stanley Mr. Stanley's present principal occupation is as Vice President-Bulk Terminals of the Reporting Person. James E. Street Mr. Street is Vice President-Human Resources and Administration of the Reporting Person. Mr. Street's present principal occupation is as the foregoing and as Vice President-Human Resources and Administration of KMI. -----END PRIVACY-ENHANCED MESSAGE-----