-----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, HkSQSvrP7vpMDuVr0HDq5+XJArXJsTpkf5+OmmzsrKOwec4yVOtUmu/nXEOOlSw9 QC6Z5O1R7gl4P9aCOfSJ7Q== 0001193125-07-030407.txt : 20070214 0001193125-07-030407.hdr.sgml : 20070214 20070214062345 ACCESSION NUMBER: 0001193125-07-030407 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: FAYEZ SAROFIM SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47969 FILM NUMBER: 07613574 BUSINESS ADDRESS: STREET 1: 370 VAN GORDON STREET CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3039144752 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAYEZ SAROFIM & CO CENTRAL INDEX KEY: 0000937729 IRS NUMBER: 741312679 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO HOUSTON CENTER STREET 2: SUITGE 2907 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136544484 MAIL ADDRESS: STREET 1: TWO HOUSTON CENTER STREET 2: SUITE 2907 CITY: HOUSTON STATE: TX ZIP: 77010 SC 13G/A 1 dsc13ga.txt AMENDMENT NO. 5 TO SCHEDULE 13G February 14, 2007 Securities and Exchange Commission 450 5th Street, N. W. Washington, D. C. 20549 Gentlemen: On behalf of Fayez Sarofim & Co., a Texas business corporation and a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (the "Company"), and on behalf of Mr. Fayez Sarofim, Chairman of the Board and President, a director and owner of a majority of the outstanding capital stock of the Company ("Sarofim"), we are delivering to you herewith for filing pursuant to Rule 13d-2(b) an electronic copy of Amendment No. 5 of Schedule 13G reporting the beneficial ownership by the Company and Sarofim of the following security: Kinder Morgan Energy Partners LP Common Units representing limited partnership interests By copy of this letter, we are sending by certified mail a copy of the enclosed Amendment No. 5 of Schedule 13G to the issuer of the security at its principal executive office and to the principal national securities exchange, if any, where the security is traded. Very truly yours, FAYEZ SAROFIM & CO. /s/ Raye G. White ____________________ (Mrs.) Raye G. White Executive Vice-President RGW/wdh cc: Kinder Morgan Energy Partners LP New York Stock Exchange -------------------------------------------- | OMB APPROVAL | | -------------------------------------- | | OMB Number: 3235-0145 | | Expires: August 31, 1991 | | Estimated average burden hours | | per response.................. 14.90 | -------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13 G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* KINDER MORGAN ENERGY PARTNERS, LP (NAME OF ISSUER) Common Units representing limited partnership interests (TITLE OF CLASS OF SECURITIES) 49455010-6 (CUSIP NUMBER) Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 (however, see the Notes). Page 1 of 7. SEC 1745 (10-88) - ----------------------- --------------------- CUSIP NO. 49455010-6 13G PAGE 2 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FAYEZ SAROFIM & CO. 74-1312679 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Texas - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 3,682,104 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,732,553 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,732,553 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 2.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IA - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 49455010-6 13G PAGE 3 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FAYEZ SAROFIM ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 2,300,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 3,686,104 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 2,300,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,736,553 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 7,036,553 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 4.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! SECURITIES AND EXCHANGE COMMISSION Washington, D. C. Amendment No. 5 Schedule 13(G) Under the Securities Exchange Act of 1934 Item 1(a) Name of Issuer: Kinder Morgan Energy Partners, LP Item 1(b) Address of Issuer's Principal Executive Office: 500 Dallas, Suite 1000 Houston, Texas 77002 Item 2(a) Name of Person Filing: Fayez Sarofim & Co. and Fayez Sarofim Item 2(b) Address of Principal Business Office, or if none, Residence: 2907 Two Houston Center Houston, Texas 77010 Item 2(c) Citizenship: U. S. A. (Fayez Sarofim & Co. is a corporation incorporated in Texas) Item 2(d) Title of Class of Securities: Common Units Item 2(e) CUSIP Number: 49455010-6 Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),: Fayez Sarofim & Co. is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Fayez Sarofim is Chairman of the Board and President, a director and owner of a majority of the outstanding capital stock of Fayez Sarofim & Co. and may be considered a parent holding company of Fayez Sarofim & Co. within the meaning of Rule 13d-1(b)(1)(ii)(G). Item 4 Ownership as of December 31, 2006: (a) Amount Beneficially Owned: (i) 1,477,603 shares are held in investment advisory accounts managed by Fayez Sarofim & Co. for numerous clients. Pursuant to its investment advisory contract with its clients, Fayez Sarofim & Co. has full investment discretion with respect to such investment advisory accounts. However, Fayez Sarofim & Co. is not the record owner of any of such shares as such shares are held of record by the respective clients or by trustees or custodians for such clients. The clients are entitled to the economic benefits (dividend payments and sales proceeds) of ownership of such shares. Each client also has the right to terminate its investment advisory relationship with Fayez Sarofim & Co. at any time. Because Fayez Sarofim & Co. has power to dispose, or to direct the disposition of, such shares, it may be deemed to be the beneficial owner of these shares for the purposes of the Rule 13d-3 under the Securities Exchange Act of 1934. Because Fayez Sarofim is Chairman of the Board and President, a director and owner of a majority of the outstanding capital stock of Fayez Sarofim & Co., he may also be deemed to be an indirect beneficial owner of these shares for the purposes of Rule 13d-3. (ii) 54950 shares are held in investment advisory accounts managed by Sarofim Trust Co., a wholly owned subsidiary of Fayez Sarofim & Co., which is also an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Pursuant to its investment advisory contracts with its clients, Sarofim Trust Co. has full investment discretion with respect to such investment advisory accounts. However, Sarofim Trust Co. is not the record owner of any of such shares as such shares are held of record by the respective clients or by trustees or custodians for such clients. The clients are entitled to the economic benefits of ownership of such shares. Each client also has the right to terminate its investment advisory relationship with Sarofim Trust Co. at any time. Because Sarofim Trust Co. has power to dispose, or to direct the disposition of, such shares, it may be deemed to be the beneficial owner of these shares for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim & Co. and Mr. Sarofim as controlling persons of Sarofim Trust Co., may be deemed to be indirect beneficial owners of these shares for such purposes. 4 (iii) 0 shares are held in investment advisory accounts managed by Sarofim International Management Company, a wholly owned subsidiary of Fayez Sarofim & Co., which is also an Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940. Pursuant to its investment advisory contracts with its clients, Sarofim International Management Company has full investment discretion with respect to such investment advisory accounts. However, Sarofim International Management Company is not the record owner of any such shares as such shares are held of record by the respective clients or by trustees or custodians for such clients. The clients are entitled to the economic benefits of ownership of such shares. Each client also has the right to terminate its investment advisory relationship with Sarofim International Management Company at any time. Because Sarofim International Management Company has power to dispose, or to direct the disposition of, such shares, it may be deemed to be the beneficial owner of these shares for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim & Co. and Mr. Sarofim as controlling persons of Sarofim International Management Company, may be deemed to be indirect beneficial owners of these shares for such purposes. (iv) 3,200,000 shares are owned directly by FSI Corporation, a wholly owned subsidiary of Fayez Sarofim & Co., for its own account. Because Fayez Sarofim is a controlling person of Fayez Sarofim & Co., he may be deemed to be an indirect beneficial owner of these shares for the purposes of Rule 13d-3. (v) 2,300,000 shares are owned of record and beneficially by Fayez Sarofim. Fayez Sarofim & Co. has no beneficial ownership of these shares. (vi) 4,000 shares are held in trusts with respect to which Mr. Sarofim is a trustee. Fayez Sarofim & Co. has no beneficial ownership of these shares. Also, Mr. Sarofim has no beneficial interest in any of these trusts. Mr. Sarofim shares with the other trustees of such trusts the power to vote and to dispose of these shares. (b) Percent of Class: (i) 0.9% -- as to shares held in accounts managed by Fayez Sarofim & Co. with power to dispose, or to direct the disposition of such shares. (ii) 0.0% -- as to shares held in accounts managed by Sarofim Trust Co. with power to dispose, or to direct the disposition of, such shares. (iii) 0.0% -- as to shares held in accounts managed by Sarofim International Management Company with power to dispose, or to direct the disposition of, such shares. (iv) 2.0% -- as to shares owned directly by FSI Corporation for its own account. (v) 1.4% -- as to shares owned of record and beneficially by Fayez S. Sarofim. (vi) 0.0% -- as to shares held in trusts of which Mr. Sarofim is a trustee. (vii) 0.0% -- as to shares owned of record and beneficially by Mr. Sarofim's family. (c) Number of shares as to which Fayez Sarofim & Co. has: (i) sole power to vote or direct the vote: 0 shares. 5 (ii) shared power to vote or to direct the vote: 3,682,104 shares. The voting arrangements with respect to the securities held in the various investment advisory accounts managed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company vary. The contracts relating to certain of the investment advisory accounts do not grant any power to Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company to vote securities held in such accounts. The contracts relating to other investment advisory accounts provide that the securities held in such investment advisory accounts will be voted in accordance with the directions given by the investment adviser. All securities held in investment advisory accounts are held of record by clients or by trustees or custodians for clients of Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company. Proxies voting the shares are signed by the client, the trustee or the custodian. Accordingly, it is difficult to determine the extent of voting power possessed by Fayez Sarofim & Co. It is believed, however, that of the 4,732,553 shares which Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company may be deemed to own beneficially for purposes of Rule 13d-3, it may be deemed to share voting power with respect to not more than 3,682,104 of such shares. Such voting power may be deemed to be shared with Mr. Sarofim who may be deemed to share such power by virtue of his control relationship with Fayez Sarofim & Co., Sarofim Trust Co., and Sarofim International Management Company. Such voting power may also be deemed to be shared with trustees, other fiduciaries, clients or others in many cases. (iii) sole power to dispose or direct the disposition of: 0 shares. (iv) shared power to dispose or direct the disposition of: 4,732,553 shares. Such power may be deemed to be shared with Mr. Sarofim, and also with Sarofim Trust Co. with respect to securities held in accounts managed by Sarofim Trust Co. and with Sarofim International Management Company with respect to securities held in investment advisory accounts of Sarofim International Management Company. (d) Number of shares as to which Fayez Sarofim has: (i) sole power to vote or direct the vote: 2,300,000 shares. (ii) shared power to vote or direct the vote: 3,686,104 shares. As discussed above, the voting arrangements with respect to the shares held in the various investment advisory accounts managed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company, vary. Fayez Sarofim may be deemed to share the voting power possessed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company, with respect to the securities held in such accounts by virtue of his control relationship to such investment advisers. Accordingly, it is believed that of the 4,736,553 shares which Mr. Sarofim may be deemed to own beneficially for purposes of Rule 13d-3 (excluding the 2,300,000 shares which he holds for his own account and has the sole power to vote but including the 4,000 shares held by trusts of which he is a trustee), he may be deemed to share voting power with respect to not more than 3,686,104 of such shares. Such voting power may be deemed to be shared with Fayez Sarofim & Co. with respect to securities held in investment advisory accounts managed by Fayez Sarofim & Co., with Fayez Sarofim & Co. and Sarofim Trust Co. with respect to securities held in investment advisory accounts managed by Sarofim Trust Co. and with Fayez Sarofim & Co. and Sarofim International Management Company with respect to securities held in investment advisory accounts of Sarofim International Management Company. In many cases where securities are held in accounts managed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company, voting power may also be deemed to be shared with trustees, other fiduciaries, clients of Fayez Sarofim & Co. or Sarofim Trust Co., or Sarofim International Management Company, or others. (iii) sole power to dispose or direct the disposition of: 2,300,000 shares. (iv) shared power to dispose or direct the disposition of: 4,736,553 shares. Such power may be deemed to be shared with Fayez Sarofim & Co. with respect to securities held in accounts managed by Fayez Sarofim & Co., with Fayez Sarofim & Co. and Sarofim Trust Co. with respect to the securities held in accounts managed by Sarofim Trust Co. and with Fayez Sarofim & Co. and Sarofim International Management Company with respect to securities held in investment advisory accounts of Sarofim International Management Company and with other trustees of trusts of which Mr. Sarofim is a trustee with respect to the securities held in such trusts. 6 Item 5 Ownership of Five Percent or Less of a Class. Not Applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person. With respect to securities held in accounts managed by Fayez Sarofim & Co. or held in accounts managed by Sarofim Trust Co., or held in accounts managed by Sarofim International Management Company clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No one client has such right with respect to more than five percent of the Class. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. As indicated in Item 3, Fayez S. Sarofim is Chairman of the Board and President, a director and owner of a majority of the outstanding capital stock of Fayez Sarofim & Co. and may be considered a parent holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 8 Identification and Classification of Members of the Group. Not Applicable. Item 9 Notice of Dissolution of Group. Not Applicable. Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2007 FAYEZ SAROFIM & CO. By /s/ Fayez Sarofim _____________________________________ Signature Fayez Sarofim Chairman of the Board and President Date: February 14, 2007 /s/ Fayez Sarofim _______________________________________ Signature Fayez Sarofim 7 AGREEMENT The undersigned hereby agree in writing pursuant to the provisions of Rule 13d-1(f) (1) (iii) under the Securities Exchange Act of 1934 that the Schedule 13(G) to which this Agreement is attached is filed on behalf of each of the undersigned. FAYEZ SAROFIM & CO. By /s/ Fayez Sarofim _________________________________ Fayez Sarofim Chairman of the Board and President By /s/ Fayez Sarofim __________________________________ Fayez Sarofim Dated: February 14, 2007 -----END PRIVACY-ENHANCED MESSAGE-----