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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
KINDER MORGAN MANAGEMENT, LLC
(Name of Issuer)
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SHARES
(Title of Class of Securities)
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49455U 10 0
(CUSIP Number)
MR. JOSEPH LISTENGART
KINDER MORGAN, INC.
ONE ALLEN CENTER, SUITE 1000
500 DALLAS STREET
HOUSTON, TEXAS 77002
(713) 369-9000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
with a copy to:
MR. GARY W. ORLOFF
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER PENNZOIL PLACE
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002-2781
(713) 221-1306
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MAY 18, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the 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.
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SCHEDULE 13D
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CUSIP NO.: 49455U 10 0
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1 NAME OF REPORTING PERSON
Kinder Morgan, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7 SOLE VOTING POWER
1,487,500
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,487,500
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,487,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON
CO
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STATEMENT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the shares (the "Shares") of
Kinder Morgan Management, LLC, a Delaware limited liability company (the
"Issuer"), whose principal executive offices are located at One Allen Center,
Suite 1000, 500 Dallas Street, Houston, Texas 77002. At any time after July 2,
2001, owners of Shares may exchange some or all of their whole Shares for common
units of Kinder Morgan Energy Partners, L.P. owned by the Reporting Person and
its subsidiaries on a one-for-one basis, subject to adjustment by the Reporting
Person. At any time, instead of delivering a common unit, the Reporting Person
may make a cash payment with respect to any Share surrendered for exchange.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Kinder Morgan, Inc., a Kansas corporation
(the "Reporting Person"). The Reporting Person is an energy services provider
whose principal business units are: (1) Natural Gas Pipeline Company of America
and certain affiliates, a major interstate natural gas pipeline and storage
system, (2) retail natural gas distribution, the regulated sale of natural gas
to residential, commercial and industrial customers and non-utility sales of
natural gas to certain utility customers under the Choice Gas Program and (3)
power generation and the construction and operation of natural gas-fired
electric generation facilities, together with various other activities not
constituting separately managed or reportable business segments. The operations
of Kinder Morgan Energy Partners, L.P., a master limited partnership in which
the Reporting Person indirectly holds the general partner interest, include (i)
liquids and refined products pipelines, (ii) transportation and storage of
natural gas, (iii) carbon dioxide production and transportation and (iv) bulk
terminals. The address of the principal business and office of the Reporting
Person is One Allen Center, Suite 1000, 500 Dallas Street, Houston, Texas 77002.
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.
Neither the Reporting Person nor, to the undersigned's knowledge, any
person listed on Appendix A hereto, during the last five years (a) has been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) has been 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
The Reporting Person paid $104,734,875.00 from working capital to
purchase the Shares.
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ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person holds the Shares as reported herein for the
purpose 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 its intentions regarding, any or all of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As set forth herein, the Reporting Person beneficially owns
1,487,500 Shares, which represent 10.0% of the outstanding Shares, based upon
the number of Shares outstanding as of the most recent practicable date. The
persons listed on Appendix A disclaim any beneficial ownership of the Shares
owned by the Reporting Person. Please see Appendix A for the beneficial
ownership of the directors and executive officers of the Reporting Person.
(b) As set forth herein, the Reporting Person has sole voting and
dispositive power over the 1,487,500 Shares that it beneficially owns. The
Reporting Person does not share voting or dispositive power over any Shares.
Each of the persons listed on Appendix A has sole voting and dispositive power
over the shares that he beneficially owns. Each of the persons listed on
Appendix A does not share voting or dispositive power over any Shares.
(c) The Reporting Person and the persons listed on Appendix A acquired
the Shares listed herein on May 18, 2001 from the Issuer at $70.41 per Share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The information set forth, or incorporated by reference, in Items 1
through 5 is hereby incorporated herein by reference. To the best of the
Reporting Person's knowledge, except as described in this Schedule 13D, there
are at present no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any other person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 18, 2001 KINDER MORGAN, INC.
By: /s/ Joseph Listengart
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Joseph Listengart
Vice President, General Counsel
and Secretary
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APPENDIX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF KINDER MORGAN, INC.
Set forth below are the name, current business address, citizenship,
present principal occupation or employment and beneficial ownership of each
director and executive officer of the Reporting Person. The principal address of
the Reporting Person, the Issuer, and Kinder Morgan G.P., Inc. ("KMGP"), and,
unless otherwise indicated, the current business address for each individual
listed below, is One Allen Center, Suite 1000, 500 Dallas Street, Houston, Texas
77002. Each director or executive officer listed below is a citizen of the
United States.
Number of Shares
Beneficially Owned
Name and Address (Percentage of the Shares
(if different from above) Present Principal Occupation and Position Outstanding)
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Richard D. Kinder Mr. Kinder is the Chairman of the Board 10,000 (less than 1%)
of Directors and Chief Executive Officer
of the Reporting Person. Mr. Kinder's
present principal occupation is the
foregoing and Chairman of the Board of
Directors and Chief Executive Officer
of KMGP and the Issuer.
William V. Morgan Mr. Morgan is the Vice Chairman of the 0
Board of Directors and President of the
Reporting Person. Mr. Morgan's present
principal occupation is the foregoing
and Vice Chairman of the Board of
Directors and President of KMGP and
the Issuer.
William V. Allison Mr. Allison is Vice President 0
(President, Natural Gas Pipeline
Operations) of the Reporting Person. Mr.
Allison's present principal occupation
is the foregoing and Vice President
(President, Natural Gas Pipeline
Operations) of KMGP and the Issuer.
Edward H. Austin, Jr. Mr. Austin is a Director of the 0
112 East Pecan, Suite 2800 Reporting Person. Mr. Austin's principal
San Antonio, TX 78205-1531 occupation is principal of Austin,
Calvert & Flavin, Inc., an investment
advisory firm located at 112 East Pecan,
Suite 2800, San Antonio, TX 78205-1531.
Charles W. Battey Mr. Battey is a Director of the 0
7500 W. 110th Street Reporting Person. Mr. Battey's principal
Overland Park, KS 66210-2329 occupation is independent consultant and
active community volunteer based in
Kansas City.
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Number of Shares
Beneficially Owned
Name and Address (Percentage of the Shares
(if different from above) Present Principal Occupation and Position Outstanding)
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Stewart A. Bliss Mr. Bliss is a Director of the Reporting 0
370 17th Street, Suite 3600 Person. Mr. Bliss's principal occupation
Denver, CO 80202 is Financial Consultant and Senior
Business Advisor for Green, Manning &
Bunch, Ltd., located at 370 17th Street,
Suite 3600, Denver, CO 80202.
David G. Dehaemers, Jr. Mr. Dehaemers is Vice President, 0
Corporate Development of the Reporting
Person. Mr. Dehaemers' present principal
occupation is the foregoing and Vice
President, Corporate Development of KMGP
and the Issuer.
Ted A. Gardner Mr. Gardner is a Director of the 0
One First Union Center Reporting Person. Mr. Gardner's
5th Floor principal occupation is Managing Partner
301 College Street of First Union Capital Partners and
Charlotte, NC 28288-0732 Senior Vice President of First Union
Corporation. The address of First Union
Capital Partners and First Union
Corporation is One First Union Center,
5th Fl., 301 College Street, Charlotte,
NC 28288-0732.
William J. Hybl Mr. Hybl is a Director of the Reporting 0
10 Lake Circle Person. Mr. Hybl's principal occupation
Colorado Springs, CO 80906 is Chairman of the Board of Directors,
Chief Executive Officer and Trustee of
El Pomar Foundation, a charitable
foundation located at 10 Lake Circle,
Colorado Springs, CO 80906.
Joseph Listengart Mr. Listengart is Vice President, 0
General Counsel and Secretary of the
Reporting Person. Mr. Listengart's
present principal occupation is the
foregoing and Vice President, General
Counsel and Secretary of KMGP and the
Issuer.
Michael C. Morgan Mr. Morgan is Vice President, Strategy 1,000 (less than 1%)
and Investor Relations of the Reporting
Person. Mr. Morgan's present principal
occupation is the foregoing and Vice
President, Strategy and Investor
Relations of KMGP and the Issuer.
Edward Randall, III Mr. Randall is a Director of the 0
5851 San Felipe, Suite 850 Reporting Person. Mr. Randall's
Houston, TX 77057 principal occupation is private
investor.
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Number of Shares
Beneficially Owned
Name and Address (Percentage of the Shares
(if different from above) Present Principal Occupation and Position Outstanding)
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Fayez Sarofim Mr. Sarofim is a Director of the 0
909 Fannin Street, Suite 2907 Reporting Person. Mr. Sarofim's
Houston, TX 77010 principal occupation is President and
Chairman of the Board of Fayez Sarofim &
Co., an investment advisory firm located
at 909 Fannin Street, Suite 2907,
Houston, TX 77010.
C. Park Shaper Mr. Shaper is Vice President, Chief 1,000 (less than 1%)
Financial Officer and Treasurer of the
Reporting Person. Mr. Shaper's present
principal occupation is the foregoing
and Vice President, Chief Financial
Officer and Treasurer of KMGP and the
Issuer.
James E. Street Mr. Street is Vice President, Human 0
Resources and Administration of the
Reporting Person. Mr. Street's present
principal occupation is the foregoing
and Vice President, Human Resources and
Administration of KMGP and the Issuer.
H. A. True, III Mr. True is a Director of the Reporting 0
895 West River Cross Road Person. Mr. True's principal occupation
Casper, WY 82601 is owner and director of the True
Companies, which are involved in energy,
agriculture and financing, and are
located at 895 West River Cross Road,
Casper WY 82601.
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