As filed with the Securities and Exchange Commission on December 10, 2001
REGISTRATION NO. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
KANSAS 43-0290000
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
ONE ALLEN CENTER, SUITE 1000
500 DALLAS STREET
HOUSTON, TEXAS 77002
(Address of registrant's principal executive offices)
1992 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of Plan)
JOSEPH LISTENGART
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
KINDER MORGAN, INC.
ONE ALLEN CENTER, SUITE 1000
500 DALLAS STREET
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 369-9000
(Telephone number, including area code, of agent for service)
Copy to:
GARY W. ORLOFF
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER PENNZOIL PLACE
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002-2781
PHONE: (713) 221-1306
FAX: (713) 221-2166
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF AMOUNT TO OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) FEE
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Common Stock, $5.00 par value 500,000 $49.13 $24,565,000 $5,871.04
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(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee based on the average of the high and low prices
for the common stock of Kinder Morgan, Inc. on The New York Stock
Exchange on December 3, 2001.
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STATEMENT UNDER GENERAL INSTRUCTION E -
REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed a Registration Statement on Form S-8
with the Securities and Exchange Commission (the "Commission") on or about April
3, 1992 (SEC File No. 33-46999) and another Registration Statement on Form S-8
with the Commission on or about July 12, 1996 (SEC File No. 333-08059)
(together, the "Previous Forms S-8"), both in connection with the 1992 Stock
Option Plan for Non-Employee Directors (the "Plan"). This Registration Statement
registers additional shares of the Registrant's Common Stock to be issued
pursuant to the Plan. The contents of the Previous Forms S-8 are hereby
incorporated by reference into this Registration Statement pursuant to General
Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5 Opinion of Bracewell & Patterson, L.L.P.
regarding the legality of the shares of Common Stock
covered by this Registration Statement
23.1 Consent of Bracewell & Patterson, L.L.P. (included in
the opinion filed as Exhibit 5 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on January 17, 2001.
KINDER MORGAN, INC.
(Registrant)
By: /s/ JOSEPH LISTENGART
------------------------------------
Joseph Listengart
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the indicated capacities on January 17, 2001.
SIGNATURE TITLE
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/s/ RICHARD D. KINDER Director, Chairman of the Board and
------------------------------------ Chief Executive Officer (principal
Richard D. Kinder executive officer)
* Director and Vice Chairman of the
------------------------------------ Board
William V. Morgan
/s/ C. PARK SHAPER Vice President - Chief Financial
------------------------------------ Officer (principal financial and
C. Park Shaper accounting officer)
* Director
-----------------------------------
Edward H. Austin, Jr.
* Director
------------------------------------
Charles W. Battey
* Director
------------------------------------
Stewart A. Bliss
* Director
------------------------------------
Ted A. Gardner
* Director
------------------------------------
Edward Randall, III
* Director
------------------------------------
Fayez Sarofim
* Director
------------------------------------
H.A. True, III
(Constituting a majority of the
Board of Directors)
*By: /s/ JOSEPH LISTENGART
--------------------------------
Joseph Listengart
Attorney-in-fact
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
5 Opinion of Bracewell & Patterson, L.L.P.
regarding the legality of the shares of Common Stock
covered by this Registration Statement
23.1 Consent of Bracewell & Patterson, L.L.P. (included
in the opinion filed as Exhibit 5 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
24 Powers of Attorney