Kinder Morgan Energy Partners LP – ‘8-K’ for 4/17/97

As of:  Friday, 4/25/97   ·   For:  4/17/97   ·   Accession #:  1014108-97-30   ·   File #:  1-11234

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     11K 

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8-K
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 Date of Report April 17, 1997

 KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

DELAWARE              1-11234            76-0380342                 
(State or other jurisdiction)   (Commission File Number)                  
(I.R.S.Employer of incorporation)                                     
Identification)                                                     

 1301 McKinney Street, Ste. 3450, Houston, Texas 77010
(Address of principal executive offices)(zip code)
Registrant's telephone number, including area code: 
713-844-9500

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Item 1.  Change in Control of Registrant                                        

On April 17, 1997,  Richard D. Kinder  exercised his right under a  Shareholders
Agreement dated February 14, 1997,  among Kinder Morgan,  Inc.  ("KMI"),  Morgan
Associates,  Inc. ("MAI"),  First Union  Corporation  ("FUNC") and Mr. Kinder to
purchase  423 shares of the Class A Common  Stock  (i.e.,  voting  stock) of KMI
owned by MAI. In addition,  Mr. Kinder  exercised his right,  in accordance with
the Restated Certificate of Incorporation of KMI, to convert the 2,648 shares of
Class B Common Stock (i.e.,  non-voting stock) owned by him into 2,648 shares of
Class A Common Stock of KMI. At the same time,  MAI  converted the 106 shares of
Class B Common  Stock of KMI owned by it into 106 shares of Class A Common Stock
of KMI. KMI, a Delaware corporation, owns all the issued and outstanding capital
stock of Kinder Morgan G.P.,  Inc.("Kinder  Morgan GP"), the general  partner of
Kinder Morgan Energy Partners, L.P.                                             
(the "Registrant").                                                             

As a result of the  transaction,  Mr. Kinder owns 5,717 shares of Class A Common
Stock of KMI,  comprising  71% of all  issued and  outstanding  shares of voting
stock of KMI; MAI owns 2,225 shares of Class A Common Stock, comprising 27.7% of
all  issued  and  outstanding  shares of voting  stock of KMI;  and First  Union
Corporation  owns 105  shares of Class A Common  Stock,  comprising  1.3% of all
issued  and  outstanding  shares  of  voting  stock of KMI.  As a result of such
transaction,  Mr. Kinder acquired control of KMI and indirectly acquired control
of  Kinder  Morgan  GP  and  may be  deemed  to  have  acquired  control  of the
Registrant.                                                                     

Mr. Kinder acquired the 423 shares of Class A Common Stock                      
of KMI for a purchase price of $396,241.24.  Mr. Kinder                         
acquired his additional interest in KMI through the use of                      
personal funds.                                                                 

In connection with the above transaction,  an employment  agreement was executed
between the Vice  Chairman  and a Director of Kinder  Morgan,  G.P.,  William V.
Morgan, and Kinder Morgan GP. The employment  agreement provides that Mr. Morgan
will be paid a salary  at the rate of  $200,000.00  per  year  commencing  as of
February 14, 1997 (with annual cost-of-living adjustments) for an initial period
of three (3) years,  to be extended  every February 14 for an additional one (1)
year  period.  The  entering  into  the  employment  agreement  was a  condition
precedent to Mr.  Kinder  acquiring  control of KMI. Mr. Morgan also owns all of
the outstanding stock of MAI.                                                   

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SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.                                    

         KINDER MORGAN ENERGY PARTNERS, L.P.

    By:  Kinder Morgan G.P., Inc.,
   Its general partner

         By: /s/ William V. Morgan
              ______________________
               Name: William V. Morgan
            Title: Vice Chairman

Date: April 25, 1997                                                            

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/25/97		3
For Period End:		4/17/97		1		2
		2/14/97		2					8-K
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