Edgar Filing: KINDER MORGAN INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A

AMENDMENT NO. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

KINDER MORGAN MANAGEMENT, LLC KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)

DELAWARE KANSAS
(State of incorporation or organization) (State of incorporation or organization)

76-0669886 48-0290000
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)

ONE ALLEN CENTER, SUITE 1000
500 DALLAS STREET
HOUSTON, TEXAS 77002
(Address, including zip code, of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- -------------------------------

Listed Shares representing limited liability company
interests in Kinder Morgan Management, LLC New York Stock Exchange, Inc.

Purchase obligation of Kinder Morgan, Inc. New York Stock Exchange, Inc.

If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [X]

If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]

Securities Act registration statement file number to which this form
relates: ..... (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Items 1 and 2 of the Registration Statement on Form 8-A of Kinder
Morgan Management, LLC and Kinder Morgan, Inc., filed with the Securities and
Exchange Commission on April 30, 2001, are hereby amended to read in their
entirety as set forth below. References in this registration statement to "we,"
"us," "our," and similar references mean Kinder Morgan Management, LLC.

ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.

This registration statement of Kinder Morgan Management, LLC and Kinder
Morgan, Inc. registers Listed Shares representing limited liability company
interests of Kinder Morgan Management, LLC, which we refer to as our shares, and
the purchase obligation of Kinder Morgan, Inc. The following is a summary of the
principal documents which relate to our shares and the purchase obligation.
Copies of those documents are on file with the Securities and Exchange
Commission as part of this registration statement. You should refer to the
provisions of each of the following agreements because they, and not this
summary, will govern your rights as a holder of our shares. These documents
include:

o our limited liability company agreement, which provides for the
issuance of our shares, distributions and limited voting rights
attributable to our shares and which establishes the rights,
obligations and limited circumstances for the mandatory and optional
purchase of our shares by Kinder Morgan, Inc. as provided in the Kinder
Morgan, Inc. purchase provisions;

o the Kinder Morgan, Inc. purchase provisions, which are part of our
limited liability company agreement and which provide for the optional
and mandatory purchase of our shares in the limited circumstances set
forth in our limited liability company agreement; and

o the delegation of control agreement among us, Kinder Morgan G.P., Inc.
and Kinder Morgan Energy Partners, L.P. and its operating partnerships,
which delegates to us, to the fullest extent permitted under Delaware
law and the Kinder Morgan Energy Partners, L.P. partnership agreement,
the power and authority to manage and control the business and affairs
of Kinder Morgan Energy Partners, L.P. and its operating partnerships,
subject to Kinder Morgan G.P., Inc.'s right to approve specified
actions.

DISTRIBUTIONS

General. Under the terms of our limited liability company agreement,
except in connection with our liquidation, we do not pay distributions on our
shares in cash. Instead, we make distributions on our shares in additional
shares or fractions of shares. At the same time that Kinder Morgan Energy
Partners, L.P. makes any cash distribution on its common units, we distribute on
each of our shares that fraction of a share determined by dividing the amount of
the cash distribution to be made by Kinder Morgan Energy Partners, L.P. on each
common unit by

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the average market price of a share determined for the ten consecutive trading
days immediately prior to the ex-dividend date for our shares.

Kinder Morgan Energy Partners, L.P. distributes an amount equal to 100%
of its available cash to its unitholders of record on the applicable record date
and the general partner within approximately 45 days after the end of each
quarter. Available cash is generally, for any calendar quarter, all cash
received by Kinder Morgan Energy Partners, L.P. from all sources less all of its
cash disbursements and net additions to reserves.

The Kinder Morgan Energy Partners, L.P. partnership agreement provides
for distributions to the extent of available cash to common unitholders, Class B
unitholders and the general partner in cash and to us in additional i-units
except in the event of a liquidation or dissolution. Therefore, generally,
non-liquidating distributions will be made in cash to owners of common units,
Class B units and the general partner and in additional i-units to us.

We also will distribute to owners of our shares additional shares if
owners of common units receive a cash distribution or other cash payment on
their common units other than a regular quarterly distribution. In that event,
we will distribute on each share that fraction of a share determined by dividing
the cash distribution declared by Kinder Morgan Energy Partners, L.P. on each
common unit by the average market price of a share determined for a ten
consecutive trading day period ending on the trading day immediately prior to
the ex-dividend date for the shares.

Our limited liability company agreement provides that a shareholder's
right to a distribution that has been declared (or for which a record date has
been set) but that has not yet been made ceases on the purchase date if the
funds for Kinder Morgan, Inc.'s optional or mandatory purchase of the shares are
deposited with the transfer agent and the notice of purchase has been given.

There is no public market for trading fractional shares. We issue
fractional shares in payment of the distribution to owners of our shares. No
fraction of a share can be traded on any exchange on which our shares are traded
until a holder acquires the remainder of the fraction and has a whole share.

The term average market price is used above in connection with the
share distributions and it is used below in connection with the optional and
mandatory purchase of our shares. When we refer to the average market price of a
share or a common unit, we mean the average closing price of a share or common
unit during the ten consecutive trading days prior to the determination date but
not including that date, unless a longer or shorter number of trading days is
expressly noted.

The closing price of securities on any day means:

o for securities listed on a national securities exchange, the last sale
price for that day, regular way, or, if there are no sales on that day,
the average of the closing bid and asked prices for that day, regular
way, in either case as reported in the

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principal composite transactions reporting system for the principal
national securities exchange on which the securities are listed;

o if the securities are not listed on a national securities exchange:

- the last quoted price on that day, or, if no price is quoted, the
average of the high bid and low asked prices on that day, each as
reported by NASDAQ;

- if on that day the securities are not so quoted, the average of the
closing bid and asked prices on that day furnished by a professional
market maker in the securities selected by our board of directors in
its sole discretion (or, in the cases of mandatory or optional
purchases, by the board of directors of Kinder Morgan, Inc.); or

- if on that day no market maker is making a market in the securities,
the fair value of the securities as determined by our board of
directors in its sole discretion (or, in the cases of mandatory or
optional purchases, by the board of directors of Kinder Morgan,
Inc.).

A trading day for securities means a day on which:

o the principal national securities exchange on which the securities are
listed is open for business, or

o if the securities are not listed on any national securities
exchange, a day on which banking institutions in New York, New
York generally are open.

Distributions are made in accordance with the New York Stock Exchange's
distribution standards.

LIMITED VOTING RIGHTS

The shares we have previously sold to the public and the shares we are
offering to the public now do not entitle owners of such shares to vote on the
election of our directors. Kinder Morgan G.P., Inc. owns all shares eligible to
elect our directors and elects all of our directors. Owners of our shares are
entitled to vote on the specified matters described under the following caption.

Actions Requiring Vote of Owners of Our Shares. Our limited liability
company agreement provides that we will not, without the approval of a majority
of the shares owned by persons other than Kinder Morgan, Inc. and its
affiliates, amend, alter or repeal any of the provisions of our limited
liability company agreement, including the Kinder Morgan, Inc. purchase
provisions, the Kinder Morgan, Inc. tax indemnification agreement or the
delegation of control agreement, in a manner that materially adversely affects
the preferences or rights of the owners of our shares as determined in the sole
discretion of our board of directors, or reduces the time for any notice to
which the holders of our shares may be entitled, except as provided below under
"Actions Not Requiring the Vote of Holders."

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Under the terms of Kinder Morgan Energy Partners, L.P.'s partnership
agreement, the i-units are entitled to vote on all matters on which the common
units are entitled to vote. We will submit to a vote of our shareholders any
matter submitted to us by Kinder Morgan Energy Partners, L.P. for a vote of
i-units. We will vote our i-units in the same way that our shareholders vote
their shares for or against a matter, including non-votes or abstentions. In
general, the i-units, common units and Class B units will vote together as a
single class, with each i-unit, common unit and Class B unit having one vote.
The i-units vote separately as a class on:

o amendments to the Kinder Morgan Energy Partners, L.P. partnership
agreement that would have a material adverse effect on the rights or
preferences of holders of the i-units in relation to the other
outstanding classes of units;

o the approval of the withdrawal of Kinder Morgan G.P., Inc. as the
general partner of Kinder Morgan Energy Partners, L.P. in some
circumstances; and

o the transfer to a non-affiliate by Kinder Morgan G.P., Inc. of all its
interest as a general partner of Kinder Morgan Energy Partners, L.P.

Our limited liability company agreement also provides that we will not,
without the approval of a majority of our shares owned by persons other than
Kinder Morgan, Inc. and its affiliates, take an action that we have covenanted
not to take without shareholder approval, as summarized below, or issue any
shares of classes other than the two classes of shares that are currently
outstanding.

Limitations on Voting Rights of Kinder Morgan, Inc. and its Affiliates.
The shares owned by Kinder Morgan, Inc. and its affiliates, generally, are
entitled to vote on any matter submitted to us as the owner of i-units. Shares
owned by Kinder Morgan, Inc. or its affiliates will not, however, be entitled to
vote on the matters described below when submitted to a vote of shareholders to
determine how the i-units should be voted as long as Kinder Morgan, Inc. or its
affiliates owns our voting shares:

o any matters on which the i-units vote as a separate class;

o a proposed removal of the general partner of Kinder Morgan Energy
Partners, L.P.;

o some proposed transfers of all of the general partner's interest as the
general partner of Kinder Morgan Energy Partners, L.P. and the
admission of any successor transferee as a successor general partner;
and

o a proposed withdrawal of the general partner of Kinder Morgan Energy
Partners, L.P. in some circumstances.

When any shares, including voting shares, owned by Kinder Morgan, Inc.
and its affiliates are not entitled to vote as described above, they will be
treated as not outstanding.

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Therefore, they will not be included in the numerator of the number of shares
voting for approval or the denominator of the number of shares outstanding in
determining whether the required percentage has been voted to approve a matter.
Similarly, a number of i-units equal to the number of our shares, including
voting shares, owned by Kinder Morgan, Inc. and its affiliates will be treated
as not being outstanding and will not be included in the numerator or
denominator in determining if the required percentage of i-units or total units
has been voted to approve a matter.

Limitations on Voting Rights of 20% or More Holders. A person or group
owning 20% or more of the aggregate number of issued and outstanding common
units and shares is not entitled to vote its shares. Therefore, such shares will
not be included in the numerator of the number of shares voting for approval or
the denominator of the numbers of shares outstanding in determining whether the
required percentage has been voted to approve a matter. This limitation does not
apply to Kinder Morgan, Inc. and its affiliates, including Kinder Morgan G.P.,
Inc., although, as described above, there are a number of matters on which
Kinder Morgan, Inc. and its affiliates may not vote.

Actions Not Requiring the Vote of Holders. The relevant agreements
provide that notwithstanding the voting provisions described above, we may make
changes in the terms of our shares, our limited liability company agreement
(including the purchase provisions), the tax indemnification agreement and the
delegation of control agreement without any approval of holders of our shares,
in order to meet the requirements of applicable securities and other laws and
regulations and exchange rules, to effect the intent of the provisions of the
limited liability company agreement and to make other changes which our board of
directors determines in its sole discretion will not have a material adverse
effect on the preferences or rights associated with our shares or reduce the
time for any notice to which the holders of our shares may be entitled. The
agreements provide that we are also permitted, in the good faith discretion of
our board of directors, to amend the terms of the shares and these agreements
without the approval of holders of shares to accommodate the assumption of the
obligations of Kinder Morgan, Inc. by a person, other than Kinder Morgan, Inc.
and its affiliates, who becomes the beneficial owner of more than 50% of the
total voting power of all shares of capital stock of the general partner of
Kinder Morgan Energy Partners, L.P. in a transaction that does not constitute a
mandatory purchase event but that requires the vote of the holders of the
outstanding common units and shares, or to accommodate changes resulting from a
merger, recapitalization, reorganization or similar transaction involving Kinder
Morgan Energy Partners, L.P. which in each case does not constitute a mandatory
purchase event but that requires the vote of the holders of the outstanding
common units and shares. We believe that amendments made pursuant to these
agreements, except in some cases in the context of a merger, recapitalization,
reorganization or similar transaction, would not be significant enough to
constitute the issuance of a new security; but, if an amendment constituted the
issuance of a new security, we would have to register the issuance of the
securities with the SEC or rely on an exemption from registration.

ANTI-DILUTION ADJUSTMENTS

The partnership agreement of Kinder Morgan Energy Partners, L.P.
provides that Kinder Morgan Energy Partners, L.P. will adjust proportionately
the number of i-units held by us

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through the payment to us of an i-unit distribution or by causing an i-unit
subdivision, split or combination if various events occur, including:

o the payment of a common unit distribution on the common units; and

o a subdivision, split or combination of the common units.

Our limited liability company agreement provides that the number of all
of our outstanding shares, including the voting shares, shall at all times equal
the number of i-units we own. If there is a change in the number of i-units we
own, we will make to all our shareholders a share distribution or effect a share
split or combination to provide that at all times the number of shares
outstanding equals the number of i-units we own. Through the combined effect of
the provisions in the Kinder Morgan Energy Partners, L.P. partnership agreement
and the provisions of our limited liability company agreement, the number of
outstanding shares and i-units always will be equal.

COVENANTS

Our limited liability company agreement provides that our activities
will be limited to being a limited partner in, and controlling and managing the
business and affairs of, Kinder Morgan Energy Partners, L.P. and its operating
partnerships and engaging in any lawful business, purpose or activity related
thereto. It also includes provisions that are intended to maintain a one-to-one
relationship between the number of i-units we own and our outstanding shares,
including provisions:

o prohibiting our sale, pledge or other transfer of i-units;

o prohibiting our issuance of options, warrants or other securities
entitling the holder to subscribe for or purchase our shares;

o prohibiting us from borrowing money or issuing debt;

o prohibiting a liquidation, merger or recapitalization or similar
transactions involving us; and

o prohibiting our purchase of any of our shares, including voting shares.

Under the terms of the Kinder Morgan Energy Partners, L.P. partnership
agreement, Kinder Morgan Energy Partners, L.P. agrees that it will not:

o except in liquidation, make a distribution on an i-unit other than in
additional i-units or a security that has in all material respects the
same rights and privileges as the i-units;

o make a distribution on a common unit other than in cash, in additional
common units or a security that has in all material respects the same
rights and privileges as the common units;

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o allow an owner of common units to receive any consideration other than
cash, common units or a security that has in all material respects the
same rights and privileges as the common units, or allow us, as the
owner of the i-units, to receive any consideration other than i-units
or a security that has in all material respects the same rights and
privileges as the i-units in a:

- merger in which Kinder Morgan Energy Partners, L.P. is not the
survivor, if the unitholders of Kinder Morgan Energy Partners, L.P.
immediately prior to the transaction own more than 50% of the
residual common equity securities of the survivor immediately after
the transaction;

- merger in which Kinder Morgan Energy Partners, L.P. is the survivor,
if the unitholders of Kinder Morgan Energy Partners, L.P. immediately
prior to the transaction own more than 50% of the limited partner
interests in Kinder Morgan Energy Partners, L.P. immediately after
the transaction; or

- recapitalization, reorganization or similar transaction;

o be a party to a merger in which Kinder Morgan Energy Partners, L.P. is
not the survivor, sell substantially all of its assets to another
person or enter into similar transactions if:

- the survivor of the merger or the other person is to be controlled by
Kinder Morgan, Inc. or its affiliates after the transaction; and

- the transaction would be a mandatory purchase event;

o make a tender offer for common units unless the consideration:

- is exclusively cash; and

- together with any cash payable in respect of any tender offer by
Kinder Morgan Energy Partners, L.P. for the common units concluded
within the preceding 360 days and the aggregate amount of any cash
distributions to all owners of common units made within the preceding
360 day period is less than 12% of the aggregate average market value
of all classes of units of Kinder Morgan Energy Partners, L.P.
determined on the trading day immediately preceding the commencement
of the tender offer; or

o issue any of its i-units to any person other than us.

The Kinder Morgan Energy Partners, L.P. partnership agreement provides
that when any cash is to be received by a common unitholder as a result of a
consolidation or merger of Kinder Morgan Energy Partners, L.P. with or into
another person, other than a consolidation or merger in which Kinder Morgan
Energy Partners, L.P. is a survivor and which does not result in any
reclassification, conversion, exchange or cancellation of outstanding common
units, or as a result

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of the sale or other disposition to another person of all or substantially all
of the assets of Kinder Morgan Energy Partners, L.P., that payment will require
Kinder Morgan Energy Partners, L.P. to issue additional i-units or fractions of
i-units to us except in liquidation. The distribution of additional i-units or
fractions of i-units will be equal to the cash distribution on each common unit
divided by the average market price of one of our shares determined for a
consecutive ten day trading period ending immediately prior to the effective
date of the transaction. This will result in us also issuing an equal number of
shares to the holders of our shares.

OPTIONAL PURCHASE

The Kinder Morgan, Inc. purchase provisions, which are part of our
limited liability company agreement, provide that if at any time Kinder Morgan,
Inc. and its affiliates own 80% or more of our outstanding shares, then Kinder
Morgan, Inc. has the right, but not the obligation, to purchase for cash all of
our outstanding shares that Kinder Morgan, Inc. and its affiliates do not own.
Kinder Morgan, Inc. can exercise its right to make that purchase by delivering
notice to the transfer agent for the shares of its election to make the purchase
not less than ten days and not more than 60 days prior to the date which it
selects for the purchase. We will use reasonable efforts to cause the transfer
agent to mail the notice of the purchase to the record holders of the shares.

The price at which Kinder Morgan, Inc. may make the optional purchase
is equal to 110% of the higher of:

o the average market price for the shares for the ten consecutive trading
days ending on the fifth trading day prior to the date the notice of
the purchase is given; and

o the highest price Kinder Morgan, Inc. or its affiliates paid for the
shares during the 90 day period ending on the day prior to the date the
notice of purchase is given, excluding exchanges or cash settlements
pursuant to the exchange feature that was part of our limited liability
company agreement until July 23, 2002.

The Kinder Morgan, Inc. purchase provisions, which are a part of our
limited liability company agreement, and Kinder Morgan Energy Partners, L.P.'s
partnership agreement each provides that if at any time Kinder Morgan, Inc. and
its affiliates own 80% or more of the outstanding common units and the
outstanding shares on a combined basis, then Kinder Morgan, Inc. has the right
to purchase all of our shares, that Kinder Morgan Inc. and its affiliates do not
own, but only if the general partner of Kinder Morgan Energy Partners, L.P.,
elects to purchase all of the common units that Kinder Morgan, Inc. and its
affiliates do not own. The price at which Kinder Morgan, Inc. and the general
partner may make the optional purchase is equal to the highest of:

o the average market price of our shares or the common units, whichever
is higher, for the 20 consecutive trading days ending five days prior
to the date on which the notice of the purchase is given; and

o the highest price Kinder Morgan, Inc. or its affiliates paid for such
shares or common units, whichever is higher, during the 90 day period
ending on the day

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prior to the date the notice of purchase is given, excluding exchanges
or cash settlements pursuant to the exchange feature that was part of
our limited liability company agreement until July 23, 2002.

Kinder Morgan, Inc. or the general partner, as the case may be, may
exercise its right to make the optional purchase by giving notice to the
transfer agent for the shares and for the common units of its election to make
the optional purchase not less than ten days and not more than 60 days prior to
the date which it selects for the purchase. We will use reasonable efforts to
also cause the transfer agents to mail that notice of the purchase to the record
holders of our shares.

If either elects to purchase either our shares or the combination of
the common units and our shares, Kinder Morgan, Inc. and, if applicable, the
general partner, will deposit the aggregate purchase price for the shares and
the common units, as the case may be, with the respective transfer agents. On
and after the date set for the purchase, the holders of the shares or the common
units, as the case may be, will have no rights as holders of shares or common
units, except to receive the purchase price, and their shares or common units
will be deemed to be transferred to Kinder Morgan, Inc., or the general partner
in the case of the common units, for all purposes.

Kinder Morgan, Inc. will comply with Rule 13e-3 under the Securities
Exchange Act if it makes an optional purchase.

MANDATORY PURCHASE

General. Under the terms of the Kinder Morgan, Inc. purchase
provisions, upon the occurrence of any of the following mandatory purchase
events, Kinder Morgan, Inc. will be required to purchase for cash all of our
shares that it and its affiliates do not own at a purchase price equal to the
higher of the average market price for the shares and the average market price
for common units as determined for the ten-day trading period immediately prior
to the date of the applicable event.

A mandatory purchase event means any of the following:

o the first day on which the aggregate distributions or other payments by
Kinder Morgan Energy Partners, L.P. on the common units, other than
distributions or payments made in common units or in securities which
have in all material respects the same rights and privileges as common
units but including distributions or payments made pursuant to an
issuer tender offer by Kinder Morgan Energy Partners, L.P., during the
immediately preceding 360-day period exceed 50% of the average market
price of a common unit during the ten consecutive trading day period
ending on the last trading day prior to the first day of that 360-day
period.

o the occurrence of an event resulting in Kinder Morgan, Inc. and its
affiliates ceasing to be the beneficial owner, as defined in Rules
13d-3 and 13d-5 under the Securities Exchange Act of 1934, of more than
50% of the total voting power of

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all shares of capital stock of the general partner of Kinder Morgan
Energy Partners, L.P., unless:

- the event results in another person becoming the beneficial owner of
more than 50% of the total voting power of all shares of capital
stock of the general partner of Kinder Morgan Energy Partners, L.P.;

- that other person is organized under the laws of a state in the
United States;

- that other person has long term unsecured debt with an investment
grade credit rating, as determined by Moody's Investor Services, Inc.
and Standard & Poor's Rating Service, immediately prior to the event;
and

- that other person assumes all obligations of Kinder Morgan, Inc. to
us and to the owners of the shares under the purchase provisions and
the tax indemnification agreement.

o the merger of Kinder Morgan Energy Partners, L.P. with or into another
person in any case where Kinder Morgan Energy Partners, L.P. is not the
surviving entity, or the sale of all or substantially all of the assets
of Kinder Morgan Energy Partners, L.P. and its subsidiaries, taken as a
whole, to another person, unless in the transaction:

- the owners of common units receive in exchange for their common units
a security of such other person that has in all material respects the
same rights and privileges as the common units;

- we receive in exchange for all of the i-units a security of such
other person that has in all material respects the same rights and
privileges as the i-units;

- no consideration is received by an owner of common units other than
securities that have in all material respects the same rights and
privileges as the common units and/or cash, and the amount of cash
received per common unit does not exceed 33 1/3% of the average
market price of a common unit during the ten trading day period
ending immediately prior to the date of execution of the definitive
agreement for the transaction; and

- no consideration is received by the owners of i-units other than
securities of such other person that have in all material respects
the same rights and privileges as the i-units.

Procedure. Within three business days following any event requiring a
mandatory purchase by Kinder Morgan, Inc., Kinder Morgan, Inc. will mail or
deliver to the transfer agent for mailing to each holder of record of the shares
on the earlier of the date of the purchase event and the most recent practicable
date, a notice stating:

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o that a mandatory purchase event has occurred and that Kinder Morgan,
Inc. will purchase such holder's shares for the purchase price
described above;

o the circumstances and relevant facts regarding the mandatory purchase
event;

o the dollar amount per share of the purchase price;

o the purchase date, which shall be no later than five business days from
the date such notice is mailed; and

o the instructions a holder must follow in order to have the holder's
shares purchased.

On or prior to the date of the purchase, Kinder Morgan, Inc. will
irrevocably deposit with the transfer agent funds sufficient to pay the purchase
price. Following the purchase date, a share owned by any person other than
Kinder Morgan, Inc. and its affiliates will only represent the right to receive
the purchase price.

For purposes of the optional and mandatory purchase provisions,
including the definitions of the mandatory purchase events, Kinder Morgan, Inc.
will be deemed to include Kinder Morgan, Inc., its successors by merger, and any
entity that succeeds to Kinder Morgan, Inc.'s obligations under the purchase
provisions and the tax indemnification agreement in connection with an
acquisition of all or substantially all of the assets of Kinder Morgan, Inc.

Kinder Morgan, Inc. will comply with Rule 13e-3 under the Securities
Exchange Act in connection with the occurrence of a mandatory purchase event.

TAX INDEMNITY OF KINDER MORGAN, INC.

We have a tax indemnification agreement with Kinder Morgan, Inc.
Pursuant to this agreement, Kinder Morgan, Inc. agreed to indemnify us for any
tax liability attributable to our formation or our management and control of
Kinder Morgan Energy Partners, L.P., and for any taxes arising out of a
transaction involving our i-units to the extent the transaction does not
generate sufficient cash to pay our taxes.

FRACTIONAL SHARES

We will make distributions of additional shares, including fractional
shares. Records of fractional interests held by the holders of shares will be
maintained by the Depositary Trust Company or the broker or other nominees
through which you hold your shares. You will be able to sell such fractional
shares on the New York Stock Exchange only when they equal, in the aggregate,
whole shares. Certificates representing fractional shares will not be issued
under any circumstances. Fractional shares will receive distributions when
distributions are made on our shares. All fractional shares will be rounded
down, if necessary, and stated in six decimal places.

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ITEM 2. EXHIBITS.

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
4.1 Form of Certificate of Formation of Kinder Morgan
Management, LLC, incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form
S-1 (Registration No. 333-55868).

4.2 Second Amended and Restated Limited Liability Company
Agreement of Kinder Morgan Management, LLC,
including the Purchase Provisions between Kinder
Morgan Management, LLC and Kinder Morgan, Inc.,
included as Annex B thereto.

4.3 Form of Certificate representing Listed Shares of
Kinder Morgan Management, LLC.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, on this 23rd day of July, 2002.

KINDER MORGAN MANAGEMENT, LLC

By: /s/ JOSEPH LISTENGART
--------------------------------------
Joseph Listengart
Vice President, General Counsel and
Secretary

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SIGNATURE

KINDER MORGAN, INC.

By: /s/ JOSEPH LISTENGART
-------------------------------------
Joseph Listengart
Vice President, General Counsel and
Secretary

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EXHIBIT INDEX

4.3 Form of Certificate representing Listed Shares of
Kinder Morgan Management, LLC.

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