___________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 7
KINDER MORGAN MANAGEMENT, LLC
(Name of Issuer)
__________________
Shares
(Title of Class of Securities)
__________________
49455U 10 0
(CUSIP Number)
Mr. Joseph Listengart
Kinder Morgan, Inc.
500 Dallas Street, Suite 1000
Houston, Texas 77002
Telephone: (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 & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
Telephone: (713) 221-1306
Fax: (713) 221-2166
__________________
December 27, 2005
(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.
__________________
SCHEDULE 13D/A
CUSIP No.: 49455U 10 0 | |
1
|
Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) Kinder Morgan, Inc. 48-0290000 |
2
|
Check the Appropriate Box If A Member of a Group (a) [ ] (b) [ ] |
3 |
SEC Use Only |
4 |
Source of Funds OO |
5 |
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] |
6 |
Citizenship or Place of Organization Kansas |
7 |
Sole Voting Power 8,951,851 |
8 |
Shared Voting Power 0 |
9 |
Sole Dispositive Power 8,951,851 |
10 |
Shared Dispositive Power 0 |
11 |
Aggregate Amount Beneficially Owned by Reporting Person 8,951,851 |
12 |
Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
13 |
Percent of Class Represented by Amount in Row (11) 15.5% |
14 |
Type of Reporting Person CO |
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STATEMENT ON SCHEDULE 13D/A
This Amendment No. 7 amends and supplements the Statement on Schedule 13D (the “Initial Statement”) filed by Kinder Morgan, Inc., a Kansas corporation (the “Reporting Person”), on May 25, 2001, as amended by Amendment No. 1 on September 17, 2002, Amendment No. 2 on March 27, 2003, Amendment No. 3 on August 28, 2003, Amendment No. 4 on March 18, 2005, Amendment No. 5 on June 24, 2005 and Amendment No. 6 on November 14, 2005 (with the Initial Statement, the “Statement”), relating to the shares (the “Shares”) of Kinder Morgan Management, LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Statement is supplemented as follows:
On December 27, 2005, the Reporting Person sold 1,670,000 of the Shares it owned in an underwritten public offering.
Pursuant to the quarterly distributions the Issuer makes to all holders of Shares, including the Reporting Person, the Reporting Person acquired an additional approximately 192,036 Shares between November 11, 2005 and December 27, 2005.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Statement is supplemented as follows:
As of December 27, 2005, the Reporting Person beneficially owned 8,951,851 Shares, which represent approximately 15.5% of the outstanding Shares, based upon the number of Shares outstanding as of the most recent practicable date. The Reporting Person has sole voting and dispositive power with respect to such Shares. The persons listed on Appendix A disclaim any beneficial ownership of the Shares beneficially owned by the Reporting Person. The Reporting Person’s response in Item 3 is incorporated herein by reference. Other than the Issuer’s quarterly distributions, none of the persons listed on Appendix A have effected any transactions in the Shares in the sixty days prior to December 27, 2005. No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.
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SIGNATURE
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: January 6, 2005
Kinder Morgan, Inc.
By: /s/ Joseph Listengart
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 Shares of each director and executive officer of the Reporting Person. The principal address of the Reporting Person, the Issuer, Kinder Morgan G.P., Inc. (“KMGP”), which is the general partner of Kinder Morgan Energy Partners, L.P., and, unless otherwise indicated, the current business address for each individual listed below, is 500 Dallas Street, Suite 1000, Houston, Texas 77002. Each director or executive officer listed below is a citizen of the United States and has sole voting and dispositive power over all Shares beneficially owned by him or her. Other than pursuant to the Issuer’s quarterly distributions of Shares, none of the persons listed below have effected transactions in Shares in the sixty days prior to December 27, 2005.
Name and Address (if different from above) | Present Principal Occupation and Position with Reporting Person | Number of Shares Beneficially Owned (Percentage of the Shares Outstanding) as of December 27, 2005 |
Richard D. Kinder | Mr. Kinder is the Chairman of the Boards of Directors and Chief Executive Officer of the Reporting Person, KMGP and the Issuer. | 55,695 (less than 1%) |
C. Park Shaper | Mr. Shaper is the President of the Reporting Person, KMGP and the Issuer and a Director of KMGP and the Issuer. | 2,708 (less than 1%) |
Ian D. Anderson | Mr. Anderson is President of the Reporting Person’s Kinder Morgan Canada Subsidiary. | 0 |
Edward H. Austin, Jr. | Mr. Austin is a Director of the Reporting Person. Mr. Austin’s principal occupation is Director and Executive Vice President of Austin, Calvert & Flavin, Inc., an investment advisory firm located in San Antonio, Texas. | 0 |
Charles W. Battey | Mr. Battey is a Director of the Reporting Person. Mr. Battey’s principal occupation is an independent consultant and active community volunteer based in Overland Park, Kansas. | 0 |
Stewart A. Bliss | Mr. Bliss is a Director of the Reporting Person. Mr. Bliss’s principal occupation is an Independent Financial Consultant and Senior Business Advisor in Denver, Colorado. | 0 |
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Name and Address (if different from above) | Present Principal Occupation and Position with Reporting Person | Number of Shares Beneficially Owned (Percentage of the Shares Outstanding) as of December 27, 2005 |
Kimberly A. Dang (formerly Kimberly J. Allen) | Mrs. Dang is Vice President and Chief Financial Officer of the Reporting Person, KMGP and the Issuer. | 383 (less than 1%) |
Ted A. Gardner | Mr. Gardner is a Director of the Reporting Person. Mr. Gardner’s principal occupation is private investor in Charlotte, North Carolina. | 0 |
William J. Hybl | Mr. Hybl is a Director of the Reporting Person. Mr. Hybl’s principal occupation is Chairman of the Board of Directors, Chief Executive Officer and Trustee of El Pomar Foundation, a charitable foundation located in Colorado Springs, Colorado. | 0 |
David D. Kinder | Mr. Kinder is Vice President, Corporate Development and Treasurer of the Reporting Person, KMGP and the Issuer. | 1,3071 (less than 1%) |
Randall L. Jespersen | Mr. Jesperson is President of the Reporting Person’s Terasen Gas Subsidiary. | 0 |
Steven J. Kean | Mr. Kean is Executive Vice President, Operations of the Reporting Person, KMGP and the Issuer. | 0 |
Joseph Listengart | Mr. Listengart is Vice President, General Counsel and Secretary of the Reporting Person, KMGP and the Issuer. | 0 |
Michael C. Morgan | Mr. Morgan is a Director of the Reporting Person. Mr. Morgan’s principal occupation is President of Portcullis Partners, L.P., a private investment partnership located in Houston, Texas. | 4,639 (less than 1%) |
Scott E. Parker | Mr. Parker is Vice President (President, Natural Gas Pipelines) of the Reporting Person, KMGP and the Issuer. | 0 |
Edward Randall, III | Mr. Randall is a Director of the Reporting Person. Mr. Randall’s principal occupation is private investor in Houston, Texas. | 0 |
Fayez Sarofim | Mr. Sarofim is a Director of the Reporting Person. Mr. Sarofim’s principal occupation is President and Chairman of the Board of Fayez Sarofim & Co., an investment advisory firm located in Houston, Texas. | 0 |
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Name and Address (if different from above) | Present Principal Occupation and Position with Reporting Person | Number of Shares Beneficially Owned (Percentage of the Shares Outstanding) as of December 27, 2005 |
James E. Street | Mr. Street is Vice President, Human Resources and Administration of the Reporting Person, KMGP and the Issuer. | 2,596 (less than 1%) |
H. A. True, III | Mr. True is a Director of the Reporting Person. Mr. True’s principal occupation is owner and director of the True Companies, which are involved in energy, agriculture and financing, and are located in Casper, Wyoming. | 0 |
Daniel E. Watson _________________________ 1 Includes 256 Shares owned by Mr. Kinder’s son. Mr. Kinder disclaims beneficial ownership of the Shares. | Mr. Watson is Vice President (President, Retail) of the Reporting Person. | 0 |
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