Form 8-K KINDER MORGAN ENERGY For: Nov 20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

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Pursuant to Section�13 or 15(d)�of

the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):�November�20, 2014

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KINDER MORGAN ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

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1001 Louisiana Street, Suite�1000

Houston, Texas 77002

(Address of principal executive offices, including zip code)

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713-369-9000

(Registrant�s telephone number, including area code)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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x�������������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o���������������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o���������������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o���������������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07.��������������������������������������� Submission of Matters to a Vote of Security Holders.

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On November�20, 2014, Kinder Morgan Energy Partners, L.P. (�KMP�) held a special meeting of its unitholders in order to vote upon proposals relating to the proposed merger of KMP with a wholly owned subsidiary of Kinder Morgan,�Inc. (�KMI�).� At the meeting, KMP unitholders were asked to vote on the following proposals: (i)�to approve the Agreement and Plan of Merger, dated August�9, 2014, among KMP, Kinder Morgan G.P.,�Inc., Kinder Morgan Management, LLC (�KMR�), KMI and P Merger Sub LLC (the �Merger Agreement Proposal�) and (ii)�to approve the adjournment of the special meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal at the time of the special meeting (the �Adjournment Proposal�).

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As of the close of business on October�20, 2014, the record date for determining the KMP unitholders entitled to vote on the Merger Agreement Proposal at the meeting, there were a total of 465,519,613 KMP units of all classes (�KMP units�) outstanding and entitled to vote at the special meeting.� At the special meeting, holders of 315,027,299 KMP units were present in person or represented by proxy, constituting a quorum.� Final voting results are presented below.

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Proposal 1: The Merger Agreement Proposal

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KMP unitholders approved the Merger Agreement Proposal based on the following results:

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�	�	FOR	�	AGAINST	�	ABSTAIN	�
KMP units	�	300,086,618	�	11,741,749	�	3,198,932	�

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Proposal 2: The Adjournment Proposal

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KMP unitholders approved the Adjournment Proposal based on the following results:

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�	�	FOR	�	AGAINST	�	ABSTAIN	�
KMP units	�	295,660,225	�	14,908,958	�	4,457,916	�

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Adjournment of the special meeting was not necessary because there were sufficient votes at the time of the special meeting to approve the Merger Agreement Proposal.

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Item 8.01.��������������������������������������� Other Events

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On November�20, 2014, KMI, KMR, KMP and El Paso Pipeline Partners, L.P. (�EPB�) issued a joint press release announcing that each of KMI, KMR, KMP and EPB held special meetings of their equity holders to vote upon proposals relating to the proposed mergers of KMR, KMP and EPB with wholly owned subsidiaries of KMI (the �Proposed Transactions�) and that the equity holders of KMI, KMR, KMP, and EPB approved the Proposed Transactions and related proposals.� The press release is furnished as Exhibit�99.1 to this Current Report on Form�8-K.

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Item 9.01.��������������������������������������� Financial Statements and Exhibits.

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(d)�������������������������������� Exhibits

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99.1����������������������� Press Release of Kinder Morgan,�Inc., Kinder Morgan Management, LLC, Kinder Morgan Energy Partners, L.P. and El Paso Pipeline Partners, L.P., dated November�20, 2014.

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IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

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KMI has filed with the Securities and Exchange Commission (�SEC�) a registration statement on Form�S-4 (�Registration Statement�), which contains a proxy statement for KMI and a proxy statement / prospectus for each of KMP, KMR and EPB.� The Registration Statement was declared effective by the SEC on October�22, 2014. Each of KMI, KMP, KMR and EPB mailed to their respective security holders, as applicable, a proxy statement or proxy statement / prospectus in connection with the Proposed Transactions on or about October�22, 2014. The Registration Statement, the KMI proxy statement and each proxy statement / prospectus contain important information about KMI, KMP, KMR, EPB, the Proposed Transactions and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY, AS APPLICABLE, THE REGISTRATION STATEMENT, THE PROXY STATEMENT FOR KMI, THE PROXY STATEMENT / PROSPECTUS FOR EACH OF KMP, KMR AND EPB AND ANY OTHER DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR THE APPLICABLE PROXY STATEMENT / PROSPECTUS.

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Investors and security holders will be able to obtain copies of the KMI proxy statement and each proxy statement / prospectus as well as other filings containing information about KMI, KMP, KMR and EPB, without charge, at the SEC�s website, http://www.sec.gov. Copies of documents filed with the SEC by KMI, KMP, KMR and EPB will be made available free of charge on Kinder Morgan,�Inc.�s website at http://www.kindermorgan.com/investor/ or by written request by contacting the investor relations department of KMI, KMP, KMR or EPB at the following address: 1001 Louisiana Street, Suite�1000, Houston, Texas 77002, Attention: Investor Relations or by phone at (713) 369-9490 or by email at [email protected].

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NO OFFER OR SOLICITATION

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This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section�10 of the Securities Act of 1933, as amended.

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SIGNATURES

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

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�	KINDER MORGAN ENERGY PARTNERS, L.P.
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�	By:		Kinder Morgan G.P. Inc.,
�	�		its general partner
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�	By:		Kinder Morgan Management, LLC,
�	�		its delegate
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�	By:	/s/ David R. DeVeau
�	Name: David R. DeVeau
�	Title: Vice President
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�	Date: November�21, 2014

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EXHIBIT�INDEX

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99.1����������������������� Press Release of Kinder Morgan,�Inc., Kinder Morgan Management, LLC, Kinder Morgan Energy Partners, L.P. and El Paso Pipeline Partners, L.P., dated November�20, 2014.

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Exhibit 99.1

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Kinder Morgan Announces Shareholder and Unitholder Approval of the Merger Transactions; Transactions Expected to Close Nov.�26

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HOUSTON�(BUSINESS WIRE)�Nov.�20, 2014� Kinder Morgan,�Inc. (NYSE: KMI) today announced that at special meetings held by each of KMI, Kinder Morgan Energy Partners, L.P. (NYSE: KMP), Kinder Morgan Management, LLC (NYSE: KMR) and El Paso Pipeline Partners, L.P. (NYSE: EPB), unitholders and shareholders approved all proposals related to the merger transactions previously announced on Aug.�10, 2014. More than 95 percent of the votes cast at the special meeting of each company were voted in favor of the proposals related to the merger transactions. The results of the vote on the proposal to approve the merger agreement for KMP, KMR and EPB, and to increase and issue shares at KMI were as follows:

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�	�	Votes�cast %�in�favor	�	Total�outstanding %�voted	�	Total�outstanding %�in�favor	�
KMI	�	99	%	79	%	78	%
KMP	�	95	%	68	%	64	%
KMR	�	97	%	77	%	75	%
EPB	�	99	%	79	%	78	%

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The deadline for KMP and EPB unitholders to elect the form of consideration they wish to receive in each of KMP�s and EPB�s pending mergers with KMI is 5:00�p.m. ET on Nov.�24, 2014. The election deadline may be extended, in which case KMI will issue a press release announcing the new election deadline. The closing of each merger is expected to occur on Nov.�26, 2014. Accordingly, it is expected that Nov.�26 will be the last trading day for KMP and EPB units as well as KMR shares.

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Chairman and CEO Richard D. Kinder said, �We are delighted that shareholders and unitholders have shown overwhelming support by approving the transaction. We believe merging the companies benefits our shareholders and unitholders, simplifies the Kinder Morgan story by transitioning to one security and paves the way for superior growth at KMI for years to come. KMI projects a dividend of $2.00 per share for 2015, a 16 percent increase over the budgeted 2014 KMI dividend target of $1.72 per share, and the company expects to grow the dividend by approximately 10 percent each year from 2015 through 2020 while producing excess coverage of over $2 billion.�

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Each of the companies will file a Form�8-K with the Securities and Exchange Commission with the final results as soon as they are available.

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For more information on the transactions, please visit the Kinder Morgan web site at www.kindermorgan.com.

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The combined Kinder Morgan entities own an interest in or operate approximately 80,000 miles of pipelines and 180 terminals. They comprise the largest midstream and third largest energy company in North America with an enterprise value of more than $125 billion. Kinder Morgan�s pipelines transport natural gas, gasoline, crude oil, CO2�and other products, and its terminals store petroleum products and chemicals and handle such products as ethanol, coal, petroleum coke and steel. Kinder Morgan,�Inc. (NYSE: KMI) owns the general partner interests of Kinder Morgan Energy Partners, L.P. (NYSE: KMP) and El Paso Pipeline Partners, L.P. (NYSE: EPB), along with limited partner interests in KMP and EPB and shares in Kinder Morgan Management, LLC (NYSE: KMR).

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Kinder Morgan Energy Partners is a leading pipeline transportation and energy storage company and one of the largest publicly traded pipeline limited partnerships in America. It owns an interest in or operates approximately 52,000 miles of pipelines and 180 terminals. The general partner of KMP is owned by Kinder Morgan,�Inc.

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El Paso Pipeline Partners is a publicly traded pipeline limited partnership. It owns an interest in or operates more than 13,000 miles of interstate natural gas transportation pipelines in the Rockies and the Southeast, natural gas storage facilities with a capacity of over 100 billion cubic feet and LNG assets in Georgia and Mississippi. The general partner of EPB is owned by Kinder Morgan,�Inc.

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IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

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This communication may be deemed to be solicitation material in respect of the proposed acquisition by KMI of each of KMP, KMR and EPB (collectively, the �Proposed Transactions�). KMI has filed with the SEC a registration statement on Form�S-4 (�Registration Statement�), which contains a proxy statement for KMI and a proxy statement / prospectus for each of KMP, KMR and EPB. The Registration Statement was declared effective by the SEC on October�22, 2014. Each of KMI, KMP, KMR and EPB mailed to their respective security holders, as applicable, a proxy statement or proxy statement / prospectus in connection with the Proposed Transactions on or about October�22, 2014. The Registration Statement, the KMI proxy statement and each proxy statement / prospectus contain important information about KMI, KMP, KMR, EPB, the Proposed Transactions and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY, AS APPLICABLE, THE REGISTRATION STATEMENT, THE PROXY STATEMENT FOR KMI, THE PROXY STATEMENT / PROSPECTUS FOR EACH OF KMP, KMR AND EPB AND ANY OTHER DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR THE APPLICABLE PROXY STATEMENT / PROSPECTUS.

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Investors and security holders will be able to obtain copies of the KMI proxy statement and each proxy statement / prospectus as well as other filings containing information about KMI, KMP, KMR and EPB, without charge, at the SEC�s website, http://www.sec.gov. Copies of documents filed with the SEC by KMI, KMP, KMR and EPB will be made available free of charge on Kinder Morgan,�Inc.�s website at http://www.kindermorgan.com/investor/ or by written request by contacting the investor relations department of KMI, KMP, KMR or EPB at the following address: 1001 Louisiana Street, Suite�1000, Houston, Texas 77002, Attention: Investor Relations or by phone at (713) 369-9490 or by email at [email protected].

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NO OFFER OR SOLICITATION

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This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section�10 of the Securities Act of 1933, as amended.

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PARTICIPANTS IN THE SOLICITATION

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KMI, KMP, KMR and EPB, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the Proposed Transactions. Information regarding the directors and executive officers of KMI is contained in KMI�s Form�10-K for the year ended December�31, 2013, and its proxy statement filed on April�9, 2014, each of which has been filed with the SEC. Information regarding the directors and executive officers of KMP�s general partner and KMR, the delegate of KMP�s general partner, is contained in KMP�s Form�10-K for the year ended December�31, 2013, which has been filed with the SEC. Information regarding the directors and executive officers of KMR is contained in KMR�s Form�10-K for the year ended December�31, 2013, which has been filed with the SEC. Information regarding the directors and executive officers of EPB�s general partner is contained in EPB�s Form�10-K for the year ended December�31, 2013, which has been filed with the SEC.

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CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

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Statements in this communication regarding the Proposed Transactions involving KMI, KMP, KMR and EPB, the expected timetable for completing the Proposed Transactions, the expected benefit of the Proposed Transactions, future financial and operating results, future opportunities for the combined company and any other statements about management�s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words �believes,� �plans,� �anticipates,� �expects,� �estimates� and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the Proposed Transactions; the ability to obtain requisite regulatory and shareholder or unitholder approval and the satisfaction of the other conditions to the consummation of the Proposed Transactions; the ability to realize anticipated synergies and cost savings; the potential impact of the announcement or consummation of the Proposed Transactions on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; the effects of environmental, legal, regulatory or other uncertainties; the effects of government regulations and policies and of the pace of deregulation of retail natural gas; national, international, regional and local economic or competitive conditions and developments; possible changes in credit ratings; capital and credit markets conditions; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather, alternative energy sources, conservation and technological advances that may affect price trends and demand; business and regulatory or legal decisions; the timing and success of business development efforts; acts of nature, accidents, sabotage, terrorism (including cyber attacks) or other similar acts causing damage greater than the insurance coverage limits of the combined company; and the other factors and financial, operational and legal risks or uncertainties described in KMI�s, KMP�s, KMR�s and EPB�s Annual Reports on Form�10-K for the year ended December�31, 2013, and other subsequent filings with the SEC. KMI, KMP, KMR and EPB disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication, other than as required by applicable law.

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Source: Kinder Morgan,�Inc.

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Kinder Morgan,�Inc.
Media Relations
Larry Pierce, (713) 369-9407
[email protected]
or
Investor Relations
(713) 369-9490
[email protected]
www.kindermorgan.com

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