Edgar Filing: KINDER MORGAN INC

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

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

KINDER MORGAN, INC.
(NAME OF ISSUER)

COMMON STOCK, PAR VALUE $5 PER SHARE
(TITLE OF CLASS OF SECURITIES)

49455P101
(CUSIP NUMBER)

KATHLEEN E. SHANNON
SENIOR VICE PRESIDENT AND SECRETARY
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NEW YORK
(212) 770-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)

AUGUST 28, 2006
(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 WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX:

[ ]

(CONTINUED ON THE FOLLOWING PAGE)

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CUSIP NO. 49455P101
--------------------

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(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person

American International Group, Inc. (I.R.S. Identification No. 13-2592361)
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [X]
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(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
WC, OO
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)

[X]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Incorporated in the State of Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power

0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 145,118
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power

0
-----------------------------------------------------------
(10) Shared Dispositive Power

145,118
-----------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person

145,118

--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares

[X]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)

0.1%
--------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
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CUSIP NO. 49455P101
--------------------

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(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person

AIG Financial Products Corp. (I.R.S. Identification No. 13-3389410)
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group

(a) [ ]

0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 0
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power

0
-----------------------------------------------------------
(10) Shared Dispositive Power

0
-----------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person

-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares

[X]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)

0.0%
--------------------------------------------------------------------------------
(14) Type of Reporting Person
CO
--------------------------------------------------------------------------------

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CUSIP NO. 49455P101
--------------------

--------------------------------------------------------------------------------
(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person: None.

AIG Knight LLC
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group

(a) [ ]

[ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Organized in the State of Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power

0
-----------------------------------------------------------
(10) Shared Dispositive Power

0
-----------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person

--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares

[X]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)

0.0%
--------------------------------------------------------------------------------
(14) Type of Reporting Person
OO
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Item 1. Security and Issuer.

This statement on Schedule 13D (this "Schedule 13D") relates to the common
stock, par value $5.00 per share (the "Common Stock"), of Kinder Morgan, Inc.
(the "Issuer"). The principal executive offices of the Issuer are located at 500
Dallas Street, Suite 1000, Houston, Texas 77002.

Item 2. Identity and Background.

General

This Schedule 13D is being filed by American International Group, Inc.
("AIG"), AIG Financial Products Corp. ("AIGFP") and AIG Knight LLC ("AIG Knight"
and together with AIG and AIGFP, the "Reporting Persons"). In addition, the
145,118 shares of Common Stock owned by AIG represent shares held by certain
investment advisor subsidiaries of AIG on behalf of their clients and by
National Union Fire Insurance Company of Pittsburgh, Pa. and The Hartford Steam
Boiler Inspection and Insurance Company, each of which is a wholly-owned
subsidiary of AIG.

AIG, a Delaware corporation, is a holding company which, through its
subsidiaries, is primarily engaged in a broad range of insurance and
insurance-related activities in the United States and abroad. AIG's primary
activities include both general and life insurance and retirement services
operations. Other significant activities include financial services and asset
management. AIGFP, a Delaware corporation and wholly-owned subsidiary of AIG,
engages as principal, directly and through its subsidiaries and other AIG-owned
companies under its management, in standard and customized interest rate,
currency, equity, commodity, energy and credit products with counterparties
throughout the world and also raises funds through municipal reinvestment
contracts and other private and public security offerings, investing the
proceeds in a diversified portfolio of high grade securities and derivative
transactions. AIG Knight, a Delaware limited liability company and wholly-owned
subsidiary of AIGFP, was formed for the purpose of holding AIG's investment in
Knight Holdco LLC (defined below). AIG may determine in the future to distribute
ownership interests in AIG Knight or its interest in Parent (as defined below)
to AIG subsidiaries and funds or investment vehicles sponsored or managed by AIG
or AIG subsidiaries, in addition to AIGFP. The principal executive offices of
AIG are located at 70 Pine Street, New York, New York 10270; AIGFP and AIG
Knight LLC are located at 50 Danbury Road, Wilton, Connecticut 06897.

Starr International Company, Inc., a Panamanian corporation ("SICO"), has
the sole power to vote and direct the disposition of 307,911,552 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared
power to direct the disposition of 2,202,603 AIG Shares held by Universal
Foundation, Inc., a Panamanian corporation ("Universal Foundation"). Universal
Foundation has the sole power to vote such 2,202,603 AIG Shares. C.V. Starr &
Co., Inc. a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 41,277,246 AIG Shares (18,644,278 of which are held by
the C.V. Starr & Co., Inc. Trust ("Starr Trust"), of which Starr is a
beneficiary). Maurice R. Greenberg, a United States citizen, has the sole power
to vote and direct the disposition of 2,902,886 AIG Shares, which may be
acquired pursuant to stock options previously granted by AIG to Mr. Greenberg as
a then officer and director of AIG. Mr. Greenberg has shared power to vote and
direct the disposition of 79,388,082 AIG Shares, 18,120,666 of which are held as
a tenant in common with Mr. Greenberg's wife, 108,663 of which are held in
family trusts of which Mr. Greenberg is a trustee, 41,277,246 of which are held
by Starr (18,644,278 shares of which are held by the Starr Trust, for which
Starr is a beneficiary and Mr. Greenberg is a trustee), 381,507 of which are
held by the Maurice R. and Corinne P. Greenberg Family Foundation, Inc., a New
York not-for-profit corporation (the "Greenberg Foundation"), of which Mr.
Greenberg, his wife and family members are directors and 20,000,000 of which are
held by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a
Florida limited liability company (the "Greenberg Joint Tenancy Company"), of
which the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc.
(the "Greenberg Joint Tenancy Corporation") is the sole and managing member. Mr.
Greenberg owns 24.08% of the voting common stock of Starr directly. The
Greenberg Foundation has the shared power to vote and direct the disposition of
such 381,507 AIG Shares. The Greenberg Joint Tenancy Company has the shared
power to vote and direct the disposition of such 20,000,000 AIG Shares. Edward
E. Matthews, a United States citizen, has the sole power to vote and direct the
disposition of 729,320 AIG Shares, 306,820 of which are held directly by Mr.
Matthews and 422,500 of which may be acquired pursuant to stock options
previously granted by AIG to Mr. Matthews as a then officer and director of AIG.
Mr. Matthews has shared power to vote and direct the disposition of 18,667,378
AIG Shares, 23,100 of which are held by Mr. Matthews' wife and 18,644,278 of
which are held by the Starr Trust, for which Starr is a beneficiary and Mr.
Matthews is a trustee.

The principal executive offices of SICO are located at Fitzwilliam Hall,
Fitzwilliam Place, Dublin 2, Ireland and it also maintains an office at Mercury
House, 101 Front Street, Hamilton HM12, Bermuda. The principal executive offices
of Starr and the Greenberg Foundation are located at 399 Park Avenue, 17th
Floor, New York, New York 10022. The principal executive offices of Universal
Foundation are located at Mercury House, 101 Front Street, Hamilton HM 12,
Bermuda. The principal executive offices of the Greenberg Joint Tenancy Company
are located at 35 Ocean Reef Drive, Key Largo, Florida 33037. The names of the
directors and executive officers ("Covered Persons") of AIG, AIGFP, AIG Knight,
SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg
Joint Tenancy Company, their business addresses and principal occupations,
including the business addresses and principal occupations of Messrs. Greenberg
and Matthews, are set forth in Exhibit A attached hereto, which is incorporated
herein by

reference in its entirety. The business address indicated for Messrs. Greenberg
and Matthews and each other Covered Person is also the address of the principal
employer of such person. Each of the Covered Persons is a citizen of the United
States, except for Messrs. Sullivan, Tse and Walsh, who are British Subjects,
Mr. Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A. Frenkel, who is a
citizen of the State of Israel and the Republic of Poland, Messrs. Bridgwater,
Forster, Pentland and Osborne and Ms. Barclay and Ms. Barnes, who are citizens
of the United Kingdom, Messrs. Zalamea and Colayco and Ms. Fernando, who are
citizens of the Republic of the Philippines, Mr. Gabriele, who is a citizen of
the Republic of Italy, and Mr. Micottis, who is a citizen of the Republic of
France.

All information provided in this Schedule 13D (including, without
limitation, in this Item 2 and Exhibit A to this Schedule 13D) with respect to
Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg
Foundation, and the Greenberg Joint Tenancy Company and their respective
directors and executive officers is provided based solely on the information set
forth in the most recent amendment to Schedule 13D relating to AIG Shares filed
on May 26, 2006 on behalf of Messrs. Greenberg and Matthews, SICO, Starr,
Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy
Company. This information has not been updated to reflect changes in the
ownership by such parties of AIG Shares that are disclosed in filings made by
one or more of such parties under Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). In each case, such information may not be
accurate or complete and AIG takes no responsibility therefor and makes no
representation to its accuracy or completeness as of the date hereof or any
subsequent date.

2006 Regulatory Settlements

In February 2006, AIG reached a final settlement with the Securities and
Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"),
the Office of the New York Attorney General ("NYAG") and the New York State
Department of Insurance ("DOI"). The settlements resolved outstanding litigation
filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these
authorities and the DOJ in connection with the accounting, financial reporting
and insurance brokerage practices of AIG and its subsidiaries, as well as claims
relating to the underpayment of certain workers compensation premium taxes and
other assessments.

AIG, without admitting or denying the allegations in the SEC complaint,
consented to the issuance of a final judgment on February 9, 2006: (a)
permanently restraining and enjoining AIG from violating Section 17(a) of the
Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b),
13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1
of the Exchange Act; (b) ordering AIG to pay disgorgement in the amount of $700
million; and (c) ordering AIG to pay a civil penalty in the amount of $100
million. These amounts have been paid into a fund under the supervision of the
SEC to be available to resolve claims asserted in various civil proceedings,
including shareholder lawsuits.

In February 2006, AIG and the DOJ entered into a letter agreement. In the
letter agreement, the DOJ notified AIG that in its view, AIG, acting through
some of its employees, violated federal criminal law in connection with
misstatements in periodic financial reports that AIG filed with the SEC between
2000 and 2004 relating to certain transactions. The settlement with the DOJ
consists of, among other things, AIG's cooperating with the DOJ in the DOJ's
ongoing criminal investigation, accepting responsibility for certain of its
actions and those of its employees relating to these transactions and paying $25
million.

Effective February 9, 2006, AIG entered into agreements with the NYAG and
the DOI, settling claims under New York's Martin Act and insurance laws, among
other provisions, which were originally brought by the NYAG and the DOI in a
civil complaint filed on May 26, 2005. Under the agreements, $375 million was
paid into a fund under the supervision of the NYAG and the DOI to be available
principally to pay certain AIG insureds who purchased excess casualty policies
through Marsh & McLennan Companies, Inc. or Marsh Inc. In addition,
approximately $343 million will be used to compensate participating state funds
in connection with the underpayment of certain workers compensation premium
taxes and other assessments. In addition, AIG paid $100 million as a fine to the
State of New York.

As part of these settlements, AIG has agreed to retain for a period of
three years an independent consultant who will conduct a review that will
include the adequacy of AIG's internal controls over financial reporting and the
remediation plan that AIG has implemented as a result of its own internal
review.

PNC Settlement

In November 2004, AIG and AIGFP, a subsidiary of AIG, reached a final
settlement with the SEC, the Fraud Section of the DOJ and the United States
Attorney for the Southern District of Indiana with respect to issues arising
from certain structured transactions entered into with Brightpoint, Inc. and the
PNC Financial Services Group, Inc. ("PNC"), the marketing of transactions
similar to the PNC transactions and related matters.

As part of the settlement, the SEC filed against AIG a civil complaint,
based on the conduct of AIG primarily through AIGFP, alleging violations of
certain antifraud provisions of the federal securities laws and for aiding and
abetting violations of reporting and record keeping provisions of those laws.
AIG, without admitting or denying the allegations in the SEC complaint,
consented to the issuance of a final judgment permanently enjoining it and its
employees and related persons from violating certain provisions of the Exchange
Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it
received from the PNC transactions and providing for AIG to establish a
transaction review committee to review the appropriateness of certain future
transactions and to retain an independent consultant to examine certain
transactions entered into between 2000 and 2004 and review the policies and
procedures of the transaction review committee.

The DOJ filed against AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a
wholly-owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC
violated federal securities laws by aiding and abetting securities law
violations by PNC, in connection with a transaction entered into in 2001 with
PNC that was intended to enable PNC to remove certain assets from its balance
sheet. The settlement with the DOJ consists of separate agreements with AIG and
AIGFP and a complaint filed against, and deferred prosecution agreement with,
AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary penalty of
$80 million. On January 17, 2006, the court approved an order dismissing the
complaint with prejudice and AIGFP PAGIC has since been dissolved. The
obligations of AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate
principally to cooperating with the DOJ and other federal agencies in connection
with their related investigations.

Except as set forth above in this Item 2, during the last five years, none
of the Reporting Persons, nor, to the knowledge of each of the Reporting
Persons, any of the executive officers and directors of the Reporting Persons
(as listed in Exhibit A), (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.

The Reporting Persons have entered into a Joint Filing Agreement, dated as
of September 7, 2006, a copy of which is attached hereto as Exhibit B.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate value of the transactions (the "Transactions") contemplated
by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August
28, 2006, among Knight Holdco LLC, a Delaware limited liability company
("Parent"), Knight Acquisition Co., a Kansas corporation ("Merger Sub"), and the
Issuer, which are described in Item 4 below, including debt incurred or to
remain outstanding in connection with the Transactions, is approximately $22.4
billion.

In separate Equity Commitment Letters, dated August 28, 2006 (the "Equity
Commitment Letters"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS
Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V
GmbH & Co. KG ("GS Germany"), GS Capital Partners V Institutional, L.P. ("GS
Institutional"), GS Global Infrastructure Partners I, L.P. ("GS
Infrastructure"), The Goldman Sachs Group, Inc. ("GS Group"), Carlyle Partners
IV, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P. and AIG
Knight (collectively, the "Sponsors") agreed, subject to certain conditions, to
contribute an aggregate of approximately $5.5 billion in cash to Parent in
exchange for Class A units of Parent, solely for the purpose of funding the
merger consideration pursuant to the Merger Agreement and to pay related
expenses. The amounts under the Equity Commitment Letters may be reduced in the
event of receipt of additional equity rollover or cash contributions from
certain management or directors of the Issuer. This summary of the Equity
Commitment Letters does not purport to be complete and is qualified in its
entirety by reference to the Equity Commitment Letters, which are referenced
herein as Exhibits C through K and incorporated by reference in their entirety
into this Item 3.

In addition, Richard Kinder, the Chairman of the Board of Directors and
Chief Executive Officer of the Issuer, entered into a Rollover Equity Commitment
Letter, dated as of August 28, 2006 (the "Rollover Equity Commitment Letter"),
pursuant to which Mr. Kinder agreed, subject to certain conditions, to
contribute up to approximately 23,994,827 shares of Common Stock to Parent
(together with any rollover shares committed after the date hereof by management
or directors of the Issuer, the "Rollover Shares") in exchange for Class A units
of Parent. This summary of the Rollover Equity Commitment Letter does not
purport to be complete and is qualified in its entirety by reference to the
Rollover Equity Commitment Letter, which is referenced herein as Exhibit L and
incorporated by reference in its entirety into this Item 3. The total equity to
be contributed by the Sponsors, Mr. Kinder and the other

members of management or directors of the Issuer, either through cash or the
contribution of Rollover Shares, is approximately $7.9 billion.

In addition, Merger Sub received a Debt Commitment Letter from Goldman
Sachs Credit Partners, L.P., Citigroup Global Markets Inc., Deutsche Bank AG New
York Branch, Deutsche Bank Securities Inc., Wachovia Bank, National Association,
Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC, Merrill Lynch
Capital Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively, the "Lenders"), dated as of July 18, 2006 (the "Debt Commitment
Letter"), pursuant to which the Lenders committed to provide, subject to certain
conditions, up to $8.6 billion in debt financing, through a combination of term
loan facilities and a $1.0 billion senior secured credit facility (which will
replace the existing $800 million unsecured facility of the Issuer), which
financing will be used to fund the merger consideration under the Merger
Agreement, pay certain expenses, refinance maturing debt, and for general
corporate purposes for the operation of the Issuer following the closing of the
Transactions. This summary of the Debt Commitment Letter does not purport to be
complete and is qualified in its entirety by reference to the Debt Commitment
Letter, which is referenced herein as Exhibit M and incorporated by reference in
its entirety into this Item 3. Total funded indebtedness of the Issuer following
the consummation of the Transactions is expected to be approximately $14.5
billion. The existing senior indebtedness of the Issuer and Kinder Morgan
Finance Company, ULC is expected to be equally and ratably secured with the new
debt financing described above.

Finally, in separate Guarantees, each dated as of August 28, 2006 (the
"Guarantee Agreements"), each of GS Capital, GS Infrastructure, Carlyle Partners
IV, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P. and AIGFP
unconditionally and irrevocably guaranteed to the Issuer, subject to certain
conditions, a portion of Parent and Merger Sub's payment obligations under the
Merger Agreement, subject to certain caps. This summary of the Guarantee
Agreements does not purport to be complete and is qualified in its entirety by
reference to the Guarantee Agreements, which are referenced herein as Exhibits N
through R and incorporated by reference in their entirety into this Item 3.

Item 4. Purpose of Transaction.

On August 28, 2006, the Issuer announced in a Press Release (the "Press
Release") that it had entered into the Merger Agreement, pursuant to which all
of the outstanding shares of Common Stock (other than any Rollover Shares) would
be converted into the right to receive $107.50 per share in cash. The foregoing
summary of the Press Release and the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Press Release and
the Merger Agreement, each of which are referenced herein as Exhibit S and
Exhibit T, respectively, and incorporated by reference in their entirety into
this Item 4.

In connection with the Transactions, Mr. Kinder entered into a Voting
Agreement with Parent and Merger Sub, dated as of August 28, 2006 (the "Voting
Agreement"), pursuant to which Mr. Kinder agreed, subject to certain conditions,
to vote his Common Stock in favor of the adoption of the Merger Agreement and
against any competing takeover proposal that may be submitted by the Issuer for
a vote of its stockholders. This summary of the Voting Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Voting Agreement, which is referenced herein as Exhibit U and incorporated by
reference in its entirety into this Item 4.

The Sponsors and Mr. Kinder entered into a Limited Liability Company
Agreement of Parent, dated as of August 28, 2006 (the "Interim LLC Agreement"),
which will govern their conduct in respect of the Transactions between the time
of the signing of the Merger Agreement and the effective time of the merger
contemplated thereby or the termination of the Merger Agreement, whichever is
earlier, including matters such as determining whether any closing condition
contained in the Merger Agreement has been satisfied or shall be waived by
Parent or Merger Sub. This summary of the Interim LLC Agreement does not purport
to be complete and is qualified in its entirety by reference to the Interim LLC
Agreement, which is referenced herein as Exhibit V and incorporated by reference
in its entirety into this Item 4.

The purpose of the Transactions is to acquire all of the outstanding Common
Stock (other than Rollover Shares). If the Transactions are consummated, the
Common Stock will be delisted from the New York Stock Exchange and will cease to
be registered under the Exchange Act, and the Issuer will be privately held by
the Sponsors, Mr. Kinder, and certain members of the Issuer's management who
elect to participate in the Transactions.

The Reporting Persons may at any time, or from time to time, acquire
additional shares of Common Stock or dispose of their shares of Common Stock.
The Merger Agreement and the transactions contemplated thereby could result in
one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule
13D, including the acquisition or disposition of additional securities of the
Issuer, a merger or other extraordinary transaction involving the Issuer, a
change to the present board of directors of the Issuer, a

change to the present capitalization or dividend policy of the Issuer, the
delisting of the Issuer's securities from the New York Stock Exchange, and the
causing of a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
One or more of the Reporting Persons are expected to take actions in furtherance
of the Merger Agreement (including any amendment thereof) and the transactions
contemplated thereby.

Item 5. Interest in Securities of the Issuer.

(a) Each Reporting Person's current ownership interests in the Issuer and
the Common Stock of the Issuer is set forth on the cover pages to this Schedule
13D and is incorporated by reference herein. The ownership percentages appearing
on such pages have been calculated based on a total of 133,921,582 shares, which
is the number of shares of Common Stock of the Issuer outstanding as of July 31,
2006 as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2006, as filed with the Securities and
Exchange Commission on August 8, 2006.

As a result of the matters described in Item 4 above, the Reporting Persons
may be deemed to constitute a "group", within the meaning of Section 13(d)(3) of
the Exchange Act, with, among others, Mr. Kinder. The Reporting Persons do not
have affirmative information about any shares that may be beneficially owned by
such other persons, other than the 23,994,827 shares of Common Stock reported as
beneficially owned by Mr. Kinder in his Schedule 13D, filed with the SEC on May
30, 2006. Each Reporting Person hereby disclaims membership in any "group" with
any person other than the Reporting Persons, and disclaims beneficial ownership
of any shares of Common Stock that may be or are beneficially owned by, among
others, Mr. Kinder.

(b) AIG has shared voting and dispositive power as to the shares of Common
Stock owned by AIG.

(c) Each of the Reporting Persons and, to the best of their knowledge, the
executive officers and directors of the Reporting Persons (as listed in Exhibit
A) have not engaged in any transactions in the Common Stock of the Issuer during
the past sixty days. None of the Reporting Persons has any available information
regarding transactions in the Common Stock of the Issuer by Messrs. Greenberg
and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and
the Greenberg Joint Tenancy Company or their respective directors and executive
officers.

(d) - (e) Not applicable.

Item 6. Contract, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

The information set forth in Items 3, 4 and 5 above is incorporated by
reference in its entirety into this Item 6.

Item 7. Materials to be Filed as Exhibits.

(A) List of the Directors and Executive Officers of American International
Group, Inc., AIG Financial Products Corp., AIG Knight LLC, Starr International
Company, Inc., C.V. Starr & Co., Inc., Universal Foundation, Inc., The Maurice
R. and Corrine P. Greenberg Family Foundation, Inc. and The Maurice R. and
Corinne P. Greenberg Joint Tenancy Corporation, Inc. their business addresses
and principal occupations.

(B) Joint Filing Agreement, dated as of September 7, 2006, among American
International Group, Inc., AIG Financial Products Corp. and AIG Knight LLC.

(C) GS Capital Partners V Fund, L.P. Equity Commitment Letter, dated August
28, 2006 (incorporated by reference to Exhibit 7.01 of Amendment No. 2 to
Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006).

(D) GS Capital Partners V Offshore Fund, L.P. Equity Commitment Letter,
dated August 28, 2006 (incorporated by reference to Exhibit 7.02 of Amendment
No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006).

(E) GS Capital Partners V GmbH & CO. KG Equity Commitment Letter, dated
August 28, 2006 (incorporated by reference to Exhibit 7.03 of Amendment No. 2 to
Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006).

(F) GS Capital Partners V Institutional, L.P. Equity Commitment Letter,
dated August 28, 2006 (incorporated by reference to Exhibit 7.04 of Amendment
No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006).

(G) GS Global Infrastructure Partners I, L.P. Equity Commitment Letter,
dated August 28, 2006 (incorporated by reference to Exhibit 7.05 of Amendment
No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006).

(H) The Goldman Sachs Group, Inc. Equity Commitment Letter, dated August
28, 2006 (incorporated by reference to Exhibit 7.06 of Amendment No. 2 to
Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006).

(I) Carlyle Partners IV, L.P. Equity Commitment Letter, dated August 28,
2006 (incorporated by reference to Exhibit 7.07 of Amendment No. 2 to Schedule
13D filed by Mr. Kinder with the SEC on August 30, 2006).

(J) Carlyle/Riverstone Global Energy and Power Fund III, L.P. Equity
Commitment Letter, dated August 28, 2006 (incorporated by reference to Exhibit
7.08 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on
August 30, 2006).

(K) AIG Knight LLC Equity Commitment Letter, dated August 28, 2006
(incorporated by reference to Exhibit 7.09 of Amendment No. 2 to Schedule 13D
filed by Mr. Kinder with the SEC on August 30, 2006).

(L) Rollover Equity Commitment Letter, dated August 28, 2006 (incorporated
by reference to Exhibit 7.10 of Amendment No. 2 to Schedule 13D filed by Mr.
Kinder with the SEC on August 30, 2006).

(M) Debt Commitment Letter, dated July 18, 2006 (incorporated by reference
to Exhibit 7.11 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the
SEC on August 30, 2006).

(N) GS Capital Partners V Fund, L.P. Guarantee Letter, dated August 28,
2006 (incorporated by reference to Exhibit 7.12 of Amendment No. 2 to Schedule
13D filed by Mr. Kinder with the SEC on August 30, 2006).

(O) GS Global Infrastructure Partners I, L.P. Guarantee Letter, dated
August 28, 2006 (incorporated by reference to Exhibit 7.13 of Amendment No. 2 to
Schedule 13D filed by Mr. Kinder with the SEC on August 30, 2006).

(P) Carlyle Partners IV, L.P. Guarantee Letter, dated August 28, 2006
(incorporated by reference to Exhibit 7.14 of Amendment No. 2 to Schedule 13D
filed by Mr. Kinder with the SEC on August 30, 2006).

(Q) Carlyle/Riverstone Global Energy and Power Fund III, L.P. Guarantee
Letter, dated August 28, 2006 (incorporated by reference to Exhibit 7.15 of
Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC on August 30,
2006).

(R) AIG Financial Products Corp. Guarantee Letter, dated August 28, 2006
(incorporated by reference to Exhibit 7.16 of Amendment No. 2 to Schedule 13D
filed by Mr. Kinder with the SEC on August 30, 2006).

(S) Press Release, dated August 28, 2006 (incorporated by reference to
Exhibit 7.17 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder with the SEC
on August 30, 2006).

(T) Agreement and Plan of Merger, dated as of August 28, 2006, by and among
Knight Holdco LLC, Knight Acquisition Co., and Kinder Morgan, Inc. (incorporated
by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Mr.
Kinder with the SEC on August 28, 2006).

(U) Voting Agreement, dated as of August 28, 2006, by and between Knight
Holdco LLC, Knight Acquisition Co., and Richard Kinder (incorporated by
reference to Exhibit 7.19 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder
with the SEC on August 30, 2006).

(V) Limited Liability Agreement of Knight Holdco LLC, dated as of August
28, 2006, by and among GS Capital Partners V Fund, L.P., GS Capital Partners V
Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V
Institutional, L.P., GS Global Infrastructure Partners I, L.P., The Goldman
Sachs Group, Inc., Carlyle Partners IV, L.P., Carlyle/Riverstone Global Energy
and Power Fund III, L.P., AIG Knight LLC and Richard Kinder (incorporated by
reference to Exhibit 7.20 of Amendment No. 2 to Schedule 13D filed by Mr. Kinder
with the SEC on August 30, 2006).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

Dated: September 7, 2006

AMERICAN INTERNATIONAL GROUP, INC.

By: /s/ Kathleen E. Shannon
--------------------------------------
Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary

AIG FINANCIAL PRODUCTS CORP.

By: /s/ Douglas L. Poling
------------------------------------
Name: Douglas L. Poling
Title: Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary

AIG KNIGHT LLC

By: /s/ Douglas L. Poling
------------------------------------
Name: Douglas L. Poling
Title: Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary

EXHIBIT INDEX

Exhibit No. Description Location
----------- ----------- --------

A. List of the Directors and Executive Officers of American Filed herewith.
International Group, Inc., AIG Financial Products Corp., AIG
Knight LLC, Starr International Company, Inc., C.V. Starr & Co.,
Inc., Universal Foundation, Inc., The Maurice R. and Corrine P.
Greenberg Family Foundation, Inc. and The Maurice R. and Corinne
P. Greenberg Joint Tenancy Corporation, Inc. their business
addresses and principal occupations.

B. Joint Filing Agreement, dated as of September 7, 2006, among Filed herewith.
American International Group, Inc., AIG Financial Products Corp.
and AIG Knight LLC.

C. GS Capital Partners V Fund, L.P. Equity Commitment Letter, dated Exhibit 7.01 of
August 28, 2006. Amendment No. 2 to
Schedule 13D filed
by Mr. Kinder with
the SEC on August
30, 2006 ("Kinder
Schedule 13D/A")

D. GS Capital Partners V Offshore Fund, L.P. Equity Commitment Exhibit 7.02 of
Letter, dated August 28, 2006. Kinder Schedule 13D/A

E. GS Capital Partners V GmbH & CO. KG Equity Commitment Letter, Exhibit 7.03 of
dated August 28, 2006. Kinder Schedule 13D/A

F. GS Capital Partners V Institutional, L.P. Equity Commitment Exhibit 7.04 of
Letter, dated August 28, 2006. Kinder Schedule 13D/A

G. GS Global Infrastructure Partners I, L.P. Equity Commitment Exhibit 7.05 of
Letter, dated August 28, 2006. Kinder Schedule 13D/A

H. The Goldman Sachs Group, Inc. Equity Commitment Letter, dated Exhibit 7.06 of
August 28, 2006. Kinder Schedule 13D/A

I. Carlyle Partners IV, L.P. Equity Commitment Letter, dated August Exhibit 7.07 of
28, 2006. Kinder Schedule 13D/A

J. Carlyle/Riverstone Global Energy and Power Fund III, L.P. Equity Exhibit 7.08 of
Commitment Letter, dated August 28, 2006. Kinder Schedule 13D/A

K. AIG Knight LLC Equity Commitment Letter, dated August 28, 2006. Exhibit 7.09 of
Kinder Schedule 13D/A

L. Rollover Equity Commitment Letter, dated August 28, 2006. Exhibit 7.10 of
Kinder Schedule 13D/A

M. Debt Commitment Letter, dated July 18, 2006. Exhibit 7.11 of
Kinder Schedule 13D/A

N. GS Capital Partners V Fund, L.P. Guarantee Letter, dated August Exhibit 7.12 of
28, 2006. Kinder Schedule 13D/A

O. GS Global Infrastructure Partners I, L.P. Guarantee Letter, dated Exhibit 7.13 of
August 28, 2006. Kinder Schedule 13D/A

P. Carlyle Partners IV, L.P. Guarantee Letter, dated August 28, 2006. Exhibit 7.14 of
Kinder Schedule 13D/A

Q. Carlyle/Riverstone Global Energy and Power Fund III, L.P. Exhibit 7.15 of
Guarantee Letter, dated August 28, 2006. Kinder Schedule 13D/A

R. AIG Financial Products Corp. Guarantee Letter, dated August 28, Exhibit 7.16 of
2006. Kinder Schedule 13D/A

S. Press Release, dated August 28, 2006. Exhibit 7.17 of
Kinder Schedule 13D/A

T. Agreement and Plan of Merger, dated as of August 28, 2006, by and Exhibit 2.1 of the
among Knight Holdco LLC, Knight Acquisition Co., and Kinder Current Report on
Morgan, Inc. Form 8-K filed by
Mr. Kinder with the
SEC on August 28,
2006.

U. Voting Agreement, dated as of August 28, 2006, by and between Exhibit 7.19 of
Knight Holdco LLC, Knight Acquisition Co., and Richard Kinder. Kinder Schedule 13D/A

V. Limited Liability Agreement of Knight Holdco LLC, dated as of Exhibit 7.20 of
August 28, 2006, by and among GS Capital Partners V Fund, L.P., GS Kinder Schedule 13D/A
Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH
& CO. KG, GS Capital Partners V Institutional, L.P., GS Global
Infrastructure Partners I, L.P., The Goldman Sachs Group, Inc.,
Carlyle Partners IV, L.P., Carlyle/Riverstone Global Energy and
Power Fund III, L.P., AIG Knight LLC and Richard Kinder.