-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UoXjwwWlXxvWOXYmPkCDlpwH4bXayu/RvwMBKKlEgdqQCAMsLNC3//QHMjo0hz5y LaqZjJBYEQIfSaHG6mSP1g== 0000922907-06-000148.txt : 20060210 0000922907-06-000148.hdr.sgml : 20060210 20060210155137 ACCESSION NUMBER: 0000922907-06-000148 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: TORTOISE ENERGY INFRASTRUCTURE CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K-SEA TRANSPORTATION PARTNERS LP CENTRAL INDEX KEY: 0001178575 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80447 FILM NUMBER: 06598476 MAIL ADDRESS: STREET 1: 3245 RICHMOND TERRACE CITY: STATEN ISLAND STATE: NY ZIP: 10303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TORTOISE CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001280965 IRS NUMBER: 223875939 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 233 WEST 47TH STREET CITY: OLVERLAND PARK STATE: KS ZIP: 66212 SC 13G/A 1 sch13ga_020806.htm SC 13G/A



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                              (Amendment No. One)*

                       K-Sea Transportation Partners L.P.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Units
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    48268Y101
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2005
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [X] Rule 13d-1(b)
     [ ] Rule 13d-1(c)
     [ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in 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 (the "Act") or otherwise  subject to the liabilities of that section of the
Act, but shall be subject to all other  provisions of the Act (however,  see the
Notes).



- ----------------------------
CUSIP No.  48268Y101       -
- ----------------------------

- ---------- ---------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
           Tortoise Capital Advisors, L.L.C. (22-3875939)
- ---------- ---------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (a) [   ]
           (b) [ X ]
           (See Instructions)
- ---------- ---------------------------------------------------------------------
    3      SEC USE ONLY

- ---------- ---------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION
           Delaware
- --------------------------- ----- ----------------------------------------------
                          -   5    SOLE VOTING POWER
                          -        0
      NUMBER OF           - ----- ----------------------------------------------
       SHARES             -   6    SHARED VOTING POWER
    BENEFICIALLY          -        416,222 (see Item 4)
    OWNED BY EACH         - ----- ----------------------------------------------
      REPORTING           -   7    SOLE DISPOSITIVE POWER
       PERSON             -        0
        WITH:             - ----- ----------------------------------------------
                          -   8    SHARED DISPOSITIVE POWER
                          -        956,346 (see Item 4)
- --------------------------- ----- ----------------------------------------------
   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           956,346 (see Item 4)
- ---------- ---------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
           SHARES (See Instructions) [   ]
           Not Applicable
- ---------- ---------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           16.6%
- ---------- ---------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
           IA
- ---------- ---------------------------------------------------------------------



- ----------------------------
CUSIP No.  48268Y101       -
- ----------------------------

- ---------- ---------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
           Tortoise Energy Infrastructure Corporation (20-0384222)
- ---------- ---------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (a) [   ]
           (b) [ X ]
           (See Instructions)
- ---------- ---------------------------------------------------------------------
    3      SEC USE ONLY

- ---------- ---------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION
           Maryland
- --------------------------- ----- ----------------------------------------------
                          -   5    SOLE VOTING POWER
                          -        0
      NUMBER OF           - ----- ----------------------------------------------
       SHARES             -   6    SHARED VOTING POWER
    BENEFICIALLY          -        571,300 (see Item 4)
    OWNED BY EACH         - ----- ----------------------------------------------
      REPORTING           -   7    SOLE DISPOSITIVE POWER
       PERSON             -        0
        WITH:             - ----- ----------------------------------------------
                          -   8    SHARED DISPOSITIVE POWER
                          -        571,300 (see Item 4)
- --------------------------- ----- ----------------------------------------------
   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           571,300 (see Item 4)
- ---------- ---------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
           SHARES (See Instructions) [   ]
           Not Applicable
- ---------- ---------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           9.9%
- ---------- ---------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
           IV
- ---------- ---------------------------------------------------------------------



Item 1(a) Name of Issuer:

     K-Sea Transportation Partners L.P.

Item 1(b) Address of Issuer's Principal Executive Offices:

     3245 Richmond Terrace, Staten Island, New York 10303

Item 2(a) Name of Persons Filing:

     This 13G is being jointly filed by Tortoise  Capital  Advisors,  L.L.C.,  a
Delaware limited liability company ("TCA"),  and Tortoise Energy  Infrastructure
Corporation, a Maryland corporation ("TYG").

     TCA and TYG have entered into an  Agreement  Regarding  Joint Filing of 13G
dated  February  6, 2006 (the  "Agreement")  pursuant  to which TCA and TYG have
agreed  to file this 13G  jointly  in  accordance  with the  provisions  of Rule
13d-1(k)(1)  of the Securities  Exchange Act of 1934, as amended (the "Act").  A
copy of the Agreement is attached hereto as Exhibit A.

Item 2(b) Address of Principal Business Office or, if None, Residence:

     The principal  business  address of both TCA and TYG is 10801 Mastin Blvd.,
Suite 222, Overland Park, Kansas 66210.

Item 2(c) Citizenship:

     TCA  is a  Delaware  limited  liability  company  and  TYG  is  a  Maryland
corporation.

Item 2(d) Title of Class of Securities:

     Common Units

Item 2(e) CUSIP Number:

     48268Y101

Item 3 The Reporting Person is:

     TCA is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and
TYG is an  investment  company  registered  under  Section  8 of the  Investment
Company Act of 1940 (15 U.S.C. 80a-8).

Item 4 Ownership:

     TCA acts as an investment  advisor to TYG, a closed-end  investment company
registered  under the Act.  TCA, by virtue of an Investment  Advisory  Agreement
with TYG, has all investment and voting power over securities owned of record by
TYG. However,  despite its delegation of investment and voting power to TCA, TYG
may be deemed to be the  beneficial  owner  under Rule 13d-3 of the Act,  of the
securities it owns of record because it has the right to acquire  investment and
voting power through termination of the Investment Advisory Agreement. Thus, TCA
and TYG have  reported that they share voting power and  dispositive  power over
the  securities  owned of record by TYG. In addition to acting as an  investment
advisor  to TYG,  TCA also acts as an  investment  advisor  to  Tortoise  Energy
Capital  Corporation,  a closed-end  investment company registered under the Act
("TYY").  TCA, by virtue of an Investment  Advisory  Agreement with TYY, has all



investment  and voting power over  securities  owned of record by TYY.  However,
despite its  delegation of investment and voting power to TCA, TYY may be deemed
to be the  beneficial  owner under Rule 13d-3 of the Act, of the  securities  it
owns of record  because it has the right to acquire  investment and voting power
through termination of the Investment Advisory Agreement. Thus, TCA has reported
that it shares voting power and dispositive  power over the securities  owned of
record  by TYY.  TCA also  acts as an  investment  advisor  to  certain  managed
accounts.  Under contractual  agreements with individual  account holders,  TCA,
with respect to the securities held in the managed  accounts,  shares investment
and voting  power with  certain  account  holders,  and has no voting  power but
shares  investment power with certain other account  holders.  TCA may be deemed
the  beneficial  owner of the securities  covered by this  statement  under Rule
13d-3 of the Act.  None of the  securities  listed  below are owned of record by
TCA, and TCA disclaims any beneficial interest in such shares.

A.   Tortoise Capital Advisors

     (a)  Amount beneficially owned: 956,346

     (b)  Percent of class: 16.6%

     (c)  Number of shares as to which the person has:

          (i)  Sole power to vote or to direct the vote: 0

          (ii) Shared power to vote or direct the vote: 416,222

          (iii) Sole power to dispose or to direct the disposition of: 0

          (iv) Shared power to dispose or to direct the disposition of: 956,346

B.   Tortoise Energy Infrastructure Corporation

     (a)  Amount beneficially owned: 571,300

     (b)  Percent of class: 9.9%

     (c)  Number of shares as to which the person has:

          (i)  Sole power to vote or to direct the vote: 0

          (ii) Shared power to vote or direct the vote: 571,300

          (iii) Sole power to dispose or to direct the disposition of: 0

          (iv) Shared power to dispose or to direct the disposition of: 571,300

Item 5 Ownership of Five Percent or Less of a Class:

     Not Applicable



Item 6 Ownership of More than Five Percent on Behalf of Another Person:

     TYG, TYY and the managed accounts  discussed in Item 4 above have the right
to receive all dividends from, and the proceeds from the sale of, the securities
held in their respective accounts.  Except for TYG, the interest of any one such
person does not exceed 5% of the class of securities.

Item 7 Identification  and  Classification  of the Subsidiary Which Acquired the
       Security Being Reported on By the Parent Holding Company:

     Not Applicable

Item 8 Identification and Classification of Members of the Group:

     Not Applicable

Item 9 Notice of Dissolution of Group:

     Not Applicable

Item 10 Certification:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business  and were not acquired and are not held for the purpose of or
with the effect of  changing  or  influencing  the  control of the issuer of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.

                                    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:  February 6, 2006

                                      Tortoise Capital Advisors, L.L.C.


                                      By:     /s/ Terry Matlack
                                          --------------------------------------
                                      Title:  Managing Director

                                      Tortoise Energy Infrastructure Corporation


                                      By:     /s/ Terry Matlack
                                          --------------------------------------
                                      Title:  Chief Financial Officer



                                                                       Exhibit A

                  AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

     In  accordance  with Rule 13d-1 (k) under the  Securities  Exchange  Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including  amendments thereto) with respect
to the Common Units of K-Sea  Transportation  Partners  L.P.,  and further agree
that this agreement be included as an exhibit to such filings.

     In evidence  whereof,  the  undersigned  have caused this  Agreement  to be
executed on their behalf this 6th day of February, 2006.



                                      Tortoise Capital Advisors, L.L.C.


                                      By:     /s/ Terry Matlack
                                          --------------------------------------
                                      Title:  Managing Director


                                      Tortoise Energy Infrastructure Corporation


                                      By:     /s/ Terry Matlack
                                          --------------------------------------
                                      Title:  Chief Financial Officer

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