-----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, QWLzhqppIYrrBtOxJlO+JUTi6Rr4gAweKwaryRFMPa01fl/J7cx3tMAdO9MD5kwS fGpybtC1WvifUUi2L7n6tQ== 0000922907-05-000107.txt : 20050211 0000922907-05-000107.hdr.sgml : 20050211 20050211152235 ACCESSION NUMBER: 0000922907-05-000107 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: TORTOISE ENERGY INFRASTRUCTURE CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLY ENERGY PARTNERS LP CENTRAL INDEX KEY: 0001283140 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80393 FILM NUMBER: 05598108 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 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 MAIL ADDRESS: STREET 1: 233 WEST 47TH STREET CITY: OLVERLAND PARK STATE: KS ZIP: 66212 SC 13G 1 form13g_021105.htm SC 13G Schedule 13G for Holly Energy Partners, L.P. 


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment _____)*

                           Holly Energy Partners, L.P.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

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

                                    435763107
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2004
- --------------------------------------------------------------------------------
             (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.   435763107    -
- --------------------------


- -------------------- -----------------------------------------------------------

         1           NAME OF REPORTING PERSON
                     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)

                     Tortoise Capital Advisors LLC (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
 NUMBER OF SHARES
BENEFICIALLY OWNED                 0
 BY EACH REPORTING
      PERSON
       WITH:
                     ------------- ---------------------------------------------

                          6        SHARED VOTING POWER

                                   446,170 (see Item 4)
                     ------------- ---------------------------------------------

                          7        SOLE DISPOSITIVE POWER

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

                          8        SHARED DISPOSITIVE POWER

                                   473,775 (see Item 4)
- -------------------- ------------- ---------------------------------------------

         9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                     PERSON

                     473,775 (see Item 4)
- -------------------- -----------------------------------------------------------

        10           CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
                     SHARES (See Instructions)

                      Not Applicable
- -------------------- -----------------------------------------------------------

        11           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                     6.8%
- -------------------- -----------------------------------------------------------

        12           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                     IA
- --------------------------------------------------------------------------------





- --------------------------
CUSIP No.   435763107    -
- --------------------------

- -------------------- -----------------------------------------------------------

         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
 NUMBER OF SHARES
BENEFICIALLY OWNED                 0
 BY EACH REPORTING
      PERSON
       WITH:
                     ------------- ---------------------------------------------

                          6        SHARED VOTING POWER

                                   427,070 (see Item 4)
                     ------------- ---------------------------------------------

                          7        SOLE DISPOSITIVE POWER

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

                          8        SHARED DISPOSITIVE POWER

                                   427,070 (see Item 4)
- -------------------- -----------------------------------------------------------

         9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                     PERSON

                     427,070 (see Item 4)
- -------------------- -----------------------------------------------------------

        10           CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
                     SHARES (See Instructions)

                     Not Applicable
- -------------------- -----------------------------------------------------------

        11           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                     6.1%
- -------------------- -----------------------------------------------------------

        12           TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                     IV
- -------------------- -----------------------------------------------------------





Item 1(a)  Name of Issuer:

     Holly Energy Partners, L.P.

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

     100 Crescent Court, Suite 100, Dallas, Texas 75201

Item 2(a)  Name of Persons Filing:

     This 13G is being  jointly  filed  by  Tortoise  Capital  Advisors  LLC,  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  11, 2005 (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 1940, 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:

     435763107

Item 3  The Reporting Person is:

     TCA is an investment adviser in accordance with ss.  240.13d-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  Securities
Exchange Act 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.
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 LLC

     (a)  Amount beneficially owned: 473,775

     (b)  Percent of class: 6.8%

     (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: 446,170

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

          (iv) Shared power to dispose or to direct the disposition of: 473,775

B.   Tortoise Energy Infrastructure Corporation

     (a)  Amount beneficially owned: 427,070

     (b)  Percent of class: 6.1%

     (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: 427,070

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

          (iv) Shared power to dispose or to direct the disposition of: 427,070

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:

     Not Applicable

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 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 11, 2005

                                      Tortoise Capital Advisors LLC


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


                                      Tortoise Energy Infrastructure Corporation


                                      By:     /s/ Terry Matlack
                                         ---------------------------------------
                                      Title:  CFO
                                            ------------------------------------





                                                                       Exhibit A

                  AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

     (i)  Each of them is individually eligible to use the Schedule 13G to which
this  Exhibit is attached,  and such  Schedule 13G is filed on behalf of each of
them; and

     (ii) Each of them is responsible for the timely filing of such Schedule 13G
and any  amendments  thereto,  and  for the  completeness  and  accuracy  of the
information  concerning  such  person  contained  therein;  but  none of them is
responsible for the  completeness or accuracy of the information  concerning the
other  persons  making the filing,  unless  such  person  knows or has reason to
believe that such information is inaccurate.

Dated:   February 11, 2005

                                      Tortoise Capital Advisors LLC


                                      By:     /s/ David J. Schulte
                                         ---------------------------------------
                                      Title:  Managing Director
                                            ------------------------------------


                                      Tortoise Energy Infrastructure Corporation


                                       By:     /s/ David J. Schulte
                                          --------------------------------------
                                       Title:  CEO and President
                                             -----------------------------------
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