-----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, NSSyhkkZpQY/kgumDB9M2UH0EmaunRaHzYa1HzF5nP7WTBgqc5o4edDgFsW0Ib7X ledJubeO0uw5tfZTLjZaLQ== 0000950148-03-000660.txt : 20030328 0000950148-03-000660.hdr.sgml : 20030328 20030328172326 ACCESSION NUMBER: 0000950148-03-000660 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030328 GROUP MEMBERS: ARBCO ASSOCIATES, L.P. GROUP MEMBERS: KAYNE, ANDERSON NON-TRADITIONAL INVESTMENTS, L.P. GROUP MEMBERS: RICHARD A. KAYNE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLACIER WATER SERVICES INC CENTRAL INDEX KEY: 0000883505 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 330493559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42316 FILM NUMBER: 03626353 BUSINESS ADDRESS: STREET 1: 2651 LA MIRADA DRIVE, SUITE 100 CITY: VISTA STATE: CA ZIP: 92083-8435 BUSINESS PHONE: 7605601111 MAIL ADDRESS: STREET 1: 2651 LA MIRADA DRIVE, SUITE 100 CITY: VISTA STATE: CA ZIP: 92083-8435 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAYNE ANDERSON CAPITAL ADVISORS LP CENTRAL INDEX KEY: 0000949615 IRS NUMBER: 954486379 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1800 AVE OF THE STARS STREET 2: 1425 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105562721 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 2ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: KAIM NON TRADITIONAL L P/CA DATE OF NAME CHANGE: 19960605 SC 13D/A 1 v88853sc13dza.htm SCHEDULE 13D/A sc13dza
 

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

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)*

GLACIER WATER SERVICES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

376395109

(CUSIP Number)

DAVID J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067 (310) 556-2721

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

3/19/2003

(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-l(b) (3) or (4), check the following box [   ].

Check the following box if a fee is being paid with the statement [   ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 9

 

 

         
CUSIP NO. 376395109 SCHEDULE 13D PAGE 2 OF 9 PAGES
                 
1   NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KAYNE ANDERSON CAPITAL ADVISORS, L.P.     —     95-4486379
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)    [   ]
        (b)    [   ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

[   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

A CALIFORNIA LIMTED PARTNERSHIP

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH

  7 SOLE VOTING POWER

0
  8 SHARED VOTING POWER

692,419
  9 SOLE DISPOSITIVE POWER

0
  10 SHARED DISPOSITIVE POWER

692,419
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

692,419
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

23.3%
14 TYPE OF REPORTING PERSON*

IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 2 OF 9

 

 

         
CUSIP NO. 376395109 SCHEDULE 13D PAGE 3 OF 9 PAGES
                 
1   NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

RICHARD A. KAYNE     —     ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)    [   ]
        (b)    [X]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

[   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

A U.S. CITIZEN

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH

  7 SOLE VOTING POWER

745,871
  8 SHARED VOTING POWER

692,419
  9 SOLE DISPOSITIVE POWER

745,871
  10 SHARED DISPOSITIVE POWER

692,419
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

1,438,290
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

48.4%
14 TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 3 OF 9

 

 

         
CUSIP NO. 376395109 SCHEDULE 13D PAGE 4 OF 9 PAGES
                 
1   NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ARBCO Associates, L.P.     —     95-3214739
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)    [   ]
        (b)    [X]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

[   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

A CALIFORNIA LIMITED PARTNERSHIP

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH

  7 SOLE VOTING POWER

0
  8 SHARED VOTING POWER

396,488
  9 SOLE DISPOSITIVE POWER

0
  10 SHARED DISPOSITIVE POWER

396,488
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

396,488
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

13.4%
14 TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 4 OF 9

 

 

         
CUSIP NO. 376395109 SCHEDULE 13D PAGE 5 OF 9 PAGES
                 
1   NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KAYNE, ANDERSON NON-TRADITIONAL INVESTMENTS, L.P.     —     95-4198602
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)    [   ]
        (b)    [X]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

[   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

A CALIFORNIA LIMITED PARTNERSHIP

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH

  7 SOLE VOTING POWER

0
  8 SHARED VOTING POWER

255,370
  9 SOLE DISPOSITIVE POWER

0
  10 SHARED DISPOSITIVE POWER

255,370
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

255,370
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.6%
14 TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 5 OF 9

 

 

United States
Securities and Exchange Commission

Schedule 13D
Amendment No. 18

*********************

Item 1. Security and Issuer

Common Stock, with $0.01 Par Value.

     Glacier Water Services, Inc.
2651 La Mirada Drive, Suite 100
Vista, California 92083

Item 2. Identity and Background

a.    Kayne Anderson Capital Advisors, L.P.
 
     Kayne Anderson Capital Advisors, L.P., a California limited partnership (KACA), is an investment adviser registered under the Investment Advisers Act. It serves as general partner of and investment adviser to various investment funds, including the following holders of the issuer’s Common Stock: ARBCO Associates, L.P. and Kayne, Anderson Non-Traditional Investments, L.P., each of which is a California limited partnership. KACA also serves as investment adviser to other clients, some of which hold the issuer’s Common Stock. Kayne Anderson Investment Management, Inc., a Nevada corporation (KAIM), serves as general partner of KACA. KAIM is wholly owned by KA Holdings, Inc., a California corporation (KA Holdings). The principal business address of KACA, the investment limited partnerships, KAIM and KA Holdings is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067.
 
     During the past five years, none of KACA, the investment limited partnerships, KAIM or KA Holdings has been convicted in a criminal proceeding nor has any of them been a party to a civil proceeding of a judicial or administrative body or the subject of any judgments, decrees or final orders from the regulatory bodies.
 
b.    Richard A. Kayne
 
     Mr. Kayne, a U.S. citizen, is the controlling shareholder of KA Holdings and serves as President, Chief Executive Officer and Director of both KA Holdings and KAIM. He also serves as Management Committee Co-Chair and Chief Executive Officer of Kayne Anderson Rudnick Investment Management, LLC, a California limited liability company (KARIM), and President and Director of KA Associates, Inc., a Nevada corporation (KA). KARIM is a registered investment adviser, and KA is a registered broker/dealer. The principal business address of KARIM and KA is 1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067.
 
     Mr. Kayne is Chairman of Glacier Water Services, Inc.
 
     During the past five years, Mr. Kayne has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of them been a party to a civil proceeding of a judicial or administrative body or the subject of any judgments, decrees or final orders from the regulatory bodies.

PAGE 6 OF 9

 

 

c.    The following persons (in addition to Mr. Kayne) are officers and/or directors of KAIM and KA Holdings. Each such person is a U.S. citizen whose address is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. During the past five years, none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of them been a party to a civil proceeding of a judicial or administrative body or the subject of any judgments, decrees or final orders from the regulatory bodies.
 
     John E. Anderson. Chairman of Topa Equities, Ltd., a diversified investment company located at 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067. Mr. Anderson is also Director of KAIM and KA Holdings.
          
  Howard M. Zelikow   Vice President and Director of KAIM
 
  Robert V. Sinnott   Vice President of KAIM and Director of Glacier Water Services, Inc.
 
  Ralph C. Walter   Chief Operating Officer and Treasurer of KAIM and KA Holdings
 
  David J. Shladovsky   General Counsel and Secretary of KAIM and KA Holdings

Item 3. Source and Amount of Funds or Other Consideration

Investment partnership and other managed account funds were derived by a combination of cash and security contributions by limited partners or the managed account holder, as applicable.

Item 4. Purpose of Transaction

The shares of the issuer were purchased for investment purposes. Richard A. Kayne and KACA, on behalf of themselves and their managed accounts, will consider making further purchases of the shares.

Item 5. Interest in Securities of the Issuer

a. KACA and Richard A. Kayne report beneficial ownership of 692,419 and 1,438,290 shares, representing 23.3% and 48.4% of the shares outstanding, respectively.

b. KACA has shared voting and dispositive power (with Richard A. Kayne) over its 692,419 shares. Richard A. Kayne has sole voting and dispositive power over 745,871 shares and shared voting and dispositive power (with KACA) over 692,419 shares.

     The shares over which Mr. Kayne has sole voting and dispositive power are held by him directly or by accounts for which he serves as trustee or custodian. The shares over which Mr. Kayne and KACA have shared voting and dispositive power are held by KACA or accounts for which KACA serves as investment adviser (and, in most cases, as general partner).

     KACA disclaims beneficial ownership of the shares reported, except those shares it holds directly or attributable to it by virtue of its general partner interests in certain limited partnerships holding such shares. Mr. Kayne disclaims beneficial ownership of the shares reported, except those shares held by him or attributable to him by virtue of his limited partner interests in such limited partnerships and by virtue of his indirect interest in the interest of KACA in its direct holdings and such limited partnerships.

PAGE 7 OF 9

 

 

c. Transactions of the shares were made as follows:

                                 
Date   Type   # of shares   Price   Where/how transaction effected
 
 
 
 
3/19/03     *       34,103     $ 16.75     * Shares were acquired in a private transaction.

d. Not applicable

e. Not applicable

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

Not applicable

Item 7. Material to Be Filed as Exhibits.

Exhibit I     Joint Filing Agreement among Richard A. Kayne and KACA.

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.
             
March 27, 2003
Date		  
             
/S/   Richard A. Kayne
Richard A. Kayne		    
             
KAYNE ANDERSON CAPITAL ADVISORS, L.P.    
             
By:   Kayne Anderson Investment Management, Inc.    
             
    By:   /S/   David J. Shladovsky
David J. Shladovsky, Secretary		    

PAGE 8 OF 9

 

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)

This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the “Act”) by and between the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
         
    /S/   Richard A. Kayne
Richard A. Kayne 		 
         
    /S/   David J. Shladovsky
Kayne Anderson Capital Advisors, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner		    

PAGE 9 OF 9

 

 

EXHIBIT I
TO SCHEDULE 13D, AMENDMENT NO. 18 OF FILING CONCERNING
GLACIER WATER SERVICES, INC.

           
Filing Parties   Shares
 
Kayne Anderson Capital Advisors, L.P.
        
 
•     Proprietary Account
     19,536  
 
•     Managed Investment Limited Partnerships
     651,858  
 
•     Other Managed Accounts
     21,025  
Richard A. Kayne
        
 
•     Direct ownership
     745,871  
 
    
 
 
Total
     1,438,290  

3/27/03

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