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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. Three)*
Sunoco Logistics Partners L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Units
- --------------------------------------------------------------------------------
(Title of Class of Securities)
86764L108
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(CUSIP Number)
December 31, 2006
- --------------------------------------------------------------------------------
(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).
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CUSIP No. 86764L108 - 13G/A Page 2 of 7 Pages
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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)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------- ----- ----------------------------------------------
- 5 SOLE VOTING POWER
- 0
NUMBER OF - ----- ----------------------------------------------
SHARES - 6 SHARED VOTING POWER
BENEFICIALLY - 1,906,785 (see Item 4)
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 7 SOLE DISPOSITIVE POWER
PERSON - 0
WITH: - ----- ----------------------------------------------
- 8 SHARED DISPOSITIVE POWER
- 1,973,153 (see Item 4)
- --------------------------- ----- ----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,973,153 (see Item 4)
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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
8.6%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No. 86764L108 - 13G/A Page 3 of 7 Pages
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- ---------- ---------------------------------------------------------------------
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 - 934,625 (see Item 4)
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 7 SOLE DISPOSITIVE POWER
PERSON - 0
WITH: - ----- ----------------------------------------------
- 8 SHARED DISPOSITIVE POWER
- 934,625 (see Item 4)
- --------------------------- ----- ----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
934,625 (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
4.1%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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Page 4 of 7 Pages
Item 1(a) Name of Issuer:
Sunoco Logistics Partners L.P.
Item 1(b) Address of Issuer's Principal Executive Offices:
Mellon Bank Center, 1735 Market Street, Suite LL, Philadelphia, PA
19103-7583
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 12th, 2007 (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:
86764L108
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 certain closed-end investment
companies registered under the Investment Company Act of 1940, including TYG.
TCA, by virtue of investment advisory agreements with these investment
companies, has all investment and voting power over securities owned of record
by these investment companies. However, despite their delegation of investment
and voting power to TCA, these investment companies may be deemed to be the
beneficial owner under Rule 13d-3 of the Act, of the securities they own of
record because they have the right to acquire investment and voting power
through termination of their investment advisory agreement with TCA. Thus, TCA
has reported that it shares voting power and dispositive power over the
securities owned of record by these investment companies, and TYG has reported
that it shares voting power and dispositive power over the securities owned of
record by it. TCA also acts as
Page 5 of 7 Pages
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 securities.
A. Tortoise Capital Advisors
(a) Amount beneficially owned: 1,973,153
(b) Percent of class: 8.6%
(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: 1,906,785
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,973,153
B. Tortoise Energy Infrastructure Corporation
(a) Amount beneficially owned: 934,625
(b) Percent of class: 4.1%
(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: 934,625
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
934,625
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following [X]. TYG has ceased to
be the beneficial owner of more than 5 percent of the class of securities and is
filing this statement to report that fact.
Not applicable to TCA.
Page 6 of 7 Pages
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
The investment companies 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. 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 12, 2007
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
Page 7 of 7 Pages
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 Sunoco Logistics 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 12th day of February, 2007.
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