View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. One)*
Inergy, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Units
- --------------------------------------------------------------------------------
(Title of Class of Securities)
456615103
- --------------------------------------------------------------------------------
(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. 456615103 -
- ----------------------------
- ---------- ---------------------------------------------------------------------
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
- 4,483
NUMBER OF - ----- ----------------------------------------------
SHARES - 6 SHARED VOTING POWER
BENEFICIALLY - 1,978,850 (see Item 4)
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 7 SOLE DISPOSITIVE POWER
PERSON - 4,483
WITH: - ----- ----------------------------------------------
- 8 SHARED DISPOSITIVE POWER
- 1,978,850 (see Item 4)
- --------------------------- ----- ----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983,333 (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)
5.6%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
- ---------- ---------------------------------------------------------------------
- ----------------------------
CUSIP No. 456615103 -
- ----------------------------
- ---------- ---------------------------------------------------------------------
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 - 1,767,979 (see Item 4)
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 7 SOLE DISPOSITIVE POWER
PERSON - 0
WITH: - ----- ----------------------------------------------
- 8 SHARED DISPOSITIVE POWER
- 1,767,979 (see Item 4)
- --------------------------- ----- ----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,767,979 (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)
5.0%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
- ---------- ---------------------------------------------------------------------
Item 1(a) Name of Issuer:
Inergy, L.P.
Item 1(b) Address of Issuer's Principal Executive Offices:
Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112
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 6th, 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:
456615103
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. In addition, at December 31, 2005, a wholly-owned
subsidiary of TCA owned 4,483 common units of Inergy, L.P. 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 beneficial interest in 1,978,850 of the common units covered by this
statement which are owned by TYG, TYY and the managed accounts.
A. Tortoise Capital Advisors
(a) Amount beneficially owned: 1,983,333
(b) Percent of class: 5.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 4,483
(ii) Shared power to vote or direct the vote: 1,978,850
(iii) Sole power to dispose or to direct the disposition of: 4,483
(iv) Shared power to dispose or to direct the disposition of:
1,978,850
B. Tortoise Energy Infrastructure Corporation
(a) Amount beneficially owned: 1,767,979
(b) Percent of class: 5.0%
(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: 1,767,979
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,767,979
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, TCA's wholly-owned subsidiary 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 Inergy, 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