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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO.1)
INERGY,
L.P.
(Name
of
Issuer)
COMMON
UNITS
(Title
of
Class of Securities)
456615103
(CUSIP
Number)
Check
the
following box if a fee is being paid with this statement o. (A fee is
not required
only if the filing 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.)
*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
("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
|
13G
|
PAGE
2 OF 8 PAGES
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A)
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
- 95-4486379
(B)
RICHARD A.
KAYNE
- ###-##-####
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
IS
A CALIFORNIA LIMITED PARTNERSHIP
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
(A)
3,704,596
(B)
3,704,596
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
(A)
3,704,596
(B)
3,704,596
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A)
3,704,596
(B)
3,704,596
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
o
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A)
10.49%
(B)
10.49%
|
|
|
12
|
TYPE
OF REPORTING PERSON*
(A)
IA
(B)
IN
|
|
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
PAGE
2 OF
8
United
States
Securities
and Exchange Commission
Schedule
13G
*********************
|
Item
1.
|
(a)
|
Issuer:
|
Inergy,
L.P.
|
|
(b)
|
Address:
|
2
Brush Creek Blvd., Suite 200
|
Kansas
City, MO 64112
|
Item
2.
|
(a)
|
Filing
Persons:
|
Kayne
Anderson
|
Richard
A. Kayne
|
Capital
Advisors, L.P.
|
(b)
|
Addresses:
|
1800
Avenue of the Stars,
|
1800
Avenue of the Stars,
|
|
Second
Floor
|
Second
Floor
|
|
Los
Angeles, CA 90067
|
Los
Angeles, CA 90067
|
|
(c)
|
Citizenship:
|
Kayne
Anderson Capital Advisors, L.P. is a California limited
partnership
|
Richard
A. Kayne is a U.S. Citizen
|
(d)
|
Title
of Class
|
|
of
Securities:
|
Common
Units
|
|
(e)
|
Cusip
Number:
|
456615103
|
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check
whether the person filing is a:
|
|
(e)
|
Kayne
Anderson Capital Advisors, L.P., is an investment adviser registered
under
section 203 of the Investment Advisers Act of
1940.
|
|
Item
4.
|
Ownership
|
|
(a)
|
Amount
Beneficially Owned:
|
|||
|
Kayne
Anderson Capital Advisors, L.P. Managed Accounts
|
3,704,596
|
|||
|
Richard
A. Kayne
|
3,704,596
|
|||
|
(b)
|
Percent
of Class:
|
10.49
|
%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|||
|
(i)
|
sole
power to vote or direct to vote
|
0
|
||
|
(ii)
|
Shared
power to vote or direct the vote
|
3,704,596
|
||
|
(iii)
|
sole
power to dispose or direct the disposition
|
0
|
||
|
(iv)
|
shared
power to dispose or direct the disposition of
|
3,704,596
|
||
PAGE
3 OF
8
United
States
Securities
and Exchange Commission
Schedule
13G
INERGY,
LP (Issuer)
**************************
|
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 persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following o.
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 we certify that, to the best of our knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
PAGE
4 OF
8
United
States
Securities
and Exchange Commission
Schedule
13G
INERGY,
L.P.(Issuer)
**************************
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.
|
February
9, 2006
|
|
|
Date
|
|
/S/
RICHARD A. KAYNE
|
|
|
Richard
A. Kayne
|
KAYNE
ANDERSON CAPITAL ADVISORS, L.P.
|
By:
|
Kayne
Anderson Investment Management, Inc.
|
||
|
By:
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/S/
DAVID J. SHLADOVSKY
|
||
|
David
J. Shladovsky, Secretary
|
|||
PAGE
5 OF
8
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.
|
February
9, 2006
|
|
|
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
6 OF
8
United
States
Securities
and Exchange Commission
Schedule
13G
(cover
page)
INERGY,
L.P. (Issuer)
**************************
|
Box
9.
|
The
reported units are owned by investment accounts (investment limited
partnerships, a registered investment company and institutional accounts)
managed, with discretion to purchase or sell securities, by Kayne
Anderson
Capital Advisors, L.P., as a registered investment
adviser.
|
Kayne
Anderson Capital Advisors, L.P. is the general partner (or general partner
of
the general partner) of the limited partnerships and investment adviser to
the
other accounts. Richard A. Kayne is the controlling shareholder of the corporate
owner of Kayne Anderson Investment Management, Inc., the general partner of
Kayne Anderson Capital Advisors, L.P. Mr. Kayne is also a limited partner of
each of the limited partnerships and a shareholder of the registered investment
company. Kayne Anderson Capital Advisors, L.P. disclaims beneficial ownership
of
the units reported, except those units attributable to it by virtue of its
general partner interests in the limited partnerships. Mr. Kayne disclaims
beneficial ownership of the units reported, except those units held by him
or
attributable to him by virtue of his limited partnership interests in the
limited partnerships, his indirect interest in the interest of Kayne Anderson
Capital Advisors, L.P. in the limited partnerships, and his ownership of common
stock of the registered investment company.
PAGE
7 OF
8
UNDERTAKING
The
undersigned agree jointly to file the attached Statement of Beneficial Ownership
on Schedule 13G with the U.S. Securities Exchange Commission and Inergy, L.P.
|
Dated:
|
February
9, 2006
|
|
/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
8