-----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, UW3n7n3moAX/ivMwTjxwqa2mUN+pglJNj2I8bCaVD1HaYhEH2qF2KzlcImQGyk2q 0xFCyV6A9GBlqZNGk9Qt3g== 0000922907-06-000155.txt : 20060210 0000922907-06-000155.hdr.sgml : 20060210 20060210164631 ACCESSION NUMBER: 0000922907-06-000155 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: TORTOISE ENERGY INFRASTRUCTURE CORPORATION 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/A MAIL ADDRESS: STREET 1: 233 WEST 47TH STREET CITY: OLVERLAND PARK STATE: KS ZIP: 66212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INERGY L P CENTRAL INDEX KEY: 0001136352 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 431918951 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80425 FILM NUMBER: 06599280 BUSINESS ADDRESS: STREET 1: TWO BRUSH CREEK STREET 2: SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: 8168428181 SC 13G/A 1 sch13ga_020806.htm SC 13G/A Schedule 13G/A for Inergy, L.P. 


                       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
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