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As filed with the Securities and Exchange Commission on
October 12, 2005
1933 Act File
No. 333-[ ]
1940 Act File No. 811-21593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
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(Mark One) |
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þREGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
o PRE-EFFECTIVE AMENDMENT
NO.
o POST-EFFECTIVE AMENDMENT
NO.
and
þ REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
þ AMENDMENT NO. 19 |
Kayne Anderson MLP Investment Company
(Exact Name of Registrant as Specified in Charter)
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code:
(310) 556-2721
David J. Shladovsky, Esq.
Kayne Anderson Capital Advisors, L.P.
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067
(Name and Address of Agent for Service)
Copies of Communications to:
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David A. Hearth, Esq.
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, California 94105-3441
(415) 856-7000 |
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John A. MacKinnon, Esq.
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300 |
Approximate Date of Proposed Public Offering: As soon as
practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this form will be
offered on a delayed or continuous basis in reliance on
Rule 415 under the Securities Act of 1933, other than
securities offered in connection with a dividend reinvestment
plan, check the following
box. o
It is proposed that this filing will become effective (check
appropriate
box): o when
declared effective pursuant to section 8(c).
þ immediately upon
filing pursuant to Rule 462(b). This Registration Statement
is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act. The
Securities Act registration statement number of the earlier
effective registration statement for the same offering is
333-123595.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF
1933
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Proposed |
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Proposed Maximum |
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Amount of |
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Amount Being |
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Maximum Offering |
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Aggregate Offering |
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Registration |
Title of Securities Being Registered |
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Registered(1) |
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Price Per Unit |
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Price(2) |
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Fee |
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Common Stock, $0.001 par value per share
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640,888 |
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$27.00 |
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$17,303,976 |
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$2,036.68 |
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(1) |
Includes shares which may be purchased pursuant to an
over-allotment option granted by the Registrant to the
Underwriters. |
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(2) |
Estimated pursuant to Rule 457 solely for the purpose of
determining the registration fee. |
KAYNE ANDERSON MLP INVESTMENT COMPANY (the
Registrant)
CONTENTS OF THE REGISTRATION STATEMENT
This registration statement of the Registrant contains the
following documents:
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Facing Sheet |
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Contents of the Registration Statement |
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Part A Prospectus* |
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Part B Statement of Additional Information of
the Registrant* |
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Part C Other Information |
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Signature Page |
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Exhibits |
*This Registration Statement is being filed to register
additional shares of Common Stock of the Registrant pursuant to
Rule 462(b) under the Securities Act of 1933, as amended.
The contents of the Registration Statement on Form N-2
relating to the same offering and all amendments thereto (File
Nos. 333-123595 and 811-21593), which was declared
effective on October 11, 2005, including the prospectus and
statement of additional information included therein and the
exhibits thereto are incorporated herein by reference.
KAYNE ANDERSON MLP INVESTMENT COMPANY
PART C Other Information
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Item 24. |
Financial Statements and Exhibits |
(1) Financial Statements: Incorporated by reference to
Registrants Registration Statement on Form N-2 (File
No. 333-123595)
(2) Exhibits
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(1) Articles of Incorporation* |
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(2) Articles of Amendment to the Articles of
Incorporation dated August 11, 2004.*** |
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(3) Articles of Amendment and Restatement |
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(4) Articles Supplementary |
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(b) |
(1) Bylaws of Registrant* |
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(2) Amended and Restated Bylaws of Registrant |
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(c) Voting Trust Agreement none. |
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(d) |
(1) Articles of Amendment and Restatement. |
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(2) Amended and Restated Bylaws of Registrant |
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(e) Form of Dividend Reinvestment Plan |
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(f) Long-Term Debt Instruments none. |
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(g) Form of Investment Management Agreement between
Registrant and Kayne Anderson Capital Advisors, L.P. |
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(h) |
(1) Form of Underwriting
Agreement |
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(2) Form of Master Agreement Among Underwriters
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(3) Form of Master Selected Dealer Agreement
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(i) Bonus, Profit Sharing, Pension Plans not
applicable. |
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(j) Form of Custody Agreement. |
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(k) Other Material Contracts |
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(1) Administrative Services Agreement |
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(2) Transfer Agency Agreement |
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(3) Accounting Services Agreement |
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(l) Opinion and Consent of Venable LLP filed
herewith |
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(m) Non-Resident Officers/ Directors none. |
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(n) Other Opinions and Consents consent of
independent registered public accounting firm filed
herewith. |
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(o) Omitted Financial Statements none. |
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(p) Subscription Agreement none. |
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(q) Model Retirement Plans none. |
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(r) Code of Ethics |
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(1) Code of Ethics of Registrant. |
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(2) Code of Ethics of Kayne Anderson Capital Advisors,
L.P. |
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(s) (1) |
Power of Attorney for Ms. Costin and Messrs. Good,
Quinn and McCarthy dated July 12, 2004.** |
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(2) |
Power of Attorney for Mr. Isenberg dated June 15,
2005. |
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(3) |
Power of Attorney for Mr. Walter dated August 19,
2005. |
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* |
Previously filed as an exhibit to Registrants Registration
Statement on Form N-2 (File No. 333-116479) as filed
with the Securities and Exchange Commission on June 15,
2004 and incorporated herein by reference. |
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** |
Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 1 to its Registration Statement
on Form N-2 (File No. 333-116479) as filed with the
Securities and Exchange Commission on August 13, 2004 and
incorporated herein by reference. |
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*** |
Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 2 to its Registration Statement
on Form N-2 (File No. 333-116479) as filed with the
Securities and Exchange Commission on August 25, 2004 and
incorporated herein by reference. |
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Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 3 to its Registration Statement
on Form N-2 (File No. 333-116479) as filed with the
Securities and Exchange Commission on September 1, 2004 and
incorporated herein by reference. |
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Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 4 to its Registration Statement
on Form N-2 (File No. 333-116479) as filed with the
Securities and Exchange Commission on September 16, 2004
and incorporated herein by reference. |
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Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 5 to its Registration Statement
on Form N-2 (File No. 333-116479) as filed with the
Securities and Exchange Commission on September 27, 2004
and incorporated herein by reference. |
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Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 2 to its Registration Statement
on Form N-2 (File No. 333-122380) as filed with the
Securities and Exchange Commission on March 30, 2005 and
incorporated herein by reference. |
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Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 2 to its Registration Statement
on Form N-2 (File No. 333-123595) as filed with the
Securities and Exchange Commission on August 22, 2005 and
incorporated herein by reference. |
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Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 4 to its Registration Statement
on Form N-2 (File No. 333-123595) as filed with the
Securities and Exchange Commission on October 5, 2005 and
incorporated herein by reference. |
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Item 25. |
Marketing Arrangements Reference is made to
the form of underwriting agreement previously filed in
Pre-Effective Amendment No. 4 to the Registrants
Registration Statement filed October 5, 2005
(File No. 333-123595). |
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Item 26. |
Other Expenses of Issuance and Distribution |
The following table sets forth the estimated expenses to be
incurred in connection with the offering described in this
Registration Statement:
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Securities and Exchange Commission Fees
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11,149 |
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Printing and Engraving Expenses
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$ |
100,000 |
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Legal Fees
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$ |
150,000 |
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Marketing Expenses
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$ |
10,000 |
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Accounting Expenses
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$ |
25,000 |
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Transfer Agent Fees
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$ |
3,500 |
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Miscellaneous Expenses
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$ |
23,851 |
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Total
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323,500 |
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Item 27. |
Persons Controlled by or Under Common Control with
Registrant none. |
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Item 28. |
Number of Holders of Securities as of August 31,
2005 |
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Title of Class |
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Number of Record Holders |
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Common Stock, $0.001 par value per share
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30 |
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Item 29. |
Indemnification. |
Maryland law permits a Maryland corporation to include in its
charter a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money
damages except for liability resulting from (a) actual
receipt of an improper benefit or profit in money, property or
services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause
of action. The Registrants charter contains such a
provision which eliminates directors and officers
liability to the maximum extent permitted by Maryland law,
subject to the requirements of the 1940 Act.
The Registrants charter authorizes the Registrant, to the
maximum extent permitted by Maryland law and subject to the
requirements of the 1940 Act, to obligate itself to indemnify
any present or former director or officer or any individual who,
while a director or officer of the Registrant and at its
request, serves or has served another corporation, real estate
investment trust, partnership, joint venture, trust, employee
benefit plan or other enterprise as a director, officer, partner
or trustee from and against any claim or liability to which that
person may become subject or which that person may incur by
reason of his or her service in any such capacity and to pay or
reimburse their reasonable expenses in advance of final
disposition of a proceeding. The Registrants bylaws
obligate the Registrant, to the maximum extent permitted by
Maryland law and subject to the requirements of the 1940 Act, to
indemnify any present or former director or officer or any
individual who, while a director or officer of the Registrant
and at its request, serves or has served another corporation,
real estate investment trust, partnership, joint venture, trust,
employee benefit plan or other enterprise as a director,
officer, partner or trustee and who is made, or threatened to be
made, a party to the proceeding by reason of his or her service
in any such capacity from and against any claim or liability to
which that person may become subject or which that person may
incur by reason of his or her service in any such capacity and
to pay or reimburse their reasonable expenses in advance of
final disposition of a proceeding. The charter and bylaws also
permit the Registrant to indemnify and advance expenses to any
person who served a predecessor of the Registrant in any of the
capacities described above and any of the Registrants
employees or agents or any employees or agents of its
predecessor. In accordance with the 1940 Act, the Registrant
will not indemnify any person for any liability to which such
person would be subject by reason of such persons willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.
Maryland law requires a corporation (unless its charter provides
otherwise, which the Registrants charter does not) to
indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which
he or she is made, or threatened to be made, a party by reason
of his or her service in that capacity. Maryland law permits a
corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made, or
threatened to be made, a party by reason of their service in
those or other capacities unless it is established that
(a) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and
(1) was committed in bad faith or (2) was the result
of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, under
Maryland law, a Maryland corporation may not indemnify for an
adverse judgment in a suit by or in the right of the corporation
or for a judgment of liability on the basis that a personal
benefit was improperly received, unless in either case a court
orders indemnification, and then only for expenses. In addition,
Maryland law permits a corporation to advance reasonable
expenses to a director or officer upon the corporations
receipt of (a) a written affirmation by the director or
officer of his or her good faith belief that he or she has met
the standard of conduct necessary for indemnification by the
corporation and (b) a written undertaking by him or her or
on his or her behalf to repay the amount paid or reimbursed by
the corporation if it is ultimately determined that the standard
of conduct was not met.
Insofar as indemnification for liability arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant
in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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Item 30. |
Business and Other Connections of Investment
Adviser. |
Kayne Anderson Capital Advisors, L.P. (the Adviser)
will serve as the Registrants investment adviser. Certain
of the officers of the Adviser also serve as officers and/or
directors for Kayne Anderson Energy Total Return Fund, Inc. and
Kayne Anderson Rudnick Investment Management, LLC, affiliates of
the Adviser.
Part B and Schedules A and D of Form ADV of the
Adviser (SEC File No. 801-46991) incorporated herein by
reference, set forth the officers of the Adviser and information
as to any business, profession, vocation or employment of a
substantial nature engaged in by those officers during the past
two years.
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Item 31. |
Location of Accounts and Records. |
The accounts, books or other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940, as
amended, and the rules promulgated thereunder, are kept by the
Registrant or its custodian, transfer agent, administrator and
fund accountant.
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Item 32. |
Management Services not applicable. |
(1) Registrant undertakes to suspend the offering of its
common stock until it amends the prospectus filed herewith if
(1) subsequent to the effective date of its registration
statement, the net asset value of the Company declines more than
10 percent from its net asset value of the Company as of
the effective date of the registration statement, or
(2) the net asset value of the Company increases to an
amount greater than its net proceeds as stated in the prospectus.
(2) Not Applicable.
(3) Not Applicable.
(4) Not Applicable.
(5) Registrant undertakes that:
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(a) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant under Rule 497(h) under
the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared
effective; and |
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(b) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of the securities at that time shall
be deemed to be the initial bona fide offering thereof. |
(6) The Registrant undertakes to send by first class mail
or other means designed to ensure equally prompt delivery,
within two business days of receipt of a written or oral
request, any Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, and the State of
California, on the 12th day of October, 2005.
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Kayne Anderson MLP
Investment Company
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By: |
/s/ Kevin S. McCarthy*
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Kevin S. McCarthy |
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Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
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Signature |
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Title |
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Date |
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/s/ Kevin S. McCarthy*
Kevin
S. McCarthy |
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Chairman and Chief Executive Officer |
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October 12, 2005 |
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/s/ Ralph Collins
Walter
Ralph
Collins Walter |
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Treasurer and Chief Financial Officer |
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October 12, 2005 |
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/s/ Anne K. Costin*
Anne
K. Costin |
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Director |
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October 12, 2005 |
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/s/ Steven C. Good*
Steven
C. Good |
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Director |
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October 12, 2005 |
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/s/ Terrence J. Quinn*
Terrence
J. Quinn |
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Director |
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October 12, 2005 |
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/s/ Gerald I. Isenberg*
Gerald
I. Isenberg |
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Director |
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October 12, 2005 |
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*By: /s/ David A.
Hearth
David
Hearth, Attorney-in-Fact
(Pursuant to Power of Attorney previously filed) |
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