OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response....15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PLAINS ALL AMERICAN PIPELINE, LP
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
726503105
--------------------------------------------------------------------------------
(CUSIP Number)
DAVID J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
(310) 556-2721
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
11-09-04
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (11-03)
CUSIP NO. 726503105
SCHEDULE 13D PAGE 2 OF 7 PAGES
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD A. KAYNE - 124-34-0063
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF PF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
A U.S. CITIZEN
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
11,530
SHARES -----------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
3,204,701
OWNED BY EACH -----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
11,530
PERSON -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
3,204,701
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,216,231
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
CUSIP NO. 726503105 SCHEDULE 13D PAGE 3 OF 7 PAGES
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF PF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
3,204,701
OWNED BY EACH -----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
3,204,701
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,204,701
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.11%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IA
--------------------------------------------------------------------------------
United States
Securities and Exchange Commission
SCHEDULE 13D
AMENDMENT NO.
*********************
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.10 par value.
Plains All American Pipeline, LP
333 Clay Street, Suite 1600
Houston, TX 77002
ITEM 2. IDENTITY AND BACKGROUND
The Reporting Persons include Kayne Anderson Capital Advisors, L.P. and Richard
A. Kayne.
a. KAYNE ANDERSON CAPITAL ADVISORS, L.P.
Kayne Anderson Capital Advisors, L.P. ("KACALP"), a California limited
partnership, is an investment adviser registered with the Securities
and Exchange Commission under the Investment Advisers Act of 1940. It
serves as sole general partner of and investment adviser to various
investment partnerships holding the issuer's Common Stock. KACALP also
serves as investment adviser to a small number of separate account
clients which hold the issuer's Common Stock.
Kayne Anderson Investment Management, Inc. ("KAIM"), a Nevada
corporation, is the sole general partner of KACALP. KAIM is owned by KA
Holdings, Inc. ("KA Holdings"), a California corporation, the
shareholders of which are Richard A. Kayne and John E. Anderson. The
principal business address of the Reporting Persons, KAIM and KA
Holdings is 1800 Avenue of the Stars, Second Floor, Los Angeles,
California 90067.
b. RICHARD A. KAYNE
Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM and KA Holdings.
Mr. Kayne also serves as Co-Management Chair and Chief Executive
Officer of Kayne Anderson Rudnick Investment Management, LLC, a
California limited liability company ("KARIM"), and President and
Director of KA Associates, Inc., a Nevada corporation ("KAA"). KARIM is
a registered investment adviser. KAA is a registered broker/dealer. The
principal business address of KARIM and KAA is 1800 Avenue of the
Stars, Second Floor, Los Angeles, CA 90067.
c. None of the Reporting Persons, KAIM or KA Holdings has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) in the past five years, nor has any of them been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such law during the last five years.
d. The following additional persons are officers and/or directors of one
or more of KAIM and KA Holdings. (KACALP, a limited partnership, does
not have any officers or directors.) Each such person is a U.S. citizen
whose address is, unless noted otherwise, 1800 Avenue of the Stars,
Second Floor, Los Angeles, California 90067. None of such persons has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) in the past five years, nor has any of them
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, which resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such law during the last five years.
JOHN E. ANDERSON. Chairman of Topa Equities, Ltd., a diversified
investment company located at 1800 Avenue of the
Stars, Suite 1400, Los Angeles, California 90067.
Mr. Anderson is Director of KAIM and KA Holdings.
HOWARD M. ZELIKOW. Vice President and Director of KAIM
ROBERT V. SINNOTT. Vice President of KAIM
RALPH C. WALTER. Chief Operating Officer of KAIM and KA Holdings.
DAVID J. SHLADOVSKY. General Counsel and Secretary of KAIM and KA
Holdings.
JOHN F. DALEY. Chief Financial Officer and Treasurer of KAIM and
KA Holdings.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 4. PURPOSE OF TRANSACTION
This Schedule 13D is filed for purposes of disclosing that the Reporting Persons
have acquired more than five percent of the Issuer's outstanding common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. Mr. Kayne beneficially owns 3,216,231 shares of the Common Stock, or
approximately 5.13% of the outstanding Common Stock. Of those shares, KACALP, as
general partner of or investment adviser to investment funds or accounts,
beneficially owns 3,204,701 shares of the Common Stock, or approximately 5.11%
of the outstanding Common Stock.
b. (i) Mr. Kayne has the sole power to vote and dispose, or direct the
disposition, of 11,530 shares of the Common Stock, and (ii) Mr. Kayne and KACALP
have the shared power to vote and dispose, or direct the disposition, of
3,204,701 shares of the Common Stock.
The shares over which Mr. Kayne has sole voting and dispositive power are held
by him directly or by accounts for which he serves as trustee or custodian. The
shares over which Mr. Kayne and KACALP have shared voting and dispositive power
are held by accounts for which KACALP serves as general partner or investment
adviser.
KACALP disclaims beneficial ownership of the shares reported, except those
shares attributable to it by virtue of its general partner interests in the
limited partnerships holding such shares. Mr. Kayne disclaims beneficial
ownership of the shares reported, except those shares held by him or
attributable to him by virtue of his limited partner interests in such limited
partnerships and by virtue of his indirect interest in the interest of KACALP in
such limited partnerships.
c. The following transactions in the Common Stock beneficially owned by the
Reporting Persons were effected in the last 60 days:
Common Stock Stock
Date Type # of shares Price Where/how transaction effected
-------- ---- ------------ ------ ------------------------------
11/09/04 buy 9,500 35.90 open market
d. Not applicable
e. Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
NOVEMBER 18, 2004
----------------------------------------------------------------
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
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.
/S/ Richard A. Kayne
---------------------------------------------------------
Richard A. Kayne
/S/ David J. Shladovsky
---------------------------------------------------------
Kayne Anderson Capital Advisors, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner