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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.)
Martin Midstream Partners, L.P.
(Name of Issuer)
COMMON UNITS
(Title of Class of Securities)
573331105
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (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).
SEC 1745 (2-95) PAGE 1 OF 8
CUSIP NO. 573331105 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 - 124-34-0063
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
IS A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
---------------------------------------------------------------
6 SHARED VOTING POWER
NUMBER OF (A) 249,264
SHARES (B) 249,264
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
(A) 249,264
(B) 249,264
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A) 249,264
(B) 249,264
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A)5.90%
(B)5.90%
--------------------------------------------------------------------------------
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: Martin Midstream Partners, L.P.
(b) Address: 4200 Stone Road
Kilgore, TX 75662
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: 573331105
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 249,264
Richard A. Kayne 249,264
(b) Percent of Class: 5.90%
(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 249,264
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition of 249,264
PAGE 3 OF 8
United States
Securities and Exchange Commission
SCHEDULE 13G
Martin Midstream Partners, L.P. (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 [ ].
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
Martin Midstream Partners, 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, 2005
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 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, 2005
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)
Martin Midstream Partners, 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
Martin Midstream Partners, L.P.
Dated: February 9, 2005
/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