Schedule 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment _____)*
Magellan Midstream Partners, L.P.
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(Name of Issuer)
Common Units
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(Title of Class of Securities)
559080106
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(CUSIP Number)
December 31, 2005
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(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).
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CUSIP No. 559080106 -
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Tortoise Capital Advisors, L.L.C. (22-3875939)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
(See Instructions)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------- ----- ----------------------------------------------
- 5 SOLE VOTING POWER
- 0
NUMBER OF - ----- ----------------------------------------------
SHARES - 6 SHARED VOTING POWER
BENEFICIALLY - 2,832,860 (see Item 4)
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 7 SOLE DISPOSITIVE POWER
PERSON - 0
WITH: - ----- ----------------------------------------------
- 8 SHARED DISPOSITIVE POWER
- 3,494,442 (see Item 4)
--------------------------- ----- ----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,494,442 (see Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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Item 1(a) Name of Issuer:
Magellan Midstream Partners, L.P.
Item 1(b) Address of Issuer's Principal Executive Offices:
One Williams Center, P.O. Box 22186, Tulsa, Oklahoma 74121-2186
Item 2(a) Name of Persons Filing:
This 13G is being filed by Tortoise Capital Advisors, L.L.C., a Delaware
limited liability company ("TCA").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The principal business address is 10801 Mastin Blvd., Suite 222, Overland
Park, Kansas 66210.
Item 2(c) Citizenship:
TCA is a Delaware limited liability company.
Item 2(d) Title of Class of Securities:
Common Units
Item 2(e) CUSIP Number:
559080106
Item 3 The Reporting Person is:
TCA is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
Item 4 Ownership:
TCA acts as an investment advisor to certain closed-end investment
companies registered under the Investment Company Act of 1940. TCA, by virtue of
investment advisory agreements with these investment companies, has all
investment and voting power over securities owned of record by these investment
companies. However, despite their delegation of investment and voting power to
TCA, these investment companies may be deemed to be the beneficial owners under
Rule 13d-3 of the Act, of the securities they own of record because they have
the right to acquire investment and voting power through termination of their
investment advisory agreement with TCA. Thus, TCA has reported that it shares
voting power and dispositive power over the securities owned of record by these
investment companies. 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. 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 any beneficial interest in such shares.
(a) Amount beneficially owned: 3,494,442*
(b) Percent of class: 5.7%
(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: 2,832,860
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
3,494,442*
*Includes 521,739 common units deemed beneficially owned pursuant to Rule
13d-3(d)(1)(i) as of December 31, 2005.
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:
The investment companies 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. 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 2, 2006
Tortoise Capital Advisors, L.L.C.
By: /s/ Terry Matlack
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Title: Managing Director