- Securities Registration (section 12(b)) (8-A12B)
May 05 2011 - 6:15AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 5, 2011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KAYNE ANDERSON MLP INVESTMENT COMPANY
(Exact name of registrant as specified in its charter)
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Maryland
(State of incorporation or organization)
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56-2474626
(I.R.S. Employer Identification No.)
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717 Texas Avenue, Suite 3100
Houston, Texas 77002
(713) 493-2020
(Address of principal executive offices, including zip code)
Copies to:
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David J. Shladovsky, Esq.
KA Fund Advisors, LLC
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067
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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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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
Series D Mandatory Redeemable
Preferred Shares, $25.00 liquidation
preference per share
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Name of each exchange on which
each class is to be registered
New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of
the Exchange Act and is effective pursuant to General Instruction A.(c), please check the
following box
þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to General Instruction A.(d), please check the
following box
o
Securities Act registration statement file number to which this form relates: 333-165775
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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Item 1.
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Description of Registrants Securities to be Registered.
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The shares (the Shares) to be registered hereunder are shares of Series D Mandatory
Redeemable Preferred Shares, $25.00 liquidation preference per share, of Kayne Anderson MLP
Investment Company (the Registrant). A description of the Shares is contained under the heading
Description of Mandatory Redeemable Preferred Shares in
the prospectus supplement filed on May 5, 2011 (the Prospectus Supplement) with the U.S. Securities and Exchange Commission (the
Commission) pursuant to Rule 497 under the Securities Act of 1933, as amended (the Securities
Act), and such description is incorporated herein by reference. The Prospectus Supplement relates
to the Registrants Registration Statement on Form N-2, as amended, which was initially filed with
the Commission under the Securities Act and the Investment Company Act of 1940, as amended, on
March 29, 2010 (Registration Nos. 333-165775 and 811-21593, respectively).
1.
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The Registrants Articles of Amendment and Restatement (incorporated by reference from the
Registrants Pre-Effective Amendment No. 3 to its Registration Statement on Form N-2 (File Nos.
333-116479 and 811-21593) as filed with the Commission on September 1, 2004).
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2.
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The Registrants Articles Supplementary for Series A Mandatory Redeemable Preferred Stock
(incorporated by reference from the Registrants Pre-Effective Amendment No. 2 to its
Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the Commission on July
6, 2010).
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3.
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The Registrants Articles Supplementary for Series B Mandatory Redeemable Preferred Stock and
Series C Mandatory Redeemable Preferred Stock (incorporated by reference from the Registrants
Post-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593)
as filed with the Commission on February 14, 2011).
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4.
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The Registrants Articles Supplementary for Series D Mandatory Redeemable Preferred Stock
(incorporated by reference from the Registrants Post-Effective
Amendment No. 5 to its
Registration Statement on Form N-2 (File Nos. 333-165775 and
811-21593) as filed with the Commission on May 5, 2011).
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5.
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The Registrants Amended and Restated Bylaws (incorporated by reference from the Registrants
Pre-Effective Amendment No. 4 to its Registration Statement on Form N-2 (File Nos. 333-116479 and 811-21593)
as filed with the Commission on September 16, 2004).
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6.
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The Registrants Form of Common Stock Certificate (incorporated by reference from the
Registrants Registration Statement on Form N-2 (File Nos. 333-140488 and 811-21593) as filed with the
Securities and Exchange Commission on February 7, 2007).
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7.
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The Registrants Certificate of Appointment of American Stock Transfer & Trust Company
as Transfer Agent and Registrar for Senior D Mandatory Redeemable Preferred Stock
(incorporated by reference from the
Registrants
Post-Effective Amendment No. 5 to its Registration Statement on Form N-2 (File Nos. 333-165775 and 811-21593) as filed with the
Commission on May 5, 2011).
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8.
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The Registrants Form of Series D Mandatory Redeemable Preferred Stock Certificate
(incorporated by reference from the Registrants Post-Effective
Amendment No. 5 to its
Registration Statement on Form N-2 (File Nos. 333-165775 and
811-21593) as filed with the Commission on May 5, 2011).
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9.
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Form of Fitch Rating Guidelines (incorporated by reference from the Registrants
Pre-Effective Amendment No. 1 to its Registration
Statement on Form N-2 (File Nos. 333-165775) as filed with the Commission on May 24, 2010).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Date: May 5, 2011
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Kayne Anderson MLP Investment Company
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By:
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/s/ DAVID J. SHLADOVSKY
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Name:
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David J.Shladovsky
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Title:
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Chief Compliance Officer & Secretary
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