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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. ________________)*
XCL LTD.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
983701103
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(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).
PAGE 1 OF 8
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CUSIP NO. 983701103 SCHEDULE 13G PAGE 2 OF 8 PAGES
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(A) KAIM NON-TRADITIONAL, L.P. - 95-4486379
(B) RICHARD A. KAYNE - ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
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(5) SOLE VOTING POWER
(A) 0
NUMBER OF (B) 46,454
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY (A) 4,778,346
EACH (B) 4,778,346
REPORTING --------------------------------------------------------
PERSON WITH (7) SOLE DISPOSITIVE POWER
(A) 0
(B) 46,454
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(8) SHARED DISPOSITIVE POWER
(A) 4,778,346
(B) 4,778,346
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(A) 4,778,346
(B) 4,824,800
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 17.81%
(B) 17.98%
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(12) TYPE OF REPORTING PERSON*
(A) IA
(B) IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose or to direct the disposition of:
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
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 person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each
member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my 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.
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.
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Date
SEE ATTACHED
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Signature
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Name/Title
PAGE 3 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
XCL Ltd.
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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.
May 1, 1998
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Date
/s/ RICHARD A. KAYNE
- -----------------------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
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David J. Shladovsky, Secretary
PAGE 4 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
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<TABLE>
<S> <C> <C> <C>
Item 1. (a) Issuer: XCL Ltd.
(b) Address: 1100 Rue Jean Lafitte
Lafayette, Louisiana 70508
Item 2. (a) Filing Persons: KAIM Non-Traditional, L.P. Richard A. Kayne
(b) Addresses: 1800 Avenue of the Stars, 2nd Floor 1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067 Los Angeles, CA 90067
(c) Citizenship: KAIM Non-Traditional, L.P. is a California limited partnership
Richard A. Kayne is a U.S. Citizen
(d) Title of Class
of Services: Common Stock
(e) Cusip Number: 983701103
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) KAIM Non-Traditional, L.P. is an investment adviser registered under section 203 of the Investment Advisers
Act of 1940
Item 4. Ownership
(a) Amount Beneficially Owned:
Four investment limited partnerships 3,712,495
Managed accounts 1,065,851
Richard A. Kayne 46,454
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Total 4,824,800
(b) Percent of Class: 17.98%
</TABLE>
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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.
May 1, 1998
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Date
/s/ RICHARD A. KAYNE
- -----------------------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
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David J. Shladovsky, Secretary
PAGE 6 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
(cover page)
XCL Ltd.
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Box 8. KAIM Non-Traditional, L.P. has shared voting and dispositive power
(with Richard A. Kayne) over its 4,778,346 shares, representing
17.81% of the outstanding shares of the common stock of the issuer,
which include 408,787 shares which may be acquired within 60 days
upon exercise of warrants and 3,501,391 shares which may be acquired
within 60 days upon conversion of preferred shares.
Box 9. The reported shares are owned by ten investment accounts (including
four investment limited partnerships, four insurance companies and
an offshore corporation) managed, with discretion to purchase or
sell securities, by KAIM Non-Traditional, L.P., a registered
investment adviser.
KAIM Non-Traditional, L.P. is the sole or managing general partner
of three of the limited partnerships and a co-general partner of the
fourth. Richard A. Kayne is the controlling shareholder of the
corporate owner of Kayne Anderson Investment Management, Inc., the
sole general partner of KAIM Non-Traditional, L.P. Mr. Kayne is also
a limited partner of each of the limited partnerships. KAIM
Non-Traditional, L.P. is an investment manager of the offshore
corporation. Mr. Kayne is a director of one of the insurance
companies.
KAIM Non-Traditional, L.P. disclaims beneficial ownership of the
shares reported, except those shares attributable to it by virtue of
its general partner interests in the limited partnerships. Mr. Kayne
disclaims beneficial ownership of the shares reported, except those
shares held by him or attributable to him by virtue of his limited
and general partner interests in the limited partnerships and by
virtue of his indirect interest in the interest of KAIM
Non-Traditional, L.P. in the limited partnerships.
PAGE 7 OF 8
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UNDERTAKING
The undersigned agree jointly to file the attached Statement of Beneficial
Ownership on Schedule 13G with the U.S. Securities Exchange Commission and XCL
Ltd.
May 1, 1998
/s/ RICHARD A. KAYNE
- -----------------------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
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David J. Shladovsky, Secretary
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