<PAGE> 1
------------------------------
OMB APPROVAL
------------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response.......14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
XCL LTD.
-----------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------
(Title of Class of Securities)
983701103
-----------------------------------------
(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
<PAGE> 2
- ------------------------ -------------------------
CUSIP NO. 983701103 13G PAGE 2 OF 8 PAGES
- ------------------------ -------------------------
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A) KAIM NON-TRADITIONAL, L.P. -- 95-4486379
(B) RICHARD A. KAYNE -- ###-##-####
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF (A) 0
SHARES (B) 49,310
BENEFICIALLY --------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH (A) 4,702,172
REPORTING (B) 4,702,172
PERSON WITH --------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
(A) 0
(B) 49,310
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
(A) 4,702,172
(B) 4,702,172
---------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(A) 4,702,172
(B) 4,751,482
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 17.44%
(B) 17.63%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
(A) IA
(B) IN
---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 8
<PAGE> 3
United States
Securities and Exchange Commission
SCHEDULE 13G, AMENDMENT NO. 1
*********************
<TABLE>
<S> <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, 1800 Avenue of the Stars,
2nd Floor 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 3,608,312
Managed accounts 1,093,860
Richard A. Kayne 49,310
----------
TOTAL 4,751,482
(b) Percent of Class: 17.63%
</TABLE>
Page 3 of 8
<PAGE> 4
(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
See Page 2, Boxes 5-8
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(l).
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 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.
Page 4 of 8
<PAGE> 5
United States
Securities and Exchange Commission
SCHEDULE 13G, AMENDMENT NO. 1
XCL Ltd.
*********************
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 11, 1999
- ---------------------------------------
Date
/s/ RICHARD A. KAYNE
- ---------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
-----------------------------------
David J. Shladovsky, Secretary
PAGE 5 OF 8
<PAGE> 6
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 11, 1999
- ---------------------------------------
Date
/s/ RICHARD A. KAYNE
- ---------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
-----------------------------------
David J. Shladovsky, Secretary
Page 6 of 8
<PAGE> 7
United States
Securities and Exchange Commission
SCHEDULE 13G, AMENDMENT NO. 1
(cover page)
XCL Ltd.
*********************
Box 8. KAIM Non-Traditional, L.P. has shared voting and dispositive power
(with Richard A. Kayne) over its 4,751,482 shares, representing 17.63%
of the outstanding shares of the common stock of the issuer, which
include 144,401 shares which may be acquired within 60 days upon
exercise of warrants and 3,816,568 shares which may be acquired within
60 days upon conversion of preferred shares.
Box 9. The reported shares are owned by nine investment accounts (including
four investment limited partnerships, three 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
the limited partnerships. 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
<PAGE> 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 XCL
Ltd.
February 11, 1999
/s/ RICHARD A. KAYNE
- ---------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
-----------------------------------
David J. Shladovsky, Secretary
Page 8 of 8
