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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 1/05/04  K-Sea Transportation Partners LP  S-1/A                 13:569                                    Merrill Corp/New/- FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML  2,075K 
                          (General Form)                                         
 2: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML    331K 
 3: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML      9K 
 4: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML    238K 
 5: EX-4.1-2    Instrument Defining the Rights of Security Holders  HTML     72K 
 6: EX-10.1     Material Contract                                   HTML    738K 
 7: EX-10.2     Material Contract                                   HTML    139K 
 8: EX-10.3     Material Contract                                   HTML     86K 
 9: EX-10.4-2   Material Contract                                   HTML     58K 
10: EX-10.5     Material Contract                                   HTML     90K 
11: EX-10.6     Material Contract                                   HTML     82K 
12: EX-10.16    Material Contract                                   HTML    111K 
13: EX-23.1     Consent of Experts or Counsel                       HTML      8K 

As filed with the Securities and Exchange Commission on January 5, 2004.

Registration No. 333-107084

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

K-SEA TRANSPORTATION PARTNERS L.P.
(Exact name of registrant as specified in its charter)

3245 RICHMOND TERRACE
STATEN ISLAND, NEW YORK 10303
(718) 720-9306
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

TIMOTHY J. CASEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
K-SEA GENERAL PARTNER GP LLC
3245 RICHMOND TERRACE
STATEN ISLAND, NEW YORK 10303
(718) 720-9306
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o 

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o 

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE

(1)

Includes common units issuable upon exercise of the underwriters' over-allotment option.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

(3)

An aggregate of $7,489.32 of the registration fee was previously paid with the filings of the Registration Statement on July 16, 2003 and November 13, 2003.

                The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

K-Sea Transportation Partners L.P.

3,500,000 Common Units
Representing Limited Partner Interests

We are a partnership recently formed to provide refined petroleum product marine transportation, distribution and logistics services in the northeastern United States and the Gulf of Mexico. This is the initial public offering of our common units. We expect the initial public offering price to be between $21.50 and $23.50 per common unit. Holders of common units are entitled to receive distributions of available cash of $0.50 per quarter, or $2.00 on an annualized basis, before any distributions are paid on our subordinated units, to the extent we have sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to our general partner. The common units have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol "KSP."

We believe that conducting our operations through a publicly traded limited partnership will offer access to the public equity and debt capital markets, a lower cost of capital for further expansions and acquisitions, an enhanced ability to use our equity securities as consideration in future acquisitions and an overall lower effective income tax rate to our unitholders.

Investing in our common units involves risk. Please read "Risk Factors" beginning on page 18.

These risks include the following:

•

We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution following establishment of cash reserves and payment of fees and expenses, including payments to our general partner.



•

Our business would be adversely affected if we failed to comply with the Jones Act provisions on coastwise trade, or if those provisions were modified or repealed.



•

We must make substantial expenditures to maintain the operating capacity of our fleet, which will reduce our cash available for distribution.



•

A decline in demand for, and the level of consumption of, refined petroleum products, particularly in the East Coast and Gulf Coast regions, could cause demand for tank vessel capacity and charter rates to decline, which would decrease our revenues and profitability.



•

K-Sea General Partner L.P. and its affiliates have conflicts of interests and limited fiduciary duties, which may permit them to favor their own interests to the detriment of our unitholders.



•

Even if unitholders are dissatisfied, they cannot remove our general partner without its consent.



•

You will experience immediate and substantial dilution of $7.22 per common unit.



•

Our partnership agreement currently limits the ownership of our partnership interests by individuals or entities that are not U.S. citizens. This restriction could limit the liquidity of our common units.



•

You may be required to pay taxes on income from us even if you do not receive any cash distributions from us.

(1)

Includes structuring fees of an aggregate of $            .

We have granted the underwriters a 30-day option to purchase up to 525,000 common units on the same terms and conditions as set forth above to cover over-allotments of common units, if any. The net proceeds from any exercise of the underwriters' over-allotment option will be used to redeem an equal number of common units from an affiliate of our general partner.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers, on behalf of the underwriters, expects to deliver the common units on or about            , 2004.

LEHMAN BROTHERS                               UBS INVESTMENT BANK

                         , 2004

   
TABLE OF CONTENTS

i

ii

iii

iv

v

vi

        Until            , 2004 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common units, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

vii

   
PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements. The information presented in this prospectus assumes (1) an initial public offering price of $22.50 per common unit and (2) that the underwriters' over-allotment option is not exercised. You should read "—Summary of Risk Factors" beginning on page 3 and "Risk Factors" beginning on page 18 for information about important factors that you should consider before buying the common units. We include a glossary of some of the terms used in this prospectus in Appendix C.

   
K-Sea Transportation Partners L.P.

        We are a leading provider of refined petroleum product marine transportation, distribution and logistics services in the northeastern United States. Our fleet of 35 tank barges, 3 tankers and 18 tugboats serves a wide range of customers, including major oil companies, oil traders and refiners. With over two million barrels of capacity, we believe we own and operate the third-largest ocean-going tank barge fleet in the United States as measured by barrel-carrying capacity.

        Tank vessels, which include tank barges and tankers, are a critical link in the refined petroleum product distribution chain. Tank vessels transport gasoline, diesel fuel, heating oil, asphalt and other products from refineries and storage facilities to a variety of destinations, including other refineries, distribution terminals, power plants and ships. Although pipelines are a key component in the distribution chain, they do not reach all markets, may lack sufficient capacity to meet demand and are not capable of transporting all refined petroleum products. Trucks and rail cars are generally a less cost-effective means of transportation than tank vessels. Many areas along the East Coast have access to refined petroleum products only by using marine transportation as a link in their distribution chain.

        For the fiscal year ended June 30, 2003, our fleet transported approximately 100 million barrels of refined petroleum products for our customers, including BP, ChevronTexaco, ConocoPhillips and ExxonMobil. Our six largest customers in fiscal 2003 have been doing business with us for over 10 years on average. We do not assume ownership of any of the products we transport. During fiscal 2003 and the first quarter of fiscal 2004, we derived approximately 70% of our revenue from longer-term contracts that are generally for periods of one year or more.

        We have a high-quality, well-maintained fleet. Approximately 53% of our barrel-carrying capacity is double-hulled, as compared to an industry average of approximately 30% for all U.S.-flag coastwise and ocean-going tank vessels. By December 2004, we expect that approximately 72% of our barrel-carrying capacity will be double-hulled, after giving effect to the delivery of a new tank barge presently under construction, the completion of two current tank barge modification projects and the phase-out of three single-hull tank barges. Furthermore, after December 2004, we will be permitted to continue to operate our remaining single-hull tank vessels until January 1, 2015 in compliance with the Oil Pollution Act of 1990, or OPA 90, which mandates the phase-out of all single-hull tank vessels transporting petroleum and petroleum products in U.S. waters. All of our vessels operate under the U.S. flag, and all but three are qualified to transport cargo between U.S. ports under the Jones Act, the federal statutes that restrict foreign owners from operating in the U.S. marine transportation industry.

        We believe the following industry trends create a positive outlook for us:

•

Refined petroleum product consumption is rising. The Energy Information Administration projects that refined petroleum product consumption in the East Coast region of the United States will increase by an average of approximately 1.7% per year from 2004 to 2025. The demand for refined petroleum products in the East Coast region is currently higher than in any other region

1

of the United States. In 2002, the East Coast region consumed 5.9 million barrels of refined petroleum products per day, or 29.7% of the total average daily consumption in the United States.

•

OPA 90 is expected to reduce the domestic supply of tank vessels. Under OPA 90, approximately 27% of the current barrel-carrying capacity of the domestic tank vessel fleet must be retired or retrofitted between January 1, 2004 and January 1, 2007, and an additional approximately 38% must be retired or retrofitted at varying times between then and January 1, 2015. In the aggregate, OPA 90 mandates the retirement or retrofitting of approximately 17.9 million barrels of capacity between January 1, 2004 and January 1, 2007 and approximately 25.5 million barrels of capacity at varying times between then and January 1, 2015. At the present time, we believe approximately 8.4 million barrels of newbuild capacity are currently under contract for construction. We believe it takes approximately 12 to 24 months to design, contract for and construct a new tank vessel.



•

The domestic tank vessel industry is consolidating. Over the past decade, the domestic tank vessel industry has undergone meaningful consolidation through acquisitions and other arrangements among tank vessel owners. In addition, major integrated oil and gas companies, which comprise the majority of our customer base, continue to increase their focus on their core competencies, divesting tank vessel assets and outsourcing petroleum product transportation operations. The continuation of these trends would provide us with opportunities to acquire additional assets and add customers.



•

Customers are placing greater emphasis on environmental and safety concerns. Our customers are increasingly selective in their choice of tank vessel operators and place particular emphasis on strong environmental and safety records and operating performance.

        Since the founding of our predecessor company in 1959, we have played an increasingly significant role in the transportation of refined petroleum products in the northeastern United States. In April 1999, our predecessor company was acquired from its founders by members of its senior management team and a private equity investment group. Since April 1999, when the company ceased being a family-owned business, we have acquired 18 tank vessels in 9 separate transactions, significantly increased our market share and improved operating and financial performance. During the period from April 30, 1999 to September 30, 2003, we increased the total barrel-carrying capacity of our fleet, net of vessel sales and retirements, from approximately 1.1 million barrels to approximately 2.3 million barrels, while improving our cost structure and increasing the net utilization of the tank vessels we operate from 75% to 88%. For selected financial information regarding the period from April 30, 1999 to September 30, 2003, please read "Selected Historical and Pro Forma Financial and Operating Data" beginning on page 55.

        For the fiscal year ended June 30, 2003 and the three months ended September 30, 2003, on a pro forma basis for the initial public offering and related transactions, we generated total revenues of $87.7 million and $23.4 million, respectively, net income of $11.6 million and $3.0 million, respectively, and earnings before interest, taxes, depreciation, amortization and net (gain) loss on reduction of debt, or EBITDA, of $30.3 million and $7.7 million, respectively. Please read "—Summary Historical and Pro Forma Financial and Operating Data—Non-GAAP Financial Measures" beginning on page 16 for an explanation of EBITDA and a reconciliation of EBITDA to net income and net cash provided by operating activities.

2

Business Strategies

        Our primary business objective is to increase distributable cash flow per unit by executing the following strategies:

•

maintain safe, low-cost and efficient operations;



•

balance our fleet deployment between longer-term contracts and shorter-term business in an effort to provide stable cash flows through business cycles, while preserving flexibility to respond to changing market conditions;



•

maximize fleet utilization and improve productivity;



•

attract and maintain customers by adhering to high standards of performance, reliability and safety; and



•

expand our fleet through newbuildings and accretive and strategic acquisitions.

Competitive Strengths

        We believe we are well positioned to execute our business strategies successfully because of the following competitive strengths:

•

a large, versatile fleet that enables us to maximize utilization and provide comprehensive customer service;



•

a significant percentage of double-hull tank vessels in relation to the industry average, which should benefit us given the projected decrease in tank vessel capacity due to OPA 90;



•

a reputation for high standards of performance, reliability and safety, which fosters long-term customer relationships with major oil companies, oil traders and refiners;



•

a proven track record of successfully acquiring and integrating vessels and businesses;



•

the financial flexibility to pursue acquisitions and other expansion opportunities through the issuance of additional common units and borrowings under our new credit agreement; and



•

a management team with an average of over 20 years experience in the maritime transportation industry.

Summary of Risk Factors

        An investment in our common units involves risks associated with our business, our partnership structure and the tax characteristics of our common units. Those risks are described under the caption "Risk Factors" beginning on page 18 and include:

Risks Inherent in Our Business

•

We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution following establishment of cash reserves and payment of fees and expenses, including payments to our general partner.



•

The assumptions underlying the financial forecast we include in "Cash Available for Distribution—Forecasted Available Cash from Operating Surplus" are inherently uncertain and are subject to significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted.



•

Our business would be adversely affected if we failed to comply with the Jones Act provisions on coastwise trade, or if those provisions were modified or repealed.

3

•

We must make substantial expenditures to maintain the operating capacity of our fleet, which will reduce our cash available for distribution.



•

Our general partner is required to deduct from operating surplus each quarter estimated maintenance expenditures, which may result in less cash available to unitholders than if actual maintenance capital expenditures were deducted.



•

Capital expenditures and other costs necessary to operate and maintain a vessel vary depending on the age of the vessel and changes in governmental regulations, safety or other equipment standards.



•

A decline in demand for, and level of consumption of, refined petroleum products, particularly in the East Coast and Gulf Coast regions, could cause demand for tank vessel capacity and charter rates to decline, which would decrease our revenues and profitability.



•

Marine transportation is an inherently risky business.



•

Our insurance may not be adequate to cover our losses.



•

We rely on a limited number of customers for a significant portion of our revenues. The loss of any of these customers could adversely affect our business and operating results.

Risks Inherent in an Investment in Us

•

K-Sea General Partner L.P. and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to the detriment of our unitholders.



•

Even if unitholders are dissatisfied, they cannot remove our general partner without its consent.



•

Our general partner's discretion in establishing cash reserves may reduce the amount of cash available for distribution to you.



•

You will experience immediate and substantial dilution of $7.22 per common unit.



•

We may issue additional common units without your approval, which would dilute your ownership interests.



•

Our partnership agreement currently limits the ownership of our partnership interests by individuals or entities that are not U.S. citizens. This restriction could limit the liquidity of our common units.

Tax Risks

•

The IRS could treat us as a corporation for tax purposes, which would substantially reduce cash available for distribution to unitholders.



•

A successful IRS contest of the federal income tax positions we take may adversely impact the market for our common units, and the costs of any contest will be borne by us and, therefore, indirectly by our unitholders and our general partner.



•

You may be required to pay taxes on income from us even if you do not receive any cash distributions from us.



•

Tax gain or loss on the disposition of our common units could be different than expected.

4

   
The Transactions

General

        We have recently been formed as a Delaware limited partnership to own and operate the refined petroleum product marine transportation, distribution and logistics business currently conducted by K-Sea Transportation LLC, EW Holding Corp. and K-Sea Transportation Corp. At the closing of this offering, the following transactions will occur:

•

K-Sea Transportation LLC, EW Holding Corp. and K-Sea Transportation Corp. will contribute substantially all of their assets and liabilities to us or our subsidiaries in exchange for 665,000 common units and 4,165,000 subordinated units representing an aggregate 56.8% limited partner interest in us, a 2% general partner interest in us, and all of our incentive distribution rights, which entitle the general partner to increasing percentages of the cash we distribute in excess of $0.55 per unit per quarter.



•

We will issue 3,500,000 common units to the public in this offering, representing a 41.2% limited partner interest in us, and will use the proceeds to repay debt.



•

All of the employees of K-Sea Transportation LLC, EW Holding Corp. and K-Sea Transportation Corp. will become employees of K-Sea Transportation Inc., one of our subsidiaries.



•

K-Sea Operating Partnership L.P., one of our