Edgar Filing: TORTOISE ENERGY INFRASTRUCTURE CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 17, 2004

1933 ACT FILE NO. 333-

1940 ACT FILE NO. 811-21462

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-2

[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO.
[ ] POST-EFFECTIVE AMENDMENT NO.
and
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
[X] AMENDMENT NO. 15

TORTOISE ENERGY INFRASTRUCTURE CORPORATION
10801 MASTIN BOULEVARD, SUITE 222
OVERLAND PARK, KANSAS 66210
(913) 981-1020

AGENT FOR SERVICE

DAVID J. SCHULTE
10801 MASTIN BOULEVARD, SUITE 222
OVERLAND PARK, KANSAS 66210

COPIES OF COMMUNICATIONS TO:

DEBORAH BIELICKE EADES, ESQ JOHN R. SHORT, ESQ. RICHARD KRONTHAL, ESQ.
VEDDER, PRICE, KAUFMAN & BLACKWELL SANDERS PEPER MARTIN, LLP KAYE SCHOLER LLP
KAMMHOLZ, P.C. 720 OLIVE STREET 425 PARK AVENUE
222 NORTH LASALLE STREET ST. LOUIS, MISSOURI 63101 NEW YORK, NEW YORK 10022
CHICAGO, ILLINOIS 60601 (314) 345-6430 (212) 836-8039
(312) 609-7661

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement

If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]

It is proposed that this filing will become effective (check appropriate
box):

[ ] when declared effective pursuant to section 8(c).

[X] The form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BEING REGISTERED REGISTERED(1) PER UNIT PRICE REGISTRATION FEE(2)
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Common Stock........................ 336,380 $27.35 $9,200,000 $1,082.84
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(1) 263,254 shares of which may be purchased pursuant to an over-allotment
option granted by the Registrant to the underwriters.

(2) Transmitted to the designated lockbox of the Securities and Exchange
Commission at Mellon Bank in Pittsburgh, PA.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $0.001 per share, of Tortoise
Energy Infrastructure Corporation, a company organized under the laws of the
State of Maryland, pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. Part A and Part B to Pre-Effective Amendment No. 3 of the Registrant's
Registration Statement filed on December 15, 2004 (File Nos. 333-119784 and
811-21462), and declared effective on December 16, 2004 are incorporated into
this registration statement by reference. Any required consents are listed on an
Exhibit Index attached hereto and filed herewith.

PART C - OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

1. Financial Statements:

Incorporated by reference to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-2, filed on December 15, 2004 (File Nos.
333-119784 and 811-21462).

2. Exhibits:

a.1. Articles of Incorporation.(1)
a.2. Articles of Amendment and Restatement.(2)
a.3. Articles Supplementary.(5)
b.1. By-laws.(1)
b.2. Amended and Restated Bylaws.(2)
c. None.
d. Form of Common Stock Certificate.**
e. Terms and Conditions of the Dividend Reinvestment
Plan.(3)
f. Not applicable.
g.1. Investment Advisory Agreement with Tortoise Capital
Advisors, L.L.C.(3)
g.2. Reimbursement Agreement.(3)
h.1. Form of Underwriting Agreement.***
h.2. Form of Master Agreement Among Underwriters.***
h.3. Form of Master Selected Dealers Agreement.***
i. None.
j. Custody Agreement.(3)
k.1 Stock Transfer Agency Agreement.(2)
k.2 Administration Agreement.(3)
k.3 Fund Accounting Agreement.(3)
l. Opinion of Venable LLP*
m. Not applicable.
n.1. Consent of Auditors.*
n.2. Opinion of Blackwell Sanders Peper Martin, L.L.P.
related to tax matters.(4)
n.3. Opinion of Blackwell Sanders Peper Martin, L.L.P.
related to U.B.T.I. Tax Matters.(4)
o. Not applicable.
p. Subscription Agreement.(3)
q. None.
r.1 Amended Code of Ethics for the Registrant.**
r.2 Amended Code of Ethics for the Adviser.**
s. Powers of Attorney.(2)

* Filed herewith.

** Previously filed in Pre-Effective Amendment No. 1 to Registrant's
Registration Statement filed on November 24, 2004.

*** Previously filed in Pre-Effective Amendment No. 2 to Registrant's
Registration Statement filed on December 14, 2004.

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(3) Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-2, filed on June 28, 2004
(File Nos. 333-114545 and 811-21462).
(4) Incorporated by reference to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-2, filed on February 20,
2004 (File Nos. 333-110143 and 811-21462).
(5) Incorporated by reference to Registrant's Registration Statement on
Form N-2, filed on October 15, 2004 (File Nos. 333-119784 and
811-21462).

ITEM 25: MARKETING ARRANGEMENTS

Reference is made to the form of underwriting agreement for the
Registrant's common stock, previously filed in Pre-Effective Amendment No. 2 to
Registrant's Registration Statement filed on December 14, 2004.

ITEM 26: OTHER EXPENSES AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:

Securities and Exchange Commission Fees................. $ 27,000
NYSE Listing Fees....................................... 49,000
Directors' Fees and Expenses............................ 5,000
Printing (other than certificates)...................... 75,000
Accounting fees and expenses............................ 5,000
Legal fees and expenses................................. 375,000
NASD Fees............................................... 20,000
Miscellaneous........................................... 44,000
--------
Total................................................ $600,000
========

ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

None.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

As of October 31, 2004, the number of record holders of each class of
securities of the Registrant was:

TITLE OF CLASS NUMBER OF RECORD HOLDERS
----------------------------------------- ------------------------

Common Stock ($0.001 par value).......... 46
Preferred Stock (Liquidation Preference
$25,000 per share).................... 1
Long-term Debt ($110,000,000 aggregate
principal amount)..................... 1

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ITEM 29. INDEMNIFICATION

Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty which is
established by a final judgment as being material to the cause of action. The
Registrant's charter contains such a provision which eliminates directors' and
officers' liability to the maximum extent permitted by Maryland law.

The Registrant's charter authorizes it, to the maximum extent permitted by
Maryland law and the Investment Company Act of 1940, as amended (the "1940
Act"), to obligate itself to indemnify any present or former director or officer
or any individual who, while a director of the Registrant and at the request of
the Registrant, serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, officer, partner or trustee, from and against any
claim or liability to which that person may become subject or which that person
may incur by reason of his or her status as a present or former director or
officer of the Registrant and to pay or reimburse his or her reasonable expenses
in advance of final disposition of a proceeding. The Registrant's Bylaws
obligate it, to the maximum extent permitted by Maryland law and the 1940 Act,
to indemnify any present or former director or officer or any individual who,
while a director of the Registrant and at the request of the Registrant, serves
or has served another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise as a director,
officer, partner or trustee and who is made a party to the proceeding by reason
of his service in that capacity from and against any claim or liability to which
that person may become subject or which that person may incur by reason of his
or her status as a present or former director or officer of the Registrant and
to pay or reimburse his or her reasonable expenses in advance of final
disposition of a proceeding. The charter and Bylaws also permit the Registrant
to indemnify and advance expenses to any person who served as a predecessor of
the Registrant in any of the capacities described above and any employee or
agent of the Registrant or a predecessor of the Registrant.

Maryland law requires a corporation (unless its charter provides otherwise,
which the Registrant's charter does not) to indemnify a director or officer who
has been successful in the defense of any proceeding to which he is made a party
by reason of his service in that capacity. Maryland law permits a corporation to
indemnify its present and former directors and officers, among others, against
judgements, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse
judgement in a suit by or in the right of the corporation or for a judgement of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a
director or officer upon the corporation's receipt of (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the standard of conduct necessary for indemnification by the corporation and
(b) a written undertaking by him or her or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that
the standard of conduct was not met.

The provisions set forth above apply insofar as they are consistent with Section
17(h) of the 1940 Act, which prohibits indemnification of any director or
officer of the Registrant against any liability to the

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Registrant or its stockholders to which such director or officer otherwise would
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended ("1933 Act"), may be provided to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding or payment pursuant to any insurance policy)
is asserted against the Registrant by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The information in the statement of additional information under the
caption "Management of the Company -- Directors and Officers" is hereby
incorporated by reference.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

All such accounts, books, and other documents are maintained at the
offices of the Registrant, at the offices of the Registrant's investment
adviser, Tortoise Capital Advisors, L.L.C., 10801 Mastin Boulevard, Suite 222,
Overland Park, Kansas 66210, at the offices of the custodian, U.S. Bank National
Association, 425 Walnut Street, M.L. CN-OH-W6TC, Cincinnati, Ohio 45202, at the
offices of the transfer agent, Computershare Investor Services, LLC, Two North
LaSalle Street, Chicago, Illinois 60602, or at the offices of the administrator,
U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI 53202.

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

1. The Registrant undertakes to suspend the offering of shares
until the Prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten percent from
its net asset value as of the effective date of the registration statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the Prospectus.

2. Not applicable.

3. Not applicable.

4. Not applicable.

5. (a) For the purposes of determining any liability under the
1933 Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A

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and contained in the form of prospectus filed by the Registrant under Rule
497(h) under the 1933 Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the
1933 Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.

6. The Registrant undertakes to send by first class mail or other
means designed to ensure equally prominent delivery within two business days of
receipt of a written or oral request the Registrant's statement of additional
information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Overland Park and State of Kansas, on the 17th day
of December, 2004.

Tortoise Energy Infrastructure Corporation

By: /s/ David J. Schulte
--------------------------------------
David J. Schulte, President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ Terry C. Matlack* Director and Treasurer (Principal
------------------------------------
Terry C. Matlack Financial and Accounting Officer) December 17, 2004

/s/ Conrad S. Ciccotello* Director
------------------------------------
Conrad S. Ciccotello December 17, 2004

/s/ John R. Graham* Director
------------------------------------
John R. Graham December 17, 2004

/s/ Charles E. Heath* Director
------------------------------------
Charles E. Heath December 17, 2004

/s/ H. Kevin Birzer* Director
------------------------------------
H. Kevin Birzer December 17, 2004

/s/ David J. Schulte President and Chief Executive Officer
------------------------------------
David J. Schulte (Principal Executive Officer) December 17, 2004

* By David J. Schulte pursuant to power of attorney, filed on January 30, 2004
in connection with Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-2, filed on January 30, 2004 (File Nos. 333-110143 and
811-21462) and is hereby incorporated by reference.

EXHIBIT INDEX

a.1. Articles of Incorporation.(1)
a.2. Articles of Amendment and Restatement.(2)
a.3. Articles Supplementary.(5)
b.1. By-laws.(1)
b.2. Amended and Restated Bylaws.(2)
c. None.
d. Form of Common Stock Certificate.**
e. Terms and Conditions of the Dividend Reinvestment Plan.(3)
f. Not applicable.
g.1. Investment Advisory Agreement with Tortoise Capital Advisors,
L.L.C.(3)
g.2. Reimbursement Agreement.(3)
h.1. Form of Underwriting Agreement.***
h.2. Form of Master Agreement Among Underwriters.***
h.3. Form of Master Selected Dealers Agreement.***
i. None.
j. Custody Agreement.(3)
k.1 Stock Transfer Agency Agreement.(2)
k.2 Administration Agreement.(3)
k.3 Fund Accounting Agreement.(3)
l. Opinion of Venable LLP*
m. Not applicable.
n.1. Consent of Auditors.*
n.2. Opinion of Blackwell Sanders Peper Martin, L.L.P. related to
tax matters.(4)
n.3. Opinion of Blackwell Sanders Peper Martin, L.L.P. related to
U.B.T.I. Tax Matters.(4)
o. Not applicable.
p. Subscription Agreement.(3)
q. None.
r.1 Amended Code of Ethics for the Registrant.**
r.2 Amended Code of Ethics for the Adviser.**
s. Powers of Attorney.(2)

* Filed herewith.

** Previously filed in Pre-Effective Amendment No. 1 to Registrant's
Registration Statement filed on November 24, 2004.

*** Previously filed in Pre-Effective Amendment No. 2 to Registrant's
Registration Statement filed on December 14, 2004.

(1) Incorporated by reference to Registrant's Registration Statement on Form
N-2, filed on October 31, 2003 (File Nos. 333-110143 and 811-21462).
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-2, filed on January 30, 2004 (File Nos.
333-110143 and 811-21462).
(3) Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-2, filed on June 28, 2004 (File Nos.
333-114545 and 811-21462).
(4) Incorporated by reference to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-2, filed on February 20, 2004 (File Nos.
333-110143 and 811-21462).
(5) Incorporated by reference to Registrant's Registration Statement on Form
N-2, filed on October 15, 2004 (File Nos. 333-119784 and 811-21462).