UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2007
EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 001-33016 | | 68-0629883 |
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| (State or other jurisdiction of | | Commission | | (I.R.S. Employer |
| incorporation or organization) | | File Number | | Identification No.) |
| | | | | |
| 16701 Greenspoint Park Drive, Suite 200 | | | | 77060 |
| Houston, Texas | | | | (Zip Code) |
| (Address of principal executive offices) | | | | |
| | | | |
(281) 408-1200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosures.
On November 15, 2007, the registrant filed a “free writing prospectus”, or “FWP”, with respect to a presentation given by the registrant at a business conference. The purpose of this Current Report on Form 8-K is to alert potential investors that the registrant is ineligible to use the FWP filed on November 15, 2007 under paragraph 1(iii) of the definition of ineligible issuer under Rule 405. No offers or sales can or will be made pursuant to that filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | EAGLE ROCK ENERGY PARTNERS, L.P.
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| | By: | Eagle Rock Energy GP, L.P., | |
| | | its general partner | |
| | | | |
| | By: | Eagle Rock Energy G&P, LLC, | |
| | | its general partner | |
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| Date: December 10, 2007 | By: | /s/ Joseph A. Mills | |
| | | Joseph A. Mills | |
| | | Chief Executive Officer | |
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