UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K/A
______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 2009
EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-33016 | 68-0629883 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
16701 Greenspoint Park Drive, Suite 200
Houston, Texas 77060
(Address of principal executive offices, including zip code)
(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:
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| □ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| □ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This amendment is being filed to add the conformed signature which was omitted from the original filing. The original filing was manually signed prior to filing.
Item 7.01 Regulation FD Disclosure.
On February 4, 2009, the Partnership issued a press release announcing its cash distribution for the quarter ended December 31, 2008. In the press release, the Partnership also disclosed that it would announce earnings for the quarter and the full year ended December 31, 2008, after the market closes on March 10, 2009, and will hold an earnings conference call at 9 a.m. CT (10 a.m. ET) on March 11, 2009.
A copy of the press release is attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached exhibit are deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
On February 4, 2009, the Partnership announced that it will pay a cash distribution of $0.41 per unit for the quarter ended December 31, 2008. The Partnership will pay this distribution on February 13, 2009 to its general partner and all of its common and subordinated unitholders of record as of the opening of business on February 10, 2009.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
| 99.1 | Press Release of Eagle Rock Energy Partners, L.P. dated February 4, 2009 (furnished under Item 7.01). |
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.
| EAGLE ROCK ENERGY PARTNERS, L.P. |
| By: | Eagle Rock Energy GP, L.P., its general partner | |
| By: | Eagle Rock Energy G&P, LLC, its general partner | |
| Date: February 4, 2009 | By: | /s/ Joseph A. Mills |
| Joseph A. Mills | ||
| Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. Description
| 99.1 | Press Release of Eagle Rock Energy Partners, L.P. dated February 4, 2009 (furnished under Item 7.01). |