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): April 14, 2008
ENCORE ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-33676 | | 20-8456807 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | |
777 Main Street, Suite 1400, Fort Worth, Texas
| | 76102 |
(Address of principal executive offices)
| | (Zip Code) |
Registrant’s telephone number, including area code:(817) 877-9955
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)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 14, 2008, the Board of Directors of Encore Energy Partners GP LLC (the “General Partner”), the general partner of Encore Energy Partners LP (the “Partnership”), amended the Partnership’s Second Amended and Restated Agreement of Limited Partnership (the “Amendment”), to be effective as of May 10, 2007. The Amendment, which is intended to simplify the preparation by the Partnership of annual federal income tax information reports to its unitholders on Schedule K-1, modifies the income and loss allocations (including allocations relating to the Partnership’s management incentive units) made between the General Partner and the Partnership’s unitholders after a follow-on offering of Partnership units. The General Partner has determined that the Amendment does not materially change the amount of net taxable income or loss allocated to the Partnership’s unitholders or adversely affect the limited partners (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
| | 3.1 | | Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP |
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 hereunto duly authorized.
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| | ENCORE ENERGY PARTNERS LP
| |
| | By: | Encore Energy Partners GP LLC, its general partner | |
| | | | |
| Date: April 18, 2008 | By: | /s/ Robert C. Reeves | |
| | | Robert C. Reeves | |
| | | Senior Vice President, Chief Financial Officer
and Treasurer | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Exhibit Description |
| | | |
| 3.1 | | Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP |
