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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2007
EAGLE ROCK ENERGY PARTNERS, L.P.
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(Exact name of Registrant as specified in its charter)
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
Houston, Texas 77060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 408-1200
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(Former name, former address and former fiscal year,
if changed since last report)
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))
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Item 7.01. Other Items.
On January 31, 2007, the registrant issued a press release announcing
that it had filed a registration statement with the Securities and Exchange
Commission registering for resale common units held by certain pre-IPO private
equity investors, as required by their registration rights agreement, dated
March 27, 2006. The press release is filed with this Current Report as Exhibit
99.1 and is incorporated herein by this reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to liabilities of that Section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this
current report on Form 8-K:
99.1 Press Release dated January 31, 2007
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 1, 2007 By: /s/ Alex A. Bucher
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Alex A. Bucher
President and Chief Executive Officer
INDEX TO EXHIBITS
Item Exhibit
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99.1 Press Release dated January 31, 2007