================================================================================
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):
September 17, 2007 (September 15, 2007)
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 Commission (I.R.S. Employer
incorporation or organization) File Number Identification No.)
16701 Greenspoint Park Drive, Suite 200
Houston, Texas 77060
--------------------------------------- -----
(Address of principal executive offices) (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))
================================================================================
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 15, 2007, the Board of Directors (the "Board") of Eagle
Rock Energy G&P, LLC (the "Company"), the general partner of Eagle Rock Energy
GP, L.P., the general partner of Eagle Rock Energy Partners, L.P. (the
"Partnership"), appointed William A. Smith as an independent director to the
Board without receiving the approval of the sole member of the Company or the
limited partners of the Partnership. The appointment is to be effective
immediately. In connection with the appointment as an independent director of
the Company, Mr. Smith has been appointed by the Board to serve on the Audit
Committee, the Conflicts Committee and the Compensation Committee.
In connection with his appointment, and under the Partnership's 2006
Long-Term Incentive Plan, the Board approved the grant of 5,000 restricted
common units to Mr. Smith on September 15, 2007.
The press release issued on September 17, 2007, announcing the
appointment of Mr. Smith to the Board, is attached hereto as Exhibit 99.1.
The information in this Item 5.02 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.
Exhibit No. Description of Document
- --------------------------------------------------------------------------------
99.1 Press release dated September 17, 2007 announcing the
appointment of William A. Smith as an independent
director of the Board of Directors of Eagle Rock Energy
G&P, LLC
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: September 17, 2007 By: /s/ Joseph A. Mills
-----------------------------------------
Joseph A. Mills
Chief Executive Officer