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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): March 8, 2005
CROSSTEX ENERGY, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 000-50067 16-1616605
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
2501 CEDAR SPRINGS, SUITE 600
DALLAS, TEXAS 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 953-9500
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(Former name or former address, 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 8, 2005, the Registrant issued a press release announcing its
financial results for the fourth quarter ended December 31, 2004 and the fiscal
year ended December 31, 2004. A copy of the press release (the "Press Release")
was furnished as an exhibit to our Current Report on Form 8-K filed on March 8,
2005.
As announced in the Press Release, the Registrant held its quarterly
conference call to discuss fourth quarter results on March 8, 2005 at 10:00 a.m.
Central Time. The call is available for replay for 30 days by dialing
888-286-8010, passcode 76714886. A replay of the broadcast is also available on
the investor information page of the Registrant's web site at
http://www.crosstexenergy.com. A copy of the transcript of the conference call
is furnished as Exhibit 99.1 to this Current Report. During the conference call
the Registrant discussed Distributable Cash Flow, which is a non-generally
accepted accounting principle financial measure. The Press Release also
contained a discussion of this measure. A reconciliation of Distributable Cash
Flow to net income is contained in the Press Release which was furnished an
exhibit to our Current Report on Form 8-K filed on March 8, 2005.
The content of the Registrant's web site is not incorporated by
reference into this filing. In accordance with General Instruction B.2 of Form
8-K, the information set forth in this Item 2.02 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 (the "Exchange
Act").
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information
set forth in the attached exhibit are deemed to be furnished and shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act.
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Conference Call Transcript dated March 8, 2005
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SIGNATURES
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.
CROSSTEX ENERGY, L.P.
By: Crosstex Energy GP, L.P., its General Partner
By: Crosstex Energy GP, LLC, its General Partner
Date: March 10, 2005 By: /s/ William W. Davis
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William W. Davis
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Conference Call Transcript dated March 8, 2005
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