-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJi6Fits1Awmw/klq5uuqP7TUpmTzDLwys8RWDeyQy5dmq1/AqZrIXFhrXXIvUgx sP5Q5w0R3acO2Aae0XK4MQ== 0000922907-07-000151.txt : 20070213 0000922907-07-000151.hdr.sgml : 20070213 20070213144222 ACCESSION NUMBER: 0000922907-07-000151 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: TORTOISE ENERGY CAPITAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSSTEX ENERGY LP CENTRAL INDEX KEY: 0001179060 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 161616605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78878 FILM NUMBER: 07608670 MAIL ADDRESS: STREET 1: 2501 CEDAR SPRINGS STREET 2: STE 600 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TORTOISE CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001280965 IRS NUMBER: 223875939 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 233 WEST 47TH STREET CITY: OLVERLAND PARK STATE: KS ZIP: 66212 SC 13G/A 1 sch13ga_020907.htm SC 13G/A 

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                              (Amendment No. One)*

                              Crosstex Energy, L.P.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Units
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    22765U102
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2006
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [X] Rule 13d-1(b)
         [ ] Rule 13d-1(c)
         [ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).







- ----------------------------
CUSIP No.  22765U102       -  13G/A                            Page 2 of 7 Pages
- ----------------------------

- ---------- ---------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
           Tortoise Capital Advisors, L.L.C. (22-3875939)
- ---------- ---------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (a) [   ]
           (b) [ X ]
           (See Instructions)
- ---------- ---------------------------------------------------------------------
    3      SEC USE ONLY

- ---------- ---------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION
           Delaware
- --------------------------- ----- ----------------------------------------------
                          -   5    SOLE VOTING POWER
                          -        0
      NUMBER OF           - ----- ----------------------------------------------
       SHARES             -   6    SHARED VOTING POWER
    BENEFICIALLY          -        1,584,925 (see Item 4)
    OWNED BY EACH         - ----- ----------------------------------------------
      REPORTING           -   7    SOLE DISPOSITIVE POWER
       PERSON             -        0
        WITH:             - ----- ----------------------------------------------
                          -   8    SHARED DISPOSITIVE POWER
                          -        1,612,760 (see Item 4)
- --------------------------- ----- ----------------------------------------------
   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           1,612,760 (see Item 4)
- ---------- ---------------------------------------------------------------------
   10      CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
           SHARES (See Instructions)
           Not Applicable
- ---------- ---------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
           8.2%
- ---------- ---------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
           IA
- ---------- ---------------------------------------------------------------------





- ----------------------------
CUSIP No.  22765U102       -  13G/A                            Page 3 of 7 Pages
- ----------------------------

- ---------- ---------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
           Tortoise Energy Capital Corporation (20-2721018)
- ---------- ---------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (a) [   ]
           (b) [ X ]
           (See Instructions)
- ---------- ---------------------------------------------------------------------
    3      SEC USE ONLY

- ---------- ---------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION
           Maryland
- --------------------------- ----- ----------------------------------------------
                          -   5    SOLE VOTING POWER
                          -        0
      NUMBER OF           - ----- ----------------------------------------------
       SHARES             -   6    SHARED VOTING POWER
    BENEFICIALLY          -        1,269,913 (see Item 4)
    OWNED BY EACH         - ----- ----------------------------------------------
      REPORTING           -   7    SOLE DISPOSITIVE POWER
       PERSON             -        0
        WITH:             - ----- ----------------------------------------------
                          -   8    SHARED DISPOSITIVE POWER
                          -        1,269,913 (see Item 4)
- --------------------------- ----- ----------------------------------------------
   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           1,269,913 (see Item 4)
- ---------- ---------------------------------------------------------------------
   10      CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
           SHARES (See Instructions)
           Not Applicable
- ---------- ---------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
           6.5%
- ---------- ---------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
           IV
- ---------- ---------------------------------------------------------------------





                                                               Page 4 of 7 Pages
Item 1(a)  Name of Issuer:

     Crosstex Energy, L.P.

Item 1(b)  Address of Issuer's Principal Executive Offices:

     2501 Cedar Springs, Dallas, TX 75201

Item 2(a)  Name of Persons Filing:

     This 13G is being jointly filed by Tortoise  Capital  Advisors,  L.L.C.,  a
Delaware  limited  liability  company  ("TCA"),   and  Tortoise  Energy  Capital
Corporation, a Maryland corporation ("TYY").

     TCA and TYY have entered into an  Agreement  Regarding  Joint Filing of 13G
dated  February  12, 2007 (the  "Agreement")  pursuant to which TCA and TYY have
agreed  to file this 13G  jointly  in  accordance  with the  provisions  of Rule
13d-1(k)(1)  of the Securities  Exchange Act of 1934, as amended (the "Act").  A
copy of the Agreement is attached hereto as Exhibit A.

Item 2(b)  Address of Principal Business Office or, if None, Residence:

     The principal  business  address of both TCA and TYY is 10801 Mastin Blvd.,
Suite 222, Overland Park, Kansas 66210.

Item 2(c)  Citizenship:

     TCA  is a  Delaware  limited  liability  company  and  TYY  is  a  Maryland
corporation.

Item 2(d)  Title of Class of Securities:

     Common Units

Item 2(e)  CUSIP Number:

     22765U102

Item 3  The Reporting Person is:

     TCA is an investment adviser in accordance with ss.  240.13d-1(b)(1)(ii)(E)
and TYY is an investment  company  registered  under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).

Item 4  Ownership:

     TCA  acts  as  an  investment  advisor  to  certain  closed-end  investment
companies  registered under the Investment  Company Act of 1940,  including TYY.
TCA,  by  virtue  of  investment   advisory  agreements  with  these  investment
companies,  has all investment and voting power over securities  owned of record
by these investment companies.  However,  despite their delegation of investment
and voting  power to TCA,  these  investment  companies  may be deemed to be the
beneficial  owner  under Rule 13d-3 of the Act,  of the  securities  they own of
record  because  they have the right to  acquire  investment  and  voting  power
through  termination of their investment  advisory agreement with TCA. Thus, TCA
has  reported  that it  shares  voting  power  and  dispositive  power  over the
securities owned of record by these investment  companies,  and TYY has reported
that it shares voting power and dispositive  power over the securities  owned of
record by it. TCA also acts as





                                                               Page 5 of 7 Pages

an investment advisor to certain managed accounts.  Under contractual agreements
with individual account holders, TCA, with respect to the securities held in the
managed  accounts,  shares  investment  and voting  power with  certain  account
holders,  and has no voting power but shares investment power with certain other
account  holders.  TCA may be  deemed  the  beneficial  owner of the  securities
covered by this  statement  under Rule 13d-3 of the Act. None of the  securities
listed  below  are  owned of record by TCA,  and TCA  disclaims  any  beneficial
interest in such securities.

A.  Tortoise Capital Advisors

         (a) Amount beneficially owned: 1,612,760

         (b) Percent of class: 8.2%

         (c) Number of shares as to which the person has:

              (i)   Sole power to vote or to direct the vote: 0

              (ii)  Shared power to vote or direct the vote: 1,584,925

              (iii) Sole power to dispose or to direct the disposition of: 0

              (iv)  Shared  power to dispose or to direct  the  disposition  of:
                    1,612,760

B.   Tortoise Energy Capital Corporation

         (a) Amount beneficially owned: 1,269,913

         (b) Percent of class: 6.5%

         (c) Number of shares as to which the person has:

              (i)   Sole power to vote or to direct the vote: 0

              (ii)  Shared power to vote or direct the vote: 1,269,913

              (iii) Sole power to dispose or to direct the disposition of: 0

              (iv)  Shared  power to dispose or to direct  the  disposition  of:
                    1,269,913

Item 5  Ownership of Five Percent or Less of a Class:

     Not Applicable

Item 6  Ownership of More than Five Percent on Behalf of Another Person:

     The investment companies and the managed accounts discussed in Item 4 above
have the right to receive all dividends from, and the proceeds from the sale of,
the securities held in their respective  accounts.  Except for TYY, the interest
of any one such person does not exceed 5% of the class of securities.





                                                               Page 6 of 7 Pages

Item 7  Identification  and  Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company:

     Not Applicable

Item 8  Identification and Classification of Members of the Group:

     Not Applicable

Item 9  Notice of Dissolution of Group:

     Not Applicable

Item 10  Certification:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business  and were not acquired and are not held for the purpose of or
with the effect of  changing  or  influencing  the  control of the issuer of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.

                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:  February 12, 2007

                                         Tortoise Capital Advisors, L.L.C.


                                         By:  /s/ Terry Matlack
                                             -----------------------------------
                                         Title:  Managing Director


                                         Tortoise Energy Capital Corporation


                                         By:  /s/ Terry Matlack
                                             -----------------------------------
                                         Title:  Chief Financial Officer



                                                               Page 7 of 7 Pages

                                                                       Exhibit A

              AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

     In  accordance  with Rule 13d-1 (k) under the  Securities  Exchange  Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including  amendments thereto) with respect
to the Common  Units of  Crosstex  Energy,  L.P.,  and  further  agree that this
agreement be included as an exhibit to such filings.

     In evidence  whereof,  the  undersigned  have caused this  Agreement  to be
executed on their behalf this 12th day of February, 2007.



                                           Tortoise Capital Advisors, L.L.C.


                                           By:  /s/ Terry Matlack
                                               ---------------------------------
                                           Title:  Managing Director


                                           Tortoise Energy Capital Corporation


                                           By:  /s/ Terry Matlack
                                               ---------------------------------
                                           Title:  Chief Financial Officer
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