-----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, AUgURVU1TYf0KVX01aTFqMzXxcmA+AO3NKERoEyRSroin04b+HD82j4KOJ6+s+br v+MF2rgWI77dPIFlB65D5Q== 0000806085-07-000073.txt : 20070503 0000806085-07-000073.hdr.sgml : 20070503 20070503152107 ACCESSION NUMBER: 0000806085-07-000073 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070503 DATE AS OF CHANGE: 20070503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE ROCK ENERGY PARTNERS L P CENTRAL INDEX KEY: 0001364541 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 680629883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82185 FILM NUMBER: 07815190 BUSINESS ADDRESS: STREET 1: 16701 GREENSPOINT PARK DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 281-408-1200 MAIL ADDRESS: STREET 1: 16701 GREENSPOINT PARK DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: Eagle Rock Energy Partners, L.P. DATE OF NAME CHANGE: 20060531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13G 1 f07-05_0313geroc.txt EROC SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Eagle Rock Energy Partners LP (Name of Issuer) Common Units, representing limited partner interests (Title of Class of Securities) 26985R104 (CUSIP Number) May 3, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. .............................................................26985R104 1) Name of Reporting Person.......................Lehman Brothers Holdings Inc. S.S. or I.R.S. Identification No. of Above Person................13-3216325 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization...............................Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power................................................2,559,122 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................2,559,122 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....2,559,122 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................9.2%(1) 12) Type of Reporting Person.................................................HC (1) Based on 20,691,495 Common Units outstanding at March 30, 2007 as reported on Form 10-K filed by the Issuer on April 2, 2007 and 7,005,495 Common Units issued under the Common Unit Purchase Agreement dated March 30, 2007. CUSIP No. .............................................................26985R104 1) Name of Reporting Person................................Lehman Brothers Inc. S.S. or I.R.S. Identification No. of Above Person................13-2518466 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization...............................Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power................................................1,460,221 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................1,460,221 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....1,460,221 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................5.3%(1) 12) Type of Reporting Person.................................................BD (1) Based on 20,691,495 Common Units outstanding at March 30, 2007 as reported on Form 10-K filed by the Issuer on April 2, 2007 and 7,005,495 Common Units issued under the Common Unit Purchase Agreement dated March 30, 2007. CUSIP No. .............................................................26985R104 1) Name of Reporting Person.....................................LB I Group Inc. S.S. or I.R.S. Identification No. of Above Person................13-2741778 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization...............................Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power...................................................303,720 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power..............................................303,720 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person........303,720 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................1.1%(1) 12) Type of Reporting Person.................................................CO (1) Based on 20,691,495 Common Units outstanding at March 30, 2007 as reported on Form 10-K filed by the Issuer on April 2, 2007 and 7,005,495 Common Units issued under the Common Unit Purchase Agreement dated March 30, 2007. CUSIP No. .............................................................26985R104 1) Name of Reporting Person....................Lehman Brothers MLP Opportunity Associates LLC S.S. or I.R.S. Identification No. of Above Person................20-8727524 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization...............................Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power................................................1,098,901 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................1,098,901 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....1,098,901 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................4.0%(1) 12) Type of Reporting Person.................................................OO (1) Based on 20,691,495 Common Units outstanding at March 30, 2007 as reported on Form 10-K filed by the Issuer on April 2, 2007 and 7,005,495 Common Units issued under the Common Unit Purchase Agreement dated March 30, 2007. CUSIP No. .............................................................26985R104 1) Name of Reporting Person.....................Lehman Brothers MLP Opportunity Associates LP S.S. or I.R.S. Identification No. of Above Person................20-8727697 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization...............................Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power................................................1,098,901 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................1,098,901 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....1,098,901 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................4.0%(1) 12) Type of Reporting Person.................................................PN (1) Based on 20,691,495 Common Units outstanding at March 30, 2007 as reported on Form 10-K filed by the Issuer on April 2, 2007 and 7,005,495 Common Units issued under the Common Unit Purchase Agreement dated March 30, 2007. CUSIP No. .............................................................26985R104 1) Name of Reporting Person.....................Lehman Brothers MLP Opportunity Fund LP S.S. or I.R.S. Identification No. of Above Person................20-8727922 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization...............................Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power................................................1,098,901 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................1,098,901 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....1,098,901 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................4.0%(1) 12) Type of Reporting Person.................................................PN (1) Based on 20,691,495 Common Units outstanding at March 30, 2007 as reported on Form 10-K filed by the Issuer on April 2, 2007 and 7,005,495 Common Units issued under the Common Unit Purchase Agreement dated March 30, 2007. CUSIP No. .............................................................26985R104 1) Name of Reporting Person....................Lehman Brothers MLP Partners, LP S.S. or I.R.S. Identification No. of Above Person................20-4916839 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization...............................Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power...................................................303,720 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power..............................................303,720 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person........303,720 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................1.1%(1) 12) Type of Reporting Person.................................................PN (1) Based on 20,691,495 Common Units outstanding at March 30, 2007 as reported on Form 10-K filed by the Issuer on April 2, 2007 and 7,005,495 Common Units issued under the Common Unit Purchase Agreement dated March 30, 2007. Item 1(a). Name of Issuer: Eagle Rock Energy Partners LP Item 1(b). Address of Issuer's Principal Executive Offices: 14950 Heathrow Forest Parkway Suite 111 Houston, TX 77032 Item 2(a). Name of Person(s) Filing: Lehman Brothers Holdings Inc. Lehman Brothers Inc. LB I Group Inc. Lehman Brothers MLP Opportunity Associates LLC Lehman Brothers MLP Opportunity Associates LP Lehman Brothers MLP Opportunity Fund LP Lehman Brothers MLP Partners, LP Item 2(b). Address of Principal Business Office: Lehman Brothers Holdings Inc. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 LB I Group Inc. 745 Seventh Avenue New York, New York 10019 Lehman Brothers MLP Opportunity Associates LLC 745 Seventh Avenue New York, New York 10019 Lehman Brothers MLP Opportunity Associates LP 745 Seventh Avenue New York, New York 10019 Lehman Brothers MLP Opportunity Fund LP 745 Seventh Avenue New York, New York 10019 Lehman Brothers MLP Partners, LP 745 Seventh Avenue New York, New York 10019 Item 2(c). Citizenship or Place of Organization: Lehman Brothers Holdings Inc. ("Holdings") is a corporation organized under the laws of the State of Delaware. Lehman Brothers Inc. ("LBI") is a corporation organized under the laws of the State of Delaware. LB I Group Inc. ("LB I Group") is a corporation organized under the laws of the State of Delaware. Lehman Brothers MLP Opportunity Associates LLC ("LB MLP Assoc LLC") is a limited liability company formed under the laws of the State of Delaware. Lehman Brothers MLP Opportunity Associates LP ("LB MLP Assoc LP")is a limited partnership formed under the laws of the State of Delaware. Lehman Brothers MLP Opportunity Fund LP ("LB MLP Fund")is a limited partnership formed under the laws of the State of Delaware. Lehman Brothers MLP Partners, LP ("LB MLP")is a limited partnership formed under the laws of the State of Delaware. Item 2(d). Title of Class of Securities: Common Units Item 2(e). CUSIP Number: 26985R104 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] A broker or dealer under Section 15 of the 1934 Act (b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act (c) [ ] An insurance company as defined in Section 3(a)(19) of the 1934 Act (d) [ ] An investment company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from the definition of investment company under Section 3(c)(14)Of the Investment Company Act of 1940 (j) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J) Item 4. Ownership (a) Amount Beneficially Owned See Item 9 of cover page. (b) Percent of Class: See Item 11 of cover page. (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition (iv) shared power to dispose or to direct the disposition See Items 5-8 of cover page. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person LBI is the actual owner of 1,156,501 Common Units reported herein. LBI is a wholly-owned subsidiary of Holdings. Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the Common Units owned by LBI. LB MLP Fund is the actual owner of 1,098,901 Common Units reported herein. LB MLP Fund is wholly-owned by LB MLP Assoc LP which is wholly-owned by LB MLP Assoc LLC which is wholly-owned by Holdings. Under the rules and regulations of the Securities and Exchange Commission, LB MLP Assoc LP, LB MLP Assoc LLC and Holdings may be deemed to be the beneficial owners of the Common Units owned by LB MLP Fund. LB MLP is the actual owner of 303,720 Common Units reported herein. LB MLP is wholly-owned by LB I Group which is wholly- owned by LBI which is wholly-owned by Holdings. Under the rules and regulations of the Securities and Exchange Commission, LB I Group, LBI and Holdings may be deemed to be the beneficial owners of the Common Units owned by LB MLP. 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. [X] By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above 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. After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: May 3, 2007 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Vice President LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Senior Vice President LB I GROUP INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Associates LLC By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Associates LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Fund LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory LEHMAN BROTHERS MLP PARTNERS LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory EXHIBIT A - JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Dated: May 3, 2007 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Vice President LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Senior Vice President LB I GROUP INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Associates LLC By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Associates LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Fund LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory LEHMAN BROTHERS MLP PARTNERS LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----