form8k.htm
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): August 28, 2008 (April 7,
2008)
REGENCY
ENERGY PARTNERS LP
(Exact
name of registrant as specified in its charter)
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DELAWARE
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000-51757
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16-1731691
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1700
Pacific, Suite 2900
Dallas,
Texas 75201
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code
(214) 750-1771
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 7, 2008, Regency GP LP (the “General Partner”), the general partner of
Regency Energy Partners LP (the “Partnership”) executed Amendment No. 5 to the
Amended and Restated Agreement of Limited Partnership of Regency Energy Partners
LP (the “Amendment”), to be effective as of January 1, 2008. The
Amendment is intended to simplify the preparation by the Partnership of annual
federal income tax information reports to its unitholders on schedule K-1 and
modifies the income and loss allocations (including allocations relating to
incentive distribution rights) made between the General Partner and the
Partnership’s unitholders after a follow-on offering of Partnership
units. The Amendment is not expected to materially change the amount
of net taxable income or loss allocated to the Partnership’s unitholders or the
economic rights of the Partnership’s unitholders as compared to the allocations
or economic rights of the General Partner. A copy of the Amendment is
filed as an exhibit to this Current Report and is incorporated into this Item
5.03 by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
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Number
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Description
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Exhibit
3.1
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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.
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REGENCY
ENERGY PARTNERS LP
By:
Regency GP LP, its general partner
By:
Regency GP LLC, its general partner
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By:
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/s/
Dan A. Fleckman
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Dan
A. Fleckman
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Executive
Vice President and Chief Legal Officer
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August
28, 2008