form10qa.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 1)
[
X ]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
OR
|
[
]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE TRANSITION PERIOD FROM ________________ TO
_________________.
|
Commission
file number 001-51757
REGENCY
ENERGY PARTNERS LP
(Exact
name of registrant as specified in its charter)
Delaware |
|
16-1731691 |
(State or other
jurisdiction of |
|
(IRS Employer
Identification No.) |
incorporation or
organization) |
|
|
|
|
|
1700 Pacific Ave, Suite
2900 |
|
|
Dallas,
Texas |
|
75201 |
(Address of
principal executive offices) |
|
(ZIP
Code) |
(214)
750-1771
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ ] No [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer [X] Accelerated filer
[ ] Non-accelerated filer
[ ] Smaller reporting company
[ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
[ ] No [X]
The
issuer had 54,796,675 common units, 7,276,506 Class D common units,
and 19,103,896 subordinated units outstanding as of August 4,
2008.
Explanatory
Note
Regency
Energy Partners LP. (the “Partnership”) filed its Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2008 with the Securities and Exchange
Commission on August 11, 2008 (“Original Filing”). The Company is filing this
Amendment No. 1 on Form 10-Q/A (this “Amendment”) to (i) indicate by check mark
on the cover of the Amendment that the Partnership has not filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, (ii) amend Item 5(a) of Part II to disclose
information that was required to be disclosed in a report on Form 8-K during the
period covered by this Form 10-Q, but which was not timely reported on a Form
8-K during that period and (iii) amend Item 6 of Part II to include Exhibit 3.1,
Amendment No. 5 to the Amended and Restated Partnership Agreement of the
Partnership, which is incorporated by reference from the late Form 8-K discussed
in (ii) above.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this
Amendment contains only the changes noted above. Those sections or
exhibits of the Original Filing that are unaffected by this Amendment are not
included herein.
This
Amendment continues to speak as of the date of the Original Filing, and the
Company has not updated the disclosure contained herein to reflect events that
have occurred since the filing of the Original Filing. Accordingly,
this Amendment should be read in conjunction with the Company’s other filings
made with the Securities and Exchange Commission subsequent to the filing of the
Original Filing.
PART
II – OTHER INFORMATION
Item
5. Other
Information
On April
7, 2008, the general partner of 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 was required to be disclosed in a report on Form 8-K during the period
covered by this Form 10-Q, which was not reported during this period, but filed
on August 28, 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 the Partnership’s Current Report on Form 10-Q dated
August 28, 2008 and is incorporated into this Form 10-Q by reference as Exhibit
3.1.
Item
6. Exhibits
The
following is a list of exhibits filed as part of this Form
10-Q/A. Where so indicated, exhibits, which were previously filed,
are incorporated herein by reference.
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Amendment
No. 5 to the Amended and Restated Partnership Agreement of Regency Energy
Partners LP, incorporated by reference hereto from the Current Report on
Form 8-K filed on August 28, 2008
|
|
10.1
|
|
Consulting
Services Agreement with William E. Joor III
|
|
12.1
|
|
Computation
of Ratio of Earnings to Fixed Charges
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32.1
|
|
Section 1350
Certifications of Chief Executive Officer
|
|
32.2
|
|
Section
1350 Certifications of Chief Financial Officer
|
|
99.1
|
|
Regency
GP LP Unaudited Condensed Consolidated Balance Sheet as of June 30,
2008
|
__________
|
|
|
*Filed
herewith
|
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, thereunto
duly authorized.
|
|
|
|
|
REGENCY
ENERGY PARTNERS LP
|
|
|
|
|
|
By:
Regency GP LP, its general partner
|
|
|
|
|
|
By:
Regency GP LLC, its general partner
|
|
|
|
|
|
|
August
28, 2008
|
|
/s/
Lawrence B. Connors
|
|
|
Lawrence
B. Connors
|
|
|
Senior
Vice President, Finance and Chief Accounting Officer (Duly Authorized
Officer)
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Amendment
No. 5 to the Amended and Restated Partnership Agreement of Regency Energy
Partners LP, incorporated by reference hereto from the Current Report on
Form 8-K filed on August 28, 2008
|
|
10.1
|
|
Consulting
Services Agreement with William E. Joor III
|
|
12.1
|
|
Computation
of Ratio of Earnings to Fixed Charges
|
|
31.1*
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer.
|
|
31.2*
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer.
|
|
32.1
|
|
Section 1350
Certifications of Chief Executive Officer
|
|
32.2
|
|
Section
1350 Certifications of Chief Financial Officer
|
|
99.1
|
|
Regency
GP LP Unaudited Condensed Consolidated Balance Sheet as of June 30,
2008
|
__________
|
|
|
*Filed
herewith
|