-----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, HKMlcYaWEXq/2C3QuFnzULoQHiUK8hxsjvfZpgtwv0Q1ACbx3uQA4o70li60Xfb+ rgUcvnJuFUsjsVuL5hBLPQ== 0000806085-06-000095.txt : 20060810 0000806085-06-000095.hdr.sgml : 20060810 20060810165809 ACCESSION NUMBER: 0000806085-06-000095 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-78878 FILM NUMBER: 061021990 MAIL ADDRESS: STREET 1: 2501 CEDAR SPRINGS STREET 2: STE 600 CITY: DALLAS STATE: TX ZIP: 75201 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 f06-08_1013gcrosstex.txt SCHEDULE 13G CROSSTEX ENERGY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 CrossTex Energy, L.P. (Name of Issuer) Senior Subordinated Series C Units (Title of Class of Securities) 22765U201 (CUSIP Number) August 4, 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: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. ............................................................22765U201 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.................................................1,496,790 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power............................................1,496,790 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person......1,496,790 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9....................11.7%(1) 12) Type of Reporting Person.................................................HC (1) Based on 12,829,650 Senior Subordinated Series C Units outstanding as of July 1, 2006 as disclosed in the Form S-3 filed by the Issuer on July 21, 2006. CUSIP No. .............................................................22765U201 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.................................................1,496,790 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power............................................1,496,790 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person......1,496,790 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9....................11.7%(1) 12) Type of Reporting Person.................................................BD (1) Based on 12,829,650 Senior Subordinated Series C Units outstanding as of July 1, 2006 as disclosed in the Form S-3 filed by the Issuer on July 21, 2006. CUSIP No. .............................................................22765U201 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.................................................1,496,790 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power............................................1,496,790 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person......1,496,790 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9....................11.7%(1) 12) Type of Reporting CityplacePerson........................................CO (1) Based on 12,829,650 Senior Subordinated Series C Units outstanding as of July 1, 2006 as disclosed in the Form S-3 filed by the Issuer on July 21, 2006. CUSIP No. .............................................................22765U201 1) Name of Reporting Person..............................Lehman Brothers MLP Associates, L.P. S.S. or I.R.S. Identification No. of Above Person................20-4916814 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.................................................1,496,790 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power............................................1,496,790 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person......1,496,790 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9....................11.7%(1) 12) Type of Reporting Person.................................................PN (1) Based on 12,829,650 Senior Subordinated Series C Units outstanding as of July 1, 2006 as disclosed in the Form S-3 filed by the Issuer on July 21, 2006. CUSIP No. .............................................................22765U201 1) Name of Reporting Person..............................Lehman Brothers MLP Partners, L.P. 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.................................................1,496,790 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power............................................1,496,790 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person......1,496,790 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9....................11.7%(1) 12) Type of Reporting Person.................................................PN (1) Based on 12,829,650 Senior Subordinated Series C Units outstanding as of July 1, 2006 as disclosed in the Form S-3 filed by the Issuer on July 21, 2006. Item 1(a). Name of Issuer: CrossTex Energy, L.P. Item 1(b). Address of Issuer's Principal Executive Offices: Cedar Springs Suite 600 Dallas, Texas 75201 Item 2(a). Name of Person(s) Filing: Lehman Brothers Holdings Inc. Lehman Brothers Inc. LB I Group Inc. Lehman Brothers MLP Associates, L.P. Lehman Brothers MLP Partners, L.P. 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 Associates, L.P. 399 Park Avenue New York, New York 10022 Lehman Brothers MLP Partners, L.P. 399 Park Avenue New York, New York 10022 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 Associates, L.P. ("LB MLP Associates") is a limited partnership organized under the laws of the State of Delaware. Lehman Brothers MLP Partners, L.P. ("LB MLP Partners") is a limited partnership organized under the laws of the State of Delaware. Item 2(d). Title of Class of Securities: Senior Subordinated Series C Units Item 2(e). CUSIP Number: 22765U201 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 LB MLP Partners is the actual owner of the Senior Subordinated Series C Units reported herein. LB MLP Associates is the general partner of LB MLP Partners. LB I Group is the general partner of LB MLP Associates and a wholly-owned subsidiary of LBI, which is a wholly-owned subsidiary of Holdings. Under the rules and regulations of the Securities and Exchange Commission, LB MLP Associates, LB I Group, LBI and Holdings may be deemed to be the beneficial owners of the Senior Subordinated Series C Units owned by LB MLP Partners. 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: August 10, 2006 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Rashid Alvi Name: Rashid Alvi Title: Vice President LEHMAN BROTHERS INC. By: /s/ Rashid Alvi Name: Rashid Alvi Title:Vice President LB I GROUP INC. By: /s/ Rashid Alvi Name: Rashid Alvi Title:Authorized Signatory LEHMAN BROTHERS MLP ASSOCIATES, LP By: /s/ Rashid Alvi Name: Rashid Alvi Title:Authorized Signatory LEHMAN BROTHERS MLP PARTNERS, LP By: /s/ Rashid Alvi Name: Rashid Alvi 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: August 10, 2006 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Rashid Alvi Name: Rashid Alvi Title: Vice President LEHMAN BROTHERS INC. By: /s/ Rashid Alvi Name: Rashid Alvi Title:Vice President LB I GROUP INC. By: /s/ Rashid Alvi Name: Rashid Alvi Title:Authorized Signatory LEHMAN BROTHERS MLP ASSOCIATES, LP By: /s/ Rashid Alvi Name: Rashid Alvi Title:Authorized Signatory LEHMAN BROTHERS MLP PARTNERS, LP By: /s/ Rashid Alvi Name: Rashid Alvi Title:Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----