-----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, JlmVygQHTwojVp1TyhT2ugNQSDon5UPzyrR9c4dWztL2utJrx+NXH4O7eTrO9LWi QDDVs7au9+PXe84WhSgCmA== 0001104659-06-081409.txt : 20061214 0001104659-06-081409.hdr.sgml : 20061214 20061214095139 ACCESSION NUMBER: 0001104659-06-081409 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061214 DATE AS OF CHANGE: 20061214 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: 061275767 BUSINESS ADDRESS: STREET 1: 14950 HEATHROW FOREST PARKWAY STREET 2: SUITE 111 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: (832) 327-8000 MAIL ADDRESS: STREET 1: 14950 HEATHROW FOREST PARKWAY STREET 2: SUITE 111 CITY: HOUSTON STATE: TX ZIP: 77032 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS JONES & ASSOCIATES LLC CENTRAL INDEX KEY: 0000949743 IRS NUMBER: 133449010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 717 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129358757 MAIL ADDRESS: STREET 1: 717 FIFTHE AVE STREET 2: SUITE 2400 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS JONES & ASSOCIATES INC /NY DATE OF NAME CHANGE: 19990319 SC 13G 1 a06-25697_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
February 28, 2009

 

SCHEDULE 13G

Estimated average burden hours per response. . 10.4

 

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

 

Eagle Rock Energy Partners Ltd.

(Name of Issuer)

Common Units

(Title of Class of Securities)

26985R104

(CUSIP Number)

November 30, 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)

o

Rule 13d-1(c)

o

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. 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Williams, Jones & Associates, LLC; EIN 20-5113875

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
1,334,950

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
1,334,950

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,950

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.41%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

2




 

Item 1.

 

(a)

Name of Issuer
Eagle Rock Energy Partners Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
14950 Heathrow Forest Parkway, Suite 111

Houston, Texas  77032

 

Item 2.

 

(a)

Name of Person Filing
Williams, Jones & Associates, LLC

 

(b)

Address of Principal Business Office or, if none, Residence
717 Fifth Avenue, New York, New York  10022

 

(c)

Citizenship
Delaware corporation

 

(d)

Title of Class of Securities
Common Units

 

(e)

CUSIP Number
26985R104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,334,950

 

(b)

Percent of class:   

6.41%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,334,950

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,334,950

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

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   o.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

 

Item 8.

Identification and Classification of Members of the Group

N/A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

 

 

4




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.

 

 

December 13, 2006

 

Date

 



 

Signature

 


Kenneth A. Paulo/Senior Vice President

 

Name/Title

 

5



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