================================================================================ 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): November 14, 2005 CROSSTEX ENERGY, L.P. (Exact name of registrant as specified in its charter) DELAWARE 000-50067 16-1616605 ------------------------------- ---------------- ------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 2501 CEDAR SPRINGS, SUITE 100 DALLAS, TEXAS 75201 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 953-9500 ------------------------------------------------------------- (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Stephen A. Wells has informed Crosstex Energy, L.P. (the "Partnership") that, effective as of December 31, 2005, he will resign from the Board of Directors of Crosstex Energy GP, LLC (the general partner of Crosstex Energy GP, L.P., the general partner of the Partnership). Mr. Wells is resigning to pursue other personal and professional opportunities and his resignation is not due to any disagreements with the Partnership or Crosstex Energy GP, LLC. ITEM 7.01. REGULATION FD DISCLOSURE. On November 14, 2005, the Partnership issued a press release announcing the departure of Stephen A. Wells from the Board of Directors of Crosstex Energy GP, LLC (the general partner of Crosstex Energy GP, L.P., the general partner of the Partnership), effective as of December 31, 2005. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 5.02 and in the attached exhibit are deemed to be furnished and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit are deemed to be furnished and shall not be deemed to be "filed" for purposes of the Exchange Act. EXHIBIT NUMBER DESCRIPTION ------- -------------------------------------- 99.1 -- Press release dated November 14, 2005. 2 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. CROSSTEX ENERGY, L.P. By: Crosstex Energy GP, L.P., its General Partner By: Crosstex Energy GP, LLC, its General Partner Date: November 14, 2005 By: /s/ William W. Davis ---------------------------- William W. Davis Executive Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------- 99.1 -- Press Release dated November 14, 2005 4