UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2011 (April 4, 2011)
Encore Energy Partners LP
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33676
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20-8456807
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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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5847 San Felipe, Suite 3000
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (832) 327-2255
(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))
INTRODUCTORY NOTE
On April 5, 2011, Encore Energy Partners LP (the “Partnership”) filed a current report on Form 8-K (the “Initial Form 8-K”) announcing the immediate dismissal of Ernst & Young (“E&Y”) as the Partnership’s independent registered public accounting firm and the engagement of BDO USA, LLC (“BDO”) to serve as the Partnership’s independent registered public accounting firm for the fiscal year ending December 31, 2011. This current report on Form 8-K/A amends and restates the Initial From 8-K to clarify that the audit committee (the “Audit Committee”) of the board of directors of Encore Energy Partners GP LLC, the general partner of the Partnership, approved both the dismissal of E&Y and as well as the engagement of BDO on April 4, 2011.
Item 4.01. Changes in Registrant’s Certifying Accountant.
On April 4, 2011, the Audit Committee dismissed E&Y as the Partnership’s independent registered public accounting firm, effective immediately.
E&Y has expressed unqualified opinions on the consolidated financial statements of the Partnership for the years ended December 31, 2010 and 2009. During the two most recent fiscal years and interim period preceding E&Y’s dismissal, there were no (i) disagreements with E&Y or (ii) any reportable events as defined under Item 304(a)(1)(v) of Regulation S-K.
The Partnership provided E&Y with a copy of this Current Report on Form 8-K and requested that E&Y furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.
On April 4, 2011, the Audit Committee approved the engagement terms of BDO and authorized BDO to serve as the Partnership’s independent registered public accounting firm for the fiscal year ending December 31, 2011 and perform such other attestation services for the Partnership as may be required for the remainder of calendar year 2011. BDO has accepted the engagement.
During the Partnership’s two most recent fiscal years and the subsequent interim period prior to engaging BDO, neither the Partnership nor anyone acting on its behalf consulted with BDO regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Partnership’s financial statements, and neither a written report nor oral advice was provided to the Partnership by BDO that was an important factor considered by the Partnership in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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.
ENCORE ENERGY PARTNERS LP
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BY:
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Encore Energy Partners GP LLC,
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its general partner
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By: /s/ Scott W. Smith
Name: Scott W. Smith
Title: President, Chief Executive Officer and Director
April 6, 2011