UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: August 22, 2008
(Date of earliest event reported)
QUEST ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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001-33787
(Commission
File Number)
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26-0518546
(I.R.S. Employer Identification
Number)
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210 Park Avenue, Suite 2750
Oklahoma City, Oklahoma 73102
(Address of principal executive offices, including zip code)
(405) 600-7704
(Registrants telephone number, including area code)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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This Current Report on Form 8-K/A is being filed by Quest Energy Partners, L.P. (the
Partnership) to amend the Partnerships Current Report on Form 8-K filed on August 25, 2008 (the
Original Report). At the time the Original Report was filed, the Partnership believed Kevin
Golmont of Kroll Zolfo Cooper LLC would serve as the Interim Chief Financial Officer of the
Partnerships general partner. However, pursuant to subsequent negotiations in connection with the
engagement letter to retain Kroll Zolfo Cooper LLC for advisory services, Mr. Golmont will not be
serving in this role. The Original Report inadvertently included a draft version of Exhibit 99.1
under Item 9.01. This Current Report has attached the correct version of Exhibit 99.1 and is being
amended to omit Mr. Golmonts biographical information in Item 5.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers;
Compensatory Arrangements of Certain Officers.
On August 23, 2008, the Board of Directors of Quest Energy GP, LLC (the General Partner),
the general partner of Quest Energy Partners, L.P. (the Partnership), accepted the resignation of
Jerry Cash, as Chairman, President, and Chief Executive Officer of the General Partner. The
resignation followed the discovery, in connection with an inquiry from the Oklahoma Department of
Securities, of questionable transfers of company funds to an entity controlled by Mr. Cash.
Initial indications are that the amount in question appears to involve about $10 million. The
Board of Directors, jointly with the boards of directors of Quest Resource Corporation and the
general partner of Quest Midstream Partners, L.P., has formed a joint special committee to
investigate the matter and consider the effect on the Partnerships financial statements.
On August 24, 2008, the Board of Directors appointed David C. Lawler as President of the
General Partner. Mr. Lawler, 40, has served as the General Partners Chief Operating Officer since
the Partnerships initial public offering in November 2007. Mr. Lawler has been the Chief
Operating Officer of Quest Resource Corporation since May 2007. Also on August 24, 2008, Mr.
Lawler was appointed President of Quest Resource Corporation and was appointed as a director of
Quest Resource Corporation to fill the vacancy on Quest Resource Corporations board of directors
created by Mr. Cashs resignation. Mr. Lawler has more than 17 years of oil and gas industry
experience in various senior management and engineering positions. Prior to joining Quest, Mr.
Lawler was employed by Shell Exploration & Production Company from May 1997 to May 2007. Mr.
Lawler served in roles of increasing responsibility for Shell Exploration & Production, most
recently as engineering and operations manager for multiple assets along the U.S. Gulf Coast. Prior
to joining Shell, Mr. Lawler was employed by predecessor companies of ConocoPhillips in various
domestic engineering and operations positions. Mr. Lawler graduated from the Colorado School of
Mines in 1990 with a bachelors of science degree in petroleum engineering and earned his Masters
in Business Administration from Tulane University in 2003.
On August 22, 2008, Mr. David E. Grose, the Chief Financial Officer of the General Partner,
was placed on a paid administrative leave of absence during the internal investigation discussed
above. The General Partner has retained Kroll Zolfo Cooper LLC to assist in the accounting and
finance functions during Mr. Groses absence. Kevin Golmont of Kroll will be leading Krolls
effort in this capacity.
The press release attached hereto as Exhibit 99.1 is incorporated by reference into this Item
5.02.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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99.1
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Press release of Quest Energy Partners, L.P. dated August 25, 2008.
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