UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Crosstex
Energy, Inc.
————————————————————————————————————
(Name
of
Issuer)
Common
Stock, $0.01 par value
————————————————————————————————————
(Title
of Class of Securities)
22765Y
10 4
————————————————————————————————————
(CUSIP
Number)
with
a
copy to:
David
C.
Kuehl
c/o
Lubar
& Co., Incorporated
700
North
Water Street, Suite 1200
Milwaukee,
Wisconsin 53202
(414)
291-9000
————————————————————————————————————
(Name,
Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
December
31, 2008
————————————————————————————————————
(Date
of Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [
X
]
*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.
22765Y
10
4
|
|
1.
|
Names
of
Reporting Person
Sheldon
B. Lubar
I.R.S.
Identification Nos. of Above Person (Entities Only)
|
|
2.
|
Check
the
Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
|
3.
|
SEC
Use
Only
|
|
4.
|
Source
of
Funds
PF
and OO
|
|
5.
|
Check
if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or
2(e) [ ]
|
|
6.
|
Citizenship
or Place
of Organization
USA
|
|
|
7.
|
Sole
Voting Power
22,751 (See
Item
5)
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8.
|
Shared
Voting Power
2,453,421 (See
Item 5)
|
|
REPORTING
PERSON
WITH
|
9.
|
Sole
Dispositive Power
22,751 (See Item 5)
|
|
|
10.
|
Shared
Dispositive Power
2,453,421 (See Item
5)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,476,172 (See
Item
5)
|
|
12.
|
Check
if
the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
(See Item 5)
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.3% (See Item 5)
|
|
14.
|
Type
of
Reporting Person
IN
|
|
|
CUSIP
No.
22765Y
10
4
|
|
1.
|
Names
of
Reporting Person
David
J. Lubar
I.R.S.
Identification Nos. of Above Person (Entities Only)
|
|
2.
|
Check
the
Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
|
3.
|
SEC
Use
Only
|
|
4.
|
Source
of
Funds
PF
and OO
|
|
5.
|
Check
if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or
2(e) [ ]
|
|
6.
|
Citizenship
or Place
of Organization
USA
|
|
|
7.
|
Sole
Voting Power
0 (See
Item 5)
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8.
|
Shared
Voting Power
2,453,421 (See
Item 5)
|
|
REPORTING
PERSON
WITH
|
9.
|
Sole
Dispositive Power
0 (See Item 5)
|
|
|
10.
|
Shared
Dispositive Power
2,453,421 (See Item
5)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,453,421 (See
Item
5)
|
|
12.
|
Check
if
the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
(See Item 5)
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.3% (See Item 5)
|
|
14.
|
Type
of
Reporting Person
IN
|
Item
1. Security and Issuer
This
Schedule 13D relates to the Common Stock, par value $0.01 per share ("Issuer
Common Stock"), of Crosstex Energy, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the
Issuer is 2501 Cedar Springs, Dallas, Texas 75201.
Item
2. Identity and Background
This
Schedule 13D is filed on behalf of Sheldon B. Lubar and David J. Lubar
(collectively, the "Reporting Persons").
Sheldon
B. Lubar is the Chairman of the Board of Directors of Lubar & Co.,
Incorporated, a private investment firm. His business address is 700
North Water Street, Suite 1200, Milwaukee, Wisconsin 53202. He is a
United States citizen.
David
J.
Lubar is the President of Lubar & Co., Incorporated, a private investment
firm. His business address is 700 North Water Street, Suite 1200,
Milwaukee, Wisconsin 53202. He is a United States
citizen.
During
the last five years, neither of the Reporting Persons has (i) been convicted
in
a criminal proceeding or (ii) been a party to a civil proceeding of a judicial
or administrative body of judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of Funds or Other
Consideration
As
of
December 31, 2008, Sheldon B. Lubar holds 6,666 shares of Issuer Common
Stock. Such shares were purchased from the Issuer upon exercise of
stock options, for cash from Sheldon B. Lubar's personal funds. The
Issuer has also issued to Sheldon B. Lubar 1,085 shares of restricted stock
that
vest in May 2009 and options to purchase 15,000 shares of Issuer Common
Stock which are exercisable as of the date hereof.
As
of
December 31, 2008, Lubar Nominees, a Wisconsin general partnership, holds
1,985,211 shares of Issuer Common Stock. Such shares were purchased
from the Issuer or from shareholders of the Issuer, for cash from the personal
funds of Lubar Nominees' general partners. The Reporting Persons are
general partners of Lubar Nominees, and as a result the Reporting Persons may
be
deemed to beneficially own the shares of Issuer Common Stock held by Lubar
Nominees. Each of Sheldon B. Lubar and David J. Lubar disclaims
beneficial ownership of all shares of Issuer Common Stock held by Lubar Nominees
except to the extent of his pecuniary interest therein.
As
of
December 31, 2008, Lubar Equity Fund, LLC ("LEF"), a Wisconsin limited liability
company, had purchased 468,210 shares of Issuer Common Stock. Such
shares were
purchased from the Issuer in private placements
or from shareholders of the Issuer in private transactions, for cash from the
working capital of LEF. The Reporting Persons are the directors and
officers of Lubar & Co., Incorporated, the manager of LEF, and as a result
may be deemed to beneficially own the shares of Issuer Common Stock held by
LEF. Each of Sheldon B. Lubar and David J. Lubar disclaims beneficial
ownership of all shares of Issuer Common Stock held by LEF except to the extent
of his pecuniary interest therein.
Item
4. Purpose of Transaction
Sheldon
B. Lubar, Lubar Nominees and LEF have been long-time investors in the Issuer,
with their investments in the Issuer having been acquired, and continuing to
be
acquired, for investment purposes.
Sheldon
B. Lubar is a member of the Issuer's Board of Directors. He did not
solicit a seat on the Issuer's Board, but accepted when offered a Board
position.
The
Reporting Persons do not have any plans or proposals relating to any matter
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
Sheldon
B. Lubar beneficially owns 22,751 shares of Issuer Common Stock with sole voting
and dispositive power, and he beneficially owns 2,453,421 shares of Issuer
Common Stock with shared voting and dispositive power, consisting of 1,985,211
shares held by Lubar Nominees and 468,210 shares held by LEF. In the
aggregate, Sheldon B. Lubar beneficially owns 2,476,172 shares of Issuer Common
Stock, representing 5.3% of the outstanding shares of Issuer Common Stock (based
on 46,310,864 shares of Issuer Common Stock outstanding on October 31,
2008, as disclosed by the Issuer in its Form 10-Q filed with the Securities
and
Exchange Commission on November 10, 2008). The shares
beneficially owned by Sheldon B. Lubar include 15,000 shares subject to stock
options that are currently exercisable.
David
J.
Lubar beneficially owns 2,453,421 shares of Issuer Common Stock with shared
voting and dispositive power, consisting of 1,985,211 shares held by Lubar
Nominees and 468,210 shares held by LEF, representing 5.3% of the outstanding
shares of Issuer Common Stock (based on 46,310,864 shares of Issuer Common
Stock
outstanding on October 31, 2008, as disclosed by the Issuer in its Form
10-Q filed with the Securities and Exchange Commission on November 10,
2008).
Each
of
Sheldon B. Lubar and David J. Lubar disclaim beneficial ownership of all shares
of Issuer Common Stock held by Lubar Nominees or LEF except to the extent of
his
pecuniary interest therein.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
None.
Item
7. Material to Be Filed as Exhibits
Exhibit
A
– Joint Filing Agreement, dated January 20, 2009, signed by each of the
Reporting Persons.
SIGNATURES
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.
Dated:
January 20, 2009
/s/
Sheldon B.
Lubar
Sheldon
B. Lubar
/s/
David J.
Lubar
David
J. Lubar
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them
of
a statement on Schedule 13D with respect to the Common Stock, par value $0.01
per share, of Crosstex Energy, Inc. beneficially owned by them on a combined
basis, and further agree that this Joint Filing Agreement shall be included
as
an Exhibit to such joint filing. The undersigned further agree that
any amendments to such statement on Schedule 13D shall be filed jointly on
behalf of each of them without the necessity of entering into additional joint
filing agreements.
The
undersigned further agree that each party hereto is responsible for timely
filing of such statement on Schedule 13D and any amendments thereto, and for
the
completeness and accuracy of the information concerning such party contained
therein; provided that no party is responsible for the completeness or accuracy
of the information concerning any other party, unless such party knows or has
reason to believe that such information is inaccurate.
The
undersigned shall not be deemed to admit that the undersigned were required
to
file a statement on Schedule 13D by reason of entering into this Joint Filing
Agreement. Further, the undersigned shall not be deemed to admit
membership in a group by reason of entering into this Joint Filing
Agreement.
Dated:
January 20, 2009
/s/
Sheldon B.
Lubar
Sheldon
B. Lubar
/s/
David J.
Lubar
David
J. Lubar
8
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