-----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, FVzOvsVM2DZnoQT1Ic7JqGPNt41JufbgNYXjskCm1xMlOLNHqQAImYwY0Un6Ihce 3ImlUW7XzsxymbWkJh2UmA== 0001181431-06-002225.txt : 20060106 0001181431-06-002225.hdr.sgml : 20060106 20060106142602 ACCESSION NUMBER: 0001181431-06-002225 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060106 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INERGY L P CENTRAL INDEX KEY: 0001136352 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 431918951 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-32453 FILM NUMBER: 06515998 BUSINESS ADDRESS: STREET 1: TWO BRUSH CREEK STREET 2: SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: 8168428181 8-K/A 1 rrd102912.htm NRGY 8K/A 1-6-06 SEC EDGAR Document



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

December 15, 2005
Date of Report (Date of earliest event reported)

INERGY, L.P.
(Exact name of Registrant as specified in its charter)

Delaware

0-32453

43-1918951

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification Number)



Two Brush Creek Boulevard, Suite 200
Kansas City, MO 64112
(Address of principal executive offices)


(816) 842-8181
(
Registrant's 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:


[ ] 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))

_______________________________________________________________________

Inergy, L.P.'s Current Report on Form 8-K filed December 21, 2005 is being amended to include the audited balance sheet and the related note thereto, of Inergy GP, LLC, the managing general partner of the Registrant. The audited balance sheet is filed as Exhibit 99.1 to this Current Report on Form 8-K/A.

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number

Description

23.1

Consent of Ernst & Young LLP

   

99.1

Audited Balance Sheet of Inergy GP, LLC

 

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.


 

INERGY, L.P.

 

By: INERGY GP, LLC,
Its Managing General Partner

   

Date: January 6, 2006

By: /s/ R. Brooks Sherman, Jr.
_____________________________________

 

R. Brooks Sherman, Jr.
Senior Vice President -- Chief Financial Officer

 

 

 

EX-23.1 2 rrd102912_10669.htm 23.1 8K/A 1-6-06 Exhibit 23

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statements (Form S-3 No. 333-118941, No. 333-108359, No. 333-101165, No. 333-100023 and No. 333-124098, Form S-4 No. 333-123399, and Form S-8 No. 333-83872) of Inergy, L.P. and in the related Prospectuses and the Registration Statements (Form S-3 No. 333-118941-02 and Form S-4 No. 333-123399-07) of Inergy Finance Corp. and the related Prospectuses of our report dated December 8, 2005, with respect to the balance sheet of Inergy GP, LLC included in this Current Report on Form 8-K/A.

/s/ Ernst & Young LLP

 

Kansas City, Missouri

January 4, 2006

EX-99.1 3 rrd102912_10670.htm 99.1 NRGY 8K/A 1-6-06 Exhibit 99

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Members

Inergy GP, LLC

We have audited the accompanying balance sheet of Inergy GP, LLC as of September 30, 2005. This balance sheet is the responsibility of the company's management. Our responsibility is to express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe tha t our audit of the balance sheet provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Inergy GP, LLC at September 30, 2005, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young LLP

Kansas City, Missouri

December 8, 2005

 

 

 

 

 

 

INERGY GP, LLC

 

BALANCE SHEET

 

 

  

September 30,

2005

 

ASSETS

 

 

Current assets:

  

 

Cash

  

$1,000

 

 

Total assets

  

$1,000

 

MEMBER'S EQUITY

 

 

Member's equity

  

$1,000

 

 

Total Member's equity

  

$1,000

 

 

See accompanying note.

 

 

INERGY GP, LLC

 

NOTE TO BALANCE SHEET

  

 

1.    Nature of Operations

 

Inergy GP, LLC is a Delaware limited liability company formed on March 2, 2001, to become the managing general partner of Inergy, L.P. Inergy GP, LLC is a wholly-owned subsidiary of Inergy Holdings, L.P. ("Holdings"). Holdings was converted from a Delaware limited liability company formerly known as Inergy Holdings, LLC to a Delaware limited partnership on April 28, 2005. Inergy GP, LLC owns a non-economic managing general partner interest in Inergy, L.P.

On March 2, 2001, Holdings contributed $1,000 to Inergy GP, LLC in exchange for a 100% ownership interest.

On March 7, 2001, Inergy GP, LLC received a managing general partner interest in Inergy, L.P. There have been no other transactions involving Inergy GP, LLC as of and through the year ended September 30, 2005, other than reimbursement for all direct and indirect expenses incurred or payments it makes on behalf on Inergy, L.P. in connection with operating the Inergy, L.P. business. These costs totaled $3.0 million for the year ended September 30, 2005.

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----