=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to _________________. Commission file number: 000-32453 INERGY, L.P. (Exact name of registrant as specified in its charter) DELAWARE 43-1918951 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1101 WALNUT, SUITE 1500, KANSAS CITY, MISSOURI 64106 (Address of principal executive offices) (Zip Code) (816) 842-8181 (Registrant's telephone number) SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: Title of Each Class Name of Each Exchange on Which Registered ------------------- ----------------------------------------- None N/A SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: Common Units representing limited partnership interests (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the 2,174,644 common units of the issuer held by non-affiliates computed by reference to the $27.65 closing prices of such common units on February 28, 2002, is $60,128,907. As of February 28, 2002, the registrant had 2,617,872 common units outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference into the indicated parts of this report: None.
Explanatory Note: This amended Form 10-K ("Form 10-K/A") of Inergy, L.P. for its fiscal year ended September 30, 2001 is filed with respect only to the accompanying Report of Independent Auditors. During the electronic submission of the Annual Report on Form 10-K of Inergy, L.P. filed with the Securities and Exchange Commission on December 28, 2001, the originally filed Report of Independent Auditors inadvertently excluded reference to the consolidated statements of operations, redeemable preferred members' interest and members' equity/partners' capital and cash flows for the year ended September 30.1999, the statements of which were properly included in the Form 10-K. The accompanying Report of Independent Auditors is therefore filed to replace in its entirety the original Report of Independent Auditors. 2
Report of Independent Auditors The Board of Directors and Members Inergy, L.P. and Subsidiary (Successor to Inergy Partners, LLC and Subsidiaries) We have audited the accompanying consolidated balance sheets of Inergy, L.P. and subsidiary (Successor to Inergy Partners, LLC and Subsidiaries) (the Partnership) as of September 30, 2000 and 2001, and the related consolidated statements of operations, redeemable preferred members' interest and members' equity/partners' capital and cash flows for each of the three years in the period ended September 30, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Inergy, L.P. and subsidiary (Successor to Inergy Partners, LLC and Subsidiaries) at September 30, 2000 and 2001, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2001 in conformity with accounting principles generally accepted in the United States. /s/ ERNST & YOUNG LLP Kansas City, Missouri December 10, 2001, except for Notes 4 and 12, as to which the date is December 20, 2001 3
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INERGY, L.P. By Inergy GP, LLC (its managing general partner) Dated: March 1, 2002 By /s/John J. Sherman ------------------- John J. Sherman, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Inergy GP, LLC, as managing general partner of Inergy, L.P., the registrant, in the capacities and on the dates indicated. Date Signature and Title - ---- ------------------- March 1, 2002 /s/ John. J. Sherman -------------------- John J. Sherman, President, Chief Executive Officer and Director (Principal Executive Officer) March 1, 2002 /s/ R. Brooks Sherman, Jr. -------------------------- R. Brooks Sherman, Jr., Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 1, 2002 /s/ Phillip L. Elbert --------------------- Phillip L. Elbert, Director March 1, 2002 --------------------- Richard C. Green, Jr., Director March 1, 2002 ------------------ Warren H. Gfeller, Director March 1, 2002 /s/ David J. Schulte -------------------- David J. Schulte, Director 4