SEC EDGAR Document



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________


FORM 8-K

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))

_______________________________________________________________________

Item 8.01 Other Events

The audited balance sheet of Inergy GP, LLC, the managing general partner of the Registrant, and the related note thereto, is filed as an exhibit to this Current Report on Form 8-K.

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: December 21, 2005

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

 

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

 

 

 

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.

/s/ Ernst & Young LLP

 

Kansas City, Missouri

December 15, 2005

Exhibit 99

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Members

Inergy Holdings GP, LLC

We have audited the accompanying balance sheet of Inergy Holdings 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 Holdings 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 HOLDINGS GP, LLC

 

BALANCE SHEET

 

 

  

September 30,

2005

 

ASSETS

 

 

Current assets:

  

 

Cash

  

$1,000

 

 

Total assets

  

$1,000

 

MEMBERS' EQUITY

 

 

Members' equity

  

$1,000

 

 

Total Members' equity

  

$1,000

  

 

See accompanying note.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INERGY HOLDINGS GP, LLC

 

NOTE TO BALANCE SHEET

 

  

1.    Nature of Operations

 

Inergy Holdings GP, LLC is a Delaware limited liability company, which was formed on January 19, 2005, and owns a non-economic general partner interest in Inergy Holdings, L.P.

On April 14, 2005, the individual members contributed $1,000 to Inergy Holdings GP, LLC in exchange for a 100% membership interest.

Inergy Holdings, L.P. was converted from a Delaware limited liability company formerly known as Inergy Holdings, LLC to a Delaware limited partnership on April 28, 2005.

There have been no other transactions involving Inergy Holdings GP, LLC as of September 30, 2005.