Washington, D.C. 20549
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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)
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Delaware |
0-32453 |
43-1918951 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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))
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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.
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INERGY, L.P. |
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By: INERGY GP, LLC, |
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Date: January 6, 2006 |
By: /s/ R. Brooks Sherman, Jr. |
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R. Brooks Sherman, Jr. |
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
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
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September 30, 2005 |
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ASSETS |
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Current assets: |
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Cash |
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$1,000 |
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Total assets |
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$1,000 |
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MEMBER'S EQUITY |
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Member's equity |
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$1,000 |
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Total Member's equity |
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$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.