UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(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, 2005
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112
(Address of principal executive offices) (Zip Code)
(816) 842-8181
(Registrant’s telephone number including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class |
Name of Each Exchange on Which Registered | |
| None |
N/A |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE 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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The aggregate market value of the 31,536,141 common units of the registrant held by non-affiliates computed by reference to the $28.32 closing price of such common units on November 1, 2005, was approximately $893.1 million. The aggregate market value of the 23,102,065 common units of the registrant held by non-affiliates computed by reference to the $32.37 closing price of such common units on March 31, 2005, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $747.8 million. As of November 21, 2005, the registrant had 35,311,329 common units outstanding.
EXPLANATORY NOTE
The sole purpose of this amendment is to file revised Exhibit 23.1, which is the consent of our independent registered public accounting firm. The only changes to the exhibit are to correct typographical errors and to include the date on which the consent was delivered that was inadvertently omitted from the exhibit as originally filed on December 12, 2005 with our Annual Report on Form 10-K.
Rule 12b-15 under the Securities Exchange Act of 1934 provides that any amendment to a report required to be accompanied by the certifications specified in Rule 13(a)-14(b) or 15d-14(b) must be accompanied by new certifications of the principal executive officer and principal financial officer. These certifications, which are unchanged from the certifications as originally filed with our Annual Report on Form 10-K on December 12, 2005, are therefore also included as Exhibits 31.1 and 31.2.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INERGY, L.P. | ||
| By: | Inergy GP, LLC (its managing partner) | |
| By: | /s/ John J. Sherman | |
| John J. Sherman, President | ||
Date: December 14, 2005