Form 8-K

 

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

 

April 29, 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 7.01 REGULATION FD DISCLOSURE

 

A. Introduction

 

On April 29, 2005, Inergy Holdings, L.P. (“Holdings”), one of our affiliates, filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 3 to its Registration Statement on Form S-1 (the “Amendment”). Within such Amendment, Holdings included information with respect to our estimated consolidated minimum EBITDA necessary for Holdings to make full quarterly distributions to its unitholders for the four quarters ending June 30, 2006. For more information, please see “Cash Distribution Policy and Restrictions on Distributions” in Holdings’ Amendment.

 

B. Limitation on Incorporation by Reference

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

 

2

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: April 29, 2005

      

By:

 

  

/S/    LAURA L. OZENBERGER          

           

Laura L. Ozenberger

Vice President, General Counsel and Secretary