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
Date of Report (Date of earliest event reported) July 31, 2003
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INERGY, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-32453 43-1918951
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
Two Brush Creek Boulevard, Suite 200, Kansas City, MO 64112
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(Address of Principal Executive Offices) (Zip Code)
(816) 842-8181
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Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
Acquisition of Assets
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On July 31, 2003, Inergy Propane, LLC, a limited liability company that
is wholly owned by Inergy, L.P., acquired substantially all of the propane
assets of United Propane, Inc. ("United Propane"). In exchange for these
assets:
(a) Inergy, L.P. issued 889,906 common units and 254,259 senior
subordinated units to United Propane;
(b) Inergy Propane, LLC paid approximately $2.4 million in cash to
United Propane for inventory, accounts receivable and other current
assets; and
(c) Inergy Propane, LLC assumed approximately $5 million of United
Propane's liabilities.
Inergy Propane, LLC obtained the cash portion of the purchase price by
drawing on its existing credit facility with Wachovia Bank, National Association
and certain other lenders. Inergy Propane, LLC intends to utilize the acquired
United Propane assets in its existing retail propane business.
United Propane
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United Propane was founded in 1943 and was the 24th largest retailer and
distributor of propane in the United States. During the twelve months ended June
30, 2003, United Propane delivered approximately 23 million gallons of propane
and served nearly 30,000 customers from twelve customer service centers in
Maryland, Delaware and West Virginia. United Propane had approximately 135
employees who are now employees of Inergy Propane, LLC.
Transactions Related to the United Propane Acquisition
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Inergy, L.P. agreed that on or before August 30, 2003, it would use its
best efforts to file a shelf registration statement under the federal securities
laws to register the 889,906 common units issued to United Propane, plus 254,259
common units that may be issued as a result of the conversion of the senior
subordinated units issued to United Propane. Inergy, L.P. agreed to use its best
efforts to cause that registration statement to be declared effective by the SEC
within 90 days after filing and thereafter to keep it in effect until the
earlier of (i) the date on which all of the registered common units have been
sold, and (ii) the date on which all of the registered common units may be sold
without registration or restriction.
Pursuant to a Unitholder Agreement entered into by Inergy, L.P. and United
Propane, United Propane agreed that for a period of three years it would vote
508,518 of its common units issued in this acquisition in favor of and in
accordance with any recommendation of the majority of the Board of Directors of
our managing general partner. United Propane further agreed during this three
year period to give Inergy, L.P. a right of first refusal with respect to
508,518 of its common units.
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Robert Pascal, the sole shareholder and chief executive officer of United
Propane, was appointed to the Board of Directors of our managing general partner
in July 2003.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide United Propane's historical audited
financial statements as of June 30, 2003 and for the year then ended, as
required by this Item within the time this Current Report on Form 8-K is
required to be filed. Such historical financial statements will be filed
as soon as practicable, but not more than 60 days after this Current
Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial statements required
by this Item within the time this Current Report on Form 8-K is required
to be filed. Such pro forma financial statements will be filed as soon as
practicable, but not more than 60 days after this Current Report on Form
8-K is required to be filed.
(c) Exhibits.
2.1. Asset Purchase Agreement, dated June 30, 2003, by and among Inergy,
L.P., Inergy Propane, LLC, United Propane, Inc. and Robert Pascal.
2.2. Registration Rights Agreement, dated July 31, 2003, by and among
Inergy, L.P., United Propane, Inc. and Robert Pascal.
2.3. Unitholder Agreement, dated July 31, 2003, by and between Inergy,
L.P. and United Propane, Inc.
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SIGNATURE
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
Dated: August 15, 2003 By: /s/ Laura L. Ozenberger
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Laura L. Ozenberger
Vice President -- General Counsel and
Secretary
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Exhibit Index
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Exhibit Number Description
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2.1. Asset Purchase Agreement, dated June 30, 2003, by and among
Inergy, L.P., Inergy Propane, LLC, United Propane, Inc. and
Robert Pascal.
2.2. Registration Rights Agreement, dated July 31, 2003, by and
among Inergy, L.P., United Propane, Inc. and Robert Pascal.
2.3. Unitholder Agreement, dated July 31, 2003, by and between
Inergy, L.P. and United Propane, Inc.
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