UNITED STATES
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
August 27, 2005
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Date of Report (Date of earliest event reported)
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 jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification 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)
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 (see General Instruction A.2. below):
[ ] 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 1.01 Entry Into a Material Definitive Agreement
Separation Agreement and Release with Dean Watson
Inergy GP, LLC (the "Company"), our managing partner, manages our
operations and activities. On August 27, 2005, the Company entered into a
Separation Agreement and Release (the "Agreement") with Dean Watson, the
Company's former Senior Vice President of Inergy Services. Pursuant to the
Agreement, Mr. Watson's employment with the Company was terminated effective as
of August 27, 2005. Under the Agreement, in exchange for certain releases and
commitments described below, the Company will make a severance payment to Mr.
Watson of $500,000, less appropriate payroll deductions, which sum will be
payable on September 15, 2005. This severance amount is in lieu of any bonuses
or other amounts that would otherwise be payable to Mr. Watson if he were
employed by the Company on September 30, 2005. Also pursuant to the Agreement,
the Company will permit certain options held by Mr. Watson pursuant a "Unit
Option Agreement" between Mr. Watson and the Company, to vest in advance of the
original August 28, 2005 vesting date.
In consideration of the compensation and benefits paid to Mr. Watson under
the Agreement, Mr. Watson provided the Company with a comprehensive release of
all claims that Mr. Watson might have had against the Company under federal,
state or local laws, including a release from any claims arising out of his
employment with the Company or the termination of that employment.
Pursuant to the Agreement, Mr. Watson further agreed to cooperate with the
Company in any litigation or disputes in which either the Company or Mr. Watson
may become involved to protect the confidentiality of the Company's confidential
information that Mr. Watson has knowledge of. Mr. Watson also agreed not to
compete with the Company, by owning, managing or participating in any business
that engages in the same business as the Company and its affiliates, by
diverting customers or accounts of the Company, or by inducing employees of the
Company to leave such employment, for the two years commencing on August 28,
2005 and ending August 27, 2007.
The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the Agreement, a copy of which
is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement
Pursuant to the Agreement, disclosed under Item 1.01 above, Mr. Watson's
Employment Agreement with the Company, dated August 30, 2002 (the "Original
Employment Agreement"), was terminated as of August 27, 2005. A description of
the terms and conditions of the Original Employment Agreement that are material
to the Company and Inergy, L.P. is set forth in Inergy, L.P.'s Annual Report on
Form 10-K for the fiscal year ended September 30, 2003, as filed with the
Securities and Exchange Commission on December 23, 2003, which description is
incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Pursuant to the Agreement, disclosed under Item 1.01 above, the employment
of Dean Watson, the Company's former Senior Vice President - Inergy Services,
was terminated on August 27, 2005.
Item 9.01. Financial Statements and Other Exhibits
(c) Exhibits - The following exhibits are filed as part of this report:
Exhibit No. Description
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10.1 Separation Agreement and Release with Dean Watson dated August
27, 2005
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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 29, 2005
By: /s/ Laura L. Ozenberger
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Laura L. Ozenberger
Vice President - General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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10.1 Separation Agreement and Release with Dean Watson dated
August 27, 2005