Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): December 9, 2008
Ferrellgas Partners, L.P.
| Delaware | 001-11331 | 43-1698480 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas | 66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
Not Applicable
Ferrellgas Partners Finance Corp.
| Delaware | 333-06693 | 43-1742520 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas | 66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Ferrellgas, L.P.
| Delaware | 000-50182 | 43-1698481 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas | 66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Ferrellgas Finance Corp.
| Delaware | 000-50183 | 14-1866671 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas | 66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
| Item 2.02 Results of Operations and Financial Condition | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EXHIBIT 23.1 | ||||||||
| EXHIBIT 23.2 | ||||||||
| EXHIBIT 99.15 | ||||||||
Table of Contents
Item 2.02 Results of Operations and Financial Condition.
Ferrellgas, Inc. Audited Financial Statements
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated balance sheets of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. and Ferrellgas, L.P., and subsidiaries as of July 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2008. See Exhibit 99.15 for the audited financial statements and the report of the independent registered public accounting firm related hereto.
These audited financial statements and report of the independent registered public accounting firm dated October 22, 2008, and filed herewith, are incorporated by reference in Amendment No. 1 to Registration Statement Nos. 333-134867, 333-137961 and 333-130193, in Registration Nos. 333-121350, 333-115765 and 333-132337 on Form S-3, in Registration Statement No. 333-132340 on Form S-4, and in Post-Effective Amendment No. 1 to Registration Statement Nos. 333-87633 and 333-84344 of Ferrellgas Partners, L.P. and subsidiaries on Form S-8. See Exhibit 23.1 hereto for the independent registered public accounting firm’s consent.
These audited financial statements and report of the independent registered public accounting firm dated October 22, 2008, and filed herewith are incorporated by reference in Registration Statement No. 333-132337-01 of Ferrellgas Partners Finance Corp. on Form S-3. See Exhibit 23.2 hereto for the independent registered public accounting firm’s consent.
Item 9.01 Financial Statements and Exhibits.
The following materials are filed as exhibits to this Current Report on Form 8-K.
Exhibit 23.1 — Consent of Deloitte & Touche LLP, independent registered accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., as filed with the Securities and Exchange Commission on December 9, 2008.
Exhibit 23.2 — Consent of Deloitte & Touche LLP, independent registered accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners Finance Corp., as filed with the Securities and Exchange Commission on December 9, 2008.
Exhibit 99.15 — Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2008.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ferrellgas Partners, L.P. | ||||
| Date: December 9, 2008 | By | /s/ J. Ryan VanWinkle | ||
| J. Ryan VanWinkle | ||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
| Ferrellgas Partners Finance Corp. | ||||
| Date: December 9, 2008 | By | /s/ J. Ryan VanWinkle | ||
| J. Ryan VanWinkle | ||||
| Chief Financial Officer and Sole Director | ||||
| Ferrellgas L.P. | ||||
| Date: December 9, 2008 | By | /s/ J. Ryan VanWinkle | ||
| J. Ryan VanWinkle | ||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
| Ferrellgas Finance Corp. | ||||
| Date: December 9, 2008 | By | /s/ J. Ryan VanWinkle | ||
| J. Ryan VanWinkle | ||||
| Chief Financial Officer and Sole Director | ||||
Table of Contents
Exhibit Index
| Exhibit No. | Description | |
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., as filed with the Securities and Exchange Commission on December 9, 2008. | |
| 23.2 | Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners Finance Corp., as filed with the Securities and Exchange Commission on December 9, 2008. | |
| 99.15 | Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2008. | |