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
Date of Earliest Event Reported: July 28, 2004
Date of Report: July 28, 2004
Ferrellgas Partners, L.P.Ferrellgas
Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.
(Exact name of registrants as specified in their charters)
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Delaware Delaware Delaware Delaware
| 001-11331 333-06693 000-50182 000-50183
| 43-1698480 43-1742520 43-1698481 14-1866671
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(States or other jurisdictions of incorporation or organization) | Commission file numbers | (I.R.S. Employer Identification Nos.) |
One Liberty Plaza, Liberty, Missouri 64068
(Address of principal executive offices) (Zip Code)
Registrants’ telephone number, including area code: (816) 792-1600
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Anticipated Equity Offering
Ferrellgas Partners, L.P. has issued a press release announcing its plan to sell 2,500,000 common units in an underwritten offering pursuant to an effective registration statement on Form S-3 previously filed with the Securities and Exchange Commission. Ferrellgas will also grant the underwriters an option to purchase up to 375,000 additional units to cover over-allotments, if any. A consent from Ernst & Young LLP related to this offering is filed as Exhibit 23.1 to this Current Report and is hereby incorporated by reference. Ferrellgas also issued a press release today regarding the anticipated equity offering, and is filed as Exhibit 99.1 to this Current Report.
This filing does not constitute an offer to sell nor the solicitation of an offer to buy these securities. No offer, solicitation or sale of these securities will occur in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
The exhibits listed in the Index to Exhibits are filed as part of this Current Report on Form 8-K.
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.
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| FERRELLGAS PARTNERS, L.P.
By Ferrellgas, Inc., its general partner
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Date: July 28, 2004 | By/s/ Kevin T. Kelly |
| Kevin T. Kelly Senior Vice President and Chief Financial Officer
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| FERRELLGAS PARTNERS FINANCE CORP.
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Date: July 28, 2004 | By/s/ Kevin T. Kelly |
| Kevin T. Kelly Senior Vice President and Chief Financial Officer
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| FERRELLGAS, L.P.
By Ferrellgas, Inc., its general Partner
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Date: July 28, 2004 | By/s/ Kevin T. Kelly |
| Kevin T. Kelly Senior Vice President and Chief Financial Officer
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| FERRELLGAS FINANCE CORP.
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Date: July 28, 2004 | By/s/ Kevin T. Kelly |
| Kevin T. Kelly Senior Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit No.
| Description of Exhibit
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23.1 | Consent of Ernst & Young LLP, independent auditors, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. as filed with the SEC on April 22, 2004.
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99.1 | Press Release of Ferrellgas Partners, L.P. dated July 28, 2004, announcing its proposed public equity offering of 2,500,000 common units. |