UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 29, 2004
Date of Report: August 3, 2004
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.
| Delaware Delaware Delaware Delaware | 001-11331 333-06693 000-50182 000-50183 | 43-1698480 43-1742520 43-1698481 14-1866671 | ||
| (States or other jurisdictions of incorporation or organization) | Commission file numbers | (I.R.S. Employer Identification Nos.) |
One Liberty Plaza, Liberty, Missouri 64068
Registrants’ telephone number, including area code: (816) 792-1600
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Underwritten Public Offering of Common Units
We filed a press release today announcing the closing of our underwritten public offering of 2,500,000 common units. We received net proceeds of approximately $47.875 million from the offering, based on the public offering price of $20.00 per common unit and after deducting underwriting discounts and commissions.
The underwriting agreement under which we issued and sold the common units referenced above, and the press release referenced above, are filed as Exhibit 1.1 and Exhibit 99.1, respectively, to this Current Report and are hereby incorporated by reference into this description.
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.
| FERRELLGAS PARTNERS, L.P. By Ferrellgas, Inc., its general partner | ||||
| Date: August 3, 2004 | By | /s/ Kevin T. Kelly | ||
| Kevin T. Kelly | ||||
| Senior Vice President and Chief Financial Officer | ||||
| FERRELLGAS PARTNERS FINANCE CORP. | ||||
| Date: August 3, 2004 | By | /s/ Kevin T. Kelly | ||
| Kevin T. Kelly | ||||
| Senior Vice President and Chief Financial Officer | ||||
| FERRELLGAS, L.P. By Ferrellgas, Inc., its general partner | ||||
| Date: August 3, 2004 | By | /s/ Kevin T. Kelly | ||
| Kevin T. Kelly | ||||
| Senior Vice President and Chief Financial Officer | ||||
| FERRELLGAS FINANCE CORP. | ||||
| Date: August 3, 2004 | By | /s/ Kevin T. Kelly | ||
| Kevin T. Kelly | ||||
| Senior Vice President and Chief Financial Officer | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description of Exhibit | |
| 1.1 | Underwriting Agreement dated July 29, 2004 among Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas, Inc. and the several underwriters named therein. | |
| 5.1 | Legal opinion of Mayer, Brown, Rowe & Maw LLP dated August 3, 2004 as to the legality of the common units issued by Ferrellgas Partners, L.P. pursuant to the Underwriting Agreement referenced in Exhibit 1.1 herewith. | |
| 8.1 | Legal opinion of Mayer, Brown, Rowe & Maw LLP dated August 3, 2004 as to tax matters. | |
| 23.1 | Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibit 5.1 and in Exhibit 8.1 herewith). | |
| 99.1 | Press Release of Ferrellgas Partners, L.P. dated August 3, 2004 announcing the closing of its public offering of 2,500,000 common units. |
