Mail Stop 3561
January 6, 2006
Kevin T. Kelly
Senior Vice President and Chief Financial Officer
Ferrellgas, Inc.
7500 College Boulevard, Suite 1000
Overland Park, Kansas 66210
Re: Ferrellgas Partners, Inc.
Registration Statement on Form S-3
Filed December 8, 2005
File No.: 333-130193
Form 10-K for the year ended July 31, 2005
File No. 1-11331
Filed: October 14, 2005
Dear Mr. Kelly:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Prospectus
Tax Consequences, page 3
1. We note your statement in the third paragraph under this
heading
that "All statements as to matters of law and legal conclusions
......are the opinion of Mayer, Brown, Rowe & Maw LLP....".
However,
the last sentences at each of the captions "Partnership Status"
and
"Tax Treatment of Unitholders" refer to the "discussion" in the
next
succeeding sub-section. Please revise to remove the implication
that
these matters do not represent the actual opinion of counsel on
these
matters.
Selling Unitholder, page 16
2. We note your reference in the third sentence of this section to
the issuance of common units on conversion of outstanding senior
units in accordance with the terms of your partnership agreement.
Please tell us how you calculated the number of shares to be
issued,
based on the provisions of Section 5.7 (c) of your partnership
agreement, as amended (Exhibit 3.1).
Exhibits, page II-3
Exhibit 5.1, Opinion as to Legality
3. Please refer to the fourth paragraph and the clause "...on the
assumption that the holders of the Units take no part in the
control
of the Issuer`s business and otherwise act in conformity with the
provisions of the Partnership Agreement regarding the control and
management of the Issuer..." Please tell us why you feel this
assumption is appropriate.
4. Also, please tell us your basis for the final, parenthetical,
clause of the fourth paragraph, "...except as non-assessability
may
be affected by particular provisions of the Delaware Revised
Uniform
Limited Partnership Act (the "Delaware Act")).
5. Please also delete from the second sentence of the sixth
paragraph
the clause "as in effect on the date hereof, the Delaware Act...",
since your opinion should not be so limited as to date.
Similarly,
delete from the seventh paragraph any language which limits the
effectiveness of the opinion as to a specific date or period of
time
or a specific use.
Undertakings, page II-4
6. Please include in the registration statement the additional
undertakings required by Item 512(a) of Regulation S-K with
respect
to registration statements filed on or after December 1, 2005.
See
Release No. 33-8591.
Form 10-K for the fiscal year ended July 31, 2005
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 38
Liquidity and Capital Resources, page 45
Contractual Obligation, pages 52-53
7. Please revise your tabular presentation to include a total
amount
for each specific column and time period.
Adoption of New Accounting Standards, page 54
8. Please tell us and disclose in future filings the impact on
your
financial statements of your adoption of FIN46 and FIN 46R.
Controls and Procedures, page 59
Disclosure Controls and Procedures
9. Please expand your conclusion of effectiveness as stated in the
first paragraph at this sub-heading to state also that your
controls
and procedures are effective to provide reasonable assurance that
information required to be disclosed by an issuer in the reports
or
submits under the Securities Exchange Act is accumulated and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure. See Rule 13a-15(e) under the Securities
Exchange Act.
Changes in Internal Control over Financial Reporting, page 59
10. Please revise your disclosure to describe more specifically
the
nature of the modifications you made to your internal controls
over
financial reporting during the fiscal quarter ended July 31, 2005.
Your disclosure should be sufficiently detailed so that it
indicates
the basis for your conclusion.
Financial Statements
Consolidated Financial Statements
Notes to Consolidated Financial Statements, page F-7
Note B. Summary of Significant Accounting Policies , page F-7
11. Please disclose the types of costs and expenses included in
the
Statement of Operations line item general and administrative
expenses.
Note C. Business Combinations, page F-13
Blue Rhino Contribution, page F-15
12. You disclose that 195,686 common units were issued to FCI
Trading
in consideration for the Blue Rhino contribution which had an
aggregate value of $418.4 million, or $2.14 per unit issued.
Please
tell us the price at which the units were trading upon issuance,
and
clarify for us how you determined the amount of units to be issued
in
consideration of the net assets contributed by FCI Trading. Refer
to
paragraph 51(d) of SFAS 141.
* * * *
* *
*
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Enforcement has access to all information you provide
to
the staff of the Division of Corporation Finance in connection
with
our review of your filing or in response to our comments on your
filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Millwood Hobbs at (202) 551-3241, or Michael
Moran,
Senior Assistant Chief Accountant, at (202) 551- 3841, if your
have
questions regarding comments on the financial statements and
related
matters. Please contact Albert
Yarashus at (202) 551-3239, David Mittelman, Legal Branch Chief ,
at
(202) 551-3214, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant
Director
cc: David L. Ronn
FAX (713) 632-1825
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Kevin T. Kelly
Ferrellgas Partners, L.P.
January 6, 2006
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