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 June 6, 1994
Date of Earliest Event Reported June 2, 1994
Ferrellgas, Inc.
Ferrell Companies, Inc.
One Liberty Oil Company
(Exact name of registrants as specified in their charters)
Delaware 73-1285864
Kansas 48-0587968
Missouri 33-38482 43-1180681
(States or Other Juris- ) (Commission (IRS Employer
dictions of Incorpora- File Number) Identification Nos.)
tion or Organization
One Liberty Plaza, Liberty, Missouri 64068
(Address of principal executive offices) (Zip Code)
(816) 792-1600
(Registrants' telephone number, including area code)
Item 5. OTHER EVENTS
On June 2, 1994, Ferrellgas, Inc. (the "Company"),
extended to midnight, New York City time, on Wednesday, June
15, 1994, the expiration date of (i) its previously announced
tender offer (the "Offer") to purchase all of its outstanding
11 5/8% Senior Subordinated Debentures due 2003 (the
"Debentures") for a cash purchase price equal to 110.5% of
their principal amount, plus accrued interest up to, but not
including, the expiration date of the Offer, and (ii) its
previously announced solicitation of consents (the
"Solicitation") to certain proposed amendments to the
Debentures (the "Proposed Amendments") for an additional
payment of $20 in cash for each $1,000 principal amount of
Debentures for which consents are received prior to the date on
which a supplemental indenture providing for the Proposed
Amendments is executed by the Company and the trustee under the
indenture (the "Consent Date"). No other amendments were made
to the terms of the Offer and the Solicitation.
On June 2, 1994, the Company and the trustee under
the indenture executed the supplemental indenture providing for
the Proposed Amendments. As a result, the Consent Date is June
2, 1994. The Proposed Amendments provide that the amended
provisions of the indenture will remain in effect in their
current form until the date the Company accepts the Debentures
for purchase pursuant to the Offer. Tendered Debentures may
not be withdrawn and consents may not be revoked on or after
the Consent Date.
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 Exhibit Index are filed as
part of this Current Report on Form 8-K.
SIGNATURES
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.
FERRELLGAS, INC.
By /s/ Danley K. Sheldon
Danley K. Sheldon
Vice President and Chief
Financial Officer
Date: June 6, 1994
SIGNATURES
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.
FERRELL COMPANIES, INC.
By /s/ Danley K. Sheldon
Danley K. Sheldon
Vice President and Chief
Financial Officer
Date: June 6, 1994
SIGNATURES
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.
ONE LIBERTY OIL COMPANY
By /s/ Danley K. Sheldon
Danley K. Sheldon
Vice President and Chief
Financial Officer
Date: June 6, 1994
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1 Text of press release issued by
Ferrellgas, Inc. on June 2, 1994
2 First Supplemental Indenture
dated as of June 2, 1994
between Ferrellgas, Inc. and
Norwest Bank Minnesota, N.A.
Exhibit No. 1
Contact: Jeanne M. Carr
MacKenzie Partners, Inc.
212-929-5916
or
Brian M.Smith
Ferrellgas, Inc.
816-792-7824
FOR IMMEDIATE RELEASE
FERRELLGAS, INC. EXTENDS TENDER OFFER AND CONSENT SOLICITATION
FOR 11 5/8% SENIOR SUBORDINATED DEBENTURES DUE 2003 TO JUNE 15;
RECEIVES REQUISITE CONSENTS TO PROPOSED AMENDMENTS
LIBERTY, MISSOURI, JUNE 2, 1994 --- Ferrellgas, Inc. (the
"Company") announced today that it has extended to midnight,
New York City time, on Wednesday, June 15, 1994, the expiration
date for its previously announced tender offer to purchase all
of its outstanding 11 5/8% Senior Subordinated Debentures Due
2003 and the related solicitation of consents to certain
proposed amendments to the indenture governing the debentures.
No other amendments have been made to the terms of the offer
and solicitation.
The Company also announced that, according to the depositary,
it has received, pursuant to the offer, tenders and consents to
the proposed amendments from holders representing 100% of the
$250,000,000 principal amount of debentures outstanding. This
includes debentures tendered by notices of guaranteed delivery.
The Company and the trustee under the indenture intend to
execute later today (the "Consent Date") the supplemental
indenture providing for the proposed amendments. The proposed
amendments provide that the amended provisions of the indenture
will remain in effect in their current form until the date the
Company accepts debentures for purchase pursuant to the offer.
Tendered debentures may be withdrawn and consents may be
revoked only until the Consent Date.
The offer and solicitation are being made in connection with
the previously announced proposed transfer of the Company's
propane business and assets, constituting all of its operating
assets, to Ferrellgas, L.P., a newly-formed limited
partnership. The offer, and the Company's obligation to make
consent payments, are conditioned upon, among other things, the
consummation of the proposed transfer and certain related
transactions, including the previously announced offerings by
Ferrellgas Partners, L.P. of 13.1 million Common Units
representing limited partner interests and by Ferrellgas, L.P.
of $250 million principal amount of Senior Notes due 2001. The
Company intends to extend the offer so that the final
expiration date occurs on or about the same date as the
consummation of such other transactions.
Donaldson, Lufkin & Jenrette Securities Corporation is acting
as Dealer Manager for the offer and solicitation and MacKenzie
Partners, Inc. is the Information Agent.
Exhibit No. 2
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of the
2nd day of June, 1994 by and between FERRELLGAS, INC., a
Delaware corporation (the "Company"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, as Trustee (the "Trustee") under an Indenture
dated as of December 1, 1991, pursuant to which the Company
issued its 11 5/8% Senior Subordinated Debentures due December
15, 2003 (the "Indenture"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings
provided such terms in the Indenture.
WHEREAS, the Company desires to amend the Indenture
as set forth below; and
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend the Indenture with the
written consent of the Holders of a majority in principal
amount of the then outstanding Securities; and
WHEREAS, pursuant to a solicitation of consent by the
Company, the requisite consent of the Holders of outstanding
Securities has been received; and
WHEREAS, all other conditions precedent to the
execution of this First Supplemental Indenture have been
complied with;
NOW, THEREFORE, each party, for the benefit of the
other party and for the equal and ratable benefit of the
Holders of the Securities, agrees as follows:
Section 1. Definitions. The following definitions are
hereby added to Section 1.01 of the Indenture:
"Acceptance Date" means the date on which the Company
shall have accepted for purchase and payment the
Securities validly tendered pursuant to the Tender Offer
and shall have so advised the Trustee in writing upon
which the Trustee may conclusively rely.
"Tender Offer" means the offer and solicitation made
by the Company to the Holders of the Securities pursuant
to the Offer to Purchase and Consent Solicitation, dated
May 4, 1994, as amended and supplemented.
Section 2. Amendment of Indenture.
(a) The following sections of the Indenture --
Section 4.04 (Compliance Certificate), Section 4.05 (Taxes),
Section 4.06 (Stay, Extension and Usury Laws), Section 4.07
(Limitation on Restricted Payments), Section 4.08 (Limitation
on Dividend and Other Payment Restrictions Affecting
Subsidiaries), Section 4.09 (Limitation on Additional Debt),
Section 4.11 (Limitation on Transactions with Affiliates),
Section 4.12 (Limitation on Liens), Section 4.13 (Corporate
Existence), Section 4.14 (Liquidation) and Section 4.15 (No
Senior Subordinated Debt) -- are hereby amended by adding a new
first paragraph below the heading of each such Section as
follows:
"This Section shall read in its entirety as set
forth below until the Acceptance Date at which time
this Section and any and all references hereto in
this Indenture shall, without any further action by
any person, be eliminated in their entirety."
(b) Clause (a) of Section 4.10 of the Indenture is
hereby amended by adding a new first paragraph after the
paragraph designation "(a)" but before the current language of
such Section 4.10(a) as follows:
"This Section 4.10(a) shall read in its
entirety as set forth below until the Acceptance
Date at which time this Section 4.10(a) shall,
without any further action by any person, read in
its entirety as set forth in brackets at the end of
this Section 4.10(a)."
and by adding the following paragraph to the end of such
Section 4.10(a):
["The Company will not, and will not
permit any of its subsidiaries (other than
Unrestricted Subsidiaries) to, (i) sell, lease,
convey or otherwise dispose of any assets (including
by way of a sale-and-leaseback) other than in the
ordinary course of business (provided that the sale,
lease, conveyance or other disposition of all or
substantially all of the assets of the Company shall
be governed by the provisions of Section 5.01
hereof), in one or a series of related transactions
involving assets or securities having a fair market
value in excess of $50 million in the aggregate, (an
"Asset Sale"), unless the Company shall comply with
this Section 4.10."]
(c) Clause (f) of Section 4.10 of the Indenture is
hereby amended by adding after the paragraph designation "(f)"
but before the current language of such Section 4.10(f) as
follows:
"This Section 4.10(f) shall read in its
entirety as set forth below until the Acceptance
Date at which time this Section 4.10(f) and any and
all references hereto in this Indenture shall,
without any further action by any person, be
eliminated in their entirety."
(d) The definitions of "Change in Control" and
"Related Parties" in Section 4.16 of the Indenture are hereby
amended by adding immediately before the current definition of
"Change in Control" as follows:
"The definitions of 'Change in Control' and
'Related Parties' in this Section 4.16 shall read in
their entirety as set forth below until the
Acceptance Date at which time this such definitions
shall, without any further action by any person,
read in their entirety as set forth in brackets at
the end of this Section 4.16."
and by adding the following paragraph to the end of such
Section 4.16:
["'Change in Control' means any
transaction the result of which is that James E.
Ferrell and the Related Parties (as defined below)
beneficially own, in the aggregate, directly or
indirectly, less than 51% of the total voting power
entitled to vote for the election of directors of
the Company (other than on account of a
consolidation or merger or a sale of all or
substantially all of the assets of the Company that
complies with Section 5.01 hereof)."]
["'Related Parties' means any lineal
descendant of James E. Ferrell, any trust for his
benefit or for the benefit of his spouse or any such
lineal descendant or any corporation or partnership
in which James E. Ferrell and/or any of the
foregoing Persons is the beneficial owner, directly
or indirectly, of 51% or more of the voting equity
interests."]
(e) Section 5.01 of the Indenture is hereby amended
by adding a new first paragraph below the heading to such
Section 5.01 as follows:
"This Section 5.01 shall read in its entirety
as set forth below until the Acceptance Date at
which time this Section 5.01 shall, without any
further action by any person, read in its entirety
as set forth in brackets at the end of this Section
5.01 and the current clauses (iii) and (iv) of such
Section 5.01 shall be deleted in their entirety."
and by adding the following paragraph to the end of such
Section 5.01:
["Section 5.01. When the Company May Merge,
etc.
["The Company will not consolidate or
merge with or into (whether or not the Company is
the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all
or substantially all of its properties or assets in
one or more related transactions to, another
corporation, person or entity unless:
["(i) with respect to transactions
entered into after the consummation of the
Transaction, as that term is defined in the Tender
Offer, either the Company is the surviving person or
the entity or the person formed by or surviving any
such consolidation or merger (if other than the
Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition
shall have been made is a corporation, partnership,
limited partnership or other entity organized or
existing under the laws of the United States, any
state thereof or the District of Columbia; and
["(ii) either (a) the person formed by
or surviving any such consolidation or merger (if
other than the Company) or the person to which such
sale, assignment, transfer, lease, conveyance or
other disposition shall have been made assumes all
of the Obligations of the Company pursuant to a
supplemental indenture in a form reasonably
satisfactory to the Trustee, under the Securities
and this Indenture; or (b) the Company shall make an
offer to redeem the Securities pursuant to Section
3.09."]
(f) Section 5.02 of the Indenture is hereby amended
by adding a new first paragraph below the heading to such
Section 5.02 as follows:
"This Section 5.02 shall read in its entirety
as set forth below until the Acceptance Date at
which time this Section 5.02 shall, without any
further action by any person, read in its entirety
as set forth in brackets at the end of this Section
5.02."
and by adding the following paragraph to the end of such
Section 5.02:
["Section 5.02. Successor Entity Substituted.
["Upon any consolidation or merger, or any
sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company,
in accordance with Section 5.01, the successor
entity formed by such consolidation or into or with
which the Company is merged or to which such sale,
lease, conveyance or other disposition is made
shall, in the event such successor elects to comply
with Section 5.01(ii)(a), succeed to, and be
substituted for, and may exercise every right and
power of, the Company under this Indenture with the
same effect as if such successor person has been
named as the Company herein; and, upon such
compliance, the Company shall be released or
discharged from the obligation to pay the principal
of or interest on the securities."]
(g) Clauses (5) and (6) of Section 6.01 of the
Indenture are hereby amended by adding a new first paragraph
after the paragraph designations "(5)" and "(6)," respectively,
but before the current language of such Clauses as follows:
"This Clause shall read in its entirety as set
forth below until the Acceptance Date at which time
this Clause and any and all references hereto in
this Indenture shall, without any further action by
any person, be eliminated in their entirety."
(h) Clause (3) of Section 6.01 of the Indenture is
hereby amended by adding a new first paragraph after the
designation "(3)" but before the current language of such
Clause (3) as follows:
"This Clause (3) of Section 6.01 shall read in
its entirety as set forth below until the Acceptance
Date at which time this Clause (3) of Section 6.01
shall, without any further action by any person,
read in its entirety as set forth in brackets at the
end of this Clause (3) of Section 6.01."
and by adding the following paragraph to the end of such Clause
(3) to Section 6.01:
["(3) the Company fails to observe or
perform any covenant, condition or agreement on the
part of the Company to be observed or performed
pursuant to Sections 4.10, 4.16 and 5.01 hereof;"]
Section 3. Amendment of Exhibit A.
(a) Exhibit A of the Indenture is hereby amended by
adding a new paragraph below the reference to such Exhibit A as
follows:
"Ferrellgas, Inc. and the Trustee have entered
into a First Supplemental Indenture dated as of June
2, 1994 which (i) eliminated certain of the
definitions contained therein; (ii) eliminated or
modified certain restrictive and other covenants
contained therein; and (iii) eliminated or modified
certain Events of Default contained therein.
Reference is hereby made to such First Supplemental
Indenture, copies of which are on file with the
Trustee.
(b) The first sentence of Paragraph 13 on the
reverse side of Exhibit A of the Indenture is hereby amended by
adding a new first sentence after the paragraph designation
"13" as follows:
"This Paragraph 13 shall read in its entirety
as set forth below until the Acceptance Date at
which time the first sentence of this Paragraph 13
shall, without any further action by any person,
read in its entirety as set forth in brackets at the
end of this Paragraph 13 and the balance of this
Paragraph 13 shall read as it currently does."
and by adding the following paragraph to the end of such
Paragraph 13:
["Events of Default include: default in payment
of interest on the Securities for 30 days; default
in payment of principal on the Securities; failure
by the Company to comply with certain agreements in
the Indenture or the Securities; failure by the
Company for 30 days after notice to it to comply
with certain of its other agreements in the
Indenture or the Securities; and certain events of
bankruptcy or insolvency."]
Section 4. Ratification of Indenture.
As amended by this First Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and shall
be read, taken and construed as one and the same instrument.
Section 5. The Trustee.
The Trustee shall not be responsible in any manner
whatsoever for the correctness of the recitals of fact herein,
all of which are made by the Company, and the Trustee shall not
be responsible or accountable in any manner whatsoever for or
with respect to the validity or sufficiency of this First
Supplemental Indenture.
Section 6. Effective Date.
This First Supplemental Indenture shall become
effective and binding upon the date and time hereof.
Section 7. Governing Law.
This First Supplemental Indenture shall be governed
by and construed in accordance with the laws of State of New
York.
Section 8. Counterparts.
This First Supplemental Indenture may be executed in
any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original, but all of which shall together
constitute but one and the same instrument.
Section 9. No Default.
The Company represents and warrants that, as of the
date hereof, no Default or Event of Default exists or, as a
result of the execution and delivery of the First Supplemental
Indenture, will exist.
Section 10. Notation on Securities. (a) Securities
authenticated and delivered after the effectiveness of this
First Supplemental Indenture shall be imprinted by the Trustee
with substantially the following notation pursuant to Section
9.05 of the Indenture:
"This Company and the Trustee have entered into
a First Supplemental Indenture dated as of June 2,
1994 which (i) eliminated certain of the definitions
contained therein; (ii) eliminated or modified
certain restrictive and other covenants contained
therein; and (iii) eliminated or modified certain
Events of Default contained therein. Reference is
hereby made to such First Supplemental Indenture,
copies of which are on file with the Trustee.
(b) Upon effectiveness of this First Supplemental
Indenture, the Company shall notify each remaining Holder of
such effectiveness and of the amended form of Security and if
the Company so determines, new Securities shall be prepared and
executed by the Company, at its expense, so modified as to
conform, in the opinion of the Trustee and the Company, to this
First Supplemental Indenture, authenticated by the Trustee and
delivered in exchange for the Securities then outstanding. The
Trustee shall give notice to each Holder of the time, place and
manner in which any such exchange shall be made.
Section 11. Miscellaneous.
(a) All of the covenants, stipulations, promises and
agreements in this First Supplemental Indenture by or on behalf
of the Company shall bind its successors and assigns, whether
so expressed or not.
(b) If and to the extent that any provision of this
First Supplemental Indenture limits, qualifies or conflicts
with another provision which is required to be included herein
or in the Indenture by the Trust Indenture Act, such required
provision shall be deemed to be included herein and shall
control.
(c) In case any provision of this First Supplemental
Indenture or the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions hereof or of the Securities shall not in
any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed and
delivered as of the date first written above.
FERRELLGAS, INC.
By:/S/ Danley K. Sheldon
Name: Danley K. Sheldon
Title:Vice President & Chief
Financial Officer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /S/ Raymond S. Haverstock
Name: Raymond S. Haverstock
Title: Assistant Vice President