As filed with the Securities and Exchange Commission on December 13, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware 43-1698480
Delaware 43-1742520
- --------------------------------- -------------------------------
(States or other jurisdictions of (I.R.S. Employer
incorporation or organization) Identification Nos.)
One Liberty Plaza, Liberty, Missouri 64068
(816) 792-1600
(Address, including zip code, and telephone
number, including area code, of
registrants' principal executive
offices)
Kevin T. Kelly
Senior Vice President and Chief Financial Officer
One Liberty Plaza, Liberty, Missouri 64068
(816) 792-1600
(Name, address, including zip code,
and telephone number,
including area code, of
registrants' agent for
service)
Copies to:
David L. Ronn
Mayer, Brown, Rowe & Maw
700 Louisiana Street, Suite 3600
Houston, Texas 77002
(713) 546-0525
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement, as determined
in light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| - Registration No.
333-71111.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
Title of each class of Amount of Proposed maximum Proposed maximum
securities to be securities to be offering price per aggregate offering Amount of
registered registered (1) (2) (3) security (1) (2) (3) price (4) (5) registration fee (4)
- ------------------------ ------------------------ -------------------------- ----------------------- --------------------
Debt Securities - - $7,550,000 $694.60
======================== ======================== ========================== ======================= ======================
<FN>
(1) There are being registered hereunder a presently indeterminate principal
amount of debt securities.
(2) Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the
amount of securities being registered hereunder represents no more than 20% of
the $40,450,000 million of registered securities not previously sold by
Ferrellgas Partners, L.P. and Ferrellgas Finance Partners Corp. under
Registration Statement No. 333-71111.
(3) The amount of securities to be registered and the proposed maximum offering
price per security to be registered is not specified pursuant to General
Instruction, II.D. of Form S-3 under the Securities Act. The proposed maximum
offering price per security will be determined from time to time by Ferrellgas
Partners, L.P. and Ferrellgas Finance Partners Corp. in connection with their
issuance of the securities registered hereunder.
(4) We have estimated the proposed maximum aggregate offering price solely to
calculate the amount of registration fee under Rule 457(o) of the Securities
Act. In no event will the aggregate initial offering price of all securities
issued from time to time hereunder exceed $7,550,000. The securities registered
hereunder may be sold separately or as units with other registered securities.
(5) If any debt securities are issued at an original issue discount, then the
offering price of such debt securities shall be in such greater principal amount
as shall result in an aggregate initial offering price not to exceed $7,550,000
less the dollar amount of any registered securities previously issued hereunder.
</FN>
EXPLANATORY NOTE
This Registration Statement on Form S-3 of Ferrellgas Partners, L.P. and
Ferrellgas Partners Finance Corp. is being filed with respect to the
registration of an additional $7,550,000 aggregate maximum amount of debt
securities pursuant to Rule 462(b) and General Instruction IV of Form S-3, both
as promulgated under the Securities Act.
In accordance with General Instruction IV of Form S-3, this registration
statement incorporates by reference the contents of the previously filed
Amendment No. 1 to the Registration Statement on Form S-3 of Ferrellgas
Partners, L.P. and Ferrellgas Partners Finance Corp. (File No. 333-71111),
including each of the documents filed by Ferrellgas Partners, L.P. and
Ferrellgas Partners Finance Corp. with the SEC and incorporated or deemed to be
incorporated by reference therein and all exhibits thereto. Such previously
filed registration statement was filed with the SEC on February 5, 1999,
thereafter declared effective by the SEC and remains effective as of the date of
this filing.
EXHIBITS
Exhibit Number Description
* 5.1 Opinion of Mayer, Brown, Rowe & Maw.
* 23.1 Consent of Deloitte & Touche LLP.
* 23.2 Consent of Mayer, Brown, Rowe & Maw
(contained in Exhibit 5.1 herewith).
- -------------
* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-3 and has duly
caused this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Liberty, State of
Missouri, on December 13, 2002.
FERRELLGAS PARTNERS, L.P.
By: FERRELLGAS, INC., its general partner
By: /s/ James E. Ferrell
-----------------------------------------
James E. Ferrell
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
Name Title Date
/s/ James E. Ferrell Chairman, President and December 13, 2002
- ------------------------- Chief Executive Officer
James E. Ferrell of Ferrellgas, Inc.
/s/ A. Andrew Levison Director of Ferrellgas, Inc. December 13, 2002
- -------------------------
A. Andrew Levison
/s/ Elizabeth T. Solberg Director of Ferrellgas, Inc. December 13, 2002
- -------------------------
Elizabeth T. Solberg
/s/ Michael F. Morrissey Director of Ferrellgas, Inc. December 13, 2002
- -------------------------
Michael F. Morrissey
/s/ Kevin T. Kelly Senior Vice President and December 13, 2002
- ------------------------- Chief Financial Officer of
Kevin T. Kelly Ferrellgas, Inc. (Principal
Financial and Accounting
Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-3 and has duly
caused this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Liberty, State of
Missouri, on December 13, 2002.
FERRELLGAS PARTNERS FINANCE CORP
By: /s/ James E. Ferrell
--------------------------------------
James E. Ferrell
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
Name Title Date
/s/ James E. Ferrell President and Chief December 13, 2002
- ------------------------- Executive Officer
James E. Ferrell (Principal Executive
Officer)
/s/ Kevin T. Kelly Senior Vice President and December 13, 2002
- ------------------------- Chief Executive Officer
Kevin T. Kelly (Principal Financial and
Accounting Officer)
Exhibit Index
Exhibit Number Description
* 5.1 Opinion of Mayer, Brown, Rowe & Maw.
* 23.1 Consent of Deloitte & Touche LLP.
* 23.2 Consent of Mayer, Brown, Rowe & Maw
(contained in Exhibit 5.1 herewith).
- -------------
* filed herewith