As filed with the Securities and Exchange Commission on February 18, 2003
================================================================================
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 reported event: January 16, 2003
Date of report: February 18, 2003
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
----------------------------------------------------------
(Exact name of registrants as specified in their charters)
Delaware 1-11331 43-1698480
Delaware 333-06693-02 43-1742520
----------------------------- ---------------- --------------------
(States or Other Jurisdictions (Commission File (I.R.S. Employer
of Incorporation) Numbers) Identification Nos.)
One Liberty Plaza, Liberty, Missouri 64068
---------------------------------------- ---------
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code: (816) 792-1600
================================================================================
ITEM 5. OTHER EVENTS.
Creation of Ferrellgas Finance Corp.
On January 16, 2003, we formed Ferrellgas Finance Corp. as a Delaware
corporation and wholly-owned subsidiary of Ferrellgas, L.P., our operating
partnership. Ferrellgas Finance Corp. has nominal assets and does not, and will
not in the future, conduct any operations or have any employees. Its sole
purpose is to potentially act as co-obligor of future issuances of debt
securities by our operating partnership so as to allow investment in those debt
securities by institutional investors that may not otherwise be able to make
such an investment by reason of our operating partnership's structure and the
legal investment laws of their states of organization or their charters. We have
attached to this report a copy of the Certificate of Incorporation and the
Bylaws of Ferrellgas Finance Corp.
Amendment of our Partnership Agreement
In connection with our preparation and filing of a registration statement
to be filed immediately after the filing of this Current Report on Form 8-K, we
discovered that an unintentional alteration occurred when we amended our
partnership agreement in June of 2000, with respect to the economic terms of our
general partner units.
At that time, we amended our partnership agreement to create general
partner units to represent our general partner's general partner interest in us,
among other amendments. Those amendments attempted to simplify provisions of our
partnership agreement in the context of the creation of those units.
Unfortunately, this simplification resulted in the unintentional minor reduction
of potential future distributions to be received by our general partner,
Ferrellgas, Inc., if and when our quarterly distributions per common unit were
to exceed $0.55. Our distributions to our general partner have not yet been
affected by this unintentional alteration since our quarterly distributions have
remained at $0.50 per common unit.
In accordance with the terms of our partnership agreement, our general
partner is authorized to make amendments to our partnership agreement without
the consent of any of our common unitholders or other limited partners to
reflect a change that:
o in the sole discretion of our general partner, does not adversely
affect our limited partners in any material respect; or
o is required to effect the intent of the provisions of our partnership
agreement or is otherwise contemplated by our partnership agreement.
On February 18, 2003, the board of directors of our general partner unanimously
approved amendments to our Third Amended and Restated Partnership Agreement:
o to correct this unintentional prior alteration to the economic terms of
our general partner units in our partnership agreement; and
o to restore the original intent of our partnership agreement.
These amendments to our partnership agreement are reflected in our Fourth
Amended and Restated Agreement of Limited Partnership, a copy of which is
attached as an exhibit to this report.
The amendments provide that our general partner will generally receive, as
it had prior to our attempt to simplify our partnership agreement language in
June of 2000, a total of 1% of the aggregate quarterly distributions we make to
our limited partners. In addition, the amendments correct some typographical
errors and references to tax regulations that have recently been enacted.
The amendments include the following:
o the inclusion in the recitals of references to the new amended and
restated partnership agreement;
o the change of the defined term "Agreement" to refer to the new amended
and restated partnership agreement;
o the deletion of the defined term "Special Pro Rata," which term created
the unintentional change in economic interests;
1
o the addition of the defined term
"Third Amended and Restated Agreement;"
o changes to correctly refer to "Capital Contributions" rather than
"Capital Accounts" in the first sentence of Section 4.3(c)(ii);
o changes to correctly refer to "Initial Closing Date" rather than
"Closing Date" in the defined term "Restricted Activities" and
Sections 5.1(d)(iii), 6.5(a), 6.5(b), and 13.1(b);
o corrections to section cross-references in the proviso of
Section 5.4(b);
o changes to comply with the deletion of the term "Special Pro Rata" in
Sections 5.1(c)(i)(E)-(G), 5.4(a)(ii)-(vi), 5.4(b)(ii)-(iv),
5.4(c)(ii)-(iii) and 5.4(d)(iv)-(vi);
o changes to reflect the current tax regulations in Section 5.2(b)(iii);
and
o changes to the form of certificate for common units and senior units to
reference the new amended and restated partnership agreement.
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.
2
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants have duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FERRELLGAS PARTNERS, L.P.
By: Ferrellgas, Inc., its general partner
By: /s/ Kevin T. Kelly
--------------------------------------------------
Kevin T. Kelly
Senior Vice President and Chief Financial Officer
FERRELLGAS PARTNERS FINANCE CORP.
By: /s/ Kevin T. Kelly
--------------------------------------------------
Kevin T. Kelly
Senior Vice President and Chief Financial Officer
Date: February 18, 2003
E - 1
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
------------ ----------------------
4.1 Certificate of Incorporation of Ferrellgas Finance Corp.
filed with the Delaware Secretary of State on
January 16, 2003.
4.2 Bylaws of Ferrellgas Finance Corp. adopted as of
January 16, 2003.
4.3 Fourth Amended and Restated Agreement of Limited
Partnership of Ferrellgas Partners, L.P. dated
February 18, 2003.
# 99.1 Ferrell Companies, Inc. Supplemental Savings Plan,
Restated January 1, 2000.
- -----------------------------------------------
# Management contracts or compensatory plans.