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 Event Reported: April 7, 2004
Date of Report: April 15, 2004
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.
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(Exact name of registrants as specified in their charters)
Delaware 001-11331 43-1698480
Delaware 333-06693 43-1742520
Delaware 000-50182 43-1698481
Delaware 000-50183 14-1866671
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(States or other Commission file (I.R.S. Employer
jurisdictions of numbers Identification Nos.)
incorporation or
organization)
One Liberty Plaza, Liberty, Missouri 64068
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (816) 792-1600
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Underwritten Public Offering of Common Units
Ferrellgas Partners, L.P. issued a press release announcing the closing of
its underwritten public offering of 7,000,000 common units on April 14, 2004. We
received net proceeds of approximately $156.4 million from the offering, based
on the public offering price of $23.34 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.
Amendment and Restatement of Partnership Agreement of Ferrellgas, L.P.
On April 7, 2004, we amended and restated the partnership agreement of our
operating partnership, Ferrellgas, L.P., to:
o incorporate prior amendments to the partnership agreement; and
o correct a typographical error related to our general partner's percentage
ownership interest in our operating partnership.
The Third Amended and Restated Agreement of Limited Partnership of
Ferrellgas L.P. dated April 7, 2004 is filed as Exhibit 3.1 to this Current
Report and is hereby incorporated by reference into this description.
Private Placement of Debt
Ferrellgas Partners, L.P. and Ferrellgas, L.P. have issued a press release
announcing the pricing on April 14, 2004 of a private placement by two
subsidiaries of Ferrellgas, L.P., acting as co-obligors, of $250.0 million of
6-3/4% senior notes due 2014. The subsidiaries anticipate receiving net proceeds
of approximately $243.5 million from the private placement based on an offering
price of 99.637% per note and after deducting underwriting discounts and
commissions.
The press release referenced above is filed as Exhibit 99.2 to this Current
Report and is 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: April 15, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
FERRELLGAS PARTNERS FINANCE CORP.
Date: April 15, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
FERRELLGAS, L.P.
By Ferrellgas, Inc., its general partner
Date: April 15, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
FERRELLGAS FINANCE CORP.
Date: April 15, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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1.1 Underwriting Agreement dated April 7, 2004 among
Ferrellgas Partners, L.P., Ferrellgas, L.P.,
Ferrellgas, Inc. and the several underwriters named
therein.
3.1 Third Amended and Restated Agreement of Limited
Partnership of Ferrellgas, L.P., dated as of
April 7, 2004.
5.1 Legal opinion of Mayer, Brown, Row & Maw LLP dated
April 14, 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, Row & Maw LLP dated
April 14, 2004 as to tax matters.
23.1 Consent of Mayer, Brown, Row & Maw LLP (contained in
Exhibits 5.1 and 8.1 herewith).
99.1 Press Release of Ferrellgas Partners, L.P. dated
April 15, 2004 announcing the closing of its public
offering of 7,000,000 common units.
99.2 Press Release of Ferrellgas Partners, L.P. and
Ferrellgas, L.P. dated April 15, 2004 announcing the
pricing of an underwritten private placement by two
subsidiaries of Ferrellgas, L.P. of $250.0 million
6-3/4% notes due 2014.