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 20, 2004
Date of Report: April 22, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
Merger and Contribution of Blue Rhino
On April 20, 2004, FCI Trading Corp., an affiliate of Ferrellgas, Inc., our
general partner, acquired all of the outstanding common stock of Blue Rhino
Corporation in an all-cash merger. Pursuant to an Agreement and Plan of Merger
dated February 8, 2004, a subsidiary of FCI Trading merged with and into Blue
Rhino Corporation whereby the then current stockholders of Blue Rhino
Corporation were granted the right to receive a payment from FCI Trading of
$17.00 in cash for each share of Blue Rhino Corporation common stock outstanding
on April 20, 2004. FCI Trading thereafter became the sole stockholder of Blue
Rhino Corporation and immediately after the merger, FCI Trading converted Blue
Rhino Corporation into a limited liability company, Blue Rhino LLC.
Pursuant to a Contribution Agreement dated February 8, 2004, FCI Trading
contributed on April 21, 2004 all of the membership interests in Blue Rhino LLC
to Ferrellgas, L.P. through a series of transactions and Ferrellgas, L.P.
assumed FCI Trading's obligation under the Agreement and Plan Of Merger to pay
the $17.00 per share to the former stockholders of Blue Rhino Corporation
together with other specific obligations. In consideration of this contribution,
Ferrellgas Partners issued 195,686 common units to FCI Trading. Both we and FCI
Trading have agreed to indemnify our general partner from any damages incurred
by our general partner in connection with the assumption of any of the
obligations described above. Also on April 21, 2004, subsequent to the
contribution described above, Blue Rhino LLC merged with and into Ferrellgas,
L.P.
In addition to the payment of $17.00 per share to the former stockholders
of Blue Rhino Corporation, each vested stock option and warrant that permits its
holder to purchase common stock of Blue Rhino Corporation that was outstanding
immediately prior to the merger was converted into the right to receive a cash
payment from Blue Rhino Corporation equal to the difference between $17.00 per
share and the applicable exercise price of the stock option or warrant. Unvested
options and warrants not otherwise subject to automatic accelerated vesting upon
a change in control vested on a pro rata basis through April 19, 2004, based on
their original vesting date. The total payment to the former Blue Rhino
Corporation stockholders for all common stock outstanding on April 20, 2004 and
for those Blue Rhino Corporation options and warrants then outstanding was
approximately $343million. A press release regarding the merger and contribution
was issued by us on April 20, 2004 and is filed as Exhibit 99.2 to this Current
Report and is hereby incorporated by reference into this description.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Closing of $250 Million Senior Note Offering
On April 20, 2004 we announced that Ferrellgas Escrow LLC, a wholly-owned
subsidiary of Ferrellgas, L.P., and Ferrellgas Finance Escrow Corporation, a
wholly-owned indirect subsidiary of Ferrellgas, L.P., closed a private placement
of $250 million of 6-3/4% senior notes due 2014. The two subsidiaries are
co-obligors under the senior notes and received 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 senior
notes were issued pursuant to an indenture dated April 20, 2004. The indenture
is filed as Exhibit 4.1 to this Current Report and is hereby incorporated by
reference into this description. A press release regarding the closing of this
private placement was issued by us and Ferrellgas, L.P. on April 20, 2004 and is
filed as Exhibit 99.1 to this Current Report and is hereby incorporated by
reference into this description.
On April 21, 2004, Ferrellgas Escrow LLC was merged with and into
Ferrellgas, L.P. and Ferrellgas Finance Escrow Corporation was merged with and
into Ferrellgas Finance Corp., thereby making Ferrellgas, L.P. and Ferrellgas
Finance Corp. the new co-obligors under the senior notes. Ferrellgas, L.P. and
Ferrellgas Finance Corp. have agreed to effect an exchange offer for the senior
notes pursuant to a registration rights agreement dated April 20, 2004. The
registration rights agreement is filed as Exhibit 4.2 to this Current Report and
is hereby incorporated by reference into this description.
Billy D. Prim named an Executive Officer and appointed to Board of Directors
Mr. Billy D. Prim, the former Chairman and Chief Executive Officer of Blue
Rhino Corporation, entered into an employment agreement dated February 8, 2004
with Ferrell Companies, Inc. and our general partner that became effective April
20, 2004. Mr. Prim was also named to the Board of Directors of both those
entities on April 20, 2004. Pursuant to the terms of Mr. Prim's employment
agreement, on April 21, 2004 we paid Mr. Prim a non-compete and non-solicitation
payment of $2.5 million. Mr. Prim's employment agreement is filed as Exhibit
99.6 to this Current Report and is hereby incorporated by reference into this
description.
Ferrell Common Unit Purchase
On April 21, 2004, Mr. Ferrell purchased approximately $1.8 million of
common units pursuant to a Unit Purchase Agreement dated February 8, 2004 and
also exercised common unit options to purchase $3.2 million of common units.
Billy D. Prim and others' Common Unit Purchases
Mr. Prim and two other former Blue Rhino Corporation stockholders, each
entered into Unit Purchase Agreements with us dated February 8, 2004, pursuant
to which they purchased common units with an aggregate value of $31 million on
April 21, 2004. Mr. Prim's purchase consisted of $15 million of common units. We
have agreed to file a registration statement to register these common units,
along with those common units issued pursuant to Mr. Prim's contribution of a
piece of real property as described below, within ninety days of April 21, 2004.
Billy D. Prim Land Contribution
On April 21, 2004, Mr. Prim contributed to us a piece of real property in
Yadkin County, North Carolina previously leased to Blue Rhino Corporation in
exchange for common units with an aggregate value of $3.15 million.
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.
Although previously filed as Exhibit 3.1 to the Current Report on Form 8-K
dated April 15, 2004 of Ferrellgas Partners, L.P., Ferrellgas Partners Finance
Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp., the paragraph numbering of
the Third Amended and Restated Agreement of Limited Partnership of Ferrellgas
L.P. dated April 7, 2004 was incorrect. We are therefore refiling this
partnership agreement with the correct paragraph numbering as Exhibit 3.1 to
this Current Report and it is hereby incorporated by reference into this
description.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Audited consolidated balance sheets of Blue Rhino Corporation and
subsidiaries as of July 31, 2003, and 2002 and the related
consolidated statements of operations, stockholders' equity and
cash flows for each of the three years then ended and related
footnotes together with the Report of Independent Accountants of
Ernst & Young LLP with respect thereto are filed as Exhibit 99.3
to this Current Report.
(b) Pro forma financial information.
(i) The unaudited pro forma condensed combined financial
statements of Ferrellgas Partners, L.P. and Blue Rhino
Corporation as of January 31, 2004, for the six months ended
January 31, 2004 and for the fiscal year ended July 31,
2003, are filed as Exhibit 99.4 to this Current Report.
(ii) The unaudited pro forma condensed combined financial
statements of Ferrellgas , L.P. and Blue Rhino Corporation
as of January 31, 2004, for the six months ended January 31,
2004 and for the fiscal year ended July 31, 2003, are filed
as Exhibit 99.5 to this Current Report.
(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 22, 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 22, 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 22, 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 22, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit No. Description of Exhibit
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3.1 Third Amended and Restated Agreement of Limited Partnership
of Ferrellgas, L.P., dated as of April 7, 2004.
4.1 Indenture, dated as of April 20, 2004, with form of Note
attached, among Ferrellgas Escrow LLC, Ferrellgas Finance
Escrow Corporation, Ferrellgas, L.P., Ferrellgas Finance
Corp. and U.S. Bank National Association, as trustee,
relating to the 6-3/4% Senior Notes due 2014.
4.2 Registration Rights Agreement, dated as of April 20, 2004,
among Ferrellgas Escrow LLC, Ferrellgas Finance Escrow
Corporation, Ferrellgas, L.P., Ferrellgas Finance Corp.,
Credit Suisse First Boston LLC, Banc of America Securities
LLC, ABN AMRO Incorporated, Banc One Capital Markets, Inc.,
BNP Paribas Securities Corp., Piper Jaffray & Co., SG Cowen
Securities Corporation and Wells Fargo Securities, LLC,
relating to the 6-3/4% Senior Notes due 2014.
23.1 Consent of Ernst & Young LLP dated April 20, 2004,
independent auditors for the certain use of its report dated
September 16, 2003, except for the last paragraph of Note 2
as to which the date is October 8, 2003, with respect to the
consolidated financial statements of Blue Rhino Corporation
for the year ended July 31, 2003, appearing in Exhibit 99.3
to this Current Report.
99.1 Press Release of Ferrellgas Partners, L.P. and Ferrellgas,
L.P. dated April 20, 2004, announcing the consummation by
Ferrellgas Escrow LLC and Ferrellgas Finance Escrow Corp. of
a private placement of $250 million of 6-3/4% senior notes
due 2014.
99.2 Press Release of Ferrellgas Partners, L.P. dated April 20,
2004, announcing the merger of Blue Rhino Corporation with a
subsidiary of Ferrell Companies, Inc.
99.3 Audited consolidated balance sheets of Blue Rhino Corporation
and subsidiaries as of July 31, 2003, and 2002 and the
related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years then ended
and related footnotes together with the Report of Independent
Accountants of Ernst & Young LLP with respect thereto.
99.4 Pro forma condensed combined financial statements of
Ferrellgas Partners, L.P. and Blue Rhino Corporation as of
January 31, 2004, for the six months ended January 31, 2004
and for the fiscal year ended July 31, 2003.
99.5 Pro forma condensed combined financial statements of
Ferrellgas, L.P. and Blue Rhino Corporation as of January 31,
2004, for the six months ended January 31, 2004 and for the
fiscal year ended July 31, 2003.
99.6 Employment Agreement of Billy D. Prim dated February 8, 2004
among Ferrellgas, Inc., Ferrell Companies, Inc. and Billy D.
Prim.