UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended April 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission file number: 1-11331
Ferrellgas Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware 43-1698480
---------------------------- -------------------------------
(States or other jurisdictions of (I.R.S. Employer Identification
incorporation or organization)
One Liberty Plaza, Liberty, Missouri 64068
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (816) 792-1600
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
At May 15, 1996, the registrant had units outstanding as follows:
Ferrellgas Partners, L.P. - 14,612,580 Common Units
16,593,721 Subordinated Units
FERRELLGAS PARTNERS, L.P.
Table of Contents
PART I - FINANCIAL INFORMATION
Page
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets - April 30, 1996 and July 31, 1995 1
Consolidated Statements of Earnings -
Three months and nine months ended April 30, 1996 and 1995 2
Consolidated Statements of Partners' Capital -
Nine months ended April 30, 1996 3
Consolidated Statements of Cash Flows -
Nine months ended April 30, 1996 and 1995 4
Notes to Consolidated Financial Statements 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 7
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 12
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
April 30, July 31,
ASSETS 1996 1995
- --------------------------------------------------------------------------- ----------------- -----------------
(unaudited)
Current Assets:
Cash and cash equivalents $ 87,809 $ 29,877
Accounts and notes receivable 80,639 58,239
Inventories 24,316 44,090
Prepaid expenses and other current assets 5,619 5,884
----------------- -----------------
Total Current Assets 198,383 138,090
Property, plant and equipment, net 342,593 345,642
Intangible assets, net 98,697 86,886
Other assets, net 11,455 7,978
----------------- -----------------
Total Assets $651,128 $578,596
================= =================
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------------------------------------------------
Current Liabilities:
Accounts payable $ 44,912 $ 57,729
Other current liabilities 30,446 31,433
Short-term borrowings 0 20,000
----------------- -----------------
Total Current Liabilities 75,358 109,162
Long-term debt 432,307 338,188
Other liabilities 12,288 11,398
Committents and contingencies
Minority interest 2,902 1,211
Partners' Capital:
Common unitholders, (14,571,377 and 14,398,942
units outstanding in 1996 and 1995, respectively) 91,073 84,489
Subordinated unitholders (16,593,721 units outstanding
in 1996 and 1995) 94,780 91,824
General partner (57,580) (57,676)
----------------- -----------------
Total Partners' Capital 128,273 118,637
----------------- -----------------
Total Liabilities and Partners' Capital $651,128 $578,596
================= =================
See notes to consolidated financial statements.
1
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per unit data)
(unaudited)
Three months ended Nine months ended
-------------------------------- ---------------------------------
April 30, April 30, April 30, April 30,
1996 1995 1996 1995
-------------- ------------- --------------- -------------
Revenues:
Gas liquids and related product sales $181,241 $162,821 $522,446 $483,290
Other 9,502 5,192 31,266 22,797
-------------- ------------- -------------- -------------
Total revenues 190,743 168,013 553,712 506,087
Cost of product sold (exclusive of
depreciation, shown separately below) 105,263 94,759 300,844 285,059
-------------- ------------- -------------- -------------
Gross profit 85,480 73,254 252,868 221,028
Operating expense 45,743 40,638 134,363 120,335
Depreciation and amortization expense 8,703 8,443 25,839 23,855
General and administrative expense 2,981 3,118 9,535 8,366
Vehicle lease expense 1,418 1,080 3,621 3,227
-------------- ------------- -------------- -------------
Operating income 26,635 19,975 79,510 65,245
Interest expense (8,567) (8,221) (26,775) (23,536)
Interest income 443 433 1,068 947
Loss on disposal of assets (314) (126) (1,084) (429)
-------------- ------------- -------------- -------------
Earnings before minority interest 18,197 12,061 52,719 42,227
Minority interest 185 122 534 427
-------------- ------------- -------------- -------------
Net earnings 18,012 11,939 52,185 41,800
General partner's interest in net earnings 180 119 522 418
-------------- ------------- -------------- -------------
Limited partners' interest in net earnings $ 17,832 $ 11,820 $ 51,663 $ 41,382
-------------- ------------- -------------- -------------
Net earnings per limited partner unit $ 0.57 $ 0.38 $ 1.66 $ 1.34
-------------- ------------- -------------- -------------
Weighted average number of units
outstanding 31,139 30,993 31,103 30,880
============== ============= ============== =============
See notes to consolidated financial statements.
2
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(in thousands)
(unaudited)
------------------------------
Number of units
------------------------------ Total
Sub- Sub- General partners'
Common ordinated Common ordinated partner capital
------------ --------------- --------------- ---------------- -------------- --------------
July 31, 1995 14,398.9 16,593.7 $84,489 $91,824 $(57,676) $118,637
Assets contributed
in connection with
acquisitions 284 325 6 615
Common units issued
in connection with
acquisitions 172.5 3,900 39 3,939
Quarterly distributions (21,741) (24,891) (471) (47,103)
Net earnings 24,141 27,522 522 52,185
------------ --------------- --------------- ---------------- -------------- --------------
April 30, 1996 14,571.4 16,593.7 $91,073 $94,780 $(57,580) $128,273
============ =============== =============== ================ ============== ==============
See notes to consolidated financial statements.
3
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine months ended
------------------------------------
April 30, April 30,
1996 1995
---------------- ----------------
Cash Flows From Operating Activities:
Net earnings $52,185 $41,800
Reconciliation of net earnings to net
cash from operating activities:
Depreciation and amortization 25,839 23,855
Other 3,602 2,710
Changes in operating assets and liabilities net of effects from business
acquisitions:
Accounts and notes receivable (21,800) (10,344)
Inventories 20,062 19,505
Prepaid expenses and other current assets 429 (1,143)
Accounts payable (12,573) (6,270)
Other current liabilities (2,435) (4,567)
Other liabilities 704 (100)
---------------- ----------------
Net cash provided by operating activities 66,013 65,446
---------------- ----------------
Cash Flows From Investing Activities:
Business acquisitions (3,342) (17,135)
Capital expenditures (10,391) (13,273)
Other (2,572) 456
---------------- ----------------
Net cash used by investing activities (16,305) (29,952)
---------------- ----------------
Cash Flows From Financing Activities:
Net reductions to short-term borrowings (20,000) (3,000)
Additions to long-term debt (exclusive of debt assumed in
acquisitions) 167,752 60,000
Reductions of long-term debt (94,319) (53,750)
Distributions (47,103) (36,001)
Contributions from general partner 2,338 66
Other (444) (315)
---------------- ----------------
Net cash provided (used) by financing activities 8,224 (33,000)
---------------- ----------------
Increase in cash and cash equivalents 57,932 2,494
Cash and cash equivalents - beginning of period 29,877 14,535
---------------- ----------------
Cash and cash equivalents - end of period $87,809 $17,029
================ ================
Cash paid for interest $31,839 $17,153
================ ================
See notes to consolidated financial statements.
4
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1996
(unaudited)
A. The unaudited consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of
the interim periods presented. All adjustments to the financial statements
were of a normal recurring nature.
B. The propane industry is seasonal in nature because propane is used
primarily for heating in residential and commercial buildings. Therefore,
the results of operations for the periods ended April 30, 1996 and April
30, 1995 are not necessarily indicative of the results to be expected for a
full year.
C. Supplemental balance sheet information (in thousands)
Inventories consist of:
April 30, July 31,
1996 1995
---------------- -----------------
Liquefied propane gas and related products $ 17,483 $37,550
Appliances, parts and supplies 6,833 6,540
---------------- -----------------
$ 24,316 $44,090
================ =================
In addition to inventories on hand, Ferrellgas Partners, L.P.
("Partnership") enters into contracts to buy product for supply purposes.
All such contracts have terms of less than one year and call for payment
based on market prices at date of delivery.
Property, plant and equipment, net consist of:
April 30, July 31,
1996 1995
----------------- -----------------
Property, plant and equipment $528,740 $521,110
Less: accumulated depreciation 186,147 175,468
---------------- -----------------
$342,593 $345,642
================= =================
Intangibles, net consist of:
April 30, July 31,
1996 1995
----------------- -----------------
Intangibles $188,166 $168,881
Less: accumulated amortization 89,469 81,995
---------------- -----------------
$ 98,697 $ 86,886
================= =================
5
D. On April 26, 1996, the Partnership issued $160,000,000 of 9 3/8% Senior
Notes due 2006 ("Senior Notes"). The Senior Notes will become guaranteed by
Ferrellgas, L.P. (the "Operating Partnership" or the "OLP") on a senior
subordinated basis if certain conditions are met. The Operating Partnership's
Credit Agreement and the Operating Partnership Indenture currently prohibit the
Operating Partnership from guaranteeing any indebtedness unless, among meeting
other conditions, the fixed charge coverage ratio for the Operating Partnership
meets certain levels at prescribed dates. Currently the OLP does not meet such
conditions and, therefore, there can be no assurance as to whether or when this
guarantee will occur. The senior secured notes are redeemable at the option of
the Partnership, in whole or in part, at any time on or after June 15, 2001. The
senior secured notes bear interest from the date of issuance, payable
semi-annually in arrears on June 15 and December 15 of each year commencing on
December 15, 1996.
E. The Partnership is threatened with or named as a defendant in various
lawsuits which, among other items, claim damages for product liability. It
is not possible to determine the ultimate disposition of these matters;
however, management is of the opinion that there are no known claims or
contingent claims that are likely to have a material adverse effect on the
results of operations, financial condition or liquidity of the Partnership.
F. During the three months ended April 30, 1996 and 1995, the Partnership
declared a $0.50 distribution, respectively to all Common and Subordinated
unitholders. During the nine months ended April 30, 1996 and 1995, the
Partnership declared distributions totaling $1.50 and $1.15, respectively
to all Common and Subordinated unitholders.
G. On April 30, 1996, Ferrellgas, Inc. ("Ferrellgas"), the General Partner
of the Partnership, consummated the purchase of all of the stock of Skelgas
Propane, Inc. ("Skelgas"), a subsidiary of Superior Propane, Inc. of Toronto,
Canada for a cash purchase price of $89,650,000 (including $21,200,000 of
working capital). Ferrellgas borrowed the funds for such purchase from Bank of
America National Trust & Savings Association ("BofA" and the "BofA Acquisition
Loan").
As of May 1, 1996, Ferrellgas (i) caused Skelgas and each of its
subsidiaries to be merged into Ferrellgas and (ii) transferred all of the
assets of Skelgas and its subsidiaries to the Operating Partnership. In
exchange, the Operating Partnership assumed substantially all of the
liabilities, whether known or unknown, associated with Skelgas and its
subsidiaries and their propane business (excluding income tax liabilities).
In consideration of the retention by Ferrellgas of certain income tax
liabilities, the Partnership issued 41,203 Common Units to Ferrellgas. The
liabilities assumed by the Operating Partnership included the obligations
of Ferrellgas under the BofA Acquisition Loan. Immediately following the
transfer of assets and related transactions described above, the Operating
Partnership repaid the BofA Acquisition Loan with cash and borrowings under
the Operating Partnership's existing acquisition bank credit line. The
accompanying financial statements do not reflect this subsequent event.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Unaudited)
The following is discussion of the results of operations and financial
condition of the consolidated operations of Ferrellgas Partners, L.P. (the
"Partnership" or "MLP"). Except for the effect of the Partnership's issuance of
$160,000,000 of 9 3/8% Senior Secured Notes (the "Senior Notes") in April 1996,
Ferrellgas, L.P. (the "Operating Partnership" or "OLP") accounts for all of the
consolidated assets, sales, and earnings of the Partnership.
Results of Operations
The propane industry is seasonal in nature with peak activity during the
winter months. Due to the seasonality of the business, results of operations for
the three and nine months ended April 30, 1996 and 1995, are not necessarily
indicative of the results to be expected for a full year. Other factors
affecting the results of operations include competitive conditions, demand for
product, variations in weather and fluctuations in propane prices.
Three Months Ended April 30, 1996 vs. April 30, 1995
Total Revenues. Total revenues increased 13.5% to $190,743,000 as compared
to $168,013,000 for the prior period. The increase is principally due to the
impact of colder weather on retail propane volumes and increased sales price per
gallon partially offset by revenues from other operations (net trading
operations, wholesale propane marketing and chemical feedstocks marketing) which
decreased 21.2% to $27,932,000. For the quarter ended April 30, 1996, winter
temperatures, as reported by the American Gas Association, were 12.7% colder
than the same period last year and 5.5% colder than normal.
The decrease in revenues from other operations is primarily due to a
decrease in chemical feedstocks marketing revenues due to a decrease in sales
volume and selling price. Both volume and selling price decreased as a result of
decreased availability of product from refineries and decreased demand from
petrochemical companies.
Gross Profit. Gross profit increased 16.7% to $85,480,000 as compared to
$73,254,000 for the prior period. The increase is primarily due to a $8,294,000
increase in retail sales gross profit and a $3,932,000 increase in other
operations gross profit. Retail propane operations results improved primarily
due to colder weather that resulted in a 12.6% increase in gallons sold to
183,458,000 gallons as compared to 162,914,000 gallons for the prior period.
Other operations results improved due to the high market volatility on trading
operations and improved wholesale propane marketing.
Operating Expenses. Operating expenses increased 12.6% to $45,743,000 as
compared to $40,638,000 for the prior period. The increase is attributable
principally to higher payroll and delivery cost associated with higher retail
and wholesale volumes and incremental costs of acquisitions.
Depreciation and Amortization. Depreciation and amortization expense
increased 3.1% to $8,703,000 as compared to $8,443,000 for the prior period
primarily due to acquisitions of propane businesses.
Interest Expense. Interest expense increased 4.2% to $8,567,000 as compared
to $8,221,000 in the prior period. This increase is primarily the result of the
increase in the net borrowings from the Operating Partnership's revolving credit
loans and the issuance of $160,000,000 of Senior Notes on April 26, 1996,
partially offset by lower interest rates. The Partnership expects interest
expense to increase due to the effect of the issuance of the Senior Notes in
April, 1996.
7
Nine Months Ended April 30, 1996 vs. April 30, 1995
Total Revenues. Total revenues increased 9.4% to $553,712,000 as compared
to $506,087,000 for the prior period. The increase is primarily attributable to
the impact of colder weather on retail volumes and increased sales price per
gallon in the second and third quarters and acquisitions of propane businesses,
partially offset by declines in revenues from other operations (net trading
operations, wholesale marketing and chemical feedstocks marketing) which
decreased 22.9% to $84,433,000 and the impact of warmer weather in the first
quarter. To date, fiscal 1996 winter temperatures, as reported by the American
Gas Association, are 14.3% colder than the same period last year and 3.0% colder
than normal.
The decrease in revenues from other operations is primarily due to a
decrease in chemical feedstocks marketing revenues due to a decrease in sales
volume and selling price. Both volume and sales price decreased as a result of
decreased availability of product from refineries and decreased demand from
petrochemical companies.
Gross Profit. Gross profit increased 14.4% to $252,868,000 as compared to
$221,028,000 for the prior period. The increase is primarily attributable to a
$24,673,000 increase in retail sales gross profit. Retail operations results
increased primarily due to an increase in gallons sold to 557,897,000 gallons as
compared to 493,584,000 for the prior period and improved sales mix, partially
offset by a slight decrease in retail margins. The increase in gallons is
primarily attributable to favorable weather and acquisition related growth.
Increased sales to the residential customer base improved the sales mix, while
greater price competition by independent operators and some major marketers
slightly reduced the overall gross margin per gallon. Other operations increased
gross profit primarily due to the impact of the colder weather.
Operating Expenses. Operating expenses increased 11.7% to $134,363,000 as
compared to $120,335,000 for the prior period. The increase is primarily
attributable to acquisitions of propane businesses as well as increases in
payroll and delivery costs associated with higher retail and wholesale volumes.
Depreciation and Amortization. Depreciation and amortization expense
increased 8.3% to $25,839,000 as compared to $23,855,000 for the prior period
due primarily to acquisitions of propane businesses.
Interest Expense. Interest expense increased 13.8% to $26,775,000 as
compared to $23,536,000 in the prior period. This increase is primarily the
result of the increase in the net borrowings from the Operating Partnership's
revolving credit loans, partially offset by decreasing interest rates. The
Partnership expects interest expense to increase due to the effect of the
issuance of the Senior Notes in April, 1996.
8
Liquidity and Capital Resources
The ability of the Partnership to satisfy its obligations is dependent upon
future performance, which will be subject to prevailing economic, financial,
business and weather conditions and other factors, many of which are beyond its
control. For the fiscal year ending July 31, 1996, the General Partner believes
that the Operating Partnership will generate sufficient Cash from Operations (as
defined in the Partnership Agreement) to meet its obligations and enable it to
distribute to the Partnership sufficient cash to permit the Partnership to meet
its obligations with respect to the Senior Notes issued in April 1996, and
enable it to distribute the Minimum Quarterly Distribution ($0.50 per Unit) on
all of the Partnership's Common Units and Subordinated Units. Future maintenance
and working capital needs of the Operating Partnership are expected to be
provided by cash generated from future operations, existing cash balances and
the working capital borrowing facility. In order to fund expansive capital
projects and future acquisitions, the Operating Partnership may borrow on
existing bank lines or the MLP may issue additional Common Units. Toward this
purpose, the MLP maintains a shelf registration statement filed with the
Securities and Exchange Commission registering 2,400,000 Common Units
representing limited partner interests in the MLP. The Common Units may be
issued from time to time by the MLP in connection with the Operating
Partnership's acquisition of other businesses, properties or securities in
business combination transactions.
The Partnership has made the following distributions since its inception:
Cash
Distribution
Quarter Ending Declaration Date Record Date Paid Date Per Unit
10/31/94 11/18/94 11/30/94 12/14/94 $0.65 (a)
01/31/95 02/17/95 02/28/95 03/14/95 0.50
04/30/95 05/19/95 05/31/95 06/12/95 0.50
07/31/95 08/16/95 08/31/95 09/13/95 0.50
10/31/95 11/17/95 11/30/95 12/14/95 0.50
01/31/96 02/20/96 02/29/96 03/14/96 0.50
(a) This initial cash distribution covered the period from July 5, 1994,
when the Partnership began operations, to October 31, 1994, the end of the
first full fiscal quarter. Accordingly, the distribution was prorated.
On May 20, 1996, the Partnership declared its third quarter cash
distribution of $0.50 per unit, payable June 14, 1996.
Cash Flows From Operating Activities. Cash provided by operating activities
was $66,013,000 for the nine months ended April 30, 1996. This slight increase
of $567,000 as compared to the nine months ended April 30, 1995 is primarily due
to the increased net income offset by the increase in accounts receivable.
Accounts receivable increased due to colder weather impact of increased
deliveries of product in the third quarter of 1996 as compared to the same
period last year.
Cash Flows From Investing Activities. During the nine months ended April
30, 1996, the Operating Partnership made total acquisition capital expenditures
of $29,322,000 (including working capital acquired of $1,015,000). This amount
was financed by $3,342,000 cash, $20,956,000 debt incurred, $3,900,000 issuance
of MLP equity units, and $1,124,000 other costs and consideration. The
Partnership continues seeking to expand its operations through strategic
acquisitions of smaller retail propane operations located throughout the United
States. These acquisitions will be funded through internal cash flow, external
borrowings or the issuance of additional Partnership interests. See "Subsequent
Event" below for discussion of a significant acquisition consummated in May,
1996.
9
During the nine months ended April 30, 1996, the Partnership made aggregate
growth and maintenance capital expenditures of $10,391,000 consisting primarily
of the following: 1) additions to Partnership-owned customer tanks and
cylinders, 2) vehicle lease buyouts, 3) relocating and upgrading district plant
facilities, and 4) development and upgrading computer equipment and software.
Capital requirements for repair and maintenance of property, plant and equipment
are relatively low since technological change is limited and the useful lives of
propane tanks and cylinders, the Operating Partnership's principal physical
assets, are generally long. The Operating Partnership maintains its vehicle and
transportation equipment fleet primarily by leasing light- and medium-duty
trucks and trailers. The General Partner believes vehicle leasing is a cost
effective method for meeting the Partnership's transportation equipment needs.
The Partnership does not have any material commitments of funds (other than the
"Subsequent Event" described below) for capital expenditures other than to
support the current level of operations.
Cash Flows From Financing Activities. On April 26, 1996, the Partnership
issued $160,000,000 of 9 3/8% Senior Secured Notes due 2006. These notes will be
redeemable at the option of the Partnership, in whole or in part, at any time on
or after June 21, 2001. Interest is payable semi-annually in arrears on June 15
and December 15 of each year commencing on December 15, 1996. A portion of the
net proceeds was used to retire outstanding indebtedness of $88,800,000 under
the Operating Partnership's credit facility. The remaining was held in cash
equivalents to be used for future acquisitions. See "Subsequent Event" below for
discussion of a significant acquisition consummated in May, 1996.
Effects of Inflation. In the past the Partnership has generally been able
to adjust its sales price of product in response to market demand, cost of
product, competitive factors and other industry trends. Consequently, changing
prices as a result of inflationary pressures has not had a material adverse
effect on profitability although revenues may be affected. Inflation has not
materially impacted the results of operations and management does not believe
normal inflationary pressures will have a material adverse effect on the
profitability of the Partnership in the future.
Subsequent Event. On April 30, 1996, Ferrellgas purchased all of the
capital stock of Skelgas for a cash purchase price of $89,650,000 (including
$21,200,000 of working capital). As of May 1, 1996 Ferrellgas (i) caused Skelgas
and each of its subsidiaries to be merged into Ferrellgas and (ii) transferred
all of the assets of Skelgas and its subsidiaries to the Operating Partnership.
In exchange, the Operating Partnership assumed substantially all of the
liabilities, whether known or unknown, associated with Skelgas and its
subsidiaries and their propane business (excluding income tax liabilities). In
consideration of the retention by Ferrellgas of certain income tax liabilities,
the Partnership issued 41,203 Common Units to Ferrellgas. The liabilities
assumed by the Operating Partnership included the obligations of Ferrellgas
under the BofA Acquisition Loan. Immediately following the transfer of assets
and related transactions described above, the Operating Partnership repaid the
BofA Acquisition Loan with cash and borrowings under the Operating Partnership's
existing acquisition bank credit line.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Agreement of Limited Partnership of Ferrellgas Partners, L.P.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Current Report on Form 8-K filed August 15, 1994.)
4.1 Indenture dated as of April 26, 1996, among Ferrellgas Partners,
L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and
American Bank National Association, as trustee, relating to
$160,000,000 aggregate principal amount of 9 3/8% Senior Secured
Notes due 2006 (Incorporated by referenceto Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed May 6, 1996.)
10.1 Amended and Restated Agreement of Limited Partnership of
Ferrellgas, L.P. dated as of April 23, 1996
27.1 Financial Data Schedule (filed in electronic format only)
(b) Reports on Form 8-K
The registrant filed the following reports on Form 8-K during the
quarter ended April 30, 1996:
(1) Form 8-K dated March 27, 1996, reporting the signing of a letter
of intent to acquire Skelgas.
(2) Form 8-K dated April 10, 1996, reporting a private placement of
debt decurities to qualified institutional investors under Rule
144A.
11
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 thereunto duly authorized.
FERRELLGAS PARTNERS, L.P.
By Ferrellgas, Inc. (General Partner)
Date: June 12, 1996 By /s/ Danley K. Sheldon
------------------------
Danley K. Sheldon
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
12