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, 1997
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 numbers: 1-11331
333-06693
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 Identification Nos.)
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, 1997, the registrants had units or shares outstanding as follows:
Ferrellgas Partners, L.P. - 14,612,580 Common Units
16,593,721 Subordinated Units
Ferrellgas Partners Finance
Corp. 1,000 Common Stock
FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ferrellgas Partners, L.P. and Subsidiaries
Consolidated Balance Sheets - April 30, 1997 and July 31, 1996 1
Consolidated Statements of Earnings -
Three and nine months ended April 30, 1997 and 1996 2
Consolidated Statement of Partners' Capital -
Nine months ended April 30, 1997 3
Consolidated Statements of Cash Flows -
Nine months ended April 30, 1997 and 1996 4
Notes to Consolidated Financial Statements 5
Ferrellgas Partners Finance Corp.
Balance Sheets - April 30, 1997 and July 31, 1996 7
Statements of Earnings - Three and nine months
ended April 30, 1997 7
Statement of Cash Flows - Nine months ended April 30, 1997 8
Notes to Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 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 1997 1996
- ----------------------------------- ---------------- -----------------
(unaudited)
Current Assets:
Cash and cash equivalents $ 14,943 $ 13,770
Accounts and notes receivable 102,931 70,118
Inventories 43,807 41,395
Prepaid expenses and other current assets 8,421 5,685
---------------- -----------------
Total Current Assets 170,102 130,968
Property, plant and equipment, net 396,287 403,732
Intangible assets, net 101,862 107,960
Other assets, net 11,063 11,635
---------------- -----------------
Total Assets $679,314 $654,295
================ =================
LIABILITIES AND PARTNERS' CAPITAL
- -----------------------------------
Current Liabilities:
Accounts payable $ 52,137 $ 48,400
Other current liabilities 43,690 41,754
Short-term borrowings 18,566 25,520
---------------- -----------------
Total Current Liabilities 114,393 115,674
Long-term debt 458,780 439,112
Other liabilities 12,440 12,402
Contingencies and commitments
Minority interest 2,585 2,498
Partners' Capital:
Common unitholders (14,612,580 units outstanding
in both April 1997 and July 1996) 74,340 71,324
Subordinated unitholders (16,593,721 units outstanding
in both April 1997 and July 1996) 74,729 71,302
General partner (57,953) (58,017)
---------------- -----------------
Total Partners' Capital 91,116 84,609
---------------- -----------------
Total Liabilities and Partners' Capital $679,314 $654,295
================ =================
See notes to consolidated financial statements
1
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per unit data)
(unaudited)
For the three months ended For the nine months ended
------------------------------- -------------------------------
April 30, 1997 April 30, 1996 April 30, 1997 April 30, 1996
---------------------------------------------------------------------
Revenues:
Gas liquids and related product sales $181,426 $181,241 $672,604 $522,446
Other 11,447 9,502 35,185 31,266
------------- ------------- ------------- --------------
Total revenues 192,873 190,743 707,789 553,712
Cost of product sold (exclusive of
depreciation, shown separately below) 108,018 105,263 412,858 300,844
------------- ------------- ------------- --------------
Gross profit 84,855 85,480 294,931 252,868
Operating expense 48,062 45,743 157,787 134,363
Depreciation and amortization expense 10,893 8,703 32,477 25,839
General and administrative expense 3,466 2,981 11,234 9,535
Vehicle and tank lease expense 1,949 1,418 5,356 3,621
------------- ------------- ------------- --------------
Operating income 20,485 26,635 88,077 79,510
Interest expense (11,170) (8,567) (34,254) (26,775)
Interest income 613 443 1,498 1,068
Loss on disposal of assets (114) (314) (864) (1,084)
------------- ------------- ------------- --------------
Earnings before minority interest 9,814 18,197 54,457 52,719
Minority interest 138 185 667 534
------------- ------------- ------------- --------------
Net earnings 9,676 18,012 53,790 52,185
General partner's interest in net earnings 97 180 538 522
------------- ------------- ------------- --------------
Limited partners' interest in net earnings $ 9,579 $ 17,832 $ 53,252 $ 51,663
============= ============= ============= ==============
Net earnings per limited partner unit $ 0.31 $ 0.57 $ 1.71 $ 1.66
============= ============= ============= ==============
Weighted average number of units outstanding 31,206 31,139 31,206 31,103
============= ============= ============= ==============
See notes to consolidated financial statements
2
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands)
(unaudited)
Number of units
---------------------------- Total
Sub- Sub- General partners'
Common ordinated Common ordinated partner capital
------------- ------------- ------------ ------------- ------------- -------------
July 31, 1996 14,612.6 16,593.7 $71,324 $71,302 $(58,017) $84,609
Quarterly distributions (21,918) (24,891) (474) (47,283)
Net earnings 24,934 28,318 538 53,790
------------- ------------- ------------ ------------- ------------- -------------
April 30, 1997 14,612.6 16,593.7 $74,340 $74,729 $(57,953) $91,116
============= ============= ============ ============= ============= =============
See notes to consolidated financial statements.
3
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the nine months ended
---------------------------------
April 30, April 30,
1997 1996
--------------- ---------------
Cash Flows From Operating Activities:
Net earnings $53,790 $52,185
Reconciliation of net earnings to net cash from
operating activities:
Depreciation and amortization 32,477 25,839
Other 4,551 3,602
Changes in operating assets and liabilities
net of effects from business acquisitions:
Accounts and notes receivable (33,933) (21,800)
Inventories (2,354) 20,062
Prepaid expenses and other current assets (2,736) 429
Accounts payable 3,737 (12,573)
Other current liabilities 3,420 (2,435)
Other liabilities 38 704
--------------- ---------------
Net cash provided by operating activities 58,990 66,013
--------------- ---------------
Cash Flows From Investing Activities:
Business acquisitions (11,663) (3,342)
Capital expenditures (12,299) (10,391)
Other 2,187 (2,572)
--------------- ---------------
Net cash used by investing activities (21,775) (16,305)
--------------- ---------------
Cash Flows From Financing Activities:
Distributions (47,283) (47,103)
Additions to long-term debt (exclusive of debt
assumed in acquisitions) 20,951 167,752
Reductions of long-term debt (2,118) (94,319)
Net reductions to short-term borrowings (6,954) (20,000)
Other (638) 1,894
--------------- ---------------
Net cash provided (used) by financing activities (36,042) 8,224
--------------- ---------------
Increase in cash and cash equivalents 1,173 57,932
Cash and cash equivalents - beginning of period 13,770 29,877
--------------- ---------------
Cash and cash equivalents - end of period $14,943 $87,809
=============== ===============
Cash paid for interest $35,394 $31,839
=============== ===============
See notes to consolidated financial statements
4
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1997
(unaudited)
A. The 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 preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from these
estimates.
C. The propane industry is seasonal in nature with peak activity during the
winter months. Therefore, the results of operations for the periods ended
April 30, 1997 and April 30, 1996 are not necessarily indicative of the
results to be expected for a full year.
D. Inventories consist of:
April 30, July 31,
(in thousands) 1997 1996
---------------- --------------
Liquefied propane gas and related products $35,914 $33,366
Appliances, parts and supplies 7,893 8,029
---------------- --------------
$43,807 $41,395
================ ==============
In addition to inventories on hand, the 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,
(in thousands) 1997 1996
--------------- ---------------
Property, plant and equipment $604,646 $596,107
Less: accumulated depreciation 208,359 192,375
---------------- --------------
$396,287 $403,732
=============== ===============
Intangibles, net consist of:
April 30, July 31,
(in thousands) 1997 1996
--------------- ---------------
Intangibles $207,606 $203,761
Less: accumulated amortization 105,744 95,801
---------------- --------------
$101,862 $107,960
=============== ===============
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 or financial condition of the Partnership.
5
F. On September 14, 1996, December 14, 1996 and March 14, 1997, the
Partnership paid cash distributions of $0.50 per unit for each of the
quarters ended July 31, 1996, October 31, 1996, and January 31, 1997,
respectively. On May 19, 1997, the Partnership declared its third quarter
cash distribution of $0.50 per unit, payable June 13, 1997.
G. On April 30, 1996, Ferrellgas, Inc. (the "General Partner") consummated
the purchase of all of the stock of Skelgas Propane, Inc.("Skelgas"),
a subsidiary of Superior Propane, Inc.of Toronto, Canada. The cash purchase
price, after working capital adjustments, was $86,404,000.
As of May 1, 1996, the General Partner (i) caused Skelgas and each of its
subsidiaries to be merged into the General Partner and (ii) transferred all
of the assets of Skelgas and its subsidiaries to Ferrellgas, L.P. (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 the General
Partner of certain income tax liabilities, Ferrellgas Partners, L.P. (the
"Partnership") issued 41,203 Common Units to the General Partner. The
liabilities assumed by the Operating Partnership included the loan
agreement under which the General Partner borrowed funds to pay the
purchase price for Skelgas. Immediately following the transfer of assets
and related transactions described above, the Operating Partnership repaid
the loan with cash and borrowings under the Operating Partnership's
existing acquisition bank credit line. The total assets contributed to the
Operating Partnership (at the General Partner's cost basis) have been
allocated as follows: (i) working capital of $17,934,000, (ii) property,
plant and equipment of $62,891,000 and (iii) the balance to intangible
assets. The transaction has been accounted for as a purchase and,
accordingly, the results of operations of Skelgas have been included in the
consolidated financial statements from the date of contribution.
The following pro forma financial information assumes that the acquisition
of Skelgas and the Partnership's issuance of its 9 3/8% $160,000,000 Senior
Secured Notes occurred as of August 1, 1995.
Nine months ended
--------------------------------
Pro Forma
April 30, April 30,
(in thousands) 1997 1996
--------------- ---------------
Total revenues $707,789 $630,124
Net earnings 53,790 49,566
6
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly owned subsidiary of Ferrellgas Partners, L.P.)
BALANCE SHEETS
April 30, July 31,
ASSETS 1997 1996
- ----------------------------------------- ------------------- -------------------
(unaudited)
Cash $1,000 $1,000
------------------- -------------------
Total Assets $1,000 $1,000
=================== ===================
STOCKHOLDER'S EQUITY
- -----------------------------------------
Common stock, $1.00 par value; 2,000 shares
authorized; 1,000 shares issued and outstanding $1,000 $1,000
Additional paid in capital 327 42
Accumulated deficit (327) (42)
------------------- -------------------
Total Stockholder's Equity $1,000 $1,000
=================== ===================
STATEMENTS OF EARNINGS
(unaudited)
Three Months Ended Nine Months Ended
April 30, April 30,
1997 1997
------------------- -------------------
General and administrative expense $ 189 $285
------------------- -------------------
Net loss $(189) $(285)
=================== ===================
See notes to financial statements.
7
FERRELLGAS PARTNERS FINANCE CORP.
(A wholly owned subsidiary of Ferrellgas
Partners, L.P.)
STATEMENT OF CASH FLOWS
(unaudited)
Nine Months Ended
April 30,
1997
--------------------
Cash Flows From Operating Activities:
Net loss $ (285)
--------------------
Cash used by operating activities (285)
--------------------
Cash Flows From Financing Activities:
Capital contribution 285
--------------------
Cash provided by financing activities 285
--------------------
Increase (decrease) in cash -
Cash - beginning of period 1,000
--------------------
Cash - end of period $1,000
====================
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1997
(unaudited)
A. Ferrellgas Partners Finance Corp., a Delaware corporation, was formed on
March 28, 1996, and is a wholly-owned subsidiary of
Ferrellgas Partners, L.P.
B. The 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.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion of the results of operations and liquidity
and capital resources of Ferrellgas Partners, L.P. (the "Partnership" or "MLP").
Except for the $160,000,000 of 9 3/8% Senior Secured Notes issued in April 1996
by the MLP (the "MLP Senior Notes") and the related interest expense,
Ferrellgas, L.P. (the "Operating Partnership" or "OLP") accounts for nearly all
of the consolidated assets, liabilities, sales and earnings of the MLP. When the
discussion refers to the consolidated MLP, the term Partnership will be used.
Ferrellgas Partners Finance Corp. has nominal assets and does not conduct
any operations. Accordingly, a discussion of the results of operations and
liquidity and capital resources is not presented.
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, 1997 and 1996, 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. As the
Partnership has grown through acquisitions, fixed costs such as personnel costs,
depreciation and interest expense have increased. Over time, these fixed cost
increases have caused losses in the first and fourth quarters and net income in
the second and third quarters to generally be more pronounced.
Three Months Ended April 30, 1997 vs. April 30, 1996
Total Revenues. Total revenues increased slightly as compared to the third
quarter of fiscal 1996, primarily due to increased sales price per retail
gallon, offset by decreased retail propane volumes, and a slight decrease in
revenues from other operations (wholesale marketing, chemical feedstocks and net
trading operations).
A volatile propane market during the first half of fiscal 1997 caused a
significant increase in the cost of product. Retail prices remained at higher
levels than the prior year to cover some higher cost inventory purchased during
the first half of the fiscal year. Retail volumes decreased 11.0% to 163,323,000
gallons as compared to 183,458,000 gallons for the same quarter last year,
primarily due to significantly warmer than normal temperatures and customer
conservation efforts, partially offset by increased volumes attributed to
acquisitions. During the quarter, temperatures as reported by the American Gas
Association were 14% warmer than the same period last year and 11% warmer than
normal.
Gross Profit. Gross profit decreased slightly to $84,855,000 as compared to
$85,480,000 in the third quarter of fiscal 1996, primarily due to the effect of
significantly warmer weather, customer conservation efforts and lower trading
profits offset by the increased volumes attributed to acquisitions, supply gains
and a small increase in retail margins.
Operating Expenses. Operating expenses increased 5.1% to $48,062,000 as
compared to $45,743,000 in the third quarter of fiscal 1996 primarily due to
acquisition related increases in personnel costs, plant and office expenses,
vehicle and other expenses, partially offset by favorable general liability
claims experience.
Depreciation and Amortization. Depreciation and amortization expense
increased 25.2% to $10,893,000 as compared to $8,703,000 for the same period
last year primarily due to acquisitions of propane businesses.
9
Interest expense. Interest expense increased 30.4% to $11,170,000 as
compared to $8,567,000 in the third quarter of fiscal 1996. This increase is
primarily the result of increased borrowings and, to a lesser extent, a small
increase in the overall average interest rate paid by the Partnership on its
borrowings.
Nine Months Ended April 30, 1997 vs. April 30, 1996
Total Revenues. Total revenues increased 27.8% to $707,789,000 as compared
to $553,712,000 for the prior period, primarily due to increased sales price per
retail gallon, increased retail propane volumes, and an increase in revenues
from other operations (wholesale marketing, chemical feedstocks and net trading
operations).
A volatile propane market during the first half of fiscal 1997 caused a
significant increase in the cost of product which in turn caused an increase in
sales price per gallon. Retail volumes increased 7.6% to 600,021,000 gallons as
compared to 557,897,000 gallons for the same period last year, primarily due to
the increase in volumes related to acquisitions partially offset by warmer than
normal temperatures and customer conservation efforts. Fiscal 1997 winter
temperatures as reported by the American Gas Association were 6% warmer than the
same period last year and 4% warmer than normal. Revenues from other operations
increased by $22,298,000 primarily due to increased wholesale marketing volumes
and an increased price per gallon.
Gross Profit. Gross profit increased 16.6% to $294,931,000 as compared to
$252,868,000 in the same period last year, primarily as the result of increased
volumes attributed to acquisitions, supply gains and a small increase in retail
margins, partially offset by the effect of warmer weather and customer
conservation efforts.
Operating Expenses. Operating expenses increased 17.4% to $157,787,000 as
compared to $134,363,000 in the same period last year primarily due to
acquisition related increases in personnel costs, plant and office expenses, and
vehicle and other expenses, partially offset by favorable general liability
claims experience.
Depreciation and Amortization. Depreciation and amortization expense
increased 25.7% to $32,477,000 as compared to $25,839,000 for the same period
last year primarily due to acquisitions of propane businesses.
Interest expense. Interest expense increased 27.9% to $34,254,000 as
compared to $26,775,000 in the same period last year. This increase is primarily
the result of increased borrowings, partially offset by a small decrease in the
overall average interest rate paid by the Partnership on its borrowings.
Liquidity and Capital Resources
The ability of the MLP 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, 1997, the General Partner believes that the
OLP will have sufficient funds to meet its obligations and enable it to
distribute to the MLP sufficient funds to permit the MLP to meet its obligations
with respect to the MLP Senior Notes issued in April 1996, and enable it to
distribute the Minimum Quarterly Distribution ($0.50 per Unit) on all Common
Units and Subordinated Units. Future maintenance and working capital needs of
the MLP are expected to be provided by cash generated from future operations,
existing cash balances and existing bank lines. In order to fund expansive
capital projects and future acquisitions, the OLP may borrow on existing bank
lines or the MLP may issue additional Common Units. Toward this purpose the MLP
maintains a shelf registration statement with the Securities and Exchange
Commission for 1,887,420 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 OLP's acquisition of other businesses, properties or
securities in business combination transactions.
10
Operating Activities. Cash provided by operating activities was $58,990,000
for the nine months ended April 30, 1997, compared to $66,013,000 for the same
period last year. This decrease is primarily due to the increased receivables
and inventory balances caused by the effect of higher propane prices experienced
during the second quarter of fiscal 1997 and the impact of acquisitions.
Investing Activities. During the nine months ended April 30, 1997, the
Partnership made total acquisition capital expenditures of $10,484,000
(including working capital acquired of $114,000). This amount was funded by
$11,663,000 cash payments (including $1,771,000 for transition costs previously
accrued for fiscal 1996 acquisitions) and $592,000 in other costs and
consideration.
During the nine months ended April 30, 1997, the Partnership made growth
and maintenance capital expenditures of $12,299,000 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 Partnership's principal physical assets, are
generally long. The Partnership maintains its vehicle and transportation
equipment fleet by leasing light and medium duty trucks and tractors. The
General Partner believes vehicle leasing is a cost effective method for meeting
the Partnership's transportation equipment needs. 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. The Partnership does not have
any material commitments of funds for capital expenditures other than to support
the current level of operations. In fiscal 1997, the Partnership expects growth
and maintenance capital expenditures to increase slightly over fiscal 1996
levels.
Financing Activities. During the nine months ended April 30, 1997, the
Partnership borrowed $13,997,000 under its Credit Facility to fund expected
seasonal working capital needs, business acquisitions, and capital expenditures.
At April 30, 1997, $58,500,000 of borrowings were outstanding under the
revolving portion of the Credit Facility. In addition, letters of credit
outstanding, used primarily to secure obligations under certain insurance
arrangements, totaled $26,570,000. At April 30, 1997, the Operating Partnership
had $119,930,000 available for general corporate, acquisition and working
capital purposes under the Credit Facility. On May 19, 1997, the Partnership
declared a cash distribution of $0.50 per unit to all Common and Subordinated
unitholders, payable June 13, 1997.
11
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 the same numbered Exhibit to
the Partnership's Current Report on Form 8-K filed August 15,
1994.)
3.2 Articles of Incorporation for Ferrellgas Partners Finance
Corp. (Incorporated by reference to the same numbered Exhibit
to the Partnership's Quarterly Report on Form 10-Q filed
December 13, 1996.)
3.3 Bylaws of Ferrellgas Partners Finance Corp.
27.1 Financial Data Schedule (filed in electronic format only)
(b) Reports on Form 8-K
None.
12
SIGNATURES
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. (General Partner)
Date: June 13, 1997 By /s/ Danley K. Sheldon
Danley K. Sheldon
President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS PARTNERS FINANCE CORP.
Date: June 13, 1997 By /s/ Danley K. Sheldon
Danley K. Sheldon
President and
Chief Financial Officer (Principal
Financial and Accounting Officer)