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 26, 1996
Date of Report: May 6, 1996
Ferrellgas, L.P.
Ferrellgas Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware
(State or other jurisdictions of incorporation or organization)
33-53379 43-1698481
33-53379 - 01 43-1677595
(Commission File Numbers) (I.R.S. Employer Identification Nos.)
One Liberty Plaza, Liberty, Missouri 64068
(Address of principal executive offices, including zip code)
(816) 792-1600
(Registrants' telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 30, 1996, Ferrellgas, Inc. ("Ferrellgas"), the
General Partner of Ferrellgas Partners, L.P. (the "Partnership") and Ferrellgas,
L.P. (the "Operating Partnership"), consummated its previously announced
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 $89.7
million. Skelgas is the seventh-largest propane supplier in the nation, based on
gallons sold, with 92 retail propane outlets across the United States with sales
of approximately 97 million gallons a year to residential, industrial/commercial
and agricultural customers. 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 the Skelgas 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.
ITEM 5. OTHER EVENTS
On April 26, 1996 the Partnership announced that it issued
$160 million of fixed rate 9 3/8% Senior Secured Notes (the "Notes") due 2006 in
a private placement to qualified institutional investors under Rule 144A. Net
proceeds of the offering were contributed by the Partnership to the Operating
Partnership, and were used primarily to repay outstanding indebtedness under the
Operating Partnership's acquisition bank credit lines and to repay the BofA
Acquisition Loan assumed in the transfer of Skelgas and its subsidiaries to the
Operating Partnership as described in Item 2.
In connection with the issuance of the Notes, the issuers of
the Notes entered into a Registration Rights Agreement pursuant to which the
Partnership is obligated to file a registration statement with the Securities
and Exchange Commission with respect to the exchange of the Notes for a series
of registered notes with terms substantially identical to the terms of the
Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The consolidated financial statements of Skelgas Propane, Inc.
as of December 31, 1995 and 1994 and for the fiscal year ended December 31, 1995
(audited), together with the report of Deloitte & Touche with respect thereto,
are filed as Exhibit 99.3 to this Current Report.
It is impracticable to provide the historical financial
statements for the interim periods required by this Item within the time this
Current Report on Form 8-K is required to be filed. Such historical financial
statements will be filed as soon as practicable, but not more than 60 days after
this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
It is impracticable to provide the pro forma financial
statements required by this Item within the time this Current Report on Form 8-K
is required to be filed. Such pro forma financial statements will be filed as
soon as practicable, but not more than 60 days after this Current Report on Form
8-K is required to be filed.
(c) Exhibits.
The Exhibits listed in the Index to Exhibits are filed as part
of this Current Report on Form 8-K.
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 hereunto duly authorized.
FERRELLGAS, L.P.
By: FERRELLGAS, INC. (General Partner)
By: /s/ Danley K. Sheldon
-----------------------------------
Danley K. Sheldon
Senior Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
Date: May 6, 1996
FERRELLGAS FINANCE CORP.
By: /s/ Danley K. Sheldon
------------------------------------
Danley K. Sheldon
Senior Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
Date: May 6, 1996
EXHIBIT INDEX
Exhibit No. Description of Exhibit
2 Agreement for Purchase and Sale of Stock, dated
March 23, 1996 between Superior Propane, Inc. and
Ferrellgas, Inc.
3 First Amendment to Agreement of Limited Partnership
of Ferrellgas, L.P. dated as of April 23, 1996
4.1 Indenture dated as of April 26, 1996 among
Ferrellgas Partners, L.P., Ferrellgas Partners
Finance Corp., Ferrellgas, L.P., as guarantor, and
American Bank National Association, as trustee,
relating to $160,000,000 9 3/8% Senior Secured Notes
due 2006.
4.2 Registration Rights Agreement dated as of April, 26,
1996 among Ferrellgas Partners, L.P., Ferrellgas
Partners Finance Corp., Ferrellgas, L.P., Donaldson,
Lufkin & Jenrette Securities Corporation and
Goldman, Sachs & Co.
10.1 Purchase Agreement dated as of April 23, 1996
between Ferrellgas Partners, L.P., Ferrellgas
Partners Finance Corp., Ferrellgas, Inc.,
Ferrellgas, L.P., Donaldson, Lufkin & Jenrette
Securities Corporation and Goldman, Sachs & Co.
10.2 Pledge and Security Agreement dated as of April
26, 1996 among Ferrellgas Partners, L.P.,
Ferrellgas, Inc., and American Bank National
Association, as collateral agent.
99.1 Text of press release issued by Ferrellgas Partners,
L.P. on May 1, 1996
99.2 Text of press release issued by Ferrellgas Partners,
L.P. on April 26, 1996
99.3 Consolidated financial statements of Skelgas
Propane, Inc. as of December 31, 1995 and 1994 and
for the fiscal year ended December 31, 1995
(audited), together with the report of Deloitte &
Touche with respect thereto.