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: July 17, 1998
Date of Report: July 31, 1998
Ferrellgas, L.P.
Ferrellgas Finance Corp.
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(Exact name of registrants as specified in their charters)
Delaware 33-53379 43-1698481
Delaware 33-53379-01 43-1677595
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(States or other Commission file (I.R.S. Employer
jurisdictions of number Identifciation 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
ITEM 1. CHANGE IN CONTROL
On July 17, 1998, the Ferrell Companies, Inc. Employee Stock Ownership
Trust (the "ESOT") acquired all of the outstanding capital stock of Ferrell
Companies, Inc., a Kansas corporation ("FCI"), from trusts affiliated with James
E. Ferrell. The ESOT purchased the stock of FCI using funds provided primarily
by a private placement of $160 million of debt and $40 million of seller
financed notes. By acquiring such stock, the ESOT became the beneficial owner
through FCI of all of the outstanding capital stock of Ferrellgas, Inc., a
Delaware corporation (the "General Partner") that is the general partner of both
Ferrellgas Partners, L.P. (the "Partnership") and the Partnership's operating
subsidiary, Ferrellgas, L.P. (the "Operating Partnership"). The ESOT's indirect
control of the General Partner gives the ESOT control of the Partnership and the
Operating Partnership.
In addition, the ESOT became the beneficial owner through FCI of (i)
1,210,162 Common Units of the Partnership representing approximately 8.23% of
the outstanding Common Units, and (ii) all of the Subordinated Units of the
Partnership. Such Common Units and Subordinated Units together represent and
approximately 56.3% limited partnership interest in the Partnership.
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, L.P.
By Ferrellgas, Inc. (General Partner)
Date: July 31, 1998 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS FINANCE CORP.
Date: July 31, 1998 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Chief Financial Officer (Principal
Financial and Accounting Officer)