0001104659-12-003841.txt : 20120125 0001104659-12-003841.hdr.sgml : 20120125 20120125140255 ACCESSION NUMBER: 0001104659-12-003841 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120125 DATE AS OF CHANGE: 20120125 GROUP MEMBERS: FERRELL COMPANIES, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERRELL COS INC EMPLOYEE STOCK OWNERSHIP TRUST CENTRAL INDEX KEY: 0001096386 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: LASALLE NATIONAL BANK STREET 2: 125 S LASALLE, 17TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 MAIL ADDRESS: STREET 1: LASALLE NATIONAL BANK STREET 2: 125 S LASALLE, 17TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS L P CENTRAL INDEX KEY: 0000922358 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431698480 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43917 FILM NUMBER: 12544233 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 SC 13G/A 1 a12-3410_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

FERRELLGAS PARTNERS, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

315293 10 0

(CUSIP Number)

Kevin B. Kolb

GreatBanc Trust Company, Trustee

1301 West 22nd Street, Suite 800

Oak Brook, IL 60523-3391

 

J. Ryan VanWinkle

Sr. Vice President & CFO

Ferrell Companies, Inc.

7500 College Blvd., Suite 1000

Overland Park, KS 66210

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-(c)

o

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

SCHEDULE 13G

 

CUSIP No. 315293 10 0

 

 

1.

Names of Reporting Persons
I.R.S. Idenficication Nos. of Above Persons (Entities Only)

Ferrell Companies, Inc. Employee Stock Ownership Trust

43-1820905

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
20,327,666

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
20,327,666

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,327,666

 

 

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
27.0%(1)

 

 

12.

Type of Reporting Person
EP

 

(1) The percent of class in line 11 is calculated as of March 31, 2011.  As of that date, there were 75,240,760 shares outstanding.

 

2


 

SCHEDULE 13G

 

CUSIP No. 315293 10 0

 

 

1.

Names of Reporting Persons
I.R.S. Idenficication Nos. of Above Persons (Entities Only)

Ferrell Companies, Inc.

43-1688741

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Kansas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
20,327,666

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
20,327,666

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,327,666

 

 

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
27.0%(1)

 

 

12.

Type of Reporting Person
HC

 

(1) The percent of class in line 11 is calculated as of March 31, 2011.  As of that date, there were 75,240,760 shares outstanding.

 

3


 

Item 1.

 

(a)

Name of Issuer:
Ferrellgas Partners, L.P., a Delaware limited partnership

 

(b)

Address of Issuer’s Principal Executive Offices:
7500 College Blvd., Suite 1000, Overland Park, KS 66210

 

Item 2.

 

(a)

Name of Person Filing:
1) Ferrell Companies, Inc. Employee Stock Ownership Trust

2) Ferrell Companies, Inc.

 

(b)

Address or Principal Business Office or, if none, Residence:
Both at 7500 College Blvd., Suite 1000, Overland Park, KS 66210

 

(c)

Citizenship:
1) Illinois

2) Kansas

 

(d)

Title of Class of Securities:
Common Units

 

(e)

CUSIP No.:
315293 10 0

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act.

 

(b)

x

Bank as defined in section 3(a)(6) of the Act.

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

 

(e)

o

An investment advisor in accordance with section Rule 13d-1(b)(1)(ii)(E).

 

(f)

x

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

(g)

x

A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G).

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

 

(k)

o

A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)

 

(k)

o

Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

4


 

Item 4.

Ownership.

The Ferrellgas Partners, L.P. Common Units are directly owned by Ferrell Companies, Inc. which is a wholly owned subsidiary of Ferrell Companies, Inc Employee Stock Ownership Trust.

 

This report is required due to the change in the Reporting Persons’ beneficial ownership computed as of March 31, 2011 decreasing by more than 5% of the Common Units of Ferrellgas Partners, L.P. since the last filing as of December 31, 2006. This change resulted solely from a change in the aggregate number of Common Units outstanding.

 

(a)

Amount beneficially owned:   

20,327,666 Common Units.

 

(b)

Percent of class:   

27.0%.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

-0-.

 

 

(ii)

Shared power to vote or to direct the vote:    

20,327,666.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

-0-.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

20,327,666.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:   o

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Item 2 and Item 4.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

5


 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated as of January 25, 2012

 

 

 

 

 

 

GreatBanc Trust Company, as trustee of the Ferrell Companies, Inc. Employee Stock Ownership Trust

 

 

 

By:

/s/ Kevin B. Kolb

 

 

Kevin B. Kolb

 

 

Vice President

 

 

 

 

 

 

 

Ferrell Companies, Inc.

 

 

 

By:

/s/ J. Ryan VanWinkle

 

 

J. Ryan VanWinkle

 

 

Senior Vice President and Chief Financial Officer; Treasurer

 

6


 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G dated March 31, 2011 with respect to the Common Units of Ferrellgas Partners, L.P. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each is individually eligible to use Schedule 13G to which this exhibit is attached and each is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him or it contained therein, but none of them is responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

Dated: January 25, 2012

 

 

 

 

 

 

GreatBanc Trust Company, as trustee of the Ferrell Companies, Inc. Employee Stock Ownership Trust

 

 

 

By:

/s/ Kevin B. Kolb

 

 

Kevin B. Kolb

 

 

Vice President

 

 

 

 

 

 

 

Ferrell Companies, Inc.

 

 

 

By:

/s/ J. Ryan VanWinkle

 

 

J. Ryan VanWinkle

 

 

Senior Vice President and Chief Financial Officer; Treasurer