-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dg1b0solezDL9ezCt1xKQttWZxKvM7k55FEK4H5vBnGJY/G3gNACDwJdLBRzBmwL R+mUHl6Mu0+HU0j6R+fkJw== 0000922358-05-000050.txt : 20050611 0000922358-05-000050.hdr.sgml : 20050611 20050610091437 ACCESSION NUMBER: 0000922358-05-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050610 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11331 FILM NUMBER: 05888803 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431676206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50182 FILM NUMBER: 05888804 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS FINANCE CORP CENTRAL INDEX KEY: 0000922360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431677595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50183 FILM NUMBER: 05888805 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS FINANCE CORP CENTRAL INDEX KEY: 0001012493 IRS NUMBER: 431742520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-06693-02 FILM NUMBER: 05888806 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 8-K 1 fg8_k6905.htm PRICING OF PUBLIC EQUITY OFFERING & EXT OF WAIVER

 

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: June 9, 2005

 

Date of Report: June 10, 2005

 

Ferrellgas Partners, L.P.

Ferrellgas Partners Finance Corp.

Ferrellgas, L.P.

Ferrellgas Finance Corp.

 

(Exact name of registrants as specified in their charters)

 

 

 

 

 

Delaware

Delaware

Delaware

Delaware

001-11331

333-06693

000-50182

000-50183

43-1698480

43-1742520

43-1698481

14-1866671

(States or other jurisdictions of
incorporation or organization)

Commission file numbers

I.R.S. Employer Identification Nos.)

 

 

7500 College Blvd., Suite 1000, Overland Park, KS 66210

 

(Address of principal executive offices) (Zip Code)

 

Registrants’ telephone number, including area code: (913) 661-1500

 

 

24554607 02067261

 

 

 

 


 

 

ITEM 7.01. REGULATION FD DISCLOSURE

 

The information provided in Item 8.01 below, insofar as such information relates to the pricing of an underwritten public offering of equity of Ferrellgas Partners, L.P., is incorporated by reference into this Item 7.01 and such information is being furnished under this item solely for the purpose of complying with Regulation FD.

 

ITEM 8.01. OTHER EVENTS

 

Pricing of Underwritten Public Equity Offering

 

Ferrellgas Partners, L.P. announced today an underwritten public offering of 1,950,000 common units. The underwritten offering is being made pursuant to an effective registration statement on Form S-3 previously filed with the Securities and Exchange Commission. The offering is expected to close on Wednesday, June 15, 2005. Lehman Brothers Inc. will act as the sole underwriter of the offering. Ferrellgas Partners has also granted to Lehman Brothers a 30-day option to purchase up to an additional 292,500 common units to cover over-allotments, if any. A consent from Ernst & Young LLP related to the equity offering is filed as Exhibit 23.1 to this Current Report and is hereby incorporated by reference.

 

Ferrell Companies, Inc., the parent company of the general partner of Ferrellgas Partners and the current beneficial holder of 18,050,773 of common units, has agreed to purchase 385,000 common units from the underwriter. Subsequent to the completion of the offering, Ferrell Companies will be the beneficial holder of 18,435,773 common units. In addition, Malcolm McQuilkin, our general partners’ President of Direct Imports, has agreed to purchase 96,946 common units from the underwriter. The underwriter will receive no discount or commission on the sale of the common units to Ferrell Companies, Inc. and Mr. Malcolm McQuilkin.

 

Excluding the underwriters’ option to purchase additional common units, Ferrellgas Partners expects to receive approximately $39.6 million from the sale of its common units, after deducting underwriting discounts and commissions and offering expenses and including the related capital contribution paid to us by our general partner. Ferrellgas Partners intends to use the net proceeds it receives from the offering and the related capital contributions to it by its general partner to reduce borrowings outstanding under the bank credit facility of its operating partnership, Ferrellgas, L.P.

 

A copy of the prospectus supplement and related base prospectus concerning the offering may be obtained from Lehman Brothers Inc., c/o ADP Financial Services, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, N.Y. 11717, email: monica_castillo@adp.com.

 

Ferrellgas Partners, through its operating partnership, Ferrellgas, L.P., currently serves more than one million customers in all 50 states, Puerto Rico, the U.S. Virgin Islands and Canada. Ferrellgas employees indirectly own approximately 18 million common units of Ferrellgas Partners through an employee stock ownership plan.

 

Statements herein concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause results, performance and expectations to differ materially from anticipated results, performance and expectations. These risks, uncertainties and other factors are discussed in the Annual Report on Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2004, the Quarterly Report on Form 10-Q of these entities for the fiscal quarter ended April 30, 2005 and other documents filed from time to time by these entities with the Securities and Exchange Commission.

 

 

24554607 02067261

 

 

 

 


 

 

This Current Report and the information set forth herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

 

Extension of Waiver and Acknowledgement of No Material Event by JEF Capital Management

 

JEF Capital Management, Inc. is the holder of all of our issued and outstanding senior units. Our partnership agreement generally provides that we use the cash proceeds of any offering of our common units to redeem a portion of our outstanding senior units, otherwise a “Material Event” would be deemed to have occurred and JEF Capital Management, as the holder of our senior units, would thereafter have specified rights, such as the right to convert the senior units into common units or the right to register the senior units. By letter agreement dated November 20, 2003, JEF Capital Management initially agreed to waive the occurrence of a “Material Event” if we issued common units at any time and from time to time on or prior to March 31, 2004, and we did not use the cash proceeds from such offering or offerings to redeem a portion of the outstanding senior units. By letter agreement dated February 25, 2004, this waiver and acknowledgement was extended through December 31, 2004. By letter agreement dated June 9, 2005, this waiver and acknowledgement has now been extended through July 31, 2005.

 

In consideration of this recent extension of the waiver and acknowledgement, we agreed not to redeem any outstanding senior units prior to July 31, 2005, and to reimburse JEF Capital Management for its reasonable legal fees incurred in connection with the extension of the waiver and acknowledgement. A copy of the Extension of Waiver and Acknowledgement of No Material Event dated June 9, 2005 is filed as Exhibit 4.1 to this Current Report.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(a)

Financial statements of businesses acquired

 

Not applicable

 

(b)

Pro forma financial information

 

Not applicable

 

(c)

Exhibits

 

The exhibits listed in the Index to Exhibits are filed as part of this Current Report on Form 8-K.

 

 

24554607 02067261

 

 

 

 


 

 

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., its general partner

 

Date: June 10, 2005

By:     /s/ Kevin T. Kelly                          

 

Kevin T. Kelly

Senior Vice President and

Chief Financial Officer

 

 

 

 

FERRELLGAS PARTNERS FINANCE CORP.

 

Date: June 10, 2005

By:     /s/ Kevin T. Kelly                          

 

Kevin T. Kelly

Senior Vice President and

Chief Financial Officer

 

 

 

 

FERRELLGAS, L.P.

 

By:   Ferrellgas, Inc., its general Partner

 

Date: June 10, 2005

By:     /s/ Kevin T. Kelly                          

 

Kevin T. Kelly

Senior Vice President and

Chief Financial Officer

 

 

 

 

FERRELLGAS FINANCE CORP.

 

Date: June 10, 2005

By:     /s/ Kevin T. Kelly                          

 

Kevin T. Kelly

Senior Vice President and

Chief Financial Officer

 

 

 

24554607 02067261

 

 

 

 


 

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description of Exhibit

 

4.1 *

Extension of Waiver and Acknowledgement of No Material Event dated June 9, 2005 by and among Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Inc. and JEF Capital Management, Inc.

 

 

23.1 *

Consent of Ernst & Young LLP, independent auditors, for the use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. as filed with the SEC on April 22, 2004.

 

* such documents are deemed to be filed herewith.

 

 

 

24554607 02067261

 

 

 

 

 

 

 EX-4 2 ex4_1jefwaiverr.htm EXHIBIT 4.1 WAIVER

Exhibit 4.1

 

Extension of Waiver and Acknowledgement of No Material Event

 

June 9, 2005

 

Ferrellgas Partners, L.P.

Ferrellgas, L.P.

Ferrellgas, Inc.

7500 College Boulevard, Suite 1000

Overland Park, KS 66210

 

Attention:

Mr. Kevin T. Kelly

 

 

Senior Vice President and Chief Financial Officer

 

Re:

Extension of Waiver and Acknowledgement of No Material Event

 

Ladies and Gentlemen:

 

On November 20, 2003, you and JEF Capital Management, Inc. (“JEF”) executed a letter regarding a waiver and acknowledgement of no material event (the “Letter”). In the Letter, JEF waived through March 31, 2004, certain provisions of the Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated as of February 18, 2003 and other agreements and Ferrellgas Partners, L.P. agreed not to exercise certain redemption rights thereunder before March 31, 2004. Subsequently on February 25, 2004, the parties extended the provisions of the Letter and agreed that all references to March 31, 2004 be amended to reference December 31, 2004.

 

The parties hereto desire to extend the provisions of the Letter and hereby agree that all references to December 31, 2004, in the Letter be amended to instead reference July 31, 2005. The rest of the provisions of the letter shall remain in full force and effect as modified by the prior sentence.

 

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri. This letter agreement may be executed in any number of counterparts which, when taken together, shall constitute one agreement.

 

Page 1 of 2

 


 

 

If the foregoing terms are acceptable to you, please acknowledge your agreement to such terms by executing this letter agreement in the space indicated below.

 

 

Very truly yours,

 

JEF CAPITAL MANAGEMENT, INC.

 

 

By:

__________________________

 

Theresa Schekirke

 

 

President

 

 

Agreed To and Accepted this

9th day of June, 2005

 

FERRELLGAS PARTNERS, L.P.

 

By:

Ferrellgas, Inc.,

 

 

Its General Partner

 

By:

__________________________

 

 

Kevin T. Kelly

 

 

Senior Vice President and Chief Financial Officer

 

FERRELLGAS, L.P.

 

By:

Ferrellgas, Inc.,

 

 

Its General Partner

 

By:

__________________________

 

 

Kevin T. Kelly

 

 

Senior Vice President and Chief Financial Officer

 

FERRELLGAS, INC.

 

By:

__________________________

 

 

Kevin T. Kelly

 

 

Senior Vice President and Chief Financial Officer

 

 

Page 2 of 2

 

 

 

 EX-23 3 exhibit23_consent.htm EXHIBIT 23.1 E AND Y CONSENT

Exhibit 23.1

 

Consent of Independent Auditors

 

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Ferrellgas Partners, L.P. dated June 9, 2005 and to the incorporation by reference therein of our report dated September 16, 2003, except for the last paragraph of Note 2 as to which the date is October 8, 2003, with respect to the consolidated financial statements of Blue Rhino Corporation for the year ended July 31, 2003, included in the Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. Current Report (Form 8-K) dated April 22, 2004, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Greensboro, North Carolina

June 8, 2005

 

 

 

 

 

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