As filed with the Securities and Exchange Commission on December 1, 2003

 

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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

 

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Date of earliest reported event: November 25, 2003

Date of report: December 1, 2003

 

Ferrellgas Partners, L.P.

       Ferrellgas, L.P.       

(Exact name of registrants as specified in their charters)

 

Delaware		001-11331		43-1698480
Delaware		000-50182		43-1698481
(States or Other Jurisdictions of Incorporation)		(Commission File Numbers)		(I.R.S. Employer Identification Nos.)

 

One Liberty Plaza, Liberty, Missouri		64068
(Address of Principal Executive Offices)		(Zip code)

 

Registrants’ telephone number, including area code: (816) 792-1600

 

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ITEM 5. Other Events.

 

Underwritten Public Offering of Common Units

 

On December 1, 2003, Ferrellgas Partners, L. P. issued 2,000,000 common units representing limited partner interests pursuant to an underwritten public offering. We received net proceeds of approximately $47.2 million from the offering, based on the offering price of $24.75 per common unit and after deducting underwriting discounts, commissions and offering expenses. We will use the net proceeds received from the offering and the related capital contribution to us by our general partner:

 

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to reduce borrowings outstanding under the bank credit facility of our operating partnership, Ferrellgas, L.P., by approximately $38.1 million; and

 

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for general partnership purposes of Ferrellgas Partners, including the potential repayment of non-interest bearing debt incurred to fund prior acquisitions of propane assets.

 

Pursuant to the underwriting agreement related to the offering, the underwriters named therein were granted an option to purchase an additional 300,000 common units to cover any over-allotments. This over-allotment option must be exercised by the underwriters, in full or in part, on or prior to December 25, 2003. If exercised, we intend to use the net proceeds that we receive from the over-allotment exercise and the related capital contribution to us by our general partner, after deducting underwriting discounts, commissions and offering expenses, for those same uses as described above.

 

The underwriting agreement under which we issued and sold the common units referenced above is filed as Exhibit 1.1 to this Current Report. It is hereby incorporated by reference into this description.

 

Item 7. 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.

 

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Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		FERRELLGAS PARTNERS, L.P.
		By:		Ferrellgas, Inc.,
				its general partner
Date: December 1, 2003		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: December 1, 2003		By:		/s/ Kevin T. Kelly
				Kevin T. Kelly Senior Vice President and Chief Financial Officer

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Index to Exhibits

 

Exhibit No.		Description of Exhibit
1.1		Underwriting Agreement dated November 25, 2003, among Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas, Inc. and the underwriters named therein.
5.1		Legal opinion of Mayer, Brown, Rowe & Maw LLP dated December 1, 2003, as to the legality of the common units issued by Ferrellgas Partners, L. P. pursuant to the underwriting agreement referenced in Exhibit 1.1 herewith.
23.1		Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibit 5.1 herewith).