UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Earliest Event Reported: March 9, 2004
Date of Report: April 2, 2004
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.
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(Exact name of registrants as specified in their charters)
Delaware 001-11331 43-1698480
Delaware 333-06693 43-1742520
Delaware 000-50182 43-1698481
Delaware 000-50183 14-1866671
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(States or other Commission file (I.R.S. Employer
jurisdictions of numbers Identification Nos.)
incorporation or
organization)
One Liberty Plaza, Liberty, Missouri 64068
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (816) 792-1600
ITEM 5. OTHER EVENTS and ITEM 9. REGULATION FD DISCLOSURE
This amendment to the Form 8-K filed April 2, 2004, is to correct the date
of the consent of the independent auditors in Exhibit 23.1.
Amendment to Agreement and Plan of Merger
On February 9, 2004 we announced that FCI Trading Corp., an affiliate of
our general partner, entered into an Agreement and Plan Of Merger dated February
8, 2004 to acquire all of the outstanding common stock of Blue Rhino Corporation
in an all-cash merger. Blue Rhino Corporation is the nation's leading provider
of branded propane cylinder exchange services and a leading provider of
complementary products. Immediately after the merger, FCI Trading will convert
Blue Rhino Corporation into a limited liability company, Blue Rhino LLC.
This Agreement and Plan of Merger was subsequently amended on March 16,
2004, to:
o delete references to items for which the SEC has delayed the
effectiveness of; and
o further clarify the vesting procedures for particular stock options of
Blue Rhino Corporation.
A copy of this First Amendment to the Agreement and Plan of Merger dated as of
March 16, 2004 is attached as Exhibit 99.1.
Also on February 9, 2004, we announced that we entered into a contribution
agreement with our operating partnership, our general partner and FCI Trading,
whereby subsequent to the merger described above, FCI Trading will contribute
all of the membership interests in Blue Rhino LLC to our operating partnership
through a series of transactions and our operating partnership will assume FCI
Trading's obligation under the amended agreement and plan of merger to pay the
$17.00 per share to the then former stockholders of Blue Rhino Corporation
together with other specific obligations. We anticipate the merger and
contribution to be completed by the end of our fiscal 2004 third quarter.
Blue Rhino Corporation Audited Consolidated Financial Statements
Attached to this Current Report as Exhibit 99.2 are the audited
consolidated financial statements and related footnotes as of July 31, 2003 for
Blue Rhino Corporation.
Amendment to Ferrellgas, L.P.'s Credit Agreement
On March 9, 2004, our operating partnership, Ferrellgas, L.P., amended its
credit agreement in connection with transactions related to the contribution
agreement described above. A copy of the First Amendment to the Fourth Amended
and Restated Credit Agreement of Ferrellgas, L.P. dated as of March 9, 2004 is
attached as Exhibit 99.3.
Ferrell Unit Purchase Agreement
On February 8, 2004, James E. Ferrell, Chairman, President and Chief
Executive Officer of our general partner, entered into a Unit Purchase Agreement
with us to purchase up to $5 million of our common units. On April 1, 2004, Mr.
Ferrell notified us of his election to purchase approximately $1.8 million of
common units under the Unit Purchase Agreement. This purchase is expected to
occur shortly after, and is contingent upon, the successful completion of the
merger described above. Mr. Ferrell also intends to exercise options to purchase
approximately $3.2 million of common units at approximately the same time as the
completion of the contribution.
Anticipated Equity Offering
On April 2, 2004, we issued a press release announcing an anticipated
public offering of 7,000,000 common units representing limited partner
interests. A copy of the press release is attached as Exhibit 99.4.
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/A.
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: April 2, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS PARTNERS FINANCE CORP.
Date: April 2, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS, L.P.
By Ferrellgas, Inc. (General Partner)
Date: April 2, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS FINANCE CORP.
Date: April 2, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
INDEX TO EXHIBITS
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Exhibit No. Description of Exhibit
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23.1 Consent of Ernst & Young LLP, independent auditors for the
certain use of its 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, appearing in Exhibit 99.2 to this Current
Report on Form 8-K/A of Ferrellgas Partners, L.P.,
Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and
Ferrellgas Finance Corp., dated April 1, 2004.
99.1 First Amendment to Agreement and Plan of Merger, dated as
of March 16, 2004, by and among Blue Rhino Corporation,
FCI Trading Corp., Diesel Acquisition, LLC, and Ferrell
Companies, Inc.
99.2 Audited consolidated balance sheets of Blue Rhino
Corporation and subsidiaries as of July 31, 2003, and 2002
and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three
years then ended and related footnotes together with the
Report of Independent Accountants of Ernst & Young LLP
with respect thereto.
99.3 First Amendment to Fourth Amended and Restated Credit
Agreement, dated as of March 9, 2004, by and among
Ferrellgas, L.P., Ferrellgas, Inc., Bank of America N.A.
and other various lenders.
99.4 Press Release of Ferrellgas Partners, L.P. dated April 2,
2004, announcing an anticipated public offering of
7,000,000 common units.