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 8, 2004
Date of Report: June 10, 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 IdentificationNos.)
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
Ferrellgas Partners, L.P. (NYSE: FGP) announced today that it, along with
its wholly-owned financing subsidiary, Ferrellgas Partners Finance Corp., has
completed the public sale of $50 million in aggregate principal amount of 8-3/4%
senior notes due 2012 at a price of 103.25% per note. The notes, which mature on
June 15, 2012, bear interest at 8 3/4% per annum, payable semi-annually in
arrears on June 15 and December 15. Interest will accrue on the notes from
December 15, 2003, and the first interest payment will be on June 15, 2004. Net
proceeds from the issuance of $51.1 million, after deducting underwriting
discounts and commissions, were used to reduce bank credit facility borrowings
of our operating partnership, Ferrellgas, L.P.
The new notes are unsecured and will rank (a) effectively junior to all of
our future senior secured indebtedness and all liabilities of our operating
partnership, including any borrowings under its credit facility, (b) equal with
all of our existing and future senior indebtedness, including trade payables and
$218 million in aggregate principal amount of 8-3/4% Senior Notes due 2012 that
were previously issued and (c) senior to any of our future indebtedness that
expressly provides that it is subordinated to the notes.
The notes constitute a further issuance of the 8-3/4% Senior Notes due 2012
first issued on September 24, 2002 in the aggregate principal amount of $170
million and subsequently issued on December 18, 2002 in the aggregate principal
amount of $48 million and form a single class and series with those previously
issued notes. The notes have the same CUSIP number as the previously issued
notes and trade interchangeably with the previously issued notes. As a result of
the recent issuance, $268 million in aggregate principal amount of 8-3/4% Senior
Notes due 2012 are currently outstanding.
The notes are not redeemable before June 15, 2007, except under specific
circumstances. The notes were issued in a registered offering pursuant to a
prospectus supplement that was filed with the SEC on June 8, 2004. The notes
will not be listed on any securities exchange.
The underwriting agreement under which we issued and sold the notes and the
press release related to the issuance are filed as Exhibit 1 and Exhibit 99,
respectively, to this Current Report and are 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.
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. (General Partner)
Date: June 10, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
FERRELLGAS PARTNERS FINANCE CORP.
Date: June 10, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
FERRELLGAS, L.P.
By Ferrellgas, Inc. (General Partner)
Date: June 10, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
FERRELLGAS FINANCE CORP.
Date: June 10, 2004 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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1 Underwriting Agreement and Terms Agreement, each dated
June 4, 2004, relating to the issuance of $50,000,000 in
aggregate principal amount of 8 3/4% Senior Notes due
2012 by Ferrellgas Partners, L.P. and Ferrellgas
Partners Finance Corp. as co-obligors.
5 Opinion of Mayer, Brown, Rowe & Maw LLP as to the
legality of the senior notes issued pursuant to the
Underwriting Agreement referenced in Exhibit 1 herewith.
12 Calculation of ratio of earnings to fixed charges.
23 Consent of Mayer, Brown, Rowe & Maw LLP (contained in
Exhibit 5).
99 Text of press release issued by Ferrellgas Partners, L.P.
on June 10, 2004.