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 24, 2003
Date of report: June 27, 2003
Ferrellgas Partners, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-111331 43-1698480
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(State or other Commission file (I.R.S. Employer
jurisdiction of number Identification No.)
incorporation)
One Liberty Plaza, Liberty, Missouri 64068
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(Address of principal executive offices, including zip code)
(816) 792-1600
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On June 27, 2003, Ferrellgas Partners, L.P. and affiliates issued 1,250,000
common units representing limited partner interests pursuant to an underwritten
public offering. We received net proceeds of approximately $26.3 million from
the sale of our common units and the payment to us from the exercise of the
affiliate common unit options exercised. The net proceeds received from the sale
of our common units were $21.59 per common unit after deducting underwriting
discounts, commissions and offering expenses. These proceeds and additional cash
will be used to redeem and retire a portion of our outstanding senior units.
Pursuant to the underwriting agreement, the underwriter was also granted an
option to purchase an additional 187,500 common units to cover any
over-allotments. This over-allotment option must be exercised within 30 days of
June 27, 2003. Proceeds obtained from the exercise of this over-allotment
option, if any, will be used to redeem and retire a portion of our outstanding
senior units.
The underwriting agreement under which we sold the units is filed as an
exhibit to this Current Report. This exhibit is incorporated by reference into
this description.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following material is filed as an exhibit to this Current
Report on Form 8-K.
Exhibit Number Description
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1.1 Underwriting Agreement dated as of June 24, 2003,
by and among Ferrellgas Partners, L.P.,
Ferrellgas, L.P., Ferrellgas, Inc., the selling
unitholders named therein and the underwriter
named therein.
5.1 Opinion of Mayer, Brown, Rowe & Maw as to the
legality of the common units issued by
Ferrellgas Partners, L.P. pursuant to the
above-referenced underwriting agreement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has 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 27, 2003 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 Number Description
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1.1 Underwriting Agreement dated as of June 24, 2003, by and among
Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas, Inc.,
the selling unitholders named therein and the underwriter
named therein.
5.1 Opinion of Mayer, Brown, Rowe & Maw as to the legality of the
common units issued by Ferrellgas Partners, L.P. pursuant
to the above-referenced underwriting agreement.