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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Ferrellgas Partners, L.P.
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(Name of Issuer)
Common Units
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(Title of Class of Securities)
315293-10-0
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(CUSIP Number)
Shawna Gehres
The Williams Companies, Inc.
One Williams Center, Suite 4100
Tulsa, Oklahoma 74172
(918) 573-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 5, 2000
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(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 315293-10-0 Page 2 of 41 Pages
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Williams Companies, Inc. I.R.S. Identification # 73-0569878
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
16,401,848
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 16,401,848
PERSON ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,401,848
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
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14 TYPE OF REPORTING PERSON
CO
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STATEMENT ON SCHEDULE 13D
Note: All information herein with respect to Ferrellgas Partners, L.P., a
Delaware limited partnership ("Ferrellgas"), is given to the best knowledge and
belief of the Reporting Entity (as defined herein).
Item 1. Security and Issuer
This statement relates to senior units (the "Senior Units") of
Ferrellgas, which are convertible upon the occurrence of certain events into
common units ("Common Units") of Ferrellgas.
The principal executive offices of Ferrellgas are located at
One Liberty Plaza, Liberty Missouri 64068.
Item 2. Identity and Background
This statement is being filed by The Williams Companies, Inc.,
a Delaware corporation ("Williams"). The principal executive offices of Williams
are located at One Williams Center, Suite 4100, Tulsa, Oklahoma 74172.
Williams' operations are substantially conducted (a) through
its energy-related subsidiaries which are principally engaged in the
transportation and storage of natural gas; the exploration and production of oil
and gas; natural gas gathering, processing and treating activities; the
transportation of natural gas liquids and petroleum products; the production and
marketing of ethanol and bio-products; light hydrocarbon/olefin transportation;
ethylene production; distributed power services; retail marketing; energy
commodity marketing and trading; and transportation and storage of natural gas
and related activities in Canada, South America, Australia and Lithuania and (b)
through its communications-related subsidiaries which are principally engaged in
the ownership and operation of telecommunications fiber optic network; data-,
voice- and video-transmission related products and services; video services and
other multimedia services for the broadcast industry; customer-premise voice and
data equipment, sales and services; nationwide network integration and
management services; and related telecommunications projects in Canada, South
America, Australia and Lithuania. Williams performs certain management, legal,
financial, tax, consultive, administrative and other activities for its
subsidiaries.
The name, business address, present principal occupation and
citizenship of each executive officer and director of Williams are set forth in
Schedule 1 attached hereto. The filing of this statement on Schedule 13D shall
not be construed as an admission that any person listed on Schedule 1 hereto is,
for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any securities covered by this statement.
During the last five years neither Williams nor, to the best
knowledge of Williams, any of its executive officers or directors (a) has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) has been a party to a
<PAGE> 4
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding is or was subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, U.S. federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds
On December 17, 1999, Ferrellgas completed the acquisition of
all of the member interests in Thermogas L.L.C. ("Thermogas") from Williams
Natural Gas Liquids, Inc. ("WNGL"), a subsidiary of Williams.
Immediately prior to the closing, Thermogas entered into a
$183 million loan and a $135 million operating tank lease financing with Bank of
America, N.A. as administrative agent. Upon the funding of the loan, Thermogas
distributed approximately $123.7 million of the proceeds to WNGL. The remaining
proceeds from the loan remained in Thermogas. The proceeds from the operating
tank lease of approximately $133.8 million, net of related financing costs, were
distributed to WNGL.
After the funding of both the loan and the operating tank
lease, Ferrellgas purchased all of the member interests in Thermogas from WNGL
in consideration for the issuance of Senior Units representing limited partner
interests of Ferrellgas with a face value of $175 million. On June 5, 2000, at a
Special Meeting of the Unitholders of Ferrellgas, a proposal was approved by the
requisite vote of the holders of the outstanding Common Units to make the Senior
Units convertible into Common Units as described below.
Item 4. Purpose of Transaction
The Senior Units to which this statement relates were acquired
by Williams from Ferrellgas in connection with the sale of Thermogas. The Senior
Units are redeemable by Ferrellgas at any time in whole or in part upon payment
in cash of the face value of the Senior Units and the amount of any accrued but
unpaid distributions.
Williams has the right to convert any outstanding Senior Units
into Common Units at any time during the period commencing upon the earlier to
occur of February 1, 2002 or upon the occurrence of a Material Event (as defined
in the Amended and Restated Agreement of Limited Partnership of Ferrellgas). If
the Senior Units are not redeemed by Ferrellgas prior to February 1, 2002 or if
a Material Event occurs, Williams intends to evaluate its investment at such
time and, depending upon the price of, and other market conditions, either
retain or sell the Senior Units or convert them into Common Units. If Williams
converts the Senior Units into Common Units, depending upon the price of and
market conditions relating to, the Common Units, and other factors deemed
relevant, Williams may decide to increase or decrease the size of its investment
in Ferrellgas.
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Item 5. Interest in Securities of Ferrellgas
By virtue of its ownership of Senior Units, Williams may be
deemed to own beneficially 16,401,848 Common Units based on current market
conditions.
If the holders of the Senior Units elect to convert any or all
of their Senior Units into Common Units, such number of Senior Units shall be
converted into such number of fully paid and nonassessable Common Units as is
equal to the product of the number of Senior Units being so converted,
multiplied by the quotient of (A) 125% of the sum of (1) the Senior Unit
Liquidation Preference plus (2) any accumulated and unpaid Senior Unit
Distributions to and including the date of conversion, divided by (B) the
Current Market Price of the Common Units as of the date of conversion.
Based on the recent market price of the Common Units of
$13.50, the 4,428,499 Senior Units would convert into 16,401,848 Common Units,
which represents a 34.4% limited partner interest in Ferrellgas.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Several provisions regarding the conversion of the Senior
Units are set forth in the Amended and Restated Agreement of Limited Partnership
of Ferrellgas. Williams is granted certain registration rights pursuant to a
Registration Rights Agreement entered into by and between Ferrellgas and
Williams, dated as of December 17, 1999. Restrictions on voting rights are set
forth in Section 15.13 of the Amended and Restated Agreement of Limited
Partnership. Section 17.2 sets forth certain rights of Ferrellgas, including
assignment rights, to acquire Senior Units from Williams.
Item 7. Material to be filed as Exhibits
Exhibit A: Amended and Restated Agreement of Limited
Partnership of Ferrellgas Partners, L.P. (Incorporated by reference as Exhibit
3.1 to the Current Report on Form 8-K of Ferrellgas, dated December 29, 1999.)
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 15, 2000 THE WILLIAMS COMPANIES, INC.
By: /s/ SHAWNA GEHRES
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Name: Shawna L. Gehres
Title: Corporate Secretary
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SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
THE WILLIAMS COMPANIES, INC.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
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<S> <C> <C>
Keith E. Bailey U.S.A. Chairman of the Board, President, Chief
The Williams Companies, Inc. Executive Officer and Director (Principal
One Williams Center Executive Officer)
Suite 4900
Tulsa, OK 74172
John C. Bumgarner, Jr. U.S.A. Senior Vice President - Corporate Development
The Williams Companies, Inc. and Planning; President - Williams International
One Williams Center Company; Senior Vice President - Strategic
Suite 4900 Investments, Williams Communications
Tulsa, OK 74172
Michael P. Johnson, Sr. U.S.A. Senior Vice President - Human Resources
The Williams Companies, Inc.
One Williams Center
Suite 4900
Tulsa, OK 74172
Jack D. McCarthy U.S.A. Senior Vice President - Finance (Principal
The Williams Companies, Inc. Financial Officer)
One Williams Center
Suite 4900
Tulsa, OK 74172
William G. von Glahn U.S.A. Senior Vice President and General Counsel
The Williams Companies, Inc.
One Williams Center
Suite 4900
Tulsa, OK 74172
Gary R. Berlitz U.S.A. Controller (Principal Accounting Officer)
The Williams Companies, Inc.
One Williams Center
Suite 4800
Tulsa, OK 74172
Steven J. Malcolm U.S.A. President and Chief Executive Officer - Williams
The Williams Companies, Inc. Energy Services
One Williams Center
Suite 4500
Tulsa, OK 74172
Howard E. Janzen U.S.A. President and Chief Executive Officer -
The Williams Companies, Inc. Williams Communications, Inc.
One Williams Center
Suite 2600
Tulsa, OK 74172
</TABLE>
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<TABLE>
<S> <C> <C>
Cuba Wadlington, Jr. U.S.A. President and Chief Executive Officer -
The Williams Companies, Inc. Williams Gas Pipeline Company
One Williams Center
Suite 4900
Tulsa, OK 74172
Glenn A. Cox U.S.A. Director; Director - Helmerich & Payne, Inc.
401 S.E. Dewey, Suite 318
Bartlesville, OK 74003
Thomas H. Cruikshank U.S.A. Director; Chairman of the Board and Chief
Sterling Plaza Executive Officer - Halliburton Company
5949 Sherry Lane, Suite 860 (retired 1996); Director - The Goodyear Tire &
Dallas, TX 75225 Rubber Company; Director - Lehman Bros.
Holdings, Inc.
Patricia L. Higgins U.S.A. Director; Vice President and Chief Information
One Williams Center Officer - Aluminum Company of America (retired
Tulsa, OK 74172 1999); President - Worldwide Communications
Market Sector Group of Unisys Corporation
(retired 1997); Group Vice President - NYNEX
(retired 1995); Chairman and Chief Executive
Officer - The Research Board; Director - Fleet Bank N.A.
Gordon R. Parker U.S.A. Director; Director - Caterpillar, Inc.;
10101 East Dry Creek Road Director - Phelps Dodge Corporation
Englewood, CO 80112
Joseph H. Williams U.S.A. Director; Director - The Prudential Insurance
The Williams Companies, Inc. Co. of America
One Williams Center
Tulsa, OK 74172
Mail Drop - WMS I, 10th Floor
Frank T. MacInnis U.S.A. Director; Chairman of the Board and Chief
Chairman and CEO Executive Officer - EMCOR Group, Inc.; Chairman
Emcor Group, Inc. of the Board - ComNet Communications,
101 Merritt Seven, 7th Floor Inc.; Director - UTT Corporation; Director -
Norwalk, CT 06851 Portec, Inc.(retired); Director - MAPCO, Inc.
(retired)
Peter C. Meinig U.S.A. Director; Chairman and Chief Executive Officer -
Chairman & CEO HM International, Inc.; Chairman - Windsor
HM International, Inc. Foods Company, Ltd.; Chairman - Ninth House, Inc.
5810 East Skelly Drive, Suite 1650
Tulsa, OK 74135
Hugh M. Chapman U.S.A. Director; Chairman of the Board - Nations Bank
Bank of America Plaza South (retired 1999); Director - SCANA Corporation;
600 Peachtree Street N.E., 54th Floor Director - West Point Stevens; Director -
Atlanta, GA 30308-2214 Print Pack, Inc.
</TABLE>
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<TABLE>
<S> <C> <C>
Janice D. Stoney U.S.A. Director; Director - Whirlpool Corporation;
US West Director - Bridges Investment Fund]
1314 Douglas On-The-Mall
Room 1500
Omaha, NE 68102
William E. Green U.S.A. Director; Founder - William Green & Associates
1 Mirada Road (law firm); Vice President, General Counsel
Half Moon Bay, CA 94019 and Secretary - Information Network Radio, Inc.
W.R. Howell U.S.A. Director; Chairman Emeritus - J.C. Penny
Chairman Emeritus Company, Inc. (retired as Chairman of the
JCPenney Company Board and Chief Executive Officer 1996);
6501 Legacy Drive Director - Exxon Corporation; Director -
Plano, TX 75024-3698 Warner-Lambert Company; Director - Bankers
P.O. Box 10001 Trust; Director - Halliburton Company;
Dallas, TX 75301-0001 Director - Central Southwest; Chairman of the
Board of Trustees - Southern Methodist University.
James C. Lewis U.S.A. Director; Chairman of the Board - Optimus
Chairman Corporation; Director - CFT
Optimus Corporation
5727 S. Lewis, Suite 600
Tulsa, OK 74105
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