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 Report May 10, 1994
Date of Earliest Event Reported May 4, 1994
Ferrellgas, Inc.
Ferrell Companies, Inc.
One Liberty Oil Company
(Exact name of registrants as specified in their charters)
Delaware 73-1285864
Kansas 48-0587968
Missouri 33-38482 43-1180681
(States or Other Juris- ) (Commission (IRS Employer
dictions of Incorpora- File Number) Identification Nos.)
tion or Organization
One Liberty Plaza, Liberty, Missouri 64068
(Address of principal executive offices) (Zip Code)
(816) 792-1600
(Registrants' telephone number, including area code)
<PAGE>
Item 5. OTHER EVENTS
On May 4, 1994, Ferrellgas, Inc. (the "Company"),
commenced a tender offer (the "Offer") to purchase all of its
outstanding 11 5/8% Senior Subordinated Debentures due 2003
(the "Debentures") for a cash purchase price equal to 110.5% of
their principal amount, plus accrued interest up to, but not
including, the expiration date of the Offer.
In addition, the Company is soliciting consents to
certain proposed amendments to the Debentures (the "Proposed
Amendments") for an additional payment of $20 in cash for each
$1,000 principal amount of Debentures for which consents are
received prior to the date on which a supplemental indenture
providing for the proposed amendments is executed by the
Company and the trustee under the indenture (the "Consent
Date"). Holders who tender Debentures in the Offer are
obligated to consent to the Proposed Amendments. Holders may
not deliver a consent without tendering their Debentures.
The Offer and solicitation will expire at midnight,
New York City time, on Wednesday, June 1, 1994, unless extended
(the "Initial Expiration Date"). Tendered Debentures may be
withdrawn and consents may be revoked at any time until the
Consent Date, which will not occur prior to the final
expiration date of the Offer and solicitation.
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 as listed in the Exhibit Index are filed
as part of this Current Report on Form 8-K.
<PAGE>
SIGNATURES
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 hereunto
duly authorized.
FERRELLGAS, INC.
By /s/ Danley K. Sheldon
Danley K. Sheldon
Vice President and Chief
Financial Officer
Date: May 10, 1994
<PAGE>
SIGNATURES
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 hereunto
duly authorized.
FERRELL COMPANIES, INC.
By /s/ Danley K. Sheldon
Danley K. Sheldon
Vice President and Chief
Financial Officer
Date: May 10, 1994
<PAGE>
SIGNATURES
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 hereunto
duly authorized.
ONE LIBERTY OIL COMPANY
By /s/ Danley K. Sheldon
Danley K. Sheldon
Vice President and Chief
Financial Officer
Date: May 10, 1994
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page No.
1 Text of press release issued by
Ferrellgas, Inc. on May 4, 1994
<PAGE>
EXHIBIT NO. 1
Contact: Stanley J. Kay
MacKenzie Partners, Inc.
212-929-5940
Brian M.Smith
Ferrellgas, Inc.
816-792-7824
FOR IMMEDIATE RELEASE
FERRELLGAS, INC. COMMENCES TENDER OFFER AND CONSENT
SOLICITATION FOR 11 5/8% SENIOR SUBORDINATED DEBENTURES DUE
2003
LIBERTY, MISSOURI, MAY 4, 1994 --- Ferrellgas, Inc. announced
today that it has commenced a tender offer to purchase all of
its outstanding 11 5/8% Senior Subordinated Debentures Due 2003
for a cash purchase price of 110.5% of their principal amount,
plus accrued interest up to, but not including, the expiration
date of the offer.
In addition, the Company is soliciting consents to certain
proposed amendments to the indenture governing the debentures
for an additional payment of $20 in cash for each $1,000
principal amount of debentures for which consents are received
prior to the date on which a supplemental indenture providing
for the proposed amendments is executed by the Company and the
trustee under the indenture (the "Consent Date"). Holders who
tender debentures in the offer are obligated to consent to the
proposed amendments and holders may not deliver a consent
without tendering their debentures.
The offer and solicitation will expire at midnight, New York
City time, on Wednesday, June 1, 1994, unless extended (the
"Initial Expiration Date"). Tendered debentures may be
withdrawn and consents may be revoked at any time until the
Consent Date, which will not occur prior to the Initial
Expiration Date, but may occur prior to the final expiration
date of the offer and solicitation.
The offer and solicitation are being made in connection with
the previously announced proposed transfer of the Company's
propane business and assets, constituting all of its operating
assets, to Ferrellgas, L.P., a newly-formed limited
partnership. The offer, and the Company's obligation to make
consent payments, are conditioned upon, among other things, at
least a majority of the debentures being validly tendered and
not withdrawn pursuant to the offer, the holders of a majority
of the outstanding debentures having consented to the proposed
amendments, and the consummation of the proposed transfer and
certain related transactions, including the previously
announced offerings by Ferrellgas Partners, L.P. of 13.1
million Common Units representing limited partner interests and
by Ferrellgas, L.P. of $250 million principal amount of Senior
Notes Due 2001. The Company intends to extend the offer so
that the expiration date occurs on or about the same date as
the consummation of such other transactions. However, the
Company does not intend to extend the Consent Date beyond the
Initial Expiration Date if the holders of a majority of the
outstanding debentures have consented to the proposed
amendments by such date.
Donaldson, Lufkin & Jenrette Securities Corporation is acting
as Dealer Manager for the offer and solicitation and MacKenzie
Partners, Inc. is the Information Agent.
