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 3, 1994
Date of Earliest Event Reported April 29, 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 April 29, 1994, Ferrellgas, Inc. (the "Company"),
acting as general partner of Ferrellgas Partners, L.P. (the
"Master Partnership") and Ferrellgas, L.P. (the "Operating
Partnership"), two newly formed Delaware limited partnerships,
caused to be filed with the Securities and Exchange Commission
(i) a registration statement with respect to the proposed
offering of 13.1 million Common Units representing limited
partnership interests of the Master Partnership, and (ii) a
registration statement with respect to the proposed offering of
Senior Notes due 2001 of the Operating Partnership in the
aggregate principal amount of $250 million.
Upon the consummation of the offerings (i) the
Company will transfer all of its propane business and assets to
the Operating Partnership, (ii) the Operating Partnership will
assume substantially all of the liabilities, whether known or
unknown, associated with such business and assets (other than
income tax liabilities), (iii) the Master Partnership will
issue to the Company a 53.2% limited partner interest in the
Master Partnership, which interest the Company intends to
distribute as a dividend to its parent, Ferrell Companies,
Inc., and an aggregate 2% general partner interest in the
Operating Partnership and the Master Partnership, and (iv) the
existing long-term indebtedness of the Company will be retired
with the proceeds of the offerings.
In connection with the offerings, the Company will
commence a tender offer and consent solicitation with respect
to its 11 5/8 percent Senior Subordinated Debentures due 2003.
The Company anticipates that the tender offer will be first
mailed to holders of such Debentures on or about May 5, 1994.
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 3, 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 3, 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 3, 1994
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page No.
1 Text of press release issued by
Ferrellgas, Inc. on April 29, 1994
<PAGE>
EXHIBIT NO. 1
April 29, 1994 Contact: Brian M.Smith
Ferrellgas, Inc.
816-792-7824
FOR IMMEDIATE RELEASE
LIBERTY, MISSOURI --- Ferrellgas Partners, L.P. and Ferrellgas,
L.P., newly formed limited partnerships that will conduct the
business of Ferrellgas, Inc., today filed two registration
statements with the Securities and Exchange Commission with
respect to the proposed offering of 13.1 million Common Units
representing limited partnership interests of Ferrellgas
Partners, L.P. with an estimated initial offering price between
$20.50 to $22.25 per Common Unit representing a 45 percent
interest in the partnership and $250 million principal amount
of Senior Notes due 2001 by Ferrellgas, L.P. Ferrellgas, Inc.
will serve as general partner of both partnerships.
Ferrellgas, Inc. is the nation's third largest retail marketer
of propane, serving more than 600,000 customers in 44 states.
The underwriting group for the Common Units will be managed by
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette Securities
Corporation, A.G. Edwards & Sons, Inc., PaineWebber
Incorporated and Smith Barney Shearson, Inc. The Senior Note
offering will be managed by Donaldson, Lufkin & Jenrette
Securities Corporation and Goldman, Sachs & Co.
In connection with these offerings, Ferrellgas, Inc. will
refinance its existing indebtedness by calling for redemption
all of its Senior Notes due in 1996. The formal notice of
redemption will not be given until the successful completion of
the securities offerings by the partnerships.
In addition, Ferrellgas, Inc. will make a tender offer to
purchase all of its 11 5/8 percent Senior Subordinated
Debentures due 2003. It is anticipated that this tender offer
will first be mailed to holders of the Subordinated Debentures
on or about May 4, 1994. Closing of the tender offer is also
conditioned on, among other things, the successful completion
of the offering of the securities by the partnerships.
Donaldson, Lufkin & Jenrette Securities Corporation will act as
dealer manager, and MacKenzie Partners, Inc. will act as
information agent, with respect to the tender offer.
Danley K. Sheldon, Vice President and CFO of Ferrellgas, Inc.,
stated "This transaction represents an excellent opportunity to
reduce the indebtedness of the Company and better position the
Company for future growth."
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
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