August 29, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Mail Stop 7-2
Washington, D.C. 20549
RE: Ferrellgas Partners, L.P.
Registration Statement on Form S-1 (No. 33-53383) for
13,100,000 common units representing limited partner
interests (the "Common Units")
Gentlemen:
We transmit herewith for filing under the Securities Act of 1933,
as amended, the Post-Effective Amendment No. 1 (the "Amendment") to
the above referenced Registration Statement dated August 29, 1994,
relating to the deregistration of 1,965,000 Common Units that were
subject to the underwriters' over-allotment option.
The filing has been effected through the EDGAR electronic filing
system under the Company's CIK No. 0000922358 pursuant to Rule 302
of Regulation S-T.
By copy of this letter, (i) a conforming paper copy of the
electronically filed Amendment will be made pursuant to Rule 901(d)
of Regulation S-T no later than six business days after this EDGAR
submission and (ii) one conforming copy of the Amendment is being filed with
the New York Stock Exchange.
If any questions should arise in connection with this submission,
please call the undersigned at (816) 792-6874 or Jim Knight of
Andrews & Kurth L.L.P. at (713) 220-3992.
Very truly yours,
/s/ Joseph A. Heater
Joseph A. Heater
Enclosures
cc: William N. Finnegan, IV
Andrews & Kurth L.L.P.
Bob Schmidt
New York Stock Exchange
Conformed paper copy to:
File Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
As filed with the Securities and Exchange Commission on August 29,
1994
Registration No. 33-53383
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FERRELLGAS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 5984 43-1675728
(State or (Primary Standard (I.R.S. Employer
other Jurisdiction Industrial Classification Identification No.)
of incorporation Code Number)
or organization)
One Liberty Plaza
Liberty, Missouri 64068
(816) 792-1600
(Address, inclduing zip code, and telephone number, including
area code, of registrant's principal executive offices)
Danley K. Sheldon
One Liberty Plaza
Liberty, Missouri 64068
(816) 792-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Andrews & Kurth L.L.P. Sullivan & Cromwell
425 Lexington Avenue 125 Broad Street
New York, New York 10017 New York, New York 10004
(212) 850-2800 (212) 558-4000
Attn: Michael Q. Rosenwasser Attn: Robert E. Buckholz, Jr.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Deregistration of 1,965,000 Unissued Common Units
Subject to Over-Allotment Option
Pursuant to its Registration Statement on Form S-1 (No. 33-53383)
(the "Registration Statement"), Ferrellgas Partners, L.P., a
Delaware limited partnership (the "Partnership"), registered
15,065,000 common units ("Common Units") representing limited
partner interests in the Partnership, which included 1,965,000
Common Units subject to an option granted by the Partnership to the
Underwriters to cover over-allotments, if any. The Underwriters'
over-allotment option was not exercised, and after consummation of
the public offering described in the Registration Statement, the
1,965,000 Common Units subject to the Underwriters' over-allotment
option remained unissued.
The Partnership hereby removes from registration such 1,965,000
Common Units.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of
Liberty, State of Missouri, on the 29th day of August,
1994.
FERRELLGAS PARTNERS, L.P.
By: Ferrellgas, Inc., as General Partner
By: *
James E. Ferrell
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
* Director, August 29, 1994
James E. Ferrell Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
/s/ Danley K. Sheldon Senior Vice President/ August 29, 1994
Danley K. Sheldon Chief Financial Officer
and Managing Director
(Principal Financial and
Accounting Officer)
*By: /s/ Danley K. Sheldon
Danley K. Sheldon
Attorney-in-Fact
