FERRELLGAS PARTNERS L P
8-K, 1996-04-11
RETAIL STORES, NEC
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                       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 (Date of Earliest Event Reported) April 10, 1996


                            Ferrellgas Partners, L.P.

             (Exact name of registrant as specified in its charter)


                                    Delaware

         (State or other jurisdiction of incorporation or organization)


        1-11331                                         43-1698480

(Commission File Number)                    (I.R.S. Employer Identification No.)


                   One Liberty Plaza, Liberty, Missouri 64068

           (Address of principal executive office, including zip code)


                                 (816) 792-1600

              (Registrant's telephone number, including area code)


<PAGE>



ITEM 5.  OTHER EVENTS

      On April 10, 1996  Ferrellgas  Partners,  L.P.  announced  that it plans
to issue $125 million of Senior  Secured  Notes due 2006 in a private 
placement to qualified  institutional investors under Rule 144A. Net proceeds
of the offering will be contributed by Ferrellgas Partners,  L.P. to its
operating partnership, Ferrellgas,  L.P., and  will be used to  repay 
outstanding  indebtedness  under Ferrellgas, L.P.'s bank credit lines.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements of businesses acquired.

                  Not applicable.

         (b)      Pro forma financial information.

                  Not applicable.

         (c)      Exhibits.

         The  Exhibit  listed in the Index to  Exhibits is 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 PARTNERS, L.P.

                                    By:      FERRELLGAS, INC. (General Partner)

                                    By:      /s/ Danley K. Sheldon
                                            ------------------------------------
                                                 Danley K. Sheldon
                                                 Senior Vice President and Chief
                                                 Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)



Date:  April 10, 1996


<PAGE>


                                  EXHIBIT INDEX


      Exhibit No.                 Description of Exhibit
         99                       Text  of  press  release  issued  by
                                  Ferrellgas Partners, L.P. on
                                  April 10, 1996










For immediate release
Contacts
         Investor Relations:  Theresa Schekirke, 816/792-6826
         Media Relations:  Linda Bengston, 816/792-7902


                           Ferrellgas Partners, L.P.,
                     Announces Senior Note Private Offering

         LIBERTY, Mo. (April 10,  1996)--Ferrellgas  Partners,  L.P. (NYSE: FGP)
announced  today that it plans to issue $125 million of Senior Secured Notes due
2006 in a private  placement to  qualified  institutional  investors  under Rule
144A. Proceeds of the offering will be contributed by Ferrellgas Partners to its
operating  partnership,  Ferrellgas,  L.P.,  and will be used primarily to repay
outstanding indebtedness under Ferrellgas, L.P.'s acquisition bank credit lines.

         In late March,  Ferrellgas  announced plans to acquire Skelgas Propane,
Inc.,  the  nation's   seventh-largest  propane  supplier.  The  transaction  is
scheduled  to close late in April,  bringing the number of  acquisitions  closed
since Ferrellgas became a publicly traded  partnership in 1994 to a total of 20,
adding more than 175 million retail gallons to the business.

         Ferrellgas   Partners,   L.P.,   through  its  operating   partnership,
Ferrellgas, L.P., is the second-largest retail marketer of propane in the United
States, serving more than 700,000 customers in 45 states.

         The Senior Notes will not be registered  under the  Securities  Act and
may not be offered or sold in the United States absent such  registration  or an
applicable exemption from the registration  requirements of such Act. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy these  Senior Notes nor shall there be any sale of these Senior Notes in any
state in which such offer or  solicitation  of sale would be  unlawful  prior to
registration or qualification under the securities laws of any state.

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