FERRELLGAS PARTNERS L P
8-K, 1996-03-27
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: March 27, 1996

                 Date of Earliest Event Reported: March 23, 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)


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ITEM 5.  OTHER EVENTS

                  On March 23, 1996  Ferrellgas,  Inc.,  the General  Partner of
Ferrellgas  Partners,  L.P.  and  Ferrellgas,  L.P.,  entered  into a definitive
Purchase Agreement with Superior Propane, Inc.  ("Superior") of Toronto,  Canada
for the purchase of all of the stock of Skelgas  Propane,  Inc.  ("Skelgas"),  a
subsidiary of Superior,  for a cash purchase price of approximately $85 million.
The closing of the transaction is subject to customary conditions, including the
expiration  of  the  applicable  waiting  period  under  the   Hart-Scott-Rodino
Antitrust  Improvements  Act.  Following  the  closing of the  transaction,  the
General Partner intends to transfer the assets of Skellgas to Ferrellgas, L.P.


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.






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                                   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:  March 27, 1996

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                                  EXHIBIT INDEX

                                                                  
Exhibit No.              Description of Exhibit
- - ----------               ----------------------                  
  99                Text  of  press  release  issued  by             
                    Ferrellgas Partners, L.P. on March 25, 1996











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


                         Ferrellgas Announces Agreement
                        to Purchase Skelgas Propane, Inc.

         LIBERTY, Mo. (March 25,  1996)--Ferrellgas  Partners,  L.P., (NYSE:FGP)
announced today that it has signed a definitive  agreement to purchase the stock
of Skelgas  Propane,  Inc., a subsidiary  of Superior  Propane Inc., of Toronto,
Canada, for total purchase  consideration in excess of $85 million.  The closing
of the  transaction  is subject to customary  conditions,  including  regulatory
approval.
         Skelgas,  which  is  the  nation's  seventh-largest  propane  supplier,
operates  92 retail  propane  outlets  across the United  States,  with sales of
approximately  97 million gallons a year to  residential,  industrial/commercial
and agricultural customers.
         "Skelgas  is an industry  pioneer,  a company  with a long,  impressive
history  of serving  its  customers  and the  propane  industry,"  says James E.
Ferrell,  Ferrellgas  Partners,  L.P., chairman and chief executive officer. "We
look forward to combining that strong  reputation with our own. This acquisition
will strengthen our presence in the propane industry. Because of the opportunity
to combine operations, we believe the acquisition will enhance the Partnership's
operating income and cash flow."
         Skelgas  was  acquired  by  Superior  Propane  in  1990  as part of the
corporation's expansion into the U.S. propane market. Superior is a wholly owned
subsidiary of Norcen Energy Resources, Limited, of Calgary.
         Based on retail gallons sold, Ferrellgas is the second-largest  propane
retailer  in  the  United  States  with   approximately   700,000   residential,
industrial/commercial, agricultural and trading customers across the nation.

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