UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended April 30, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission file numbers: 1-11331
333-06693
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware 43-1698480
Delaware 43-1742520
---------------------------- -------------------------------
(States or other jurisdictions of (I.R.S. Employer Identification Nos.)
incorporation or organization)
One Liberty Plaza, Liberty, Missouri 64068
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (816) 792-1600
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
At May 15, 1997, the registrants had units or shares outstanding as follows:
Ferrellgas Partners, L.P. - 14,612,580 Common Units
16,593,721 Subordinated Units
Ferrellgas Partners Finance
Corp. 1,000 Common Stock
<PAGE>
FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ferrellgas Partners, L.P. and Subsidiaries
Consolidated Balance Sheets - April 30, 1997 and July 31, 1996 1
Consolidated Statements of Earnings -
Three and nine months ended April 30, 1997 and 1996 2
Consolidated Statement of Partners' Capital -
Nine months ended April 30, 1997 3
Consolidated Statements of Cash Flows -
Nine months ended April 30, 1997 and 1996 4
Notes to Consolidated Financial Statements 5
Ferrellgas Partners Finance Corp.
Balance Sheets - April 30, 1997 and July 31, 1996 7
Statements of Earnings - Three and nine months
ended April 30, 1997 7
Statement of Cash Flows - Nine months ended April 30, 1997 8
Notes to Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
<TABLE>
<CAPTION>
April 30, July 31,
ASSETS 1997 1996
- ----------------------------------- ---------------- -----------------
(unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 14,943 $ 13,770
Accounts and notes receivable 102,931 70,118
Inventories 43,807 41,395
Prepaid expenses and other current assets 8,421 5,685
---------------- -----------------
Total Current Assets 170,102 130,968
Property, plant and equipment, net 396,287 403,732
Intangible assets, net 101,862 107,960
Other assets, net 11,063 11,635
---------------- -----------------
Total Assets $679,314 $654,295
================ =================
LIABILITIES AND PARTNERS' CAPITAL
- -----------------------------------
Current Liabilities:
Accounts payable $ 52,137 $ 48,400
Other current liabilities 43,690 41,754
Short-term borrowings 18,566 25,520
---------------- -----------------
Total Current Liabilities 114,393 115,674
Long-term debt 458,780 439,112
Other liabilities 12,440 12,402
Contingencies and commitments
Minority interest 2,585 2,498
Partners' Capital:
Common unitholders (14,612,580 units outstanding
in both April 1997 and July 1996) 74,340 71,324
Subordinated unitholders (16,593,721 units outstanding
in both April 1997 and July 1996) 74,729 71,302
General partner (57,953) (58,017)
---------------- -----------------
Total Partners' Capital 91,116 84,609
---------------- -----------------
Total Liabilities and Partners' Capital $679,314 $654,295
================ =================
</TABLE>
See notes to consolidated financial statements
1
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per unit data)
(unaudited)
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
------------------------------- -------------------------------
April 30, 1997 April 30, 1996 April 30, 1997 April 30, 1996
---------------------------------------------------------------------
Revenues:
<S> <C> <C> <C> <C>
Gas liquids and related product sales $181,426 $181,241 $672,604 $522,446
Other 11,447 9,502 35,185 31,266
------------- ------------- ------------- --------------
Total revenues 192,873 190,743 707,789 553,712
Cost of product sold (exclusive of
depreciation, shown separately below) 108,018 105,263 412,858 300,844
------------- ------------- ------------- --------------
Gross profit 84,855 85,480 294,931 252,868
Operating expense 48,062 45,743 157,787 134,363
Depreciation and amortization expense 10,893 8,703 32,477 25,839
General and administrative expense 3,466 2,981 11,234 9,535
Vehicle and tank lease expense 1,949 1,418 5,356 3,621
------------- ------------- ------------- --------------
Operating income 20,485 26,635 88,077 79,510
Interest expense (11,170) (8,567) (34,254) (26,775)
Interest income 613 443 1,498 1,068
Loss on disposal of assets (114) (314) (864) (1,084)
------------- ------------- ------------- --------------
Earnings before minority interest 9,814 18,197 54,457 52,719
Minority interest 138 185 667 534
------------- ------------- ------------- --------------
Net earnings 9,676 18,012 53,790 52,185
General partner's interest in net earnings 97 180 538 522
------------- ------------- ------------- --------------
Limited partners' interest in net earnings $ 9,579 $ 17,832 $ 53,252 $ 51,663
============= ============= ============= ==============
Net earnings per limited partner unit $ 0.31 $ 0.57 $ 1.71 $ 1.66
============= ============= ============= ==============
Weighted average number of units outstanding 31,206 31,139 31,206 31,103
============= ============= ============= ==============
</TABLE>
See notes to consolidated financial statements
2
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Number of units
---------------------------- Total
Sub- Sub- General partners'
Common ordinated Common ordinated partner capital
------------- ------------- ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
July 31, 1996 14,612.6 16,593.7 $71,324 $71,302 $(58,017) $84,609
Quarterly distributions (21,918) (24,891) (474) (47,283)
Net earnings 24,934 28,318 538 53,790
------------- ------------- ------------ ------------- ------------- -------------
April 30, 1997 14,612.6 16,593.7 $74,340 $74,729 $(57,953) $91,116
============= ============= ============ ============= ============= =============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the nine months ended
---------------------------------
April 30, April 30,
1997 1996
--------------- ---------------
Cash Flows From Operating Activities:
<S> <C> <C>
Net earnings $53,790 $52,185
Reconciliation of net earnings to net cash from
operating activities:
Depreciation and amortization 32,477 25,839
Other 4,551 3,602
Changes in operating assets and liabilities
net of effects from business acquisitions:
Accounts and notes receivable (33,933) (21,800)
Inventories (2,354) 20,062
Prepaid expenses and other current assets (2,736) 429
Accounts payable 3,737 (12,573)
Other current liabilities 3,420 (2,435)
Other liabilities 38 704
--------------- ---------------
Net cash provided by operating activities 58,990 66,013
--------------- ---------------
Cash Flows From Investing Activities:
Business acquisitions (11,663) (3,342)
Capital expenditures (12,299) (10,391)
Other 2,187 (2,572)
--------------- ---------------
Net cash used by investing activities (21,775) (16,305)
--------------- ---------------
Cash Flows From Financing Activities:
Distributions (47,283) (47,103)
Additions to long-term debt (exclusive of debt
assumed in acquisitions) 20,951 167,752
Reductions of long-term debt (2,118) (94,319)
Net reductions to short-term borrowings (6,954) (20,000)
Other (638) 1,894
--------------- ---------------
Net cash provided (used) by financing activities (36,042) 8,224
--------------- ---------------
Increase in cash and cash equivalents 1,173 57,932
Cash and cash equivalents - beginning of period 13,770 29,877
--------------- ---------------
Cash and cash equivalents - end of period $14,943 $87,809
=============== ===============
Cash paid for interest $35,394 $31,839
=============== ===============
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1997
(unaudited)
A. The financial statements reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of the interim periods
presented. All adjustments to the financial statements were of a normal,
recurring nature.
B. The preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from these
estimates.
C. The propane industry is seasonal in nature with peak activity during the
winter months. Therefore, the results of operations for the periods ended
April 30, 1997 and April 30, 1996 are not necessarily indicative of the
results to be expected for a full year.
<TABLE>
<CAPTION>
D. Inventories consist of:
April 30, July 31,
(in thousands) 1997 1996
---------------- --------------
<S> <C> <C>
Liquefied propane gas and related products $35,914 $33,366
Appliances, parts and supplies 7,893 8,029
---------------- --------------
$43,807 $41,395
================ ==============
</TABLE>
In addition to inventories on hand, the Partnership enters into contracts
to buy product for supply purposes. All such contracts have terms of less
than one year and call for payment based on market prices at date of
delivery.
<TABLE>
<CAPTION>
Property, plant and equipment, net consist of:
April 30, July 31,
(in thousands) 1997 1996
--------------- ---------------
<S> <C> <C>
Property, plant and equipment $604,646 $596,107
Less: accumulated depreciation 208,359 192,375
---------------- --------------
$396,287 $403,732
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
Intangibles, net consist of:
April 30, July 31,
(in thousands) 1997 1996
--------------- ---------------
<S> <C> <C>
Intangibles $207,606 $203,761
Less: accumulated amortization 105,744 95,801
---------------- --------------
$101,862 $107,960
=============== ===============
</TABLE>
E. The Partnership is threatened with or named as a defendant in various
lawsuits which, among other items, claim damages for product liability. It
is not possible to determine the ultimate disposition of these matters;
however, management is of the opinion that there are no known claims or
contingent claims that are likely to have a material adverse effect on the
results of operations or financial condition of the Partnership.
5
<PAGE>
F. On September 14, 1996, December 14, 1996 and March 14, 1997, the
Partnership paid cash distributions of $0.50 per unit for each of the
quarters ended July 31, 1996, October 31, 1996, and January 31, 1997,
respectively. On May 19, 1997, the Partnership declared its third quarter
cash distribution of $0.50 per unit, payable June 13, 1997.
G. On April 30, 1996, Ferrellgas, Inc. (the "General Partner") consummated
the purchase of all of the stock of Skelgas Propane, Inc.("Skelgas"),
a subsidiary of Superior Propane, Inc.of Toronto, Canada. The cash purchase
price, after working capital adjustments, was $86,404,000.
As of May 1, 1996, the General Partner (i) caused Skelgas and each of its
subsidiaries to be merged into the General Partner and (ii) transferred all
of the assets of Skelgas and its subsidiaries to Ferrellgas, L.P. (the
"Operating Partnership"). In exchange, the Operating Partnership assumed
substantially all of the liabilities, whether known or unknown, associated
with Skelgas and its subsidiaries and their propane business (excluding
income tax liabilities). In consideration of the retention by the General
Partner of certain income tax liabilities, Ferrellgas Partners, L.P. (the
"Partnership") issued 41,203 Common Units to the General Partner. The
liabilities assumed by the Operating Partnership included the loan
agreement under which the General Partner borrowed funds to pay the
purchase price for Skelgas. Immediately following the transfer of assets
and related transactions described above, the Operating Partnership repaid
the loan with cash and borrowings under the Operating Partnership's
existing acquisition bank credit line. The total assets contributed to the
Operating Partnership (at the General Partner's cost basis) have been
allocated as follows: (i) working capital of $17,934,000, (ii) property,
plant and equipment of $62,891,000 and (iii) the balance to intangible
assets. The transaction has been accounted for as a purchase and,
accordingly, the results of operations of Skelgas have been included in the
consolidated financial statements from the date of contribution.
The following pro forma financial information assumes that the acquisition
of Skelgas and the Partnership's issuance of its 9 3/8% $160,000,000 Senior
Secured Notes occurred as of August 1, 1995.
<TABLE>
<CAPTION>
Nine months ended
--------------------------------
Pro Forma
April 30, April 30,
(in thousands) 1997 1996
--------------- ---------------
<S> <C> <C>
Total revenues $707,789 $630,124
Net earnings 53,790 49,566
</TABLE>
6
<PAGE>
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly owned subsidiary of Ferrellgas Partners, L.P.)
BALANCE SHEETS
<TABLE>
<CAPTION>
April 30, July 31,
ASSETS 1997 1996
- ----------------------------------------- ------------------- -------------------
(unaudited)
<S> <C> <C>
Cash $1,000 $1,000
------------------- -------------------
Total Assets $1,000 $1,000
=================== ===================
STOCKHOLDER'S EQUITY
- -----------------------------------------
Common stock, $1.00 par value; 2,000 shares
authorized; 1,000 shares issued and outstanding $1,000 $1,000
Additional paid in capital 327 42
Accumulated deficit (327) (42)
------------------- -------------------
Total Stockholder's Equity $1,000 $1,000
=================== ===================
</TABLE>
STATEMENTS OF EARNINGS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
1997 1997
------------------- -------------------
<S> <C> <C>
General and administrative expense $ 189 $285
------------------- -------------------
Net loss $(189) $(285)
=================== ===================
</TABLE>
See notes to financial statements.
7
<PAGE>
FERRELLGAS PARTNERS FINANCE CORP.
(A wholly owned subsidiary of Ferrellgas
Partners, L.P.)
STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
April 30,
1997
--------------------
Cash Flows From Operating Activities:
<S> <C>
Net loss $ (285)
--------------------
Cash used by operating activities (285)
--------------------
Cash Flows From Financing Activities:
Capital contribution 285
--------------------
Cash provided by financing activities 285
--------------------
Increase (decrease) in cash -
Cash - beginning of period 1,000
--------------------
Cash - end of period $1,000
====================
See notes to financial statements.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1997
(unaudited)
A. Ferrellgas Partners Finance Corp., a Delaware corporation, was formed on
March 28, 1996, and is a wholly-owned subsidiary of
Ferrellgas Partners, L.P.
B. The financial statements reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of the interim periods
presented. All adjustments to the financial statements were of a normal,
recurring nature.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion of the results of operations and liquidity
and capital resources of Ferrellgas Partners, L.P. (the "Partnership" or "MLP").
Except for the $160,000,000 of 9 3/8% Senior Secured Notes issued in April 1996
by the MLP (the "MLP Senior Notes") and the related interest expense,
Ferrellgas, L.P. (the "Operating Partnership" or "OLP") accounts for nearly all
of the consolidated assets, liabilities, sales and earnings of the MLP. When the
discussion refers to the consolidated MLP, the term Partnership will be used.
Ferrellgas Partners Finance Corp. has nominal assets and does not conduct
any operations. Accordingly, a discussion of the results of operations and
liquidity and capital resources is not presented.
Results of Operations
The propane industry is seasonal in nature with peak activity during the
winter months. Due to the seasonality of the business, results of operations for
the three and nine months ended April 30, 1997 and 1996, are not necessarily
indicative of the results to be expected for a full year. Other factors
affecting the results of operations include competitive conditions, demand for
product, variations in weather and fluctuations in propane prices. As the
Partnership has grown through acquisitions, fixed costs such as personnel costs,
depreciation and interest expense have increased. Over time, these fixed cost
increases have caused losses in the first and fourth quarters and net income in
the second and third quarters to generally be more pronounced.
Three Months Ended April 30, 1997 vs. April 30, 1996
Total Revenues. Total revenues increased slightly as compared to the third
quarter of fiscal 1996, primarily due to increased sales price per retail
gallon, offset by decreased retail propane volumes, and a slight decrease in
revenues from other operations (wholesale marketing, chemical feedstocks and net
trading operations).
A volatile propane market during the first half of fiscal 1997 caused a
significant increase in the cost of product. Retail prices remained at higher
levels than the prior year to cover some higher cost inventory purchased during
the first half of the fiscal year. Retail volumes decreased 11.0% to 163,323,000
gallons as compared to 183,458,000 gallons for the same quarter last year,
primarily due to significantly warmer than normal temperatures and customer
conservation efforts, partially offset by increased volumes attributed to
acquisitions. During the quarter, temperatures as reported by the American Gas
Association were 14% warmer than the same period last year and 11% warmer than
normal.
Gross Profit. Gross profit decreased slightly to $84,855,000 as compared to
$85,480,000 in the third quarter of fiscal 1996, primarily due to the effect of
significantly warmer weather, customer conservation efforts and lower trading
profits offset by the increased volumes attributed to acquisitions, supply gains
and a small increase in retail margins.
Operating Expenses. Operating expenses increased 5.1% to $48,062,000 as
compared to $45,743,000 in the third quarter of fiscal 1996 primarily due to
acquisition related increases in personnel costs, plant and office expenses,
vehicle and other expenses, partially offset by favorable general liability
claims experience.
Depreciation and Amortization. Depreciation and amortization expense
increased 25.2% to $10,893,000 as compared to $8,703,000 for the same period
last year primarily due to acquisitions of propane businesses.
9
<PAGE>
Interest expense. Interest expense increased 30.4% to $11,170,000 as
compared to $8,567,000 in the third quarter of fiscal 1996. This increase is
primarily the result of increased borrowings and, to a lesser extent, a small
increase in the overall average interest rate paid by the Partnership on its
borrowings.
Nine Months Ended April 30, 1997 vs. April 30, 1996
Total Revenues. Total revenues increased 27.8% to $707,789,000 as compared
to $553,712,000 for the prior period, primarily due to increased sales price per
retail gallon, increased retail propane volumes, and an increase in revenues
from other operations (wholesale marketing, chemical feedstocks and net trading
operations).
A volatile propane market during the first half of fiscal 1997 caused a
significant increase in the cost of product which in turn caused an increase in
sales price per gallon. Retail volumes increased 7.6% to 600,021,000 gallons as
compared to 557,897,000 gallons for the same period last year, primarily due to
the increase in volumes related to acquisitions partially offset by warmer than
normal temperatures and customer conservation efforts. Fiscal 1997 winter
temperatures as reported by the American Gas Association were 6% warmer than the
same period last year and 4% warmer than normal. Revenues from other operations
increased by $22,298,000 primarily due to increased wholesale marketing volumes
and an increased price per gallon.
Gross Profit. Gross profit increased 16.6% to $294,931,000 as compared to
$252,868,000 in the same period last year, primarily as the result of increased
volumes attributed to acquisitions, supply gains and a small increase in retail
margins, partially offset by the effect of warmer weather and customer
conservation efforts.
Operating Expenses. Operating expenses increased 17.4% to $157,787,000 as
compared to $134,363,000 in the same period last year primarily due to
acquisition related increases in personnel costs, plant and office expenses, and
vehicle and other expenses, partially offset by favorable general liability
claims experience.
Depreciation and Amortization. Depreciation and amortization expense
increased 25.7% to $32,477,000 as compared to $25,839,000 for the same period
last year primarily due to acquisitions of propane businesses.
Interest expense. Interest expense increased 27.9% to $34,254,000 as
compared to $26,775,000 in the same period last year. This increase is primarily
the result of increased borrowings, partially offset by a small decrease in the
overall average interest rate paid by the Partnership on its borrowings.
Liquidity and Capital Resources
The ability of the MLP to satisfy its obligations is dependent upon future
performance, which will be subject to prevailing economic, financial, business
and weather conditions and other factors, many of which are beyond its control.
For the fiscal year ending July 31, 1997, the General Partner believes that the
OLP will have sufficient funds to meet its obligations and enable it to
distribute to the MLP sufficient funds to permit the MLP to meet its obligations
with respect to the MLP Senior Notes issued in April 1996, and enable it to
distribute the Minimum Quarterly Distribution ($0.50 per Unit) on all Common
Units and Subordinated Units. Future maintenance and working capital needs of
the MLP are expected to be provided by cash generated from future operations,
existing cash balances and existing bank lines. In order to fund expansive
capital projects and future acquisitions, the OLP may borrow on existing bank
lines or the MLP may issue additional Common Units. Toward this purpose the MLP
maintains a shelf registration statement with the Securities and Exchange
Commission for 1,887,420 Common Units representing limited partner interests in
the MLP. The Common Units may be issued from time to time by the MLP in
connection with the OLP's acquisition of other businesses, properties or
securities in business combination transactions.
10
<PAGE>
Operating Activities. Cash provided by operating activities was $58,990,000
for the nine months ended April 30, 1997, compared to $66,013,000 for the same
period last year. This decrease is primarily due to the increased receivables
and inventory balances caused by the effect of higher propane prices experienced
during the second quarter of fiscal 1997 and the impact of acquisitions.
Investing Activities. During the nine months ended April 30, 1997, the
Partnership made total acquisition capital expenditures of $10,484,000
(including working capital acquired of $114,000). This amount was funded by
$11,663,000 cash payments (including $1,771,000 for transition costs previously
accrued for fiscal 1996 acquisitions) and $592,000 in other costs and
consideration.
During the nine months ended April 30, 1997, the Partnership made growth
and maintenance capital expenditures of $12,299,000 consisting primarily of the
following: 1) additions to Partnership-owned customer tanks and cylinders, 2)
vehicle lease buyouts, 3) relocating and upgrading district plant facilities,
and 4) development and upgrading computer equipment and software. Capital
requirements for repair and maintenance of property, plant and equipment are
relatively low since technological change is limited and the useful lives of
propane tanks and cylinders, the Partnership's principal physical assets, are
generally long. The Partnership maintains its vehicle and transportation
equipment fleet by leasing light and medium duty trucks and tractors. The
General Partner believes vehicle leasing is a cost effective method for meeting
the Partnership's transportation equipment needs. The Partnership continues
seeking to expand its operations through strategic acquisitions of smaller
retail propane operations located throughout the United States. These
acquisitions will be funded through internal cash flow, external borrowings or
the issuance of additional Partnership interests. The Partnership does not have
any material commitments of funds for capital expenditures other than to support
the current level of operations. In fiscal 1997, the Partnership expects growth
and maintenance capital expenditures to increase slightly over fiscal 1996
levels.
Financing Activities. During the nine months ended April 30, 1997, the
Partnership borrowed $13,997,000 under its Credit Facility to fund expected
seasonal working capital needs, business acquisitions, and capital expenditures.
At April 30, 1997, $58,500,000 of borrowings were outstanding under the
revolving portion of the Credit Facility. In addition, letters of credit
outstanding, used primarily to secure obligations under certain insurance
arrangements, totaled $26,570,000. At April 30, 1997, the Operating Partnership
had $119,930,000 available for general corporate, acquisition and working
capital purposes under the Credit Facility. On May 19, 1997, the Partnership
declared a cash distribution of $0.50 per unit to all Common and Subordinated
unitholders, payable June 13, 1997.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Agreement of Limited Partnership of Ferrellgas Partners, L.P.
(Incorporated by reference to the same numbered Exhibit to
the Partnership's Current Report on Form 8-K filed August 15,
1994.)
3.2 Articles of Incorporation for Ferrellgas Partners Finance
Corp. (Incorporated by reference to the same numbered Exhibit
to the Partnership's Quarterly Report on Form 10-Q filed
December 13, 1996.)
3.3 Bylaws of Ferrellgas Partners Finance Corp.
27.1 Financial Data Schedule (filed in electronic format only)
(b) Reports on Form 8-K
None.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FERRELLGAS PARTNERS, L.P.
By Ferrellgas, Inc. (General Partner)
Date: June 13, 1997 By /s/ Danley K. Sheldon
Danley K. Sheldon
President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS PARTNERS FINANCE CORP.
Date: June 13, 1997 By /s/ Danley K. Sheldon
Danley K. Sheldon
President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
BYLAWS
OF
FERRELLGAS PARTNERS FINANCE CORP.
Offices
1. Registered Office and Registered Agent. The location of the registered
office and the name of the registered agent of the corporation in the State of
Delaware shall be such as shall be determined from time to time by the board of
directors and on file in the appropriate public offices of the State of Delaware
pursuant to applicable provisions of law.
2. Corporate Offices. The corporation may have such other corporate offices
and places of business anywhere within or without the State of Delaware as the
board of directors may from time to time designate or the business of the
corporation may require.
Seal
3. Corporate Seal. The corporate seal shall have inscribed thereon the name
of the corporation and the words "Corporate Seal, Delaware." The corporate seal
may be used by causing it or a facsimile thereof to be impressed, affixed,
reproduced or otherwise.
Meeting of Stockholders
4. Place of Meetings. All meetings of the stockholders shall be held at the
offices of the corporation or at such other place either within or without the
State of Delaware as shall be designated from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
5. Annual Meeting. An annual meeting of the stockholders of the corporation
shall be held on the 4th Wednesday in December of each year, commencing in 1996,
if not a legal holiday, and if a legal holiday, then on the next secular day
following, at 10:00 a.m., or at such other date and time as shall be determined
from time to time by the board of directors and stated in the notice of the
meeting. At the annual meeting the stockholders shall elect directors to serve
until the next annual meeting of the stockholders and until their successors are
elected and qualified, or until their earlier resignation or removal, and shall
transact such other business as may properly be brought before the meeting. The
stockholders may transact such other business as may be desired, whether or not
the same was specified in the notice of the meeting, unless the consideration of
such other business without its having been specified in the notice of the
meeting as one of the purposes thereof is prohibited by law.
6. Special Meetings. Special meetings of the stockholders may be held for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, and may be called by any officer, by the board of
directors, or by the holders of, or by any officer or stockholder upon the
written request of the holders of, not less than 25 percent of the outstanding
stock entitled to vote at such meeting, and shall be called by any officer
directed to do so by the board of directors or requested to do so in writing by
a majority of the board of directors. Any such written request shall state the
purpose or purposes of the proposed meeting. The "call" and the "notice" of any
such meeting shall be deemed to be synonymous.
7. Voting. At all meetings of stockholders, every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three years prior to said meeting, unless said instrument shall provide for
a longer period. Unless otherwise provided by the certificate of incorporation,
each stockholder shall have one vote for each share of stock entitled to vote at
such meeting registered in his name on the books of the corporation. At all
meetings of stockholders, the voting may be by voice vote, except that, unless
otherwise provided by the certificate of incorporation, any qualified voter may
demand a vote by ballot on any matter, in which event such vote shall be taken
by ballot.
8. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
any business, except as otherwise provided by law, by the certificate of
incorporation or by these bylaws. Every decision of a majority in the amount of
stock of such quorum shall be valid as a corporate act, except in those specific
instances in which a larger vote is required by law or by the certificate of
incorporation or by these bylaws.
At any meeting at which a quorum shall not be present, the
holders of a majority of the stock present in person or by proxy at such meeting
shall have power successively to adjourn the meeting from time to time to a
specified time and place, without notice to anyone other than announcement at
the meeting, until a quorum shall be present in person or by proxy. At such
adjourned meeting at which a quorum shall be present in person or by proxy, any
business may be transacted which might have been transacted at the original
meeting which was adjourned. If the adjournment is for more than 30 days, or if
after adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
9. Stock Ledger. The original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the list required
under Section 10 of these bylaws or the books of the corporation, or to vote in
person or by proxy at any meeting of the stockholders.
10. Stockholders List. The secretary or assistant secretary, who shall have
charge of the stock ledger, shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder for
any purpose germane to the meeting during ordinary business hours for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
11. Notice. Written or printed notice of each meeting of the stockholders,
whether annual or special, stating the place, date, and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes thereof, shall be
given, either personally or by mail, to each stockholder of record of the
corporation entitled to vote at such meeting not less than 10 days nor more than
60 days prior to the meeting. The board of directors may fix in advance a date,
which shall not be more than 60 nor less than 10 days preceding the date of any
meeting of the stockholders, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof; provided, however, that the board of directors may fix a
new record date for any adjourned meeting.
12. Action by Stockholders Without Meeting. Any action required by law to
be taken at any annual or special meeting of stockholders of the corporation, or
any other action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice, and without
a vote, if a consent in writing setting forth the action so taken shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of any taking of corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
Board of Directors
13. Powers; Number; Term; Qualification. The management of all the affairs,
property, and business of the corporation shall be vested in a board of
directors. Unless required by the certificate of incorporation, directors need
not be stockholders. In addition to the powers and authorities these bylaws and
the certificate of incorporation have expressly conferred upon it, the board of
directors may exercise all such powers of the corporation, and do all such
lawful acts and things as are not by statute or by the certificate of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders. The number of directors shall be as provided from time to time
by resolution duly adopted by the holders of a majority of the outstanding
shares entitled to vote thereon or by a majority of the whole board of
directors. Each director shall hold office until his successor shall have been
elected and qualified or until his earlier resignation and removal. Each
director, upon his election, shall be deemed to have qualified by filing with
the corporation his written acceptance of such office, which shall be placed in
the minute book, or by his attendance at, or consent to action in lieu of, any
regular or special meeting of directors. Any director may resign at any time by
filing a written resignation with the secretary of the corporation and, unless a
later date is fixed by its terms, said resignation shall be effective from the
filing thereof.
14. Vacancies. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, unless it is otherwise provided in the certificate of incorporation or
bylaws, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
15. Meetings of the Newly Elected Board. The first meeting of the members
of each newly elected board of directors shall be held (i) at such time and
place either within or without the State of Delaware as shall be suggested or
provided by resolution of the stockholders at the meeting at which such newly
elected board was elected, and no notice of such meeting shall be necessary to
the newly elected directors in order legally to constitute the meeting, provided
a quorum shall be present; or (ii) if not so suggested or provided for by
resolution of the stockholders or if a quorum shall not be present, at such time
and place as shall be consented to in writing by a majority of the newly elected
board of directors, provided that written or printed notice of such meeting
shall be given to each of the other directors in the same manner as provided in
Section 17 of these bylaws with respect to the giving of notice for special
meetings of the board, except that it shall not be necessary to state the
purpose of the meeting in such notice; or (iii) regardless of whether the time
and place of such meeting shall be suggested or provided for by resolution of
the stockholders, at such time and place as shall be consented to in writing by
all of the newly elected directors.
16. Regular Meeting. Regular meetings of the board of directors may be held
without notice at such times and places either within or without the State of
Delaware as shall from time to time be fixed by resolution adopted by the full
board of directors. Any business may be transacted at a regular meeting.
17. Special Meeting. Special meetings of the board of directors may be
called at any time by the president, any vice president, or the secretary, or by
any two or more of the directors. The place may be within or without the State
of Delaware as designated in the notice.
18. Notice of Special Meeting. Written or printed notice of each special
meeting of the board of directors, stating the place, day, and hour of the
meeting and the purpose or purposes thereof, shall be mailed to each director
addressed to him at his residence or usual place of business at least two days
before the day on which the meeting is to be held, or shall be sent to him by
telegram, or delivered personally, at least one day before the day on which the
meeting is to be held. The notice may be given by any officer having authority
to call the meeting. "Notice" and "call" with respect to such meetings shall be
deemed to be synonymous. Any meeting of the board of directors shall be a legal
meeting without any notice thereof having been given if all directors shall be
present thereat.
19. Quorum. Unless otherwise required by law, the certificate of
incorporation or these bylaws, a majority of the total number of directors shall
be necessary at all meetings to constitute a quorum for the transaction of
business, and except as may be otherwise provided by law, the certificate of
incorporation or these bylaws, the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors.
If at least one-third of the whole board of directors is
present at any meeting at which a quorum is not present, a majority of the
directors present at such meeting shall have power successively to adjourn the
meeting from time to time to a subsequent date, without notice to any director
other than announcement at the meeting. At such adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting which was adjourned.
20. Attendance by Telephone. Unless otherwise restricted by the certificate
of incorporation, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.
21. Committees. The board of directors may, by resolution or resolutions
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more directors of the corporation. The board of
directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in said resolution or
resolutions or in these bylaws, shall have and may exercise all of the powers of
the board of directors in the management of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
provided, however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors. All committees so
appointed shall, unless otherwise provided by the board of directors, keep
regular minutes of the transactions of their meetings and shall cause them to be
recorded in books kept for that purpose in the office of the corporation and
shall report the same to the board of directors at its next meeting. The
secretary or an assistant secretary of the corporation may act as secretary of
the committee if the committee so requests.
22. Compensation. The board of directors may, by resolution, fix a sum to
be paid directors for serving as directors of this corporation and may, by
resolution, fix a sum which shall be allowed and paid for attendance at each
meeting of the board of directors and in each case may provide for reimbursement
of expenses incurred by directors in attending each meeting; provided that
nothing herein contained shall be construed to preclude any director from
serving this corporation in any other capacity and receiving his regular
compensation therefor, Members of special or standing committees may be allowed
like compensation for attending committee meetings.
23. Resignation. Any director may resign at any time by giving a written
notice to the chairman of the board of directors, the president, or the
secretary of the corporation. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
24. Indemnification of Directors and Officers. Each person who is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director or officer of another corporation (including the
heirs, successors, executors or administrators, or estate of such persons) shall
be indemnified by the corporation as of right to the full extent permitted or
authorized by the laws of the State of Delaware, as now in effect and as
hereafter amended, against any liability, judgment, fine, amount paid in
settlement, cost, and expense (including attorneys' fees) asserted or threatened
against and incurred by such person in his capacity as or arising out of his
status as a director or officer of the corporation or, if serving at the request
of the corporation, as a director or officer of another corporation. The
indemnification provided by this bylaw provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaws
or under any agreement, vote of stockholders or disinterested directors or
otherwise, and shall not limit in any way any right which the corporation may
have to make different or further indemnification with respect to the same or
different persons or classes of persons.
25. Action by Directors without Meeting. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors or any committee thereof
may be taken without a meeting if all members of the board of directors or of
such committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the board or committee.
Officers
26. (a) Officers - Who Shall Constitute. The officers of the corporation
shall consist of a chairman of the board of directors, a president, one or more
vice presidents, a secretary, and a treasurer, each of whom shall be elected by
the board of directors at their first meeting after the annual meeting of the
stockholders. The board of directors may also designate additional assistant
secretaries and assistant treasurers. In the discretion of the board of
directors, the office of chairman of the board of directors may remain unfilled.
The chairman of the board of directors (if any) shall at all times be, and other
officers may be, members of the board of directors. Any number of offices may be
held by the same person.
An officer shall be deemed qualified when he enters upon the
duties of the office to which he has been elected or appointed and furnishes any
bond required by the board; but the board may also require of such person his
written acceptance and promise faithfully to discharge the duties of such
office.
(a) Term. Each officer of the corporation shall hold his office at the
pleasure of the board of directors or for such other period as the board may
specify at the time of his election or appointment, or until his death,
resignation, or removal by the board, whichever first occurs. In any event, each
officer of the corporation who is not re-elected or re-appointed at the annual
meeting of the board of directors next succeeding his election or appointment
and at which any officer of the corporation is elected or appointed shall be
deemed to have been removed by the board, unless the board provides otherwise at
the time of his election or appointment.
(b) Other Officers and Agents. The board of directors from time to time may
also appoint such other officers and agents for the corporation as it shall deem
necessary or advisable, each of whom shall serve at the pleasure of the board or
for such period as the board may specify, and shall exercise such powers, have
such titles, and perform such duties as shall be determined from time to time by
the board or by an officer empowered by the board to make such determinations.
27. President. The president shall be the chief executive officer of the
corporation with such general executive powers and duties of supervision and
management as are usually vested in the office of the chief executive officer of
a corporation and he shall carry into effect all directions and resolutions of
the board of directors. The president shall preside at all meetings of the
stockholders and directors.
The president may execute all bonds, notes, debentures,
mortgages, and other instruments for and in the name of the corporation, and may
cause the corporate seal to be affixed thereto.
Unless the board of directors otherwise provides, the
president, or any person designated in writing by him, shall have full power and
authority on behalf of this corporation (i) to attend and to vote or take action
at any meeting of the holders of securities of corporations in which this
corporation may hold securities, and at such meetings shall possess and may
exercise any and all rights and powers incident to being a holder of such
securities and which as the holder thereof this corporation may have possessed
and exercised if present, and (ii) to execute and deliver waivers of notice and
proxies for and in the name of the corporation with respect to any such
securities held by this corporation.
He shall, unless the board of directors otherwise provides, be
ex officio a member of all standing committees.
He shall have such other or further duties and authority as
may be prescribed elsewhere in these bylaws or from time to time by the board of
directors.
28. Vice President. In the absence of the president or in the event of his
disability, inability, or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated by the board, or in the absence of any designation, then in the order
of their election) shall perform the duties and exercise the powers of the
president, and shall perform such other duties as the board of directors may
from time to time prescribe.
29. Secretary and Assistant Secretaries. The secretary may attend all
sessions of the board of directors and all meetings of the stockholders, and
shall record or cause to be recorded all votes taken and the minutes of all
proceedings in a minute book of the corporation to be kept for that purpose. He
shall perform like duties for committees when requested to do so by the board of
directors or any such committee.
It shall be the principal responsibility of the secretary to
give, or cause to be given, notice of all meetings of the stockholders and of
the board of directors, but this shall not lessen the authority of others to
give such notice as is authorized elsewhere in these bylaws.
The secretary shall see that all books, records, lists, and
information, or duplicates, required to be maintained in the State of Delaware
or elsewhere, are so maintained.
The secretary shall keep in safe custody the seal of the
corporation and shall have the authority to affix the seal to any instrument
requiring it, and when so affixed, he shall attest the seal by his signature.
The board of directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his signature.
The secretary shall perform such other duties and have such
other authority as may be prescribed elsewhere in these bylaws or from time to
time by the board of directors or the chief executive officer of the
corporation, under whose direct supervision he shall be.
In the absence of the secretary or in the event of his
disability, inability, or refusal to act, the assistant secretary (or in the
event there be more than one assistant secretary, the assistant secretaries in
the order designated by the board of directors, or in the absence of any
designation, then in the order of their election) may perform the duties and
exercise the powers of the secretary, and shall perform such other duties as the
board of directors may from time to time prescribe.
30. Treasurer and Assistant Treasurers. The treasurer shall have
responsibility for the safekeeping of the funds and securities of the
corporation, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall keep,
or cause to be kept, all other books of account and accounting records of the
corporation. He shall deposit or cause to be deposited all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors or by any officer of
the corporation to whom such authority has been granted by the board of
directors.
He shall disburse, or permit to be disbursed, the funds of the
corporation as may be ordered, or authorized generally, by the board of
directors, and shall render to the chief executive officer of the corporation
and the directors whenever they may require it, an account of all his
transactions as treasurer and of those under his jurisdiction, and of the
financial condition of the corporation.
He shall perform such other duties and shall have such other
responsibility and authority as may be prescribed elsewhere in these bylaws or
from time to time by the board of directors.
He shall have the general duties, powers, and responsibilities
of a treasurer of a corporation.
If required by the board of directors, he shall give the
corporation a bond in a sum and with one or more sureties satisfactory to the
board, for the faithful performance of the duties of his office, and for the
restoration to the corporation, in the case of his death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control which
belong to the corporation.
In the absence of the treasurer or in the event of his
disability, inability, or refusal to act, the assistant treasurer (or in the
event there be more than one assistant treasurer, the assistant treasurers in
the order designated by the board of directors, or in the absence of any
designation, then in the order of their election) may perform the duties and
exercise the powers of the treasurer, and shall perform such other duties and
have such other authority as the board of directors may from time to time
prescribe.
31. Duties of Officers May be Delegated. If any officer of the corporation
be absent or unable to act, or for any other reason that the board of directors
may deem sufficient, the board may delegate for the time being some or all of
the functions, duties, powers, and responsibilities of any officer to any other
officer, or to any other agent or employee of the corporation or other
responsible person, provided a majority of the whole board of directors concurs
therein.
32. Removal. Any officer or agent elected or appointed by the board of
directors, and any employee, may be removed or discharged, with or without
cause, at any time by the affirmative vote of a majority of the board of
directors, but such removal or discharge shall be without prejudice to the
contract rights, if any, of the person so removed or discharged.
33. Salaries. Salaries and other compensation of all elected officers of
the corporation shall be fixed, increased or decreased by the board of
directors, but this power, except as to the salary or compensation of the
president, may, unless prohibited by law, be delegated by the board to the
president, or may be delegated to a committee. Salaries and compensation of all
other appointed officers, agents, and employees of the corporation may be fixed,
increased or decreased by the board of directors, but until action is taken with
respect thereto by the board of directors, the same may be fixed, increased or
decreased by the president or such other officer or officers as may be
designated by the board of directors to do so.
34. Delegation of Authority. The board of directors from time to time may
delegate to the president or other officer or executive employee of the
corporation, authority to hire, discharge, fix, and modify the duties, salary,
or other compensation of employees of the corporation under their jurisdiction,
and the board may delegate to such officer or executive employee similar
authority with respect to obtaining and retaining for the corporation the
services of attorneys, accountants, and other experts.
Stock
35. Certificates. Certificates of stock shall be issued in numerical order,
and each stockholder shall be entitled to a certificate signed by the president
or a vice president, and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary, certifying to the number of shares owned by
the stockholder. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, such certificate may nevertheless be issued by the corporation with the
same effect as if such officer, transfer agent, or registrar who signed such
certificate, or whose facsimile signature shall have been placed thereon, had
not ceased to be such officer, transfer agent, or registrar of the corporation.
36. Transfer. Transfers of stock shall be made only upon the transfer books
of the corporation, kept at the office of the corporation or respective transfer
agents designated to transfer the several classes of stock, and before a new
certificate is issued the old certificate shall be surrendered for cancellation.
Until and unless the board of directors appoints some other person, firm, or
corporation as its transfer agent or transfer clerk (and upon the revocation of
any such appointment, thereafter until a new appointment is similarly made) the
secretary of the corporation shall be the transfer agent or transfer clerk of
the corporation without the necessity of any formal action of the board, and the
secretary, or any person designated by him, shall perform all of the duties
thereof.
37. Registered Stockholders. Registered stockholders only shall be entitled
to be treated by the corporation as the holders and owners in fact of the shares
standing in their respective names and the corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of Delaware.
38. Lost Certificates. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation, alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate or certificates to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to give the corporation and its
transfer agents and registrars, if any, a bond in such sum as it may direct to
indemnify it against any claim that may be made against it with respect to the
certificate or certificates alleged to have been lost, stolen, or destroyed.
39. Regulations. The board of directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion, and registration of certificates for shares of the
capital stock of the corporation, not inconsistent with the laws of the State of
Delaware, the certificate of incorporation of the corporation and these bylaws.
40. Fixing Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting except that the board
of directors may fix a new record date for the adjourned meeting.
Dividends and Finance
41. Dividends. Dividends upon the outstanding shares of the corporation,
subject to the provisions of the certificate of incorporation and of any
applicable law and of these bylaws, may be declared by the board of directors at
any meeting. Subject to such provisions, dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation.
42. Moneys. The moneys of the corporation shall be deposited in the name of
the corporation in such bank or banks or trust company or trust companies as the
board of directors shall designate, and shall be drawn out only by check signed
by persons designated by resolution adopted by the board of directors, except
that the board of directors may delegate said powers in the manner hereinafter
provided in this Section 42 of these bylaws. The board of directors may by
resolution authorize an officer or officers of the corporation to designate any
bank or banks or trust company or trust companies in which moneys of the
corporation may be deposited, and to designate the person or persons who may
sign checks drawn on any particular bank account or bank accounts of the
corporation, whether created by direct designation of the board of directors or
by an authorized officer or officers as aforesaid.
43. Fiscal Year. The board of directors shall have power to fix and from
time to time change the fiscal year of the corporation. In the absence of action
by the board of directors, however, the fiscal year of the corporation shall end
each year on the date which the corporation treated as the close of its first
fiscal year, until such time, if any, as the fiscal year shall be changed by the
board of directors.
Books and Records
44. Books, Accounts, and Records. The books, accounts, and records of the
corporation, except as may be otherwise required by the laws of the State of
Delaware, may be kept outside the State of Delaware, at such place or places as
the board of directors from time to time determine. The board of directors shall
determine whether, to what extent and the conditions upon which the accounts and
books of the corporation, or any of them, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any account or
book or document of the corporation, except as conferred by law or by resolution
of the stockholders.
Notice
45. Provisions. Whenever the provisions of the statutes of the State of
Delaware, the certificate of incorporation or these bylaws require notice to be
given to any director, officer, or stockholder, they shall not be construed to
required actual personal notice. Notice by mail may be given in writing by
depositing the same in a post office or letter box, in a post paid, sealed
wrapper, addressed to such director, officer, or stockholder at his or her
address as the same appears in the books of the corporation, and the time when
the same shall be mailed shall be deemed to be the time of the giving of such
notice. If notice be given by telegraph, such notice shall be deemed to be given
when the same is delivered to the telegraph company.
46. Waiver. Whenever any notice is required to be given under the
provisions of the statutes of the State of Delaware or of the certificate of
incorporation or of these bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting need be specified in any written
waiver of notice unless so required by the certificate of incorporation or the
bylaws.
Amendments
47. Amendments. These bylaws may be altered, amended or repealed by the
affirmative vote of a majority of the shares of stock issued and outstanding and
entitled to vote thereon, or, if the certificate of incorporation so provides,
by the board of directors at any meeting thereof.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS
PARTNERS, L.P. SUBSIDIARIES BALANCE SHEET ON APRIL 30, 1997 AND THE
STATEMENT OF EARNINGS ENDED APRIL 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANICAL STATEMENTS
</LEGEND>
<CIK> 0000922358
<NAME> FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<EXCHANGE-RATE> 1
<CASH> 14943
<SECURITIES> 0
<RECEIVABLES> 102931
<ALLOWANCES> 0
<INVENTORY> 43807
<CURRENT-ASSETS> 170102
<PP&E> 604646
<DEPRECIATION> 208359
<TOTAL-ASSETS> 679314
<CURRENT-LIABILITIES> 114393
<BONDS> 458780
<COMMON> 149068
0
0
<OTHER-SE> (57952)
<TOTAL-LIABILITY-AND-EQUITY> 679314
<SALES> 181426
<TOTAL-REVENUES> 192873
<CGS> 108018
<TOTAL-COSTS> 168922
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11170
<INCOME-PRETAX> 9676
<INCOME-TAX> 0
<INCOME-CONTINUING> 9676
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9676
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.31
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS
PARTNERS FINANCE CORP. BALANCE SHEET ON April 30, 1997 AND THE STATEMENT
OF EARNINGS ENDED APRIL 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANICAL STATEMENTS
</LEGEND>
<CIK> 0001012493
<NAME> FERRELLGAS PARTNERS FINANCE CORP.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<EXCHANGE-RATE> 1
<CASH> 1000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (189)
<INCOME-TAX> 0
<INCOME-CONTINUING> (189)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (189)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
