UNITED STATES
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 Earliest Event Reported: November 8, 1999
Date of Report: November 9, 1999
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware 1-111331 43-1698480
Delaware 333-06693 43-1742520
- ----------------------- ----------------- ----------------------------------
(States or other Commission file (I.R.S. Employer Identification
jurisdictions of numbers 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
<PAGE>
ITEM 5. OTHER EVENTS
On November 8, 1999, Ferrellgas Partners, L.P., entered into a
definitive purchase agreement to purchase Thermogas Company, a subsidiary of
Williams (NYSE: WMB), for total consideration of $432.5 million. At closing the
seller will receive $257.5 million cash and $175 million Senior Common Units.
The closing of the transaction is subject to customary conditions, including
regulatory approval.
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>
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: November 9, 1999 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS PARTNERS FINANCE CORP.
Date: November 9, 1999 By /s/ Kevin T. Kelly
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Kevin T. Kelly
Chief Financial Officer (Principal
Financial and Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
99.1 Text of press release issued by Ferrellgas
Partners, L.P. on November 8, 1999
For immediate release
Contacts: Kenneth A. Heinz, Investor Relations, 816-792-6907
Pam Blase, Media Relations, 816-792-7902
Acquisition to Make Ferrellgas Largest Retail Propane Marketer
Liberty, Mo. (November 8, 1999) - Ferrellgas Partners, L.P. (NYSE:FGP)
announced today that it has signed a definitive agreement to purchase Thermogas
Company, a subsidiary of Williams (NYSE: WMB), for total consideration of $432.5
million. At closing the seller will receive $257.5 million cash and $175 million
Senior Common Units. The closing of the transaction is subject to customary
conditions, including regulatory approval.
Based on retail gallons sold, Ferrellgas will be the largest retail
marketer of propane in the United States approaching a billion gallons and
serving more than a million customers in 45 states.
"This acquisition is important to Ferrellgas in many ways," says Danley
K. Sheldon, Ferrellgas' President and Chief Executive Officer. "It will
immediately give a large boost to our cash flow and earnings. The transaction
should be accretive to our unitholders and significantly expands our Common Unit
distribution coverage. Thermogas is one of the best, most stable propane
operations in the country, and we see the opportunity for tremendous synergies
without disrupting the workforce. Their people are outstanding performers who
are highly respected in this industry for their dedication to safety and
service. In fact, the employees of Thermogas recently won the 1999 National
Propane Gas Association's Safety Award.
"This transaction also solidifies our position as the leading
consolidator in our industry and gives us a great platform from which to
continue our aggressive acquisition activities," Sheldon said.
Thermogas, the nation's fifth largest propane retailer, operates out of
180 retail outlets in 18 states. Their annual sales of LP gas are approximately
300 million gallons to more than 330,000 residential, industrial/commercial, and
agricultural customers. Thermogas' strongest geographic areas of concentration
are in the states of Arkansas, Michigan, Wisconsin, Illinois, Minnesota,
Indiana, and Ohio.
"We welcome Thermogas' 1,400 Employees and look forward to working with
them as Employee-Owners of the largest propane company in the United States,"
Sheldon said.
Banc of America Securities LLC acted as financial advisor to Ferrellgas in
connection with this transaction.
Ferrellgas currently pays a $.50 per quarter cash distribution on each of
the partnership's Common Units. The Senior Common Units will not pay quarterly
cash distributions for a period of two years but do pay a 10 percent pay-in-kind
distribution. Further, the partnership estimates that the distribution of the
Common Units is deferred from federal income tax for a period of five years.
Ferrellgas Employees own approximately 58 percent of the company through an
Employee Stock Ownership Plan. Ferrellgas trades on the New York Stock Exchange
under the ticker symbol FGP. Additional information about the company can be
found on-line at www.ferrellgas.com.
Statements in this release concerning expectations for the future are
forward-looking statements. A variety of known and unknown risks, uncertainties,
and other factors could cause actual results, performance, and expectations to
differ materially from anticipated results, performance, or expectations. These
risks, uncertainties, and other factors are discussed in the partnership's Form
10-K for fiscal 1998 dated July 31, 1998, as filed with the Securities and
Exchange Commission on October 29, 1998, and other documents filed from time to
time with the Securities and Exchange Commission.
