<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: November 10, 1994
Date of Earliest Event Reported: November 1, 1994
Ferrellgas, L.P.
Ferrellgas Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware
(State or other jurisdictions of incorporation or organization)
33-53379 43-1698481
33-53379-01 43-1677595
(Commission File Numbers) (I.R.S. Employer Identification Nos.)
One Liberty Plaza, Liberty, Missouri 64068
(Address of principal executive offices, including zip code)
(816) 792-1600
(Registrants' telephone number, including area code)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma consolidated financial
statements of Ferrellgas Partners, L.P. and Vision Energy
Resources, Inc. as of July 31, 1994 and for the fiscal year
ended July 31, 1994 are filed as Exhibit 99.3 to this
Current Report.
<PAGE> 3
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, 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: August 16, 1995
FERRELLGAS FINANCE CORP.
By: /s/ Danley K. Sheldon
----------------------
Danley K. Sheldon
Senior Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
Date: August 16, 1995
<PAGE> 4
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO DESCRIPTION OF EXHIBIT PAGE NO.
---------- ---------------------- ----------
99.3 Pro forma consolidated 7
financial statements
of Ferrellgas Partners,
L.P. and Vision Energy
Resources, Inc. as
of July 31, 1994 and
for the fiscal year
ended July 31, 1994
(unaudited)
___________________
*This information appears only in the manually signed original of this
Current Report on Form 8-K.
<PAGE> 5
FERRELLGAS PARTNERS, L.P.
PROFORMA CONSOLIDATED BALANCE SHEET
AS OF JULY 31, 1994
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
PURCHASE
PRICE OTHER PARTNERSHIP
PARTNERSHIP ALLOCATION PRO FORMA PRO FORMA
ASSETS HISTORICAL VISION ADJUSTMENTS ADJUSTMENTS WITH VISION
---------- ----------- ------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash
equivalents $14,535 $ 28 $ 14,563
Accounts and notes
receivable 50,780 5,294 56,074
Inventories 43,562 6,535 50,097
Prepaid/refundable
income taxes 1,449 $ (1,449)(B)
Prepaid expenses and
other current assets 2,042 462 2,504
----------- ------ ----------- ----------- -----------
Total Current Assets 110,919 13,768 (1,449) 123,238
Property, plant and 294,765 26,553 21,310 (A) 342,628
equipment
Intangible assets 63,291 21,723 (14,533)(A)(C) 70,481
Other assets 8,218 906 (906)(B) 8,218
----------- ------ ----------- ----------- -----------
Total Assets $477,193 $62,950 $ 4,422 $544,565
=========== ====== =========== =========== ===========
LIABILITIES AND
PARTNERS' CAPITAL
--------------------
Current Liabilities:
Accounts payable $ 46,368 $ 9,405 $ 2,000 (D) $ 57,773
Other current
liabilities 26,590 78 26,668
Short-term borrowing 3,000 489 3,489
Due to general
partner/affiliate 13 4,259 (4,259)(B) 13
----------- ------ ----------- ----------- -----------
Total Current
liabilities 75,971 14,231 (2,259) 87,943
Long-term debt 267,062 $ 45,000 (F) 312,062
Other liabilities 11,528 2,950 (2,950) (B) 11,528
Deferred taxes 10,400 (E) (10,400)(E)
Minority interest 1,239 73 (G) 1,312
Stockholder's Equity/Partners' Capital:
Common stock 67,092 (67,092) (H)
Accumulated deficit (21,323) 6,777 (A) 22,092 (H)
4,854 (B)
(2,000) (D)
(10,400) (E)
Common unitholders 84,532 3,687 (G) 91,319
3,100 (I)
Subordinated unitholder 99,483 3,468 (G) 102,951
General partner (62,622) 72 (G) (62,550)
----------- ------- ----------- ------------ -----------
Total Stockholder's
Equity/Partners'
Capital 121,393 45,769 (769) $(34,673) 131,720
----------- ------- ----------- ------------ -----------
Total Liabilities
and Stockholder's
Equity/Partners'
Capital $ 477,193 $62,950 $ 4,422 $544,565
=========== ======== =========== ============ ===========
</TABLE>
<PAGE> 6
FERRELLGAS PARTNERS, L.P
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED JULY 31, 1994
(in thousands, except unit amounts)
(unaudited)
<TABLE>
<CAPTION>
Historical
-------------------
PARTNER-
SHIP VISION
ELEVEN PRO PARTNER- PRO PARTNER-
MONTHS INCEPTION FORMA SHIP FORMA SHIP
ENDED TO ADJUST- PRO ADJUST- PRO FORMA
6/30/94 7/31/94 MENTS FORMA VISION MENTS W/ VISION
<S> <C> <C> <C> <C> <C> <C> <C>
-------- -------- -------- -------- -------- -------- --------
REVENUES:
Gas liquids and related
product sales $477,285 $ 22,411 $499,696 $ 57,337 $557,033
Other 24,705 2,155 26,860 10,899 37,759
-------- -------- -------- -------- -------- -------- --------
Total revenues 501,990 24,566 526,556 68,236 594,792
Cost and expenses:
Cost of product sold 256,095 13,211 269,306 41,540 310,846
Operating 135,058 10,078 145,136 17,148 (2,026)(J) 160,258
Depreciation and
amortization 26,452 2,383 28,835 7,052 (3,441)(K) 32,446
General and 8,923 935 $ 500(1) 10,358 5,683 (3,502)(L) 12,539
administrative
Vehicle leases 3,940 350 4,290 4,290
-------- ------- -------- -------- -------- -------- -----------
Total costs and expenses 430,468 26,957 500 457,925 71,423 (8,969) 520,379
-------- ------- -------- -------- -------- -------- -----------
Operating Income (loss) 71,522 (2,391) (500) 68,631 (3,187) 8,969 74,413
Gain (loss) on disposal
of assets (1,215) (97) (1,312) 108 (1,204)
Interest income 3,599 73 (2,549)(2) 1,123 129 1,252
Interest expense (53,693) (2,662) 28,225 (3) (28,130) (200)(1,954)(M) (30,284)
Minority interest-continuing 51 (454)(4) (403) (39)(N) (442)
operations -------- -------- ---------- -------- ------- -------- ----------
Earnings (loss) from 20,213 (5,026) 24,722 39,909 (3,150) 6,976 43,735
continuing operations
before income taxes
and extraordinary item
Income tax expense 7,876 (7,876)(5)
--------- -------- --------- --------- ------ ------- -----------
Earnings (loss) from $ 12,337 $ (5,026) $32,598 39,909 $(3,150) $6,976 43,735
continuing operations ======== ========= ========= ========= ====== ======= ===========
before extraordinary item
item
General partner's interest 399 437
in earnings from continuing --------- -----------
operations
Limited partners'interest $ 39,510 $ 43,298
in earnings from continuing ============= ===========
operations
Earnings from continuing $ 1.29 $ 1.40
operations per limited partner ============= ===========
unit
Weighted average number 30,693,721 30,832,113
of limited partner units ============== ============
outstanding
</TABLE>
<PAGE> 7
FERRELLGAS PARTNERS, L.P.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
On September 30, 1994, Ferrellgas, Inc. ("the General
Partner or Ferrellgas" and Bell Atlantic Enterprises
International, Inc. ("Bell") entered into a Stock Purchase
Agreement (the "Agreement") pursuant to which Ferrellgas
agreed to purchase all of the capital stock of Vision Energy
Resources, Inc. ("Vision") from Bell for a cash purchase
price of $45,000,000. This transaction was consummated on
November 1, 1994.
Prior to the acquisition, title to certain land owned by
Vision was transferred to Bell Atlantic Ventures XXV, Inc.
which is an indirect subsidiary of Bell Atlantic. In the
Stock Purchase Agreement, Bell Atlantic retained all current
and future environmental liabilities associated with this
property. Therefore, no environmental claims were
transferred to Ferrellgas, Inc., Ferrellgas Partners, L.P.,
and Ferrellgas, L.P.
Immediately following the closing of the purchase of
Vision, Ferrellgas (i) caused Vision and each of its
subsidiaries to be merged into Ferrellgas (except for a
trucking subsidiary which dividended substantially all of
its assets to Ferrellgas) and (ii) transferred all of the
assets of Vision and its subsidiaries at historical cost to
Ferrellgas, L.P. (the "Operating Partnership"). In exchange,
the Operating Partnership assumed substantially all of the
liabilities, whether known or unknown, associated with
Vision and its subsidiaries (excluding income tax
liabilities). The liabilities assumed by the Operating
Partnership included the obligations of Ferrellgas under a
$45,000,000 loan agreement with Bank of America National
Trust & Savings Association (BofA), pursuant to which
Ferrellgas borrowed funds to pay the purchase price for
Vision. The Operating Partnership repaid the loan
immediately after the transfer of assets with funds borrowed
under its Credit Facility. In consideration of the
retention by Ferrellgas of the Vision income tax
liabilities, Ferrellgas Partners, L.P. (the "Partnership")
issued 138,392 Common Units to Ferrellgas. The purchase of
Vision was structured as a purchase by Ferrellgas rather
than the Partnership as the tax consequences of such a
structure were more advantageous to the Partnership than
other alternatives.
The total purchase price recorded by the partnership is
approximately $57,400,000 and is derived from the following
(i) cash purchase price of $45,000,000, in an agreed upon
level (ii) deferred tax liability of approximately
$10,400,000 which is retained by the General Partner, and
(iii) additional transaction costs estimated to be
approximately $2,000,000.
The pro forma consolidated balance sheet is based on the
historical financial position of the Partnership and Vision
as of July 31, 1994. The pro forma consolidated statement
of earnings for the fiscal year ended July 31, 1994
is derived from the historical statement of operations
of the General Partner for the eleven months ended June 30,
1994 (the Predecessor) and the statement of operations of
the Partnership for the one month ended July 31, 1994,
and the statement of operations of Vision for the twelve
months ended July 31, 1994.
The following pro forma adjustments have been prepared as
if the transactions effected for the acquisition of Vision
had taken place on July 31, 1994, in the case of the pro
forma consolidated balance sheet, or as of August 1, 1993,
in the case of the pro forma consolidated statement of
earnings for the fiscal year ended July 31, 1994. The
adjustments are based upon currently available information
and certain estimates and assumptions, and therefore the
actual adjustments will differ from the pro forma
adjustments. However, management believes that the
assumptions provide a reasonable basis for presenting the
significant effects of transactions as contemplated and that
the pro forma adjustments give appropriate effect to those
assumptions and are properly applied in the pro forma
financial information.
<PAGE> 8
(A) Reflects the allocation of the total purchase price
from the acquisition of Vision. In addition, pursuant to
the Agreement, Bell has guaranteed that Vision shall have a
minimum level of working capital within a range of
$2,250,000 to $3,150,000 at the closing date. Accordingly,
the purchase price is reconciled as follows (in thousands):
Allocation of purchase price:
Working capital:
Cash................................................$ 28
Accounts and notes receivable....................... 5,294
Inventories......................................... 6,535
Prepaid expenses.................................... 462
Accounts payable.................................... (9,405)
Other current liabilities........................... (78)
Short-term borrowings............................... (489)
_________
$ 2,347
Pro forma working capital settlement from Bell.... --
_________
Total working capital guaranteed by Bell $ 2,347
_________
Property, plant and equipment....................... 47,863
Intangible assets.................................... 7,190
_________
Total purchase price to the Partnership........$ 57,400
=========
(B) Reflects the elimination of certain assets and
liabilities which were not conveyed or assumed by the
Partnership.
(C) Reflects the elimination of Vision intangible assets
of $21,723,000 consisting of goodwill and other assets
(consisting primarily of non-compete covenants and
organization cost), offset by the allocation of the purchase
price of $7,190,000 to intangible assets, as described in
Note (A).
(D) Reflects the accrual of additional transaction
costs, included in the purchase price allocation as
described in Note (A).
(E) Reflects the deferred taxes associated with the
purchase price of the assets acquired over their respective
income tax basis, which will not be assumed by the
Partnership. Such liability is retained by the General
Partner.
(F) Reflects the assumption of long-term borrowings of
$45,000,00 under the Credit Facility in connection with the
acquisition of Vision by the General Partner.
(G) Reflects the General Partner's contribution of
$7,300,000 to the Partnership, representing the excess of
historical cost of the assets over the liabilities conveyed
and/or consideration received from the Partnership. The
allocation to each partner is based on the relative
partnership ownership percentages following the closing of
the Vision acquisition as follows: (1) 1.01% minority
interest to Ferrellgas, Inc. for its general partner
interest in Ferrellgas, L.P., the Operating Partnership; (2)
0.99% general partner interest to Ferrellgas, Inc. as
general partner of the Partnership (3) 45.26% limited
partner interest in the Partnership to Common Unitholders;
and (4) 52.74% limited partner interest in the Partnership
to the Subordinated Unitholder.
(H) Reflects the elimination of the capital stock and
accumulated deficit of Vision following the acquisition by
the General Partner.
<PAGE> 9
(I) Reflects the issuance of 138,392 Common Units at
market value to the General Partner in connection with the
conveyance of the assets and liabilities (except income tax
liabilities) of Vision to the Partnership. The additional
Common Units represents the net present value of the future
tax liabilities to be paid by the General Partner.
(J) Reflects operating expense savings of approximately
$2,414,000 from the reduction of Vision staff and the
consolidation of certain Vision retail marketing locations
with existing Partnership retail marketing sites, offset by
an increase in Partnership retail overhead expenses of
$388,000.
(K) Reflects a decrease in depreciation and amortization
as a result of establishing new useful lives of the
property, plant and equipment acquired from Vision,
reduction in the amortization of intangible assets as
described in Note (C), offset by the increase in
depreciation from the increase in the cost of the property,
plant and equipment to the Partnership.
(L) Reflects the general and administrative savings of
approximately $3,748,000 from the reduction of staff and
closure of the Vision headquarters and elimination of
corporate overhead allocation from Bell offset by an
increase in Partnership administrative overhead expenses of
$246,000.
(M) Reflects the increase in interest expenses of
approximately $2,109,000 related to the additional
indebtedness of $45,000,000 under the Credit Facility at an
effective interest rate of approximately 4.89%, offset by
the elimination of interest expense from Bell credit line
borrowings of approximately $155,000.
(N) Reflects that portion of earnings from continuing
operations allocated to the general partner for its ownership
in the Operating Partnership.
The following pro forma adjustments to the Partnership
Pro Forma Consolidated Statement of Earnings have been prepared as if the
transactions effected for the formation of the Partnership
(which was effective July 5, 1994) had taken place as of the
beginning of the fiscal year ended July 31, 1994. The
adjustments are based upon currently available information
and certain estimates and assumptions, and therefore the
actual adjustments will differ from the pro forma adjustments.
However, management believes that the assumptions provide a
reasonable basis for presenting the significant effects of
transactions as contemplated and that the pro forma
adjustments give appropriate effect to those assumptions and
are properly applied in the pro forma financial information.
(1) Reflects estimated incremental general and
administrative costs (e.g. costs of tax return preparation
and annual and quarterly reports to Unitholders, investor
relations and registrar and transfer agent fees) associated
with the Partnership.
(2) Reflects the reduction of interest income to the
Partnership as a result of the reduction in cash balances
available for short-term investment opportunities.
(3) Reflects the adjustment to interest expense resulting
from the following transactions:
(i) the retirement of $227,600,000 in aggregate
principal amount of Existing Senior Notes and the
related accrued interest of $6,051,000 and defeasance
interest of $814,000, from the net proceeds from the
sale by the Partnership of the Common Units and
existing cash balances of the Partnership, and
(ii) the net proceeds to the Partnership of
approximately $244,250,000 from the issuance of
$250,000,000 of Senior Notes, net of Underwriters'
discount (estimated to be $5,000,000) and offering
expenses (estimated to be $750,000) by the Partnership
and the proceeds from term loan borrowings on the
Partnership's Credit Facility of approximately
$15,000,000.
<PAGE> 10
(4) Reflects that portion of earnings from continuing
operations allocated to the general partner for its ownership
in the Operating Partnership.
(5) Reflects the elimination of the provision for current
and deferred income taxes as income taxes will be borne by
the partners and not the Partnership.
