8-K 1 form8k.txt FORM 8-K 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 21, 2003 Date of Report: November 21, 2003 Ferrellgas Partners, L.P. Ferrellgas Partners Finance Corp. Ferrellgas, L.P. Ferrellgas Finance Corp. ----------------------------------------------- (Exact name of registrants as specified in their charters) Delaware 001-11331 43-1698480 Delaware 333-06693 43-1742520 Delaware 000-50182 43-1698481 Delaware 000-50183 14-1866671 ----------------------- ----------------------- ----------------------- (States or other Commission file (I.R.S. Employer jurisdictions of numbers 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 ITEM 5. OTHER EVENTS The consolidated balance sheets as of July 31, 2003 and 2002, of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. and Ferrellgas, L.P., and subsidiaries have been audited by an independent auditor. See exhibit 99.15 for the audited balance sheets and the independent auditor's opinion related thereto. These audited balance sheets and independent auditor's opinion, as referenced in the independent auditor's report dated September 29, 2003, and filed herewith, are to be incorporated by reference in Amendment No. 3 to Registration Statement No. 333-103267 of Ferrellgas Partners, L.P. on Form S-3, in Post-Effective Amendment No. 1 to Registration Statement No. 33-55185 of Ferrellgas Partners, L.P. on Form S-4 to Form S-1 and in Post-Effective Amendment No. 1 to Registration Statements No. 333-87633 and No. 333-84344 of Ferrellgas Partners, L.P. on Form S-8. See exhibit 23.1 for independent auditor's consent. These audited balance sheets and independent auditor's opinion, as referenced in the independent auditor's report dated September 29, 2003, and filed herewith, are to be incorporated by reference in Amendment No. 3 to Registration Statement No. 333-103267-01 of Ferrellgas Partners Finance Corp on Form S-3. See exhibit 23.2 for independent auditor's consent. These audited balance sheets and independent auditor's opinion, as referenced in the independent auditor's report dated September 29, 2003, and filed herewith, are to be incorporated by reference in Amendment No. 3 to Registration Statement No. 333-103267-02 of Ferrellgas, L.P. on Form S-3. See exhibit 23.3 for independent auditor's consent. These audited balance sheets and independent auditor's opinion, as referenced in the independent auditor's report dated September 29, 2003, and filed herewith, are to be incorporated by reference in Amendment No. 3 to Registration Statement No. 333-103267-03 of Ferrellgas Finance Corp on Form S-3. See exhibit 23.4 for independent auditor's consent. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The Exhibits listed in the Index to Exhibits are filed as part of this Current Report on Form 8-K. 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 21, 2003 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS PARTNERS FINANCE CORP. Date: November 21, 2003 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS, L.P. By Ferrellgas, Inc. (General Partner) Date: November 21, 2003 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS FINANCE CORP. Date: November 21, 2003 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 23.1 Consent of Deloitte & Touche, LLP, independent auditors for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., dated November 21, 2003. 23.2 Consent of Deloitte & Touche, LLP, independent auditors, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners Finance Corp., dated November 21, 2003. 23.3 Consent of Deloitte & Touche, LLP, independent auditors, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas, L.P., dated November 21, 2003. 23.4 Consent of Deloitte & Touche, LLP, independent auditors for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Finance Corp., dated November 21, 2003 99.15 Consolidated balance sheets of Ferrellgas, Inc. and subsidiaries as of July 31, 2003 and 2002, together with the report of Deloitte & Touche LLP with respect thereto.