-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COm8LuAchCbnGwkHzeMlZK/jTi/VGtaIYosAEJYKPPobAfKVfVPO/Wb4oOrz/y7o xpC+tqO7emudK5n7qvc3iA== 0000922358-03-000113.txt : 20031124 0000922358-03-000113.hdr.sgml : 20031124 20031124155954 ACCESSION NUMBER: 0000922358-03-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS L P CENTRAL INDEX KEY: 0000922358 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431698480 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11331 FILM NUMBER: 031020813 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: 0NE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431676206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50182 FILM NUMBER: 031020815 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS FINANCE CORP CENTRAL INDEX KEY: 0000922360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431677595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50183 FILM NUMBER: 031020816 BUSINESS ADDRESS: STREET 1: TWO LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167926803 MAIL ADDRESS: STREET 1: TWO LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS FINANCE CORP CENTRAL INDEX KEY: 0001012493 IRS NUMBER: 431742520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-06693-02 FILM NUMBER: 031020812 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167926803 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 8-K 1 form8k.txt FORM 8K 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 20, 2003 Date of report: November 24, 2003 Ferrellgas Partners, L.P. Ferrellgas Partners Finance Corp. Ferrellgas, L.P. Ferrellgas Finance Corp. _______________________________________________ (Exact name of registrant as specified in its charter) Delaware 001-11331 43-1698480 Delaware 333-06693 43-1742520 Delaware 000-50182 43-1698481 Delaware 000-50183 14-1866671 -------------- -------------- ---------------- (State or other Commission file (I.R.S. Employer jurisdiction of number Identification No.) incorporation) One Liberty Plaza, Liberty, Missouri 64068 ------------------------------------------------------------ (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (816) 792-1600 ITEM 5. OTHER EVENTS JEF Capital Management, Inc. is the holder of all of our issued and outstanding senior units. Our partnership agreement generally provides that we use the cash proceeds of any offering of our common units to redeem a portion of our outstanding senior units, otherwise a "Material Event" would be deemed to have occurred and JEF Capital Management, as the holder of our senior units, would thereafter have specified rights, such as the right to convert the senior units into common units or the right to register the senior units. By letter agreement dated November 20, 2003, JEF Capital Management agreed to waive the occurrence of a "Material Event" if we issue common units at any time and from time to time on or prior to March 31, 2004, and we do not use the cash proceeds from such offering or offerings to redeem a portion of the outstanding senior units. In consideration of the granting of the waiver, we agreed not to redeem any outstanding senior units prior to March 31, 2004, and to reimburse JEF Capital Management for its reasonable legal fees incurred in connection with the execution of the waiver. . ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) The following material is filed as an exhibit to this Current Report on Form 8-K. Exhibit Number Description -------------- ----------- 4.1 Waiver and Acknowledgement of No Material Event dated November 20, 2003 by and among Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Inc. and JEF Capital Management, Inc. 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 24, 2003 By /s/ Kevin T. Kelly -------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer FERRELLGAS PARTNERS FINANCE CORP. Dated: November 24, 2003 By /s/ Kevin T. Kelly -------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer FERRELLGAS, L.P. By Ferrellgas, Inc. (General Partner) Dated: November 24, 2003 By /s/ Kevin T. Kelly -------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer FERRELLGAS FINANCE CORP. Dated: November 24, 2003 By /s/ Kevin T. Kelly -------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 4.1 Waiver and Acknowledgement of No Material Event dated November 20, 2003 by and among Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Inc. and JEF Capital Management, Inc. EX-4 3 jefwaiver.txt WAIVER Exhibit 4.1 November 20, 2003 Ferrellgas Partners, L.P. Ferrellgas, L.P. Ferrellgas, Inc. One Liberty Plaza Liberty, Missouri 64068 Attention: Mr. Kevin T. Kelly Senior Vice President and Chief Financial Officer Re: Waiver and Acknowledgement of No Material Event Ladies and Gentlemen: As holder of all of the issued and outstanding senior units representing limited partner interests ("Senior Units") of Ferrellgas Partners, L.P. (the "Partnership"), JEF Capital Management, Inc. ("JEF") is a party to: (a) the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of February 18, 2003 (the "Partnership Agreement"); (b) the Representations Agreement dated as of December 17, 1999, as amended; (c) the Registration Rights Agreement dated as of December 17, 1999, as amended; (d) the Purchase Agreement dated as of November 7, 1999, as amended; (e) the Letter of Instruction dated April 6, 2001, between JEF and Bank of America, N.A., as Administrative Agent ("BofA"), and agreed and acknowledged by the Partnership; and (f) the Letter of Instruction dated April 6, 2001, between JEF and BofA and agreed and acknowledged by Ferrellgas, L.P. The above-referenced documents are referred to collectively as the "Waiver Documents." The Partnership informed JEF that the Partnership may desire to issue common units representing limited partner interests in the Partnership on or prior to March 31, 2004, and not be required to redeem Senior Units pursuant to the Partnership Agreement. Therefore, JEF hereby waives the requirements of clause (d) of the definition of "Material Event" in the Partnership Agreement for the issuance of common units representing limited partner interests in the Partnership at any time and from time to time on or prior to March 31, 2004, and agrees and acknowledges that any such issuance shall not be deemed to be a "Material Event" pursuant to any of the Waiver Documents. Page 1 of 2 In consideration of JEF's waiving its rights under the Partnership Agreement as provided above, you hereby agree that (i) the Partnership shall not exercise its right to redeem any Senior Units before March 31, 2004, and (ii) the Partnership shall reimburse JEF for its reasonable legal fees incurred in connection with the execution of this letter agreement, which legal fees shall not exceed $70,000. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri. This letter agreement may be executed in any number of counterparts which, when taken together, shall constitute one agreement. If the foregoing terms are acceptable to you, please acknowledge your agreement to such terms by executing this letter agreement in the space indicated below. Very truly yours, JEF CAPITAL MANAGEMENT, INC. By:/s/ Theresa Schekirke --------------------------- Theresa Schekirke President Agreed To and Accepted this 20th day of November, 2003 FERRELLGAS PARTNERS, L.P. By: Ferrellgas, Inc., Its General Partner By: /s/ Kevin T. Kelly - ------------------------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer FERRELLGAS, L.P. By: Ferrellgas, Inc., Its General Partner By: /s/ Kevin T. Kelly - ------------------------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer FERRELLGAS, INC. By: /s/ Kevin T. Kelly - ------------------------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----