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.