8-K 1 h31052e8vk.htm FERRELLGAS PARTNERS, L.P. e8vk
 

 
 
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: July 31, 2005
Date of report: December 7, 2005
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.
 
(Exact name of registrants as specified in their charters)
         
Delaware
Delaware
Delaware
Delaware
  001-11331
333-06693
000-50182
000-50183
  43-1698480
43-1742520
43-1698481
14-1866671
 
         
(States or other jurisdictions of incorporation)   (Commission file numbers)   (I.R.S. Employer Identification Nos.)
7500 College Boulevard, Suite 1000 Overland Park, KS 66210
 
(Address of principal executive offices) (Zip Code)
(913) 661-1500
 
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02 Results of Operations and Financial Condition
Ferrellgas, Inc. Audited Financial Statements
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated balance sheets of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. and Ferrellgas, L.P., and subsidiaries as of July 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2005. See Exhibit 99.15 for the audited financial statements and the report of the independent registered public accounting firm related thereto.
These audited financial statements and report of the independent registered public accounting firm dated November 4, 2005, and filed herewith, are incorporated by reference in Amendment No. 3 to Registration Statement No. 333-103267 of Ferrellgas Partners, L.P. on Form S-3, in Registration Statement No. 333-121350 of Ferrellgas Partners, L.P. on Form S-3, in Registration Statement No. 333-115765 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 hereto for the independent registered public accounting firm’s consent.
These audited financial statements and report of the independent registered public accounting firm dated November 4, 2005, and filed herewith, are 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 hereto for the independent registered public accounting firm’s consent.
These audited financial statements and report of the independent registered public accounting firm dated November 4, 2005, and filed herewith, are incorporated by reference in Amendment No. 3 to Registration Statement No. 333-103267-03 of Ferrellgas, L.P. on Form S-3. See Exhibit 23.3 hereto for the independent registered public accounting firm’s consent.
These audited financial statements and report of the independent registered public accounting firm dated November 4, 2005, and filed herewith, are incorporated by reference in Amendment No. 3 to Registration Statement No. 333-103267-02 of Ferrellgas Finance Corp. on Form S-3. See Exhibit 23.4 hereto for the independent registered public accounting firm’s consent.
Item 9.01 Financial Statements and Exhibits
The following materials are filed as exhibits to this Current Report on Form 8-K.
Exhibit 23.1   Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., as filed with the Securities and Exchange Commission on December 7, 2005.
Exhibit 23.2   Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners Finance Corp., as filed with the Securities and Exchange Commission on December 7, 2005.
Exhibit 23.3   Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas, L.P., as filed with the Securities and Exchange Commission on December 7, 2005.
Exhibit 23.4   Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Finance Corp., as filed with the Securities and Exchange Commission on December 7, 2005.
Exhibit 99.15   Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2005.

 


 

     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 thereunto duly authorized.
             
    FERRELLGAS PARTNERS, L.P.
 
           
    By Ferrellgas, Inc., its general partner
 
           
Date: December 7, 2005
  By:   /s/ Kevin T. Kelly
 
   
    Kevin T. Kelly
    Senior Vice President and
    Chief Financial Officer
 
           
    FERRELLGAS PARTNERS FINANCE CORP.
 
           
Date: December 7, 2005
  By:   /s/ Kevin T. Kelly
 
   
    Kevin T. Kelly
    Senior Vice President and
    Chief Financial Officer
 
           
    FERRELLGAS, L.P.
 
           
    By Ferrellgas, Inc., its general partner
 
           
Date: December 7, 2005
  By:   /s/ Kevin T. Kelly
 
   
    Kevin T. Kelly
    Senior Vice President and
    Chief Financial Officer
 
           
    FERRELLGAS FINANCE CORP.
 
           
Date: December 7, 2005
  By:   /s/ Kevin T. Kelly
 
   
    Kevin T. Kelly
    Senior Vice President and
    Chief Financial Officer

 


 

INDEX TO EXHIBITS
     
Exhibit No.   Description of Exhibit
23.1
  Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., as filed with the Securities and Exchange Commission on December 7, 2005.
 
   
23.2
  Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners Finance Corp., as filed with the Securities and Exchange Commission on December 7, 2005.
 
   
23.3
  Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas, L.P., as filed with the Securities and Exchange Commission on December 7, 2005.
 
   
23.4
  Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Finance Corp., as filed with the Securities and Exchange Commission on December 7, 2005.
 
   
99.15
  Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2005.