Ferrellgas Partners, L.P. (Form: 8-K)

0001299933-12-002099.txt : 20120907 0001299933-12-002099.hdr.sgml : 20120907 20120907155858 ACCESSION NUMBER: 0001299933-12-002099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120906 ITEM INFORMATION: Changes in Registrant's Certifying Accountant FILED AS OF DATE: 20120907 DATE AS OF CHANGE: 20120907 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: 121080088 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 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: 121080090 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 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: 121080089 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS FINANCE CORP CENTRAL INDEX KEY: 0001012493 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] 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: 121080091 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 8-K 1 htm_45985.htm LIVE FILING Ferrellgas Partners, L.P. (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 Report (Date of Earliest Event Reported):		September 6, 2012

Ferrellgas Partners, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	001-11331	43-1698480
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		913-661-1500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Ferrellgas Partners Finance Corp.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	333-06693	43-1742520
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		913-661-1500

n/a
______________________________________________
Former name or former address, if changed since last report

Ferrellgas, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	000-50182	43-1698481
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		913-661-1500

n/a
______________________________________________
Former name or former address, if changed since last report

Ferrellgas Finance Corp.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	000-50183	14-1866671
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		913-661-1500

n/a
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Top of the Form

Item 4.01 Changes in Registrant's Certifying Accountant.

Dismissal of Former Certifying Accountants:
(a)On September 6, 2012 the Audit Committee of Ferrellgas, Inc., approved the dismissal of Deloitte & Touche LLP ("Deloitte") as the independent registered public accounting firm of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp. (collectively the "Registrants"), effective as of the date of Deloitte’s completion of audit services for the fiscal year ended July 31, 2012 and the filing of the Registrants' Annual Report on Form 10-K. Upon the effectiveness of the dismissal of Deloitte, the Registrants will file an amendment to this Form 8-K to update the disclosures required by Item 4.01 of Form 8-K.

Deloitte’s audit reports on the Registrants' consolidated financial statements for the fiscal years ended July 31, 2011 and 2010 did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. Deloitte’s reports on the effectiveness of Ferrellgas Partners, L.P.'s internal control over financial reporting as of July 31, 2011 and 2010 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Deloitte has not yet issued its report on the Registrants' consolidated financial statements for the fiscal year ended July 31, 2012, and the Registrants have not yet filed their related Annual Report on Form 10-K (the "2012 Annual Report). Upon the issuance by Deloitte of its report on the Registrants' consolidated financial statements for the fiscal year ended July 31, 2012 and the related report on Ferrellgas Partners, L.P.'s internal control over financial reporting, the Registrants will file an amendment to this Form 8-K to provide the disclosures required by Item 304(a)(1) of Regulation S-K.

During the two fiscal years ended July 31, 2011 and 2010, and the subsequent interim period through September 6, 2012, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Registrants and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which if not resolved to the satisfaction of Deloitte would have caused Deloitte to make reference thereto in their reports on the Registrants' financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

On September 6, 2012, the Registrants provided Deloitte with a copy of this Form 8-K and requested that Deloitte provide the Registrants with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of Deloitte’s letter, dated September 7, 2012 is filed as Exhibit 16.1 to this Form 8-K.

Engagement of New Certifying Accountants:
(b)On September 6, 2012, the Audit Committee of Ferrellgas Inc. approved the appointment of Grant Thornton LLP ("Grant Thornton") to serve as the Registrants' independent registered public accounting firm for the fiscal year ending July 31, 2013. During the two fiscal years ended July 31, 2011 and 2010, and the subsequent interim period through September 6, 2012, the Registrants have not consulted with Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, and no written report or oral advice was provided to the Registrants by Grant Thornton that was an important factor considered by the Registrants in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Top of the Form

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 Partners, L.P.

September 6, 2012	By:	J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Executive Vice President and Chief Financial Officer, Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner


	Ferrellgas Partners Finance Corp.

September 6, 2012	By:	J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director


	Ferrellgas, L.P.

September 6, 2012	By:	J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Executive Vice President and Chief Financial Officer, Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner


	Ferrellgas Finance Corp.

September 6, 2012	By:	J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director

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Exhibit Index


Exhibit No.		Description

16.1		Deloitte & Touche LLP letter regarding change in certifying accountant

EX-16.1 2 exhibit1.htm EX-16.1 EX-16.1

September 7, 2012

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Re: Ferrellgas Partners, L.P.

Dear Sirs/Madams:

We have read Item 4.01 of the Registrants’ Form 8-K dated September 6, 2012, and have the following comments:

1. We agree with the statements made in Item 4.01(a), except that we have no basis on which to agree or disagree with the Registrant’s statement that (i) the change was approved by the Audit Committee of Ferrellgas, Inc. and (ii) the Company will file an amendment to this Form 8-K to provide the disclosures required by Item 304(a)(1) of Regulation S-K.

2. We have no basis on which to agree or disagree with the Registrant’s statements made in Item 4.01(b).

Yours truly,

/s/ Deloitte & Touche LLP
Kansas City, Missouri