As filed with the Securities and Exchange Commission on December 13, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware 43-1698480
Delaware 43-1742520
- --------------------------------- -------------------------------
(States or other jurisdictions of (I.R.S. Employer
incorporation or organization) Identification Nos.)
One Liberty Plaza, Liberty, Missouri 64068
(816) 792-1600
(Address, including zip code, and telephone
number, including area code, of
registrants' principal executive
offices)
Kevin T. Kelly
Senior Vice President and Chief Financial Officer
One Liberty Plaza, Liberty, Missouri 64068
(816) 792-1600
(Name, address, including zip code,
and telephone number,
including area code, of
registrants' agent for
service)
Copies to:
David L. Ronn
Mayer, Brown, Rowe & Maw
700 Louisiana Street, Suite 3600
Houston, Texas 77002
(713) 546-0525
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement, as determined
in light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| - Registration No.
333-71111.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
Title of each class of Amount of Proposed maximum Proposed maximum
securities to be securities to be offering price per aggregate offering Amount of
registered registered (1) (2) (3) security (1) (2) (3) price (4) (5) registration fee (4)
- ------------------------ ------------------------ -------------------------- ----------------------- --------------------
Debt Securities - - $7,550,000 $694.60
======================== ======================== ========================== ======================= ======================
(1) There are being registered hereunder a presently indeterminate principal
amount of debt securities.
(2) Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the
amount of securities being registered hereunder represents no more than 20% of
the $40,450,000 million of registered securities not previously sold by
Ferrellgas Partners, L.P. and Ferrellgas Finance Partners Corp. under
Registration Statement No. 333-71111.
(3) The amount of securities to be registered and the proposed maximum offering
price per security to be registered is not specified pursuant to General
Instruction, II.D. of Form S-3 under the Securities Act. The proposed maximum
offering price per security will be determined from time to time by Ferrellgas
Partners, L.P. and Ferrellgas Finance Partners Corp. in connection with their
issuance of the securities registered hereunder.
(4) We have estimated the proposed maximum aggregate offering price solely to
calculate the amount of registration fee under Rule 457(o) of the Securities
Act. In no event will the aggregate initial offering price of all securities
issued from time to time hereunder exceed $7,550,000. The securities registered
hereunder may be sold separately or as units with other registered securities.
(5) If any debt securities are issued at an original issue discount, then the
offering price of such debt securities shall be in such greater principal amount
as shall result in an aggregate initial offering price not to exceed $7,550,000
less the dollar amount of any registered securities previously issued hereunder.
EXPLANATORY NOTE
This Registration Statement on Form S-3 of Ferrellgas Partners, L.P. and
Ferrellgas Partners Finance Corp. is being filed with respect to the
registration of an additional $7,550,000 aggregate maximum amount of debt
securities pursuant to Rule 462(b) and General Instruction IV of Form S-3, both
as promulgated under the Securities Act.
In accordance with General Instruction IV of Form S-3, this registration
statement incorporates by reference the contents of the previously filed
Amendment No. 1 to the Registration Statement on Form S-3 of Ferrellgas
Partners, L.P. and Ferrellgas Partners Finance Corp. (File No. 333-71111),
including each of the documents filed by Ferrellgas Partners, L.P. and
Ferrellgas Partners Finance Corp. with the SEC and incorporated or deemed to be
incorporated by reference therein and all exhibits thereto. Such previously
filed registration statement was filed with the SEC on February 5, 1999,
thereafter declared effective by the SEC and remains effective as of the date of
this filing.
EXHIBITS
Exhibit Number Description
* 5.1 Opinion of Mayer, Brown, Rowe & Maw.
* 23.1 Consent of Deloitte & Touche LLP.
* 23.2 Consent of Mayer, Brown, Rowe & Maw
(contained in Exhibit 5.1 herewith).
- -------------
* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-3 and has duly
caused this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Liberty, State of
Missouri, on December 13, 2002.
FERRELLGAS PARTNERS, L.P.
By: FERRELLGAS, INC., its general partner
By: /s/ James E. Ferrell
-----------------------------------------
James E. Ferrell
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
Name Title Date
/s/ James E. Ferrell Chairman, President and December 13, 2002
- ------------------------- Chief Executive Officer
James E. Ferrell of Ferrellgas, Inc.
/s/ A. Andrew Levison Director of Ferrellgas, Inc. December 13, 2002
- -------------------------
A. Andrew Levison
/s/ Elizabeth T. Solberg Director of Ferrellgas, Inc. December 13, 2002
- -------------------------
Elizabeth T. Solberg
/s/ Michael F. Morrissey Director of Ferrellgas, Inc. December 13, 2002
- -------------------------
Michael F. Morrissey
/s/ Kevin T. Kelly Senior Vice President and December 13, 2002
- ------------------------- Chief Financial Officer of
Kevin T. Kelly Ferrellgas, Inc. (Principal
Financial and Accounting
Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-3 and has duly
caused this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Liberty, State of
Missouri, on December 13, 2002.
FERRELLGAS PARTNERS FINANCE CORP
By: /s/ James E. Ferrell
--------------------------------------
James E. Ferrell
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
Name Title Date
/s/ James E. Ferrell President and Chief December 13, 2002
- ------------------------- Executive Officer
James E. Ferrell (Principal Executive
Officer)
/s/ Kevin T. Kelly Senior Vice President and December 13, 2002
- ------------------------- Chief Executive Officer
Kevin T. Kelly (Principal Financial and
Accounting Officer)
Exhibit Index
Exhibit Number Description
* 5.1 Opinion of Mayer, Brown, Rowe & Maw.
* 23.1 Consent of Deloitte & Touche LLP.
* 23.2 Consent of Mayer, Brown, Rowe & Maw
(contained in Exhibit 5.1 herewith).
- -------------
* filed herewith
Exhibit 5.1
OPINION OF MAYER, BROWN, ROWE & MAW
Mayer, Brown, Rowe & Maw
700 Louisiana Street
Suite 3600
Houston, Texas 77002-2730
December 13, 2002
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
One Liberty Plaza
Liberty, MO 64068
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Ferrellgas Partners, L.P., a Delaware
limited partnership (the "Partnership"), and Ferrellgas Partners Finance
Corporation, a Delaware corporation ("Ferrell Finance," and together with the
Partnership, the "Issuers"), in connection with the proposed sale of $48 million
aggregate principal amount of 8 3/4% senior notes due 2012 of the Issuers (the
"Debt Securities"). The Debt Securities are more fully described in the Issuers'
Form S-3 Registration Statement filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"), which incorporates
by reference the Issuer's Amendment No. 1 to the Registration Statement on Form
S-3 (File No. 333-71111) filed February 5, 1999, which amended registration
statement includes (i) that particular base prospectus contained therin and (ii)
that particular prospectus supplement to such base prospectus dated and filed as
of the date hereof and forming a part thereof (such base prospectus and
prospectus supplement are collectively referred to herein as the "Prospectus").
The Debt Securities will be (i) issued under an indenture dated as of
September 24, 2002, among the Issuers and U.S. Bank, N.A., as trustee (the
"Indenture"), and (ii) sold pursuant to an Underwriting Agreement dated as of
September 10, 2002, as supplemented by a Terms Agreement thereunder dated
December 11, 2002, among the Issuers and the underwriter named therein
(together, the "Underwriting Agreement").
As special counsel to the Issuers, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Indenture,
(ii) the Underwriting Agreement, (iii) the Registration Statement (including the
Prospectus forming a part thereof), (iv) resolutions of the Board of Directors
of Ferrell Finance and Ferrellgas, Inc., a Delaware corporation and the sole
general partner of the Partnership (the "General Partner"), and (v) such other
documents, faxes, certificates, instruments and records as we have deemed
necessary and relevant for purposes hereof. We have also examined and relied
upon certificates of officers of the General Partner and Ferrell Finance and
faxes and certificates of public officials, as to certain matters of fact
relating to this opinion and have made such investigations of law as we have
deemed necessary and relevant as a basis hereof.
In our examinations and investigations, we have assumed: (i) the
genuineness of all signatures on, and the authenticity of, all documents, faxes,
certificates, instruments and records (collectively, the "Documents") submitted
to us as originals and the conformity to the original documents, faxes,
certificates, instruments and records of all such Documents submitted to us as
copies; (ii) the truthfulness of all statements of fact set forth in such
Documents; (iii) the due authorization, execution and delivery by the parties
thereto, other than the Issuers and the General Partner, of all Documents
examined by us; and (iv) that, to the extent such Documents purport to
constitute agreements of parties other than the Issuers and the General Partner,
such Documents constitute valid, binding and enforceable obligations of such
other parties. In addition, and for purposes of our opinion, we have assumed
that all Debt Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration
Statement and the Prospectus.
Based on the foregoing and subject to the limitations, conditions and
assumptions set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that when (i) the Debt
Securities have been duly executed, authenticated and delivered in accordance
with the provisions of the Indenture and (ii) sold in accordance with the
provisions of the Underwriting Agreement, the Debt Securities will constitute
valid and binding obligations of the Issuers enforceable against the Issuers in
accordance with their terms, except as may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization and other similar laws affecting the
rights and remedies of creditors generally and general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Legal Matters." In giving this consent, we do not admit that we are
"experts," within the meaning of that term as used in the Securities Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
The foregoing opinion is strictly limited to the matters stated herein, and
no other or more extensive opinion is intended or implied or to be inferred
beyond the matters expressly stated herein. The foregoing opinion is based on
and is limited to, as in effect on the date hereof, the law of the Delaware
Revised Uniform Limited Partnership Act, the General Corporation Law of the
State of Delaware, which includes those statutory provisions as well as all
applicable provisions of the Delaware Constitution, the internal laws of the
State of New York and the reported judicial decisions interpreting such laws,
and the relevant Federal law of the United States of America, and we render no
opinion with respect to the law of any other jurisdiction or, without limiting
the generality of the foregoing, the effect of the laws of any other
jurisdiction.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Debt securities while the Registration Statement is in
effect. This opinion is not a guarantee or an opinion respecting matters of fact
and should not be construed or relied on as such. Other than as expressly stated
above, we express no opinion on any issue relating to the Issuers or to any
investment therein. The opinions expressed herein are as of the date hereof, and
we undertake no responsibility to update this opinion after the date hereof and
assume no responsibility for advising you of any changes with respect to any
matters described in this opinion that may occur subsequent to the date hereof
or with respect to the discovery subsequent to the date hereof of information
not previously known to us pertaining to events occurring prior to the date
hereof.
Sincerely,
MAYER, BROWN, ROWE & MAW
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp.
of our reports dated September 12, 2002, (which report relating to Ferrellgas
Partners, L.P. expresses an unqualified opinion and includes an explanatory
paragraph relating to a change in accounting principle) appearing in the Annual
Report on Form 10-K/A of Ferrellgas Partners, L.P. and Ferrellgas Partners
Finance Corp. for the year ended July 31, 2002. We also consent to the
incorporation by reference in this registration statement of our report relating
to Ferrellgas, Inc. and Subsidiaries dated September 12, 2002, (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to a change in accounting principle) appearing in Exhibit 99.15 to the Quarterly
Report on Form 10-Q of Ferrellgas Partners, L.P. and Ferrellgas Partners Finance
Corp. for the three months ended October 31, 2002. We also consent to the
reference to us under the heading "Experts" in the prospectus that is
incorporated by reference herein.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
December 11, 2002
