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
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(State or other Commission file (I.R.S. Employer
jurisdiction of number Identification No.)
incorporation)
One Liberty Plaza, Liberty, Missouri 64068
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(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
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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
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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
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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.
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.
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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
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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
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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
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