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): October 22, 2015 (October 21, 2015)

 

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

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

 

n/a

Former name or former address, if changed since last report

 

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

 

 

 

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)

 

 

 

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)

 

 

 

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:

 

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 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On October 21, 2015, Boyd H. McGathey resigned as Executive Vice President and Chief Operating Officer of Ferrellgas, Inc. effective as of October 31, 2015.  Ferrellgas, Inc. is the general partner of Ferrellgas Partners, L.P. and Ferrellgas, L.P.

 

Pursuant to an agreement and release (the “Release”) dated October 21, 2015 between Mr. McGathey and Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and Ferrellgas, L.P., (i) Mr. McGathey will receive a $450,000 cash payment to be paid on January 4, 2016 and (ii) Ferrellgas, Inc. will reimburse Mr. McGathey for medical insurance premiums under COBRA for 12 months.  All existing stock and unit options that Mr. McGathey has will, through the term of his employment and thereafter, continue to be subject to the terms and conditions of the Ferrell Companies, Inc. and Ferrellgas Partners, L.P. incentive compensation plan documents.

 

Mr. McGathey may revoke the Release for a period of seven days following its execution.  If the Release is not revoked, it will become effective on the eighth day following the execution of the agreement by Mr. McGathey.  If Mr. McGathey exercises his revocation right, the Release will have no force or effect.

 

The description of the Release is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

	Exhibit No.		Description
	10.1		Agreement and Release, dated as of October 21, 2015, among Boyd McGathey, Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and Ferrellgas, L.P.

 

2

 

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.
	By: Ferrellgas, Inc., its general partner
October 22, 2015	By:
		/s/ Alan C. Heitmann
		Name: Alan C. Heitmann
		Title: Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
	FERRELLGAS PARTNERS FINANCE CORP.
October 22, 2015	By:
		/s/ Alan C. Heitmann
		Name: Alan C. Heitmann
		Title: Chief Financial Officer and Sole Director
	FERRELLGAS, L.P.
	By: Ferrellgas, Inc., its general partner
October 22, 2015	By:
		/s/ Alan C. Heitmann
		Name: Alan C. Heitmann
		Title: Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
	FERRELLGAS FINANCE CORP.
October 22, 2015	By:
		/s/ Alan C. Heitmann
		Name: Alan C. Heitmann
		Title: Chief Financial Officer and Sole Director

 

3

 

EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Agreement and Release, dated as of October 21, 2015, among Boyd McGathey, Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and Ferrellgas, L.P.

 

4

Exhibit 10.1

 

AGREEMENT AND RELEASE

 

THIS AGREEMENT AND RELEASE is made among Ferrell Companies, Inc. (“FCI”), Ferrellgas, Inc. of Liberty, Missouri (“Ferrellgas”), and their affiliates, Ferrellgas Partners, L.P., and/or Ferrellgas, L.P., (all of which will collectively be referred to as “Ferrell”) and Boyd McGathey (“Employee”).

 

Employee was employed by Ferrellgas.  Employee’s employment will end October 31, 2015.  Ferrell and Employee now desire to fully and finally resolve all issues among or between them arising from Employee’s employment by Ferrell and/or the cessation of such employment.  Therefore, intending to be legally bound, Ferrell and Employee agree as follows:

 

1.              Ferrellgas agrees to pay to Employee on January 4, 2016  the gross amount of Four Hundred Fifty Thousand Dollars ($450,000.00), less all applicable deductions.

 

2.              Ferrellgas agrees, on the eighth (8th) day after Employee signs this Agreement and Release, to reimburse Employee for twelve (12) months of COBRA continuation premium, provided Employee enrolls in COBRA in accordance with the prescribed enrollment procedures and due date for the continuance of medical benefits.  Employee must submit the COBRA premium payment to The Taben Group as outlined in the enrollment information.  In addition, Employee must make a copy of the checks submitted for the monthly payment and mail it to Ferrellgas, Attention Manager, Benefits, One Liberty Plaza, Liberty, MO 64068.  Ferrellgas will reimburse Employee for the monthly payment at a grossed up amount equal to the monthly premium, after The Taben Group has received the premium and after Benefits has received a copy of the payment check.  If Employee fails to submit premium in a timely manner, Employee will lose the COBRA coverage.  COBRA information will be sent to Employee by The Taben Group.

 

3.              In exchange for the mutual promises made here, Employee agrees to forever RELEASE and DISCHARGE Ferrell, and Ferrell’s officers, employees, directors and agents from any and all claims arising from his employment and/or cessation of employment and all debts, obligations, claims, demands, or causes of action of any kind whatsoever, known or unknown, in tort, contract, by statute or on any other basis, for equitable relief, compensatory, punitive or other damages, expenses (including attorney’s fees), reimbursements or costs of any kind, including, but not limited to, any and all claims, demands, rights and/or causes of action, including those which might arise out of allegations relating to a claimed breach of an alleged oral or written employment contract, or relating to purported employment discrimination or civil rights violations, such as, but not limited to, those arising under Title VII of the Civil Rights Act of 1964 and all amendments thereto, Executive Order 11246, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act and/or any other applicable federal, state, or local employment discrimination statute, ordinance or common law doctrine which Employee might assert against Ferrell.  Employee waives any right to recover in any lawsuit brought on his behalf by any government agency or other person.

 

4.              Employee promises to treat as confidential and to disclose to no person (other than a legal or financial advisor or spouse, if any) the terms or conditions of this Agreement and Release.  Employee further promises not to make any derogatory, disparaging or false statements intended to harm the business or personal reputation of Ferrell, its directors, officers and employees.

 

5.              Employee agrees that he will not, at any time, seek re-employment with Ferrell.

 

6.              Employee agrees that the Ferrellgas Employee Agreement signed by him on March 14, 2011 and Executive Employment Agreement dated September 25, 2013, incorporated herein by reference, and/or any similar agreements, are enforceable agreements by Ferrell (not Employee), that his obligations under these agreements inure to the benefit of Ferrell, and that this Agreement and Release does not release him from any obligations under them or under

 

 

any other contract which obligates Employee not to reveal the Confidential Information of Ferrellgas.

 

7.              Employee understands and agrees that if he violates any promises, Ferrell may pursue all permissible remedies to redress such violations including seeking repayment of all payments made under this Agreement and Release and recovery of costs and reasonable attorney’s fees.

 

8.              This agreement terminates Employee’s participation in any bonus performance plan maintained by Ferrellgas and no sums shall be due thereunder to Employee.

 

9.              Employee agrees to remain available (upon reasonable prior notice) to consult with Ferrell in connection with any claims or litigation involving Ferrell and any transitional matters involving Employee’s prior duties with Ferrell.  Ferrell shall reimburse Employee for his reasonable out-of-pocket expenses in connection with such consultation.

 

Additional Statement by Employee

 

I was given a copy of this Agreement and Release and was notified that I have the right to consult with an attorney before signing.  Furthermore, I acknowledge being given at least twenty-one (21) days within which to consider this Agreement and Release.  I have carefully read and fully understand this Agreement and Release and have had sufficient time and opportunity to consult with my personal tax, financial, and legal advisors prior to signing.  By signing this Agreement and Release, I voluntarily indicate my intent to be legally bound by its terms.  I understand that I may revoke this Agreement and Release within seven days after signing it but that thereafter it is irrevocable.

 

 

	/s/ Boyd McGathey
	Boyd McGathey
	October 21, 2015
	Date

 

THIS IS A RELEASE OF CLAIMS

READ CAREFULLY BEFORE SIGNING

 

FERRELLGAS, INC.

 

FERRELLGAS, INC.;

FERRELL COMPANIES, INC.;

FERRELLGAS PARTNERS, L.P.

FERRELLGAS, L.P.

by FERRELLGAS, INC., a Delaware

Corporation, their General Partner

 

 

By	/s/ Mary A. Lentz		Date	October 21, 2015
	Mary A. Lentz
	Director, Employee Relations