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: June 8, 2005

 

Date of report: June 8, 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)

 



 

 

 

Item 2.02 Results of Operations and Financial Condition

Item 7.01 Regulation FD Disclosure

On June 8, 2005, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the third fiscal quarter ended April 30, 2005. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

The following material is furnished as an exhibit to this Current Report on Form 8-K.

Exhibit 99.1

Press release of Ferrellgas Partners, L.P. dated June 8, 2005, reporting its financial results for the third fiscal quarter ended April 30, 2005.

 

Limitation on Materiality and Incorporation by Reference

The information in this Current Report on Form 8-K related to Items 2.02 and 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not to be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.

The information in this Current Report on Form 8-K related to Items 3.03 and 5.03, including Exhibit 3.1 filed herewith, is being filed with the SEC and such information is to be incorporated by reference into registration statements of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. and other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as not being incorporated therein by reference.

 

 

 

 

24544010 03190382

 



 

 

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: June 8, 2005

By: /s/ Kevin T. Kelly                           

 

Kevin T. Kelly

Senior Vice President and

Chief Financial Officer

 

 

 

FERRELLGAS PARTNERS FINANCE CORP.

 

 

Date: June 8, 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: June 8, 2005

By: /s/ Kevin T. Kelly                           

 

Kevin T. Kelly

Senior Vice President and

Chief Financial Officer

 

 

 

 

FERRELLGAS FINANCE CORP.

 

 

Date: June 8, 2005

By: /s/ Kevin T. Kelly                           

 

Kevin T. Kelly

Senior Vice President and

Chief Financial Officer

 

24544010 03190382

 



 

 

INDEX TO EXHIBITS

 

 

Exhibit No.

Description of Exhibit

 

 

99.1

Press release of Ferrellgas Partners, L.P. dated June 8, 2005, reporting its financial results for the third fiscal quarter ended April 30, 2005.

 

 

 

 

 

 

 

24544010 03190382