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): July 31, 2006
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.
(Exact name of registrants as specified in their charters)
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Delaware
Delaware
Delaware
Delaware
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001-11331
333-06693
000-50182
000-50183
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43-1698480
43-1742520
43-1698481
14-1866671 |
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(States or other jurisdictions
of incorporation or organization)
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(Commission File Numbers)
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(I.R.S. Employer Identification Nos.) |
7500 College Blvd., Suite 1000, Overland Park, KS 66210
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (913) 661-1500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Ferrellgas, Inc. Audited Financial Statements
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the
consolidated balance sheets of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P.
and Ferrellgas, L.P., and subsidiaries as of July 31, 2006 and 2005, and the related consolidated
statements of earnings, stockholders equity (deficiency), and cash flows for each of the three
years in the period ended July 31, 2006. See Exhibit 99.15 for the audited financial statements and
the report of the independent registered public accounting firm related hereto.
These audited financial statements and report of the independent registered public accounting firm
dated November 3, 2006, and filed herewith, are incorporated by reference in Amendment No. 1 to
Registration Statement Nos. 333-134867, 333-130193 and 333-137961, in Registration Nos. 333-121350,
333-115765 and 333-132337 on Form S-3, in Registration No. 333-132340 on Form S-4, and in
Post-Effective Amendment No. 1 to Registration Statement Nos. 333-87633 and 333-84344 of Ferrellgas
Partners, L.P. on Form S-8. See Exhibit 23.1 hereto for the independent registered public
accounting firms consent.
These audited financial statements and report of the independent registered public accounting firm
dated November 3, 2006, and filed herewith are incorporated by reference in Amendment No. 3 to
Registration Statement No. 333-132337-01 of Ferrellgas Partners Finance Corp on Form S-3. See
Exhibit 23.2 hereto for the independent registered public accounting firms consent.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following materials are filed as exhibits to this Current Report on Form 8-K.
Exhibit 23.1 Consent of Deloitte & Touche LLP, independent registered accounting firm, for the
certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P.,
as filed with the Securities and Exchange Commission on December 7, 2006.
Exhibit 23.2 Consent of Deloitte & Touche LLP, independent registered accounting firm, for the
certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners
Finance Corp., as filed with the Securities and Exchange Commission on December 7, 2006.
Exhibit 99.15 Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2006 and
2005, and the related consolidated statements of earnings, stockholders equity (deficiency), and
cash flows for each of the three years in the period ended July 31, 2006.
Exhibit Index
Exhibit 23.1 Consent of Deloitte & Touche LLP, independent registered accounting firm, for
the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners,
L.P., as filed with the Securities and Exchange Commission on December 7, 2006.
Exhibit 23.2 Consent of Deloitte & Touche LLP, independent registered accounting firm, for the
certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners
Finance Corp., as filed with the Securities and Exchange Commission on December 7, 2006.
Exhibit 99.15 Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2006 and
2005, and the related consolidated statements of earnings, stockholders equity (deficiency), and
cash flows for each of the three years in the period ended July 31, 2006.