Ferrellgas Partners, L.P. (FGP)

Item 8.01 Other Events.

On October 9, 2009, Ferrellgas Partners, L.P. (“Ferrellgas”) entered into an agreement with an institutional investor relating to a non-brokered registered direct offering of 1,058,454 common units (the “Units”) representing limited partner interests in Ferrellgas for an aggregate purchase price of approximately $20 million.  The Units were offered and sold pursuant to a prospectus supplement dated October 9, 2009 and an accompanying base prospectus dated April 13, 2009, pursuant to the Ferrellgas shelf registration statement on Form S-3 (File no. 333-157760), as amended, which became effective on April 9, 2009.  The transaction closed on October 13, 2009.

Item 8.01 Other Events.

On September 14, 2009, the Issuers issued a press release announcing the closing of the offering of the 2017 Notes. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 8.01 Other Events.

On September 9, 2009, Ferrellgas, L.P. and Ferrellgas Finance Corp. (together, the “Issuers”) issued two press releases related to the announcement and the pricing of $300 million of the Issuers’ 9.125% senior unsecured notes due 2017.  Copies of the press releases are filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2.

Item 8.01 Other Events.

Ferrellgas Partners, L.P., Ferrellgas, L.P. and Ferrellgas, Inc. have been named as defendants in a consumer class action lawsuit filed in federal district court in San Francisco on June 4, 2009. The suit is brought by several named plaintiffs on behalf of themselves and a putative nationwide class defined as consisting of "[a]ll purchasers of liquefied propane gas cylinders marketed or sold [under the Blue Rhino tradename] nationwide from January 1, 2008." The complaint alleges claims for purported unlawful and deceptive practices allegedly involving price disclosures related to the Blue Rhino branded propane tank exchange activities. This complaint also alleges claims for (i) violations of consumer protection statutes of thirty-seven states and the District of Columbia, and seeks damages, restitution, disgorgement, injunctive relief, costs and attorneys fees on that claim, and (ii) unjust enrichment of the defendants, and seeks restitution on that claim. The complaint also seeks statutory, punitive or treble damages and pre-judgment and post-judgment interest on all claims. Those same defendants were also named in a consumer class action lawsuit filed in federal district court in Kansas City, Kansas on June 11, 2009, alleging substantially similar claims.

In addition, Blue Rhino Corporation (an entity acquired by Ferrellgas Partners but no longer existing) has been named as a defendant in a consumer class action lawsuit filed in the Superior Court of the State of California on May 27, 2009. This suit is brought by several named plaintiffs on behalf of themselves and a putative class defined as consisting of all "Blue Rhino propane consumers in the State of California during the four (4) years prior to the filing of this complaint who have exchanged a 5 gallon refill tank of propane and were provided only a partial refill." This complaint also alleges claims for purported unlawful and deceptive practices allegedly involving price disclosures related to the Blue Rhino branded propane tank exchange activities. This complaint alleges claims for (i) violation of California's Consumer Legal Remedies Act and (ii) violation of Business and Professions Code section 17200. The California plaintiffs seek damages, restitution, injunctive relief, interest, costs, attorneys fees and other appropriate relief.

We believe that there may be additional federal or state lawsuits filed alleging substantially similar claims against these defendants as other law firms actively solicit plaintiffs.

Based on our business and consumer notification practices at our Blue Rhino tank exchange facilities, we believe that all of these claims are without merit and intend to defend the claims vigorously.

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.

Item 8.01 Other Events.

Services Agreement Amendment:
Effective May 1, 2009, we amended the services agreement dated as of September 26, 2008 between Samson Dental Practice Management, LLC and Ferrellgas, L.P. to decrease the monthly payment amounts from $20,000 per month to $17,500 per month. Samson Dental Practice Management, LLC is a company wholly-owned by James E. Ferrell.

IRS Notice:
In accordance with Internal Revenue Service Regulation Section 301.6223(g)-1(a)(2), Ferrellgas, Inc., the Tax Matters Partner (TMP) of Ferrellgas Partners, L..P. (FGP), is hereby notifying the partners of FGP that it has received from the Internal Revenue Service (IRS) the Summary Report of the final partnership administrative adjustment on the IRS examination for the periods ended December 31, 2004 and December 31, 2005. The Summary Report concludes the partnership’s returns for the taxable years ended December 31, 2004 and December 31, 2005 are accepted as filed with no adjustments.

In accordance with Internal Revenue Service Regulation Section 301.6223(g)-1(b)(1)(i), the TMP of FGP is hereby notifying its partners that the TMP has agreed to schedule a closing conference with the examining agent. Under the provisions of Internal Revenue Code (IRC) section 6224(b), the partnership and its TMP intend to waive the right to a closing conference. The partners have a right to participate in a closing conference or may also agree to waive the right to a closing conference. Partners wanting to participate in a closing conference must notify the TMP in writing no later than June 1, 2009 of their desire to participate. Notification may be sent to Ferrellgas, Inc., One Liberty Plaza, MD 22, Liberty, MO 64068. If no response is received by partners, it will be deemed as consent by the partner to waive the closing conference in accordance with IRC section 6224(b).

In addition to agreeing the 2004 and 2005 tax returns will be accepted as originally filed, FGP, the TMP and the Commissioner of Internal Revenue intend to enter into a Closing Agreement on Final Determination under IRC Sections 6224(c) and 7121. The Closing Agreement resolves certain matters concerning the future valuation of real estate interests to be used for certain depreciation computations. The closing agreement will be in effect for a 5 year period commencing with the 2009 tax reporting year. We do not expect the new approach to determining real estate values will have a significant impact on the unitholders. The closing agreement further states the real estate values that have been reported on the 2006 and 2007 tax returns as originally filed will be accepted as well.

The signing of the Closing Agreement by FGP and the TMP shall bind the partners to the agreement unless a partner elects to opt out by complying with the requirements of Regulation Section 301.6224(c)-1(a)(2). Partners have until June 1, 2009 to file with the Internal Revenue Service a statement not to be bound as described in Regulation Section 301.6224(c)-1(c). This statement should be mailed to Internal Revenue Service, Ogden, Utah 84201.

Item 8.01 Other Events.

Effective February 24, 2009, the Board of Directors of our general partner ratified the adoption of the Ferrell Companies, Inc. Supplemental Savings Plan (the "Plan") as amended and restated effective January 1, 2009. The Plan was amended to conform to changes required by Section 409A of the Internal Revenue Code. See Exhibit 10.1.

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.

Exhibit Index

Item 8.01 Other Events.

In accordance with Internal Revenue Service Regulation Section 301.6223(g)-1(b)(1)(v), the Tax Matters Partner (TMP) of Ferrellgas Partners, LP is hereby notifying its partners that as TMP it has signed IRS Form 872-P Consent to Extend the Time to Assess Tax Attributable to Partnership Items for the periods ended December 31, 2004 and December 31, 2005. The period of assessment for these periods will end on March 31, 2010.

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.

Item 8.01 Other Events.

On July 30, 2008, the Issuers issued a press release announcing the pricing of the offering of the 2014 Notes. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 8.01 Other Events.

In accordance with Internal Revenue Service Regulation Section 301.6223(g)-1(b)(1)(v), the Tax Matters Partner (TMP) of Ferrellgas Partners, LP is hereby notifying its partners that as TMP it has signed IRS Form 872-P Consent to Extend the Time to Assess Tax Attributable to Partnership Items for the period ended December 31, 2004. The period of assessment for this period will end on June 30, 2009.

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.

Item 8.01 Other Events.

In accordance with Internal Revenue Service Regulation Section 301.6223(g)-1(b)(1)(v), the Tax Matters Partner (TMP) of Ferrellgas Partners, LP is hereby notifying its partners that as TMP it has signed IRS Form 872-P Consent to Extend the Time to Assess Tax Attributable to Partnership Items for the period ended December 31, 2004. The period of assessment for this period will end on June 30, 2009.

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.

Item 8.01 Other Events.

The information included in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.

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.

Exhibit Index

Item 8.01 Other Events.

On August 29, 2006, Ferrellgas Partners, L.P. (the "Partnership") issued 1,891,893 common units (the "Issued Units") representing limited partner interests in the Partnership to Ferrell Companies, Inc. ("FCI"), an affiliate of the Partnership that owns 100% of the general partner of the Partnership. The Issued Units were registered and issued pursuant to the Partnership’s Direct Investment Plan (the "DIP") contained in the Partnership’s registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on March 10, 2006, and the related final prospectus filed with the SEC on March 24, 2006.

Pursuant to the waiver mechanism set forth in the DIP, the Partnership waived the maximum investment amount of $10,000 and approved FCI’s optional cash investment of $44,100,026. The Partnership issued the Issued Units without a discount, at a price equal to the average market price of the Common Units calculated over a specified pricing period.

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.

Item 8.01 Other Events.

On March 28, 2006, Billy D. Prim, a member of the Board of Directors and Special Advisor to the Chief Executive Officer of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. (the "Partnership"), adopted a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Exchange Act"). The pre-arranged trading plan was adopted to allow Mr. Prim to sell up to 340,000 common units representing limited partner interests in the Partnership, through July 31, 2006. Mr. Prim is required to publicly disclose any transactions under this plan pursuant to Section 16(a) of the Exchange Act through Form 4 filings with the Securities and Exchange Commission.

Rule 10b5-1 allows persons who are not aware at the time of entering a Rule 10b5-1 plan of material, non-public information to adopt written, pre-arranged trading plans. Individuals may use these plans to diversify their investment portfolios over time. The Partnership does not undertake to report Rule 10b5-1 plans that may be adopted by any of its executive officers or directors in the future, or to report any modifications or termination of any publicly announced plan, except to the extent required by law.

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.

Item 8.01 Other Events.

On August 22, 2005, the board of directors of Ferrellgas, Inc., the general partner of Ferrellgas Partners and Ferrellgas, L.P., declared a fourth quarter cash distribution of $0.50 per partnership common unit of Ferrellgas Partners. The distribution is payable September 14, 2005, to common unit holders of record as of September 1, 2005. The distribution covers the period from May 1, 2005 to July 31, 2005, the end of the partnership’s fourth quarter of our fiscal year 2005. Ferrellgas’ annualized distribution is currently $2.00 per common unit.

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.