FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-21322
PROSPECTUS SUPPLEMENT TO PROSPECTUS
DATED OCTOBER 12, 1999
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 12, 1999)
1,058,134 SHARES
LOUIS DREYFUS NATURAL GAS CORP.
COMMON STOCK
----------------
This Prospectus Supplement relates to up to 1,058,134 shares of the
common stock of Louis Dreyfus Natural Gas Corp. (the "Common Stock ") that
may be offered and sold from time to time by the Selling Stockholders
described in this Prospectus Supplement. The Selling Stockholders may
acquire the shares of Common Stock offered pursuant to this Prospectus
Supplement upon the exercise of outstanding warrants.
The Selling Stockholders may offer the shares of Common Stock through
public or private transactions, on the New York Stock Exchange, at prevailing
market prices, or privately negotiated prices. See "Plan of Distribution."
We will not receive any proceeds from the sale of the shares of Common Stock
by the Selling Stockholders.
Our Common Stock is listed on the New York Stock Exchange under the
symbol "LD." The last reported sale price of the Common Stock on the New
York Stock Exchange on November 1, 2000 was $33.00 per share.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Prospectus Supplement or the accompanying Prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
----------------
The date of this Prospectus Supplement is November 2, 2000.
You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement or the accompanying Prospectus. We
have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information contained in this
Prospectus Supplement or the accompanying Prospectus is accurate as of any
date other than the date on the front of those documents.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
Louis Dreyfus Natural Gas Corp...............................................S-3
Use of Proceeds..............................................................S-3
Selling Stockholders.........................................................S-3
Plan of Distribution.........................................................S-4
Legal Matters................................................................S-4
PROSPECTUS
PAGE
About this Prospectus..........................................................2
Certain Forward-Looking Statements.............................................3
Louis Dreyfus Natural Gas Corp.................................................3
The Trusts.....................................................................3
Use of Proceeds................................................................4
Ratio of Earnings to Fixed Charges.............................................4
Description of the Securities We May Offer.....................................5
Description of Common Stock....................................................7
Description of Preferred Stock.................................................8
Description of Debt Securities.................................................9
Description of the Trust Preferred Securities.................................20
Description of the Trust Preferred Securities Guarantee.......................27
Relationship among the Trust Preferred Securities, the Trust Preferred
Securities Guarantee and the Subordinated Debt Securities Held
by the Trust..........................................................29
Plan of Distribution..........................................................30
Validity of Offered Securities................................................31
Experts.......................................................................31
Where You Can Find More Information...........................................32
Incorporation by Reference....................................................32
S-2
LOUIS DREYFUS NATURAL GAS CORP.
Louis Dreyfus Natural Gas Corp. is one of the largest independent
natural gas companies in the United States and is engaged in the development,
exploration, acquisition, production and marketing of natural gas and crude
oil. Our principal executive office is located at 14000 Quail Springs
Parkway, Suite 600, Oklahoma City, Oklahoma 73134, and our telephone number
is (405) 749-1300.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of Common
Stock offered by the Selling Stockholders pursuant to this Prospectus
Supplement. The Selling Stockholders will remit to us the exercise price of
the warrants in connection with an exercise of such securities (other than
cashless exercises). We will use the proceeds from such warrant exercises,
if any, for working capital purposes.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock beneficially owned by each Selling
Stockholder as of November 1, 2000 (including the shares issuable upon
exercise of outstanding warrants), and the number of shares of Common Stock
which may be offered for sale pursuant to this Prospectus Supplement by each
Selling Stockholder. Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the "Securities Act"), this Prospectus Supplement also
relates to the shares of Common Stock issuable in respect to adjustments to
the warrants by reason of stock splits, stock dividends and other similar
transactions in the Common Stock. The shares may be offered from time to
time by each Selling Stockholder named below. See "Plan of Distribution."
However, the Selling Stockholders are under no obligation to sell all or any
portion of the shares of Common Stock offered hereby, nor is any Selling
Stockholder obligated to sell such shares of Common Stock immediately under
this Prospectus Supplement. Because the Selling Stockholders may sell all or
part of the shares of Common Stock offered hereby, no estimate can be given
as to the number of shares of Common Stock that will be held by each Selling
Stockholder upon termination of any offering made hereby.
Shares Beneficially Shares Beneficially
Owned Prior to Owned After
Offering Offering
------------------- -------------------
Shares
Name Number Percent Offered Number Percent
- ---- ------ ------- ------- ------ -------
State Street Bank & Trust, as Trustee for the
Textron Master Trust 438,370 1% 438,370 -0- --
John Hancock Mutual Life Insurance Company 302,324 * 302,324 -0- --
MassMutual Life Insurance Company 166,278 * 166,278 -0- --
MassMutual Corporate Investors 90,697 * 90,697 -0- --
MassMutual Participation Investors 45,349 * 45,349 -0- --
Balboa Life Insurance Company 7,558 * 7,558 -0- --
Balboa Insurance Company 7,558 * 7,558 -0- --
_______________________
* Less than 1%
S-3
PLAN OF DISTRIBUTION
The shares of Common Stock are being offered on behalf of each of the
Selling Stockholders and we will not receive any proceeds from the Offering.
The shares of Common Stock may be sold or distributed from time to time by
each Selling Stockholder, or by pledgees, donees or transferees of, or other
successors in interest to, each Selling Stockholder, directly to one or more
purchasers (including pledgees) or through brokers, dealers, agents or
underwriters who may act solely as agent or may acquire such shares as
principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be subject to change. The sale of the shares of Common
Stock may be effected in one or more of the following methods: (i) ordinary
brokers' transactions, which may include long or short sales; (ii)
transactions involving cross or block trades or otherwise on the New York
Stock Exchange; (iii) purchases by brokers, dealers or underwriters as
principal and resale by such purchasers for their own accounts pursuant to
this Prospectus Supplement; (iv) "at the market" to or through market makers
or into established trading markets, including direct sales to purchasers or
sales effected through agents; (v) or any other exchange on which the Common
Stock is listed (including any over-the-counter listing service); (vi) any
combination of the foregoing, or by any other legally available means. In
addition, each Selling Stockholder or its successor in interest may enter
into hedging transactions with broker-dealers who may engage in short sales
of shares of Common Stock in the course of hedging the position they assume
with such Selling Stockholder. Each Selling Stockholder or its successor in
interest may also enter into option or other transactions with broker-dealers
that require the delivery by such broker-dealers of the shares of Common
Stock, which shares of Common Stock may be resold thereafter pursuant to this
Prospectus Supplement. There can be no assurance that all or any of the
shares of Common Stock will be issued to, or sold by, each Selling
Stockholder.
Brokers, dealers, underwriters or agents participating in the sale of
the shares of Common Stock as agents may receive compensation in the form of
commissions, discounts or concessions from each Selling Stockholder and/or
purchasers of the Common Stock for whom such broker-dealers may act as agent,
or to whom they may sell as principal, or both (which compensation to a
particular broker-dealer may be less than or in excess of customary
commissions). Each Selling Stockholder and any broker-dealers or other
persons who act in connection with the sale of the Common Stock hereunder may
be deemed to be "underwriters" within the meaning of the Securities Act, and
any commission they receive and proceeds of any sale of such shares may be
deemed to be underwriting discounts and commissions under the Securities Act.
Neither we nor any of the Selling Stockholders can presently estimate the
amount of such compensation. We know of no existing arrangements between any
Selling Stockholders and any other stockholders, broker, dealer, underwriter
or agent relating to the sale or distribution of the shares of Common Stock.
A Selling Stockholder may decide not to sell any shares. We cannot
assure you that any Selling Stockholder will use this Prospectus Supplement
to sell any or all of the shares of Common Stock. Any shares covered by this
Prospectus Supplement which qualify for sale pursuant to Rule 144 or Rule
144A of the Securities Act may be sold under Rule 144 or Rule 144A rather
than pursuant to this Prospectus Supplement. In addition, a Selling
Stockholder may transfer, devise or gift the shares by other means not
described in this Prospectus Supplement.
Each Selling Stockholder and any other persons participating in the sale
or distribution of the Common Stock will be subject to applicable provisions
of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, which provisions may limit the timing of purchases and sales of
any of the Common Stock by any Selling Stockholder or any other such persons.
The foregoing may affect the marketability of the Common Stock.
We will pay substantially all of the expenses incident to the
registration, offering and sale of the Common Stock to the public other than
commissions or discounts of underwriters, broker-dealers or agents. We have
also agreed to indemnify each Selling Stockholder and certain related persons
against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
Crowe & Dulevy, A Professional Corporation, Oklahoma City, Oklahoma, as
our counsel, has issued an opinion for us regarding the validity of the
shares of Common Stock offered by this Prospectus Supplement and the
accompanying Prospectus.
S-4