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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): September 9, 2001
Commission File Number 1-12480
[Logo] LOUIS DREYFUS NATURAL GAS CORP.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1098614
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
14000 Quail Springs Parkway, Suite 600
Oklahoma City, Oklahoma 73134
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (405) 749-1300
NONE
(Former name, former address and former fiscal year, if changed since last
report.)
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LOUIS DREYFUS NATURAL GAS CORP.
Form 8-K
September 9, 2001
ITEM 5 OTHER EVENTS
On September 9, 2001, Dominion Resources, Inc., a Virginia corporation,
its wholly-owned subsidiary Consolidated Natural Gas Company, a Delaware
corporation, and Louis Dreyfus Natural Gas Corp., an Oklahoma corporation,
executed an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Louis Dreyfus Natural Gas Corp., with and into Consolidated
Natural Gas Company ("the Merger"). Pursuant to the Merger, $20.00 and .3226
of a share of common stock of Dominion Resources, Inc. will be exchanged for
each outstanding share of common stock of Louis Dreyfus Natural Gas Corp. In
connection with the transaction, Louis Dreyfus Natural Gas Corp. has agreed to
sell 48 billion cubic feet of natural gas to Dominion Resources, Inc. in
calendar 2002 at prevailing natural gas prices in the futures market. A copy
of a joint press release describing the transaction is annexed hereto as
Exhibit 99.1.
The foregoing description is qualified in its entirety by reference to
the Merger Agreement, a copy of which is annexed hereto as Exhibit 2.1.
Consummation of the transaction contemplated in the Merger Agreement is
subject to the terms and conditions contained in the Merger Agreement,
including, among other things, the receipt of approval of the Merger by the
shareholders of Louis Dreyfus Natural Gas Corp. The Merger will be submitted
for approval at a meeting of the shareholders of Louis Dreyfus Natural Gas
Corp. expected to take place in the fourth quarter of 2001.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger by and among Dominion
Resources, Inc., Consolidated Natural Gas Company and Louis
Dreyfus Natural Gas Corp. dated as of September 9, 2001.
2.2 Principal Shareholders Agreement dated as of September 9,
2001 by and among Dominion Resources, Inc., Louis Dreyfus
Commercial Activities Inc., Louis Dreyfus Natural Gas
Holdings Corp., and L.D. Fashions Holdings Corp.
10.1 Agreement between Louis Dreyfus Natural Gas Corp. and
Dominion Exploration & Production, Inc. for the Purchase and
Sale of Natural Gas dated September 9, 2001.
99.1 News release announcing the pending merger of Louis Dreyfus
Natural Gas Corp. with and into Dominion Resources, Inc.
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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 thereunto duly authorized.
LOUIS DREYFUS NATURAL GAS CORP.
Date: September 11, 2001 By: /s/ Jeffrey A. Bonney
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Jeffrey A. Bonney
Executive Vice President and
Chief Financial Officer