1
==============================================================================
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 17, 2001
Commission File Number 1-12480
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.)
=============================================================================
2
LOUIS DREYFUS NATURAL GAS CORP.
FORM 8-K
SEPTEMBER 17, 2001
ITEM 5 - OTHER EVENTS
On September 17, 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 Amendment No. 1 to Agreement and Plan of Merger providing for the
creation of a new direct wholly owned subsidiary of Dominion Resources, Inc.
("Newco") for purposes of accomplishing the proposed merger with Louis Dreyfus
Natural Gas Corp. The merger agreement had previously provided for Louis
Dreyfus Natural Gas Corp. to be merged with and into Consolidated Natural Gas
Company. Amendment No. 1 also amended Sections 8.4 and 8.5 of the Agreement
and Plan of Merger to eliminate references to Section 1090.3 of the Oklahoma
General Corporation Act which were not applicable to the transaction.
The foregoing description is qualified in its entirety by the Agreement
and Plan of Merger dated September 9, 2001 (filed as Exhibit 2.1 to Form 8-K
dated September 9, 2001) incorporated herein by reference, and by Amendment
No. 1 to Agreement and Plan of Merger dated September 17, 2001, a copy of
which is annexed hereto as Exhibit 2.1.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Amendment No. 1 to 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 17, 2001.
3
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 24, 2001 By: /s/ Jeffrey A. Bonney
-------------------------------
Jeffrey A. Bonney
Executive Vice President and
Chief Financial Officer