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): October 14, 1997
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.)
ITEM 5 -- ACQUISITION OR DISPOSITION OF ASSETS
On October 14, 1997, at special meetings (the "Special Meetings") of the
respective stockholders of Louis Dreyfus Natural Gas Corp., an Oklahoma
corporation ("LDNG"), and American Exploration Company, a Delaware corporation
("American"), the shareholders of each company approved the merger of American
with and into LDNG (the "Merger") pursuant to the Agreement and Plan of
Reorganization, dated as of June 24, 1997, as amended, between American and
LDNG (the "Merger Agreement"). Immediately following the Special Meetings, on
October 14, 1997, the Merger was consummated and American was merged with and
into LDNG, with LDNG surviving the Merger.
Information concerning the closing of the Merger is contained in the
October 14, 1997 press release by LDNG, a copy of which is filed herewith as
Exhibit 99.1 and incorporated herein by reference. The Merger Agreement is
incorporated herein by reference from Annex A to the Joint Proxy
Statement/Prospectus filed by LDNG with the Securities and Exchange Commission
(the "Commission") on September 12, 1997 pursuant to Rule 424(b)(3) under the
Securities Act of 1933 (the "Joint Proxy Statement/Prospectus") relating to
LDNG's Registration Statement on Form S-4 (Registration No. 333-34849), filed
with the Commission on September 3, 1997, and declared effective by the
Commission on September 10, 1997 (the "Registration Statement").
Descriptions of the Merger and the Merger Agreement, including
information required by this Item 2, are contained in the Joint Proxy
Statement/Prospectus, the text of which is incorporated herein by reference.
ITEM 5 -- OTHER EVENTS
On October 14, 1997, in connection with the Merger, LDNG entered into a
new senior bank credit facility with a group of lenders (the "Bank Credit
Facility") that provides for an unsecured committed line of credit of $550
million, which terminates on October 14, 2002. The prior bank credit
agreements of American and LDNG and certain other indebtedness and expenses
incurred in connection with the Merger were paid in full following the Merger
utilizing proceeds of initial borrowings against the new Bank Credit Facility
of $384 million.
Availability of loans under the Bank Credit Facility is not subject to a
borrowing base requirement unless LDNG's long-term senior unsecured debt is
rated less than BBB- by Standard & Poor's Ratings Services and less than Baa3
by Moody's Investors Service and the majority in interest of the lenders elect
to implement a borrowing base requirement. The Bank Credit Facility limits
the amount of LDNG's Debt (as defined therein) to $700 million of which no
more than $625 million may be Senior Debt (as defined therein), prohibits LDNG
from granting any liens or mortgages on its properties (subject to certain
exceptions) and requires that LDNG maintain certain financial tests. As of
October 15, 1997, the Bank Credit Facility had an effective interest rate for
borrowings of 5.93% per annum, after giving effect to interest rate swaps. A
copy of the Bank Credit Facility is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
ITEM 7 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item 7 for American are
incorporated by reference into the Joint Proxy Statement/Prospectus
as set forth therein, and such financial statements are incorporated
herein by reference from the Joint Proxy Statement/Prospectus.
(b) Pro Forma Financial Information.
The pro forma information required by this Item 7 in connection with
the Merger are set forth in the Joint Proxy Statement/Prospectus,
the text of which is incorporated herein by reference.
(c) Exhibits.
Exhibit
No. Description
-- -----------
2.1 Agreement and Plan of Reorganization dated as of June 24, 1997, as
amended, between LDNG and American (Incorporated herein by reference
to Annex A to LDNG's Joint Proxy Statement/Prospectus filed with the
Securities and Exchange Commission on September 12, 1997 pursuant to
Rule 424(b)(3) relating to LDNG's Registration Statement on Form S-4,
Registration No. 333-34849).
10.1 Credit Agreement dated as of October 14, 1997 among LDNG, as Borrower,
Bank of Montreal, as Administrative Agent, Chase Manhattan Bank, as
Syndication Agent, NationsBank of Texas, N.A., as Documentation Agent,
and certain other lenders signatory thereto.
99.1 Press release dated October 14, 1997.
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.
LOUIS DREYFUS NATURAL GAS CORP.
Date: October 17, 1997 By: /s/ Jeffrey A. Bonney
-------------------------------------------
Jeffrey A. Bonney
Vice President and Chief Accounting Officer
INDEX TO EXHIBITS
Exhibit
No. Description
-- -----------
2.1 Agreement and Plan of Reorganization dated as of June 24, 1997, as
amended, between LDNG and American (Incorporated herein by reference to
Annex A to LDNG's Joint Proxy Statement/Prospectus filed with the
Securities and Exchange Commission on September 12, 1997 pursuant to
Rule 424(b)(3) relating to LDNG's Registration Statement on Form S-4,
Registration No. 333-34849).
10.1 Credit Agreement dated as of October 14, 1997 among LDNG, as Borrower,
Bank of Montreal, as Administrative Agent, Chase Manhattan Bank, as
Syndication Agent, NationsBank of Texas, N.A., as Documentation Agent,
and certain other lenders signatory thereto.
99.1 Press Release dated October 14, 1997.