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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 24, 1997
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LOUIS DREYFUS NATURAL GAS CORP.
(Exact name of Registrant as specified in its charter)
OKLAHOMA 1-12480 73-1098614
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification
Number)
14000 QUAIL SPRINGS PARKWAY
SUITE 600 73134-2600
OKLAHOMA CITY, OKLAHOMA (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (405) 749-1300
NOT APPLICABLE
(former address if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 24, 1997, Louis Dreyfus Natural Gas Corp. ("LDNG") entered
into an Agreement and Plan of Reorganization (the "Merger Agreement") with
American Exploration Company ("American"), a Delaware corporation, pursuant to
which American will, subject to the conditions and upon the terms stated
therein, merge with and into LDNG Acquisition, Inc., an Oklahoma corporation
and a wholly-owned subsidiary of LDNG ("Merger Sub"). Merger Sub will be the
surviving corporation in the Merger and shall thereafter change its name to
American Exploration Company. In accordance with the Merger Agreement, (i)
each share of American Common Stock shall be converted into the right to
receive 0.72 shares of LDNG Common Stock and $3.00 cash, and (ii) each share
of American Preferred Stock shall be converted into the right to receive one
share of LDNG Preferred Stock.
Consummation of the transactions 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
respective shareholders of each of LDNG and American. The Merger and the
transactions contemplated by the Merger Agreement will be submitted for
approval at meetings of the shareholders of American and LDNG that are
expected to take place in the third quarter of 1997. The Merger Agreement is
filed as Exhibit 2.1 hereto and its terms are incorporated herein by
reference.
Simultaneously with their execution and delivery of the Merger
Agreement, American, LDNG and Louis Dreyfus Natural Holdings Corp., the record
owner of 20,000,000 shares of LDNG common stock ("Shareholder"), entered into
a Shareholders Agreement whereby Shareholder agreed to vote in favor of the
Merger and each related matter recommended by the Board of Directors of LDNG.
A copy of the Shareholder Agreement is filed as Exhibit 2.2 hereto and its
terms are incorporated herein by reference.
In connection with the Merger Agreement, LDNG entered into employment
or retention agreements with certain members of the management of American
which will become effective when the Merger is consummated. Such agreements
are filed as Exhibits hereto and are incorporated herein by reference.
A copy of the press release, dated June 24, 1997, issued by LDNG and
American relating to the Merger is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS TITLE
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2.1 Agreement and Plan of Reorganization dated as of June 24,
1997 among Louis Dreyfus Natural Gas Corp., LDNG
Acquisition, Inc. and American Exploration Company.
(Incorporated by reference to Exhibit 10.1 to Form 8-K
dated June 24, 1997, of American Exploration Company.)
2.2 Shareholders Agreement dated as of June 24, 1997 by and
among American Exploration Company, Louis Dreyfus Natural
Gas Corp. and Louis Dreyfus Holdings Corp. (Incorporated
by reference to Exhibit 10.2 to Form 8-K dated June 24,
1997, of American Exploration Company.)
10.3 Employment Agreement, dated as of June 24, 1997, between
LDNG and Mark Andrews. (Incorporated by reference to
Exhibit 10.3 to Form 8-K dated June 24, 1997, of American
Exploration Company.)
10.4 Retention Agreement, dated as of June 24, 1997, between
LDNG and Elliott Pew. (Incorporated by reference to
Exhibit 10.4 to Form 8-K dated June 24, 1997, of American
Exploration Company.)
10.5 Retention Agreement, dated as of June 24, 1997, between
LDNG and T. Frank Murphy. (Incorporated by reference to
Exhibit 10.5 to Form 8-K dated June 24, 1997, of American
Exploration Company.)
10.6 Retention Agreement, dated as of June 24, 1997, between
LDNG and Cindy L. Gerow. (Incorporated by reference to
Exhibit 10.6 to Form 8-K dated June 24, 1997, of American
Exploration Company.)
10.7 Retention Agreement, dated as of June 24, 1997, between
LDNG and John M. Hogan. (Incorporated by reference to
Exhibit 10.7 to Form 8-K dated June 24, 1997, of American
Exploration Company.)
99.1 Press release issued on June 24, 1997 relating to the
Merger Agreement. (Incorporated by reference to Exhibit
99.1 to Form 8-K dated June 24, 1997, of American
Exploration Company.)
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.
By:/s/ Jeffrey A. Bonney
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Jeffrey A. Bonney, Vice President and
Chief Accounting Officer
Date: July 3, 1997
