<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LOUIS DREYFUS NATURAL GAS CORP.
(Name of Registrant as specified in its charter)
Oklahoma 73-1098614
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14000 QUAIL SPRINGS PARKWAY, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73134
(405) 749-1300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
-------------------------------------
LOUIS DREYFUS NATURAL GAS CORP. STOCK OPTION PLAN
(Full title of the plan)
JEFFREY A. BONNEY
14000 QUAIL SPRINGS PARKWAY, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73134
(405) 749-1300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
J. Bradford Hammond, Esq.
Crowe & Dunlevy, A Professional Corporation
500 Kennedy Building
321 South Boston
Tulsa, Oklahoma 74103-3133
(918) 592-9800
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<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 1,000,000 $ 17.44 $17,437,500 $5,285
=================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the
registration fee. A total of 1,000,000 additional shares have been reserved under the
Registrant's Stock Option Plan and are being registered hereby. The proposed maximum
aggregate offering price has been calculated based on the average of the high and low sales
prices of the Common Stock as reported on the New York Stock Exchange for June 19, 1997,
which average price was $17.44 per share.
</TABLE>
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-92724) relating to the Louis Dreyfus Natural Gas Corp. Stock Option
Plan (the "Plan") are incorporated herein by reference. On February 6, 1997
the Board of Directors authorized and on May 20, 1997 the shareholders of the
Registrant approved the amendment and restatement of the Plan, in part, to
increase the number of shares of Common Stock issuable pursuant to the Plan by
1,000,000 shares for a total of 2,000,000 shares. This Registration Statement
has been filed in accordance with General Instruction E to Form S-8 for the
purpose of registering the offer and sale of such 1,000,000 additional shares
of Common Stock that may be issued or sold by the Registrant in connection
with the Plan.
For a list of exhibits filed as part of this Registration Statement, see
the Exhibit Index hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Oklahoma City, State of Oklahoma on
June 24, 1997.
LOUIS DREYFUS NATURAL GAS CORP.
BY: /s/ Jeffrey A. Bonney
----------------------------------
Jeffrey A. Bonney
Vice President and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
<PAGE> 3
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Name Position Date
------ ---------- ------
<C> <C> <C>
Mark E. Monroe * President, Chief Executive Officer and June 24, 1997
- ----------------------- Director (principal executive officer)
Mark E. Monroe
Richard E. Bross * Executive Vice President and Director June 24, 1997
- -----------------------
Richard E. Bross
/s/ Jeffrey A. Bonney Vice President and Chief Accounting June 24, 1997
- ----------------------- Officer (principal accounting and
Jeffrey A. Bonney financial officer)
Simon B. Rich, Jr. * Chairman of the Board of Directors June 24, 1997
- -----------------------
Simon B. Rich, Jr.
Daniel R. Finn, Jr. * Director June 24, 1997
- -----------------------
Daniel R. Finn, Jr.
John J. Hogan, Jr. * Director June 24, 1997
- -----------------------
John J. Hogan, Jr.
James R. Paul * Director June 24, 1997
- -----------------------
James R. Paul
James T. Rodgers, III * Director June 24, 1997
- -----------------------
James T. Rodgers, III
*By: /s/ Jeffrey A. Bonney
Jeffrey A. Bonney
Attorney in Fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
-----------------
EXHIBIT
NO. DESCRIPTION
--- -----------
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation,
on legality of securities.
23.1 Consent of Ernst & Young.
23.2 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney.
<PAGE>
<PAGE> 1
Exhibit 5.1
June 24, 1997
Louis Dreyfus Natural Gas Corp.
14000 Quail Springs Parkway, Suite 600
Oklahoma City, Oklahoma 73134
Re: Louis Dreyfus Natural Gas Corp. - Registration Statement on
Form S-8 Relating to 1,000,000 Additional Shares of Common
Stock in Connection with the Louis Dreyfus Natural Gas Corp.
Stock Option Plan
Ladies and Gentlemen:
On February 6, 1997 the Board of Directors of Louis Dreyfus Natural Gas
Corp. (the "Company") authorized and on May 20, 1997 the shareholders of the
Company approved the amendment and restatement of the Company's Stock Option
Plan (the "Plan"), in part, to increase the number of shares of common stock,
$0.01 par value per share ("Common Stock"), of the Company issuable pursuant
to the Plan by 1,000,000 shares (the "Additional Shares") for a total of
2,000,000 shares.
You have requested our advice with respect to the legality of the
Additional Shares issuable upon exercise of options that may be granted
pursuant to the Plan.
We have examined, and are familiar with, the originals or copies, the
authenticity of which have been established to our satisfaction, of all
documents and other instruments we have deemed necessary to express the
opinions hereinafter set forth. We have assumed the accuracy and completeness
of such documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is
our opinion that the 1,000,000 Additional Shares that may be issued pursuant
to options granted under the Plan will, upon payment therefor and delivery
thereof in accordance with the Plan, be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement and to the reference to this firm in
the Registration Statement and the related Prospectuses under the heading
"Legal Matters."
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By:/s/ J. Bradford Hammond
---------------------------
J. Bradford Hammond
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 333-_______) pertaining to the Louis Dreyfus Natural Gas Corp.
Stock Option Plan and in the related Prospectus (not included herein)
of our report dated January 31, 1997, except for the second paragraph of Note
13, as to which the date is March 10, 1997, with respect to the consolidated
financial statements and schedule of Louis Dreyfus Natural Gas Corp. included
in the Annual Report on Form 10-K, as amended, of Louis Dreyfus Natural Gas
Corp. for the year ended December 31, 1996. We also consent to the reference
to our firm under the caption "Experts" in the related Prospectus (not
included herein).
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
June 20, 1997
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the "Corporation") relating
to 1,000,000 additional shares reserved for issuance pursuant to the Stock
Option Plan of the Corporation, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 20 day of June, 1997.
By: /s/ Richard E. Bross
-------------------------------
Richard E. Bross, Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the "Corporation") relating
to 1,000,000 additional shares reserved for issuance pursuant to the Stock
Option Plan of the Corporation, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 20 day of June, 1997.
By: /s/ Mark E. Monroe
------------------------------
Mark E. Monroe, President,
Chief Executive Officer and Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the "Corporation") relating
to 1,000,000 additional shares reserved for issuance pursuant to the Stock
Option Plan of the Corporation, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 20 day of June, 1997.
By: /s/ James T. Rodgers, III
-------------------------------
James T. Rodgers, III, Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the "Corporation") relating
to 1,000,000 additional shares reserved for issuance pursuant to the Stock
Option Plan of the Corporation, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 20 day of June, 1997.
By: /s/ Simon B. Rich, Jr.
-------------------------------
Simon B. Rich, Jr., Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the "Corporation") relating
to 1,000,000 additional shares reserved for issuance pursuant to the Stock
Option Plan of the Corporation, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 20 day of June, 1997.
By: /s/ Daniel R. Finn
-------------------------------
Daniel R. Finn, Jr., Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the "Corporation") relating
to 1,000,000 additional shares reserved for issuance pursuant to the Stock
Option Plan of the Corporation, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 20 day of June, 1997.
By: /s/ John J. Hogan, Jr.
-------------------------------
John J. Hogan, Jr., Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the "Corporation") relating
to 1,000,000 additional shares reserved for issuance pursuant to the Stock
Option Plan of the Corporation, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 20 day of June, 1997.
By: /s/ James R. Paul
-------------------------------
James R. Paul, Director
