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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Louis Dreyfus Natural Gas Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
546011 10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
Andrew J. Connelly, Esq., General Counsel, Louis Dreyfus Holding Company Inc.
10 Westport Road, Wilton, CT 06897-0810, (203) 761-8444
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 9, 1998
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 546011 10 7
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A. Louis Dreyfus et Cie.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 20,710,000 shares
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,710,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,710,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 546011 10 7
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Dreyfus Holding Company Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 20,710,000 shares
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,710,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,710,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 546011 10 7
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Dreyfus Commercial Activities Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 20,651,000 shares
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,651,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,651,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 546011 10 7
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Dreyfus Natural Gas Holdings Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 11,000,000 shares
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,000,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 546011 10 7
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.D. Fashions Services Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9,000,000 shares
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,000,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 546011 10 7
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.D. Fashions Holdings Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9,000,000 shares
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,000,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
This Amendment No. 3 to the Schedule 13D of the Louis Dreyfus Group
(as defined below), dated December 6, 1994, as amended (the "Schedule 13D"), in
respect of shares of Common Stock, par value $.01 per share, of Louis Dreyfus
Natural Gas Corp., amends and restates the Schedule 13D to read in its entirety
as set forth below.
ITEM 1. SECURITY AND ISSUER
- ------- -------------------
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Louis Dreyfus Natural Gas Corp., an Oklahoma
corporation (the "Issuer"), which has its principal executive offices at 14000
Quail Springs Parkway, Suite 600, Oklahoma City, Oklahoma 73134.
ITEM 2. IDENTITY AND BACKGROUND
- ------- -----------------------
This Statement is filed by S.A. Louis Dreyfus et Cie., a corporation
organized under the laws of France ("SALD"), Louis Dreyfus Holding Company Inc.,
a Delaware corporation ("LDHC"), Louis Dreyfus Commercial Activities Inc., a
Delaware corporation ("LDCA"), Louis Dreyfus Natural Gas Holdings Corp., a
Delaware corporation ("NGHC"), L.D. Fashions Services Inc., a Connecticut
corporation ("LDFS"), and L.D. Fashions Holdings Corp., a Delaware corporation
("LDFHC"). (SALD, LDHC, LDCA, NGHC, LDFS and LDFHC, collectively, are sometimes
referred to herein as the "Louis Dreyfus Group.")
SALD is a privately-held corporation engaged in various businesses,
including international merchandising and exporting of various commodities,
ownership and management of ocean vessels, real estate ownership, development
and management, manufacturing, and natural gas and petroleum product marketing.
SALD's principal business and office address is 87 Avenue de la Grande Armee,
75782 Paris, France.
LDHC is a wholly-owned subsidiary of SALD and is itself a holding
company of subsidiaries which engage principally in commodities trading and
merchandising and real estate activities. The principal business and office
address of LDHC is 10 Westport Road, Wilton, Connecticut 06897-0810.
LDCA is a wholly-owned subsidiary of LDHC and is a company which
holds interests in various other corporations. The principal business and office
address of LDCA is 10 Westport Road, Wilton, Connecticut 06897-0810.
NGHC is a wholly-owned subsidiary of LDCA and is engaged in the
business of holding certain of the shares of the Common Stock owned by the Louis
Dreyfus Group. The principal business and office address of NGHC is 3411
Silverside Road, Baynard Building, Suite 210E, Wilmington, Delaware 19810.
LDFS is a wholly-owned subsidiary of LDCA and is engaged in the
business of holding shares of LDFHC. The principal business and office address
of LDFS is 10 Westport Road, Wilton, Connecticut 06897-0810.
LDFHC is a wholly-owned subsidiary of LDFS and is engaged in the
business of holding shares of an operating subsidiary which is a licensor of
intangibles. The principal
8
<PAGE> 9
business and office address of LDFHC is 3411 Silverside Road, Baynard Building,
Suite 210E, Wilmington, Delaware 19801.
Information with respect to the executive officers and directors of
SALD, LDHC, LDCA, NGHC, LDFS and LDFHC, including (a) name, (b) business
address, (c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted and (d) citizenship, is listed on the Schedules attached
hereto as Annexes A, B, C, D, E and F, respectively, which are incorporated
herein by reference.
None of SALD, LDHC, LDCA, NGHC, LDFS or LDFHC, nor, to the best of
their knowledge, any executive officer or director of any of them, has during
the last five years been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ------- --------------------------------------------------
The Issuer's predecessor was acquired by the Louis Dreyfus Group on
July 18, l990, for $46.6 million provided from the Louis Dreyfus Group's general
corporate funds. Subsequent to 1990, the Louis Dreyfus Group acquired or
established other subsidiaries or affiliates to conduct various related oil and
gas acquisition and marketing activities. In November 1993, through various
intercompany mergers, the Issuer succeeded to certain of these businesses, with
NGHC owning 20,000,000 shares of the Common Stock, representing all of the
issued and outstanding shares of such Stock. In November 1993, the Issuer
completed an initial public offering of 7,800,000 shares of the Common Stock
(the "IPO") at a price of $18.00 per share. During the period from June 29, 1994
through November 21, 1994, NGHC purchased 590,500 additional shares of the
Common Stock on the open market for an aggregate of $8,344,725. The funds for
these purchases were provided from the general corporate funds of the Louis
Dreyfus Group.
On December 22, 1994, NGHC declared a dividend of 590,500 shares of
the Common Stock to its immediate parent corporation, LDCA. On December 29,
1994, 5,000 of these shares were transferred from NGHC to LDCA, and on January
1, 1995, the remaining 585,500 such shares were transferred from NGHC to LDCA.
During the period from December 27, 1994 through February 23, 1995,
LDCA purchased 39,500 additional shares of the Common Stock on the open market
for an aggregate of $462,875.00, and during the period from December 10, 1997
through December 16, 1997, LDCA purchased 21,000 additional shares of the Common
Stock on the open market for an aggregate of $408,812.50, bringing the total
number of shares of the Common Stock owned directly by LDCA to 651,000. In
addition, during the period from December 18, 1997 through January 7, 1998, LDHC
purchased 59,000 additional shares of the Common Stock on the open market for an
aggregate of $1,096,650.00. The funds for the above purchases were provided from
the general corporate funds of the Louis Dreyfus Group.
9
<PAGE> 10
On March 3, 1998, NGHC declared a dividend of 9,000,000 shares of
the Common Stock to its immediate parent corporation, LDCA, effective March 3,
1998. On March 5, 1998, LDCA contributed such 9,000,000 shares to its
subsidiary, LDFHC, as a capital contribution. On March 9, 1998, LDCA transferred
all of the issued and outstanding shares of LDFHC to LDCA's subsidiary, LDFS, as
a capital contribution. As a result, LDCA owns 651,000 shares of the Common
Stock directly, 11,000,000 shares of the Common Stock through NGHC and 9,000,000
shares of the Common Stock through LDFS and LDFHC.
ITEM 4. PURPOSE OF TRANSACTION
- ------- ----------------------
Until the IPO in November 1993, the Issuer was an indirect
wholly-owned subsidiary of SALD, and the Louis Dreyfus Group had the ability to
exercise control over the management and operations of the Issuer. The IPO
reduced the Louis Dreyfus Group's percentage ownership in the Issuer to
approximately 71.9%. During the period from June 29, 1994 through February 23,
1995, through the purchase of 630,000 additional shares of the Common Stock on
the open market, the Louis Dreyfus Group increased its percentage ownership to
approximately 74.2%.
In October 1997, in connection with the acquisition (the "American
Acquisition") by the Issuer of American Exploration Company ("American"), the
Issuer issued approximately 11,300,000 shares of the Common Stock to American's
shareholders. Such issuance reduced the Louis Dreyfus Group's percentage
ownership in the Issuer to approximately 52.7%. In addition, the Issuer issued
depository shares representing an interest in convertible preferred stock (the
"Convertible Stock") to certain of American's shareholders in connection with
the American Acquisition.
During the period from December 10, 1997 through December 30, 1997,
through the purchase of 70,000 additional shares of the Common Stock on the open
market, the Louis Dreyfus Group increased its percentage ownership in the Issuer
to approximately 52.9%. Effective December 31, 1997, 940,649 shares of the
Common Stock were issued upon conversion of shares of the Convertible Stock,
reducing the Louis Dreyfus Group's percentage ownership in the Issuer to
approximately 51.6%. The remaining shares of Convertible Stock have been
redeemed by the Issuer. During the period from January 5, 1998 to January 7,
1998, the Louis Dreyfus Group purchased 10,000 additional shares of the Common
Stock on the open market, resulting in a percentage ownership in the Issuer
equal to approximately 51.6%.
Five of the eleven directors of the Issuer are present or former
employees of SALD or its subsidiaries, and the Louis Dreyfus Group has
maintained the ability to control the outcome of matters upon which stockholders
of the Issuer vote.
In a press release dated February 7, 1997, the Issuer announced that
it had filed a registration statement (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") relating to the primary offering
by the Company of 2,750,000 shares of the Common Stock and the secondary
offering by the Louis Dreyfus Group of up to 3,575,000 shares of the Common
Stock. The Registration Statement has not been declared effective by the SEC,
and the Issuer and the Louis Dreyfus Group are not at this time pursuing the
offerings of Common Stock described in the Registration Statement.
10
<PAGE> 11
Subject to the arrangements described in Item 6 below, there is no
agreement between any member of the Louis Dreyfus Group and any other party,
including the Issuer, that would prevent the Louis Dreyfus Group from acquiring
or disposing of shares of the Common Stock. Depending upon market conditions,
financial considerations and other factors, the Louis Dreyfus Group may purchase
or sell additional shares of Common Stock, if appropriate opportunities to do so
are available, at such times as the Louis Dreyfus Group considers advisable.
The Issuer is considering a proposal to adopt a deferred stock plan
which would result in the acquisition by certain employees of the Issuer of
beneficial ownership of up to 55,000 shares of the Common Stock in substitution
for such employees' participation in a phantom stock plan sponsored by LDHC. In
the event such deferred stock plan is approved by the Issuer, LDHC intends to
take certain actions in connection with the phantom stock plan in order to
facilitate such substitution.
Subject to the foregoing, none of SALD, LDHC, LDCA, NGHC, LDFS or
LDFHC has any present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
11
<PAGE> 12
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ------- ------------------------------------
(a) As of the date hereof and subject to the arrangements described
in Item 6 below, NGHC is the direct beneficial owner of 11,000,000 shares of the
Common Stock, representing approximately 27.4% of the issued and outstanding
shares of the Common Stock. LDFHC is the direct beneficial owner of 9,000,000
shares of the Common Stock, representing approximately 22.4% of the issued and
outstanding shares of the Common Stock. LDFS is the indirect beneficial owner of
the 9,000,000 shares held by LDFHC, representing approximately 22.4% of the
issued and outstanding shares of the Common Stock. LDCA is the direct beneficial
owner of 651,000 shares of the Common Stock and the indirect beneficial owner of
the 11,000,000 shares held by NGHC and the 9,000,000 shares beneficially owned
by LDFS, for a total of 20,651,000 shares of the Common Stock, representing
approximately 51.5% of the issued and outstanding shares of Common Stock. LDHC
is the direct beneficial owner of 59,000 shares of the Common Stock and the
indirect beneficial owner of the 20,651,000 shares beneficially owned by LDCA,
for a total of 20,710,000 shares of the Common Stock, representing approximately
51.6% of the issued and outstanding shares of the Common Stock. SALD is the
indirect beneficial owner of the 20,710,000 shares of Common Stock beneficially
owned by LDHC, representing approximately 51.6% of the issued and outstanding
shares of the Common Stock.
Except as listed on the Schedule attached hereto as Annex G, which
is incorporated herein by reference, to the best knowledge of SALD, LDHC, LDCA,
NGHC, LDFS and LDFHC, none of their respective executive officers or directors
(i) beneficially owns any Common Stock (other than in his or her capacity as an
executive officer or director of such corporations) or (ii) has the right to
acquire any Common Stock.
(b) SALD and LDHC share the power to vote or to direct the vote and
the power to dispose or to direct the disposition of the 20,710,000 shares of
the Common Stock which they beneficially own. In addition, LDCA shares with SALD
and LDHC power to vote or to direct the vote and power to dispose or to direct
the disposition of 20,651,000 of such shares. NGHC also shares with SALD, LDHC
and LDCA power to vote or to direct the vote and power to dispose or to direct
the disposition of 11,000,000 of such shares; and LDFS and LDFHC share with
SALD, LDHC and LDCA power to vote or to direct the vote and power to dispose or
direct the disposition of 9,000,000 of such shares.
To the best knowledge of SALD, LDHC, LDCA, NGHC, LDFS and LDFHC,
none of their respective executive officers or directors has the power to vote
or to direct the vote or to dispose or to direct the disposition of any shares
of the Common Stock beneficially owned by such corporations (other than in his
or her capacity as an executive officer or director of such corporations).
Except as indicated in the footnotes to the Schedule attached hereto
as Annex G, which is incorporated herein by reference, to the best knowledge of
SALD, LDHC, LDCA, NGHC, LDFS and LDFHC, each of their respective executive
officers and directors has sole power to vote or to direct the vote or to
dispose or to direct the disposition of any shares of the Common Stock
beneficially owned by such executive officer or director.
12
<PAGE> 13
(c) No purchases or sales of the Common Stock have been made by the
Louis Dreyfus Group during the past 60 days.
To the best knowledge of SALD, LDHC, LDCA, NGHC, LDFS and LDFHC, no
executive officer or director of any of them has effected any transactions in
shares of the Common Stock during the past 60 days.
(d) Subject to the arrangements described in Item 6 below, to the
best knowledge of SALD, LDHC, LDCA, NGHC, LDFS and LDFHC, no other person has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of the Common Stock beneficially owned
by such corporations.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER
-------------------------------------------------------------
Except as described below and except for the Issuer's Stock Option
Plan, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among any of SALD, LDHC, LDCA, NGHC, LDFS or LDFHC or, to
the best of their knowledge, any executive officer or director of any of them
and any other person with respect to any securities of the Issuer, including any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any securities of the Issuer, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
In December 1994, 20,000,000 of the shares of the Common Stock then
owned by NGHC were pledged to a syndicate of French banks (the "Banks") to
secure loans made by the Banks to a member of the Louis Dreyfus Group. During
the period from April 1997 through January 1998, 9,000,000 of such shares were
released from such pledge. However, a default by the borrower under the terms of
the loans could result in the sale of all or a portion of the remaining
11,000,000 pledged shares and a change of control of the Issuer.
Pursuant to a Registration Rights Agreement dated as of November 9,
1993 between the Issuer and NGHC, the Louis Dreyfus Group is entitled to certain
rights to register 20,000,000 shares of the Common Stock. However, pursuant to
the Assignment and Assumption Agreement dated as of December 20, 1994 among SALD
and the Banks and the Subordinate Assignment and Assumption Agreement dated as
of December 27, 1995 among SALD and certain of the Banks, the Banks, as
pledgees, may become entitled to certain rights to register the pledged shares
of the Common Stock under certain circumstances.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- ------- --------------------------------
1. Written Agreement of SALD, LDHC, LDCA, NGHC, LDFS and LDFHC
relating to the filing of this Amendment as required by Rule 13d-l(f).
13
<PAGE> 14
2. Pledge Agreement dated as of December 23, 1994 among SALD,
Societe Generale, Banque Nationale de Paris, Credit Lyonnais, Caisse Centrale
des Banques Populaires, Banque Francaise du Commerce Exterieur, Caisse Nationale
de Credit Agricole, Credit Industriel et Commercial, Banque Indosuez and Credit
National.*
3. Subordinate Pledge Agreement dated as of December 27, 1995
among SALD, Societe Generale and Banque Nationale de Paris.**
4. Registration Rights Agreement dated as of November 9, 1993
between the Issuer and NGHC.**
5. Assignment and Assumption Agreement dated as of December 20, 1994
among SALD, Societe Generale, Banque Nationale de Paris, Credit Lyonnais, Caisse
Centrale des Banques Populaires, Banque Francaise du Commerce Exterieur, Caisse
Nationale de Credit Agricole, Credit Industriel et Commercial, Banque Indosuez
and Credit National.**
6. Subordinate Assignment and Assumption Agreement dated as of
December 27, 1995 among SALD, Societe General and Banque Nationale de Paris.**
- ----------
* Filed as an exhibit to Amendment No. 1 to the Schedule 13D of the Louis
Dreyfus Group dated January 1, 1995.
** Filed as an exhibit to Amendment No. 2 to the Schedule 13D of the Louis
Dreyfus Group dated February 18, 1997.
14
<PAGE> 15
SIGNATURE
- ---------
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
correct and complete.
S.A. Louis Dreyfus et Cie.
March 9, 1998 By: /s/ Gerard Louis-Dreyfus
-------------------------------------
Gerard Louis-Dreyfus
President
Louis Dreyfus Holding Company Inc.
March 9, 1998 By: /s/ Ernest F. Steiner
-------------------------------------
Ernest F. Steiner
Executive Vice President
Louis Dreyfus Commercial Activities Inc.
March 9, 1998 By: /s/ Ernest F. Steiner
-------------------------------------
Ernest F. Steiner
President
Louis Dreyfus Natural Gas Holdings Corp.
March 9, 1998 By: /s/ Connie S. Linhart
-------------------------------------
Connie S. Linhart
President and Treasurer
L.D. Fashions Services Inc.
March 9, 1998 By: /s/ Ernest F. Steiner
-------------------------------------
Ernest F. Steiner
President
L.D. Fashions Holdings Corp.
March 9, 1998 By: /s/ Connie S. Linhart
-------------------------------------
Connie S. Linhart
President and Treasurer
15
<PAGE> 16
ANNEX A
-------
S.A. LOUIS DREYFUS ET CIE. ("SALD")
Name and Business Address
(all business addresses are:
S.A. Louis Dreyfus et Cie.
87 Avenue de la Grande Armee
75782 Paris, France Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- --------------------------- ------------------------------- -----------
DIRECTORS
- ---------
Bernard Baldensperger Directeur General of SALD France
Claude Boquin Retired France
Jean Louis-Dreyfus Vice President/ France
Directeur General of SALD
Gerard Louis-Dreyfus Chairman/President/ U.S.A.
Louis Dreyfus Corporation Directeur General of SALD
405 Lexington Avenue
New York, New York 10174
Pierre Louis-Dreyfus Vice President/ France
Directeur General of SALD
Jean-Hubert Pietra Retired France
Jean Pinchon Retired France
Philippe Poirier D'Orsay Directeur General of Groupe France
Louis Dreyfus
Ernest F. Steiner Chief Financial Officer of U.S.A.
Louis Dreyfus Holding Groupe Louis Dreyfus
Company Inc.
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897
EXECUTIVE OFFICERS
(who are not Directors)
---------------------
Georges Gateff Directeur of SALD France
16
<PAGE> 17
ANNEX B
-------
LOUIS DREYFUS HOLDING COMPANY INC. ("LDHC")
Name and Business Address
(all business addresses are:
Louis Dreyfus Holding
Company Inc.
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- --------------------------- ------------------------------- -----------
DIRECTORS
- ---------
Daniel R. Finn, Jr. Chairman and Chief Executive U.S.A.
Officer of Louis Dreyfus
Energy Corp.
Gerard Louis-Dreyfus*
Simon B. Rich Vice Chairman and President U.S.A.
of LDHC
Ernest F. Steiner*
EXECUTIVE OFFICERS
(who are not Directors)
---------------------
Robert L. Aiken Vice President of LDHC U.S.A.
Andrew J. Connelly Vice President and General U.S.A.
Counsel of LDHC
Jerome F. Dubrowski Treasurer of LDHC U.S.A.
Jeffrey R. Gilman Vice President of LDHC U.S.A.
Deborah J. Neff Vice President and Associate U.S.A.
Counsel of LDHC
Hal Wolkin Vice President of LDHC U.S.A.
- ----------
* Individual's business address, present principal occupation and
citizenship are set forth in Annex A (SALD).
17
<PAGE> 18
ANNEX C
-------
LOUIS DREYFUS COMMERCIAL ACTIVITIES INC. ("LDCA")
Name and Business Address
(all business addresses are:
Louis Dreyfus Commercial
Activities Inc.
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- --------------------------- ------------------------------- -----------
DIRECTORS
- ---------
None -- Louis Dreyfus
Holding Company Inc. acts
as Management
EXECUTIVE OFFICERS
- ------------------
Jeffrey R. Gilman*
Peter B. Griffin President of Louis Dreyfus U.S.A.
Louis Dreyfus Corporation Corporation
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897
Ernest F. Steiner**
Hal Wolkin*
- ----------
* Individual's business address, present principal occupation and
citizenship are set forth in Annex B (LDHC).
** Individual's business address, present principal occupation and
citizenship are set forth in Annex A (SALD).
18
<PAGE> 19
ANNEX D
-------
LOUIS DREYFUS NATURAL GAS HOLDINGS CORP. ("NGHC")
Name and Business Address
(all business addresses are:
Louis Dreyfus Natural Gas
Holdings Corp.
3411 Silverside Road
Baynard Building, Suite
210E
Wilmington, Delaware 19810 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- --------------------------- ------------------------------- -----------
DIRECTORS
- ---------
Robert L. Bryant Business Consultant U.S.A.
2203 West 11th Street
Wilmington, Delaware 19805
Connie S. Linhart President and Treasurer of U.S.A.
NGHC
Fil E. Spizzirro Business Consultant U.S.A.
Daniel F. Lindley Attorney, Duane, Morris & U.S.A.
Duane, Morris & Heckscher Heckscher LLP, a law firm
LLP
1201 Market Street
Suite 1500
Wilmington, Delaware 19801
EXECUTIVE OFFICERS
(who are not Directors)
---------------------
None
19
<PAGE> 20
ANNEX E
-------
L.D. FASHIONS SERVICES INC. ("LDFS")
Name and Business Address
(all business addresses are:
L.D. Fashions Services Inc.
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- --------------------------- ------------------------------- -----------
DIRECTORS
- ---------
Jeffrey R. Gilman*
Ernest F. Steiner**
Hal Wolkin*
EXECUTIVE OFFICERS
(who are not Directors)
---------------------
None
- ----------
* Individual's business address, present principal occupation and
citizenship are set forth in Annex B (LDHC).
** Individual's business address, present principal occupation and
citizenship are set forth in Annex A (SALD).
20
<PAGE> 21
ANNEX F
-------
L.D. FASHIONS HOLDINGS CORP. ("LDFHC")
Name and Business Address
(all business addresses are:
L.D. Fashions Holdings Corp.
3411 Silverside Road
Baynard Building, Suite 210E
Wilmington, Delaware 19810 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- --------------------------- ------------------------------ -----------
DIRECTORS
- ---------
Robert L. Bryant*
Connie S. Linhart*
Fil E. Spizzirro*
EXECUTIVE OFFICERS
(who are not Directors)
---------------------
None
- ----------
* Individual's business address, present principal occupation and
citizenship are set forth in Annex D (NGHC).
21
<PAGE> 22
ANNEX G
-------
OWNERSHIP OF COMMON STOCK
-------------------------
<TABLE>
<CAPTION>
Percentage of Issued Transactions in the
and Outstanding Common Stock
Executive Officer Number of Shares Shares of Common During the Past 60
or Director Beneficially Owned* Stock Days
- -------------------- ------------------- -------------------- -------------------
<S> <C> <C> <C>
Daniel R. Finn, Jr. 15,000 shares** less than 0.1% None
Jeffrey R. Gilman 1,000 shares less than 0.1% None
Gerard Louis-Dreyfus 13,000 shares** less than 0.1% None
Simon B. Rich 139,600 shares*** Approximately 0.3% None
Ernest F. Steiner 13,600 shares**** less than 0.1% None
</TABLE>
- ----------
* Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, each of the executive officers and
directors named in this table has sole voting and investment power with respect
to the shares indicated as beneficially owned. Shares a person is deemed to
beneficially own by having a right to acquire by exercise of any option are
considered outstanding solely for purposes of calculating such person's
percentage ownership.
** Includes 10,000 shares which the named individual has the right to
acquire by exercise of currently exercisable stock options granted under the
Issuer's Stock Option Plan.
*** Includes 127,000 shares which Mr. Rich has the right to acquire by
exercise of currently exercisable stock options granted under the Issuer's Stock
Option Plan; includes 400 shares owned by Mr. Rich as custodian for two of his
children; includes 200 shares owned by one of Mr. Rich's children; includes
1,000 shares owned by Mr. Rich's wife.
**** Includes 6,000 shares which Mr. Steiner has the right to acquire by
exercise of currently exercisable stock options granted under the Issuer's Stock
Option Plan; includes 500 shares owned by Lodgepole Inc., a corporation
wholly-owned by Mr. Steiner and his wife.
22
<PAGE> 23
EXHIBIT INDEX
-------------
Exhibit
No. Document Page
- ------- ------------------------------------------------------- ----------
1 Written Agreement of SALD, LDHC, LDCA, NGHC, 24
LDFS and LDFHC relating to the filing of this
Amendment as required by Rule 13d-l(f).
2 Pledge Agreement dated as of December 23, 1994 *
among SALD, Societe Generale, Banque Nationale
de Paris, Credit Lyonnais, Caisse Centrale des
Banques Populaires, Banque Francaise du
Commerce Exterieur, Caisse Nationale de Credit
Agricole, Credit Industriel et Commercial,
Banque Indosuez and Credit National.
3 Subordinate Pledge Agreement dated as of **
December 27, 1995 among SALD, Societe Generale
and Banque Nationale de Paris.
4 Registration Rights Agreement dated as of **
November 9, 1993 between the Issuer and NGHC.
5 Assignment and Assumption Agreement dated as of **
December 20, 1994 among SALD, Societe Generale,
Banque Nationale de Paris, Credit Lyonnais,
Caisse Centrale des Banques Populaires, Banque
Francaise du Commerce Exterieur, Caisse
Nationale de Credit Agricole, Credit Industriel
et Commercial, Banque Indosuez and Credit
National.
6 Subordinate Assignment and Assumption Agreement **
dated as of December 27, 1995 among SALD, Societe
General and Banque Nationale de Paris.
- ----------
* Filed as an exhibit to Amendment No. 1 to the Schedule 13D of the Louis
Dreyfus Group dated January 1, 1995.
** Filed as an exhibit to Amendment No. 2 to the Schedule 13D of the Louis
Dreyfus Group dated February 18, 1997.
23
<PAGE> 1
EXHIBIT 1
---------
The undersigned agree that the foregoing Amendment to Schedule 13D
dated March 9, 1998, is being filed with the Securities and Exchange Commission
on behalf of each of S.A. Louis Dreyfus et Cie., a corporation organized under
the laws of France, Louis Dreyfus Holding Company Inc., a Delaware corporation,
Louis Dreyfus Commercial Activities Inc., a Delaware corporation, Louis Dreyfus
Natural Gas Holdings Corp., a Delaware corporation, L.D. Fashions Services Inc.,
a Connecticut corporation, and L.D. Fashions Holdings Corp., a Delaware
corporation.
S.A. Louis Dreyfus et Cie.
March 9, 1998 By: /s/ Gerard Louis-Dreyfus
------------------------------------
Gerard Louis-Dreyfus
President
Louis Dreyfus Holding Company Inc.
March 9, 1998 By: /s/ Ernest F. Steiner
-------------------------------------
Ernest F. Steiner
Executive Vice President
Louis Dreyfus Commercial Activities Inc.
March 9, 1998 By: /s/ Ernest F. Steiner
-------------------------------------
Ernest F. Steiner
President
Louis Dreyfus Natural Gas Holdings Corp.
March 9, 1998 By: /s/ Connie S. Linhart
-------------------------------------
Connie S. Linhart
President and Treasurer
L.D. Fashions Services Inc.
March 9, 1998 By: /s/ Ernest F. Steiner
-------------------------------------
Ernest F. Steiner
President
L.D. Fashions Holding Corp.
March 9, 1998 By: /s/ Connie S. Linhart
-------------------------------------
Connie S. Linhart
President and Treasurer
24
