<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1999.
Registration No. 333-
--------
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
- -----------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 1,000,000 $19.31 $19,310,000 $5,369
===============================================================================================
<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 of 148,580 of such shares that are subject to outstanding options
has been calculated based on the weighted average exercise price of such outstanding options
of $13.44 per share. The proposed maximum aggregate offering price of the remaining 851,420
of such shares not subject to outstanding options 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 28, 1999, which average price was $20.34 per share.
</TABLE>
The contents of the Registrant's Registration Statements on Form S-8
(File Nos. 33-92724 and 333-29907) relating to the Louis Dreyfus Natural Gas
Corp. Stock Option Plan (the "Plan") are incorporated herein by reference. On
December 14, 1998 the Board of Directors adopted an amendment to the Plan to
increase the number of shares of Common Stock issuable pursuant to the Plan by
an additional 1,000,000 shares for a total of 3,000,000 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 28, 1999.
LOUIS DREYFUS NATURAL GAS CORP.
By:/s/ Jeffrey A. Bonney
----------------------------------
Jeffrey A. Bonney
Executive Vice President and Chief
Financial Officer
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<C> <C> <C>
Name Position Date
- ---- -------- ----
Mark E. Monroe * President, Chief Executive Officer and June 28, 1999
- ------------------------- Director (principal executive officer)
Mark E. Monroe
Richard E. Bross * Executive Vice President and Director June 28, 1999
- -------------------------
Richard E. Bross
/s/ Jeffrey A. Bonney Executive Vice President and Chief June 28, 1999
- ------------------------- Financial Officer (principal financial and
Jeffrey A. Bonney accounting officer)
Simon B. Rich, Jr. * Chairman of the Board of Directors June 28, 1999
- -------------------------
Simon B. Rich, Jr.
Mark Andrews * Vice Chairman of the Board of June 28, 1999
- ------------------------- Directors
Mark Andrews
E. William Barnett * Director June 28, 1999
- -------------------------
E. William Barnett
Daniel R. Finn, Jr. * Director June 28, 1999
- -------------------------
Daniel R. Finn, Jr.
Peter G. Gerry * Director June 28, 1999
- -------------------------
Peter G. Gerry
Gerard Louis-Dreyfus * Director June 28, 1999
- -------------------------
Gerard Louis-Dreyfus
John H. Moore * Director June 28, 1999
- -------------------------
John H. Moore
James R. Paul * Director June 28, 1999
- -------------------------
James R. Paul
Nancy K. Quinn * Director June 28, 1999
- -------------------------
Nancy K. Quinn
Ernest F. Steiner * Director June 28, 1999
- -------------------------
Ernest F. Steiner
*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 LLP
23.2 Consent of Crowe & Dunlevy, A Professional Corporation (included
in Exhibit 5.1).
24.1 Powers of Attorney.
<PAGE> 1
Exhibit 5.1
June 29, 1999
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 December 14, 1998, the Board of Directors of Louis Dreyfus Natural Gas
Corp. (the "Company") adopted an amendment to the Company's Stock Option Plan
(the "Plan") increasing 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 3,000,000 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. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations thereunder.
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 Stock Option Plan of
Louis Dreyfus Natural Gas Corp. and in the related Prospectus of our report
dated February 4, 1999 with respect to the consolidated financial statements
and financial statement schedule of Louis Dreyfus Natural Gas Corp. included
in its Annual Report on Form 10-K for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
June 29, 1999
<PAGE> 1
Exhibit 24.1
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jeffrey A. Bonney, Kevin R. White and Mark E. Monroe, 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.
<TABLE>
<C> <C> <C>
Name Position Date
- ---- -------- ----
/s/ Mark E. Monroe President, Chief Executive Officer and May 18, 1999
- ------------------------- Director (principal executive officer)
Mark E. Monroe
/s/ Richard E. Bross Executive Vice President and Director May 18, 1999
- -------------------------
Richard E. Bross
/s/ Jeffrey A. Bonney Executive Vice President and Chief May 18, 1999
- ------------------------- Financial Officer (principal financial and
Jeffrey A. Bonney accounting officer)
/s/ Simon B. Rich, Jr. Chairman of the Board of Directors May 18, 1999
- -------------------------
Simon B. Rich, Jr.
/s/ Mark Andrews Vice Chairman of the Board of May 18, 1999
- ------------------------- Directors
Mark Andrews
/s/ E. William Barnett Director May 18, 1999
- -------------------------
E. William Barnett
/s/ Daniel R. Finn, Jr. Director May 24, 1999
- -------------------------
Daniel R. Finn, Jr.
/s/ Peter G. Gerry Director May 18, 1999
- -------------------------
Peter G. Gerry
</TABLE>
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<TABLE>
<C> <C> <C>
Name Position Date
- ---- -------- ----
/s/ Gerard Louis-Dreyfus Director May 25, 1999
- -------------------------
Gerard Louis-Dreyfus
/s/ John H. Moore Director May 18, 1999
- -------------------------
John H. Moore
/s/ James R. Paul Director May 18, 1999
- -------------------------
James R. Paul
/s/ Nancy K. Quinn Director May 18, 1999
- -------------------------
Nancy K. Quinn
/s/ Ernest F. Steiner Director May 18, 1999
- -------------------------
Ernest F. Steiner
</TABLE>
