<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 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, OK 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. NON-EMPLOYEE
DIRECTOR DEFERRED STOCK COMPENSATION PROGRAM
(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 100,000 $17.16 $1,716,000
$478
==============================================================================
===================
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the
registration fee.
</TABLE>
<PAGE>
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 19,
1993.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
This Registration Statement covers Common Stock, par value $.01 per
share, of the Registrant, which is registered under Section 12(b) of the
Exchange Act. The description of the Common Stock contained in the
Registration Statement under the Exchange Act is incorporated herein by
reference as described above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
There are no interests of any expert or counsel required to be disclosed
pursuant to Item 5.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1006(B)(7) of the Oklahoma General Corporation Act permits an
Oklahoma corporation to include a provision in its Certificate of
Incorporation limiting a director's liability to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty as a
director.
The Registrant's Certificate of Incorporation provides that, pursuant to
Oklahoma law, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. The provision in the Certificate of Incorporation does not
eliminate the duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Oklahoma law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, as well as for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Oklahoma
law. The provision also does not affect a director's responsibilities under
any other law, such as the state or federal securities laws.
Under Section 1031 of the Oklahoma General Corporation Act, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Oklahoma law. The Certificate of Incorporation requires the
Registrant to indemnify such persons against expenses, judgments, fines,
settlements and other amounts incurred in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an officer of the
Registrant or any of its affiliated enterprises, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. However, in the case of a derivative action, an officer or director
will not be entitled to indemnification in respect of any claim, issue or
matter as to which such person is adjudged to be liable to the Registrant,
unless and only to the extent that the court in which the action was brought
determines that such person is fairly and reasonably entitled to indemnity for
expenses.
The Registrant has entered into Indemnification Agreements with each
director of the Registrant which require the Registrant to indemnify such
persons against certain liabilities and expenses incurred by any such persons
by reason of their status or service as directors of the Registrant. The
Indemnification Agreements also set forth procedures that will apply in the
event of a claim for indemnification under such agreements. In addition, the
<PAGE> 5
indemnification Agreements require that the Registrant use commercially
reasonable efforts to maintain policies of directors' liability insurance.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
There are no restricted securities being offered or resold pursuant to
this Registration Statement.
ITEM 8. EXHIBITS
Number Description
------ -----------
5.1 Opinion of Crowe & Dunlevy, A Professional
Corporation, concerning legality of securities.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Crowe & Dunlevy, A Professional
Corporation (contained in Exhibit 5.1).
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
<PAGE> 6
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the Securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
<PAGE> 7
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
April 26, 1999.
LOUIS DREYFUS NATURAL GAS CORP.
By:/s/ Jeffrey A. Bonney
----------------------------------
Jeffrey A. Bonney
Executive Vice President and
Chief Financial Officer
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>
Name Position Date
----- ----------- ----
<C> <C> <C>
Mark E. Monroe * President, Chief Executive Officer and
- ------------------------ Director (principal executive officer) April 26, 1999
Mark E. Monroe
Richard E. Bross * Executive Vice President and Director April 26, 1999
- ------------------------
Richard E. Bross
/s/ Jeffrey A. Bonney Executive Vice President and Chief
- ------------------------ Financial Officer (principal financial
Jeffrey A. Bonney and accounting officer) April 26, 1999
Simon B. Rich, Jr. * Chairman of the Board of Directors April 26, 1999
- ------------------------
Simon B. Rich, Jr.
Mark E. Andrews * Vice Chairman of the Board of April 26, 1999
- ------------------------ Directors
Mark E. Andrews
E. William Barnett * Director April 26, 1999
- ------------------------
E. William Barnett
Daniel R. Finn, Jr. * Director April 26, 1999
- ------------------------
Daniel R. Finn, Jr.
Peter G. Gerry * Director April 26, 1999
- ------------------------
Peter G. Gerry
</TABLE>
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<TABLE>
Name Position Date
----- ----------- ----
<C> <C> <C>
Gerard Louis-Dreyfus * Director April 26, 1999
- ------------------------
Gerard Louis-Dreyfus
John H. Moore * Director April 26, 1999
- ------------------------
John H. Moore
James R. Paul * Director April 26, 1999
- ------------------------
James R. Paul
Ernest F. Steiner * Director April 26, 1999
- ------------------------
Ernest F. Steiner
*By: /s/ Jeffrey A. Bonney
---------------------
Jeffrey A. Bonney
Attorney in Fact
/TABLE
<PAGE>
<PAGE> 9
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>
<PAGE> 1
Exhibit 5.1
April 27, 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 100,000 Shares of Common Stock in
Connection with the Louis Dreyfus Natural Gas Corp. Non-
Employee Director Deferred Stock Compensation Program
Ladies and Gentlemen:
Louis Dreyfus Natural Gas Corp. (the "Company") has requested our advice
with respect to the legality of 100,000 shares of common stock, par value $.01
per share, of the Company (the "Shares") that may be issued pursuant to the
Company's Non-Employee Director Deferred Stock Compensation Program (the
"Program"). We understand that a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Shares will be filed with the
Securities and Exchange Commission.
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 Shares that may be issued pursuant to the Program will,
when issued and delivered in accordance with the documents governing the
Program, 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 Non-Employee Director
Deferred Stock Compensation Program 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 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.
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
April 26, 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 100,000 shares of Common Stock that may be issued
pursuant to the Non-Employee Director Deferred Stock Compensation Program 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 26th day of April, 1999.
<TABLE>
Name Position Date
----- ----------- ----
<C> <C> <C>
Mark E. Monroe * President, Chief Executive Officer and
- ------------------------ Director (principal executive officer) April 26, 1999
Mark E. Monroe
Richard E. Bross * Executive Vice President and Director April 26, 1999
- ------------------------
Richard E. Bross
/s/ Jeffrey A. Bonney Executive Vice President and Chief
- ------------------------ Financial Officer (principal financial
Jeffrey A. Bonney and accounting officer) April 26, 1999
Simon B. Rich, Jr. * Chairman of the Board of Directors April 26, 1999
- ------------------------
Simon B. Rich, Jr.
Mark E. Andrews * Vice Chairman of the Board of April 26, 1999
- ------------------------ Directors
Mark E. Andrews
E. William Barnett * Director April 26, 1999
- ------------------------
E. William Barnett
Daniel R. Finn, Jr. * Director April 26, 1999
- ------------------------
Daniel R. Finn, Jr.
</TABLE>
<PAGE> 2
<TABLE>
Name Position Date
----- ----------- ----
<C> <C> <C>
Peter G. Gerry * Director April 26, 1999
- ------------------------
Peter G. Gerry
Gerard Louis-Dreyfus * Director April 26, 1999
- ------------------------
Gerard Louis-Dreyfus
John H. Moore * Director April 26, 1999
- ------------------------
John H. Moore
James R. Paul * Director April 26, 1999
- ------------------------
James R. Paul
Ernest F. Steiner * Director April 26, 1999
- ------------------------
Ernest F. Steiner
*By: /s/ Jeffrey A. Bonney
---------------------
Jeffrey A. Bonney
Attorney in Fact
</TABLE>
