<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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, Connecticut 06897-0810
(203) 761-8444
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 28, 1999
(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 1 of 24
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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) [ ] Not Applicable
(b) [ ]
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
NUMBER OF SHARES 7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
8) SHARED VOTING POWER
20,750,000
9) SOLE DISPOSITIVE POWER
None
10) SHARED DISPOSITIVE POWER
20,750,000
Page 2 of 24
<PAGE>
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,750,000
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
51.7%
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 of 24
<PAGE>
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) [ ] Not Applicable
(b) [ ]
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, United States of America
NUMBER OF SHARES 7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
8) SHARED VOTING POWER
20,750,000
9) SOLE DISPOSITIVE POWER
None
10) SHARED DISPOSITIVE POWER
20,750,000
Page 4 of 24
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,750,000
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
51.7%
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 of 24
<PAGE>
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) [ ] Not Applicable
(b) [ ]
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, United States of America
NUMBER OF SHARES 7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
8) SHARED VOTING POWER
20,750,000
9) SOLE DISPOSITIVE POWER
None
10) SHARED DISPOSITIVE POWER
20,750,000
Page 6 of 24
<PAGE>
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,750,000
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
51.7%
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 of 24
<PAGE>
SCHEDULE 13 D
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) [ ] Not Applicable
(b) [ ]
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, United States of America
NUMBER OF SHARES 7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
8) SHARED VOTING POWER
11,000,000
9) SOLE DISPOSITIVE POWER
None
10) SHARED DISPOSITIVE POWER
11,000,000
Page 8 of 24
<PAGE>
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000
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 9 of 24
<PAGE>
SCHEDULE 13 D
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) [ ] Not Applicable
(b) [ ]
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, United States of America
NUMBER OF SHARES 7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
8) SHARED VOTING POWER
9,000,000
9) SOLE DISPOSITIVE POWER
None
10) SHARED DISPOSITIVE POWER
9,000,000
Page 10 of 24
<PAGE>
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000
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 11 of 24
<PAGE>
AMENDMENT NO. 5
TO
SCHEDULE 13D
This Amendment No. 5 amends and supplements the statement on
Amendment No. 4 to Schedule 13D filed by the Louis Dreyfus Group (defined
in Item 2 below) on August 27, 1998 (Amendment No. 4) relating to the
common stock, par value $0.01 per share (the "Common Stock") of Louis
Dreyfus Natural Gas Corp. Capitalized terms used herein without definition
have the same meanings attributed to them in Amendment No. 4.
Item 1. Security and Issuer.
This statement relates to 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 being 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 corportion ("NGHC"), and L.D. Fashions Holdings
Corp., a Delaware corporation ("LDFHC"). SALD, LDHC, LDCA, NGHC and LDFCH,
collectively, are sometimes referred to herein as the "Louis Dreyfus Group".
SALD is a privately-held corporation which, through subsidiaries
throughout the world, is 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,
crude oil and natural gas exploration and production, and various commodity
processing or refining operations. 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 that 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 that 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 primarily 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.
Page 12 of 24
<PAGE>
LDFHC 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 and shares of a subsidiary that has a certain license for the
manufacture and wholesale distribution of designer clothing. The principal
business and office address of LDFHC is 3411 Silverside Road, Baynard Building,
Suite 210E, Wilmington, Delaware 19810.
Information with respect to the executive officers and directors of
SALD, LDHC, LDCA, NGHC and LDFHC, including (a) name, (b) business address, (c)
present principal occupation or employment and the name 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
and E, respectively, which are incorporated herein by reference.
None of SALD, LDHC, LDCA, NGHC 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.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interests 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. LDCA is the direct beneficial owner of
750,000 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
LDFHC, for a total of 20,750,000 shares of the Common Stock, representing
approximately 51.7% of the issued and outstanding shares of Common Stock. LDHC
is the indirect beneficial owner of the 20,750,000 shares beneficially owned by
LDCA, representing approximately 51.7% of the issued and outstanding shares of
the Common Stock. SALD is the indirect beneficial owner of the 20,750,000 shares
of Common Stock beneficially owned by LDHC, representing approximately 51.7% of
the issued and outstanding shares of the Common Stock.
Except as listed on the Schedule attached hereto as Annex F, which is
incorporated herein by reference, to the best knowledge of SALD, LDHC, LDCA,
NGHC and LDFHC, none of their
Page 13 of 24
<PAGE>
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, LDHC and LDCA share the power to vote or to direct the vote
and the power to dispose or to direct the disposition of the 20,750,000 shares
of the Common Stock that they beneficially own. In addition, NGHC 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 LDFHC shares 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 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 F, which is incorporated herein by reference, to the best knowledge of
SALD, LDHC, LDCA, NGHC 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.
(c) To the best knowledge of SALD, LDHC, LDCA, NGHC and LDFHC, none of
their respective executive officers or directors 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 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
and the Issuer's Non-Employee Director Deferred Stock Compensation Program,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among any of SALD, LDHC, LDCA, NGHC 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.
Page 14 of 24
<PAGE>
In December 1994, 20,000,000 of the shares of the Common Stock then
owned by NGHC were pledged to certain banks (the "Banks") to secure loans made
by the Banks to a member of the Louis Dreyfus Group. As of the date of this
filing, 9,000,000 of such shares have been released from such pledge. However, a
default by the borrower under the terms of the remaining loan 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. In addition, on January 25, 1999, a judgment in
the amount of $166,131,529 was entered against NGHC and other defendants in
Texas state court proceedings in connection with matters unrelated to the
Issuer. NGHC intends to contest vigorously the judgment by appealing and to
prevent any collection by the posting of a bond. If these steps are
unsuccessful, it is possible that all or a portion of the 11,000,000 shares held
by NGHC may be sold or otherwise disposed of in connection with such
proceedings. The sale of all or a portion of the shares held by NGHC in
connection with the litigation could result in a change in 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. Pursuant to an Amendment dated
as of May 1, 1998 to the Registration Rights Agreement, NGHC has subordinated
certain of its rights under the Registration Rights Agreement to LDFHC.
Pursuant to a Note Purchase Agreement dated as of May 5, 1998 (the
"Note Purchase Agreement"), LDFHC agreed to certain restrictions on its ability
to sell or otherwise dispose of the 9,000,000 shares of the Common Stock that it
beneficially owns. Further, under certain circumstances involving a default
under the Note Purchase Agreement, LDFHC will be obligated to exercise its
rights under the Registration Rights Agreement described above upon request by
the Required Holders (as defined in the Note Purchase Agreement).
Item 7. Material to be Filed as Exhibits.
None.
Page 15 of 24
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
Schedule is true, complete and correct.
Dated: May 13, 1999 S.A. Louis Dreyfus et Cie.
By: /s/ Gerard Louis-Dreyfus
--------------------------------
Gerard Louis-Dreyfus
President Directeur General
May 13, 1999 Louis Dreyfus Holding Company Inc.
By: /s/ Jeffrey L. Gilman
--------------------------------
Jeffrey L. Gilman
Vice President
May 13, 1999 Louis Dreyfus Commercial Activities Inc.
By: /s/ Jeffrey L. Gilman
--------------------------------
Jeffrey L. Gilman
Vice President and Treasurer
May 13, 1999 Louis Dreyfus Natural Gas Holdings Corp.
By: /s/ Connie S. Linhart
--------------------------------
Connie S. Linhart
President and Treasurer
May 13, 1999 L.D. Fashions Holdings Corp.
By: /s/ Connie S. Linhart
--------------------------------
Connie S. Linhart
President and Treasurer
<PAGE>
<TABLE>
<CAPTION>
S.A. LOUIS DREYFUS ET CIE. ("SALD") ANNEX A
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
- ----------------------------- ------------------------------- -----------
<S> <C> <C>
DIRECTORS
- ---------
Bernard Baldensperger Directeur General of SALD France
Claude Boquin Retired France
Jean Louis-Dreyfus Vice President Directeur General of SALD France
Gerard Louis-Dreyfus Chairman U.S.A.
Louis Dreyfus Corporation President Directeur General of SALD
200 Park Avenue, 33rd Floor
New York, New York 10166
Pierre Louis-Dreyfus Vice President Directeur General of SALD France
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 Groupe U.S.A.
Louis Dreyfus Holding Company Inc. Louis Dreyfus
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810
EXECUTIVE OFFICERS
(who are not Directors)
- -----------------------
Georges Gateff Directeur of SALD U.S.A.
</TABLE>
Page 18 of 24
<PAGE>
<TABLE>
<CAPTION>
LOUIS DREYFUS HOLDING COMPANY INC. ("LDHC") ANNEX B
Name and Business Address
(all business addresses are:
Louis Dreyfus Holding Company Inc.
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- ---------------------------------- ------------------------------- -----------
<S> <C> <C>
DIRECTORS
- ---------
Daniel R. Finn, Jr. Executive Vice President and Chairman of U.S.A.
Louis Dreyfus Corporation the Energy Group of Louis Dreyfus
10 Westport Road Corporation
P.O. Box 810
Wilton, Connecticut 06897-0810
Gerard Louis-Dreyfus*
Simon B. Rich Vice Chairman and President of LDHC U.S.A.
Ernest F. Steiner*
EXECUTIVE OFFICERS
(who are not Directors)
- -----------------------
Peter B. Griffin President of Louis Dreyfus Corporation U.S.A.
Louis Dreyfus Corporation
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810
Robert L. Aiken Senior Vice President of U.S.A.
Louis Dreyfus Corporation Louis Dreyfus Corporation
187 Danbury Road
P.O. Box 810
Wilton, Connecticut 06897-0810
Andrew J. Connelly Vice President and General Counsel of LDHC U.S.A.
Jerome F. Dubrowski Senior Vice President and Treasurer of LDHC U.S.A.
Jeffrey R. Gilman Vice President of LDHC U.S.A.
</TABLE>
Page 19 of 24
<PAGE>
<TABLE>
<S> <C> <C>
Deborah J. Neff Senior Vice President of Louis Dreyfus U.S.A.
Louis Dreyfus Corporation Corporation
187 Danbury Road
P.O. Box 810
Wilton, Connecticut 06897-0810
Hal Wolkin Vice President of LDHC U.S.A.
</TABLE>
- --------------------------
* Individual's business address, present principal occupation and citizenship
are set forth in Annex A (SALD).
Page 20 of 24
<PAGE>
<TABLE>
<CAPTION>
LOUIS DREYFUS COMMERICAL ACTIVITIES INC. ("LDCA") ANNEX C
Name and Business Address
(all business addresses are:
Louis Dreyfus Commercial Activities
Inc.
10 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
- ----------------------------------- ------------------------------- -----------
<S> <C> <C>
DIRECTORS
- ---------
None - Louis Dreyfus
Holding Company Inc. acts as
Management
EXECUTIVE OFFICERS
- ------------------
Jeffrey R. Gilman*
Peter B. Griffin*
Ernest F. Steiner**
Hal Wolkin*
</TABLE>
- -------------------
* 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).
Page 21 of 24
<PAGE>
<TABLE>
<CAPTION>
LOUIS DREYFUS NATURAL GAS HOLDINGS CORP. ("NGHC") ANNEX D
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
- ---------------------------------- ------------------------------- -----------
<S> <C> <C>
DIRECTORS
- ---------
Robert L. Bryant Business Consultant U.S.A.
19 Falcon Court
Wilmington, Delaware 19808
Connie S. Linhart President and Treasurer of NGHC U.S.A.
Daniel F. Lindley Partner, Duane, Morris & Heckscher LLP, U.S.A.
Duane, Morris & Heckscher LLP a law firm
1201 Market Street
Suite 1500
Wilmington, Delaware 19801
Jeffrey R. Gilman* U.S.A.
EXECUTIVE OFFICERS
(who are not Directors)
- -----------------------
None
</TABLE>
* Individual's business address, present principal occupation and citizenship
are set forth in Annex B (LDHC).
Page 22 of 24
<PAGE>
<TABLE>
<CAPTION>
L.D. FASHIONS HOLDINGS CORP. ("LDFHC") ANNEX E
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
- ---------------------------- ------------------------------- -----------
<S> <C> <C>
DIRECTORS
- ---------
Robert L. Bryant*
Connie S. Linhart President and Treasurer of LDFHC U.S.A.
Fil E. Spizzirro Business Consultant U.S.A.
521 Purchase Street
Rye, New York 10580
EXECUTIVE OFFICERS
(who are not Directors)
- -----------------------
None
</TABLE>
- --------------------------
* Individual's business address, present principal occupation and citizenship
are set forth in Annex D (NGHC).
Page 23 of 24
<PAGE>
<TABLE>
<CAPTION>
ANNEX F
OWNERSHIP OF COMMON STOCK
-------------------------
Percentage of Issued and Transactions in the
Executive Officer or Number of Shares Outstanding Shares of Common Stock During
Director Beneficially Owned* Common Stock the Past 60 Days
- -------------------- ------------------- ------------------------ -------------------
<S> <C> <C> <C>
Daniel R. Finn, Jr. 18,000 shares** less than 0.1% None
Jeffrey R. Gilman 1,000 shares less than 0.1% None
Gerard Louis-Dreyfus 21,000 shares** less than 0.1% None
Simon B. Rich 157,400 shares *** approximately 0.39% None
Ernest F. Steiner 24,000 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 12,000 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 1,000 shares held for
the benefit of the named individual in a trust under the Issuer's
Non-Employee Director Deferred Stock Compensation Program.
*** Includes 144,000 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 1,000 shares held for the benefit
of the named individual in a trust under the Issuer's Non-Employee
Director Deferred Stock Compensation Program; includes 400 shares owned
by Mr. Rich as custodian for two of his children; includes 1,000 shares
owned by Mr. Rich's wife; does not include 200 shares owned by one of
Mr. Rich's children in which Mr. Rich does not have a beneficial
interest.
**** Includes 8,000 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 1,000 shares held for the benefit
of Mr. Steiner in a trust under the Issuer's Non-Employee Director
Deferred Stock Compensation Program; includes 1,000 shares owned by
Lodgepole, Inc., a corporation wholly-owned by Mr. Steiner and his
wife.
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