SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: September 9, 2001
(Date of earliest event reported)
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia 1-8489 54-1229715
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
120 Tredegar Street
Richmond, Virginia 23219-3932
(804) 819-2000
(Address including zip code, and telephone number, including area code,
of registrant's principal executive offices)
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On September 9, 2001, Dominion Resources, Inc., a Virginia corporation
("Dominion"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among Dominion, Consolidated Natural Gas Company, a Delaware
corporation and a direct and wholly owned subsidiary of Dominion ("CNG"), and
Louis Dreyfus Natural Gas Corp., an Oklahoma corporation ("Louis Dreyfus").
According to the Merger Agreement, Louis Dreyfus will be merged with and into
CNG with CNG continuing as the surviving corporation (the "Merger"). Under the
terms of the Merger Agreement, each Louis Dreyfus shareholder will receive
$20.00 in cash and a fixed exchange ratio of 0.3226 shares of Dominion common
stock for each share of Louis Dreyfus common stock.
The consummation of the Merger is subject to the approval of the
stockholders of Louis Dreyfus, approvals under the United States antitrust laws
and by the Securities and Exchange Commission, and other customary closing
conditions. The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended. A copy of the Merger
Agreement is attached as an exhibit to this Form 8-K and is incorporated by
reference.
On September 10, 2001, Dominion and Louis Dreyfus issued a joint press
release announcing that Dominion and Louis Dreyfus had entered into the Merger
Agreement. The joint press release is attached as an exhibit to this Form 8-K
and is incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
2.1 Agreement and Plan of Merger, dated as of September 9, 2001
by and among Dominion Resources, Inc., a Virginia corporation,
Consolidated Natural Gas Company, a Delaware corporation and
direct wholly owned subsidiary of Dominion Resources, Inc.,
and Louis Dreyfus Natural Gas Corp., an Oklahoma
corporation.
99.1 Joint press release of Dominion Resources, Inc. and Louis
Dreyfus Natural Gas Corp., issued September 10, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
/s/ G. Scott Hetzer
------------------------------------
G. Scott Hetzer
Senior Vice President and Treasurer
Date: September 10, 2001