SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NGC Corporation
_______________
(Name of Issuer)
Common Stock, $0.01 par value per share
_______________________________________
(Title of Class of Securities)
629121 10 4
_______________
(CUSIP Number)
Lydia I. Beebe Terry M. Kee
Chevron U.S.A. Inc. Pillsbury Madison & Sutro
575 Market Street P.O. Box 7880
San Francisco, CA 94105 San Francisco, CA 94120
(415) 894-7700 (415) 983-1000
__________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 1996
_____________________________________________________
(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 [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7).
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
CUSIP No. 629121 10 4
_______________________________________________________________________________
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Chevron U.S.A. Inc
_______________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC Use Only
_______________________________________________________________________________
4 Source of Funds (See Instructions)
00
_______________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
_______________________________________________________________________________
6 Citizenship or Place of Organization
Pennsylvania
_______________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 Sole Voting Power 38,623,211
8 Shared Voting Power 0
9 Sole Dispositive Power 38,623,211
10 Shared Dispositive Power 0
_______________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,623,211
_______________________________________________________________________________
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
_______________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
25.8%
_______________________________________________________________________________
14 Type of Reporting Person (See Instructions)
CO
_______________________________________________________________________________
Page 2
CUSIP No. 629121 10 4
_______________________________________________________________________________
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Chevron Corporation
_______________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC Use Only
_______________________________________________________________________________
4 Source of Funds (See Instructions)
00
_______________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
_______________________________________________________________________________
6 Citizenship or Place of Organization
Delaware
_______________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 Sole Voting Power 0
8 Shared Voting Power 38,623,211
9 Sole Dispositive Power 0
10 Shared Dispositive Power 38,623,211
_______________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,623,211
_______________________________________________________________________________
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
_______________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
25.8%
_______________________________________________________________________________
14 Type of Reporting Person (See Instructions)
CO
_______________________________________________________________________________
Page 3
With respect to each contract, agreement or other document referred to
herein and filed with the Securities and Exchange Commission as an exhibit to
this report, reference is made to the exhibit for a more complete description
of the matter involved, and each such statement shall be deemed qualified in
its entirety by such reference.
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.01 par value per share (the
"Common Stock") of NGC Corporation, a Delaware corporation (the "Issuer" or
"New NGC"), whose principal executive offices are located at 13430 Northwest
Freeway, Suite 1200, Houston, Texas 77040.
Item 2. Identity and Background
(a, b, c and f) This Statement is being filed by Chevron U.S.A. Inc.,
a Pennsylvania corporation (the "Reporting Person") and Chevron Corporation, a
Delaware corporation ("Chevron"). The Reporting Person is a wholly-owned
subsidiary of Chevron. The principal office of the Reporting Person and
Chevron is 575 Market Street, San Francisco, CA 94105.
The principal business of the Reporting Person is to engage in all
branches of the petroleum industry as well as mineral, geothermal and other
energy activities. Operations are carried out through various divisions. The
principal business of Chevron is to own shares in, allocate capital to, review
financial and performance goals for, monitor the performance of, and provide
general policy guidelines to its domestic and foreign incorporated subsidiaries
and affiliates, which are separate operating companies, under the direction and
control of their own management, engaged in all aspects of worldwide energy
operations.
Schedules I and II which are attached hereto and incorporated herein in
their entirety by reference, set forth the name, residence or business address,
citizenship and certain employment information of each of the executive
officers and directors of the Reporting Person and Chevron.
(d) Neither the Reporting Person, nor Chevron, nor to the best
knowledge of either the Reporting Person or Chevron, any entity or person with
respect to which information is provided in response to this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person, nor Chevron, nor to the best
knowledge of either the Reporting Person or Chevron, any entity or person with
respect to which information is provided in response to this Item has, during
the last five years, 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 Reporting Person acquired the shares of Common Stock owned by it as of
August 31, 1996 in exchange for the contribution of substantially all of
Chevron's midstream assets to the Issuer pursuant to the Combination Agreement
and Plan of Merger described in Item 4.
Page 4
Item 4. Purpose of Transaction
The Reporting Person has acquired shares of Common Stock for the purpose
of investment.
Matters Arising From the Chevron Transaction
On May 22, 1996, NGC Corporation ("Old NGC"), the Reporting Person and
Midstream Combination Corp. entered into a Combination Agreement and Plan of
Merger ("Combination Agreement") providing for a combination of the Issuer with
substantially all of the Reporting Person's midstream assets and certain
strategic alliances (the "Combination"). As part of the agreement, Midstream
Combination Corp. was formed, merged with Old NGC and renamed NGC Corporation
(the Issuer/New NGC). As part of such transaction, the Reporting Person
received 38,623,211 shares of newly issued common stock of the Issuer (the
"Common Stock") and 7,815,363 newly issued shares of Series A Participating
Preferred Stock of the Issuer, which are convertible into Common Stock on a
one-for-one basis upon the occurrence of certain events set forth in the
Issuer's Certificate of Incorporation.
A copy of the Combination Agreement is filed as Exhibit 1 to this
Schedule 13D and is incorporated herein by reference.
Stockholders Agreement. NOVA Gas Services (U.S.), Inc., BG Holdings, Inc.
and the Reporting Person have entered into a Stockholders Agreement dated
May 22, 1996 (the "Stockholders Agreement") relating to certain voting
arrangements, transfer restrictions, corporate governance and other matters,
which became effective as of August 31, 1996.
Board of Directors. The parties to the Stockholders Agreement have agreed
to vote their Common Stock, subject to certain conditions, to cause the
Issuer's Board of Directors (the "Board of Directors") to consist of 13
directors to be nominated as follows:
(i) each of the BG Group, NOVA Group and Chevron Group
(consisting of Chevron and its subsidiaries) may nominate (A) three
directors as long as it remains a Class A Group (as defined below);
(B) two directors as long as it remains a Class B Group (as defined
below); and (C) one director as long as it remains a Class C Group (as
defined below);
(ii) two members shall be officers of the Issuer, the nomination
of whom shall be as follows: (A) so long as his employment agreement so
provides, the Chief Executive Officer of the Issuer (1) shall be a member
of the Board of Directors and (2) shall nominate another officer of the
Issuer; (B) if the Chief Executive Officer is no longer required to be a
member of the Board of Directors pursuant to his employment agreement,
then two officers of the Issuer shall be nominated by the Board of
Directors;
(iii) two members shall be independent directors, the nomination
of whom shall be as follows: (A) one member shall be a nominee of HMTF
to the extent required by the Trident Stockholders Agreement and one
member shall be nominated by the Board of Directors; (B) at all other
times, both such members shall be nominated by the Board of Directors;
(iv) all other members, if any, shall be, nominated and elected
in accordance with applicable law.
Pursuant to the Stockholders Agreement, (i) a "Class A Group" is defined
as a Group that owns collectively at least 34,760,890 shares of Common Stock;
(ii) a "Class B Group" is defined as a Group that owns collectively at least
23,173,926 shares of Common Stock but less than 34,760,890 shares of Common
Stock, and (iii) a "Class C Group" is defined as a Group that owns collectively
at least 11,586,963 shares of Common Stock but less than 23,173,926 shares of
Common Stock. Following consummation of the Combination, the BG Group, the
NOVA Group and the Chevron Group each owns 38,623,211 shares of Common Stock
and, accordingly, will
Page 5
each be a Class A Group under the Stockholders Agreement. Consequently, the
BG Group, NOVA Group and Chevron Group are each entitled to designate three
directors to serve on the Board of Directors based on their ownership of Common
Stock.
Voting Arrangements on Certain Matters. The parties to the Stockholders
Agreement have agreed not to vote in their capacity as stockholders in favor of
any of the following matters unless each party that is a Class A Group informs
each other Group that such Class A Group is in favor of such action: (i) any
amendment to the Issuer's Certificate of Incorporation or Bylaws; (ii) any sale
of all or substantially all of the assets of the Issuer, including any
amendment to the terms of such sale; (iii) any merger or consolidation of the
Issuer with any person, or any liquidation or dissolution of the Issuer,
including any amendment to the terms of such merger, consolidation, liquidation
or dissolution.
Executive Committee. The Stockholders Agreement provides that each of the
BG Group, the NOVA Group and the Chevron Group, as long as any such Group is a
Class A Group or a Class B Group, may designate one director as a member of the
executive committee of the Board of Directors.
Transfer Restrictions. The Stockholders Agreement generally prohibits
transfers by the parties or shares of Common Stock prior to January 1, 1997.
On or after January 1, 1997, the parties may transfer shares subject to certain
preferential purchase rights in favor of the other Groups. Certain indirect
transfers of shares of Common Stock also give rise to the preferential purchase
rights. Transfers among members of a Group and certain other specified
transfers are exempt from the restrictions.
Restrictions on Certain Purchases and Agreements. Subject to certain
exceptions, the parties of the Stockholders Agreement have agreed that prior to
January 1, 1997, no party will acquire ownership of any additional shares of
Common Stock. Any Group that is subject to the Stockholders Agreement that is
contemplating acquiring additional shares of Common Stock must offer the other
Groups the opportunity to participate in such acquisition so that each Group
may, if it chooses, stay at the same ownership level as the other Groups. The
parties to the Stockholders Agreement have agreed, subject to certain
exceptions, not to enter into any voting trust or agreement or other
stockholders agreement with respect to the acquisition, disposition or voting
of Common Stock.
Term; Termination; Certain Waivers. The Stockholders Agreement will have
an initial term of ten years commencing August 31, 1996, which may be extended
up to three additional years by any Class A Group that provides notice to each
other Group prior to the date 90 days prior to August 31, 2006. Upon
expiration of the initial term (or any extension thereof, if applicable), the
Stockholders Agreement will automatically renew on an annual basis for an
additional year commencing on the last day of the initial term or, if extended,
the last day of the renewal term, unless a party to the Stockholders Agreement
objects not less than 90 days prior to the commencement of the renewal period
or unless, in each case, the agreement is terminated earlier in the manner set
forth below. The Stockholders Agreement shall terminate prior to the
expiration of the initial term or any renewal term on (i) the first date on
which all Groups that have rights under such agreement collectively own less
than 30% of the Common Stock, (ii) the date of the dissolution, liquidation or
winding up of the Issuer without a successor corporation, (iii) ten business
days following the date of the delivery to the other parties of a written
termination notice executed by a Class A Group that then owns a number of
shares of Common Stock in excess of 50% of the Common Stock, which notice shall
include copies of a consent to such termination by each other Class A Group and
(iv) ten business days following the date of the delivery to the other parties
of a written notice executed by a Class A group that owns 75% of the issued and
outstanding shares of Common Stock. In general, the Stockholders Agreement may
only be altered, supplemented, amended or waived by the written consent of each
party.
Joint Ventures. Until August 31, 1998, the written consent of each
Class A Group will be required for the formation of any partnership or other
business arrangement involving shared ownership between the Issuer and any
member of a Class A Group, provided that such consent will not be required for
any such arrangement involving crude oil, or products refined from crude oil or
NGLs or LPGs involving Caltex Petroleum Corporation directly or through one or
more members of the Chevron Group. Thereafter, no Group will, either directly
or
Page 6
indirectly from any partnership or other business arrangement involving
shared ownership between the Issuer and any member of such Group without prior
consultation with each Class A Group. The Reporting Person intends to
continually review the Issuer's business affairs and financial position, as
well as conditions in the securities markets and general economic and industry
conditions, including conditions in the Issuer's areas of operations. Based on
such evaluation and review, the Reporting Person will continue to consider
various alternative courses of action, which could include, to the extent
permitted by the agreements and arrangements described herein, purchasing
additional Common Stock or, if circumstances warrant, reducing holdings of
Common Stock of the Reporting Person.
Except as set forth above, the Reporting Person does not have any present
plans or proposals which relate to, or would result in: the acquisition by any
person or additional securities of the Issuer, or the disposition of securities
of the Issuer; an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; a change in the present board of directors or management of the
Issuer, including plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; a material change in the
present capitalization or dividend policy of the Issuer or any other material
change in the Issuer's business or corporate structure; a change in the
Issuer's articles of incorporation or bylaws or other actions which might
impede the acquisition of control of the Issuer by any person; causing a class
of securities of the issuer being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; 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 any action similar
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock of the Issuer
beneficially owned by the Reporting Person is 38,623,211 shares. The shares of
Common Stock owned by the Reporting Person represent approximately 25.8% of the
outstanding shares of Common Stock of the Issuer (based on the August 2, 1996
Proxy Statement/Prospectus of NGC Corporation and Midstream Combination Corp.,
in which 149,696,591 shares of Common Stock were reported as expected to be
outstanding as of August 31, 1996).
The Reporting Person additionally owns 7,815,363 shares of Series A
Participating Preferred Stock, which is convertible into shares of Common Stock
on a one-for-one basis upon the occurrence of certain events set forth in the
Issuer's Certificate of Incorporation. If all the shares of Series A
Participating Preferred Stock owned by the Reporting Person were converted into
shares of Common Stock, the Reporting Person would own approximately 29.5% of
the shares of Common Stock outstanding.
Chevron does not own any shares of the Issuer directly, but may be deemed
to share beneficial ownership of all the shares of Common Stock owned by the
Reporting Person by virtue of the ownership relationship described in Item 2.
(b) Subject to its obligations under the agreements described in this
Schedule 13D, the Reporting Person has the sole power to vote and dispose of
the 38,623,211 shares of Common Stock owned directly by it. Although the
Reporting Person has sole voting and dispositive rights, Chevron
may be deemed to share voting and dispositive power with regard to such shares
by virtue of its ownership of 100% of the Reporting Person.
(c) Not applicable
(d) Except as described above, no other person is known to have the
right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of such shares of Common Stock beneficially owned by the
Reporting Person or Chevron.
(e) Not applicable.
Page 7
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On May 22, 1996, Old NGC, the Reporting Person and Midstream Combination
Corp. entered into the Combination Agreement, providing for a combination of
the Issuer with substantially all of Chevron's midstream assets and certain
strategic alliances. (See Item 4, which is incorporated herein by reference.)
As part of the agreement, Midstream Combination Corp. was formed, merged with
Old NGC and renamed NGC Corporation. As part of such transaction, the
Reporting Person received 38,623,211 shares of Common Stock and 7,815,363
shares of Series A Participating Preferred Stock of the Issuer, which are
convertible into Common Stock on a one-for-one basis upon the occurrence of
certain events.
On May 22, 1996, the Reporting Person also entered into the Stockholders
Agreement, which became effective at August 31, 1996 (See Item 4.)
Copies of the Combination Agreement and the Stockholders Agreement are
filed as Exhibits 1 and 2 to this Schedule 13D and are incorporated herein by
reference to filings made by the Issuer or its predecessor in interest, Old
NGC.
At present, there are no other contracts, arrangements, understandings, or
relationships with respect to securities of the Issuer involving the Reporting
Person.
Item 7. Material to be Filed as Exhibits
1. Combination Agreement (incorporated by reference to Exhibit 1 to
Old NGC's Current Report on Form 8-K dated May 22, 1996).
2. Stockholders Agreement (incorporated by reference to Exhibit 10.44
to Midstream Combination Corp.'s Registration Statement on Form S-4,
Registration Number 333-09419).
Page 8
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct
Date: September 10, 1996 CHEVRON U.S.A. INC
/s/ LYDIA I. BEEBE
______________________________
Lydia I. Beebe, Vice President
and Secretary
CHEVRON CORPORATION
/s/ LYDIA I. BEEBE
_____________________________
Lydia I. Beebe, Secretary
Page 9
<TABLE>
SCHEDULE I
The following table sets for the name, residence or business address,
citizenship, present principal occupation or employment, and the name,
principal business and address of any corporation in which such employment is
conducted, of each executive officer and director of Chevron U.S.A. Inc.
("CUSA").
<CAPTION>
EMPLOYMENT INFORMATION
____________________________________________________________
<S> <C> <C> <C> <C>
BUSINESS OF
NAME CITIZENSHIP OCCUPATION BUSINESS ADDRESS EMPLOYER
_______________ ___________ _________________ ________________________ ___________
R. E. Galvin U.S President of 575 Market Street See Item 2
CUSA San Francisco, CA 94105
____________________________________________________________________________________________
D. T. O'Reilly U.S Executive 575 Market Street See Item 2
Vice President San Francisco, CA 94105
of CUSA
____________________________________________________________________________________________
L. I. Beebe U.S Vice President, 575 Market Street See Item 2
Secretary of CUSA San Francisco, CA 94105
____________________________________________________________________________________________
D. P. Smay U.S Vice President and 575 Market Street See Item 2
Assistant Secretary San Francisco, CA 94105
of CUSA
____________________________________________________________________________________________
H. P. Walker U.S Vice President and 575 Market Street See Item 2
Assistant Secretary San Francisco, CA 94105
of CUSA
____________________________________________________________________________________________
P. T. Cavanaugh U.S Vice President of 575 Market Street See Item 2
CUSA San Francisco, CA 94105
____________________________________________________________________________________________
B. J. Koc U.S Vice President of 575 Market Street See Item 2
CUSA San Francisco, CA 94105
____________________________________________________________________________________________
D. M. Krattebol U.S Vice President of 575 Market Street See Item 2
CUSA San Francisco, CA 94105
____________________________________________________________________________________________
R. H. Matzke U.S President of 575 Market Street See Item 2
Chevron Overseas San Francisco, CA 94105
Petroleum, a
CUSA Division
____________________________________________________________________________________________
</TABLE>
Page 10
<TABLE>
SCHEDULE II
The following table sets for the name, residence or business address,
citizenship, present principal occupation or employment, and the name,
principal business and address of any corporation in which such employment is
conducted, of each executive officer and director of Chevron Corporation
("Chevron").
<CAPTION.
EMPLOYMENT INFORMATION
________________________________________________________________
<S> <C> <C> <C> <C>
BUSINESS OF
NAME CITIZENSHIP OCCUPATION BUSINESS ADDRESS EMPLOYER
_______________ ___________ _________________ _________________________ ______________
K. T. Derr U.S Chief Executive 575 Market Street See Item 2
Officer of Chevron San Francisco, CA 94105
________________________________________________________________________________________________
J. N. Sullivan U.S Vice Chairman of 575 Market Street See Item 2
Chevron San Francisco, CA 94105
________________________________________________________________________________________________
R. E. Galvin U.S Vice President of 575 Market Street See Item 2
Chevron San Francisco, CA 94105
________________________________________________________________________________________________
D. J. O'Reilly U.S Vice President of 575 Market Street See Item 2
Chevron San Francisco, CA 94105
________________________________________________________________________________________________
M. R. Klitten U.S Vice President and 575 Market Street See Item 2
Chief Financial San Francisco, CA 94105
Officer of Chevron
________________________________________________________________________________________________
R. H. Matzke U.S Vice President of 575 Market Street See Item 2
Chevron San Francisco, CA 94105
________________________________________________________________________________________________
J. E. Peppercorn U.S Vice President of 575 Market Street See Item 2
Chevron San Francisco, CA 94105
________________________________________________________________________________________________
H. D. Hinman U.S. Vice President and 575 Market Street See Item 2
General Counsel of San Francisco, CA 94105
Chevron
________________________________________________________________________________________________
S. H. Armacost U.S Principle of Weiss, 555 California Street #4760 Investment
Peck & Greer L.L.C. San Francisco, CA 94104
________________________________________________________________________________________________
S.Ginn U.S Chairman and C.E.O. One California Street Wireless Tele-
of AirTouch San Francisco, CA 94111 communications
Communications, Inc.
________________________________________________________________________________________________
C. A. Hills U.S Chairman and C.E.O. 1200 19th Street, N. W. Advice on
of Hills & Company #201 investment, trade
International Washington, DC 20036 and risk issues
Consultants abroad
________________________________________________________________________________________________
C. M. Pigott U.S Chairman and C.E.O. P.O. Box 1518 Transportation
of PACCAR Inc Bellevue, WA 98009 equipment
manufacture
________________________________________________________________________________________________
C. Rice U.S Provost and Vice Building 10 Higher
President of Stanford University education
Stanford University Stanford, CA 94305
________________________________________________________________________________________________
G. H. Weyerhaeuser U.S Chairman of CH 5 Forest
Weyerhaeuser Tacoma, WA 98477 products
Company
________________________________________________________________________________________________
J. A. Young U.S Retired President, 3200 Hillview Avenue Manufacture of
Director and CEO Palo Alto, CA 94304 electronic
of Hewlett-Packard equipment
Company
________________________________________________________________________________________________
</TABLE>
Page 11
EXHIBIT INDEX
1. Combination Agreement (incorporated by reference to Exhibit 1 to
Old NGC's Current Report on Form 8-K dated May 22, 1996).
2. Stockholders Agreement (incorporated by reference to Exhibit 10.44
to Midstream Combination Corp.'s Registration Statement on Form
S-4, Registration Number 333-09419).
Page 12
