NGC CORP
8-K, 1996-08-27
CRUDE PETROLEUM & NATURAL GAS
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                       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 (DATE OF EARLIEST EVENT REPORTED) AUGUST 21, 1996

                                 NGC CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                  1-11156                   75-2386657
(STATE OR OTHER JURISDICTION      (COMMISSION              (I.R.S. EMPLOYER
      OF INCORPORATION)           FILE NUMBER)            IDENTIFICATION NO.)

      13430 NORTHWEST FREEWAY
          HOUSTON, TEXAS                                         77040
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (713) 507-6400

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                                  PAGE 1 OF 6
                             EXHIBIT INDEX - PAGE 4
<PAGE>

ITEM 5. OTHER EVENTS

        On August 21, 1996, NGC Corporation ("NGC") executed an agreement with
        the staff of the Federal Trade Commission ("FTC") to divest its
        interests in certain fractionation assets. The agreement between NGC and
        the FTC staff remains subject to approval by the FTC. A copy of NGC's
        press release dated August 22, 1996, announcing the agreement with the
        FTC staff is annexed hereto as Exhibit 1 and incorporated herein by
        reference.

                                       -2-

                                   SIGNATURES

               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 hereunto duly authorized.

                                                   NGC CORPORATION
                                                   (Registrant)

Date:  August 27, 1996                             /s/ KENNETH E. RANDOLPH
                                                   Kenneth E. Randolph
                                                   Senior Vice President and
                                                   General Counsel

                                      -3-

                                  EXHIBIT INDEX

No.                                                                         
- ---                                                                   
 99     Press Release, dated August 22, 1996.

                                       -4-



                                                                      EXHIBIT 99

                                                                       NR96-24
MEDIA CONTACT:        Katherine K. Putnam
                      713/507-3936

ANALYST CONTACT:      R. Dean Ayers
                      713/507-6852

                      NGC TO DIVEST FRACTIONATION INTERESTS
                         UNDER AGREEMENT WITH FTC STAFF

     HOUSTON (August 22, 1996) -- NGC Corporation has reached an agreement with
the Federal Trade Commission (FTC) staff to divest its interests in certain
fractionation assets. The agreement is part of the FTC's review of NGC's pending
merger with Chevron Corp.'s Natural Gas Business Unit and Warren Petroleum.

     Under the agreement, NGC will sell its 80 percent ownership interest in the
Mont Belvieu I fractionation facility. NGC will also relinquish operatorship of
the Mont Belvieu II fractionation facility, known as Gulf Coast Fractionators,
but will retain its 38.75 percent ownership interest in the plant. Each plant
has a capacity of approximately 110,000 barrels per day (Bbls/d). Both
facilities are located in Mont Belvieu, Chambers County, Texas.

     As a result of the merger, NGC will own Warren's nearby Mont Belvieu plant,
which has a capacity of approximately 165,000 Bbls/d.

     The agreement between NGC and FTC staff remains subject to approval by the
FTC. Unless the full FTC overturns the agreement with FTC staff, NGC will be
permitted to complete the merger on Aug. 31.

     NGC Corporation (NYSE:NGL) is a leading gatherer, processor, transporter
and marketer of energy products and services in North America and the United
Kingdom. Through its "Energy Store," NGC offers a multi-commodity
energyproduct-and-services resource that provides natural gas, natural gas
liquids, electricity and crude oil.

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