NGC CORP
8-K, 1996-10-15
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) OCTOBER 11, 1996

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

          DELAWARE                 1-11156                   94-3248415
(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 4
                            EXHIBIT INDEX - PAGE 4
<PAGE>
ITEM 5.     OTHER EVENTS

            On October 15, 1996, NGC Corporation ("NGC") issued a press release
            relating to a lawsuit filed on October 11, 1996, in the Court of
            Queen's Bench of Alberta, Judicial District of Calgary, by a group
            of Canadian producers against Pan-Alberta Gas Ltd., a 49.9% indirect
            subsidiary of NGC. A copy of NGC's press release is annexed hereto
            as Exhibit 99.1 and incorporated herein by reference.

                                       -2-
<PAGE>
                                  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:  October 15, 1996                   /s/ KENNETH E. RANDOLPH
                                          Kenneth E. Randolph
                                          Senior Vice President and
                                          General Counsel

                                    -3-
<PAGE>
                                 EXHIBIT INDEX

NO.                    DESCRIPTION
- ---                    -----------
99.1        Press Release, dated October 15, 1996. 

                                    -4-


                                                                    EXHIBIT 99.1

                                                                         NR96-32

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

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

                         NGC AFFILIATE NAMED IN LAWSUIT

    HOUSTON (October 15, 1996) -- Pan-Alberta Gas Ltd., a subsidiary of Novagas
Clearinghouse (NCL), has been named in a lawsuit filed in Alberta by a group of
Canadian producers. NCL is owned 49.9 percent by a Canadian subsidiary of NGC
and 50.1 percent by NOVA Corporation. The suit alleges that, since 1992,
Pan-Alberta has breached contractual, regulatory and fiduciary obligations that
resulted in the plaintiffs being deprived of the value of the best available
netback prices for their natural gas. The suit asks for damages in an amount to
be proven at trial, punitive or exemplary damages of $5 million (in Canadian
dollars), and other costs. The suit also states that the plaintiffs believe that
actual damages may exceed C$50 million.

    NGC first acquired its indirect interest in Pan-Alberta in May 1995 when
Pan-Alberta became a subsidiary of NCL. NOVA, one of NGC's three major
shareholders, first acquired an interest in NGC in January 1994 and, a month
later, NOVA and NGC formed NCL as a joint venture.

    NGC Senior Vice President and General Counsel Ken Randolph said, "While we
are continuing to review the lawsuit, our preliminary view is that the claims
are without merit, and we expect Pan Alberta to vigorously defend its position.
In any event, we do not expect that the lawsuit will have a material impact on
NGC." -more-
<PAGE>
                                       -2-

        The companies in the producer group that filed the lawsuit are Anderson
Exploration Ltd., Apache Canada Ltd., Gulf Canada Resources Ltd., Home Oil
Company Ltd., PanCanadian Petroleum Company Limited, PCC Energy Inc. and
Talisman Energy Inc.

        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
energy-product-and-services resource that provides natural gas, natural gas
liquids, electricity and crude oil.

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