NGC CORP
8-K, 1996-10-09
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 9, 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 6
                            EXHIBIT INDEX - PAGE 4

                                    -1-
<PAGE>
ITEM 5      OTHER EVENTS

            On October 9, 1996, NGC Corporation ("NGC") issued a press release
            announcing that it planned to record a third-quarter pretax charge
            to earnings to provide a reserve of approximately $4 million, which
            charge principally reflects the difference between the cost of NGC's
            lease at its current corporate headquarters and the anticipated
            revenue from subletting the space after NGC relocates its corporate
            headquarters to downtown Houston during the first quarter of 1997. 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 7, 1996              /s/ KENNETH E. RANDOLPH
                                        Kenneth E. Randolph
                                        Senior Vice President and
                                        General Counsel

                                    -3-
<PAGE>
                                 EXHIBIT INDEX

NO.                                                              PAGE

99.1   Press Release, dated October 9, 1996.                      5

                                    -4-


                                                                    EXHIBIT 99.1
NR96-28

Media Contact: Katherine K. Putnam
713/507-3936
Analyst Contact:  R. Dean Ayers
713/507-6852

NGC TO RECORD THIRD-QUARTER CHARGE

HOUSTON (October 9, 1996) -- NGC Corporation, North America's largest natural
gas and gas liquids marketer, plans to record a third-quarter pretax charge to
earnings to provide a reserve of approximately $4 million, or $2.5 million after
tax ($0.02 per share). The charge principally reflects the difference between
the cost associated with the Company's current lease at its headquarters and the
anticipated revenue from subletting that space after NGC relocates downtown in
the first quarter of 1997.

Keith Kaelber, NGC's chief financial officer and president, Financial Services,
said, "This small charge is a function of NGC's tremendous growth, which has
caused us to outgrow our current headquarters. And, when we look at expected
results for the third quarter, which will include the benefit of the Chevron
merger for one month, this one-time charge is minor. Excluding the charge, we
certainly expect results to fall well within analysts' expectations."

NGC announced in June plans to relocate the company's headquarters downtown
after completion of the merger with Chevron's midstream businesses.
Approximately 800 employees will move next year into 250,000 square feet in the
First Interstate Bank Plaza, completing the largest suburban-to-downtown
relocation in many years. Once all employees are relocated, NGC will sublease
its current space, which totals approximately 140,000 square feet, on the
Northwest Freeway.

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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