<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NGC Corporation
- -----------------------------------------------------------------------------
(NAME OF ISSUER)
Common Shares, $0.01 par value
- -----------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
629121 10 4
- -----------------------------------------------------------------------------
(CUSIP NUMBER)
Alan Talkington, Esq. Jack S. Mustoe
Orrick, Herrington & Sutcliffe Senior Vice President and General Counsel
400 Sansome Street NOVA Corporation
San Francisco, CA 94111 801 Seventh Avenue S.W.
(415) 773-5762 Calgary, Alberta Canada T2P 2N6
(403) 290-7636
- -----------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
May 22, 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 the statement [ ]. (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 this class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less 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).
THIS REPORT CONSISTS OF 30 SEQUENTIALLY NUMBERED PAGES.
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 629121 10 4 SCHEDULE 13D PAGE 2 OF 30 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOVA Gas Services (U.S.) Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC,OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 38,623,211
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 38,623,211
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
38,623,211
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
35.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 629121 10 4 SCHEDULE 13D PAGE 3 OF 30 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOVA Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC,OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Alberta, Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
38,623,211
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
38,623,211
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
38,623,211
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
35.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
Page 4 of 30
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.
All references herein to Trident refer to NGC Corporation (formerly
Trident NGL Holding, Inc. prior to the completion of the Combination (as
defined below). All references to the Issuer contained herein refer to NGC
Corporation as the surviving corporation in the Combination and its
predecessor, Trident NGL Holding, Inc.
Item 1. Security and Issuer
-------------------
This Statement relates to the Common Stock, $0.01 per share (the
"Common Stock"), of NGC Corporation, a Delaware corporation (the "Issuer"),
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 (i) NOVA Gas
Services (U.S.) Inc., a Delaware corporation (the "Reporting Person"), and
(ii) NOVA Corporation, an Alberta, Canada, corporation ("NOVA"). The
Reporting Person is a wholly-owned subsidiary of NOVA Investments (U.S.) Inc.
which is, in turn, a wholly-owned subsidiary of Novamerica Investments Ltd.,
which is, in turn, a wholly-owned subsidiary of NOVA. The principal office
of the Reporting Person is 16800 Greenspoint Park Drive, Suite 375 South,
Houston, Texas 77060. The principal office of NOVA is 801 Seventh Avenue
S.W., Calgary, Alberta T2P 2N6 Canada.
The principal business of the Reporting Person is to hold NOVA's
U.S. gas services investments. The principal business of NOVA is the
transportation of natural gas by pipeline, other natural gas services and the
production and sale of chemicals.
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 officers and directors of the Reporting Person and NOVA.
(d) Neither the Reporting Person, nor NOVA, nor to the best
knowledge of either the Reporting Person or NOVA, 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 NOVA, nor to the best
knowledge of either the Reporting Person or NOVA, any entity or person with
respect to which information is provided in response to this Item has, during
the last five years, been a
<PAGE>
Page 5 of 30
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 March 14, 1995 (the "Effective Time") upon the consummation of the
transactions (the "Combination") contemplated by the Combination Agreement
and Plan of Merger, dated as of October 21, 1994, (the "Combination
Agreement") among Natural Gas Clearinghouse, a Colorado general partnership
("Clearinghouse"), British Gas General Partner, Inc., a Delaware corporation
("BGGP"), British Gas Limited Partner, Inc., a Delaware corporation ("BGLP"),
British Gas NGC L.P., a Delaware limited partnership ("BGNGC"), NOVA NGC,
Inc., a Delaware corporation ("NOVA NGC"), Participating Employee Partners, a
Texas general partnership ("PEP"), David C. Feldman, Inc., a Texas
corporation ("DCF"), Trident NGL Holding, Inc., a Delaware corporation
("Trident"), and certain other corporations (the "PEP Partners"). The
Combination Agreement is attached hereto as Exhibit 2 and is hereby
incorporated by reference in its entirety. In the Combination, at the
Effective Time BGGP, BGLP (which together were the sole partners of BGNGC),
NOVA NGC and the PEP Partners were merged with and into Trident and DCF
contributed the Clearinghouse partnership interests indirectly owned by it to
Trident, in each case in exchange for Common Stock. BGNGC and PEP were
dissolved by operation of law upon the merger of their respective partners
into Trident. Trident, as the surviving corporation in the Combination,
became the owner of all of the outstanding equity in Clearinghouse and
changed its name to NGC Corporation. It is the Issuer of the Common Stock.
In connection with the Combination, Trident purchased 14,200,000
shares of its voting common stock and nonvoting common stock (collectively,
the "Trident Common Stock") for $11.75 cash per share in a tender offer (made
pursuant to the terms of the Combination Agreement) which expired on March
14, 1995.
An aggregate of $166,850,000 was required to pay for the Trident
Common Stock tendered in the offer. The required funds were provided by the
Reporting Person, BG Holdings, Inc., a Delaware corporation ("British Gas"),
and Clearinghouse. An aggregate of $67,500,000 of such amount was provided
by the Reporting Person, which contributed such amount from its working
capital to the capital of NOVA NGC (which was merged into Trident in the
Combination). An equal amount was provided by British Gas. The referenced
capital contributions were made immediately prior to the closing of the
Combination. Clearinghouse provided an aggregate of $31,850,000 to fund the
purchase of Trident Common Stock from cash on hand and borrowings under a
$160 million credit facility.
The Reporting Person, as the sole stockholder of NOVA NGC, received
at the Effective Time an aggregate of 36,766,020 shares of Common Stock in
exchange for its
<PAGE>
Page 6 of 30
indirect interest in Clearinghouse. On February 29, 1996, the allocation
period under the Combination Agreement expired and, as a result, the
Reporting Person automatically was allotted 1,857,191 Contingent Shares of
Common Stock. (See Item 4.)
Item 4. Purpose of Transaction
----------------------
The Reporting Person has acquired shares of Common Stock for the
purpose of investment.
Matters Arising From the Trident Transaction
--------------------------------------------
Contingent Shares. The Combination Agreement provides for the
-----------------
potential issuance of up to an aggregate of 5,461,538 shares of Common Stock
(the "Contingent Shares") to be allocated during a period of 465 days
following the Effective Time among the former owners of Trident, on the one
hand, and the former owners of Clearinghouse on the other, based on the
market price of the shares of Common Stock during a periodic interval
selected by Mr. C. L. Watson, the Chairman of the Board, Chief Executive
Officer and President of the Issuer. The selection by such affiliate of the
applicable price measurement period is defined to be a Determination in the
relevant agreements (Exhibit 3.5(A) and Exhibit 3.5(B) to the Combination
Agreement filed herewith as Exhibits 3 and 4, respectively, and which are
hereby incorporated by reference herein in their entirety). The Reporting
Person would be entitled to receive a maximum of 2,241,830 additional
Contingent Shares of Common Stock if the trading price during the interval
selected averages $12.25 or more. In general, the lower the trading price,
the fewer Contingent Shares the Reporting Person and the other former
Clearinghouse owners would receive. If the trading price during the interval
chosen is $8.85 or less, the Reporting Person and other former Clearinghouse
owners would receive no additional Contingent Shares of Common Stock. On
February 29, 1996, the allocation period under the Combination Agreement
expired and, as a result, the Reporting Person automatically was allotted
1,857,191 Contingent Shares of Common Stock.
Lockup Agreements. In connection with the execution and delivery
-----------------
of the Combination Agreement, the Reporting Person, British Gas and certain
other former Clearinghouse stockholders agreed that from the Effective Time
until January 1, 1997, they would not, directly or through affiliates,
acquire any additional shares of Common Stock, subject to certain exceptions.
The lockup agreement of the Reporting Person (the "Lockup Agreement") is
attached hereto as Exhibit 5 and is incorporated by reference in its
entirety. Each of the Reporting Person and British Gas also agreed that, for
a period of 18 months following the Effective Time, it would not, directly or
through affiliates, transfer or dispose of any shares of Common Stock, with
certain exceptions.
Ancillary Agreements. New Trident Stockholders Agreement and
--------------------
Registration Rights. Hicks, Muse, Tate & Furst Incorporated ("HMTF"), the
Reporting Person, British Gas and certain former Trident stockholders have
entered into a
<PAGE>
Page 7 of 30
Stockholders Agreement dated as of October 21, 1994 (the "New Trident
Stockholders Agreement") which became effective as of the Effective Time.
The terms of the New Trident Stockholders agreement provide that HMTF
generally will be entitled to designate one individual to serve on the
Issuer's Board of Directors during the two years following the Effective
Time. The Reporting Person has agreed to vote its shares of Common Stock in
favor of the nominee of HMTF to the issuer's board of directors.
In addition, the New Trident Stockholders Agreement provides that
certain minority stockholders of the Issuer (including HMTF) may participate
in any sale of shares of Common Stock by specified major stockholders
(including the Reporting Person, NOVA and British Gas) prior to January 1,
1997, subject to certain specified exceptions. The New Trident Stockholders
Agreement also specifies certain registration rights under the Securities Act
of 1933 (the "Securities Act") for minority stockholders other than the
Reporting Person, NOVA and British Gas. The New Trident Stockholders
Agreement is attached hereto as Exhibit 6 hereto and is incorporated herein
by reference in its entirety.
Clearinghouse Owners Stockholders Agreement and Registration Rights
-------------------------------------------------------------------
Agreement. The Issuer and the former owners of Clearinghouse (including the
---------
Reporting Person and British Gas) have entered into a Stockholders Agreement
dated as of October 21, 1994 (the "Clearinghouse Owners Stockholders
Agreement"), effective as of the Effective Time, providing that such
stockholders will vote their shares of Common Stock, subject to certain
conditions, to elect as the ten directors of the Issuer three designees of
the Reporting Person, three designees of British Gas, two officers of the
Issuer designated by the former owners of Clearinghouse other than the
Reporting Person and NOVA and two independent directors, one of whom may be
designated by HMTF pursuant to the New Trident Stockholders Agreement.
The Clearinghouse Owners Stockholders Agreement also provides,
among other things and subject to various conditions, exceptions,
restrictions and limitations, that (i) the former owners of Clearinghouse
(including the Reporting Person) will not vote their shares of Common Stock
in favor of any amendment to the Issuer's Certificate of Incorporation or
Bylaws, any merger involving the Issuer or certain other matters unless the
Reporting Person (as long as it and its affiliates own at least 10% of the
outstanding Common Stock) and British Gas (as long as it and its affiliates
own at least 10% of the outstanding Common Stock) are in favor of such
action, (ii) the former owners of Clearinghouse (including the Reporting
Person) will not dispose of shares of Common Stock except as permitted by the
Clearinghouse Owners Stockholders Agreement, and (iii) the former owners of
Clearinghouse (including the Reporting Person) will have the preferential
right to purchase a portion, generally equal to their percentage ownership of
the outstanding shares of Common Stock, of issuance of the Issuer's capital
stock by the Issuer.
In addition, if the six month anniversary of the Determination
occurs prior to the first anniversary of the Effective Time, then the former
owners of Clearinghouse other than the Reporting Person and British Gas after
such six months anniversary and prior to
<PAGE>
Page 8 of 30
such first anniversary may elect, subject to certain restrictions, to sell to
the Reporting Person and British Gas, in equal proportions, up to an
aggregate of 4,412,409 shares of Common Stock (the "PEP Put"). Such former
Clearinghouse owners also may sell, subject to certain restrictions, after
the later of one year after the Effective Time or the sixth month anniversary
of the Determination, up to an aggregate of 6,788,268 shares of Common Stock
(reduced by the number of shares sold in the PEP Put) in certain public
transactions subject to a preferential purchase right in favor of the
Reporting Person and British Gas. Such former Clearinghouse owners may also,
subject to certain restrictions, transfer shares to family members and
certain trusts. Finally, the Clearinghouse Owners Stockholders Agreement
gives the Reporting Person and its affiliates (so long as the Reporting
Person owns at least 10% of the outstanding Common Stock) and British Gas and
its affiliates (so long as British Gas owns at least 10% of the outstanding
Common Stock) each the right to second up to five employees to the Issuer,
although the Reporting person will remain liable for the employment costs of
the seconded employees. The Clearinghouse Owners Stockholders Agreement is
attached hereto as Exhibit 7 and is incorporated herein by reference in its
entirety.
The Issuer and the former owners of Clearinghouse (including the
Reporting Person) have entered into a registration rights agreement dated
October 21, 1994 (the "Clearinghouse Owners Registration Rights Agreement"
and, together with the New Trident Stockholders Agreement and the
Clearinghouse Owners Stockholders Agreement, the "Ancillary Agreements"),
effective as of the Effective Time, which grants the Reporting Person and
British Gas certain rights to demand registration of their Common Stock under
the Securities Act and grants the other former owners of Clearinghouse the
right to have a portion of their Common Stock included in a shelf
registration statement required to be filed by Trident pursuant to the terms
of the Combination Agreement. In addition, in the event that the Issuer
undertakes the registration of shares of Common Stock for its own account or
for the account of any of its stockholders, the former owners of
Clearinghouse (including the Reporting Person) have certain rights to have
their Common Stock registered in connection therewith. However, the rights
of the former owners of Clearinghouse under the Clearinghouse Owners
Registration Rights Agreement are expressly subordinate to the registration
rights of the minority holders under both the Stockholders Agreement and the
New Trident Stockholders Agreement. The Clearinghouse Owners Registration
Rights Agreement is attached hereto as Exhibit 8 and is incorporated herein
by reference in its entirety.
Other Provisions. Although the stockholder voting provisions of
----------------
the Clearinghouse Owners Stockholders Agreement relate only to the election
of directors of the Issuer and certain extraordinary corporation
transactions, if the former owners of Clearinghouse (including the Reporting
Person) were to vote together as a group, they would have the ability to
control the outcome of most matters submitted to a vote of the Issuer's
stockholders. The Issuer's bylaws provide that the Issuer will not take
certain actions unless approved by the affirmative vote of at least eight
directors. Accordingly, the directors designated by the Reporting Person, on
the one hand, and British Gas, on the other hand, will have the ability to
block any of these specified actions. These actions
<PAGE>
Page 9 of 30
include (i) any business combination or liquidation involving the Issuer or
any of its subsidiaries, (ii) the issuance or purchase by the Issuer or any
subsidiary of any Common Stock or other securities, (iii) the sale of
substantially all of the assets of the Issuer, (iv) the payment of any
dividends or distributions, (v) the amendment of the Issuer's charter or
entry into any new line of business, and (vi) any transaction involving the
expenditure or commitment by the Issuer of more than $5 million. The bylaws
of the Issuer are attached hereto as Exhibit 9 and are incorporated herein by
reference in their entirety.
Appointment of New Directors and Executive Officers. In connection
---------------------------------------------------
with the Combination, all of the members of the Board of Directors of Trident
(except Mr. Kenneth Harmonay) resigned, effective as of the closing of the
Combination (except in the case of Mr. Thomas Hannan, whose resignation was
effective as of March 10, 1995) and nine new directors were appointed to the
Issuer's Board of Directors. Immediately following the closing of the
Combination, the holders of a majority of the outstanding shares of Common
Stock removed Mr. Kenneth Harmonay from the Board of Directors and appointed
Mr. Daniel Dienstbier to the Board of Directors pursuant to a written
consent. In addition, in connection with the Combination, certain executive
officers of Trident resigned and were replaced by officers of Clearinghouse.
Matters Arising From the Chevron Transaction
--------------------------------------------
On May 22, 1996, the Issuer, Chevron U.S.A. Inc. and Midstream
Combination Corp. entered into a Combination Agreement and Plan of Merger
("Chevron Combination Agreement") providing for a combination of the Issuer
with substantially all of Chevron Corporation's ("Chevron") midstream assets
and certain strategic alliances (the "Chevron Combination"). As part of the
agreement, a new company will be formed and merged with the Issuer. As part
of such transaction, Chevron will receive approximately 25% of newly issued
shares of the common stock of the surviving corporation. Accordingly, the
Reporting Person's ownership will drop to approximately 25% of the common
stock of the surviving corporation.
A copy of the Chevron Combination Agreement is filed as Exhibit 10
to the Schedule 13D and is incorporated herein by reference.
Voting Agreement. In connection with the execution of the Chevron
----------------
Combination Agreement, on May 22, 1996 the Reporting Person entered into a
Voting Agreement with Chevron U.S.A. Inc. (the "Voting Agreement"), pursuant
to which the Reporting Person has agreed to vote its shares at any meeting or
action by written consent, and have agreed to execute a proxy in favor of
Chevron to vote such Shares (i) in favor of the transactions provided for in
the Chevron Combination Agreement and (ii) against any proposal (other than
pursuant to the Chevron Combination Agreement) for the amendment of the
Issuer's Certificate of Incorporation or Bylaws or any merger, consolidation,
sale or purchase of assets, reorganization, recapitalization, liquidation or
winding up of or by the Issuer or sale of all or substantially all of the
stock or assets of a
<PAGE>
Page 10 of 30
subsidiary of the Issuer, in any case, other than as permitted or
contemplated by the Chevron Combination Agreement. The obligation of the
Reporting Person under the Voting Agreement shall terminate on the earliest
of (i) the Effective Time under and as defined in the Chevron Combination
Agreement, (ii) the date of termination of the Chevron Combination Agreement
in accordance with Article 13 thereof or (iii) December 31, 1996. Any proxy
granted to Chevron under any of the Voting Agreement will be irrevocable for
the term of the Voting Agreement and will be coupled with an interest.
New NGC Stockholders Agreement. Upon consummation of the
------------------------------
transactions provided for in the Chevron Combination Agreement, the
Clearinghouse Owners Stockholders Agreement will be terminated. NOVA Gas
(U.S.), British Gas and Chevron have entered into a Stockholders Agreement
dated May 22, 1996 (the "New NGC Stockholders Agreement"), which will become
effective as of the Effective Time, which relates to certain voting
arrangements, transfer restrictions, corporate governance and other matters.
Board of Directors. The parties to the New NGC Stockholders
------------------
Agreement have agreed to vote their New NGC Common Stock, subject to certain
conditions, to cause the New NGC Board of Directors to consist of 13
directors to be nominated as follows:
(i) each of the BG Group, NOVA Group and Chevron Group 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 New NGC, the nomination of whom
shall be as follows: (A) so long as his employment agreement so
provides, the Chief Executive Officer of New NGC (1) shall be a member
of the New NGC Board of Directors and (2) shall nominate another officer
of New NGC; (B) if the Chief Executive Officer is no longer required to
be a member of the New NGC Board of Directors pursuant to his employment
agreement, then two officers of New NGC shall be nominated by the New
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 New NGC Board of Directors; (B) at all other
times, both such members shall be nominated by the New NGC Board of
Directors;
(iv) all other members, if any, shall be nominated and elected in
accordance with applicable law.
Pursuant to the New NGC Stockholders Agreement, (i) a "Class A
Group" is defined as a Group that owns collectively at least 34,760,890
shares of New NGC
<PAGE>
Page 11 of 30
Common Stock; (ii) a "Class B Group" is defined as a Group that owns
collectively at least 23,173,926 shares of New NGC Common stock but less than
34,760,890 shares of New NGC Common Stock, and (iii) a "Class C Group" is
defined as a Group that owns collectively at least 11,586,963 shares of New
NGC Common Stock but less than 23,173,926 shares of New NGC Common Stock.
Upon consummation of the Combination, the BG Group, the NOVA Group and the
Chevron Group will each own 38,623,211 shares of New NGC Common Stock and,
accordingly, will each be a Class A Group under the New NGC Stockholders
Agreement. Consequently, the BG Group, NOVA Group and Chevron Group will
each be entitled to designate three directors to serve on the New NGC Board
of Directors based their ownership of New NGC Common Stock upon consummation
of the Chevron Combination.
Voting Arrangements on Certain Matters. The parties to the New NGC
--------------------------------------
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 New NGC Certificate of
Incorporation or Bylaws; (ii) any sale of all or substantially all of the
assets of New NGC, including any amendment to the terms of such sale; (iii)
any merger or consolidation of New NGC with any person, or any liquidation or
dissolution of New NGC, including any amendment to the terms of such merger,
consolidation, liquidation or dissolution.
Executive Committee. The New NGC Stockholders Agreement provides
-------------------
that each of the BG Group, the NOVA Group and the Chevron Group, as along 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 New NGC Board of
Directors.
Transfers Restrictions. The New NGC Stockholders Agreement
----------------------
generally prohibits transfers by the parties of shares of New NGC 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 New NGC 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 New NGC Stockholders Agreement have
agreed that prior to January 1, 1997, no party will acquire ownership of an
additional shares of New NGC Common Stock. Any Group that is subject to the
New NGC Stockholders Agreement that is contemplating acquiring additional
shares of New NGC 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 New NGC
Stockholders Agreement have agreed, subject to certain exceptions, not to
enter into any voting trust or agreement or other stockholders agreement
(other than the Trident
<PAGE>
Page 12 of 30
Stockholders Agreement) with respect to the acquisition, disposition or
voting of New NGC Common Stock.
Term; Termination; Certain Waivers. The New NGC Stockholders
----------------------------------
Agreement will have an initial term of ten years commencing at the Effective
Time, 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
the tenth anniversary of the Effective Time. Upon expiration of the initial
term (or any extension thereof, if applicable), the New NGC 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 New NGC 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 New NGC 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 New NGC Common Stock, (ii) the date of the dissolution,
liquidation or winding up of New NGC 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 New NGC Common Stock in excess of 50% of the New NGC
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 New NGC
Common Stock. In general, the New NGC Stockholders Agreement may only be
altered, supplemented, amended or waived by the written consent of each
party.
Joint Ventures. For a period of two years from the Effective Time,
--------------
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 New NGC 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 of NGLs or LPGs involving Caltex directly or
through one or more members of the Chevron Group. Thereafter, no Group will,
either directly or indirectly form any partnership or other business
arrangement involving shared ownership between New NGC 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 and NOVA 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 and NOVA.
<PAGE>
Page 13 of 30
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 of 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) In computing their respective aggregate percentage ownership of Common
Stock and the percentages of Common Stock owned by the other parties to
the Clearinghouse Owners Stockholders Agreement for purposes of this
Schedule 13D, the Reporting Person and NOVA have relied on the annual
report on Form 10-K for the fiscal year ended December 31, 1995, (file
No.1-11156) in which the Issuer reported that 110,493,411 shares of
Common Stock were to be outstanding. As of the close of business on
February 29, 1996, the Reporting Person is the beneficial owner of
38,623,211 shares of Common Stock, constituting approximately 35.0% of
the shares of Common Stock outstanding.
In addition to the shares of Common Stock owned by the Reporting Person,
an additional 55,470,489 shares of Common Stock (approximately 50.2%)
are subject to the Clearinghouse Owners Stockholders Agreement. The
Reporting Person and NOVA disclaim ownership of any of such shares of
Common Stock.
NOVA does not own any shares of the Issuer directly, but may be deemed
to share beneficial ownership of all of 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 rights, NOVA 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.
<PAGE>
Page 14 of 30
(c) Transactions in the shares of Common Stock by the Reporting Person in
the sixty day period ended February 29, 1996, include only the issuance
of an aggregate of 1,857,191 shares of Common Stock directly to the
Reporting Person on the date of the Determination. NOVA acquired no
shares of Common Stock directly in the sixty-day period ended February
29, 1996. The Reporting Person also provided a portion of the funds
utilized by Trident to purchase Trident Common Stock in the tender offer
which was completed immediately prior to the consummation of the
Combination. See the description of such tender offer contained in Item
3 above, which is hereby incorporated by reference in its entirety in
response to this Item 5.
(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 and NOVA.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
The Reporting Person is a party to the Lockup Agreement and the
Ancillary Agreements, which are attached as exhibits hereto and which are
incorporated by reference in their entirety herein. In addition, the
descriptions of such agreements, the Issuer's bylaws and the other agreements
and arrangements of the Reporting Person with respect to the Common Stock and
the Issuer set forth in Item 4 hereof are hereby incorporated by reference in
their entirety in response to this Item 6.
On May 22, 1996, the Issuer, Chevron U.S.A. Inc. and Midstream
Combination Corp. entered into the Chevron Combination Agreement, providing
for a combination of the Issuer with substantially all of Chevron's midstream
assets and certain strategic alliances. (See Item 4.) As part of the
agreement, a new company will be formed and merged with the Issuer. As part
of such transaction, Chevron will receive approximately 25% of newly issued
shares of the common stock of the surviving corporation. Accordingly, the
Reporting Person's ownership will drop to approximately 25% of the common
stock of the surviving corporation.
A copy of the Chevron Combination Agreement is filed as Exhibit 10
to the Schedule 13D and are incorporated herein by reference.
On May 22, 1996, the Reporting Person entered into (i) the New NGC
Stockholders Agreement, which will become effective at the Effective Time
(under and as defined in the Chevron Combination Agreement), and supersede
the New Trident Stockholders Agreement in its entirety, and (ii) the Voting
Agreement pursuant to which the Reporting Person has agreed to vote all of
its shares of Common Stock at any meeting
<PAGE>
Page 15 of 30
or action by written consent, and agreed to execute a proxy in favor of
Chevron to vote such shares (i) in favor of the transactions contemplated by
the Chevron Combination Agreement and (ii) against any other proposal for the
amendment of the Issuer's Certificate of Incorporation or By-laws or any
merger, consolidation, sale or purchase of assets, reorganization,
recapitalization, liquidation or winding up of or by the Issuer or sale of
all or substantially all of the stock or assets of a subsidiary of the
Issuer, in any case other than as permitted or contemplated by the Chevron
Combination Agreement. (See Item 4.)
Copies of the Chevron Combination Agreement, the Stockholders and
the Voting Agreement are filed as Exhibits 10, 11 and 12 to this Schedule 13D
and are incorporated hereby reference.
At present, there are no other contracts, arrangements,
understandings, or relationships with respect to securities of the Issuer
involving the Reporting Person or NOVA.
Item 7. Materials to be filed as Exhibits.
---------------------------------
1. Agreement of Joint Filing (previously filed).
2. Combination Agreement and Plan of Merger, dated as of October 21,
1994, among Trident NGL Holding, Inc., Natural Gas Clearinghouse,
British Gas General Partner Inc., British Gas Limited Partner Inc.,
British Gas NGC L.P., NOVA NGC Inc., Participating Employee
Partners, C.L. Watson, Inc., Stephen W. Bergstrom, Inc., Gilbert
Burciaga, Inc., A.R. Cipriani, Jr., Inc., David C. Feldman, Inc.,
James T. Hackett, Inc., H. Keith Kaelber, Inc., Kenneth E.
Randolph, Inc., Donald R. Sinclair, Inc. and Jacob S. Ulrich, Inc.
(incorporated by reference to Exhibit 2.2 of Trident's Registration
Statement on Form S-4 (registration number 33-88902)).
3. Exhibit 3.5(A) to the Combination Agreement and Plan of Merger
(incorporated by reference to Exhibit 4.20 of Trident's
Registration Statement on Form S-4 (registration number 33-88902)).
4. Exhibit 3.5(B) to the Combination Agreement and Plan of Merger
(incorporated by reference to Exhibit 4.21 of Trident's
Registration Statement on Form S-4 (registration number 33-88902)).
5. Lockup Agreement, dated October 21, 1994, executed by NOVA Gas
Services (U.S.) Inc. in favor of Trident NGL Holding, Inc.
(incorporated by reference to Exhibit 10.36 of Trident's
Registration Statement on Form S-4 (registration number 33-88902)).
<PAGE>
Page 16 of 30
6. Stockholders Agreement, dated as of October 21, 1994, among
Trident NGL Holding, Inc., Hicks, Muse, Tate & Furst Incorporated,
BG Holdings, Inc., NOVA Gas Services (U.S.) Inc. and certain other
stockholders (incorporated by reference to Exhibit 10.50 of
Trident's Registration Statement on Form S-4 (registration number
33-88902)).
7. Stockholders Agreement, dated as of October 21, 1994, among
Trident NGL Holding, Inc. and certain of its stockholders
(incorporated by reference to Exhibit 10.49 of Trident's
Registration Statement on Form S-4 (registration number 33-
88902)).
8. Registration Rights Agreement, dated as of October 21, 1994, among
Trident NGL Holding, Inc., BG Holdings, Inc., NOVA Gas Services
(U.S.) Inc., C.L. Watson, Stephen W. Bergstrom, Gilbert Burciaga,
A.R. Cipriani, Jr., David C. Feldman, Inc., James T. Hackett, H.
Keith Kaelber, Kenneth E. Randolph, Donald R. Sinclair, and Jacob
S. Ulrich (incorporated by reference to Exhibit 10.51 of Trident's
Registration Statement on Form S-4 (registration number 33-
88902)).
9. Amended and Restated Bylaws of NGC Corporation (incorporated by
reference to Exhibit 3.4 of Trident's Registration Statement on
Form S-4 (registration number 33-88902)).
10. Combination Agreement (incorporated by reference to Exhibit 2.1 to
the Issuer's Current Report on Form 8-K dated May 22, 1996.
11. Stockholders Agreement (incorporated by reference to Exhibit 10.44
to Midstream Combination Corp.'s Registration Statement on Form S-
4, Registration Number 333-09419).
12. Voting Agreement.
<PAGE>
Page 17 of 30
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: August 26, 1996.
NOVA CORPORATION
By: /s/ Jack S. Mustoe
---------------------------------
Name: Jack S. Mustoe
Title: Senior Vice President and
General Counsel
NOVA GAS SERVICES (U.S.) INC.
By: /s/ Richard Milner
---------------------------------
Name: Richard Milner
Title: Director
<PAGE>
Page 18 of 30
CUSIP NO. 895926 10 3
SCHEDULE I
----------
The following table sets forth 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 officer and director of NOVA Gas Services
(U.S.) Inc. Unless otherwise indicated, the address of each officer and
director is the address of his/her employer.
<TABLE>
<CAPTION>
Employment Information
------------------------------------------------------------
Name Citizenship Occupation of Employer Employer
---- ----------- ---------- ----------- --------
<S> <C> <C> <C> <C>
Carpenter, David A. United States Secretary and NOVA Gas Services See Item 2
Treasurer of (U.S.) Inc.
NOVA Gas Services 690 Mechanic Street
(U.S.) Inc. Leominster, MA 01453
Milner, Richard C. Canada Senior Vice NOVA Corporation See Item 2
President of 36th Floor
NOVA Corporation 801 7th Avenue, S.W.
Calgary, Alberta
T2P 2NP
Umlah, John R. United States President of NOVA Gas Services See Item 2
NOVA Gas Services (U.S.) Inc.
(U.S.) Inc. 690 Mechanic Street
Leominster, MA 01453
</TABLE>
<PAGE>
Page 19 of 30
CUSIP NO. 895926 10 3
SCHEDULE II
-----------
The following table sets forth 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 officer and director of NOVA Corporation
("NOVA"). Unless otherwise indicated, the address of each officer and
director is the address of their employer.
<TABLE>
<CAPTION>
Employment Information
--------------------------------------------------------------------------
Name and Address Business of
Name Citizenship Occupation of Employer Employer
- ---- ----------- ---------- ---------------- -----------
<S> <C> <C> <C> <C>
Boer, Dr. F. Peter United States President and Tiger Scientific, Inc. Specialty Chemicals
Chief Executive 47 Country Road S.
Officer of Boyton Beach, Florida
Tiger Scientific, 33436
Inc.
Boivin, Mr. Daniel W. Canada Senior Vice NOVA Corporation See Item 2
President of 23rd Floor
NOVA 645 7th Avenue S.W.
Calgary, Alberta
T2P 4G8
Coleman, Mr. Ronald B. Canada President of R.B. Coleman Consulting Oil and gas
R.B. Coleman Co. Ltd. activities
Consulting Co. 1710 Bow Valley Square
Ltd. 2
205 5th Avenue S.W.
Calgary, Alberta
T2P 2V7
Day, Sir J. Graham United Retired P.O. Box 423 __
Kingdom/ Businessman 18 Avon Street
Canada Hanisport, Nova Scotia
B0P 1P0
Dennis, Mrs. Joan A. Canada Assistant NOVA Corporation See Item 2
Secretary and 36th Floor
Secretary to 801 7th Avenue S.W.
the Board of Calgary, Alberta
Directors of T2P 2N6
NOVA
</TABLE>
<PAGE>
Page 20 of 30
<TABLE>
<CAPTION>
Employment Information
--------------------------------------------------------------------------
Name and Address Business of
Name Citizenship Occupation of Employer Employer
- ---- ----------- ---------- ---------------- -----------
<S> <C> <C> <C> <C>
Finn, Mr. Gerry J. Canada Vice President NOVA Corporation See Item 2
of Government 34th Floor
Relations of 801 7th Avenue S.W.
NOVA Calgary, Alberta
T2P 2N6
Grant, Ms. Rhondda E.S. Canada Corporate NOVA Corporation See Item 2
Secretary 31st Floor
801 7th Avenue S.W.
Calgary, Alberta
T2P 2N6
Grant, Mr. John D. Canada Vice President NOVA Corporation See Item 2
of Tax Services 30th Floor
of NOVA 801 7th Avenue S.W.
Calgary, Alberta
T2P 2N6
Healy, Mr. J. Joseph Canada President Hemco Corp. Real Estate
6030 88 Street Development
Edmonton, Alberta
T4J 2N4
Hotchkiss, Mr. Harley N. Canada President and Spartan Resources Ltd. Investments
Director of 1206 Dome Tower
Spartan 333 7th Avenue S.W.
Resources Ltd. Calgary, Alberta
T2P 2Z1
Jespersen, Mr. C. Kent Canada Senior Vice NOVA Corporation See Item 2
President, 18th Floor
Natural Gas 645 Seventh Avenue,
Services of S.W.
NOVA Calgary, Alberta
T2P 4G8
Jewison, Mr. Patrick D. Canada Vice President NOVA Corporation See Item 2
and Controller 30th Floor
of NOVA 801 7th Avenue S.W.
Calgary, Alberta
T2P 2N6
</TABLE>
<PAGE>
Page 21 of 30
<TABLE>
<CAPTION>
Employment Information
--------------------------------------------------------------------------
Name and Address Business of
Name Citizenship Occupation of Employer Employer
- ---- ----------- ---------- ---------------- -----------
<S> <C> <C> <C> <C>
Lipton, Mr. Jeffrey M. Canada President and NOVA Corporation See Item 2
Chief Operating 36th Floor
Officer of 801 7th Avenue S.W.
NOVA Calgary, Alberta
T2P 2N6
MacDonald, Mr. Lawrence A. Canada Vice President NOVA Corporation See Item 2
and Chief 34th Floor
Information 801 7th Avenue S.W.
Officer Calgary, Alberta
T2P 2N6
MacLeod, Mr. John M. Canada Director of 25th Floor, Bow Valley Self-Employed
NOVA, Trimac Square 2
Limited, 205 5th Avenue S.W.
Wascana Calgary, Alberta
Energy Inc., T2P 2V7
Sun Life
Assurance
Company of
Canada and
Advisor to
Alberta
Northeast
Gas Limited
McConaghy, Mr. Dennis J. Canada Vice President, NOVA Corporation See Item 2
Corporate 34th Floor
Development 645 7th Avenue S.W.
Calgary, Alberta
T2P 4G8
Milavsky, Mr. Harold P. Canada Chairman of Quantico Capital Corp. Development and
Quantico 1920 Bankers Hall Management of
Capital Corp. 855 2nd Street S.W. Commercial Income
and Chairman Calgary, Alberta Properties
of the T2P 4J7
Executive
Committee of
Trizec
Corporation
Ltd.
</TABLE>
<PAGE>
Page 22 of 30
<TABLE>
<CAPTION>
Employment Information
--------------------------------------------------------------------------
Name and Address Business of
Name Citizenship Occupation of Employer Employer
- ---- ----------- ---------- ---------------- -----------
<S> <C> <C> <C> <C>
Milne, Mr. Thomas G. Canada Vice President, NOVA Corporation See Item 2
Treasury 31st Floor
Services of 801 7th Avenue S.W.
NOVA Calgary, Alberta
T2P 2N6
Milner, Mr. Richard C. Canada Senior Vice NOVA Corporation See Item 2
President of 18th Floor
NOVA 645 7th Avenue S.W.
Calgary, Alberta
T2P 4G8
Mustoe, Mr. Jack S. Canada Senior Vice NOVA Corporation See Item 2
President and General 36th Floor
Counsel of 801 7th Avenue S.W.
NOVA Calgary, Alberta
T2P 2N6
Newall, Mr. J.E. Canada Vice Chairman and Chief NOVA Corporation See Item 2
Executive 36th Floor
Officer of 801 7th Avenue S.W.
NOVA Calgary, Alberta
T2P 2N6
O'Brien, Ms. Sheila H. Canada Senior Vice NOVA Corporation See Item 2
President, 36th Floor
Human 801 7th Avenue S.W.
Resources Calgary, Alberta
T2P 2N6
Pappas, Dr. Nicholas United States President and Rollins Environment Hazardous Waste
Chief Operating Services, Inc. Treatment and
Officer of 1 Rollins Plaza Management
Rollins Wilmington, Delaware
Environmental 19803
Services, Inc.
Pierce, Mr. Robert L. Canada/ Chairman, Foothills Pipe Line Ltd. Pipeline
United States Chief Executive 33rd Floor Transportation
Officer and a 707 8th Avenue S.W.
Director of Calgary, Alberta
Foothills Pipe T2P 3V3
Line Ltd.
</TABLE>
<PAGE>
Page 23 of 30
<TABLE>
<CAPTION>
Employment Information
--------------------------------------------------------------------------
Name and Address Business of
Name Citizenship Occupation of Employer Employer
- ---- ----------- ---------- ---------------- -----------
<S> <C> <C> <C> <C>
Poole, Mr. A. Terence Canada Senior Vice NOVA Corporation See Item 2
President and 36th Floor
Chief Financial 801 7th Avenue S.W.
Officer of Calgary, Alberta
NOVA T2P 2N6
Rennie, Mrs. Janice Gaye Canada Business 6908 Fulton Drive Commercial Real
Consultant and Edmonton, Alberta Estate Development
Advisor T6A 3V5
Ritchie, Mr. Cedric E. Canada Director of The The Bank of Nova Scotia Banking
Bank of Nova 44 King Street West
Scotia Scotia Plaza
Toronto, Ontario
M5H 1H1
Simpson, Mr. Bruce W. Canada Senior Vice NOVA Corporation See Item 2
President of 35th Floor
NOVA 801 7th Avenue S.W.
Calgary, Alberta
T2P 2N6
Wexler, Ms. Anne A. United States Chairman and The Wexler Group Government
Chief Executive 1317 F Street N.W. Relations and Public
Officer Suite 600 Affairs
Washington, D.C. 20004
</TABLE>
<PAGE>
Page 24 of 30
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
------- -------------
<S> <C>
1. Agreement of Joint Filing (previously filed with original 13D).
2. Combination Agreement and Plan of Merger, dated as of October 21,
1994, among Trident NGL Holding, Inc., Natural Gas Clearinghouse,
British Gas General Partner Inc., British Gas Limited Partner Inc.,
British Gas NGC L.P., NOVA NGC Inc., Participating Employee Partners,
C.L. Watson, Inc., Stephen W. Bergstrom, Inc., Gilbert Burciaga, Inc.,
A.R. Cipriani, Jr., Inc., David C. Feldman, Inc., James T. Hackett,
Inc., H. Keith Kaelber, Inc., Kenneth E. Randolph, Inc., Donald R.
Sinclair, Inc. and Jacob S. Ulrich, Inc. (incorporated by reference to
Exhibit 2.2 of Trident's Registration Statement on Form S-4
(registration number 33-88902)).
3. Exhibit 3.5(A) to the Combination Agreement and Plan of Merger
(incorporated by reference to Exhibit 4.20 of Trident's Registration
Statement on Form S-4 (registration number 33-88902)).
4. Exhibit 3.5(B) to the Combination Agreement and Plan of Merger
(incorporated by reference to Exhibit 4.21 of Trident's Registration
Statement on Form S-4 (registration number 33-88902)).
5. Lockup Agreement, dated October 21, 1994, executed by NOVA Gas Services
(U.S.) Inc. in favor of Trident NGL Holding, Inc. (incorporated by
reference to Exhibit 10.36 of Trident's Registration Statement on Form
S-4 (registration number 33-88902)).
6. Stockholders Agreement, dated as of October 21, 1994, among Trident NGL
Holding, Inc., Hicks, Muse, Tate & Furst Incorporated, BG Holdings,
Inc., NOVA Gas Services (U.S.) Inc. and certain other stockholders
(incorporated by reference to Exhibit 10.50 of Trident's Registration
Statement on Form S-4 (registration number 33-88902)).
7. Stockholders Agreement, dated as of October 21, 1994, among Trident NGL
Holding, Inc. and certain of its stockholders (incorporated by reference
to Exhibit 10.49 of Trident's Registration Statement on Form S-4
(registration number 33-88902)).
8. Registration Rights Agreement, dated as of October 21, 1994, among
Trident NGL Holding, Inc., BG Holdings, Inc., NOVA Gas Services (U.S.)
Inc., C.L. Watson, Stephen W. Bergstrom, Gilbert Burciaga, A.R.
</TABLE>
<PAGE>
Page 25 of 30
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
------- -------------
<S> <C>
Cipriani, Jr., David C. Feldman, Inc., James T. Hackett, H. Keith
Kaelber, Kenneth E. Randolph, Donald R. Sinclair, and Jacob S. Ulrich
(incorporated by reference to Exhibit 10.51 of Trident's Registration
Statement on Form S-4 (registration number 33-88902)).
9. Amended and Restated Bylaws of NGC Corporation (incorporated by
reference to Exhibit 3.4 of Trident's Registration Statement on Form S-4
(registration number 33-88902)).
10. Combination Agreement (incorporated by reference to Exhibit 2.1 to
the Issuer's Current Report on Form 8-K dated May 22, 1996).
11. Stockholders Agreement (incorporated by reference to Exhibit 10.44 to
Midstream Combination Corp.'s Registration Statement on Form S-4,
Registration Number 333-09419.
12. Voting Agreement. 26
</TABLE>
<PAGE>
EXHIBIT 12
Page 26 of 30
VOTING AGREEMENT
----------------
VOTING AGREEMENT ("Agreement") dated as of May 22, 1996, by and between
the undersigned stockholder (the "Stockholder") of NGC CORPORATION, a
Delaware corporation ("NGC") and CHEVRON U.S.A. INC, a Pennsylvania
corporation ("Chevron").
W I T N E S S E T H:
WHEREAS, contemporaneously with the delivery of this Agreement, NGC,
Chevron and Midstream Combination Corp. ("Newco") are entering into that
certain Combination Agreement and Plan of Merger dated as of May 22, 1996
(the "Combination Agreement"), providing for, among other items, the merger
of NGC with and into Newco (the "Merger");
WHEREAS, Stockholder owns the number of shares of NGC Corporation Stock
shown on Schedule I hereto (the "Shares");
WHEREAS, in order to induce Chevron to enter into the Combination
Agreement, Stockholder agrees to vote the Shares in favor of the proposed
Merger and the transactions contemplated by the Combination Agreement, upon
the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of Chevron's entering into the
Combination Agreement and the mutual covenants and agreements set forth
herein, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Voting. Stockholder hereby revokes any and all previous voting
------
agreements and proxies granted with respect to the Shares which are
inconsistent with this Agreement. Stockholder agrees to vote the Shares at
any meeting or action by written consent at which a vote is taken or
requested (i) in favor of the Merger pursuant to the Combination Agreement
and the transactions contemplated thereby and (ii) in opposition to any
proposal (other than pursuant to the Combination Agreement) for the amendment
of NGC's Certificate of Incorporation or Bylaws or any merger, consolidation,
sale, or purchase of any assets, reorganization, recapitalization,
liquidation or winding up of or by NGC or sale of all or substantially all of
the stock or assets of a subsidiary of NGC, in any case, other than as
permitted or contemplated by the Combination Agreement (an "Other Proposal").
Upon the request of Chevron, Stockholder will execute a proxy, in favor of
Chevron, to vote the Shares (i) in favor of the Merger pursuant to the
Combination Agreement and the transactions contemplated thereby and (ii) in
opposition to any Other Proposal. Any such proxy will be irrevocable for the
term of this Agreement and will be coupled with any interest.
2. No Grant of Other Proxies. Except pursuant to this Agreement or
-------------------------
as permitted or contemplated by the Combination Agreement, Stockholder shall
not, without the prior written consent of Chevron, directly or indirectly
grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the voting of the Shares inconsistent with this
Agreement.
<PAGE>
Page 27 of 30
3. Miscellaneous.
-------------
(a) Severability. If any term, provision, covenant or restriction of
------------
this Agreement is held by an court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
(b) Binding Effect and Assignment. This Agreement and all of the
-----------------------------
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but
except as otherwise specifically provided, neither this Agreement nor any of
the rights, interests or obligations of the parties hereto may be assigned by
any of the parties without the prior written consent of the other.
(c) Amendments and Modification. This Agreement may not be modified,
---------------------------
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
(d) Specific Performance. The parties hereto acknowledge that Chevron
--------------------
will be irreparably harmed and that there will be no adequate remedy at law
for a violation of any of the covenants or agreements of Stockholder set
forth herein. Therefore, it is agreed that, in addition to any other
remedies which may be available to Chevron upon any such violation, Chevron
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Chevron at
law or in equity.
(e) Notices. All notices, requests, claims, demands and other
-------
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telecopy, telegram or telex, or sent by mail (registered or
certified mail, postage prepaid, return receipt requested) to the respective
parties as follows:
If to Chevron:
Chevron U.S.A. Inc.
1301 McKinney
Houston, Texas 77010
Attention: Mr. David Stevenson
Facsimile No.: (713) 754-5777
With a copy to:
Mr. Terry Michael Kee
Pillsbury Madison & Sutro LLP
235 Montgomery Street
San Francisco, California 94104
Facsimile No.: (415) 983-1200
<PAGE>
Page 28 of 30
If to Stockholder, to the address set forth on Schedule I, or to such
other address any party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall only be
effective upon receipt.
(f) Governing Law. This Agreement shall be governed by, construed and
-------------
enforced in accordance with the laws of the State of Delaware as applied to
contracts entered into solely between residents of, and to be performed
entirely in, such state.
(g) Entire Agreement. This Agreement contains the entire understanding
----------------
of the parties in respect of the subject matter hereof, and supersedes all
prior negotiations and understandings between the parties with respect to
such subject matters.
(h) Effect of Headings. The section headings herein are for convenience
------------------
only and shall not affect the construction or interpretation of this
Agreement.
(i) Definitions. All capitalized terms used herein shall have the
-----------
meanings defined in the Combination Agreement, unless otherwise defined
herein.
(j) Term and Effect. The obligation of Stockholder under this Agreement
---------------
shall terminate on the earliest of (i) the effective date of the Merger as
provided in the Combination Agreement, (ii) the date of termination of the
Combination Agreement in accordance with Article 13 thereof or (iii) December
31, 1996.
<PAGE>
Page 29 of 30
(k) Counterparts. This Agreement shall be executed in one or more
------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date first above written.
CHEVRON U.S.A. INC.
By
---------------------------
Title
------------------------
NOVA GAS SERVICES (U.S.) INC.
By
---------------------------
Stockholder
Title Director
------------------------
<PAGE>
Page 30 of 30
Schedule I
<TABLE>
<CAPTION>
Name and Address of NGC Stockholder Number of Shares
----------------------------------- ----------------
<S> <C>
NOVA Gas Services (U.S.) Inc. 38,623,211
690 Mechanic Street
Leominster, Massachusetts 01453
</TABLE>
