As filed with the Securities and Exchange Commission on May 14, 1996.
REGISTRATION NO. 33-89546
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NGC CORPORATION
(FORMERLY TRIDENT NGL HOLDING, INC.)
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
75-2386657
(I.R.S. Employer Identification Number)
13430 NORTHWEST FREEWAY, SUITE 1200
HOUSTON, TEXAS 77040
(713) 507-6400
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
KENNETH E. RANDOLPH, ESQ.
13430 NORTHWEST FREEWAY, SUITE 1200
HOUSTON, TEXAS 77040
(713) 507-6400
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<CAPTION>
<S> <C> <C>
DAVID S. PETERMAN, P.C. JOEL R. SWANSON ANTHONY J. RICHMOND
AKIN, GUMP, STRAUSS, HAUER & BAKER & BOTTS, L.L.P. LATHAM & WATKINS
FELD, L.L.P. 3000 ONE SHELL PLAZA 633 WEST FIFTH STREET
711 LOUISIANA, SUITE 1900 910 LOUISIANA SUITE 4000
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002 LOS ANGELES, CALIFORNIA 90071
</TABLE>
DEREGISTRATION OF SHARES OF COMMON STOCK
Pursuant to this Post-Effective Amendment No. 3 ("Post Effective
Amendment No. 3") to the Registration Statement on Form S-3 of NGC Corporation
(Registration No. 33-89546) (the "Registration Statement"), certain shares of
Common Stock, $0.01 par value per share ("Common Stock"), are being
deregistered. The following provides certain information regarding the
deregistration of such shares.
1. The number of shares of Common Stock originally registered under
Amendment No. 1 to the Registration Statement filed with the Securities and
Exchange Commission on March 8, 1995 ("Amendment No. 1") was 24,621,378.
2. NGC Corporation estimated that the number of shares registered under
Amendment No. 1 that had been sold as of the close of business on May 5, 1995
was 76,696.
3. Pursuant to Post-Effective Amendment No. 2, filed with the
Securities and Exchange Commission on May 3, 1995, NGC Corporation deregistered
13,703,015 shares of Common Stock, which included shares of Common Stock
purchased by NGC Corporation pursuant to its tender offer, which closed on March
14, 1995.
4. Accordingly, 10,841,667 shares remained registered under
Post-Effective Amendment No. 2.
5. The offering (the "Offering") of the Common Stock covered by
the Registration Statement terminated on April 15, 1996.
6. NGC estimates that as of May 13, 1996, 9,704,877 shares had
been sold pursuant to the Registration Statement.
7. Accordingly, in connection with the termination of the Offering, NGC
Corporation is, pursuant to this Post-Effective Amendment No. 3, deregistering
1,136,790 shares of Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 3 to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas.
NGC CORPORATION
Dated: May 13, 1996 By: /s/ C. L. WATSON
C. L. Watson
Chairman of the Board,
Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement on Form S-3 has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ C. L. Watson Chairman of the Board, May 13, 1996
Chief Executive Officer,
President and Director
(Principal Executive Officer)
/s/ H. Keith Kaelber Senior Vice President and May 13, 1996
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Stephen W. Bergstrom Senior Vice President and May 13, 1996
Director
/s/ Stuart David Anderson Director May 13, 1996
/s/ Dennis W. Cottrell Director May 13, 1996
_____________________________ Director May , 1996
Roy Alan Gardner
/s/ C. Kent Jespersen Director May 13, 1996
/s/ Jeffrey M. Lipton Director May 13, 1996
/s/ A. Terence Poole Director May 13, 1996
/s/ Daniel W. Dienstbier Director May 13, 1996
/s/ J. Otis Winters Director May 13, 1996
INDEX TO EXHIBITS
*1.1 - Form of Underwriting Agreement.
2.1 - Combination Agreement and Plan of Merger, dated 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 the Exhibits to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-88902)).
4.1 - Amended and Restated Certificate of Incorporation of NGC
Corporation (Incorporated by reference to the Exhibits to the
Registrant's Registration Statement on Form S-4 (Registration
No. 33-88902)).
4.2 - Amended and Restated Bylaws of NGC Corporation (Incorporated
by reference to the Exhibits to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995
(Commission File No.
1-11156).
*5.1 - Opinion of Weil, Gotshal & Manges as to the validity of the
issuance of the securities registered hereby.
*23.1 - Consent of Weil, Gotshal & Manges (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
*23.2 - Consent of Arthur Andersen LLP, independent public
accountants.
*24.1 - Powers of Attorney of directors and officers of the
Registrant.
99.1 - Amended and Restated Stockholders Agreement, dated as of
April 15, 1993, among Trident NGL Holding, Inc., Trident NGL
Holding Subsidiary, Inc., HM/Trident, L.P. and the other
parties listed on Schedule I thereto (Incorporated by
reference to the Exhibits to the Quarterly Report on Form 10-Q
for the Quarterly Period ended June 30, 1994 of Trident NGL
Holding, Inc. (Commission File No. 1-11156)).
99.2 - 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 named therein (Incorporated by
reference to the Exhibits to the Registration Statement on
Form S-4 of Trident NGL Holding, Inc. (Registration No.
33-88902)).
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*Previously filed.
