AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1996.
REGISTRATION NO.333-09419
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NGC CORPORATION*
(Exact name of registrant as specified in its charter)
DELAWARE 1321
(State or other jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
94-3248415
(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)
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KENNETH E. RANDOLPH
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
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)
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WITH COPY TO:
DAVID S. PETERMAN, P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1900 PENNZOIL PLACE, SOUTH TOWER
711 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 220-5800
*This Registration Statement was filed under the name "Midstream Combination
Corp.," the former name of the Registrant. Effective as of August 31, 1996, the
Registrant changed its name to "NGC Corporation."
<PAGE>
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 (the "Registration Statement") of NGC Corporation (the
"Registrant") is to deregister shares of Common Stock, $0.01 par value per share
("Common Stock"), of the Registrant that were not issued in connection with the
Merger (as defined in the Registration Statement). Of the 33,928,605 shares of
Common Stock heretofore registered, only 33,854,512 shares were issued in
connection with the Merger. Accordingly, the Registrant hereby deregisters the
remaining 74,093 shares of Common Stock which were not issued in connection with
the Merger.
<PAGE>
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
designates and appoints H. Keith Kaelber, Kenneth E. Randolph and Lisa Q. Metts,
and each of them, as its or his attorneys-in-fact (the "Attorney-in-Fact") with
full power to act in each capacity stated below, to sign one or more additional
post-effective amendments to this Registration Statement on Form S-4 as any such
Attorney-in-Fact deems appropriate, and to file each such amendment to this
Registration Statement on Form S-4 together with all exhibits thereto and any
and all documents in connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on September 30, 1996.
NGC CORPORATION
By: /s/ C.L. WATSON
C.L. Watson
Chairman of the Board,
Chief Executive Officer and President
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ C.L. WATSON Chairman of the Board, Chief September 30, 1996
C.L. Watson Executive Officer, President and
Director
/S/ STEPHEN W. BERGSTROM Senior Vice President September 30, 1996
Stephen W. Bergstrom and Director
/S/ H. KEITH KAELBER Senior Vice President September 30, 1996
H. Keith Kaelber and Chief Financial Officer
(Principal Financial and
Accounting Officer)
____________________________________ Director September , 1996
Stephen J. Brandon
____________________________________ Director September , 1996
Roy Alan Gardner
/S/ DAVID R. VARNEY Director September 30, 1996
David R. Varney
/S/ C. KENT JESPERSEN Director September 30, 1996
C. Kent Jespersen
<PAGE>
SIGNATURE TITLE DATE
/S/ JEFFREY M. LIPTON Director September 30, 1996
Jeffrey M. Lipton
/S/ ALBERT TERENCE POOLE Director September 30, 1996
Albert Terence Poole
/S/ DANIEL L. DIENSTBIER Director September 30, 1996
Daniel L. Dienstbier
/S/ J. OTIS WINTERS Director September 30, 1996
J. Otis Winters
/S/ DARALD W. CALLAHAN Director September 30, 1996
Darald W. Callahan
/S/ DONALD L. PAUL Director September 30, 1996
Donald L. Paul
/S/ PETER J. ROBERTSON Director September 30, 1996
Peter J. Robertson
</TABLE>
