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 earliest event reported: February 17, 1997
NGC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-11156 94-3248415
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
13430 NORTHWEST FREEWAY, SUITE 1200, HOUSTON, TEXAS 77040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (713) 507-6400
<PAGE>
ITEM 5: OTHER EVENTS
On February 17, 1997, NGC Corporation ("NGC") entered into an
Agreement and Plan of Merger ("Merger Agreement") by and among Destec
Energy, Inc. ("Destec"), The Dow Chemical Company, NGC and NGC
Acquisition Company II and an Asset Purchase Agreement by and between
NGC and The AES Corporation ("AES") concerning a transaction
("Transaction") pursuant to which NGC will simultaneously acquire
Destec and sell Destec's international facilities and operations to
AES. A copy of the press release regarding the signing of the Merger
Agreement and the Transaction is attached hereto as Exhibit 1 and
incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements - None
(b) Pro-Forma Financial Statements - None
(c) Exhibits
99.1 Press Release dated February 18, 1997.
<PAGE>
SIGNATURE
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
By: /s/ KENNETH E. RANDOLPH
Kenneth E. Randolph
Senior Vice President and
General Counsel
Date: February 19, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
99.1 Press Release dated February 18, 1997 5
EXHIBIT 99.1
[NGC CORPORATION LETTERHEAD]
MEDIA CONTACT: Ed McIntosh
713/767-5129
ANALYST CONTACT: Dean Ayers
713/507-6852
NGC TO ACQUIRE DESTEC ENERGY; WILL SELL DESTEC'S
INTERNATIONAL OPERATIONS TO AES
HOUSTON (Feb. 18, 1997) -- NGC Corporation has signed a merger agreement
to acquire Destec Energy, Inc., a leading independent power producer (IPP), in a
deal valued at $1.27 billion in the aggregate, or $21.65 per share of Destec
common stock. Simultaneous with this purchase, NGC will sell Destec's
international facilities and operations to AES Corporation for $407 million,
inclusive of cash and monetizable assets. The deal is expected to close by the
end of the second quarter this year.
More than 80 percent of Destec's shares are currently held by The Dow
Chemical Company, the rest by the public. Dow has agreed to vote in favor of the
proposed merger. The transaction is subject to regulatory and stockholder
approvals.
NGC intends to finance the transaction with interim financing provided
by commercial banks from its existing bank-credit group and cash . The balance
of the interim financing will be retired using a combination of the sale of
non-strategic assets within six to 12 months, long term debt and common and/or
preferred stock.
- more-
<PAGE>
NGC To Acquire Destec
"Today's announcement launches NGC as a major player in the power
generation business and complements our growing position as a nationwide power
marketer," said Chuck Watson, NGC's chairman and chief executive officer. "The
power generation industry has long recognized Destec as being an industry leader
and we plan to build on that reputation. NGC will incorporate Destec's strategic
assets to create an integrated growth platform that will expand our existing
power businesses while creating new energy options and services within NGC's
multi-commodity Energy Store."
Destec currently operates, or has interests in, 20 power generation
facilities in key energy markets across the United States as well as five
international projects. The plants are low-cost producers well positioned for
the highly competitive power markets of the future.
"Destec's organization and assets will allow us to move quickly into the
power-generation market," said Steve Bergstrom, president and chief operating
officer of Natural Gas Clearinghouse and Electric Clearinghouse, Inc., NGC's
power-marketing subsidiary. "There are numerous built in synergies with this
merger that enhance NGC's position as a leader in the wholesale power generation
and marketing business. With Destec's premier asset base we become a major power
producer. Also, by combining these new power-producing resources with our
existing fuel-management expertise, power-marketing skills and the other energy
products and services offered in The Energy Store, NGC increases its presence in
the energy marketplace."
NGC plans to run Destec's operations as an ongoing business and will
need the technical expertise and experience of Destec's organization to continue
building NGC's power business.
- more -
<PAGE>
NGC To Acquire Destec
Chase Securities Inc., acted as financial advisor to NGC for this
transaction.
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.
###
