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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[_] Preliminary Information Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(D)(2))
[X] Definitive Information Statement
NGC CORPORATION
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(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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NGC CORPORATION
1000 LOUISIANA, SUITE 5800
HOUSTON, TEXAS 77002
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
This Notice and the accompanying Information Statement are being furnished
to the stockholders of NGC Corporation, a Delaware corporation (the
"Company"), in connection with the amendment of the Company's Restated
Certificate of Incorporation to effect a change in the name of the Company
(the "Amendment").
The Board of Directors has approved, and stockholders representing
116,369,628 shares (approximately 76.2%) of the 152,628,984 shares of Common
Stock outstanding on June 8, 1998 have consented in writing, to the Amendment.
Such approval and consent are sufficient under Section 228 of the Delaware
General Corporation Law and the Company's Bylaws to approve the Amendment.
Accordingly, your consent is not required and is not being solicited.
The accompanying Information Statement is furnished pursuant to Section
14(c) of the Securities Exchange Act of 1934.
By Order of the Board of Directors,
/s/ KENNETH E. RANDOLPH
-----------------------------------
Kenneth E. Randolph
Secretary
June 15, 1998
WE ARE NOT ASKING YOU FOR A PROXY OR A CONSENT
AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR A CONSENT.
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NGC CORPORATION
1000 LOUISIANA, SUITE 5800
HOUSTON, TEXAS 77002
INFORMATION STATEMENT
This Information Statement is being furnished to stockholders of NGC
Corporation, a Delaware corporation (the "Company"), to advise them of
corporate action taken without a meeting by less than unanimous written
consent of stockholders in accordance with the provisions of Section 228 of
the Delaware General Corporation Law ("DGCL") to amend the Company's Restated
Certificate of Incorporation (the "Certificate of Incorporation") to effect a
change in the name of the Company (the "Amendment").
The Board of Directors has approved, and a total of three stockholders (the
"Consenting Stockholders") representing 116,369,628 shares (approximately
76.2%) of the 152,628,984 outstanding shares of Common Stock of the Company on
June 8, 1998 (the "Record Date") have consented in writing to the Amendment.
Accordingly, all corporate actions necessary to authorize the Amendment have
been taken. In accordance with the regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
authorization of the Amendment by the Board of Directors and Consenting
Stockholders will not become effective until twenty days after the Company has
mailed this Information Statement to the stockholders of the Company. Promptly
following the expiration of this twenty day period, the Company intends to
file the Amendment with the Delaware Secretary of State. The Amendment will
become effective as of 5:00 p.m., Eastern Standard Time, on the date of such
filing (the "Effective Date"). The Company expects to effect the Amendment on
July 6, 1998. The executive offices of the Company are located at 1000
Louisiana, Suite 5800, Houston, Texas 77002.
PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to holders of the
Company's outstanding Common Stock, the Company's only class of voting
securities outstanding, on or about June 15, 1998. Each holder of record of
shares of the Company's Common Stock at the close of business on the Record
Date is entitled to receive a copy of this Information Statement.
<PAGE>
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
GENERAL
The Board of Directors and Consenting Stockholders have approved the
Amendment to the Restated Certificate of Incorporation of the Company to
change the name of the Company from "NGC Corporation" to "Dynegy Inc.". The
complete text of the Certificate of Amendment which reflects the Amendment is
set forth in Appendix A, however, such text is subject to change to the extent
required by the Delaware Secretary of State. Upon filing of the Certificate of
Amendment with the Delaware Secretary of State, the change in the name of the
Company will be effective.
The Amendment will be effected by means of filing the Certificate of
Amendment with the Delaware Secretary of State. In accordance with the
regulations promulgated under the Exchange Act, the authorization of the
Amendment by the Board of Directors and Consenting Stockholders shall not
become effective until twenty days after the Company has mailed this
Information Statement to the stockholders of the Company. Promptly following
the expiration of this twenty day period, the Company intends to file the
Certificate of Amendment with the Delaware Secretary of State and the
Amendment will become effective as of 5:00 p.m., Eastern Standard Time, on the
date of such filing ("Effective Date").
PRINCIPAL EFFECTS OF AND REASONS FOR THE AMENDMENT
The principal effect of the Amendment will be to change the name of the
Company from NGC Corporation to Dynegy Inc. After the Effective Date, which is
expected to occur on July 6, 1998, the Company's Common Stock will trade under
the symbol "DYN" on the New York Stock Exchange ("NYSE"). The Amendment will
not affect the registration of the shares under the Exchange Act, or the
listing of the shares on the NYSE (except for the change in the Company's
ticker symbol). Holders of the Company's Common Stock will not be asked to
exchange stock certificates to reflect the change in the Company's name, and
all outstanding certificates shall continue to represent shares of the
Company's Common Stock after the Effective Date. Accordingly, stockholders
should not submit stock certificates to the Company or its transfer agent as a
result of the Amendment. The Company changed its name to Dynegy Inc. in order
to recognize the Company's evolution from a natural gas marketing company to
an energy company with a full range of energy products and services to meet
the growing challenges of the energy market of the future.
The Company's stockholders are not entitled to dissenters' rights of
appraisal with respect to the Amendment.
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of June 8, 1998, by (i) each person who is known
by the Company to own beneficially 5% or more of Common Stock, (ii) each
director of the Company, (iii) each executive officer of the Company named in
the summary compensation table of the Company's proxy statement for its 1998
annual meeting, and (iv) all directors and executive officers of the Company
as a group. Share amounts and percentages shown for each individual or group
in the table are adjusted to give effect to the exercise of all options and
warrants exercisable by such individual or group within 60 days of June 8,
1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES(1) PERCENT OF CLASS(2)
------------------- -------------------
<S> <C> <C>
BG Holdings, Inc.(3)................... 38,789,876 25.4
5444 Westheimer
Houston, Texas 77056
BG plc(3)(4)........................... 38,789,876 25.4
100 Thames Valley Park Drive
Reading
Berkshire RG6 1PT
NOVA Gas Services (U.S.) Inc.(3)....... 38,789,876 25.4
690 Mechanic Street
Leominster, Massachusetts 01453
NOVA Corporation(3)(5)................. 38,789,876 25.4
801 Seventh Avenue, S.W.
Calgary, Alberta T2P 2N6
Chevron U.S.A. Inc.(3)(6).............. 38,789,876 25.4
1301 McKinney
Houston, Texas 77010
Chevron Corporation(3)(6)(7)........... 38,789,876 25.4
575 Market Street
San Francisco, California 94104
C.L. Watson(8)......................... 9,004,822 5.8
1000 Louisiana, Suite 5800
Houston, Texas 77002
Thomas M. Matthews(9).................. 1,000 *
Stephen W. Bergstrom(10)............... 2,196,991 1.4
John U. Clarke(9)...................... 3,000 *
Kenneth E. Randolph(11)................ 1,184,003 *
Stephen J. Brandon..................... -- --
Frank J. Chapman....................... -- --
Paul Nicholas Woollacott............... -- --
Jeffrey M. Lipton(12).................. 7,810 *
Jack S. Mustoe......................... -- --
A. Terence Poole....................... 3,655 *
Darald W. Callahan..................... -- --
Peter J. Robertson..................... -- --
Patricia A. Woertz..................... -- --
Daniel L. Dienstbier................... 9,306 *
J. Otis Winters(13).................... 13,939 *
Executive Officers and Directors of the
Company as a Group
(19 persons)(8)(9)(10)(11)(12)(13).... 12,468,522 8.1
</TABLE>
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* Less than 1%.
(1) Unless otherwise noted, each of the persons has sole voting and
investment power with respect to the shares reported.
(2) Based upon 152,628,984 shares of Common Stock outstanding at June 8,
1998.
(3) BG Holdings, Inc. ("BG Holding"), NOVA Gas Services (U.S.) Inc. ("NOVA
Gas"), and Chevron U.S.A. Inc. ("Chevron") are parties to that certain
Stockholders Agreement effective August 31, 1996 (the "NGC Stockholders
Agreement"), which provides that, among other things, the parties thereto
will vote their Common Stock, subject to certain conditions, to elect as
the thirteen directors of NGC, three designees of BG Holding, three
designees of NOVA Gas, three designees of Chevron, two officers of NGC
nominated by the Board and two independent directors nominated by the
Board. Approximately 76.3%, or 116,369,628 shares of Common Stock are
subject to the NGC Stockholders Agreement.
(4) BG plc, through subsidiaries, indirectly owns 100% of the capital stock
of BG Holding. Consequently, BG plc may be deemed to beneficially own all
of the shares of Common Stock owned of record by BG Holding.
(5) NOVA Corporation ("NOVA"), through subsidiaries, indirectly owns 100% of
the capital stock of NOVA Gas. Consequently, NOVA may be deemed to
beneficially own all of the shares of Common Stock owned of record by
NOVA Gas.
(6) Excludes 7,143,363 shares of NGC Series A Participating Preferred Stock
("Preferred Stock") held of record by Chevron. Each share of Preferred
Stock may be converted into one share of Common Stock at the option of
Chevron upon the occurrence of certain events or automatically upon the
sale by Chevron to a non-affiliate.
(7) Chevron Corporation beneficially owns 100% of the capital stock of
Chevron. Consequently, Chevron Corporation may be deemed to beneficially
own all of the shares of Common Stock and Preferred Stock owned of record
by Chevron.
(8) Includes 7,143,531 shares held of record by Wincrest Ventures L.P., a
limited partnership, of which Mr. Watson and his wife are the sole
shareholders of the corporate general partner and of which Mr. Watson,
his wife and certain trusts (the "Trusts") established by Mr. Watson for
the benefit of his three minor children, of which Mr. Watson or his wife
are the sole trustees, and a corporation, of which Mr. Watson and the
Trusts are the sole shareholders, are the sole limited partners (the
"Family Limited Partnership"). Mr. Watson may be deemed to beneficially
own all of the shares of Common Stock held by the Family Limited
Partnership. The number of shares also includes 85,326 shares of Common
Stock that are owned by certain trusts established by Mr. Watson for the
benefit of his wife, his three minor children and himself. Mr. Watson is
the sole trustee of these trusts. Mr. Watson may be deemed to
beneficially own all of the shares of Common Stock held by such trusts.
Also includes 1,775,965 shares of Common Stock issuable upon the exercise
of employee stock options held by Mr. Watson that are exercisable within
60 days of June 8, 1998. The number of shares does not include
approximately 2,127 shares of Common Stock held by the Trustee of the NGC
Corporation Profit Sharing/401(k) Savings Plan (the "401(k) Plan") as of
December 31, 1997, for the account of Mr. Watson. Participants in the
401(k) Plan have no voting or investment power with respect to such
shares until their distribution to such participants upon termination of
their employment. In addition, participants may elect to take cash in
lieu of shares of Common Stock upon termination of their employment.
(9) The number of shares does not include approximately 646 and 401 shares,
respectively, of Common Stock held by the Trustee of the 401(k) Plan as
of December 31, 1997, for the accounts of Messrs. Matthews and Clarke,
respectively. Participants in the 401(k) Plan have no voting or
investment power with respect to such shares until their distribution to
such participants upon termination of their employment. In addition,
participants may elect to take cash in lieu of shares of Common Stock
upon termination of their employment.
(10) Includes 580,563 shares of Common Stock that is owned by trusts
established by Mr. Bergstrom for the benefit of his two minor children.
Mr. Bergstrom's father is the sole trustee of such trusts. Mr. Bergstrom
disclaims beneficial ownership of all of the shares of Common Stock held
by such trusts. Also includes 16,760 shares of Common Stock issuable upon
the exercise of employee stock options held by Mr. Bergstrom that are
exercisable within 60 days of June 8, 1998. The number of shares does not
include approximately 2,357 shares of Common Stock held by the Trustee of
the Company's 401(k) Plan as of December 31, 1997 for the account of Mr.
Bergstrom. Participants in the 401(k) Plan have no voting or investment
power with respect to such shares until their distribution to such
participants upon termination of their employment. In addition,
participants may elect to take cash in lieu of shares of Common Stock
upon their termination of employment.
(11) Includes 26,776 shares of Common Stock issuable upon the exercise of
employee stock options held by Mr. Randolph that are exercisable within
60 days of June 8, 1998. The number of shares does not include
approximately 2,175 shares of Common Stock held by the Trustee of the
Company's 401(k) Plan as of December 31, 1997 for the account of Mr.
Randolph. Participants in the 401(k) Plan have no voting or investment
power with respect to such shares until their distribution to such
participants upon termination of their employment. In addition,
participants may elect to take cash in lieu of shares of Common Stock
upon termination of their employment.
(12) Includes 800 shares of Common Stock owned by Mr. Lipton's wife.
(13) Includes 7,711 shares of Common Stock held by Mr. Winters and 6,228
shares issuable to Mr. Winters upon the exercise of an immediately
exercisable warrant.
By order of the Board of Directors
/s/ KENNETH E. RANDOLPH
------------------------------------
Kenneth E. Randolph
Secretary
June 15, 1998
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
TO
THE RESTATED CERTIFICATE OF INCORPORATION
OF
NGC CORPORATION
NGC CORPORATION, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly adopted
resolutions proposing and declaring the following amendment of the Restated
Certificate of Incorporation of the Corporation to be advisable and
recommending the adoption of such amendment by the stockholders of the
Corporation.
SECOND: That in lieu of a meeting and vote of the stockholders of the
Corporation, the requisite stockholder approval was obtained by written
consent to the following amendment in accordance with the provisions of
Section 228 of the Delaware General Corporation Law ("DGCL") and prompt notice
of taking of corporate action without a meeting has been duly given in
accordance with Section 228(d) of the DGCL.
THIRD: The Restated Certificate of Incorporation of the Corporation is
amended by deleting article First in its entirety and replacing it with a new
Article First which reads as follows:
"FIRST. The name of the corporation is "Dynegy Inc." (the
"Corporation")."
FOURTH: That the amendment was duly adopted in accordance with the
provisions of Sections 228 and 242 of the DGCL.
FIFTH: This Certificate of Amendment shall become effective at 5:00 p.m.,
Eastern Standard Time, on July , 1998.
IN WITNESS WHEREOF, NGC Corporation has caused this certificate to be signed
by , its , this day of July, 1998.
NGC Corporation
By: _________________________________
