<PAGE>
Filed pursuant to Rule 424(b)(2)
Registration No. 333-12987
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 7, 1996)
$175,000,000
NGC CORPORATION
7 1/8% SENIOR DEBENTURES DUE MAY 15, 2018
-----------
[LOGO OF NGC CORPORATION APPEARS HERE]
NGC Corporation (the "Company" or "NGC") is offering $175,000,000 aggregate
principal amount of 7 1/8% Senior Debentures due 2018 (the "Senior
Debentures"). Interest on the Senior Debentures is payable semiannually on May
15 and November 15 of each year, commencing November 15, 1998. The Senior
Debentures will be redeemable, at the option of the Company, in whole at any
time or in part from time to time, at a redemption price equal to the greater
of (i) 100% of their principal amount plus accrued interest thereon to the
date of redemption and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of
redemption, on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months), at the Treasury Rate (as defined herein) plus 20 basis
points plus accrued interest thereon to the date of redemption. The Senior
Debentures will not be subject to any sinking fund. See "Description of Senior
Debentures."
The Senior Debentures will be general unsecured obligations of the Company
and will rank pari passu with the Company's existing and future unsecured and
unsubordinated indebtedness. Neither the Company nor any of its subsidiaries
have any outstanding indebtedness that is secured or senior to the Senior
Debentures.
The Senior Debentures will be issued and represented by one certificate and
will be registered in the name of the nominee of The Depository Trust Company
("DTC") or any successor depository (the "Depository") and such nominee will
be the sole holder of the Senior Debentures. An owner of an interest in the
Senior Debentures ("Beneficial Owner") will not be entitled to the delivery of
a definitive security except in limited circumstances. A Beneficial Owner's
interest in the Senior Debentures will be recorded on the records of the
Depository's participants, in integral multiples of $1,000, and shall entitle
the Beneficial Owner to certain rights which may be exercised only through the
Depository and the Depository's book-entry system. The Senior Debentures are
expected to trade in the DTC's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the Senior Debentures will
therefore settle in immediately available funds. See "Description of Senior
Debentures--Book-Entry Only System."
The Senior Debentures are an issue of the Company's Securities described in
the accompanying Prospectus (the "Prospectus") to which this Prospectus
Supplement relates.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) COMPANY(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Senior Debenture 99.654% 0.875% 98.779%
- --------------------------------------------------------------------------------
Total $174,394,500 $1,531,250 $172,863,250
- --------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from May 20, 1998.
(2) For information regarding indemnification of the Underwriters, see
"Underwriting."
(3) Before deducting expenses payable by the Company estimated at $150,000.
-----------
The Senior Debentures are being offered by the several Underwriters subject
to prior sale, when, as and if accepted by them and subject to certain
conditions. It is expected that delivery of the Senior Debentures will be made
through the book-entry facilities of the DTC on or about May 20, 1998.
-----------
SALOMON SMITH BARNEY
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
May 15, 1998
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SENIOR
DEBENTURES, INCLUDING ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS, AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
S-2
<PAGE>
THE COMPANY
NGC is a leading North American marketer of natural gas, natural gas
liquids, electricity and crude oil and is engaged in natural gas gathering,
processing and transportation through direct and indirect ownership and
operation of natural gas processing plants, fractionators, storage facilities
and pipelines and engages in electric power generation through direct and
indirect ownership of cogeneration and other electric power producing
facilities. Acting in the role of a large-scale aggregator, processor,
marketer and reliable supplier of multiple energy products and services, NGC
has evolved into a reliable energy commodity and service provider.
The Company is a holding company that conducts substantially all of its
business through its subsidiaries. From inception of operations in 1984 until
1990, Natural Gas Clearinghouse ("Clearinghouse") limited its activities
primarily to natural gas marketing. Starting in 1990, Clearinghouse began
expanding its core business operations through acquisitions and strategic
alliances with certain of its shareholders resulting in the formation of a
midstream energy asset business and establishing energy marketing operations
in both Canada and the United Kingdom. Effective March 1, 1995, Clearinghouse
and Trident NGL Holding, Inc., a fully integrated natural gas liquids company,
merged and the combined entity was renamed NGC Corporation ("Trident
Combination"). On August 31, 1996, NGC completed a strategic combination with
Chevron U.S.A. Inc. and certain Chevron affiliates (collectively "Chevron")
whereby substantially all of Chevron's midstream assets were merged with NGC
("Chevron Combination"). In June 1997, NGC acquired Destec Energy, Inc.
("Destec"), a leading independent power producer. By virtue of the growth of
NGC's core businesses combined with the synergies derived from these
transactions, NGC has established itself as an industry leader providing
quality, competitively priced energy products and services to customers
primarily throughout North America and in the United Kingdom.
BG plc, Chevron and NOVA Corporation each own approximately 26% of the
outstanding common stock of NGC.
The principal executive office of the Company is located at 1000 Louisiana,
Suite 5800, Houston, Texas 77002, and the telephone number of that office is
(713) 507-6400. NGC and its affiliates maintain marketing and/or regional
offices in Atlanta, Georgia; Bogata, Colombia; Boston, Massachusetts; Calgary,
Alberta; Chicago, Illinois; Dallas, Texas; Englewood, Colorado; London,
England; Mexico City, Mexico; Midland, Texas; Oklahoma City, Oklahoma;
Pleasanton, California; Tampa, Florida; Tulsa, Oklahoma; and Washington D.C.
S-3
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Senior Debentures are estimated to be
approximately $173 million, after deducting estimated underwriting discounts
and commissions and expenses associated with this offering. The Company
intends to use such proceeds to finance a portion of the cost of redeeming
$105 million in principal amount of the 10.25% Subordinated Notes due 2003
(the "Warren Subordinated Notes") of Warren NGL, Inc. a wholly-owned
subsidiary of the Company ("Warren"), and $65 million in principal amount of
the 14% Senior Subordinated Notes due 2001 of Warren (the "Warren Senior
Subordinated Notes"). The Warren Senior Subordinated Notes were redeemed in
full on March 31, 1998 at a cost of $70.3 million, including premium and
accrued interest, and the Warren Subordinated Notes were redeemed in full on
April 15, 1998 at a cost of $109.8 million, including premium and accrued
interest. NGC used cash on hand and borrowings under its existing credit
arrangements to fund these redemptions. Substantially all of such short-term
borrowings will be repaid with the proceeds of this offering.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the years ended December 31, 1997 and 1996.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
(a) 4.07
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income before income taxes and fixed charges (excluding capitalized
interest and depreciation of interest previously capitalized) less
undistributed income from equity investees. Fixed charges consist of (i) the
Company's interest expense, (ii) amortization of deferred financing costs,
(iii) interest capitalized during the year and (iv) the portion of the
Company's lease rental expense representative of the interest factor
attributable to such leases.
A statement setting forth the computation of the ratios of earnings to fixed
charges is filed as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997 (the "1997 10-K"), which is incorporated by
reference herein.
- --------
(a) Earnings were inadequate to cover fixed charges for the year ended
December 31, 1997, by approximately $72.9 million.
S-4
<PAGE>
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of the
Company at December 31, 1997, on a historical basis and as adjusted to give
effect to the issuance and sale of the Senior Debentures offered hereby, the
application of the estimated net proceeds therefrom, and the redemption of the
Warren Senior Subordinated Notes and the Warren Subordinated Notes. See "Use of
Proceeds."
<TABLE>
<CAPTION>
HISTORICAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt (including current maturities)......... $ 275 $ 275
========== ==========
Long-term debt:
Commercial paper..................................... 229,500 236,478
Revolving credit facility............................ 110,000 110,000
6 3/4% Senior Notes due December 15, 2005............ 150,000 150,000
7 5/8% Senior Debentures due October 15, 2026........ 175,000 175,000
7 1/8% Senior Debentures due May 15, 2018............ -- 175,000
Chevron Note (1)..................................... 155,373 155,373
Unamortized debt premium--Chevron Note(1)............ 1,609 1,609
Warren Senior Subordinated Notes (2)................. 65,000 --
Warren Subordinated Notes (2)........................ 105,000 --
Unamortized debt premium--Warren Notes (2)........... 10,297 --
Other................................................ 275 275
---------- ----------
Total long-term debt............................... 1,002,054 1,003,735
---------- ----------
Company Obligated Preferred Securities of Subsidiary
Trust................................................. 200,000 200,000
Stockholders' equity:
Preferred Stock, $0.01 par value, 50,000,000 shares
authorized: 8,000,000 shares designated as Series A
Participating Preferred Stock, 7,815,363 shares
issued and outstanding.............................. 75,418 75,418
Common Stock, $0.01 par value, 400,000,000 shares
authorized, 151,796,622 shares issued............... 1,518 1,518
Additional paid-in capital........................... 919,720 919,720
Retained earnings.................................... 32,975 32,975
Less: treasury stock, at cost: 654,900 shares........ (10,506) (10,506)
---------- ----------
Total stockholders' equity.......................... 1,019,125 1,019,125
---------- ----------
Total capitalization............................... $2,221,179 $2,222,860
========== ==========
</TABLE>
- --------
(1) Consists of indebtedness assumed in the Chevron Combination, accompanied by
the unamortized debt premium originally recorded on the effective date of
the transaction in order to adjust the book value of the indebtedness to
market as at that date.
(2) Consists of indebtedness issued by the Company's wholly owned subsidiary
Warren.
S-5
<PAGE>
DESCRIPTION OF SENIOR DEBENTURES
The following description of the particular terms of the Senior Debentures
offered hereby (referred to in the accompanying Prospectus as the
"Securities") supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the Securities set
forth in the Prospectus, to which description reference is hereby made.
Capitalized terms defined in the accompanying Prospectus have the same
meanings when used herein.
GENERAL
The summary contained in this Prospectus Supplement of certain provisions of
the Indenture dated as of September 26, 1996, as amended and restated as of
March 23, 1998 (the "Indenture") between the Company and The First National
Bank of Chicago, as trustee (the "Trustee"), a form of which is filed as an
exhibit to the Company's 1997 10-K, does not purport to be complete and is
subject to and qualified in its entirety by reference to the Indenture and the
Senior Debentures.
The Senior Debentures will be limited to $175,000,000 aggregate principal
amount and will mature on May 15, 2018. Interest at the annual rate set forth
on the cover page of this Prospectus Supplement is to accrue from May 20,
1998, and is to be payable semiannually on May 15 and November 15, commencing
November 15, 1998, to the Persons in whose names the Senior Debentures are
registered at the close of business on the preceding May 1 or November 1,
respectively. All payments on the Senior Debentures will be made in U.S.
dollars.
The Senior Debentures will be general unsecured obligations of the Company
and will rank pari passu with the Company's existing and future unsecured and
unsubordinated indebtedness.
The Senior Debentures will not be subject to any sinking fund.
OPTIONAL REDEMPTION
The Senior Debentures will be redeemable, at the option of the Company, in
whole at any time or in part from time to time, on at least 30 days but not
more than 60 days prior notice mailed to the registered address of each holder
of Senior Debentures to be so redeemed, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Senior Debentures to be so
redeemed plus accrued interest thereon to the date of redemption and (ii) the
sum of the present values of the remaining scheduled payments of principal of
the Senior Debentures to be so redeemed and interest thereon discounted to the
date of redemption, on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months), at the Treasury Rate (as defined herein) plus 20
basis points plus accrued interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Senior Debentures to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Senior Debentures. "Independent
Investment Banker" means the Reference Treasury Dealer.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m.
S-6
<PAGE>
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, the average of the Reference Treasury Dealer Quotations for such
redemption date. "Reference Treasury Dealer Quotations" means, with respect to
the Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by the Reference Treasury Dealer at
5:00 p.m. on the third business day preceding such redemption date.
"Reference Treasury Dealer" means Salomon Brothers Inc and its successors;
provided, however, that if Salomon Brothers Inc shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer.
The discharge and defeasance provisions and the covenant provisions
described in the accompanying Prospectus under "Description of Securities--
Defeasance," "--Limitation on Liens", and "--Consideration, Merger and Sale of
Assets" will apply to the Senior Debentures.
BOOK-ENTRY ONLY SYSTEM
The Senior Debentures will be issuable only as Registered Securities and
will be represented by one certificate (the "Global Security") to be
registered in the name of a nominee of DTC or any successor depository (the
"Depository"). The Depository will maintain the Senior Debentures in
denominations of $1,000 and integral multiples thereof through its book-entry
facilities. See "Description of Securities--Global Securities" in the
accompanying Prospectus for additional information concerning the Global
Security. In accordance with its normal procedures, the Depository will record
the interests of each Depository participating firm ("Participant") in the
Senior Debentures, whether held for its own account or as a nominee for
another Person.
So long as the nominee of the Depository is the registered owner of the
Senior Debentures, such nominee will be considered the sole owner or holder of
the Senior Debentures for all purposes under the Indenture and any applicable
laws. Except as otherwise provided below, a Beneficial Owner of interests in
the Senior Debentures will not be entitled to receive a physical certificate
representing such ownership interest and will not be considered an owner or
holder of the Senior Debentures under the Indenture. A Beneficial Owner is the
Person who has the right to sell, transfer or otherwise dispose of an interest
in the Senior Debentures and the right to receive the proceeds therefrom, as
well as interest, principal and premium (if any) payable in respect thereof. A
Beneficial Owner's interest in the Senior Debentures will be recorded, in
integral multiples of $1,000, on the records of the Participant that maintains
such Beneficial Owner's account for such purpose. In turn, the Participant's
interest in such Senior Debentures will be recorded, in integral multiples of
$1,000, on the records of the Depository. Therefore, the Beneficial Owner must
rely on the foregoing arrangements to evidence its interest in the Senior
Debentures. Beneficial ownership of the Senior Debentures may be transferred
only by compliance with the procedures of a Beneficial Owner's Participant
(e.g., brokerage firm) and the Depository. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws may impair the ability to transfer
beneficial interests in the Senior Debentures represented by the Global
Security.
All rights of ownership must be exercised through the Depository and the
book-entry system, and notices that are to be given to registered owners by
the Company or the Trustee will be given only to the Depository. It is
expected that the Depository will forward the notices to the Participants who
will in turn forward the notices to the Beneficial Owners. Neither the
Company, the Trustee nor any Paying Agent or the registrar for the Senior
Debentures will have any responsibility or obligation to assure that any
notices are forwarded by the Depository to any Participant or by any
Participant to the Beneficial Owners.
Payments of principal of and interest on the Senior Debentures represented
by the Global Security registered in the name of the Depository or its nominee
will be made by the Company through the Paying Agent in
S-7
<PAGE>
immediately available funds to the Depository or its nominee, as the case may
be, as the registered owner of the Senior Debentures represented by such
Global Security.
The Company has been advised that the Depository or its nominee, upon
receipt of any payment of principal or interest in respect of the Senior
Debentures represented by the Global Security, will credit immediately the
accounts of the related Participants with payment in amounts proportionate to
their respective beneficial interest in the Senior Debentures represented by
the Global Security as shown on the records of the Depository. The Company
expects the payments by Participants to Beneficial Owners will be governed by
standing customer instructions and customary practices. Such payments will be
the responsibility of such Participants.
DTC has advised the Company and the Underwriters as follows: DTC is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC was created to hold securities of
Participants and to facilitate the clearance and settlement of securities
transactions among Participants in such securities transactions through
electronic book-entry changes in accounts of Participants, thereby eliminating
the need for physical movement of securities certificates. Participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations, some
of whom (and/or their representatives) own DTC. Access to DTC's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. Persons who are not Participants
may beneficially own securities held by DTC only through Participants.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement of the Senior Debentures will be made by the Underwriters in
immediately available funds. So long as the Senior Debentures are in the form
of Book-Entry Securities, all payments of principal and interest will be made
by the Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Senior
Debentures are expected to trade in the DTC's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Senior Debentures
will therefore be required by the Depository to settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Senior
Debentures.
S-8
<PAGE>
UNDERWRITING
The underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of the underwriting agreement (the
"Underwriting Agreement") between the Company and the several Underwriters, to
purchase the respective principal amount of Senior Debentures set forth
opposite their respective names below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
SENIOR
UNDERWRITERS DEBENTURES
------------ ------------
<S> <C>
Salomon Brothers Inc........................................ $ 43,750,000
Chase Securities Inc........................................ 43,750,000
Citicorp Securities, Inc.................................... 43,750,000
NationsBanc Montgomery Securities LLC....................... 43,750,000
------------
Total..................................................... $175,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
to purchase the Senior Debentures are subject to certain conditions and that,
if any Senior Debentures are purchased by the Underwriters pursuant to the
Underwriting Agreement, all of the Senior Debentures agreed to be purchased by
the Underwriters pursuant to the Underwriting Agreement must be so purchased.
The Company has been advised by the Underwriters that they propose to offer
the Senior Debentures offered hereby initially at the public offering price
set forth on the cover page of this Prospectus Supplement, and to certain
selected dealers (who may include Underwriters) at such public offering price
less a concession not to exceed 0.500% of the principal amount of the Senior
Debentures. The Underwriters or such selected dealers may reallow a commission
to certain other dealers not to exceed 0.250% of the principal amount of the
Senior Debentures. After the initial public offering, the public offering
price, the concession to selected dealers and the reallowance to other dealers
may be changed by the Underwriters.
There is no public market for the Senior Debentures, and the Company has no
plans to list the Senior Debentures on a securities exchange. The Company has
been advised by each Underwriter that it presently intends to make a market in
the Senior Debentures; however, none of the Underwriters are obligated to do
so. Any such market-making may be discontinued at any time, for any reason,
without notice. If any of the Underwriters ceases to act as a market-maker for
the Senior Debentures for any reason, there can be no assurance that another
firm or person will make a market in the Senior Debentures. There can be no
assurance that an active market for the Senior Debentures will develop or, if
a market does develop, at what prices the Senior Debentures will trade.
In connection with this offering and in compliance with applicable law, the
Underwriters may overallot (i.e., sell more Senior Debentures than the total
amount shown on the list of Underwriters and participations which appears
above) and may effect transactions which stabilize, maintain or otherwise
affect the market price of the Senior Debentures at levels above those which
might otherwise prevail in the open market. Such transactions may include
placing bids for the Senior Debentures or effecting purchases of the Senior
Debentures for the purpose of pegging, fixing or maintaining the price of the
Senior Debentures or for the purpose of reducing a syndicate short position
created in connection with the offering. In addition, the contractual
arrangements among the Underwriters include a provision whereby, if Salomon
Brothers Inc purchases Senior Debentures in the open market for the account of
the underwriting syndicate and the securities purchased can be traced to a
particular Underwriter or member of the selling group, the underwriting
syndicate may require the Underwriter or selling group member in question to
purchase the Senior Debentures in question at the cost price to the syndicate
or may recover from (or decline to pay to) the Underwriter or selling group
member in question the selling concession applicable to the securities in
question. The Underwriters are not required to engage in any of these
activities and any such activities, if commenced, may be discontinued at any
time.
Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Senior Debentures.
S-9
<PAGE>
In addition, neither the Company nor any of the Underwriters makes any
representation that the Underwriters will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.
Certain of the Underwriters and their respective affiliates have performed
investment banking, financial advisory and lending services to the Company in
the past for which they have received customary fees and compensation.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to make
in respect of such liabilities.
VALIDITY OF SENIOR DEBENTURES
The validity of the Senior Debentures will be passed upon for the Company by
Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters in connection
with the Senior Debentures will be passed upon for the Underwriters by Baker &
Botts, L.L.P., Houston, Texas.
EXPERTS
The audited consolidated financial statements and schedule of NGC
Corporation and subsidiaries, incorporated by reference herein, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report with respect thereto, and are incorporated herein in reliance
upon the authority of said firm as experts in accounting and auditing in
giving said report.
S-10
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCOR-
PORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PRO-
SPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS SUPPLE-
MENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER OF ANY SECURI-
TIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR SOLICITATION
OF AN OFFER TO BUY, THOSE TO WHICH IT RELATES IN ANY STATE TO ANY PERSON TO
WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE. THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AT ANY TIME DOES NOT IM-
PLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
-----------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company................................................................ S-3
Use of Proceeds............................................................ S-4
Ratios of Earnings to Fixed Charges........................................ S-4
Capitalization............................................................. S-5
Description of Senior Debentures........................................... S-6
Underwriting............................................................... S-9
Validity of Senior Debentures.............................................. S-10
Experts.................................................................... S-10
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Uncertainty of Forward-Looking Statements.................................. 3
The Company................................................................ 4
Use of Proceeds............................................................ 5
Ratios of Earnings to Fixed Charges........................................ 5
Description of Securities.................................................. 6
Plan of Distribution....................................................... 14
Validity of Securities..................................................... 15
Experts.................................................................... 15
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$175,000,000
NGC CORPORATION
7 1/8% SENIOR DEBENTURES DUE
MAY 15, 2018
[LOGO OF NGC CORPORATION APPEARS HERE]
-------
PROSPECTUS SUPPLEMENT
MAY 15, 1998
-------
SALOMON SMITH BARNEY
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
