<PAGE>
Filed Pursuant to Rule 424-b(3)
Registration No. 333-12987
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE +
+SECURITIES MAY NOT BE DELIVERED WITHOUT THE DELIVERY OF A FINAL PROSPECTUS +
+SUPPLEMENT AND ACCOMPANYING PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE +
+ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 7, 1998
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated October 7, 1996)
$175,000,000
NGC CORPORATION
% SENIOR DEBENTURES DUE , 20
-------- LOGO
[LOGO OF NGC CORPORATION APPEARS HERE]
NGC Corporation (the "Company" or "NGC") is offering $175,000,000 aggregate
principal amount of % Senior Debentures due 20 (the "Senior Debentures").
Interest on the Senior Debentures is payable semiannually on and
of each year, commencing , 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 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 % % %
- --------------------------------------------------------------------------------
Total $ $ $
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from April , 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 April , 1998.
--------
SALOMON SMITH BARNEY
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
April , 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 will be redeemed in full
on April 15, 1998 at a cost of $109.8 million, including premium and accrued
interest. NGC is using 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>
(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
% Senior Debentures due , 20 ................ -- 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 , 20 . Interest at the annual rate set
forth on the cover page of this Prospectus Supplement is to accrue from
, 1998, and is to be payable semiannually on and
, commencing , 1998, to the Persons in whose names the Senior
Debentures are registered at the close of business on the preceding or
, 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
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........................................ $
Chase Securities Inc........................................
Citicorp Securities, Inc....................................
NationsBanc Montgomery Securities LLC.......................
------------
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 % 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 % 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>
PROSPECTUS
$350,000,000
NGC CORPORATION
DEBT SECURITIES
------------------
LOGO
[LOGO OF NGC CORPORATION APPEARS HERE]
NGC Corporation (the "Company" or "NGC") may offer from time to time its
unsecured debt securities consisting of notes, debentures or other evidences
of indebtedness (the "Securities") at an aggregate initial offering price of
not more than $350,000,000 or, if applicable, the equivalent thereof in any
other currency or currency unit. The Securities may be offered as separate
series in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and set forth in a Prospectus Supplement.
Specific terms of each series of Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized
denominations, maturity, interest rate or rates (or method of determining the
same) and time or times of payment of any interest, any terms for optional or
mandatory redemption, which may include redemption at the option of holders
upon the occurrence of certain events, or payment of additional amounts or any
sinking fund provisions, the initial public offering price, the proceeds to
the Company and any other specific terms in connection with the offering and
sale of such series (the "Offered Securities") will be set forth in a
Prospectus Supplement. As used herein, the term "Securities" shall include
securities denominated in United States dollars or, at the option of the
Company if so specified in an applicable Prospectus Supplement, in any other
currency or currency unit, or in amounts determined by reference to an index.
The Securities 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 Securities may be sold directly by the Company to investors, through
agents designated from time to time or to or through underwriters or dealers.
See "Plan of Distribution." If any agents of the Company or any underwriters
are involved in the sale of any Securities in respect of which this Prospectus
is being delivered, the names of such agents or underwriters and any
applicable commissions or discounts will be set forth in a Prospectus
Supplement. The net proceeds to the Company from such sale also will be set
forth in a Prospectus Supplement.
The Securities may be issued in registered form or bearer form with or
without coupons attached, or both. In addition, all or a portion of the
Securities of a series may be issuable in temporary or permanent global form.
Securities in bearer form may be offered only to non-United States persons and
to offices located outside the United States of certain United States
financial institutions.
------------------
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
This Prospectus may not be used to consummate sales of the Securities unless
accompanied by a Prospectus Supplement.
October 7, 1996
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
OFFERED HEREBY, INCLUDING ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS AND IMPOSING PENALTY BIDS. SUCH TRANSACTIONS MAY BE
EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the regional offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at 7 World Trade Center, New York, New York 10048. Copies
of such material may be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains an Internet web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
Certain securities of the Company are listed on the New York Stock Exchange.
Reports, proxy statements and other information concerning the Company can be
inspected and copied at the office of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Securities offered hereby.
This Prospectus does not contain all of the information set forth in such
Registration Statement. Reference is made to such Registration Statement and
to the exhibits thereto for further information with respect to the Company
and the Securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's (i) Annual Report on Form 10-K/A for the year ended December
31, 1995, including the consolidated financial statements and schedule of NGC
and the report thereon by Arthur Andersen LLP and the financial statements of
Accord Energy Limited and the report thereon by Price Waterhouse, as filed
with the Commission on July 26, 1996, (ii) Quarterly Report on Form 10-Q/A for
the three-month period ended March 31, 1996, as filed with the Commission on
July 29, 1996, (iii) Quarterly Report on Form 10-Q for the six-month period
ended June 30, 1996, as filed with the Commission on August 14, 1996, and (iv)
Current Reports on Form 8-K dated January 21, 1996, May 22, 1996, July 26,
1996, August 21, 1996 and August 31, 1996 are each hereby incorporated by
reference herein.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities
shall be deemed to be incorporated herein by reference and to be a part hereof
from their respective dates of filing. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein or in the Prospectus Supplement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
2
<PAGE>
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any
and all of the documents referred to above which have been incorporated in
this Prospectus by reference, other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents.
Requests for such copies should be directed to NGC Corporation, 1000
Louisiana, Suite 5800, Houston, Texas 77002, Attention: Investor Relations;
(713) 507-6400.
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
This Prospectus, including any documents that are incorporated by reference
as set forth in "Incorporation of Certain Documents by Reference," contains
various forward-looking statements and information that are based on
management's beliefs as well as assumptions made by and information currently
available to management. When used in this document, words such as
"anticipate", "estimate", "project", and "expect" are intended to identify
forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Such statements are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those anticipated, estimated, projected or expected. Among the key risk
factors that may have a direct bearing on NGC's results of operations and
financial condition are: (i) competitive practices in the industries in which
NGC competes, (ii) fluctuations in energy commodity prices which have not been
properly hedged or which are inconsistent with NGC's open position in its
energy marketing activities, (iii) operational and systems risks, (iv)
environmental liabilities which are not covered by indemnity or insurance, and
(v) the impact of current and future laws and governmental regulations
(particularly environmental regulations) affecting the energy industry in
general and NGC's operations in particular.
3
<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.
4
<PAGE>
USE OF PROCEEDS
Except as may otherwise be described in the Prospectus Supplement relating
to an offering of Securities, the net proceeds from the sale of the Securities
will be used for general corporate purposes. Any allocation of the net
proceeds of an offering of Securities to a specific purpose will be determined
at the time of such offering and will be described in the related Prospectus
Supplement.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the periods shown. The computation for each of the years
ended December 31, 1991 through 1994 includes only the consolidated results of
Clearinghouse and its subsidiaries. The computation for 1995 includes the
consolidated results of Clearinghouse and its subsidiaries for the full year,
and of Trident NGL Holding, Inc. and its subsidiaries from March 1, 1995, the
effective date of the Trident Combination.
<TABLE>
<CAPTION>
NATURAL GAS CLEARINGHOUSE
NGC CORPORATION YEARS ENDED DECEMBER 31,
--------------------------------- --------------------------------------------
SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
1996 1995 1994 1993 1992 1991
-------------- ------------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
3.36 2.48 13.08 19.18 11.84 10.12
</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. Such ratios do not give effect to the Chevron
Combination, which was completed on August 31, 1996.
5
<PAGE>
DESCRIPTION OF SECURITIES
The Securities will be issued under an indenture dated as of September 26,
1996, as amended and restated as of March 23, 1998 (the "Indenture") between
the Company, as issuer, and The First National Bank of Chicago, as trustee
(the "Trustee"), a form of which is filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997. The
statements under this caption are summaries of certain provisions of the
Indenture. Wherever particular Sections of the Indenture or terms not defined
herein that are defined in the Indenture are referred to herein or in a
Prospectus Supplement, it is intended that such Sections or defined terms
shall be incorporated by reference herein or therein, as the case may be.
The Securities may be issued from time to time in one or more series. The
particular terms of each series of Securities offered by any Prospectus
Supplement or Prospectus Supplements will be described in such Prospectus
Supplement or Prospectus Supplements relating to such series.
GENERAL
The Indenture does not limit the amount of Securities, debentures, notes or
other evidences of indebtedness that may be issued by the Company or any of
its subsidiaries, nor does it restrict transactions between the Company and
its affiliates or dividends and other distributions by the Company to its
stockholders. In addition, other than as set forth under "--Limitation on
Liens," there are no provisions of the Indenture that afford holders of the
Securities protection in the event of either a change in control of the
Company or a highly leveraged transaction involving the Company.
Securities may be issued under the Indenture from time to time in separate
series up to an aggregate amount from time to time authorized by the Company
for such series. The Securities will be unsecured obligations of the Company
and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company unless the Company is required to secure the
Securities pursuant to the Indenture provisions described below under "--
Limitations on Liens."
The applicable Prospectus Supplement or Prospectus Supplements will describe
the following terms of the Offered Securities: (1) the title of the Offered
Securities; (2) any limit on the aggregate principal amount of the Offered
Securities; (3) whether the Offered Securities are to be issuable as
Registered Securities or Bearer Securities, or both, whether any of the
Offered Securities are to be issuable initially in temporary global form and
whether any of the Offered Securities are to be in permanent global form; (4)
the price or prices (expressed as a percentage of the aggregate principal
amount thereof) at which the Offered Securities will be issued; (5) the date
or dates on which the Offered Securities will mature; (6) the rate or rates
per annum (or the method by which such will be determined) at which the
Offered Securities will bear interest, if any, and the date from which any
such interest will accrue and whether, and under what circumstances,
additional amounts with respect to such Securities shall be payable; (7) the
Interest Payment Dates on which any such interest on the Offered Securities
will be payable, the Regular Record Date for any interest payable on any
Offered Securities which are Registered Securities on any Interest Payment
Date and the extent to which, or the manner in which, any interest payable on
a temporary global Offered Security on an Interest Payment Date will be paid;
(8) any mandatory or optional sinking fund or analogous provisions; (9) each
office or agency where, subject to the terms of the Indenture as described
below under "Payment and Paying Agents," the principal of and any premium and
interest on the Offered Securities will be payable and each office or agency
where, subject to the terms of the Indenture as described below under "Form,
Exchange, Registration and Transfer," the Offered Securities may be presented
for registration of transfer or exchange; (10) the right of the Company to
redeem the Offered Securities at its option and for the period or periods, if
any, within which and the price or prices at which the Offered Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed, in
whole or in part, and the other detailed terms and provisions of any such
optional or mandatory redemption; (11) the denominations in which any Offered
Securities which are Registered Securities will be issuable, if other than in
denominations of $1,000 and any integral multiple thereof, and the
denomination or denominations in which any Offered Securities which are Bearer
Securities will be issuable, if other than in denominations of $5,000; (12)
the currency or currencies (including composite currencies) in which payment
of principal of and any premium
6
<PAGE>
and interest on the Offered Securities is payable; (13) any index used to
determine the amount of payments of principal of and any premium and interest
on the Offered Securities; (14) information with respect to book-entry
procedures, if any; and (15) any other terms of the Offered Securities not
inconsistent with the provisions of the Indenture. (Section 301) Any such
Prospectus Supplement will also describe any special provisions for payment of
additional amounts with respect to the Offered Securities.
Securities may be issued as Original Issue Discount Securities. An Original
Issue Discount Security is a Security, including any Zero-Coupon Security,
which is issued at a price lower than the amount payable upon the Stated
Maturity thereof and which provides that upon redemption or acceleration of
the maturity thereof, an amount less than the amount payable upon the Stated
Maturity thereof and determined in accordance with the terms of such Security
shall become due and payable. Special United States federal income tax
considerations applicable to Securities issued at an original issue discount,
including Original Issue Discount Securities, and special United States tax
considerations and other terms and restrictions applicable to any Securities
issued in bearer form, offered exclusively to United States Aliens or
denominated in other than United States dollars, will be set forth in a
Prospectus Supplement relating thereto.
The Securities 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 Company is a holding company, conducting all
of its business through subsidiaries. Accordingly, the ability of the Company
to meet its obligations under the Indenture and the Securities will be
dependent on the earnings and cash flows of its subsidiaries and the ability
of its subsidiaries to pay dividends or to advance funds to the Company.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Securities of a series may be issuable in definitive form solely as
Registered Securities, solely as Bearer Securities or as both Registered
Securities and Bearer Securities. Unless otherwise indicated in an applicable
Prospectus Supplement, Bearer Securities will have interest coupons attached.
(Section 201) The Indenture also will provide that Securities of a series may
be issuable in temporary or permanent global form. (Section 201)
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor. In addition, if Securities of
any series are issuable as both Registered Securities and Bearer Securities,
at the option of the Holder upon request confirmed in writing, and subject to
the terms of the Indenture, Bearer Securities (with all unmatured coupons,
except as provided below, and all matured coupons in default) of such series
will be exchangeable for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Bearer Securities surrendered in exchange for Registered Securities between a
Regular Record Date or a Special Record Date and the relevant date for payment
of interest shall be surrendered without the coupon, relating to such date for
payment of interest, and interest accrued as of such date will not be payable
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holders of such coupon, when due in
accordance with the terms of the Indenture. Bearer Securities will not be
issued in exchange for Registered Securities. (Section 305)
Securities may be presented for exchange as provided above, and Registered
Securities may be presented for registration or transfer (with the form of
transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by the Company for
such purpose with respect to any series of Securities and referred to in an
applicable Prospectus Supplement, without service charge and upon payment of
any taxes and other governmental charges as described in the Indenture. Such
transfer or exchange will be effected upon the Security Registrar or any such
transfer agent, as the case may be, being satisfied with the documents of
title and identity of the person making the request. The Company has appointed
the Trustee as Security Registrar. (Section 305) If a Prospectus Supplement
refers to any transfer agent (in addition to the Security Registrar) initially
designated by the Company with respect to any series of Securities, the
Company may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent act,
except that, if Securities of a series are issuable solely as Registered
7
<PAGE>
Securities, the Company will be required to maintain a transfer agent in each
Place of Payment for such series and, if Securities of a series are issuable
as Bearer Securities, the Company will be required to maintain (in addition to
the Security Registrar) a transfer agent in a Place of Payment for such series
located outside the United States. The Company may at any time designate
additional transfer agents with respect to any series of Securities. (Section
1002)
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange Securities of any series
during a period beginning at the opening of business 15 days prior to the
selection of Securities of that series for redemption and ending on the close
of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of mailing of the relevant notice of redemption and (B) if
Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of
the series are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption; (ii) register
the transfer or exchange of any Registered Security, or portion thereof,
called for redemption, except the unredeemed portion of any Registered
Security being redeemed in part; or (iii) exchange any Bearer Security called
for redemption, except to exchange such Bearer Security for a Registered
Security of that series and like tenor which is immediately surrendered for
redemption. (Section 305)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, and any premium and interest on, Bearer Securities will be
payable, subject to any applicable laws and regulations, at the offices of
such Paying Agents outside the United States as the Company may designate from
time to time, in the manner indicated in such Prospectus Supplement. (Section
1002) Unless otherwise indicated in an applicable Prospectus Supplement,
payment of interest on Bearer Securities on any Interest Payment Date will be
made only against surrender to the Paying Agent of the coupon relating to such
Interest Payment Date. (Section 1001) No payment with respect to any Bearer
Security will be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer
to an account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal of, and any premium and
interest on, Bearer Securities denominated and payable in U.S. dollars will be
made at the offices of the Company's Paying Agent in the Borough of Manhattan,
the City of New York, if (but only if) payment of the full amount thereof in
U.S. dollars at all offices or agencies outside the United States is illegal
or effectively precluded by exchange controls or other similar restrictions.
(Section 1002)
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, and any premium and interest on, Registered Securities will
be made at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time, except that at the option of the Company payment
of any interest may be made by check mailed on or before the due date to the
address of the Person entitled thereto as such address shall appear in the
Security Register. (Sections 307, 1002) Unless otherwise indicated in an
applicable Prospectus Supplement, payment of any installment of interest on
Registered Securities will be made to the Person in whose name such Registered
Security is registered at the close of business on the Regular Record Date for
such interest. (Section 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee at its Corporate Trust Office will be designated as a Paying Agent for
the Company for payments with respect to Securities which are issuable solely
as Registered Securities, and the Company will maintain a Paying Agent outside
the United States for payments with respect to Securities (subject to the
limitations described above in the case of Bearer Securities) which are
issuable solely as Bearer Securities or as both Registered Securities and
Bearer Securities. Any Paying Agents outside the United States and any other
Paying Agents in the United States initially designated by the Company for the
Securities will be named in an applicable Prospectus Supplement. The Company
may at any time designate additional Paying Agents or rescind the designation
of any Paying Agent or approve a change in the office through which any Paying
Agent acts, except that, if Securities of a series are issuable solely as
Registered Securities, the Company will be required to maintain a Paying Agent
in each Place of Payment for
8
<PAGE>
such series and, if Securities of a series are issuable as Bearer Securities,
the Company will be required to maintain (i) a Paying Agent in the Borough of
Manhattan, the City of New York, for principal payments with respect to any
Registered Securities of the series (and for payments with respect to Bearer
Securities of the series in the circumstances described above, but not
otherwise), and (ii) a Paying Agent in a Place of Payment located outside the
United States where Securities of such series and any coupons appertaining
thereto may be presented and surrendered for payment. (Section 1002)
All monies paid by the Company to a Paying Agent for the payment of
principal of or any premium or interest on any Security which remain unclaimed
at the end of two years after such principal, premium or interest shall have
become due and payable will (subject to applicable escheat laws) be repaid to
the Company, and the Holder of such Security or any coupon will thereafter
look only to the Company for payment thereof. (Section 1003)
GLOBAL SECURITIES
Securities of a series may be issued in whole or in part in the form of one
or more global Securities that will be deposited with, or on behalf of, a
depository identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. (Section 203) Unless and until it is
exchanged in whole or in part for the individual Securities represented
thereby, a global Security may not be transferred except as a whole by the
depository for such global Security to a nominee of such depository or by a
nominee of such depository to such depository or another nominee of such
depository or by the depository or any nominee to a successor depository or
any nominee of such successor.
The specific terms of the depository arrangement with respect to a series of
Securities and certain limitations and restrictions relating to a series of
Bearer Securities in the form of one or more global Securities will be
described in the Prospectus Supplement relating to such series.
CERTAIN DEFINITIONS
"Funded Indebtedness" means all outstanding indebtedness (including
indebtedness incurred under any revolving credit, letter of credit or working
capital facility) that matures by its terms, or that is renewable at the
option of any obligor thereon to a date, more than one year after the date on
which such indebtedness is originally incurred. (Section 101)
"Net Tangible Assets" means the total amount of assets appearing on a
consolidated balance sheet of the Company and its Subsidiaries less, without
duplication: (i) total current liabilities (excluding current maturities of
long-term debt and preferred stock); (ii) all reserves for depreciation and
other asset valuation reserves; (iii) all intangible assets such as goodwill,
trademarks, trade names, patents and unamortized debt discount and expense
carried as an asset; and (iv) all appropriate adjustments on account of
minority interests of other Persons holding common stock in any Subsidiary.
(Section 101)
"Principal Property" means any natural gas, natural gas liquids or crude oil
pipeline, distribution system, gathering system, storage facility or
processing plant, except any such property that in the opinion of the Board of
Directors of the Company is not of material importance to the business
conducted by the Company and its consolidated Subsidiaries taken as a whole.
(Section 101)
"Principal Subsidiary" means any Subsidiary which owns a Principal Property.
(Section 101)
"Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which is owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries,
or by such Person and one or more of its Subsidiaries, or (ii) any partnership
or similar business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned. For the
purposes of this definition, "securities having ordinary voting power" means
securities or
9
<PAGE>
other equity interests which ordinarily have voting power for the election of
directors, or persons having management power with respect to the Person,
whether at all times or only so long as no senior class of securities has such
voting power by reason of any contingency. (Section 101)
LIMITATION ON LIENS
The Indenture provides that the Company will not, and will not permit any
Principal Subsidiary to, issue, assume or guarantee any indebtedness for money
borrowed ("Debt") if such Debt is secured by a mortgage, pledge, security
interest or lien (a "mortgage" or "mortgages") upon any Principal Property of
the Company or any Principal Subsidiary or upon any shares of stock or
indebtedness of any Principal Subsidiary (whether such Principal Property,
shares of stock or indebtedness is now owned or hereafter acquired) without in
any such case effectively providing that the Securities shall be secured
equally and ratably with (or prior to) such Debt, except that the foregoing
restrictions shall not apply to: (a) mortgages on any property acquired,
constructed or improved by the Company or any Principal Subsidiary after the
date of the Indenture which are created within 180 days after such acquisition
(or in the case of property constructed or improved, after the completion and
commencement of commercial operation of such property, whichever is later) to
secure or provide for the payment of the purchase price or cost thereof;
provided that in the case of such construction or improvement the mortgages
shall not apply to any property theretofore owned by the Company or any
Principal Subsidiary other than theretofore unimproved real property; (b)
existing mortgages on property acquired (including mortgages on any property
acquired from a Person which is consolidated with or merger with or into the
Company or a Subsidiary) or mortgages outstanding at the time any corporation,
partnership or trust becomes a Subsidiary that are not incurred in connection
with such entity becoming a Subsidiary; (c) mortgages in favor of domestic or
foreign governmental bodies to secure advances or other payments pursuant to
any contract or statute or to secure indebtedness incurred to finance the
purchase price or cost of constructing or improving the property subject to
such mortgages, including mortgages to secure Debt of the pollution control or
industrial revenue bond type; (d) mortgages in favor of the Company or any
Principal Subsidiary; (e) mortgages on any Principal Property held, leased or
used by the Company or any Principal Subsidiary in connection with the
exploration for, development of or production of (but not the gathering,
processing, transportation or marketing of) natural gas, oil or other
minerals; or (f) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any mortgage
referred to in the foregoing clauses (a), (b), (c), (d) and (e). (Section
1006)
Notwithstanding the foregoing, the Company and any Principal Subsidiary may,
without securing the Securities, issue, assume or guarantee secured Debt
(which would otherwise be subject to the foregoing restrictions) in an
aggregate amount which, together with all other such Debt, does not exceed 15%
of the Net Tangible Assets, as shown on a consolidated balance sheet, prepared
by the Company in accordance with generally accepted accounting principles, as
of a date not more than 90 days prior to the proposed transaction. (Section
1006)
EVENTS OF DEFAULT
Any of the following events will constitute an Event of Default under the
Indenture with respect to Securities of any series: (a) failure to pay any
interest on any Security of that series when due, continued for 30 days; (b)
failure to pay principal of or any premium on any Security of that series when
due; (c) failure to deposit any sinking fund payment, when due, in respect of
any Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of series of Securities other than that series),
continued for 90 days after written notice as provided in the Indenture; (e)
certain events in bankruptcy, insolvency or reorganization involving the
Company; and (f) any other Event of Default provided with respect to
Securities of that series. (Section 501)
If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, either the Trustee or the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities of that
series, by notice as provided in the Indenture, may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be
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<PAGE>
specified in the terms of that series) of all the Securities of that series to
be due and payable immediately. At any time after a declaration of
acceleration with respect to Securities of any series has been made, but
before a judgment or decree for payment of money has been obtained by the
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502)
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 601, 603) Subject to
such provisions for the indemnification of the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to the Securities of
that series; provided, however, that the Trustee shall not be obligated to
take any action unduly prejudicial to Holders not joining in such direction or
involving the Trustee in personal liability. (Section 512)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of its obligations under the Indenture
and as to any default in such performance. (Section 1007)
DEFEASANCE
If so specified with respect to any particular series of Securities, the
Company may discharge its indebtedness and its obligations or certain of its
obligations under the Indenture with respect to such series by depositing
funds or obligations issued or guaranteed by the United States of America with
the Trustee.
Defeasance and Discharge
The Indenture provides that, if so specified with respect to the Securities
of any series, the Company will be discharged from any and all obligations in
respect of the Securities of such series (except for certain obligations
relating to temporary Securities and exchange of Securities, registration of
transfer or exchange of Securities of such series, replacement of stolen, lost
or mutilated Securities of such series, maintenance of paying agencies to hold
moneys for payment in trust and payments of additional amounts, if any,
required in consequence of United States withholding taxes imposed on payments
to non-United States persons) upon the deposit with the Trustee, in trust, of
money and/or U.S. Government Obligations which, through the payment of
interest and principal in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of (and premium, if
any), and each installment of interest on, the Securities of such series on
the Stated Maturity of such payments in accordance with the terms of the
Indenture and the Securities of such series. (Sections 1302 and 1304) Such a
trust may only be established if, among other things, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of the Indenture there has
been a change in applicable federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that the
Holders of the Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge, and
will be subject to federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred. (Section 1304) In the event of any
such defeasance and discharge of Securities of such series, Holders of
Securities of such series would be entitled to look only to such trust fund
for payment of principal of and any premium and any interest on their
Securities until Maturity.
Defeasance of Certain Obligations
The Indenture provides that, if so specified with respect to the Securities
of any series, the Company may omit to comply with certain restrictive
covenants, including the covenant described under "--Limitation on Liens"
above, and any such omission shall not be an Event of Default with respect to
the Securities of such series, upon the deposit with the Trustee, in trust, of
money and/or U.S. Government Obligations, which through
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<PAGE>
the payment of interest and principal in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the principal
of (and premium, if any), and each installment of interest on, the Securities
of such series on the Stated Maturity of such payments in accordance with the
terms of the Indenture and the Securities of such series. The obligations of
the Company under the Indenture and the Securities of such series other than
with respect to such covenants shall remain in full force and effect (Section
1303) Such a trust may be established only if, among other things, the Company
has delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and
defeasance of certain obligations, and will be subject to federal income tax
on the same amounts and in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred. (Section 1304)
Although the amount of money and U.S. Government Obligations on deposit with
the Trustee would be intended to be sufficient to pay amounts due on the
Securities of such series at the time of their Stated Maturity, in the event
the Company exercises its option to omit compliance with the covenants
defeased with respect to the Securities of any series as described above and
the Securities of such series are declared due and payable because of the
occurrence of any Event of Default, such amount may not be sufficient to pay
amounts due on the Securities of such series at the time of the acceleration
resulting from such Event of Default. The Company shall in any event remain
liable for such payments as provided in the Indenture.
Federal Income Tax Consequences
Under current United States federal income tax law, defeasance and discharge
would likely be treated as a taxable exchange of Securities to be defeased for
an interest in the defeasance trust. As a consequence, a holder would
recognize gain or loss equal to the difference between the holder's cost or
other tax basis for such Securities and the value of the holder's interest in
the defeasance trust, and thereafter would be required to include in income a
share of the income, gain or loss of the defeasance trust. Under current
United States federal income tax law, covenant defeasance would ordinarily not
be treated as a taxable exchange of such Securities.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security; (b) change the
Redemption Date with respect to any Security; (c) reduce the principal amount
of, or premium or interest on, any Security; (d) change any obligation of the
Company to pay additional amounts; (e) reduce the amount of principal of an
Original Issue Discount Security payable upon acceleration of the Maturity
thereof; (f) change the coin or currency in which any Security or any premium
or interest thereon is payable; (g) change the redemption right of any Holder;
(h) impair the right to institute suit for the enforcement of any payment on
or with respect to any Security; (i) reduce the percentage in principal amount
of Outstanding Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults; (j) reduce the requirements contained in the Indenture for quorum or
voting; (k) change any obligation of the Company to maintain an office or
agency in the places and for the purposes required by the Indenture; or (1)
modify any of the above provisions. (Section 902)
The Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of the Holders of all Securities of
that series, waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. (Section 1008)
The Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of all Holders of Securities of that
series, waive any past default under the Indenture with respect to any
Securities of that series,
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<PAGE>
except a default (a) in the payment of principal of, or premium, if any, or
any interest on any Security of such series or (b) in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series affected.
(Section 513)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver
thereunder, or are present at a meeting of the Holders of Securities for
quorum purposes, (i) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding shall be the amount of the
principal that would be due and payable as of the date of such determination
upon acceleration of the Maturity thereof, and (ii) the principal amount of a
Security denominated in a foreign currency or currency units shall be the U.S.
dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount of such Security or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent, determined on
the date of original issuance of such Security, of the amount determined as
provided in clause (i) above. (Section 101)
The Indenture contains provisions for convening meetings of the Holders of
Securities of a series if Securities of that series are issuable as Bearer
Securities. (Section 1401) A meeting may be called at any time by the Trustee,
and also, upon request by the Company or the Holders of at least 10% in
aggregate principal amount of the Outstanding Securities of that series, in
any such case upon notice given in accordance with the provisions described
under "--Notices" below. (Section 1402) Except for any consent which must be
given by the Holders of each Outstanding Security affected thereby, as
described above, any resolution presented at a meeting (or adjourned meeting
at which a quorum is present) may be adopted by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except for any consent or waiver that
must be given by the Holder of each Outstanding Security affected thereby, as
described above, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which may be
made, given or taken by the Holders of a specified percentage, which is less
than a majority in principal amount of the Outstanding Securities of a series,
may be adopted at a meeting or adjourned meeting duly reconvened at which a
quorum is present by the affirmative vote of such specified percentage in
aggregate principal amount of the Outstanding Securities of that series. Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with the Indenture will be binding on all
Holders of Securities of that series and related coupons. The quorum at any
meeting, and at any reconvened meeting, will be Persons holding or
representing a majority in aggregate principal amount of the Outstanding
Securities of a series. (Section 1404)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Securities under the Indenture, may consolidate with or merge into, or convey,
transfer or lease its properties and assets substantially as an entirety to,
any other Person which is a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction, provided that
any successor Person assumes the Company's obligations on the Securities and
under the Indenture, that after giving effect to the transaction no Event of
Default shall have occurred and be continuing, and that certain other
conditions are met. (Section 801)
NOTICES
Except as otherwise provided in the Indenture, notices to Holders of Bearer
Securities will be given by publication at least twice in a daily newspaper in
The City of New York and in such other city or cities as may be specified in
such Securities. Notices to Holders of Registered Securities will be given by
mail to the addresses of such Holders as they appear in the Security Register.
(Section 106)
TITLE
Title to any Bearer Securities (including Bearer Securities in permanent
global form) and any coupons appertaining thereto will pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon and the registered
owner of
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<PAGE>
any Registered Security as the owner thereof (whether or not such Security or
coupon shall be overdue and notwithstanding any notice to the contrary) for
the purpose of making payment and for all other purposes. (Section 308)
REPLACEMENT OF SECURITIES
Any mutilated Security or a Security with a mutilated coupon appertaining
thereto will be replaced by the Company at the expense of the Holder upon
surrender of such Security to the Trustee. Securities or coupons that become
destroyed, stolen or lost will be replaced by the Company at the expense of
the Holder upon delivery to the Trustee of the Security and coupons or
evidence of destruction, loss or theft thereof satisfactory to the Company and
the Trustee; in the case of any coupon which becomes destroyed, stolen or
lost, such coupon will be replaced by issuance of a new Security in exchange
for the Security to which such coupon appertains. In the case of a destroyed,
lost or stolen Security or coupon, an indemnity satisfactory to the Trustee
and the Company may be required at the expense of the Holder of such Security
or coupon before a replacement Security will be issued. (Section 306)
GOVERNING LAW
The Indenture, the Securities and coupons will be governed by, and construed
in accordance with, the laws of the State of New York. (Section 113)
REGARDING THE TRUSTEE
The Company and certain affiliates from time to time borrow money from, and
maintain deposit accounts and conduct certain banking transactions with, The
First National Bank of Chicago in the ordinary course of their business. The
First National Bank of Chicago serves as agent and is a lender under the
Company's bank credit facility.
The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize for its own account on certain property received
in respect of any such claim as security or otherwise. (Section 613) The
Trustee will be permitted to engage in certain other transactions; however, if
it acquires any conflicting interest (as described in the Indenture), it must
eliminate such conflict or resign. (Section 608)
PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to other purchasers or through agents.
The Prospectus Supplement with respect to the Securities offered thereby
will set forth the terms of the offering of such Securities, including the
name or names of any underwriters, dealers or agents, the purchase price of
such Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting compensation to
underwriters, dealers or agents, any initial public offering price, any
discounts or concessions allowed or reallowed or paid by underwriters or
dealers to other dealers and any securities exchanges on which such Securities
may be listed.
If underwriters or dealers are used in the sale, the Securities will be
acquired by the underwriters or dealers for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either
through underwriting syndicates represented by one or more managing
underwriters or directly by one or more of such firms. Unless otherwise set
forth in the Prospectus Supplement, the obligations of the underwriters to
purchase such Securities will be subject to certain conditions precedent,
14
<PAGE>
and the underwriters will be obligated to purchase all of the Securities
offered by the Prospectus Supplement if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the
offering and sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent (or the method by which such commissions can be determined) will be set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
The Securities, when first issued, will have no established trading market.
Any underwriters or agents to or through whom Securities are sold by the
Company for public offering and sale may make a market in such Securities, but
such underwriters or agents will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for any Securities.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Securities may be
entitled to indemnification by the Company against or contribution toward
certain liabilities, including liabilities under the Securities Act.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for the Company or its Subsidiaries in the ordinary
course of business.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for the Company by Vinson
& Elkins L.L.P., Houston, Texas, and will be passed upon for any agents,
dealers or underwriters by counsel named in the applicable Prospectus
Supplement.
EXPERTS
The audited consolidated financial statements and schedule of NGC
Corporation and subsidiaries, incorporated by reference in this Registration
Statement, 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. Reference is made to such
report, which includes an explanatory paragraph with respect to the change in
its method of accounting for fixed price natural gas transactions to the mark-
to-market method of accounting.
The financial statements of Accord Energy Limited as of December 31, 1995
and 1994 and for the year ended December 31, 1995 and the period from December
2, 1993 to December 31, 1994, incorporated in this Prospectus by reference to
the Annual Report on Form 10-K/A of NGC Corporation for the year ended
December 31, 1995, have been so incorporated in reliance on the report of
Price Waterhouse, Chartered Accountants and Registered Auditors, given on the
authority of said firm as experts in auditing and accounting.
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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.
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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>
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$175,000,000
NGC CORPORATION
% SENIOR DEBENTURES DUE
, 20
LOGO
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PROSPECTUS SUPPLEMENT
APRIL , 1998
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SALOMON SMITH BARNEY
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
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