View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 1996
CHEVRON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-368-2 94-0890210
----------------- ------------------------ ---------------------
(State or other (Commission File Number) (I.R.S. Employer No.)
jurisdiction of
incorporation)
575 Market Street, San Francisco, CA 94105
---------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(415) 894-7700
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
------------
On January 22, 1996, the Registrant and NGC Corporation announced
that they have entered into exclusive negotiations to combine
Chevron's gas gathering, processing and marketing operations with
NGC.
In connection with this announcement, the Registrant and NGC issued
a joint press release entitled "NGC Corp. And Chevron Corp. Sign
Exclusivity Agreement To Negotiate Merger Of Natural Gas Gathering,
Processing And Marketing Operations," a copy of which is attached
hereto as Exhibit 99.1 and made a part hereof.
Item 7. Financial Statements and Exhibits.
----------------------------------
(c) Exhibits.
99.1 Joint Press Release of Chevron Corporation and NGC
Corporation dated January 22, 1996, entitled "NGC Corp.
And Chevron Corp. Sign Exclusivity Agreement To
Negotiate Merger Of Natural Gas Gathering, Processing
And Marketing Operations."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: January 22, 1996
CHEVRON CORPORATION
By /s/ L. I. BEEBE
-------------------
L. I. Beebe
Secretary
Chevron Corporation [Chevron Logo]
Public Affairs
P.O. Box 7753
San Francisco, CA 94120-7753
Phone 415 894 4246
NEWS
Jointly released by Chevron & NGC
FOR IMMEDIATE RELEASE
---------------------
NGC CORP. AND CHEVRON CORP. SIGN
EXCLUSIVITY AGREEMENT TO NEGOTIATE MERGER OF
NATURAL GAS GATHERING, PROCESSING AND MARKETING OPERATIONS
HOUSTON, Jan. 22-- NGC Corp. and Chevron Corp. have entered into exclusive
negotiations to merge Chevron's gas gathering, processing and marketing
operations with NGC. The proposed merger is expected to be finalized in the
second quarter of 1996.
The merger will result in a new company that includes all of NGC and most of
two Chevron operations: the Houston-based Natural Gas Business Unit (NGBU) and
Tulsa-based Warren Petroleum Company, with the exception of Warren's Venice,
La., processing complex. It is anticipated that the merged company will retain
the NGC name.
As part of the proposed agreement, NGC will market virtually all of Chevron's
North American production of natural gas, natural gas liquids (NGL) and
electricity, and make arrangements to supply energy and feedstocks to
Chevron's refineries, chemical plants and other corporate facilities in North
America, in the form of natural gas, natural gas liquids and/or electricity.
Chevron's Warren Petroleum and Natural Gas Business Unit would be merged with
NGC's midstream and energy marketing operations. NGC Chairman and Chief
Executive Officer C. L. (Chuck) Watson will continue to serve as chairman of
the merged company. The Natural Gas division of NGC will retain the Natural
Gas Clearinghouse name, while NGC's NGL assets, currently operated under
Trident NGL, Inc., will be merged with Warren and will operate under the name
Warren Petroleum.
For its contribution, Chevron will receive a total of approximately 45.8
million new shares in a combination of common and participating preferred
stock. Chevron will also receive $300 million in cash and notes. After the
merger, Chevron and NGC's two current major shareholders, British Gas and
NOVA, would each own between 23.6 and 25 percent of the common stock.
Chevron and NGC are expected to develop two separate joint ventures. The first
will cover the Venice, La., complex. The second will cover the Canadian
natural gas and natural gas liquids operations. NGC will be responsible for
the marketing of energy products and other commercial aspects related to the
Venice joint venture. NGC's Canadian affiliate, Novagas Clearinghouse, Ltd.,
will be responsible for marketing of energy products and other commercial
aspects related to the Canadian joint venture.
Watson said, "This new venture clearly makes NGC the largest natural gas
marketer in North America, with sales of more than 10 billion cubic feet per
day, as well as the largest processor and marketer of natural gas liquids in
North America with NGL production of 140,000 barrels per day (bbls/d) and
sales of 470,000 bbls/d. The merger also puts us in a position to become the
largest electric power marketer in North America.
- MORE -
- 2 -
"In short, NGC's 'Energy Store' would become a superstore. Our ability to
offer a one-stop energy commodity and service resource that provides natural
gas, gas liquids, electricity and crude oil to our customers will be expanded
dramatically. The merger will benefit our shareholders and customers by
lowering our costs and creating greater opportunities for NGC to add value
through size, scope and consolidation."
Ken Derr, Chevron chairman and chief executive officer, said, "This is a
unique opportunity to make a strategic change in our midstream operations,
which traditionally have been service and support functions. By merging these
operations with NGC's, we are repositioning our natural gas marketing and
liquids activities into an important growth-oriented business.
"In addition, we will expand our international opportunities and give Chevron
an enhanced stake in the developing U.S. electric power market," said Derr.
"The proposed merger is a complementary fit of assets, cultures and skills and
will create an entrepreneurial, low-cost competitor that is positioned for
growth. Chevron will be well represented at both the board level and in the
management and staffing of the new venture, which intends to select the most
qualified people from both organizations."
Both chairmen said, "While the merger will create a strong, dynamic company
that is better positioned for future growth, we also realize it creates some
personal concerns and uncertainties for our affected employees, and we will
attempt to address those concerns as quickly as possible."
Both companies expect to negotiate and execute definitive agreements by March
31, 1996. Completion of the proposed merger, which is expected to be by June
1, 1996, is contingent upon approval of the respective boards of directors,
the satisfactory completion of due diligence investigations and the
negotiation and completion of a final agreement, and is also subject to
completion of a shareholders' agreement among NGC, Chevron, British Gas, and
NOVA. Completion of the merger is also subject to the necessary governmental,
regulatory, shareholder and third party consents and other conditions. No
assurances can be made that any of these conditions will be met. NGC and
Chevron do not intend to provide updates regarding the proposed transaction
until definitive agreements are executed or the exclusivity period expires on
March 31, 1996.
NGC Corp. is a leading gatherer, processor, transporter and marketer of energy
products and services in North America and the United Kingdom. Through its
"Energy Store," NGC offers a one-stop energy commodity and services resource
that provides natural gas, natural gas liquids, electricity and crude oil.
NGC, through its affiliates markets approximately 7 billion cubic feet per day
of natural gas sales volumes throughout North America.
Chevron is the fifth largest oil company (by revenues) in the world and is the
largest marketer of refined petroleum products in the United States; the third
largest producer of natural gas; and, through Warren, a leading processor and
marketer of natural gas liquids in North America.
# # #
1/22/96
CONTACTS: Bonnie Chaikind (Chevron) -- (415) 894-1200
Katherine Putnam (NGC) -- (713) 507-3936