SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 17, 1997
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(Date of earliest event reported)
Destec Energy, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-10592 38-2875546
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
2500 CityWest Blvd., Suite 150
Houston, Texas 77042
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(Address of principal executive offices, including zip code)
(713) 735-4000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On February 18, 1997, Destec Energy, Inc. (the "Registrant")
and NGC Corporation ("NGC") announced that they have entered into an
Agreement and Plan of Merger, dated as of February 17, 1997 (the
"Agreement"). Under the terms of the Agreement, NGC Acquisition
Corporation II ("NGC Acquisition"), a wholly owned subsidiary of NGC,
will merge with and into the Registrant and each outstanding share of the
Registrant's common stock will be converted into the right to receive
$21.65 per share in cash. Following the merger, the Registrant will
become a wholly owned subsidiary of NGC.
Pursuant to the terms of the Agreement, The Dow Chemical
Company ("Dow"), which currently owns over 80 percent of the Registrant,
has agreed to vote its shares in favor the approval and adoption of the
Agreement and the transactions contemplated thereby.
The foregoing description of the Agreement is qualified in
its entirety by reference to the Agreement, a copy of which is attached
as Exhibit 99.1 hereto and is incorporated by reference herein. The press
release announcing the Agreement is attached as Exhibit 99.2 hereto and
is incorporated by reference herein.
Item 7. Financial Statement, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
99.1 Agreement and Plan of Merger, dated as of
February 17, 1997, by and among the
Registrant, Dow, NGC and NGC Acquisition.
99.2 Press release issued by the
Registrant on February 18, 1997.
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.
DESTEC ENERGY, INC.
By: /s/ Marian M. Davenport
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Marian M. Davenport
Vice President, General
Counsel and Secretary
Dated: February 20, 1997
EXHIBIT INDEX
Exhibit Description
99.1 Agreement and Plan of Merger,
dated as of February 17, 1997,
by and among Destec Energy,
Inc., The Dow Chemical Company,
NGC Corporation and NGC
Acquisition Corporation II.
99.2 Press release issued by Destec
Energy, Inc. on February 18,
1997.