SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 1-8353
NUI CORPORATION SAVINGS AND INVESTMENT PLAN
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey 07921-0760<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH
AUDITORS' REPORT<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
Page
Report of Independent Public Accountants
Financial Statements:
Statement of Net Assets Available for Benefits 1
Statement of Changes in Net Assets Available for Benefits 2
Notes to Financial Statements 3-5
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1993 7
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1993 8
All other supplemental schedules are omitted since they are not applicable
or are not required based on the disclosure requirements of the Employee
Retirement Income Security Act of 1974 and the applicable regulations issued
by the Department of Labor.<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
NUI Corporation Savings and Investment Plan:
We have audited the accompanying statement of net assets available for
benefits of the NUI Corporation Savings and Investment Plan ("Plan") as of
December 31, 1993 and 1992, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1993. These
financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1993 and 1992, and the changes in net assets available
for benefits for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules of assets held for
investment purposes and reportable transactions are presented for purposes
of complying with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
New York, New York
May 13, 1994<PAGE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
As of December 31,
1993 1992
Fixed Fixed
Income Fund Shares Fund Income Fund Shares Fund
Total (Fund A) (Fund B) Total (Fund A) (Fund B)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at
market value
Wells Fargo Bank
Income Accumulation
Fund $13,423,920 $13,423,920 -- -- -- --
Travelers Insurance
Company
Investment
Contract -- -- -- $12,436,259 $12,436,259 --
Common Stock of NUI
Corporation 11,625,225 -- $11,625,225 9,781,939 -- $9,781,939
Common Stock of KCS
Group, Inc. 7,209,874 -- 7,209,874 3,025,193 -- 3,025,193
Insured Money
Market Funds 462,970 415,173 47,797 1,386 -- 1,386
Loans to
participants 655,385 655,385 -- 570,053 570,053 --
Participants'
deposits and other
receivables 60,757 45,792 14,965 156,476 124,422 32,054
--------- --------- --------- --------- --------- ---------
Total Assets $33,438,131 $14,540,270 $18,897,861 $25,971,306 $13,130,734 $12,840,572
========== ========== ========== ========== ========== ==========<PAGE>
LIABILITIES
Accrued loans $9,000 $9,000 -- $81,400 $81,400 --
Inter-fund
transfers -- (11,474) 11,474 -- 929 (929)
---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities $9,000 ($2,474) $11,474 $81,400 $82,329 ($929)
---------- ---------- ---------- ---------- ---------- ----------
Net Assets
Available for
Benefits $33,429,131 $14,542,744 $18,886,387 $25,889,906 $13,048,405 $12,841,501
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
1<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1993
Fixed
Income Fund Shares Fund
Total (Fund A) (Fund B)
Additions to Net Assets
Attributable to:
Investment Income:
Realized gains on securities sold
or distributed, net $ 191,960 $ - $ 191,960
Unrealized appreciation in fair
value of investments 4,959,101 - 4,959,101
Interest 927,159 927,159 -
Dividends 677,140 1,198 675,942
Contributions:
Participants' 1,423,799 1,206,012 217,787
Employer's, net 483,747 15,604 468,143
Loan interest 44,940 44,940 -
--------- --------- ---------
Total Additions 8,707,846 2,194,913 6,512,933
--------- --------- ---------
Deductions from Net Assets
Attributable to:
Benefits paid to participants (1,168,621) (645,661) (522,960)
---------- --------- ---------
Total Deductions (1,168,621) (645,661) (522,960)
Interfund Transfers - (54,913) 54,913
---------- --------- ---------
Net Increase 7,539,225 1,494,339 6,044,886
Net Assets Available for Benefits
at beginning of the year 25,889,906 13,048,405 12,841,501
---------- ---------- ----------
Net Assets Available for Benefits
at end of the year $33,429,131 $14,542,744 $18,886,387
========== ========== ==========
The accompanying notes to financial statements
are an integral part of this statement.
2<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1993
1. Summary Description of the Plan
The NUI Corporation Savings and Investment Plan (the Plan) covers eligible
employees of NUI Corporation and its subsidiaries (the Company). The Plan,
as amended, conforms to the requirements of the Employee Retirement Income
Security Act of 1974, as amended. The following description provides only
general information. See the Plan agreement for a more complete
description. See Note 6 for a discussion of Plan amendments subsequent to
December 31, 1993.
The Plan allows eligible employees who apply for membership to make "basic
contributions" of up to 6% of their annual base pay, which is matched by
contributions by the Company. In 1993 and 1992, the Company's matching
percentage was 50%. The matching percentage cannot be less than 25%.
Participants may make additional contributions of up to 10% of their annual
base pay, but these additional contributions are not matched by the Company.
Contributions may be made on a before-tax or after-tax basis as permitted by
tax regulations.
Company contributions are invested in NUI common stock, with certain minor
exceptions, and participant contributions may be invested in NUI common
stock and/or a fixed income fund as designated by the participants. A Plan
participant is vested at all times in the amount of his/her contributions
and earnings thereon. A participant becomes 50% vested in the Company
contributions after 36 months of service, 75% after 48 months of service and
100% after 60 months of service. An eligible employee with 5 or more years
of service with the Company becomes fully vested upon entering the Plan.
Forfeitures are applied to reduce Company contributions.
Participants may borrow up to 50% of the value of the vested portion of
their accounts as calculated on the effective date of the loan up to a
maximum of $50,000. The balance available for loans includes all monies in
the participant's account minus the value of the Company and participant
contributions held in the Shares Fund. The interest rate is the prime rate
in effect on the last business day of each calendar quarter, as defined,
plus one percent. The term of the loan cannot exceed five years, nor be
less than one year. If a loan participant's employment is terminated for
any reason, the remaining unpaid balance becomes immediately due and
payable, and if unpaid, may become a taxable distribution. Loan repayments
are applied as a return of principal. Loan interest received is applied
based upon the allocation of principal.
The Company has the right, under the Plan agreement, to terminate the
Plan, although the Company has no intention to do so. Upon termination, all
benefits would be distributed to participants.
In 1988, all NUI subsidiaries participating in the Plan, except for
Elizabethtown Gas Company and Utility Billing Services, Inc., were spun off
to shareholders as KCS Group, Inc. (KCS). For each NUI share outstanding,
one share of KCS common stock was issued. KCS participants held
approximately 15.9% of Plan assets as of June 1, 1988, the effective date of
the spin-off. As a result of the spin-off of KCS, KCS participants can
3<PAGE>
maintain their balances in the Plan as of the date of spin-off; however,
they cannot make further contributions to the Plan and may withdraw their
balances in accordance with the withdrawal provisions of the Plan.
2. Significant Accounting Policies
The financial statements have been prepared on the accrual basis of
accounting.
The Plan's investments are reflected in the accompanying Statement of Net
Assets Available for Benefits at market value.The market value of common
stock of NUI Corporation and KCS Group, Inc. in the Shares Fund is based on
the closing price as of December 31 on the New York Stock Exchange. The
Fixed Income Fund and Insured Money Market Funds are valued at cost plus
reinvested interest, which approximates market value.
In accordance with generally accepted accounting principles, distributions
are recorded when paid. Distributions payable to participants are $97,876
and $65,667 at December 31, 1993 and 1992, respectively. Accordingly, the
Statement of Net Assets Available for Benefits has been restated to properly
reflect distributions payable for 1992.
Expenses of the Plan are paid by the Company.
3. Investment Funds
Prior to December 31, 1993, contributions by participants and the Company
to the Fixed Income Fund (Fund A) were paid to The Travelers Companies, as
Custodian. Contributions by participants and the Company to the Shares Fund
(Fund B) were paid to the Custodian, Summit Trust Company. Effective
January 1, 1994, Wells Fargo Bank became the Trustee, Record Keeper and
Custodian of the Plan.
Through December 31, 1993, the Plan and the agreements thereunder provide
that the Plan shall consist of two separate investment funds (the Investment
Funds) to be invested as follows (see Note 6 for a discussion of Plan
amendments subsequent to December 31, 1993):
Fund A (Fixed Income Fund) - This fund shall be invested and reinvested in
securities and other property considered to offer dependable income yields.
As directed by the Administrative Committee of the Savings and Investment
Plan (the Committee), the Custodian has been issued a group annuity contract
(the Contract). The Contract provides a guarantee of principal and also
provides a guaranteed fixed interest rate, which rate shall be subject to
modification from year to year. This interest rate was 7.50% and 8.45%
during the years ended December 31, 1993 and 1992, respectively.
On December 31, 1993, as a result of Plan amendments which take effect on
January 1, 1994, the balance invested in Fund A's Investment Contract with
The Travelers Companies of $13,839,093 was transferred to Wells Fargo Bank's
Income Accumulation Fund and an Insured Money Market Fund.
Fund B (Shares Fund) - This fund shall be invested and reinvested in
common stock of NUI Corporation. Funds held by the Custodian in common
stock of KCS Group, Inc. are only subject to withdrawal in accordance with
the terms of the Plan.
4<PAGE>
Any portion of Fund B may, pending investment or distribution, be invested
in bank deposits (which may be non-interest-bearing) or other investments of
a short-term nature. The Custodian may maintain in cash such part of the
assets of the Plan as it deems necessary or advisable.
Dividends, interest and other income earned by the Investment Funds shall
be reinvested by the Custodians in accordance with the terms of the Plan.
4. KCS Stock Splits
Effective January 15, 1993, KCS issued a 2 for 1 stock split. The stock
split resulted in 70,881 additional shares of KCS stock in Fund B. KCS
also issued a 2 for 1 stock split on August 15, 1993 resulting in 137,486
additional shares of KCS stock in Fund B.
Effective January 15, 1992, KCS issued a 3 for 2 stock split. The stock
split resulted in 25,342 additional shares of KCS stock in Fund B.
5. Federal Income Taxes
The Internal Revenue Service (IRS) issued a determination letter, dated
June 16, 1986, stating that the Plan, as then designed, met the requirements
of Section 401 (a) of the Internal Revenue Code (Code) and was exempt from
taxation. The Plan has been amended since receipt of the determination
letter, however, the Company is in the process of filing for a new
determination letter. The Plan's management believe that the Plan is
currently designed and being operated in compliance with the requirements of
Section 4O1 (a) of the Code. Therefore, they believe the Plan is qualified
and the related trust is tax exempt.
Under present Federal income tax law, a participant is not taxed currently
on any before-tax contributions or Company contributions to the Plan, income
earned by the Plan, or gain on the sale of securities held by the Plan until
the participant's account is distributed to him/her or made available to
him/her without restriction. Participants are taxed currently on the amount
of their after-tax contributions. The Tax Reform Act of 1986 set certain
limits on the amount of employee tax deferred contributions to such Plans.
6. Plan Amendments
Effective January 1, 1994, the Plan was amended to include the following:
Participants investing in NUI common stock will be matched by the Company
at 60% of their "basic contributions" of up to 6% of their annual base pay.
Basic contributions invested in all other funds, will be matched by the
Company at 50%.
Participants may borrow up to 50% of the value of the vested portion of
their accounts. The loan must be for at least $1,000 up to a maximum of
$50,000. The balance available for loans includes all monies in the
participant's account. The interest rate is the Wells Fargo Bank's prime
rate plus 1% at the time of the loan.
The Plan and the agreements provide that investments will consist of five
separate funds as follows:
Income Accumulation Fund - This fund shall be invested and reinvested in
securities and property considered to offer dependable income yields.
5<PAGE>
NUI Stock Fund - This fund shall be invested and reinvested in common
stock of NUI Corporation. Funds held by the Custodian in common stock of
KCS are only subject to withdrawal in accordance with the terms of the Plan.
S&P 500 Fund - This fund shall be invested and reinvested in a portfolio
of stock whose return is anticipated to be equivalent to the S&P 500
composite index.
Asset Allocation Fund - This fund shall be invested and reinvested in a
combination of stock, treasury bonds, and securities.
Growth Stock Fund - This fund shall be invested and reinvested in a
portfolio of stock that is expected to generate above market rates of
return.
6<PAGE>
EIN #22 - 1869941
PLAN #2 Schedule I
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
Description
Identity of of Shares Cost Current Value
Issue Investment
Wells Fargo Income
Bank Accumulation
Fund -- $13,423,920 $13,423,920
NUI Corporation Common Stock 444,985 $8,090,757 $11,625,225
KCS Group, Inc. Common Stock 269,528 $326,895 $7,209,874
Summit Insured
Bankcorporation Money Market
Fund -- $47,797 $47,797
Wells Fargo Insured
Bank Money Market
Fund -- $415,173 $415,173
Participant Loans, at
Loans Interest
Rates
Ranging from
7.0% to 7.5% -- -- $655,385
The accompanying notes to financial statements are an
integral part of this schedule.
7
<PAGE>
<TABLE>
EIN #22-1869941 Schedule II
PLAN #2
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION> Current
Value of
No. Asset on Net
Identity of Description No. of Purchase of Selling Cost of Transaction Gain or
Party of Asset Purchases Price Sales Price Asset Date (Loss)
Series of transactions with Summit Trust Company, involving securities of the same issue, that, in
the aggregate, exceed 5% of the plan assets as of the beginning of the plan year:
<S> <C> <C> <C> <C> <C> <C> <C>
NUI Common
Corporation Stock 61 $1,451,765 20 $292,328 $195,217 $292,328 $97,111
The accompanying notes to financial statements are an
integral part of this schedule.
8
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated May 13, 1994, included in this Form 11-K, into the
Company's previously filed Registration Statements File No. 33-51459
relating to NUI Direct, File No. 33-45350 relating to the Savings and
Investment Plan, and File No. 33-24169 relating to the 1988 Stock Plan.
ARTHUR ANDERSEN & CO.
New York, New York
May 13, 1994<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf by
the undersigned duly authorized.
NUI CORPORATION
June 22, 1994 /S/ Richard J. O'Neill
Plan Administrator
June 22, 1994 /S/ Bernard F. Lenihan
Plan Sponsor<PAGE>
</TABLE>
