This prospectus is being filed pursuant to Rule 424(b)
and relates to Registration Nos. 33-51459 and 33-28412
PROSPECTUS
NUI
CORPORATION
NUI DIRECT: A COMMON STOCK INVESTMENT PLAN
NUI Corporation (the "Company") offers a Common Stock Investment Plan
("NUI Direct") to current investors who are record holders of the Company's
common stock ("Current Investors") and to new investors who are Company
employees or who reside in a state in which the Company conducts its gas
utility operations ("New Investors"). Current Investors and New Investors
(collectively, "Investors") that enroll in NUI Direct have the opportunity
to purchase shares of NUI common stock, no par value ("Common Stock"), at
market prices and direct the reinvestment or distribution of cash dividends
on their Common Stock without incurring brokerage commissions or service
charges on any such transactions. See Section 11, "Acquisition of Common
Stock for NUI Direct," and Section 12, "Costs."
Under NUI Direct, Investors may take advantage of the following
options:
o NO BROKERAGE COMMISSIONS OR SERVICE CHARGES: Investors may acquire
Common Stock without incurring any brokerage commissions or service
charges by making optional cash purchases of $25 or more (not to
exceed $60,000 per calendar year) paid by personal check, bank check,
money order or automatic monthly deduction from a bank account
("Optional Cash Purchases");
o AUTOMATIC REINVESTMENT OF DIVIDENDS: Investors may automatically
reinvest all or a portion of their cash dividends to acquire Common
Stock without incurring any brokerage commissions or service charges
("Dividend Reinvestment");
o DIRECT DEPOSIT OF DIVIDENDS: Investors may automatically deposit their
cash dividends directly in their bank account by electronic cash
transfer ("Direct Deposit");
o CERTIFICATE SAFEKEEPING: Investors may deposit their Common Stock
share certificates for safekeeping as a means to help protect the
Investor against loss, theft or destruction of their Common Stock
share certificates ("Safekeeping"); and
o TRANSFER OF COMMON STOCK: Investors may give or transfer Common Stock
to family members or other Investors eligible to participate in NUI
Direct ("Gifts and Transfers").
This Prospectus relates to 365,601 shares of Common Stock offered for
purchase under NUI Direct and should be retained for future reference. The
Common Stock is traded on the New York Stock Exchange ("NYSE") under the
symbol "NUI."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY 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 REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 1, 1994<PAGE>
Investors may participate in NUI Direct by submitting a completed and
signed Enrollment Form. New Investors must also submit an initial
investment of at least $125, in addition to the completed and signed
Enrollment Form. See Section 3, "Enrollment," and Section 5, "Investment
Options and Instructions."
NUI Direct amends and replaces NUI's Dividend Reinvestment & Common
Stock Purchase Plan ("Original Plan") and current participants in the
Original Plan will be automatically enrolled in NUI Direct in accordance
with their existing investment instructions unless they withdraw from
participation. Participants who desire to take advantage of the additional
investment options under NUI Direct must submit a completed Enrollment
Form. See Section 3, "Enrollment."
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 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 Room of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices: 7 World
Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies
of such material can also be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549
at prescribed rates. The Common Stock is listed on the NYSE. Reports,
proxy statements and other information concerning the Company can be
inspected and copied at the offices of the NYSE at Room 401, 20 Broad
Street, New York, New York 10005.
2<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended September
30, 1993 (File No. 1-8353);
(b) Annual Report on Form 11-K for the fiscal year ended December 31,
1993 (File No. 1-8353);
(c) Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1993 and March 31, 1994 (File No. 1-8353);
(d) Current Report on Form 8-K dated April 20, 1994 (File No. 1-
8353);
(e) Current Report on Form 8-K dated July 29, 1994 (File No. 1-8353);
and
(f) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed on May 28, 1982, and by
Amendment No. 1 thereto on Form 8-A/A, filed on September 16,
1993 (File No. 1-8353).
This Prospectus is filed as part of the Company's Registration
Statement No. 33-51459 filed with the Commission. All documents filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act
subsequent to the date of this Prospectus and prior to the termination of
the offering made hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents; provided, however, that document (a) enumerated above and
documents subsequently filed by the Company pursuant to Section 13 or 14 of
the 1934 Act prior to the filing of the Company's Annual Report in Form 10-
K for the current fiscal year with the Commission shall not be incorporated
by reference in this Prospectus or be a part hereof from and after such
filing of such Annual Report on Form 10-K.
Any statement contained in a document 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 more
recent incorporated document modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all of the documents
referenced above which have been or may be incorporated in this Prospectus
by reference, other than exhibits to such documents. Requests for such
copies should be directed to NUI Corporation, Attention: Corporate
Secretary, 550 Route 202-206, P.O. Box 760, Bedminster, New Jersey
07921-0760; telephone (908) 781-0500; fax (908) 781-0718.
3<PAGE>
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4<PAGE>
NUI CORPORATION
NUI DIRECT: A COMMON STOCK INVESTMENT PLAN
THE COMPANY
NUI Corporation, a New Jersey corporation (the "Company"), is engaged
primarily in the sale and transportation of natural gas. The Company
serves customers in six states through its divisions, Elizabethtown Gas
Company (New Jersey), City Gas Company of Florida (Florida), North Carolina
Gas Service (North Carolina), Elkton Gas Service (Maryland), Valley Cities
Gas Service (Pennsylvania) and Waverly Gas Service (New York). The Company
is subject to regulation as an operating utility by the public utility
commissions of the states in which it operates.
The principal executive offices of the Company are located at 550
Route 202-206, P.O. Box 760, Bedminster, New Jersey 07921-0760; telephone
(908) 781-0500; fax (908) 781-0718.
THE PLAN
1. General Description of NUI Direct
The Company's Common Stock Investment Plan ("NUI Direct") is open to
current investors who are record holders of the Company's common stock
("Current Investors") and to new investors who are Company employees or who
reside in a state in which the Company conducts its gas utility operations
("New Investors"). Current Investors and New Investors (collectively,
"Investors") that enroll in NUI Direct have the opportunity to purchase
shares of NUI common stock, no par value ("Common Stock"), at market prices
and direct the reinvestment or distribution of cash dividends on their
Common Stock without incurring brokerage commissions or service charges on
either of such transactions. See Section 11,"Acquisition of Common Stock
for NUI Direct," and Section 12, "Costs."
NUI Direct, which replaced the Dividend Reinvestment & Common Stock
Purchase Plan (the "Original Plan"), was amended to allow for broader
participation by Investors, cash payments for additional shares by
automatic debit, the direct deposit of dividends not reinvested in NUI
Direct, dividend reinvestment at market prices rather than discount prices
and to permit the NUI Direct agent to purchase shares for NUI Direct
through open market purchases or privately negotiated transactions in
addition to purchases directly from the Company.
Upon enrollment in NUI Direct, Investors may:
o Acquire Common Stock without incurring any brokerage commissions or
service charges by making optional cash purchases of $25 or more (not
to exceed $60,000 per calendar year) paid by personal check, bank
check, money order or automatic monthly deduction from their bank
account ("Optional Cash Purchases");
o Automatically reinvest all or a portion of their cash dividends to
acquire Common Stock without incurring any brokerage commissions or
service charges ("Dividend Reinvestment");
o Automatically deposit their cash dividends directly in their bank
account by electronic cash transfer ("Direct Deposit");
5<PAGE>
o Deposit their Common Stock share certificates for safekeeping as a
means to help protect the Investor against loss, theft or destruction
of their Common Stock share certificates ("Safekeeping"); and
o Give or transfer shares to family members or to other Investors
eligible to participate in NUI Direct ("Gifts and Transfers").
Investors may participate in NUI Direct by submitting a completed and
signed Enrollment Form. New Investors must also submit an initial
investment of at least $125, in addition to the completed and signed
Enrollment Form. See Section 3, "Enrollment," and Section 5, "Investment
Options and Instructions."
Funds invested in NUI Direct will be fully invested; fractional shares
purchased through Optional Cash Purchases or Dividend Reinvestment will be
credited to the Investor's account and dividends on such fractional shares
may be reinvested or distributed in accordance with the Investor's elected
investment options.
Each Investor will receive periodic statements of account activity, as
well as transaction confirmations, shareholder communications, income tax
reporting information and other pertinent information. See Section 10,
"Reports to Investors."
An Investor may sell all or a portion of the Common Stock in his or
her NUI Direct accounts directly through the NUI Direct agent. See Section
9, "Selling Common Stock."
NUI Direct amends and restates the Original Plan and current
participants in the Original Plan will be automatically enrolled in NUI
Direct in accordance with their existing investment instructions unless
they withdraw from participation. Participants who desire to take advantage
of the additional investment options under NUI Direct must submit a
completed Enrollment Form. See Section 3, "Enrollment."
As amended, effective as of May 1, 1994, NUI Direct does not offer a
5% discount for Common Stock purchased through Dividend Reinvestment.
The Common Stock is listed on the New York Stock Exchange and traded
under the ticker symbol "NUI."
2. The Agent
Mellon Securities Trust Company (the "Agent") will administer NUI
Direct for the Company as agent for the Investors. The Agent will purchase
and hold shares of the Common Stock acquired through NUI Direct, keep
records, send periodic statements to Investors and perform other duties
related to NUI Direct. Common Stock purchased under NUI Direct will be held
for each Investor by or through the Agent until an Investor's participation
is terminated (see Section 14, "Terminating Participation in NUI Direct")
or until an Investor's written request to transfer, withdraw or sell shares
of Common Stock held in the Investor's NUI Direct account is received by
the Agent. Common Stock purchased under NUI Direct will be registered in
the Agent's name or the name of one of its nominees. The Company may
replace the Agent at any time. If the Agent ceases to administer NUI
Direct, the Company will make such other arrangements as it deems
appropriate for the administration of NUI Direct.
The Agent will answer any questions from an Investor, as well as
supply NUI Direct forms for initial enrollment, changing investment
instructions, making Optional Cash Purchases, authorizing automatic monthly
deductions for Optional Cash Purchases, authorizing Dividend Reinvestment
or Direct Deposit, and making Gifts
6<PAGE>
and Transfers and stock powers. Completed and signed forms should be mailed
to the Agent at the following address:
Mellon Securities Trust Company
Shareholder Investment Services
P.O. Box 750
Pittsburgh, PA 15230
Investor questions and requests may be directed to the Agent by
calling toll free 1-800-526-0801 and requesting information concerning "NUI
Direct".
3. Enrollment
An Investor may join NUI Direct by completing and signing an
enrollment form (the "Enrollment Form") and returning the Enrollment Form
to the Agent at the address shown above. Enrollment Forms may be obtained
directly from the Agent.
New Investors must make an initial investment in NUI Direct of at
least $125, which must be delivered to the Agent together with the
completed and signed Enrollment Form (see Section 5, "Investment Options
and Instructions").
Upon enrollment, each Investor may continue to participate in NUI
Direct so long as, at a minimum, one whole share of Common Stock is
registered in that Investor's name or held for the Investor in an NUI
Direct account regardless of employment status or state of residency.
INVESTORS PARTICIPATING IN THE ORIGINAL PLAN WILL BE AUTOMATICALLY
ENROLLED IN NUI DIRECT AND MAY CONTINUE TO PARTICIPATE IN NUI DIRECT
WITHOUT INTERRUPTION IN ACCORDANCE WITH THEIR EXISTING INVESTMENT
INSTRUCTIONS WITHOUT TAKING FURTHER ACTION AT THIS TIME.
4. Relevant Plan Dates
Investment Dates. Optional Cash Purchases and initial investments will
be made on the next Dividend Payment Date following receipt of payment or,
in months that no dividends are paid, on the 15th day of such month
(individually, the "Investment Date"). The Agent must receive payment for
Optional Cash Purchases no later than five business days prior to an
Investment Date in order for that payment to be used to purchase Common
Stock on such Investment Date. See Section 5, "Investment Options and
Instructions."
Dividend Reinvestment Activation Date. Cash dividends generally are
paid on the 15th day of March, June, September and December ("Dividend
Payment Date") to shareholders of record as of the record date that is
designated each quarter by the Company's Board of Directors (the "Record
Date"). The Record Date generally is three weeks prior to the Dividend
Payment Date. If an Investor elects to utilize Dividend Reinvestment or to
change his or her Dividend Reinvestment election, and has instructed the
Agent accordingly by submitting a completed Enrollment Form, those
instructions will take effect beginning with the Dividend Payment Date
following the first Record Date that occurs after the completed and signed
Enrollment Form is received by the Agent.
7<PAGE>
Direct Deposit Activation Date. If an Investor elects to utilize
Direct Deposit or to change the Direct Deposit instructions, that election
or change will take effect beginning with the Dividend Payment Date
following the first Record Date that occurs after the Agent receives a
completed and signed Enrollment Form and fully processes his or her Direct
Deposit Authorization. See Section 5, "Investment Options and
Instructions."
5. Investment Options and Instructions
An Investor provides investment instructions by submitting a completed
and signed Enrollment Form to the Agent. After enrollment, Investors who
wish to change their investment instructions may do so by completing and
signing a new Enrollment Form and sending it to the Agent. Enrollment Forms
may be obtained directly from the Agent or from the Company.
An Investor may elect from among any of the following investment
options:
o "OPTIONAL CASH PURCHASES." With this option, an Investor acquires
Common Stock through NUI Direct without incurring any brokerage
commissions or service charges by making Optional Cash Purchases of
$25 or more (not to exceed $60,000 per calendar year) paid by personal
check, bank check, money order or automatic monthly deduction from
such Investor's bank account. If this option is elected, the Agent
must receive either, (i) a cash payment of $25 or more by check or
money order payable to the Agent along with the completed and signed
Enrollment Form or (ii) a completed and signed Automatic Investment
Authorization with the completed and signed Enrollment Form. A New
Investor must elect Optional Cash Purchase in order to make the
required initial investment in Common Stock through NUI Direct of at
least $125.
Thereafter, unless the payments are by automatic monthly deductions
from an Investor's bank account, payments for Optional Cash Purchases
must be made by completing and submitting the form for such Optional
Cash Purchases attached to the Investor's periodic statement of
account along with a personal check, bank check, or money order
payable to the Agent. The Agent must receive payment for Optional Cash
Purchases no later than five business days preceding an Investment
Date in order for that payment to be used to purchase Common Stock on
such Investment Date. If an Investor's payment for Optional Cash
Purchases reaches the Agent on or after the fifth business day
preceding an Investment Date, the payment will be held until the next
Investment Date. It is important to remit cash payments in accordance
with this schedule since no interest will be paid on any payments held
by the Agent.
An Investor may make any number of Optional Cash Purchases and in any
amount, but such purchases must be not less than $25 each and, in the
aggregate, not more than $60,000 per calendar year. If an Investor
sends a cash payment of less than $25, the payment will be returned to
the Investor by the Agent. If an Investor's payments for Optional Cash
Purchases aggregate more than $60,000 in any calendar year, the amount
in excess of $60,000 will be returned to the Investor by the Agent.
An Investor may request that any uninvested payment for Optional Cash
Purchases be returned. The request must be received by the Agent no
later than forty-eight (48) hours prior to the Investment Date.
Instructions for making payments for Optional Cash Purchases are as
follows:
8<PAGE>
Making Payments by Check or Money Order. Payments for Optional Cash
Purchases may be made by personal check, bank check or money order
payable in United States dollars together with the completed and
signed Enrollment Form or Cash Payment Form, as applicable, to the
Agent at the address set forth in Section 2, "The Agent." Payments
forwarded to any other address do not constitute valid delivery.
Additional Cash Payment Forms are available upon request from the
Agent.
In the event that any check or money order is returned to the Agent
unpaid for any reason, the Agent will consider the request for
investment of such funds void and without effect and will immediately
remove from the Investor's account any Common Stock purchased upon the
prior credit of such funds. The Agent may then sell such Common Stock
to satisfy any uncollected amounts. If the net proceeds of the sale of
such Common Stock are insufficient to satisfy the balance of the
uncollected amounts, the Agent may sell additional Common Stock from
the Investor's account to satisfy the uncollected balance.
Payments by Automatic Deductions from a Bank Account. An Investor may
make automatic monthly Optional Cash Purchases of a specified amount
by electronic funds transfer from a predesignated United States bank
account. To initiate automatic monthly deductions, an Investor must
complete and sign an Automatic Investment Authorization, available
from the Agent, and return such form to the Agent. Automatic
Investment Authorizations will be processed by the Agent and will
become effective as promptly as practicable. The Agent will make the
necessary arrangements with the Investor's bank to deduct the
authorized amount to be invested in Common Stock on or about the fifth
business day preceding each Investment Date.
Once automatic monthly deductions commence, an Investor utilizing
automatic monthly deductions will not be required to write any
additional checks or mail any additional forms for such automatic
monthly deductions. An Investor may change or terminate an automatic
monthly deduction by completing, signing and returning to the Agent a
new Automatic Investment Authorization. To be effective with respect
to a particular Investment Date, the new Automatic Investment
Authorization must be received by the Agent no later than the
twentieth day of the month preceding such Investment Date.
o "DIVIDEND REINVESTMENT." With this option, an Investor directs the
Agent to automatically reinvest all or a portion of the cash dividends
paid on the Investor's Common Stock to acquire additional Common Stock
through NUI Direct without incurring any brokerage commissions or
service charges. When electing this option, the Investor should
complete a Dividend Reinvestment Authorization indicating the portion
of the cash dividends to be reinvested. If the section of the Dividend
Reinvestment Authorization regarding the portion to be reinvested is
left blank, the Agent will automatically reinvest all cash dividends
applicable to the Common Stock enrolled in NUI Direct. The amount
reinvested will be changed only when a new Dividend Reinvestment
Authorization, completed and signed, indicating such changes is
received by the Agent.
o "DIRECT DEPOSIT." With this option, the Investor may authorize the
Agent to automatically deposit his or her cash dividends directly in
the Investor's bank account by electronic cash transfer. To initiate a
Direct Deposit, an Investor must first complete and sign the Direct
Deposit Authorization and return such form to the Agent. Direct
Deposit Authorizations are available upon request from the Agent.
Direct Deposit Authorizations will be processed by the Agent and will
become effective as promptly as practicable. An Investor may change
the designated bank account for Direct Deposit by submitting to the
Agent a new Direct
9<PAGE>
Deposit Authorization. Any such change will be effective on the
Dividend Payment Date following the completion of the processing of
the new Direct Deposit Authorization by the Agent.
All direct deposits will be made to the Investor's designated bank
account at the same time dividends are paid to holders of Common Stock,
subject to any problems or limitations with the electronic funds transfer
system which preclude or limit such timely transfer. In such case, the
electronic funds transfer will be made as soon as practicable thereafter.
6. Safekeeping
With this option, an Investor may elect to have his or her Common
Stock share certificates held for safekeeping by the Agent as a means to
help protect the Investor against loss, theft or destruction of the Common
Stock share certificates.
The Investor who wishes to take advantage of Safekeeping should send
his or her Common Stock share certificates to the Agent at the address set
forth in Section 2, "The Agent." Common Stock share certificates should be
sent to the Agent by registered or certified mail, return receipt
requested, or by some other means to assure their arrival, accompanied by a
completed and signed Enrollment Form specifying (i) that the Common Stock
is being deposited for Safekeeping and (ii), if applicable, instructions
regarding Optional Cash Purchases, Dividend Reinvestment and/or Direct
Deposit. The Common Stock share certificates are the responsibility of the
Investor until the Agent receives such share certificates. The Agent will
confirm the receipt of any such share certificates deposited for
Safekeeping. Common Stock share certificates deposited for Safekeeping must
remain in an Investor's account for at least sixty (60) days before it can
be sold. For information concerning those shares acquired through NUI
Direct, see Section 7, "Common Stock Share Certificates."
7. Common Stock Share Certificates
Share certificates will not be issued to an Investor for the Common
Stock credited to his or her account unless the Agent is instructed
otherwise in writing or unless the Investor's NUI Direct account is
terminated. This service eliminates the need for Investors to secure their
Common Stock share certificates, and helps protect Investors against loss,
theft or destruction of their Common Stock share certificates. The number
of shares (including fractional shares) credited to an Investor's account
under NUI Direct will be shown on each account statement.
NUI Direct accounts are maintained in the name in which the shares of
Common Stock are registered at the time an Investor enrolls in NUI Direct.
Share certificates for whole shares purchased under NUI Direct will be
similarly registered when issued to an Investor unless a written request
otherwise is received by the Agent. Share certificates for fractional
shares of Common Stock will not be issued under any circumstances. A
transfer of ownership can be effected by providing all the necessary
documentation to the Agent as set forth in Section 8, "Gifts and Transfers
of Common Stock."
All shares and fractions of a share of Common Stock will continue to
be credited to the Investor's account under NUI Direct. The issuance of
certificates for shares does not affect the Dividend Reinvestment election
made pursuant to Section 5, "Investment Options and Instructions," with
regard to the shares of Common Stock in an Investor's account.
An institutional participant in NUI Direct that is required by law to
maintain physical possession of stock
10<PAGE>
certificates may request a special arrangement regarding the issuance of
stock certificates for whole shares purchased under NUI Direct. This
request should be directed to the Agent.
8. Gifts and Transfers of Common Stock
An Investor may transfer ownership of all or part of the Common Stock
held in the Investor's NUI Direct account to an account opened in the name
of a family member or to another Investor. Such gift or transfer may be
made by completing, signing and returning a Gift Transfer Form, along with
an executed stock assignment ("Stock Power"), to the Agent. Transfers of
less than all of an Investor's Common Stock must be made in whole share
amounts. Fractional shares will be transferred only when the Investor's
entire account is transferred. Requests for transfer are subject to the
same requirements as transfers of common stock share certificates
generally, including the requirement of a signature guarantee on the Stock
Power. Gift Transfer and Stock Powers Forms are available upon request from
the Agent.
Common Stock share certificates subject to gift or transfer will
continue to be held by the Agent on behalf of the donee or transferee. If
the donee or transferee is not already enrolled, an account will be opened
in the name of the donee or transferee and such donee or transferee will be
enrolled automatically in NUI Direct. If the donee or transferee is not
already enrolled, the Investor making the gift or transfer may make a
Dividend Reinvestment election for the donee or transferee at the time of
the gift or transfer. The donee or transferee may change his or her
Dividend Reinvestment election after the gift or transfer has been made or
make other investment elections by completing and signing a new Enrollment
Form and sending it to the Agent, as described in Section 5, "Investment
Options and Instructions."
The donee or transferee will receive a statement showing the number of
shares received or transferred. If requested by the Investor making the
gift or transfer, a gift certificate acknowledging the transfer of shares
will be made available free of charge.
9. Selling Common Stock
An Investor who has enrolled in NUI Direct may request the Agent to
sell any number of whole shares of Common Stock held in his or her NUI
Direct account by giving written instructions thereof to the Agent. The
Agent will make the sale as promptly as practicable and in no event later
than ten business days following receipt of such request. The Investor will
receive the proceeds, less applicable brokerage commissions, service
charges and transfer tax, if any. The Investor also will be charged an
administrative fee by the Agent for selling such shares. The net proceeds
of shares sold through NUI Direct will be paid to the Investor by check. No
check will be mailed prior to the settlement of the sale of such shares,
which typically occurs five business days after the sale of shares.
No Investor shall have the authority or power to direct the date or
price at which Common Stock may be sold or the manner of such sale.
Requests must indicate the number of shares to be sold and not the dollar
amount to be attained. Any request that does not clearly indicate the
number of shares to be sold will be returned to the Investor with no action
taken upon such request. A request to sell all of the Common Stock held in
an Investor's account will be treated as a withdrawal from NUI Direct. See
Section 14, "Terminating Participation in NUI Direct."
11<PAGE>
10. Reports to Investors
Each enrolled Investor will receive a periodic investment statement
showing the amount invested during the period; the purchase price; the
number of shares purchased, deposited, sold, transferred, or withdrawn; the
total shares accumulated and other information as determined by the Agent
and/or the Company. The investment statement will reflect all Common Stock
held by the Agent for the Investor. The Investor should retain each
statement in order to establish the cost basis of the Common Stock
purchased under NUI Direct. This information may be needed for income tax
and other purposes.
In addition, the Agent will deliver to each Investor on or before
January 31 of each year a Form 1099 reporting dividend income for income
tax purposes. Each Investor will also be sent copies of communications sent
to all other holders of the Common Stock including the Company's quarterly
and annual reports to shareholders, the notice of annual meeting and the
proxy statement for the annual meeting.
11. Acquisition of Common Stock for NUI Direct
Sources of NUI Direct Shares. In order to satisfy NUI Direct
requirements, the Company has the option to direct the Agent to purchase
Common Stock on any securities exchange on which the shares are traded or
in privately negotiated transactions. Alternatively, the Company may direct
the Agent to purchase newly issued shares of Common Stock directly from the
Company. If Common Stock is purchased in the open market or in privately
negotiated transactions, neither the Investors, the Company, nor any of the
Company's affiliates have the authority or power to direct or influence the
times when, or price at which, shares of Common Stock may be purchased by
the Agent, the number of shares of Common Stock to be purchased, the manner
of such purchases or the selection of the broker or dealer through which
such purchases will be made. The Company may not change more than once in
any twelve-month period its determination that shares of Common Stock will
be purchased by the Agent for NUI Direct either (a) on the open market or
through privately negotiated transactions or (b) directly from the Company.
The Company will change its determination of the source of purchases of
Common Stock for NUI Direct by the Agent only upon a determination of the
Board of Directors or the Chief Financial Officer of the Company that there
is a compelling reason to make such change. If the Company decides not to
issue new shares of Common Stock under NUI Direct and applicable laws or
regulations or the closing of the securities markets requires temporary
curtailment or suspension of open market purchases of shares of Common
Stock, the Agent is not accountable for its inability to make purchases at
such time. If a sufficient number of shares of Common Stock are not
available for purchase for a period of thirty (30) days, the Agent will
promptly thereafter mail to Investors a check for the amount of any
unapplied funds in their NUI Direct accounts.
Price and Timing of NUI Direct Share Purchases. The purchase price per
share of newly-issued shares of Common Stock purchased directly from the
Company through NUI Direct on any Investment Date will be the average of
the high and low sales price of the Common Stock reported on that
Investment Date on the Composite Tape of the NYSE - Listed Stocks;
provided, however, that if the Common Stock is not traded on that
Investment Date, the purchase price per share will be the average of such
high and low sales prices for the Common Stock on the immediately preceding
business day during which the Common Stock was traded. When the Agent
purchases Common Stock in the open market or in privately negotiated
transactions, the purchase price per share of Common Stock will be the
weighted average price of all the Common Stock purchased by the Agent for
NUI Direct with respect to the relevant Investment Date.
12<PAGE>
The number of shares of Common Stock purchased for each Investor on
the Investment Date depends on the amount of such Investor's Dividend
Reinvestment, Optional Cash Purchases and/or initial investment, as
applicable for such Investment Date, and the purchase price per share on
the Investment Date. Each Investor's account will be credited for such
purchases with that number of shares of Common Stock, including fractions
computed to four decimal places, equal to the total amount of the
Investor's Dividend Reinvestment, Optional Cash Purchases and/or initial
investment divided by the applicable purchase price per share.
The Agent will make every effort to invest funds in Common Stock as
soon as practicable on or after each Investment Date. Shares acquired in
the open market or through privately negotiated transactions will be
purchased as soon as practicable by the Agent beginning on the relevant
Investment Date and in no event later than thirty (30) days after the
relevant Investment Date except for delays which may occur where and to the
extent necessary under any applicable Federal securities laws or other
government or stock exchange regulations. Shares acquired from the Company
will be purchased for Investors' accounts as of the close of business on
the relevant Investment Date. Dividend and voting rights will commence upon
settlement of such purchases, which is normally five business days after
the date of purchase.
12. Costs
The Company pays all administrative costs of NUI Direct. There are no
brokerage commissions or service charges for an Investor in connection with
the purchase of shares under NUI Direct. See Section 9, "Selling Common
Stock," regarding fees assessed for sales of Common Stock under NUI Direct.
13. Taxes
Under current Federal tax law, reinvested cash dividends will be taxed
as ordinary income to the extent that the cash dividend would have been
ordinary income to such shareholder. Dividend Reinvestment does not relieve
an Investor of any income tax payable on such dividends. If the Agent
purchases Common Stock in the open market to meet NUI Direct requirements,
each Investor's pro rata share of brokerage commissions or service charges
paid for purchases of Common Stock will be treated as additional Investor
dividend income for Federal income tax purposes. A New Investor whose
initial investment is used to purchase shares in the open market may
recognize ordinary income to the extent of the respective pro rata share of
any brokerage commissions or service charges paid by the Company for such
purchases.
Shareholders who elect to participate in NUI Direct, including New
Investors, will have a basis in the shares of Common Stock acquired under
NUI Direct equal to the price of the shares purchased for their account
plus, in the case of any shares acquired in the open market, their pro rata
share of brokerage commissions and service charges, if any, that are
treated as dividend income or ordinary income as described above. Upon a
sale of such stock (whether by the Investor or by the Agent at the
Investor's request), the difference between the sales proceeds and the
shareholder's basis will be taxable. Under the current Federal tax law as
of the date hereof, if such a sale is made within one year of acquisition,
any gain (or loss) will be taxed as short-term capital gain (or loss). If
the sale is made after one year, the gain (or loss) will be taxed as
long-term capital gain (or loss). The holding period for shares acquired
pursuant to NUI Direct will begin on the day following the purchase of such
shares.
An Investor may also realize a gain (or loss) upon withdrawal from NUI
Direct and receipt of a cash payment for a fraction of a share. The amount
of such gain or loss will be the difference between the amount received for
the fraction of a share and the tax basis thereof.
13<PAGE>
In the case of an Investor (including a foreign shareholder) who
elects Dividend Reinvestment and whose dividends are subject to Federal
income tax or backup withholding, an amount equal to the dividends payable
to such Investor, less the amount of tax required to be withheld, will be
applied to the purchase of shares of Common Stock under NUI Direct. The
filing of any documentation required to obtain a reduction in Federal
withholding tax will be the responsibility of each Investor.
The Company believes the foregoing is an accurate summary of the
Federal tax consequences of participation in NUI Direct as of the date of
this Prospectus but may not reflect all tax consequences resulting from
participation in NUI Direct. Therefore, each Investor is urged to consult
his or her own tax advisor to determine the particular Federal, state and
local tax consequences resulting from participation in NUI Direct and from
the subsequent disposal or transfer of shares purchased pursuant to NUI
Direct. If the Investor does not reside in the United States, such
Investor's income tax consequences will vary from jurisdiction to
jurisdiction. In addition, the foregoing rules may not be applicable to
certain Investors, such as tax exempt entities (e.g., pension funds and
individual retirement accounts).
14. Terminating Participation in NUI Direct
To terminate participation in NUI Direct, an Investor must notify the
Agent in writing of his or her election to do so. A form of such notice is
provided on the reverse side of the account statement and should be mailed
to the Agent as set forth under Section 2, "The Agent."
Upon termination of participation in NUI Direct, a Common Stock share
certificate for whole shares credited to an Investor's account under NUI
Direct will be issued in the name of the Investor or Investors, as set
forth on the Agent's records for such NUI Direct account; a check will be
issued for any fraction of a share in such account. Payment for fractional
shares will be based upon the market price of the Common Stock, as
determined under Section 11, "Acquisition of Common Stock for NUI Direct,"
on the date such participation is terminated.
If upon termination, an Investor requests that all the whole shares
credited to his or her account in NUI Direct be sold, the sale will be made
by the Agent within ten business days of the Agent's receipt of the
Investor's request or as soon as possible thereafter. The sale and the
amount to be received by the Investor will follow the procedures set forth
in Section 9, "Selling Common Stock."
If the request to terminate is received on or prior to a dividend
Record Date, the withdrawal will be effective for the applicable Dividend
Payment Date. Any Optional Cash Payments sent to the Agent prior to the
request for termination that have not been invested under NUI Direct will
be returned to the Investor. All subsequent dividends will be paid to the
Investor by check. All dividends prior to termination will be treated in
accordance with the Investor's most current Enrollment Form received by the
Agent.
15. Miscellaneous
Selling Shares Not in an NUI Direct Account. If an Investor disposes
of some or all of the shares of Common Stock registered in his or her name
but not in an NUI Direct account, that transfer will not affect shares held
in such Investor's NUI Direct account. The Agent will continue to reinvest
the dividends on shares credited to an Investor's account under NUI Direct
pursuant to such Investor's most current Enrollment Form received by the
Agent, subject to the right to withdraw from NUI Direct at any time.
14<PAGE>
Stock Dividends, Stock Splits. Any dividend payable in Common Stock or
split shares distributed by the Company on shares credited to an Investor's
account under NUI Direct will be added to that account. Stock dividends or
split shares distributed on shares of Common Stock registered in the
Investor's name will be mailed directly to such Investor in the same manner
as to shareholders of the Company who are not participating in NUI Direct
and/or in accordance with the Investor's instructions regarding Safekeeping
on the Investor's most current Enrollment Form received by the Agent.
Voting of Shares. Proxy materials will be sent to each Investor in
connection with any annual or special meeting of shareholders of the
Company. Whole shares held for an Investor by the Agent under NUI Direct
will be voted as such Investor directs. Fractions of shares of Common Stock
will not be voted.
Limitation of Claims Against Company and Agent. Neither the Company
nor the Agent (nor any of their respective agents, representatives,
employees, officers, directors, subcontractors or attorneys) will be liable
in administering NUI Direct for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate an Investor's account upon
death or with respect to the prices at which shares are purchased or sold
for an Investor's account, the time of purchases or sales, or with respect
to any fluctuation in market value of the Common Stock.
INVESTORS SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED UNDER NUI DIRECT AND THAT
THE COMPANY CANNOT ASSURE THAT DIVIDENDS WILL CONTINUE TO BE PAID AT THE
SAME LEVEL OR THAT ANY DIVIDENDS WILL BE PAID IN THE FUTURE.
Company Retains Right to Amend or Terminate NUI Direct.
Notwithstanding any other provision of NUI Direct, the Board of Directors
of the Company may amend, supersede or terminate NUI Direct at any time,
including, without limitation, during the period between a Common Stock
Record Date and the applicable Dividend Payment Date. The Board of
Directors may increase the number of shares of Common Stock which may be
issued by the Company under NUI Direct, but may not increase the number of
authorized shares of the Common Stock without shareholder approval. Notice
of any material amendment, or any suspension or termination of NUI Direct,
will be mailed to all Investors. No such event will affect an Investor's
ownership of any shares then credited to such Investor's account. Upon any
whole or partial termination of NUI Direct, stock certificates for whole
shares credited to an Investor's account will be issued to the Investor and
a cash payment will be made for the value of any fraction of a share in
such account. The value of any fraction of a share will be based upon the
market price of the Common Stock at the time payment is made determined as
set forth under Section 11, "Acquisition of Common Stock for NUI Direct --
Price and Timing of NUI Direct Share Purchases."
Company Termination of Investor's Participation. If an Investor does
not own at least one whole share registered in the Investor's name or held
through NUI Direct, the Investor's Participation in NUI Direct may be
terminated by the Company. The Company may also terminate any Investor's
participation in NUI Direct for any other reason. Such termination shall be
effective immediately after written notice thereof is mailed to such
Investor at the address appearing on the Agent's records. Investors whose
participation in NUI Direct has been terminated will receive Common Stock
share certificates for whole shares held in their accounts and a check for
the cash value of any fractional shares. Such value will be based upon the
market price of the Common Stock at the time payment is made determined as
set forth under Section 11, "Acquisition of Common Stock for NUI Direct --
Price and Timing of NUI Direct Share Purchases."
15<PAGE>
No Pledges or Assignments. Shares credited to an Investor's account
under NUI Direct may not be pledged or assigned. If an Investor wants to
pledge or assign such shares, such Investor must request that a stock
certificate for such shares be issued in the Investor's name. In the event
of a rights offering by the Company, an Investor wishing to exercise his or
her rights should request that the Agent issue Common Stock share
certificates to it so that the rights or warrants to purchase additional
shares of Common Stock accruing to those stock certificates will pass
directly to such Investor.
USE OF PROCEEDS
The net proceeds to the Company from the sale of Common Stock under
NUI Direct will be used to repay a portion of the Company's short term
debt, incurred at various rates to finance portions of the Company's
construction and general corporate expenditures, and for general corporate
purposes. No proceeds will be realized by the Company when the Agent
purchases Common Stock in the open market or through privately negotiated
transactions in order to satisfy NUI Direct requirements. The Company
cannot estimate either the number of shares of Common Stock, if any, that
ultimately will be purchased directly from the Company under NUI Direct or
the prices at which such shares will be sold. Accordingly, the Company
cannot estimate what, if any, proceeds will be realized by the Company.
EXPERTS
The Company's audited Consolidated Financial Statements and schedules
and the audited Summary Consolidated Financial Data incorporated by
reference in this Prospectus have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports thereon and
are incorporated herein by reference in reliance upon the authority of said
firm as experts in giving said reports.
LEGAL OPINIONS
The validity of shares of the Common Stock offered hereby has been
passed upon for the Company by Mary Patricia Keefe, Esq., Union, New
Jersey, Group Vice President and General Counsel for Elizabethtown Gas
Company.
16<PAGE>
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . 2
Documents Incorporated by Reference . . 3
The Company . . . . . . . . . . . . . . 5
The Plan . . . . . . . . . . . . . . . 5
General Description of NUI Direct 5
The Agent . . . . . . . . . . . . 6
Enrollment . . . . . . . . . . . . 7
Relevant Plan Dates . . . . . . . 7
Investment Options and Instructions 8
Safekeeping . . . . . . . . . . . 10
Common Stock Share Certificates . 10
Gifts & Transfers of Common Stock 11
Selling Common Stock . . . . . . . 11
Reports to Investors . . . . . . . 12
Acquisition of Common Stock for
NUI Direct . . . . . . . . . 12
Costs . . . . . . . . . . . . . . 13
Taxes . . . . . . . . . . . . . . 13
Terminating Participation in
NUI Direct . . . . . . . . . 14
Miscellaneous . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . 16
Legal Opinions . . . . . . . . . . . . 16
No dealer, salesman or any other person has
been authorized to give any information or to make
any representations, other than those contained in
this Prospectus in connection with the offer
contained in this Prospectus and, if given or made,
such information or representations must not be
relied upon as having been authorized by the Company
or by any dealer or agent. This Prospectus does not
constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in
any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such
jurisdiction.
The delivery of this Prospectus at any time
does not, under any circumstances, imply that the
information herein is correct as of any time
subsequent to the date hereof.<PAGE>
