UNITED STATES
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
Date of Report (Date of Earliest Event Reported): April 19, 1994
NUI Corporation
(Exact Name of Registrant as Specified in its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
1-8353 22-1869941
(Commission File (I.R.S. Employer
Number) Identification Number)
550 Route 202-106, P.O. Box 760, Bedminster, New Jersey 07921-0760
(Address of Principal Executive Offices) (Zip Code)
(718) 781-0500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Exhibit Index at Page 4 <PAGE>
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
The attached Press Release of NUI Corporation, dated April
19, 1994, is incorporated by reference herein.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
Not applicable.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit 99 -- Press Release of NUI Corporation, dated April 19,
1994
Item 8. Change in Fiscal Year
Not applicable.
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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.
NUI CORPORATION
By: /S/ Joseph P. Coughlin
Name: Joseph P. Coughlin
Title: Senior Vice President &
Secretary
Date: April 20, 1994
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EXHIBIT INDEX
Page No.
99 Press Release of NUI Corporaton,
dated April 20, 1994 5-7
Sequential Page 4 of 4
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EXHIBIT 99
FOR IMMEDIATE RELEASE
NUI CORPORATION AND PENNSYLVANIA & SOUTHERN GAS COMPANY
MERGER CLOSES
Combined Utility Serves 340,000 Customers in Six States
Bedminster, N.J. -- April 20, 1994 -- NUI Corporation (NYSE: NUI)
and Pennsylvania & Southern Gas Company (NASD: PSGS) today
announced the completion of the companies' merger. This merger
creates a dedicated natural gas distribution company, known as
NUI Corporation, serving over 340,000 customers through operating
divisions in six states.
The stock-for-stock transaction is valued at approximately
$17 million, with each share of PSGS stock exchanged for 2.8977
shares of NUI common stock. All shares of PSGS will be exchanged.
The terms of the transaction were first announced in June, 1993.
In connection with today's merger, Elizabethtown Gas Company
(NUI's wholly owned and principal subsidiary) was merged into NUI
Corporation.
"The commonality of our operating systems, and our pipeline
carriers in particular, makes this a perfect fit as we move into
an era of greater competition in the natural gas distribution
business," said John Kean, President and Chief Executive Officer
of NUI Corporation. "The addition of Pennsylvania & Southern's
service territory will provide excellent growth opportunities and
afford us greater flexibility and opportunities in our gas
planning and supply operations, benefitting customers and
shareholders alike. We are looking forward to working with the
employees of Pennsylvania & Southern in serving our new
communities."
"We are very pleased to become part of NUI Corporation,"
said Lyle C. Motley, Jr., President of Pennsylvania & Southern.
"By joining with NUI, we will improve our access to the capital
markets and have greater resources to address the changes
confronting our industry. These factors will help contribute to
the continued growth of our customer base."
The merger will be accounted for as a purchase transaction.
Following the exchange of shares, NUI Corporation will have
approximately 9,002,000 total shares outstanding. On a pro forma
basis for the fiscal year ended September 30, 1993, the combined
companies would have had approximately $385.6 million in
Operating Revenues, and annual Net Income of $14.2 million.
-more-
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NUI CORPORATION AND PENNSYLVANIA & SOUTHERN GAS COMPANY MERGER
CLOSES, continued
page 2
On a combined basis, the company's 340,000 customers will be
served by six local operating divisions: Elizabethtown Gas
Company (NJ), City Gas Company of Florida, as well as the four
divisions comprising Pennsylvania & Southern: North Carolina Gas
Service, Elkton Gas Service (MD), Valley Cities Gas Service (PA),
and Waverly Gas Service (NY). The total service area will
encompass 2,980 square miles, with 5,490 miles of distribution
main. For fiscal 1993, total volumes of gas sold or transported
would have been 79.4 billion cubic feet.
The merger fits with NUI Corporation's business plan to
focus on customer growth and the profitability of its gas
distribution business. That plan takes advantage of the
opportunities presented by the restructuring of interstate
natural gas pipeline operations and the increase in supply
alternatives. For instance, both NUI and PSGS transport natural
gas and storage on Transco and Tennessee pipelines. This
similarity of operating systems will provide NUI's centralized
and coordinated gas planning and management functions with
greater flexibility, thereby increasing opportunities for gas
cost savings.
Today's closing follows the completion of approvals by the
appropriate regulatory authorities as well as PSGS shareholder
approval.
NUI Corporation (NYSE: NUI), based in Bedminster, N.J., is a
dedicated natural gas utility with operations in New Jersey
(230,000 customers), Florida (89,000 customers) North Carolina
(14,000 customers), Pennsylvania (4,300 customers), Maryland
(2,600 customers), and New York (1,300 customers). Pennsylvania
& Southern Gas Company, based in Sayre, PA., was incorporated in
1928.
# # #
See Attached Pro Forma Information
Contact:
Alexandra Pruner: 908/781-7815
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NUI CORPORATION AND PENNSYLVANIA & SOUTHERN GAS COMPANY MERGER
CLOSES, continued
page 3
April 20, 1994
PRO FORMA (as of September 30, 1993)
Actual NUI Actual Pro-Forma
PSGS NUI
FINANCIAL RESULTS
(in thousands, except per
share amounts)
Operating Revenues $354,889 $30,681 $385,570
Operating Income $26,702 $1,865 $28,230
Net Income $13,810 $411 $14,215
Long Term Debt $142,090 $9,530 $151,620
Total Shareholders' Equity $122,384 $9,076 $139,248
Total Capitalization $264,474 $18,606 $290,868
Shares Outstanding 8,201 236 *8,884
Book Value per Share $14.93 $38.48 $15.67
Capital Expenditures $39,595 $2,172 $41,767
Net Utility Plant $347,212 $20,433 $374,445
OPERATING DATA
Volumes of Gas Sold or 71.7 7.7 79.4
Transported (bcf)
Miles of Distribution Main 4,950 540 5,490
Customers Served 320,000 22,000 342,000
Service Area (square 2,300 680 2,980
miles)
Employees 1,011 145 1,156
* based on actual number of shares exchanged.
Contact:
Alexandra Pruner
(908) 781-7815
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