SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1994
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, 1994 AND 1993
TOGETHER WITH
AUDITORS' REPORT<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
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 3-7
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1994 8
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1994 9
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, 1994 and 1993, and the related statement of changes in
net assets available for benefits for the year ended December 31, 1994.
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, 1994 and 1993, and the changes in net
assets available for benefits for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The Fund Information in the statement of changes in net
assets available for benefits is presented for purposes of additional
analysis rather than to present the changes in net assets available for
plan benefits of each fund. The supplemental schedules and Fund
Information 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.
June 28, 1995 ARTHUR ANDERSEN LLP
New York, New York <PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
1994 1993
ASSETS
Investments at market value
Wells Fargo Bank:
Insured Money Market Fund $ 2,640 $ 415,173
Income Accumulation Fund 6,785,963 13,423,920
Asset Allocation Fund 2,857,786 --
Growth Stock Fund 1,754,052 --
S&P 500 Stock Fund 1,543,611 --
KCS Stock Fund 4,103,996 --
NUI Stock Fund 8,135,588 --
Loans to participants 890,202 655,385
Summit Trust Company Shares Fund:
Common Stock of NUI Corporation -- 11,625,225
Common Stock of KCS Energy, Inc. -- 7,209,874
Insured Money Market Fund -- 47,797
Participants' deposits and other receivables -- 60,757
_________ _________
Total Assets 26,073,838 33,438,131
__________ __________
LIABILITIES
Accrued Loans -- 9,000
---------- ----------
Total Liabilities -- 9,000
---------- ----------
Net Assets Available for Benefits $26,073,838 $33,429,131
=========== ==========
The accompanying notes to financial statements are an
integral part of this statement.
1<PAGE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1994
<CAPTION>
Total Insured Income Asset Growth S&P 500 KCS Stock
Money Market Accumulation Allocation Stock Fund Stock Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Net Depreciation in Market
Value of $(8,527,579) $ - $ - $(227,687) $(62,926) $(58,008) $(2,726,936)
Investments
Interest 363,523 3,080 301,715 - - - -
Mutual Fund Income 209,833 - - 148,479 11,398 49,956 -
Contributions:
Participants' 1,651,312 - 352,193 272,881 151,459 120,350 -
Employer's 594,025 - - - - - -
Rollovers 10,633 - 4,937 - 2,848 - -
Transfers In - - - - - - 7,218,483
Total Additions (5,698,253) 3,080 658,845 193,673 102,779 112,298 4,491,547
Deductions from Net Assets
Attributable to:
Benefits Paid to Participants (1,644,967) (4,175) (803,448) (180,130) (18,197) (18,842) (256,697)
Expenses (12,073) (130) (3,808) (1,983) (1,042) (781) (420)
Total Deductions (1,657,040) (4,305) (807,256) (182,113) (19,239) (19,623) (257,117)
Interfund Transfers - (411,308) (6,537,812) 2,846,226 1,670,512 1,450,936 (130,434)
Net Increase (Decrease) (7,355,293) (412,533) (6,686,223) 2,857,786 1,754,052 1,543,611 4,103,996
Net Assets Available for
Benefits at
Beginning of the Year 33,429,131 415,173 13,472,186 - - - -
Net Assets Available for
Benefits at
End of the Year $26,073,838 $ 2,640 $6,785,963 $2,857,786 $1,754,052 $1,543,611 $4,103,996
2 1 <PAGE>
</TABLE>
Continuation of Previous Table
<TABLE>
<CAPTION>
SUMMIT TRUST
COMPANY
NUI STOCK PARTICIPANT SHARES FUND
<S> <C> <C> <C>
Additions to Net Assets
Attributable to:
Net Depreciation in
Market Value of
Investments $(5,452,022) $ -- $ --
Interest -- 58,728 --
Mutual Fund Income -- -- --
Contributions:
Participants' 754,429 -- --
Employer's 594,025 -- --
Rollovers 2,848 -- --
Transfers in 11,667,904 -- (18,886,387)
Total Additions 7,567,184 58,728 (18,886,387)
Deductions from Net Assets
Attributable to:
Benefits Paid to
Participants (348,194) (15,284) --
Expenses (3,909) -- --
Total Deductions (352,103) (15,284) --
Interfund Transfers 920,507 191,373 --
Net Increase (Decrease) 8,135,588 234,817 (18,886,387)
Net Assets Available for
Benefits at
Beginning of Year -- 655,385 18,886,387
Net Assets Available for
Benefits at
End of Year $8,135,588 $890,202 $ --
</TABLE>
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 31,1994
1. Summary Description of the Plan
The NUI Corporation Savings and Investment Plan (the Plan) is a
defined contribution plan covering 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, 1994.
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. Participants investing in the
NUI Stock Fund are matched by the Company at 60% of their "basic
contributions." Basic contributions invested in all other funds are
matched by the Company at 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 the NUI Stock Fund, and
participant contributions may be invested in the following funds: Income
Accumulation Fund, Asset Allocation Fund, Growth Stock Fund, S&P 500
Stock Fund, and the NUI Stock 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 of participant's non-vested
account balances can be used to pay Plan fees and/or reduce Company
contributions, as directed by the Plan Administrator.
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. The interest rate is
the Wells Fargo Bank's prime rate plus 1% at the time of the loan. 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 credited
to participant accounts by investment type based upon the participant's
current investment election for new contributions.
3<PAGE>
Although it has not expressed any intent to do so, the Company has
the right under the Plan agreement to terminate the Plan. Upon
termination, all employees would become 100% vested and benefits would
be distributed to participants.
In 1988, certain NUI subsidiaries participating in the Plan were
spun off to shareholders as KCS Energy, Inc. (KCS). For each share of
NUI common stock 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,
KCS participants, through the KCS Stock Fund, can 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 in each Investment Fund are maintained in
shares/units and are reflected in the accompanying Statement of Net
Assets Available for Benefits at market value. The market value of the
Insured Money Market Fund, Income Accumulation Fund and loans to
participants is based on cost which approximates market value. The
market value of the Asset Allocation, Growth Stock and S&P 500 Stock
Funds are based on the Funds' published quotation. The market value of
the KCS and NUI Stock Funds are based on published quotations of the
Funds' underlying assets. Purchases and sales of assets are reflected
on a trade-date basis. The value of a share/unit is determined daily by
dividing the value of each Investment Fund by its total number of
outstanding shares/units.
The following is a summary of the share/unit values and
shares/units outstanding as of December 31, 1994:
Share/Unit Shares/Units
Value Outstanding
Income Accumulation Fund $11.65 582,661
Asset Allocation Fund $ 9.46 302,092
Growth Stock Fund $11.22 156,333
S&P 500 Stock Fund $10.17 151,781
KCS Stock Fund $ 6.07 676,111
NUI Stock Fund $ 5.86 1,388,326
In accordance with generally accepted accounting principles,
distributions are recorded when paid. Distributions payable to
participants were $97,876 at December 31, 1993. There were no
distributions payable to participants at December 31, 1994.
Record Keeping and Investment Fund Election Changes fees are paid
by the participants from their accounts. Investment Management fees are
also paid by the participants and are included as a reduction of the
investment return. All other fees of the Plan (e.g. legal, accounting,
tax, etc.) are paid by the Company.
4<PAGE>
3. Investment Funds
Effective January 1, 1994, Wells Fargo Bank became the Trustee,
Record Keeper and Custodian of the Plan. Prior to January 1, 1994, The
Travelers Companies was Trustee of the Plan and Custodian of the Plan's
investment in a Fixed Income Fund. In addition, Summit Trust Company
was Custodian of the Plan's investment in a Shares Fund which consisted
primarily of common stock of the Company and KCS. On December 31, 1993,
as a result of Plan amendments which took effect on January 1, 1994, the
balance invested in The Travelers Companies' Fixed Income Fund was
transferred to Wells Fargo Bank's Income Accumulation Fund and an
Insured Money Market Fund. During 1994, the balance of Summit Trust
Company's Shares Fund was transferred to Wells Fargo Bank's NUI Stock
Fund and KCS Stock Fund, as applicable.
Effective January 1, 1994, the Plan and the agreements thereunder
provide that the Plan consist of six separate funds (investment funds)
as follows:
Income Accumulation Fund - This fund seeks to provide a stable
level of income without significant principle volatility by investing in
a variety of fixed-income securities with varying degrees of price
stability.
Asset Allocation Fund - This fund seeks to achieve a high level of
long-term total return at reasonable risk by shifting investments among
three asset classes: common stocks, U.S. Treasury long-term bonds and
money market instruments.
Growth Stock Fund - This fund seeks to provide investors an above-
average rate of return as measured against the S&P 500 over a period of
three to five years, through the active management of a diversified
portfolio of growth oriented equities.
S&P 500 Fund - This fund seeks to achieve a total rate of return
approximating the total rate of return of the stocks composing the S&P
500 index.
KCS Stock Fund - This fund is no longer designated as available
for investment by participants. Existing investments and earnings
thereon may continue to be invested in the KCS Stock Fund until
withdrawn.
NUI Stock Fund - This fund is invested and reinvested in common
stock of NUI Corporation.
The Plan also uses an Insured Money Market Fund as a pass through
of amounts in and out of the Investment Funds. The balance in the Fund
of $2,640 represents Plan forfeitures which are unallocated to
participant accounts as of December 31, 1994.
Interest and other income earned by the Investment Funds are
reinvested by the Trustee in accordance with the terms of the Plan.
5<PAGE>
4. Allocation of Plan Investments by Investment Fund
The allocation of the Plan's investments by investment fund as of
December 31, 1994 is reflected on the Statement of Net Assets Available for
Benefits. The allocation by investment fund as of December 31, 1993 is
as follows:
<TABLE>
<CAPTION>
Insured
Money Income Summit Trust
Market Accumulation Company Participant
Fund Fund Shares Fund Loans Total
Investments at market value
<S> <C> <C> <C> <C> <C>
Insured Money Market Fund $415,173 $ -- $ 47,797 $ -- $ 462,970
Income Accumulation Fund -- 13,423,920 -- -- 13,423,920
Common Stock of NUI -- -- 11,625,225 -- 11,625,225
Corporation
Common Stock of KCS -- -- 7,209,874 -- 7,209,874
Energy, Inc.
Participant loans -- -- -- 655,385 655,385
Participant deposits and -- 45,792 14,965 -- 60,757
other receivables
Accrued loans payable -- (9,000) -- -- (9,000)
Interfund transfers -- 11,474 (11,474) -- --
_________ __________ _________ _______ __________
Net Assets Available for $415,173 $13,472,186 $18,886,387 $655,385 $33,429,131
Benefits ======== =========== =========== ======= ==========
</TABLE>
6<PAGE>
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, and the Company has recently filed for a new
determination letter. The Plan's management believes that the Plan is
currently designed and being operated in compliance with the
requirements of Section 4O1 (a) of the Code. Therefore, the Plan's
management believes that 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, 1995, the Company match to Participants
investing in the NUI Stock Fund will be matched by the Company at 50% 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 40%.
Effective June 1, 1995, the Plan was expanded to include the non-
union employees of the Company's City Gas Company of Florida division.
7<PAGE>
<TABLE>
EIN #22-1869941 Schedule I
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1994
<CAPTION>
Description Current
Identity of Issue of Investment Shares/Units Cost Value
<S> <C> <C> <C> <C>
Wells Fargo Bank* Insured Money
Market Fund -- $2,640 $2,640
Income
Accumulation Fund 582,661 $6,785,963 $6,785,963
Asset Allocation Fund 302,092 $3,052,734 $2,857,786
Growth Stock Fund 156,333 $1,805,164 $1,754,052
S & P 500 Stock Fund 151,781 $1,600,375 $1,543,611
KCS Stock Fund 676,111 $6,750,278 $4,103,996
NUI Stock Fund 1,388,326 $13,450,443 $8,135,588
Participant Loans Loans, at Interest
Rates Ranging
from
7.0% to 9.5% -- $890,202 $890,202
* Represents a party in interest for the year ended December 31, 1994.
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
8<PAGE>
<TABLE>
EIN #22-1869941 Schedule II
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Current
<CAPTION>
Value of
asset on
Identity Description No. of Purchase No. of Selling Cost of Transaction Net Gain
of Party of Asset Purchases Price Sales Price Asset Date or
(Loss)
Series of transactions with Wells Fargo Bank, involving securities that, in the
aggregate, exceed 5% of the plan assets as of the beginning of the year:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wells Fargo Income
Bank* Accumulation Fund 80 $ 787,519 52 $8,151,149 $8,151,149 $8,151,149 $ -
Asset Allocation Fund 58 $3,738,752 42 $ 653,279 $ 686,018 $ 653,279 ($32,739)
Growth Stock Fund 66 $1,921,110 31 $ 104,132 $ 115,947 $ 104,132 ($11,815)
S & P 500 Stock Fund 60 $1,653,647 28 $ 52,028 $ 53,273 $ 52,028 ($1,245)
NUI Stock Fund 91 $2,476,374 58 $ 508,878 $ 645,110 $ 508,878 ($136,232)
*Represents a party in interest for the year ended December 31, 1994.
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
9<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 hereunto duly authorized.
NUI CORPORATION
Richard J. O'Neill
June 29, 1995 Plan Administrator
Robert F. Lurie
June 29, 1995 Plan Sponsor<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated June 28, 1995, included
in this Form 11-K, into the Company's previously filed Registration
Statements File No. 33-56509 relating to Amendment No. 1 to Form S-3
Registration Statement, File No. 33-51459 relating to NUI Direct, File
No. 33-57183 relating to the Savings and Investment Plan, and File No.
33-24169 relating to the 1988 Stock Plan.
ARTHUR ANDERSEN LLP
New York, New York
June 28, 1995<PAGE>
