SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant ___
Check the appropriate box:
___ Preliminary proxy statement
X Definitive Proxy Statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NUI CORPORATION
(Name of Registrant as Specified in Its Charter)
JOSEPH P. COUGHLIN
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check appropriate box):
X $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i), or 14a-
6(j)(2).
___ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
___ Fee computed on table below per Exchange Act rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11:
(4) Proposed maximum aggregate value of transaction:
___ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:<PAGE>
NUI Corporation
550 Route 202-206, P.O. Box 760
Bedminster, New Jersey 07921-0760
(908) 781-0500
Notice of Annual Meeting of Shareholders
To the Shareholders:
The Annual Meeting of Shareholders of NUI Corporation ("NUI") will be
held in the auditorium at One Elizabethtown Plaza, Union, New Jersey, on
Tuesday, March 14, 1995 at 10:30 A.M. for the following purposes:
I. To elect three (3) directors for three-year terms expiring in
1998;
II. To approve the appointment, by the Board of Directors, of
Arthur Andersen LLP as independent public accountants for the
fiscal year ending September 30, 1995;
III. To take action upon any other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on January 20,
1995 as the record date for the determination of the shareholders
entitled to notice of and to vote at such Annual Meeting or any
adjournment or postponement thereof.
By Order of the Board of Directors
JOSEPH P. COUGHLIN
Secretary
January 27, 1995
IMPORTANT
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE TO
ENSURE ITS ARRIVAL IN TIME FOR THE MEETING. PLEASE USE THE ACCOMPANYING
POSTAGE-PAID ENVELOPE.
Convenient parking is available in the immediate vicinity for
shareholders attending the meeting. Directions to the meeting site are
included on the back cover.<PAGE>
TABLE OF CONTENTS
Page
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND
REQUIRED VOTE . . . . . . . . . . . . . . . . . . 1
SOLICITATION, REVOCATION AND VOTING OF PROXIES . . . . 1
ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . 2
The Board of Directors . . . . . . . . . . . . . . . . 4
Certain Committees of the Board of Directors . . . . . 6
Compensation of Directors . . . . . . . . . . . . . . . 7
Compensation Committee Interlocks and Insider
Participation . . . . . . . . . . . . . . . . . . . 7
Family Relationships . . . . . . . . . . . . . . . . . 8
Certain Relationships and Related Transactions . . . . 8
Compliance With Section 16(a) of the Exchange Act . . . 8
APPROVAL OF AUDITORS . . . . . . . . . . . . . . . . . 9
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . 9
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . 9
Security Ownership of Certain Beneficial Owners . . . . 9
Security Ownership of Management . . . . . . . . . . . 10
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . 11
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . 13
Compensation Committee Report on Executive Compensation 13
Performance Graph . . . . . . . . . . . . . . . . . . . 15
Annual Compensation, Long-Term Compensation and All
Other Compensation . . . . . . . . . . . . . . . . 16
Options and SARs . . . . . . . . . . . . . . . . . . . 19
Long-Term Incentive Plan Awards . . . . . . . . . . . . 19
Employment Contracts, Termination of Employment and
Change in Control Agreements . . . . . . . . . . . 19
ANNUAL REPORT . . . . . . . . . . . . . . . . . . . . . 20
SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . 20<PAGE>
NUI CORPORATION
550 Route 202-206, P.O. Box 760
Bedminster, New Jersey 07921-0760
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 14, 1995
This Proxy Statement is being furnished to shareholders in
connection with the solicitation by the Board of Directors of NUI
Corporation (hereinafter called the "Corporation" or "NUI") of proxies
to be voted at the Annual Meeting of Shareholders to be held on Tuesday,
March 14, 1995, at 10:30 A.M., local time, and at any adjournment or
postponement thereof (the "Annual Meeting"). The approximate date on
which this Proxy Statement and the accompanying form of proxy are first
being sent to shareholders is January 27, 1995.
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
Only holders of shares of NUI common stock, no par value
(the "Common Stock") of record at the close of business on January 20,
1995 are entitled to notice of and to vote at the Annual Meeting. As of
January 20, 1995 there were outstanding 9,229,121 shares of Common Stock
which is the only class of capital stock entitled to vote at the
meeting. On January 20, 1995, the shares of Common Stock were held by
6,956 holders of record.
The presence of a majority of the outstanding shares of
Common Stock, either in person or by proxy, is necessary to constitute a
quorum at the Annual Meeting. Each holder of Common Stock is entitled to
one vote for each share held.
Pursuant to the By-Laws of NUI (the "By-Laws") the
affirmative vote of the holders of a plurality of the shares of Common
Stock represented in person or by proxy and voting at the Annual Meeting
is required to elect the three directors to the Board of Directors. The
affirmative vote of the holders of a majority of the shares of the
Common Stock represented in person or by proxy and voting at the Annual
Meeting is required to approve the appointment of Arthur Andersen LLP as
NUI's independent public accountants. The votes will be counted by
Mellon Securities Trust, as Inspector.
SOLICITATION, REVOCATION AND VOTING OF PROXIES
This solicitation is made on behalf of the Board of
Directors of the Corporation. The cost of soliciting these proxies will
be borne by the Corporation. In addition to solicitation by mail, the
Corporation will make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy material
to their principals and will reimburse them for their expenses in so
doing. The solicitation will initially be by mail and it may later be
decided to make further solicitation by mail, telephone, or personal
calls by directors, officers and regular employees of the Corporation
and its subsidiaries and others. <PAGE>
The form of proxy enclosed is for use at the Annual Meeting
if a shareholder is unable to attend in person. The proxy may be revoked
by a shareholder at any time before it is exercised. All shares
represented by valid proxies received prior to the Annual Meeting, and
not revoked before they are exercised, will be voted at the Annual
Meeting in accordance with the instructions on the proxies. If no
contrary instructions are indicated, such proxies will be voted FOR each
of the nominees to the Board of Directors and FOR the appointment of
Arthur Andersen LLP as independent public accountants for the fiscal
year ending September 30, 1995. A shareholder may revoke his or her
proxy at any time prior to its use by delivering a written notice to the
secretary of the Annual Meeting at NUI Corporation, 550 Route 202-206,
P.O. Box 760, Bedminster, New Jersey 07921-0760 or by delivering a
later-dated proxy to the secretary of the Annual Meeting. Pursuant to
New Jersey law, the presen ce at the Annual Meeting of a shareholder who
has given a proxy will not revoke such proxy unless the shareholder
files written notice of such revocation with the secretary of the Annual
Meeting prior to the voting of such proxy or votes the shares subject to
the proxy by written ballot.
ELECTION OF DIRECTORS
The By-Laws provide that the Board of Directors shall
consist of not less than eight nor more than 25 directors. Pursuant to
action taken by the Board of Directors, the number of directors has been
fixed at ten. The By-Laws also provide that the Board of Directors shall
be divided into three classes with directors in each class serving
three-year terms. Approximately one-third of the Board of Directors will
be elected each year. At each annual meeting of shareholders, successors
for those directors whose terms expire at that annual meeting will be
elected to serve for three-year terms.
It is intended that the persons named in the proxy
accompanying this Proxy Statement will vote in favor of John Kean, John
Kean, Jr. and Bernard S. Lee as directors of the Corporation for three-
year terms expiring at the 1998 annual meeting of shareholders or until
their successors are elected or appointed. John Kean and Bernard S. Lee
are presently serving as directors and were elected by the shareholders
at the 1992 annual meeting. John Kean, Jr. was selected as a nominee by
the Board of Directors.
While it is not anticipated that any of the nominees will be
unable to serve, if any such nominee is not a candidate for election as
a director at the meeting, the proxy will be voted in favor of such
other person or persons, if any, in lieu thereof as the present Board of
Directors shall determine. There are no arrangements or understandings
between any nominee for election and any other person pursuant to which
such nominee was selected.
The following information, as of October 31, 1994, with
respect to name, age, current term, committee memberships, the period
served as a director and business experience during the past five years
is provided with respect to each nominee: <PAGE>
John Kean, age 65
Current term expires in 1995
Chairman and chief executive officer of NUI
and a member of the Executive Committee.
Photo of Mr. Kean has served as chairman and chief
John Kean executive officer of NUI since October 1994
and as president and chief executive officer
of NUI and as a director since 1969. He has
served as chairman of the board of directors
of NUI's principal operating subsidiary (now a
division), Elizabethtown Gas Company ("EGC")
since 1980 and since the acquisition of City
Gas Company of Florida ("City Gas") ("Florida
Division") by NUI in 1988, as chairman and a
member of the board of the Florida Division
since 1988 and as its chairman since 1991, and
as chairman and a member of the board of the
Pennsylvania & Southern Gas Division Company
("PSGS") since April 1994. Mr. Kean is a
director of E'Town Corporation* and of its
subsidiary, Elizabethtown Water Company*. From
June 1985 to June 1988, Mr. Kean served as
president of the International Gas Union*, a
federation of technical and scientific gas
industries associations.
John Kean, Jr., age 37
President and Chief Operating Officer of NUI
Photo of Mr. Kean has served as president and chief
John Kean, Jr. operating officer of NUI since October 1994,
as executive vice-president of NUI from
January 1992 to September 1994, as executive
vice president of EGC from March 1993 to
September 1994 and as chief financial officer
of NUI from March 1991 to March 1993. Mr.
Kean had served as vice-president operations
from February 1990 until his appointment as
chief financial officer. From June 1988
through February 1990, Mr. Kean was executive
vice-president and chief operating officer of
KCS Energy Group ("KCS")*, a company which had
been owned by NUI until May 1988 when all of
the outstanding shares of its common stock
were distributed to the NUI shareholders.
Between January 1985 and June 1988, Mr. Kean
served NUI as assistant vice-president
strategy development. Through February 16,
1995, Mr. Kean served as a director of KCS and
chairman of PIM Corporation*; he has chosen
not to stand for reelection as a director of
KCS and PIM. He has served also as a director
and chief executive officer of several of
KCS's subsidiary companies.
------------------------------------
*Not affiliated with NUI Corporation<PAGE>
Bernard S. Lee, age 60
Current term expires in 1995
Member of the Audit and Compensation
Committees.
Photo of Mr. Lee has served as director since January
Bernard S. Lee 1992. Mr. Lee has served as chief executive
officer and president of the Institute of Gas
Technology* ("IGT") since 1978 and he serves
as a member of the board of trustees of IGT
and its executive committee. He is also
chairman and president of GDC Inc.*, Endesco,
Inc.*, and M-C Powers*, all of which are
subsidiaries of IGT. Mr. Lee is a director of
Peerless Mfg. Co.*, Energy Biosystems Corp*,
National Fuel Gas Company*, and he also serves
on the advisory board of the Center for
Applied Energy Research* at the University of
Kentucky.
The Board of Directors
The following information, as of October 31, 1994, with
respect to name, age, current term, committee memberships, the period
served as director and business experience during the past five years is
provided with respect to each director whose current term extends beyond
1995:
Calvin R. Carver, age 69
Current term expires in 1996
Member of the Audit, Executive and Investment
Committees.
Photo of Mr. Carver has served as a director of NUI
Calvin R. Carver since 1969 (except for four months ended March
1982) and as a director of EGC since 1965. Mr.
Carver had served as executive vice-president
of NUI until his retirement in 1986. He is a
director and treasurer of Penn-Jersey Pipe
Line Co.*
Vera King Farris, age 54
Current term expires in 1996
Member of the Compensation Committee.
Photo of Ms. Farris has served as a director of NUI
Vera King Farris since May 1994 and prior thereto as a director
of EGC from 1983 to May 1994. For more than
five years she has served as President of The
Richard Stockton College of New Jersey. She
also serves as a director of Flagstar
Companies, Inc.* and on the boards of numerous
educational and civic organizations.
------------------------------------
*Not affiliated with NUI Corporation<PAGE>
James J. Forese, age 58
Current term expires in 1997
Member of the Audit, Executive and
Compensation Committees.
Photo of Mr. Forese has served as a director of NUI
James J. Forese since 1978. Since October 1, 1993, Mr. Forese
serves as General Manager, IBM Customer
Financing and Chairman, IBM Credit Corporation
and has served as vice-president of
International Business Machines Corporation*
since 1983 and as vice-president, finance,
International Business Machines Corporation
since 1990. He has also served as a member of
the IBM Corporate Management Board since 1988.
From 1988 to 1990, Mr. Forese served as group
executive of the IBM World Trade Americas
Group and, until 1988, Mr. Forese served as
executive vice-president and director of IBM
World Trade Europe/Middle East/Africa
Corporation.* Mr. Forese serves as a director
of IBM Latin America*, American Management
Systems, Inc.*, Alco Standard Corp.* and
Lexmark International, Inc.*.
Robert W. Kean, Jr., age 72
Current term expires in 1996
Member of the Executive and Investment
Committees.
Photo of Mr. Kean, Jr. has served as a director of NUI
Robert W. Kean, Jr. since 1969 and as a director of EGC since
1950. For more than five years, Mr. Kean, Jr.
has been chairman and chief executive officer
of E'town Corporation* and its subsidiary,
Elizabethtown Water Company*, a director of
the New Jersey Audubon Society*, and a
director of New Jersey Business and Industry*
(and its affiliate, NJ Manufacturers
Association), and a trustee of Elizabeth
General Medical Center* and of Fisk
University.*
------------------------------------
*Not affiliated with NUI Corporation<PAGE>
Jack Langer, age 57
Current term expires in 1997
Member of the Executive Committee.
Photo of Mr. Langer has served as a director of NUI and
Jack Langer as a member of the board of the Florida
Division since the acquisition of City Gas by
NUI in 1988. During the last five years until
December 6, 1994 Mr. Langer had served as
president and chief executive officer of the
Florida Division and he served as president
and chief operating officer of City Gas until
1988. He is a director of Intercontinental
Bank Corp.*
R. V. Whisnand, age 50
Current term expires in 1997
Member of the Compensation, Executive and
Investment Committees.
Photo of Mr. Whisnand has served as a director since
R. V. Whisnand 1982. During the last five years Mr. Whisnand
has served as a partner in Combined Capital
Management.* Mr. Whisnand served as executive
vice-president of Stone & Webster,
Incorporated* from 1986 to 1987 and as
president of Stone & Webster Management
Consultants, Inc.* from 1984 to 1986.
John Winthrop, age 58
Current term expires in 1996
Member of the Audit and Investment Committees.
Photo of Mr. Winthrop has served as a director since
John Winthrop 1978. For more than five years, Mr. Winthrop
has been president of John Winthrop & Co.,
Inc.* (investment management). He also served
as a director of several mutual funds
including the Alliance Capital Reserves Fund*
and the Pioneer Funds*. Since 1992, he also
served as a director of the American Farmland
Trust* in Washington, D.C.
Certain Committees of the Board of Directors
The following directors currently serve as members of the
Audit Committee of the Board: James J. Forese, Calvin R. Carver, Bernard
S. Lee and John Winthrop, none of whom is an officer of NUI. The Audit
Committee (1) annually recommends to the Board of Directors the
appointment of independent public accountants of NUI and its subsidiary
companies; (2) reviews the scope of audits; (3) determines the duties
and responsibilities of, and reviews the annual program for, the
internal auditing staff; and (4) receives, reviews and takes action
deemed appropriate with respect to audit reports submitted. The Audit
Committee held four meetings during fiscal 1994.
------------------------------------
*Not affiliated with NUI Corporation<PAGE>
The Board has an Investment Committee on which Calvin R.
Carver, John W. Atherton, Jr., Robert W. Kean, Jr., R. V. Whisnand and
John Winthrop serve as members. This Committee reviews the general
conduct of the investment of the Trust Funds of the NUI Retirement Plan,
the Florida Division Pension Trust and the PSGS Division Employees
Pension Plan, including the selection of investment manager(s) and the
delegation to them of the responsibility for investment management of
said Trust Funds, the determination of investment guidelines within
which they operate and the review of their performance. The Investment
Committee met five times during fiscal 1994.
The Board of Directors has a Compensation Committee on which
R. V. Whisnand, John W. Atherton, Jr., Vera King Farris, James J. Forese
and Bernard S. Lee serve as members. None of the members is or was an
officer or employee of NUI. This Committee reviews and makes
recommendations to the Board regarding compensation to be paid to
officers of NUI and its subsidiary companies. This Committee administers
NUI's 1988 Stock Plan and has the authority to determine, in its
discretion, the persons to whom, and the times at which, options,
restricted stock and performance units shall be granted and the number
of shares of Common Stock to be subject to each such option and
restricted stock grant, the restrictions applicable to restricted stock,
the performance schedule applicable to performance units and the terms
and conditions of each grant consistent with such plans. The
Compensation Committee met twice during fiscal 1994.
NUI does not have a nominating committee. The Board of
Directors held six regularly scheduled meetings and one special meeting
during fiscal 1994. All directors attended at least 75% of the total
number of meetings of the Board and of the Committees of the Board of
which they are members.
Compensation of Directors
The compensation program for directors, which is aligned
with the Corporation's long-term strategic goals and performance and the
enhancement of shareholder value, includes long-term compensation
involving shares of NUI Common Stock. Each non-employee director of the
Corporation earns a retainer fee that consists of a deferred grant of
restricted shares of NUI Common Stock. Effective April 1, 1994, such
retainer fee was equivalent to a fair market value of $15,000 on the
date of grant. On November 22, 1994, the Board of Directors reduced
such annual retainer fee from $15,000 to $12,000, retroactive to April
1, 1994. In addition, as of June 1, 1994, non-employee directors who
also chair committees receive additional deferred grants with a fair
market value of $2,500 on the date of grant. As of September 30, 1994,
the total deferred grants for non-employee directors provide for the
issuance of 14,012 shares of NUI Common Stock, an increase of 4,960
shares during fiscal 1994. In addition, non-employee directors are paid
$600 each in cash for attendance at each regular or special meeting of
the Board of Directors or any Committee thereof.
John Kean, Calvin R. Carver, and Robert W. Kean, Jr.
currently serve as directors of EGC and are paid $450 for attendance at
each meeting of that board. In addition, Calvin R. Carver and Robert W.
Kean, Jr. each are paid an annual retainer of $1,000 for serving as
directors of EGC.<PAGE>
Any director of NUI who has served as such for a total of
ten years or more (with at least five years as neither an officer nor an
employee of NUI or any of its subsidiaries) will be paid, upon
retirement at or after age 70, an annual retirement benefit for life
equivalent to the annual retainer in effect at the time of the
director's retirement, but not less than $8,000. Currently, two retired
directors are receiving such benefits.
Employee directors of the Corporation receive no additional
compensation for serving in their capacity as directors of the
Corporation.
Compensation Committee Interlocks and Insider Participation
During the most recent fiscal year, no member of the
Compensation Committee, comprised of Directors Whisnand, Atherton,
Farris, Forese and Lee, was or formerly was an officer or employee of
NUI or any of its subsidiaries or had any relationship requiring
disclosure under Item 404, of Regulation S-K of the Securities and
Exchange Commission (the "SEC"). In addition, except as noted below (see
"Certain Relationships and Related Transactions"), no executive officer
of NUI serves on the board of directors or compensation (or similar)
committee of another company, where an executive officer of the other
company also serves on the board or compensation (or similar) committee
of NUI. John Kean serves on the boards of directors of E'Town
Corporation and its subsidiary, Elizabethtown Water Company, but is not
a member of their compensation (or similar) committees. Robert W. Kean,
Jr., the chairman and chief executive officer of E'Town Corporation and
Elizabethtown Water Company, is a director of NUI, but is not a member
of the Compensation Committee.
Family Relationships
John Kean is a cousin of Robert W. Kean, Jr. and the father
of John Kean, Jr. (see "Executive Officers").
Certain Relationships and Related Transactions
Transactions With Management and Others. John Kean is a
director and Robert W. Kean, Jr. is a director and officer of E'town
Corporation and its subsidiary, Elizabethtown Water Company. In fiscal
1994, the Company provided data processing and other services to
Elizabethtown Water Company which paid approximately $600,000 for such
services.
Through February 16, 1995 John Kean, Jr. served as a
director of KCS Group, Inc. ("KCS"); he has chosen not to stand for
reelection. He and members of his family combined hold a material
financial interest in KCS. In fiscal 1994 EGC paid KCS approximately
$2,150,000 for product and services rendered.
James J. Forese is a vice-president of International
Business Machines Corporation and Bernard S. Lee is chief executive
officer and president of IGT. In fiscal 1994, NUI purchased
approximately $700,000 of products and services from International
Business Machines Corporation and paid IGT approximately $250,000 for
dues and services rendered.<PAGE>
Jack Langer is a director of Intercontinental Bank Corp.
("Intercontinental"). During fiscal 1994, in the ordinary course of
business, NUI paid approximately $45,000 to Intercontinental for
services rendered. The Corporation provides an Employee Stock Ownership
Plan ("ESOP") for certain of its Florida Division employees which is
funded in part by a loan from Intercontinental, due May 2002, bearing
interest at the annual rate of 6%, which loan is guaranteed by a
subsidiary of the Corporation. Interest in the amount of approximately
$75,000 was charged on such loan. The amounts outstanding at September
30, 1994 and September 30, 1993 were $1.2 million and $1.3 millions,
respectively.
In August 1987, EGC entered into an Agreement of Lease with
Liberty Hall Joint Venture for the occupancy of approximately 160,000
square feet of a 200,000 square foot office building in Union, New
Jersey. On December 9, 1987, the predecessor to the New Jersey Board of
Public Utilities authorized the acceptance of this agreement subject to
certain conditions. The Joint Venture participants are Cali Liberty Hall
Associates *(a New Jersey general partnership) and a Kean family trust
of which John Kean and Stewart B. Kean are trustees. All negotiations
relative to the lease were conducted between EGC and Cali Liberty Hall
Associates. No person involved with the Kean family trust participated
in such discussions. The annual base rent is approximately $2.5 million
through 1994, $2.9 million from 1995 through 1999, $3.3 million from
2000 through 2004, and $3.7 million from 2005 through 2009.
Indebtedness of Management. None.
Compliance With Section 16 (a) of the Exchange Act
On November 11, 1994, Jack Langer filed a Form 5 amending
the Form 5 he filed in November 1993 to report an ESOP allocation of
1,996 shares of NUI Common Stock which was omitted from his November
1993 filing.
APPROVAL OF AUDITORS
Arthur Andersen LLP, 1345 Avenue of the Americas, New York,
N.Y. 10105, independent certified public accountants, have been auditors
of NUI since 1969 and of EGC since 1949. That firm has been selected by
the Board of Directors, upon recommendation of its Audit Committee, to
serve as independent public accountants for NUI and its subsidiaries for
the fiscal year ending September 30, 1995 and shareholder approval FOR
such appointment is requested. In the event a majority of the votes
being cast are against approval, the Board of Directors will reconsider
the appointment.
It is expected that representatives of Arthur Andersen LLP
will be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and also will be available to respond
to appropriate questions raised at the meeting or submitted to them in
writing before the meeting.
------------------------------------
*Not affiliated with NUI Corporation<PAGE>
OTHER BUSINESS
Management of NUI does not intend to present, and does not
have any reason to believe that others will present, at the Annual
Meeting, any item of business other than those set forth herein.
However, if other matters are properly presented for a vote, the proxies
will be voted upon such matters in accordance with the judgment of the
persons acting under the proxy.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. Under the
rules of the SEC, and for the purpose of the following tables, a
beneficial owner of a security includes any person who, directly or
indirectly, has or shares voting power and/or investment power with
respect to such security. Except as set forth in the following table, as
of October 31, 1994, no person known to NUI owned beneficially more than
5% of the outstanding shares of Common Stock, including those shares
which persons had the right to acquire within 60 days of that date by
the exercise of stock options:
Name and Address of Percent
Beneficial Owner Number of Shares of Class
John Kean 507,508(1) 5.5%
550 Route 202-206
Bedminster, New Jersey 07030
Stewart B. Kean 709,034(2) 7.7%
Box 1
Elizabeth, New Jersey 07207
(1) Includes (a) 133,884 shares over which Mr. John Kean has sole
voting and investment power, including 14,225 shares of restricted stock
issued under the 1988 Plan and (b) 373,624 shares over which Mr. Kean
has shared voting and investment power as a co-trustee under various
trusts for the benefit of members of the Kean family.
(2) Includes (a) 335,410 shares over which Mr. Stewart B. Kean has sole
voting and investment power, and (b) 373,624 shares over which Mr. Kean
has shared voting and investment power as a co-trustee under various
trusts for the benefit of members of the Kean family.<PAGE>
Security Ownership of Management. The following table shows, as of
October 31, 1994, the number and percent of the shares of Common Stock
beneficially owned by each director, named executive officers and by all
directors and officers of NUI as a group, including those shares which
persons have the right to acquire within 60 days of that date by the
exercise of stock options:
Title of Class Beneficial Owner Number of Shares(1)(2) Percent of Class
Common Stock John W. Atherton, Jr. 2,121 *
Calvin R. Carver 121,141 1.3%
2,477(3)
Vera King Farris 641 *
James J. Forese 2,228 *
John Kean 507,508(4) 5.5%
Robert W. Kean, Jr. 5,968 1.3%
114,482(5)
Jack Langer 63,110 *
7,631(6)
Bernard S. Lee 3,457 *
R. V. Whisnand 2,228 *
John Winthrop 4,845 *
John Kean, Jr. 25,802 *
16,812(5)
Robert P. Kenney 16,584 *
David P. Vincent 25,415 *
18 directors and executive
officers as a group 972,018 10.6%
* Less than 1.0%.
(1) With respect to the 1988 Stock Plan, includes (a) deferred grants of
shares of restricted stock payable to non-employee directors, as follows:
Messrs. Atherton, R. W. Kean, Jr. and Winthrop, 1,971 shares each; Messrs
Carver, Forese and Whisnand, 2,078 shares each; and Mr. Lee and Ms. Farris
1,457 shares and 408 shares, respectively, and all directors as a group,
14,012 shares; and (b) shares of restricted stock, as follows: Messrs.
Langer, 4,625 shares, John Kean, Jr., 7,675 shares, Kenney, 8.925 shares,
Vincent, 6,775 shares, and all directors and officers as a group, 50,005
shares. Also includes shares that could be purchased under options
granted under the NUI 1983 Stock Option Plan that terminated in March
1993, as follow: Messrs. John Kean, Jr., 5,000 shares, Vincent, 4,800
shares; and all directors and officers as a group, 13,000 shares.
(2) Except as noted, each beneficial owner indicated has sole voting and
investment power with respect to the shares indicated next to such
person's name.
(3) Beneficial owner indicated has no voting power but shares investment
power with respect to these shares.
(4) Includes (a) 133,884 shares over which Mr. John Kean has sole voting
and investment power, including 14,225 shares of restricted stock issued
under the 1988 Plan and (b) 373,624 shares over which Mr. Kean has shared
voting and investment power as a co-trustee under various trusts for the
benefit of members of the Kean family.
(5) Beneficial owner has shared voting and investment power with respect
to these shares.
(6) Beneficial owner claims no voting or investment power with respect to
such shares.<PAGE>
EXECUTIVE OFFICERS
The following information, as of October 31, 1994, is provided with
respect to each executive officer of NUI. Officers are elected to serve
until the first meeting of the Board of Directors following the next
annual meeting of the shareholders or until their successors are elected
and qualified, subject to earlier termination by removal or resignation.
There are no arrangements or understandings between any officer and any
other person pursuant to which the officer was selected.
John Kean, age 65
Chairman and Chief Executive Officer
Mr. Kean has served as chairman and chief executive officer since
October 1994 and prior thereto as president and chief executive officer of
NUI and as a director since 1969. See "Election of Directors" for
information regarding Mr. Kean's business experience.
John Kean, Jr., age 37
President and Chief Operating Officer
Mr. Kean has served as president and chief operating officer of NUI
since October 1994, as executive vice-president of NUI from January 1992
to September 1994, as executive vice president of EGC from March 1993 to
September 1994 and as chief financial officer of NUI from March 1991 to
March 1993. Mr. Kean had served as vice-president operations from
February 1990 until his appointment as chief financial officer. From June
1988 through February 1990, Mr. Kean was executive vice-president and
chief operating officer of KCS Energy Group ("KCS")*, a company which had
been owned by NUI until May 1988 when all of the outstanding shares of its
common stock were distributed to the NUI shareholders. Between January
1985 and June 1988, Mr. Kean served NUI as assistant
vice-president strategy development. Through February 16, 1995, Mr. Kean
served as a director of KCS and chairman of PIM Corporation*; he has
chosen not to stand for reelection as a director of KCS and PIM. He has
served also as a director and chief executive officer of several of KCS's
subsidiary companies.
Frank T. Bahniuk, age 57
Senior Vice-President
Mr. Bahniuk has served as senior vice president since August 1994.
Previously, he had been a senior vice-president of EGC from 1985 and vice-
president of operations and engineering of EGC from 1979.
Michael J. Behan, age 48
Vice-President
Mr. Behan has served as vice-president since March 1993, and as
assistant vice-president since June 1990. Mr. Behan is also president of
Natural Gas Services, Inc., a subsidiary that was formed in 1992 to manage
certain service requirements of other utilities on a contract basis. In
addition, for more than the last five years, Mr. Behan has served as
president of Anson Sphere Corporation*, an international trade consulting
firm.
------------------------------------
*Not affiliated with NUI Corporation<PAGE>
Joseph P. Coughlin, age 60
Senior Vice-President and Secretary
Mr. Coughlin has served as senior vice-president since 1985, as
treasurer from 1971 to 1994 and as secretary since 1990. Mr. Coughlin is
also secretary of EGC and served as treasurer of EGC from 1973 to 1994.
Mr. Coughlin had served as senior vice-president finance and
administration and as chief financial officer until March 1991. He is a
certified public accountant.
Robert P. Kenney, age 60
President - New Jersey Division
Mr. Kenney has served as president and chief executive officer of
EGC since 1991. He had been a senior vice president of EGC from 1985
until 1991. He has served as a director of the Florida Division since
October 1991 and since 1988 has served as chairman of the board of Utility
Billing Services, Inc., a subsidiary of NUI.
Jack Langer, age 57
President - Florida Division
(until December 6, 1994)
Mr. Langer served as president of the Florida Division since 1987
and chief executive officer of the Florida Division since 1991 and as a
director of NUI since 1988. During the last five years, until December 6,
1994, Mr. Langer had served as president and chief executive officer of
the Florida Division and he served as president and chief operating
officer of City Gas until 1988.
Bernard F. Lenihan, age 48
Vice-President and Controller and Chief Accounting Officer
Mr. Lenihan has served as vice president and controller and chief
accounting officer since February 1994. Previously, Mr. Lenihan served as
vice president and chief accounting officer of EGC from 1986, and as
assistant vice president - accounting and controller of EGC from 1982.
Mr. Lenihan is a certified public accountant.
Robert F. Lurie, age 37
Treasurer
Mr. Lurie has served as treasurer since February 1994. During the
five years prior thereto he served as director in the office of public
finance for the treasury department of the State of New Jersey.
David P. Vincent, age 51
Executive Vice-President and Chief Financial Officer
Mr. Vincent has served as chief financial officer since March 1993
and as executive vice-president since August 1988. Prior thereto, Mr.
Vincent served as vice-president strategy development. <PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The compensation committee of the Board of Directors (the
"Committee"), comprised of five independent, non-employee directors (See
"Election of Directors - Committees of the Board of Directors") is
responsible for developing and making recommendations to the Board with
respect to the Corporation's executive compensation policies. Pursuant to
authority delegated by the Board, the Committee determines the long-term
compensation awards for the chief executive officer and each of the other
officers of the Corporation. None of the members of the Committee is or
has been an officer or employee of the Corporation or any of its
subsidiaries. Among other resources, the Committee consults from time to
time with independent compensation experts to assist it in the development
of its recommendations and conclusions.
The Committee believes that the executive officers' compensation
program should be aligned with the Corporation's long-term strategic goals
and performance and the enhancement of shareholder value. Accordingly, the
program is designed to:
o Reward executives for long-term strategic management and the enhancement of
shareholder value through increased common stock ownership in the
Corporation.
o Align compensation programs with the Corporation's annual and long-term
strategic planning and measurement processes.
o Support a performance-oriented environment that rewards performance not
only with respect to the Corporation's goals but also with respect to
NUI's performance as compared with other natural gas distribution companies.
o Attract and retain key executives who are critical to the long-term
success of the Corporation.
The Corporation's executive officers' compensation program is comprised
of base salary, annual cash bonus, long-term compensation and various
benefits, including medical plans and defined benefit and defined
contribution retirement plans that are generally offered to salaried
employees. Long-term compensation is comprised of opportunities for grants
and awards under the Corporation's 1988 Stock Plan ("the Plan"). Under the
Plan, certain elements of compensation may be awarded in shares of NUI
Common Stock. In addition, executive officers and certain other key employees
are eligible under the Plan to be granted options to purchase shares of
Common Stock at prices equal to the market price per share on the date the
options were granted. Stock appreciation rights may be granted in tandem with
the options. Options must be exercised within ten years from the date of
grant. Supplementary medical and pension plans are in effect for executive
officers other than those that participate in the Florida Division benefit
plans. Mr. Langer participates in the benefit plans that are generally
offered to salaried employees of the Florida Division, including an employee
stock ownership plan and a defined benefit retirement plan.
The Committee believes that the executive compensation program
provides an overall level of compensation opportunity that is competitive
with gas distribution companies of comparable size. Actual compensation
levels may be greater or less than levels in comparable companies based<PAGE>
upon annual and long-term corporate performance as well as individual
performance. The Committee will use its discretion to set executive
compensation when, in its sole judgment, circumstances so warrant.
The Committee's review of the Corporation's performance for fiscal
1994 considered the achievement of financial results including, but not
limited to, operating margins, pretax operating income, pretax operating
cash flows and net income as compared with prior years amounts. Changes in
financial measures such as dividend coverage, return on assets, return on
equity, operating ratio, net income per share and market price per share
compared to book value per share were evaluated. The Committee also
considered the five year and the most recent twelve month trends in the
cumulative total return on NUI Common Stock as compared with other gas
distribution companies. The Committee evaluated the overall impact of the
foregoing and did not specifically differentiate the relative weight of
each factor.
In assessing the level of stock awards the Committee believes that
increasing management's ownership of NUI Common Stock aligns the long-term
interest of management with the interest of the shareholders. Accordingly,
the level of stock awards is designed primarily to recognize management's
progress toward the achievement of long-term strategic goals.
A summary of the compensation awarded to John Kean, chairman and
chief executive officer, and other executive officers of NUI is set forth
on page 16 in the Summary Compensation Table. The salary paid and the
restricted stock awarded to Mr. Kean reflected on such Table is based on
decisions made by the Committee in November 1993. Mr. Kean's compensation
package is subject to review and change based upon among other things
NUI's performance. Since NUI's 1994 results were disappointing, his
compensation package was impacted accordingly. In November 1994, based
upon an evaluation of the Company's overall performance for fiscal 1994,
the Committee decided that Mr. Kean's base salary will not be increased
for 1995. In addition, based on such 1994 performance, no cash bonus was
paid to Mr. Kean for fiscal 1994 and the restricted stock granted to him
is well below the awards in prior years.
R. V. Whisnand, Chairman
John W. Atherton, Jr.
Vera K. Farris
James J. Forese
Bernard S. Lee
Members of the Compensation Committee<PAGE>
The graph below reflects the Corporation's stock performance and a
comparison with the S&P 500 and the Edward D. Jones and Co. Natural Gas
Distribution Return Comparison as obtained from Edward D. Jones and Co.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG NUI CORP., S&P 500 INDEX AND GAS UTILITIES INDEX
Gas
Measurement Period Utilities
(Fiscal Year Covered) NUI Corp. S&P 500 Index Index
Measurement Pt. 9/30/89 $100.00 $100.00 $100.00
FYE 9/30/90 $ 81.17 $ 90.76 $105.61
FYE 9/30/91 $105.63 $118.94 $127.59
FYE 9/30/92 $165.15 $132.02 $158.90
FYE 9/30/93 $216.43 $149.11 $202.67
FYE 9/30/94 $145.72 $154.66 $184.86
Assumes $100 invested on September 30, 1989 in NUI Common Stock, the S&P
500 index and the Edward D. Jones & Co. group of natural gas distribution
companies. All on a total return basis which assumes reinvestment of
dividends.<PAGE>
Annual Compensation, Long-Term Compensation and All Other Compensation
The following table summarizes the compensation paid to NUI's chief
executive officer and each of the other four most highly compensated
executive officers of NUI required to be reported for each of the past
three fiscal years:
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Restricted
Name and Stock All Other
Principal Salary Bonus Award(s) Compensation
Position Year ($) ($) ($)(1) ($)(2)
<S> <C> <C> <C> <C> <C>
John Kean 1994 $272,450 $ -- $ 119,025 $12,906
Chairman and chief 1993 261,325 115,700 116,663 14,660
executive officer 1992 248,675 105,800 117,263 --
Robert P. Kenney 1994 $200,275 $ -- $ 82,800 $ 7,283
President - New Jersey 1993 188,500 65,100 77,775 7,685
Division 1992 175,000 54,700 67,575 --
Jack Langer 1994 $198,775 $ -- $ 31,050 $59,340
President - Florida 1993 190,700 48,800 26,563 71,796
Division 1992 181,600 44,100 71,550 --
John Kean, Jr. 1994 $177,800 $ -- $ 72,450 $ 6,842
President and chief 1993 167,600 58,000 64,050 7,019
operating officer 1992 152,125 52,300 55,650 --
David P. Vincent 1994 $163,700 $ -- $ 59,513 $ 6,427
Executive vice- 1993 156,700 51,400 57,188 5,562
president and chief 1992 149,125 48,900 51,675 --
financial officer
<F1>
(1) Recipients of restricted shares of NUI Common Stock generally have the
rights of a shareholder with respect to such stock, except that none of
the restricted stock may be sold, transferred, assigned, pledged or
otherwise encumbered during the Restricted Period, as defined in the 1988
Plan, and such shares are generally subject to forfeiture if the grantee
does not remain an employee of NUI until the termination of the Restricted
Period. The Restricted Period with respect to each of the awards included
in the table above is two years for 50% of the shares awarded, three years
for an additional 25% of the shares awarded and four years for the
remaining 25% of the shares awarded. Restricted shares of Common Stock are
eligible for the payment of cash dividends at the same rate that is paid
on shares held by other shareholders. As of September 30, 1994, restricted
shares of Common Stock held by the executive officers named in the table
above and the market value thereof were as follows: John Kean, 14,225
shares, $259,606; Robert P. Kenney, 8,925 shares, $162,881; Jack Langer,
4,625 shares, $84,406; John Kean, Jr., 7,675 shares, $140,069; and David
P. Vincent, 6,775 shares, $123,644.
<F2>
(2) Includes for Jack Langer $36,260, the value of 1,543 shares of NUI
Stock allocated on June 24, 1994, under the employee stock ownership plan
and $19,300 paid for unused vacation. Includes $5,605 for John Kean;
$5,299 for Robert P. Kenney; $5,138 for John Kean, Jr.; and $4,969 for<PAGE>
David P. Vincent as the employer match applicable to employee
contributions to a 401(k) plan. Includes $2,808 for John Kean; $1,800 for
Robert P. Kenney; $3,780 for Jack Langer; $264 for John Kean, Jr.; and
$1,152 for David P. Vincent applicable to life insurance and $443 for John
Kean; $184 for Robert P. Kenney; $1,440 for John Kean, Jr.; and $306 for
David P. Vincent applicable to a medical expense reimbursement program.
Includes $4,050 director fee received by John Kean from EGC.
</TABLE>
Retirement Benefit Plans. The executive officers of NUI, other than
participants in the Florida Division Plans (see "Florida Division Pension
Plan"), earn retirement benefits that may be payable under three separate
plans: (1) the NUI Retirement Plan, a funded plan in which more than 70%
of the Company's employees are eligible to participate; (2) the ERISA
Excess Benefits Plan, an unfunded plan that is designed to provide
benefits for those participants in the NUI Retirement Plan for whom
benefits are reduced by reason of the limitations imposed under Section
415 of the Internal Revenue Code of 1986 (the "Code"); and (3) the
Supplemental Retirement Benefits Plan, an unfunded plan that provides
additional benefits to certain key executive employees, including those
listed in the Summary Compensation Table. Whereas participants in the NUI
Retirement Plan and the ERISA Excess Benefits Plan become vested in their
benefits under vesting requirements imposed by the Employee Retirement
Income Security Act of 1974, participants in the Supplemental Retirement
Benefits Plan are eligible to receive benefits from the plan only if they
reach retirement age while working for the Company.
The following table shows the maximum aggregate annual retirement
benefits payable from all three plans at normal retirement age for various
levels of final average compensation and years of service, assuming the
election of retirement allowance payable as a life annuity with two years
certain:
Years of Service
10 20 30 40
Remuneration Years Years Years Years
$50,000 $10,000 $20,000 $30,000 $30,000
100,000 20,000 40,000 60,000 60,000
150,000 30,000 60,000 90,000 90,000
200,000 40,000 80,000 120,000 120,000
250,000 50,000 100,000 150,000 150,000
300,000 60,000 120,000 180,000 180,000
350,000 70,000 140,000 210,000 210,000
400,000 80,000 160,000 240,000 240,000
450,000 90,000 180,000 270,000 270,000
Average annual compensation utilized for formula purposes includes
salary and bonus as reported on the "Summary Compensation Table." The
benefit amounts shown in the preceding table are not subject to any
deduction for Social Security benefits or other offset amounts. The number
of years of service now credited under the NUI Retirement Plan for the
participants listed in the "Summary Compensation Table" is as follows:
John Kean, 39 years; Robert P. Kenney, 25 years; John Kean, Jr., 9 years;
and David P. Vincent, 8 years.
The NUI Retirement Plan, which is funded entirely by the Corporation,
provides that a participant retiring at or after age 65 will receive an<PAGE>
annual retirement benefit equal in amount (when calculated as a life
annuity with two years certain) to 1-1/2% of the participant's final
average compensation (the average of the highest sixty consecutive months
base salary) multiplied by the number of years of credited service.
Benefits payable to participants in the NUI Retirement Plan may be reduced
by reason of the limitations imposed under Section 415 of the Internal
Revenue Code. The ERISA Excess Benefits Plan will pay the difference
between the amount payable to the participant under the NUI Retirement
Plan and the amount the participant would have been paid but for the
limitations pursuant to Section 415 of the Code. Benefits under this Plan
are subject to the same terms and conditions as the benefits payable to
the participant under the NUI Retirement Plan.
The unfunded Supplemental Retirement Benefits Plan provides that each
eligible employee who reaches retirement age while working for the
Corporation may receive an annual retirement benefit equal in amount (when
calculated as a life annuity with two years certain) to 2% of the
participant's final average total compensation (the average of the highest
sixty consecutive months earnings including cash bonuses earned)
multiplied by the number of years of credited service up to a maximum of
60%. Benefits otherwise payable under the unfunded Supplemental Retirement
Benefits Plan are reduced by amounts payable under the NUI Retirement Plan
and the ERISA Excess Benefits Plan.
Florida Division Pension Plan. The non-bargaining-unit employees of the
Florida Division, including Mr. Langer, are eligible to participate in the
Florida Division Plans which, generally, are the plans that were in effect
when the Florida Division was acquired in 1988 by NUI. The Florida
Division Plans, including the Florida Division Pension Plan and Trust
which is funded entirely by the Corporation, provide that a participant
retiring at or after age 65 will receive an annual retirement benefit
equal in amount (when calculated as a life annuity with two years certain)
to 1-1/4% of the participant's final average compensation (the average of
the highest sixty consecutive months payroll compensation in the last ten
years of the participant's service are subject to report on Internal Revenue
Service Form W-2) multiplied by the number of years of credited service.
Benefits payable to participants in the Florida Division Retirement Plan
may be reduced by reason of the limitations imposed under Section 415 of
the Internal Revenue Code, which as of the date of this Proxy Statement
limit the participant's eligible final average compensation to $150,000.
The following table shows the maximum aggregate annual retirement
benefit payable to Mr. Langer at normal retirement age for various levels
of final average compensation and years of service, assuming the election
of retirement allowance payable as a life annuity with two years certain:
Years of Service
10 20 30 40
Remuneration Years Years Years Years
$50,000 $6,250 $12,500 $18,750 $25,000
100,000 12,500 25,000 37,500 50,000
150,000 18,750 37,500 56,250 75,000
200,000 18,750 37,500 56,250 75,000
Average annual compensation utilized for formula purposes includes
salary, bonus, the value of restricted stock grants and payments for
unused vacation, as reported on the "Summary Compensation Table" and as<PAGE>
reduced by reason of the limitations imposed under Section 415 of the
Internal Revenue Code, which as of the date of this Proxy Statement limit
the participant's annual average compensation for formula purposes to
$150,000. The benefit amounts shown in the preceding table are not subject
to deduction for Social Security benefits or other offset amounts. The
number of years of service now credited under the Florida Division
Retirement Plan for Mr. Langer is 33 years.
Options and SARs
No options or SARs were granted in the most recent fiscal year to any of
the executive officers named in the "Summary Compensation Table" and no
outstanding options or SARs were repriced in the most recent fiscal year.
<TABLE>
Aggregated Option/SAR Exercises in 1994 Fiscal Year
Option and SAR Values as of September 30, 1994
<CAPTION>
Value of
Unexercised
Shares Number of Securities In-the-Money
Acquired Underlying Unexercised Options/ SARs
on Value Options/SARs at FY-End at FY-End
Exercise Realized (#) Exercisable /
Name (#) ($) Exercisable/Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John Kean, Jr. -- -- 5,000/ $ 3,125/
David P. Vincent -- -- 4,800/ $11,904/
</TABLE>
Long-Term Incentive Plan Awards
No long-term incentive plan awards were granted or paid out in the most
recent fiscal year to any of the executive officers named in the "Summary
Compensation Table."
Employment Contracts, Termination of Employment and Change in Control
Agreements
Certain key employees of the Corporation, including the executive
officers named in the "Summary Compensation Table," have entered into
employment agreements with NUI whereby, in the event there shall have been
a change in control (as defined) and employment shall have been terminated
within thirty-six months after the change in control for reasons other
than as provided for in the employment agreement, the employer shall pay
to the executive officer as severance an amount equal to twice the sum of
the executive officer's annual base salary plus the highest incentive
compensation earned during the most recent twenty-four months. In
addition, all employee benefit plans in which the executive officer is
eligible to participate would continue for two years; all incentive awards
not yet paid would be payable; the spread between the exercise price and
the higher of the highest bid price during the twelve months preceding
termination or the highest price per share paid in connection with any
change in control would be payable in cash in lieu of stock issuable upon
the exercise of stock options. If any payments pursuant to the plan are
subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code, then the employer shall gross up the payment so that the net amount
shall be equal to the payments prior to the payment of any excise tax.<PAGE>
There are no other compensatory plans or arrangements involving the
resignation, retirement, termination or change in responsibilities of the
executive officers named in the "Summary Compensation Table."
ANNUAL REPORT
The Annual Report of NUI for the fiscal year ended September 30, 1994
has previously been mailed to shareholders. Shareholders are referred to
such report for financial and other information about the activities of
the Corporation. The NUI Annual Report is not a part of this Proxy
Statement nor of the proxy solicitation materials.
The Corporation will furnish without charge a copy of its most recent
annual report on Form 10-K submitted to the SEC to any beneficial owner of
the Corporation's shares upon receipt of a written request from such
person. Please direct all such requests to Mr. Joseph P. Coughlin,
Secretary, 550 Route 202-206, P.O. Box 760, Bedminster, New Jersey
07921-0760.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with regulations of the SEC. Should a
shareholder intend to present a proposal at next year's NUI annual
meeting, it must be received by the Secretary of NUI (at its principal
executive offices at 550 Route 202-206, P.O. Box 760, Bedminster, New
Jersey 07921-0760) by not later than September 29, 1995 in order to be
included in NUI's proxy statement and form of proxy relating to that
meeting. Under the rules of the SEC, shareholders submitting such
proposals are required to have held shares of the Corporation's Common
Stock amounting to $1,000 in market value for at least one year prior to
the date of submission.
It is important that the proxies be returned promptly. Shareholders who
do not expect to attend the Annual Meeting in person are urged to mark,
sign, date and return the form of proxy in the enclosed addressed
envelope, which requires no postage if mailed in the United States.
Participants in NUI Direct: A Common Stock Investment Plan, formerly,
the NUI Dividend Reinvestment & Stock Purchase Plan, ("NUI Direct") and
the City Gas Company of Florida Employee Stock Ownership Plan, ("the City
Gas ESOP") please note: The proxy card includes the number of shares held
in your name according to the shareholder record books and the number of
shares, beneficially owned by you, that are held by Mellon Securities
Trust Company as Agent for NUI Direct and by Mr. H. Earl Barber, as
nominee for the City Gas ESOP.
By Order of the Board of Directors
JOSEPH P. COUGHLIN
Secretary
Dated: January 27, 1995
Bedminster, New Jersey<PAGE>
BACK PAGE
Map and directions to Meeting site<PAGE>
PROXY CARD (FRONT)
NUI Corporation Proxy
_______________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Kean, and Joseph P. Coughlin, or
either one of them, with full power of substitution, attorneys, agents
and proxies to vote on behalf of the undersigned at the annual meeting
of shareholders of NUI Corporation to be held on March 14, 1995 at 10:30
a.m. or any adjournment thereof:
(continued and to be signed on the reverse side)<PAGE>
PROXY CARD (BACK)
This proxy when property executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR with respect to Items I and II.
I.ELECTION OF DIRECTORS: John Kean, John Kean, Jr., Bernard S. Lee
For all nominees WITHHOLD (Instruction: To withhold
listed above AUTHORITY authority to vote for any
(except as marked to vote for all nominees individual nominee, strike
to the contrary) listed above a line through the
nominee's name.)
____ ____
II. PROPOSAL TO APPROVE THE III. In their discretion, the Proxies
APPOINTMENT OF Arthur are authorized to vote upon such
Andersen & Co. as the other business as may properly
independent public come before the meeting.
accountants of NUI.
FOR AGAINST ABSTAIN
___ ___ ___
WITNESS my hand this _____ day of _____, 1995.
(Please date)
____________________________________________
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED PREPAID ENVELOPE.
"PLEASE MARK INSIDE BLUE
BOXES SO THAT DATA PROCESSING
EQUIPMENT WILL RECORD YOUR VOTES"
