Registration No. 33-56509
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
NUI CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey
(State or other jurisdiction of Incorporation of Organization)
22-1869941
(I.R.S. employer identification no.)
Joseph P. Coughlin, Secretary
550 Route 202-206, Box 760,
Bedminster, New Jersey 07921-0760
(908) 781-0500
(Address, including zip code, and telephone number including area code,
of Registrant's principal executive office and agent for services)
The Commission is requested to send copies of all orders, communications
and notices to:
Gary Apfel, Esq. Michael F. Cusick, Esq.
Kaye, Scholer, Fierman, Winthrop, Stimson, Putnam &
Hays & Handler Roberts
1999 Avenue of the Stars, Suite 1600 One Battery Park Plaza
Los Angeles, California 90067 New York, New York 10004-1490<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 11, 1995
NUI CORPORATION
$100,000,000
Debt Securities
Common Stock (No Par Value)
NUI Corporation, a New Jersey corporation (the
"Company"), may from time to time offer, in one or more series, its debt
securities (the "Debt Securities") and its Common Stock, no par value
(the "Common Stock" and, collectively with the Debt Securities, the
"Securities"). The Debt Securities will be unsecured. The Securities
offered pursuant to this Prospectus will be limited to an aggregate
public offering price of $100,000,000.
The Securities will be offered to the public on terms
determined by the Company in light of market conditions at the time of
sale. The Debt Securities may be issued in one or more series, at par
or at a premium or with original issue discount. The Debt Securities
may be issued with the same or various maturities and may include
medium-term notes. For each offering of Securities for which this
Prospectus is being delivered (the "Offered Securities") there will be
an accompanying prospectus supplement (each a "Prospectus Supplement")
or a pricing prospectus supplement (each a "Pricing Supplement") or both
that sets forth the terms of offering of such Offered Securities and (i)
with respect to the Debt Securities, the specific designation, aggregate
principal amount, authorized denominations, interest rate (or method of
calculating such interest), time of payment of interest, maturity, the
initial public offering price, any redemption terms, sinking fund
provisions, if any, and any other specific terms, and any listing on a
securities exchange of such Offered Securities; or (ii) with respect to
Common Stock, the number of shares, the initial public offering price
and any other specific terms of such Offered Securities.
The Debt Securities may be issued only in registered form,
including in the form of one or more global securities ("Global
Securities"), unless otherwise set forth in a Prospectus Supplement.
The Company's outstanding shares of Common Stock are
traded on the New York Stock Exchange (the "NYSE") under the symbol
"NUI." Application will be made to list any shares of Common Stock
offered hereby on the NYSE.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR 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 OR ANY SUPPLEMENT HERETO. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.<PAGE>
The Securities may be sold directly, through agents, underwriters or
dealers as designated from time to time, at competitive bidding, or
through a combination of such methods. If agents, underwriters,
purchasers or dealers are involved in the sale of the Offered
Securities, the names of such agents, underwriters, purchasers or
dealers and any applicable commissions or discounts will be set forth in
or may be calculated from the Prospectus Supplement or Pricing
Supplement with respect to such Offered Securities. The net proceeds to
the Company from such sale also will be set forth in the Prospectus
Supplement or Pricing Supplement.
___________________
The date of this Prospectus is January __, 1995<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC").
Such reports, proxy statements and other information can be inspected
and copied at the Public Reference Room of the SEC, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the SEC's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material also can be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549 at prescribed rates. The outstanding
shares of Common Stock are listed on the NYSE. Reports, proxy
statements and other information concerning the Company also may be
inspected and copied at the offices of the NYSE at Room 401, 20 Broad
Street, New York, New York 10005.
The Company has filed a Registration Statement on Form S-3 (herein,
together with all exhibits and amendments thereto, called the
"Registration Statement") with the SEC under the Securities Act of 1933
(the "Securities Act") with respect to the Securities. This Prospectus
does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information, reference is
made to the Registration Statement. Statements contained herein
concerning any document filed as an exhibit to the Registration
Statement are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company
with the SEC are hereby incorporated by reference in this Prospectus.
1. The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994; and
2. The Company's Registration Statement on Form 8-A,
filed on May 28, 1982, and Amendment No. 1 thereto on
Form 8-A/A, filed on September 16, 1993.
All documents filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering of the
Securities offered hereby shall be deemed to be incorporated by
reference in this Prospectus; provided however, that all documents
(other than any amendments to the Company's Registration Statement on
Form 8-A) so filed in each fiscal year during which the offering made by
this Prospectus is in effect, shall not be incorporated by reference or
be a part hereof from and after the date of filing of the Company's
Annual Report on Form 10-K for such fiscal year.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be modified or
superseded, for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which is or is deemed to be incorporated by reference herein 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 which have been or may be incorporated by reference in
this Prospectus, other than exhibits to such documents. Requests for
such copies should be directed to: NUI Corporation, 550 Route 202-206,
Box 760, Bedminster, New Jersey 07921-0760, Attention: Corporate
Secretary; telephone number: (908) 781-0500.
THE COMPANY
General
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, Box 760, Bedminster, New Jersey 07921-0760; telephone: (908)
781-0500.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Fiscal Year Ended September 30
1990 1991 1992 1993 1994
Consolidated Ratio of Earnings 1.76 1.17 1.90 2.15 1.66
to Fixed Charges(1)
_______________________________________
(1) Represents Earnings (defined as income before the cumulative
effect of an accounting change plus income taxes plus Fixed
Charges (defined as interest expense before any reduction for
amounts capitalized plus one-third of rentals charged to
operating expense)) divided by Fixed Charges.
USE OF PROCEEDS
Unless otherwise indicated in the Prospectus Supplement, the
Company intends to use the net proceeds to be received from the sale of
the Securities offered hereby to discharge or refund outstanding debt
obligations of the Company, to finance the Company's capital
expenditures, to reduce short-term debt and for general corporate
purposes. Funds not required immediately for such purposes may be
invested in marketable securities and short-term investments.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be unsecured obligations of the Company
issued under an indenture (the "Indenture"), between the Company and
First Fidelity Bank, National Association, as trustee (the "Trustee"),
the proposed form of which has been filed as an exhibit to the
Registration Statement. The following summaries of certain provisions
of the Indenture do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all of the provisions
of the Indenture, including the definitions contained therein. Whenever
particular sections or defined terms of the Indenture are referred to
herein or in a Prospectus Supplement with respect to Debt Securities,
such sections or defined terms are incorporated by reference as a part
of the statements made. Section references are references to sections
of the Indenture. Capitalized terms not otherwise defined herein or in
any Prospectus Supplement with respect to Debt Securities have the
respective meanings given to them in the Indenture.
General
The Debt Securities will rank equally with all other unsecured
and unsubordinated debt of the Company. The Debt Securities will rank
junior to the Company's First Mortgage Bonds, of which $9,773,000 were
outstanding on September 30, 1994. The Indenture does not limit the
amount of debt which may be issued by the Company under the Indenture or
otherwise. The Debt Securities may be issued from time to time in one
or more series with the same or various maturities, at par or a premium
or with original issue discount.
Each Prospectus Supplement with respect to Debt Securities and
any related Pricing Supplement will describe certain terms of the Debt
Securities offered by such Prospectus Supplement and Pricing Supplement
(the "Offered Debt Securities"), including: (1) the title of the Offered
Debt Securities; (2) any limit on the aggregate principal amount of the
Offered Debt Securities; (3) the price or prices at which the Offered
Debt Securities will be offered (expressed as a percentage of the
principal amount thereof); (4) the date or dates on which the Offered
Debt Securities may be issued and on which the Offered Debt Securities
will mature; (5) the rate or rates per annum (which may be fixed or
floating) at which the Offered Debt Securities will bear interest, if
any, or the method by which such rate or rates shall be determined, and
the date or dates from which such interest, if any, shall accrue; (6)
the date or dates on which such interest, if any, on the Offered Debt
Securities will be payable (the "Interest Payment Dates") and the
Regular Record Dates for any such Interest Payment Dates; (7) any index
or other method used to determine the amounts of payments of principal
of and premium, if any, and interest, if any, on the Offered Debt
Securities; (8) any optional or mandatory redemption or repayment terms;
(9) the denominations in which the Offered Debt Securities shall be
issuable if other than denominations of $1,000 or any integral multiple
thereof; (10) whether the Offered Debt Securities are to be issued in
the form of Global Securities and, if so, the identity of the Depository
with respect to such Global Securities; (11) in the case of Offered Debt
Securities issued with original issue discount, the principal amount
thereof payable upon acceleration of the maturity thereof; and (12) any
other specific terms associated with the Offered Debt Securities.
(Section 301.)
Unless otherwise set forth in any Prospectus Supplement with
respect to Debt Securities, the principal of and premium, if any, and
interest, if any, on the Debt Securities is payable to registered
holders of Debt Securities at the designated corporate trust office of
the Trustee in Philadelphia, Pennsylvania, or at any paying agency
maintained at the time by the Company for such purpose. At the option
of the Company, payment of interest to registered holders of Debt
Securities may be made by check mailed to the address of the person
entitled thereto as it appears on the register for Debt Securities.
(Section 301 and 1002.)
Unless otherwise provided in any Prospectus Supplement with
respect to Debt Securities, the Debt Securities shall be issued in fully
registered form. (Section 302.) Debt Securities may be presented for
registration of transfer or exchange at such office of the Trustee or at
such other location or locations as may be established pursuant to the
Indenture. No service charge will be made for any registration of
transfer or exchange of Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. The Company will not be
required (a) to issue, register the transfer of or exchange Debt
Securities during the period of fifteen (15) days prior to giving any
notice of redemption or (b) to register the transfer of or exchange any
Debt Securities selected for redemption in whole or in part, except the
unredeemed portion of any Debt Securities being redeemed in part.
(Section 305.)
The Debt Securities will not be subject to any sinking fund and
are not redeemable by the Company prior to maturity unless otherwise
provided in any applicable Prospectus Supplement or any related Pricing
Supplement. In accordance with the terms of the Indenture, Debt
Securities will be redeemable only upon notice, by mail, not less than
30 or more than 60 days prior to the date fixed for redemption unless a
shorter period is specified in the Debt Securities of a particular
series and, if less than all of the Debt Securities of any series are to
be redeemed, the particular Debt Securities will be selected by such
method as the Trustee deems fair and appropriate. (Sections 1101, 1102,
1103 and 1201.)
Covenants
Maintenance of Properties. The Company will cause (or, with
respect to property owned in common with others, make reasonable effort
to cause) all its properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working
order and will cause (or with respect to property owned in common with
others, make reasonable effort to cause) to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof,
all as, in the judgment of the Company, may be necessary so that the
business carried on in connection therewith may be properly conducted;
provided, however, that the foregoing will not prevent the Company from
discontinuing, or causing the discontinuance of, the operation and
maintenance of any of its properties if such discontinuance is, in the
judgment of the Board of Directors of the Company (the "Board"),
desirable in the conduct of its business and is not disadvantageous in
any material respect to the Holders of the Debt Securities. (Section
1005.)
Corporate Existence. Subject to the provisions described below
in the paragraph entitled "Merger or Consolidation," the Company will do
or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory)
and material franchises; provided, however, that the Company shall not
be required to preserve any such right or franchise if the Board shall
determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders of the Debt
Securities. (Section 1004.)
Negative Pledge. The Indenture prohibits the Company from
creating or permitting any liens (other than Excepted Encumbrances, as
defined below) upon its property to secure indebtedness for borrowed
money without either making effective provision whereby the Debt
Securities shall be directly secured equally and ratably with such
indebtedness or depositing with the Trustee, as collateral for the Debt
Securities, bonds or other evidences of indebtedness of the Company
secured by such lien; provided, however, that this restriction will not
apply in certain circumstances, including, among other things, (a) the
pledging by the Company of property or assets in connection with the
incurrence of indebtedness (under circumstances not otherwise excepted
from the operation of the negative pledge covenant) in aggregate
principal amount not exceeding 3% of the Company's net tangible utility
assets at any time outstanding and (b)(i) the pledging of property or
assets for the purpose of securing a stay or discharge or for any other
purpose in the course of a legal proceeding in which the Company is a
party and (ii) liens or pledges arising in the ordinary course of the
Company's business (which do not secure indebtedness for borrowed money
or in the aggregate materially detract from the value of the Company's
property or assets or materially impair the use thereof in the operation
of the Company's business); provided, however, that the fair market
value of any property or assets pledged under items (b)(i) and (ii)
hereof may not exceed $25,000,000 in the aggregate. (Section 1007.)
"Excepted Encumbrances" include, among other things, the
following: (a) liens existing on the date of the Indenture; (b) liens
for taxes or charges or worker's compensation awards or similar
obligations not delinquent or, if delinquent, taxes or charges the
validity of which is being contested by the Company in good faith; (c)
liens securing indebtedness neither assumed nor guaranteed by the
Company nor on which it customarily pays interest existing in or
relating to real estate or rights in real estate acquired by the Company
for distribution system or right-of-way purposes or in connection with
its usual operations; (d) undetermined liens and charges incidental to
current construction; (e) rights reserved to or vested in any public
authority to control or regulate any property or asset of the Company in
a manner that does not materially impair the use thereof for the
purposes for which it is held by the Company; (f) certain title defects,
rights-of-way, easements and similar restrictions; (g) purchase money
liens on property or assets acquired after the date of the Indenture or
mortgages or liens existing on such property at the time of acquisition
by the Company; (h) leases made in the ordinary course of business; and
(i) liens of any judgments in an aggregate amount not in excess of
$250,000. (Section 1007.)
Certain property of the Company is not subject to the prohibition
against encumbrances, including, among other things, (a) cash, bonds,
stocks, obligations and other securities (including securities issued by
subsidiaries of the Company); (b) choses in action, accounts receivable,
unbilled revenues, judgments and other evidences of indebtedness and
contracts, leases and operating agreements; (c) stock in trade,
merchandise, equipment, apparatus, materials or supplies and other
personal property manufactured or acquired for the purpose of sale
and/or resale in the usual course of business or consumable in the
operation of any of the properties or businesses of the Company or held
for purposes of repair or replacement; (d) timber, gas, fuel oil,
electric energy, minerals (including developed and undeveloped natural
gas reserves and natural gas in underground storage or otherwise),
liquefied natural gas, propane gas, synthetic fuel, mineral rights and
royalties; (e) materials or products generated, manufactured, stored,
produced or purchased by the Company for sale, distribution or use in
the ordinary course of its business; and (f) office furniture and
equipment, tools, rolling stock, buses, motor coaches, trucks and
automobiles and other vehicles and aircraft. (Section 1007.)
Merger or Consolidation. The Company, without the consent of the
Holders of the Outstanding Debt Securities, may dissolve or otherwise
dispose of all or substantially all of its assets and may consolidate
with or merge into another corporation or permit one or more
corporations to consolidate or merge into it, if the surviving,
resulting or transferee corporation (a) is the Company or (b) if other
than the Company, (i) is organized under the laws of the United States
of America, any state thereof or the District of Columbia, (ii) assumes
in writing the Company's obligations under the Debt Securities and under
the Indenture and (iii) after giving effect to the transaction, no Event
of Default will have occurred and be continuing, and the Company or
successor corporation will have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel as provided in the Indenture.
(Section 801.)
Statement of Compliance. The Company is required, among other
things, to furnish to the Trustee annually a statement that the Company
is in compliance with its conditions and covenants under the Indenture
and as to any default in such compliance. The Company is also required
to notify the Trustee of any Event of Default, or any event which, with
notice or the lapse of time or both, would become an Event of Default,
within 10 days after certain of its officers obtain actual knowledge
thereof. (Section 1006.)
Events of Default
The following are Events of Default under the Indenture with
respect to Debt Securities of any series: (a) failure to pay any
interest on any Debt Security of that series within 30 days after the
same becomes due and payable; (b) failure to pay the principal of or
premium, if any, on any Debt Security of that series when the same
becomes due and payable; (c) failure to perform in any material respect
or breach of any covenant or warranty of the Company in the Indenture
(other than any covenant or warranty the breach of which is the subject
of a separate Event of Default or any covenant or warranty included in
the Indenture solely for the benefit of one or more series of Debt
Securities other than that series) for a period of 90 days after written
notice by the Trustee to the Company or by the Holders of at least 25%
in aggregate principal amount of the Outstanding Debt Securities of such
series to the Company and the Trustee as provided in the Indenture or in
the case of any such failure or breach which can be cured but which
cannot, with reasonable diligence, be cured within such 90-day period,
failure of the Company to proceed with reasonable diligence after
receipt of such notice; (d) certain events of bankruptcy, insolvency,
conservatorship, receivership, reorganization or similar events; (e) a
default under any evidence of indebtedness of the Company (including
Debt Securities of any other series) or instrument under which there may
be issued or by which there may be secured any indebtedness of the
Company, in each case in excess of $10,000,000 aggregate principal
amount, which default constitutes a failure to pay any portion of the
principal of such indebtedness when due and payable after the expiration
of any applicable grace period or results in the acceleration of the
maturity of such indebtedness, if (x) written notice of such default has
been given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of such series and (y) within a period
of 10 days after such notice is given such indebtedness has not been
discharged or such acceleration has not been rescinded or annulled; and
(f) any other Event of Default provided with respect to the Debt
Securities of such series. (Section 501.)
Except as described in (e) above, no Event of Default with
respect to the Debt Securities of a particular series necessarily
constitutes an Event of Default with respect to the Debt Securities of
any other series issued under the Indenture.
Remedies
If any Event of Default with respect to the Outstanding Debt
Securities of any series occurs and is continuing, either the Trustee or
the Holders of at least 33% in aggregate principal amount of the
Outstanding Debt Securities of that series may declare the principal
amount (or, if the Debt Securities of that series are issued with
original issue discount, such portion of the principal as may be
specified in the terms of the Debt Securities of that series) of all the
Outstanding Debt Securities of that series to be due and payable
immediately. (Section 502.)
At any time after the declaration of acceleration with respect to
the Debt Securities of any series has been made but before a judgment or
decree based on acceleration has been obtained, the Holders of a
majority in aggregate principal amount of the Outstanding Debt
Securities of that series may rescind and annul such declaration of
acceleration and its consequences if (a) the Company has paid or
deposited with the Trustee a sum sufficient to pay (i) all overdue
interest on all Debt Securities of such series; (ii) the principal of
and premium, if any, on any Debt Securities of such series which have
become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed in such Debt
Securities; (iii) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor
in such Debt Securities; and (iv) all amounts due to the Trustee under
the Indenture; and (b) all other Events of Default with respect to the
Debt Securities of such series, other than the nonpayment of the
principal of the Debt Securities of such series which has become due
solely by such declaration of acceleration, have been cured or waived as
provided in the Indenture. (Section 502.)
If an Event of Default occurs and is continuing with respect to
more than one series of Debt Securities, the Trustee or the Holders of
no less than the requisite percentage in aggregate principal amount of
the Outstanding Debt Securities of all such series, considered as one
class, may make such declaration of acceleration or waiver, or rescind
and annul such acceleration, as applicable, and not the Holders of the
Debt Securities of any individual series. (Section 502.)
The Indenture provides that, subject to the duty of the Trustee
during the continuance of an Event of Default to act with the required
standard of care, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request or
direction of any of the Holders, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred with respect to such
request or direction. (Section 601.) Subject to such provisions for
the indemnification of the Trustee and subject to certain other
limitations, the Holders of a majority or more in aggregate principal
amount of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any proceedings
for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of
that series; provided, however, that if an Event of Default occurs and
is continuing with respect to more than one series of Debt Securities,
the Holders of a majority or more in aggregate principal amount of the
Outstanding Debt Securities of all such series, considered as one class,
will have the right to make such direction, and not the Holders of the
Debt Securities of any one of such series; and provided, further,
however, that (a) such direction will not be in conflict with any rule
of law, with the Indenture or with the Debt Securities of any such
series, (b) the Trustee may take any other action it deems proper which
is not inconsistent with such direction and (c) such direction is not
unduly prejudicial to the rights of the other Holders of Debt Securities
of such series not joining such action. (Section 512.)
The right of a Holder of any Debt Security of such series to
institute a proceeding with respect to the Indenture is subject to
certain conditions precedent, but each Holder has an absolute and
unconditional right to receive payment of principal of, premium, if any,
and interest, if any, on such Debt Security when due and to institute
suit for the enforcement of any such payment. (Section 508.) The Trust
Indenture Act of 1939 (the "Trust Indenture Act"), provides that the
Trustee, within 90 days after the occurrence of any default under the
Indenture with respect to the Debt Securities of a series, is required
to give to the Holders of the Debt Securities of such series notice of
any default known to it unless cured or waived; provided, however, that
except in the case of a default in the payment of principal of or
premium, if any, or interest, if any, on any Debt Securities of such
series, the Trustee may withhold such notice if the Trustee determines
that it is in the interest of such Holders to do so.
Modification, Waiver and Amendment
Certain modifications and amendments of the Indenture may be made
by the Company and the Trustee without the consent of the Holders,
including those which: (a) evidence the assumption by any successor to
the Company of the Company's obligations under the Indenture or with
respect to the Debt Securities; (b) add to the covenants of or surrender
any right or power of the Company under the Indenture; (c) add any
Events of Default, in addition to those specified in the Indenture, with
respect to all or any series of Debt Securities; (d) change or eliminate
any provision of the Indenture; provided, however, that any such change
or elimination will become effective only when there is no Debt Security
of any series created prior to such action which is entitled to the
benefit of such provision; (e) provide security for the Debt Securities;
(f) establish the form or terms of Debt Securities of any series; (g)
evidence the appointment of a successor Trustee with respect to the Debt
Securities of one or more series and to add to or change any of the
provisions of the Indenture to facilitate administration of the trusts
thereunder by more than one Trustee; or (h) cure any ambiguity or
inconsistency or make any other provisions with respect to matters and
questions arising under the Indenture, provided such provisions shall
not adversely affect the interests of the Holders of Debt Securities of
any series in any material respect. (Section 901.)
Without limiting the generality of the foregoing, if the Trust
Indenture Act is amended after the date of the Indenture to require
changes to the Indenture or the incorporation therein of additional
provisions or permit changes to, or require the elimination of,
provisions which, at the date of the Indenture or at any time
thereafter, are required by the Trust Indenture Act to be contained in
the Indenture, the Company and the Trustee may, without the consent of
any Holders, enter into one or more supplemental indentures to effect or
reflect any such change, incorporation or elimination.
Other modifications and amendments of the Indenture may be made
by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding
Debt Securities of all series affected by such modification or amendment
(all such series considered as one class); provided, however, that no
such modification or amendment may, without the consent of the Holders
of each Outstanding Debt Security affected thereby, (a) change the
stated maturity date of the principal of, or premium, if any, or
installment of interest, if any, on, any Debt Security; (b) reduce the
principal amount of, or premium, if any, or interest, if any, on, or
change the method of calculating the rate of interest on, any Debt
Security; (c) reduce the amount of the principal payable upon
declaration of acceleration of the Maturity Date of any Offered Debt
Securities issued with original issue discount; (d) change the place of
payment or the currency of payment of the principal of, or premium, if
any, or interest, if any, on, any Debt Security; (e) impair the right to
institute suit for the enforcement of any payment on or with respect to
any Debt Security; (f) reduce the percentage in aggregate principal
amount of the Outstanding Debt Securities of any series, the consent of
whose Holders is required for modification or amendment of the
Indenture, waiver of compliance with certain provisions of the Indenture
or waiver of certain defaults; or (g) amend certain other provisions of
the Indenture relating to amendments and defaults. (Section 902.)
The Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of all series with respect to
which a certain covenant or restriction has been specified (all such
series considered as one class), may, on behalf of all Holders of Debt
Securities, waive compliance by the Company with certain covenants of
the Indenture. (Section 1008.) The Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of any series may,
on behalf of all Holders of Debt Securities of that series waive any
past default and its consequences under the Indenture with respect to
Debt Securities of that series, except a default (i) in the payment of
principal of, premium, if any, or interest, if any, on any Debt Security
or (ii) in respect of a covenant or provision that cannot be modified or
amended without the consent of the Holder of each Outstanding Debt
Security affected thereby. If a past default shall have occurred with
respect to more than one series of Debt Securities, the Trustee or the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of all such series, considered as one class,
may waive such past default and its consequences, except as set forth in
clauses (i) and (ii) of the immediately preceding sentence, and not the
Holders of the Debt Securities of any one of such series. (Section
513.)
A supplemental indenture which changes or eliminates any covenant
or other provision of the Indenture which has expressly been included
solely for the benefit of one or more particular series of Debt
Securities, or which modifies the rights of the Holders of Debt
Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under the Indenture
of the Holders of Debt Securities of any other series. (Section 902.)
Satisfaction and Discharge
The Company may terminate certain of its obligations under the
Indenture with respect to Debt Securities of any series, on the terms
and subject to the conditions contained in the Indenture, by irrevocably
depositing in trust with the Trustee cash and/or Eligible Obligations
(as defined below) (or a combination thereof) sufficient to pay the
principal of, premium, if any, and interest, if any, due and to become
due on the Debt Securities of such series in accordance with the terms
of the Indenture and such Debt Securities. (Section 401.)
The Indenture, with respect to all series of Debt Securities
(except for certain specified surviving obligations), will be discharged
and canceled upon the satisfaction of certain conditions, including: (a)
the payment in full of the principal of, and premium, if any, and
interest, if any, on, all of the Debt Securities or the deposit with the
Trustee of an amount in cash or Eligible Obligations (or a combination
thereof) sufficient for such payment or redemption in accordance with
the Indenture; (b) the payment by the Company of all other sums required
under the Indenture; and (c) the delivery of a certificate by the
Company to the Trustee stating that all conditions relating to the
satisfaction and discharge of the Indenture have been complied with.
(Sections 102, 401 and 605.)
"Eligible Obligations" means: (a) with respect to Debt
Securities denominated in United States Dollars, Government Obligations
(which include direct obligations of, or obligations unconditionally
guaranteed by, the United States of America entitled to the benefit of
the full faith and credit thereof and certificates, depositary receipts
or other instruments which evidence a direct ownership interest in such
obligations or in any specific interest or principal payments due in
respect thereof); and (b) with respect to Debt Securities denominated in
a currency other than United States Dollars or in a composite currency,
such other obligations or instruments as shall be specified with respect
to such Debt Securities, as contemplated by the Indenture.
For United States federal income tax purposes, any deposit
contemplated by the first two paragraphs of this section may be treated
as a taxable exchange of the related Debt Securities for an issue of
obligations of the trust or a direct interest in the cash and securities
held in the trust. In that case, Holders of such Debt Securities would
recognize gain or loss as if the trust obligations or the cash or
securities deposited, as the case may be, had actually been received by
them in exchange for their Debt Securities. Such Holders thereafter
would be required to include in income a share of the income, gain or
loss of the trust. The amount so required to be included in income
could be different from the amount that would be includable in the
absence of such deposit. Prospective investors are urged to consult
their own tax advisors as to the specific consequences to them of such
deposit.
Governing Law
The Debt Securities and the Indenture will be governed by and
construed in accordance with the laws of the State of New York.
Regarding the Trustee
The Trustee has, from time to time, extended, and may continue to
extend, credit to the Company in the ordinary course of business. The
Company currently has a line of credit available from the Trustee. In
addition, the Trustee is currently acting as trustee under that certain
Trust Indenture, dated as of July 15, 1994, between the New Jersey
Economic Development Authority (the "NJEDA") and the Trustee pursuant to
which the NJEDA issued its Gas Facilities Refunding Revenue Bonds, the
proceeds of which were loaned to the Company pursuant to that certain
Loan Agreement, dated as of July 15, 1994, between the NJEDA and the
Company. Further, the Trustee is currently acting as trustee under that
certain Trust Indenture, dated as of July 15, 1994, between Brevard
County, Florida (the "County"), and the Trustee pursuant to which the
County issued its Industrial Development Revenue Bonds, the proceeds of
which were loaned to the Company pursuant to that certain Loan
Agreement, dated as of July 15, 1994, between the County and the
Company.
DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock
The Company is authorized to issue up to 30,000,000 shares of
Common Stock and 5,000,000 shares of preferred stock (the "Preferred
Stock").
Common Stock
Each share of Common Stock is entitled to one vote on matters to
be voted upon by the shareholders and is not entitled to cumulative
voting rights in the election of directors. Under the Certificate of
Incorporation of the Company (the "Certificate of Incorporation"), the
affirmative vote of the holders of at least 75% of all of the then-
outstanding shares of voting stock, voting as a single class, are
required to alter, amend or repeal the provisions of the Certificate of
Incorporation (or any provision of the By-Laws of the Company (the "By-
Laws") which is to the same effect) relating to rights, preferences and
limitations of each class of common and preferred stock; the number,
classification, election or removal of directors; action taken by the
Company's shareholders; the calling of special meetings of shareholders;
limited liability and indemnification rights of directors and officers
of the Company and amendment of the Certificate of Incorporation. In
the case of liquidation, dissolution or winding up of the Company's
affairs, whether voluntary or involuntary, all assets remaining after
payment of creditors and holders of all classes and series of Preferred
Stock (if any are outstanding) are required to be divided among the
holders of the Common Stock in proportion to their holdings. The
holders of shares of Common Stock do not have preemptive, redemption or
conversion rights. Dividends on the Common Stock may, by action of the
Board, be declared and paid from time to time as permitted by law. The
outstanding shares of Common Stock are, and the shares of Common Stock
which may be sold by the Company pursuant to this Prospectus and any
related Prospectus Supplement and Pricing Supplement will be, if and
when issued and delivered, validly issued, fully paid and nonassessable.
Transfer Agent and Register
Mellon Securities Trust Company is the Transfer Agent and
Registrar for the Common Stock.
Preferred Stock
The Board is authorized to provide for the issuance of shares of
Preferred Stock, in one or more series, and to fix for each series such
voting powers, designations, preferences and relative, participating,
optional and other special rights, and such qualifications, limitations
or restrictions, as are stated in the resolution adopted by the Board
providing for the issue of such series and as permitted by New Jersey
law.
Certain Anti-Takeover Effects
The Certificate of Incorporation and By-Laws provide that the
Board shall be divided into three classes with directors in each class
serving three year terms. Approximately one-third of the Board will be
elected each year. The classification of the Board pursuant to the By-
Laws may delay shareholders from removing a majority of the Board for
two years, unless removal for cause can be established and the required
75% vote for removal can be obtained, as provided in the Certificate of
Incorporation. Because the existence of a classified board may operate
to delay a potential purchaser's ability to obtain control of the Board
in a relatively short period of time, a classified Board may have the
effect of discouraging attempts to acquire significant minority
positions with the intent of obtaining control of the Company by
electing a slate of directors. Also, because neither the New Jersey
Business Corporation Act nor the Certificate of Incorporation of the
Company requires cumulative voting, a purchaser of a block of Common
Stock constituting less than a majority of the outstanding shares will
have no assurance of proportional representation on the Board.
The Certificate of Incorporation also provides that directors may
be removed only for cause and only by the affirmative vote of holders of
at least 75% of the then-outstanding shares of voting stock, voting as a
single class, and that shareholder action can be taken only at an annual
or special meeting of shareholders, and prohibits shareholder action in
lieu of a meeting unless such action is by unanimous written consent.
The Certificate of Incorporation and the By-Laws provide that, subject
to the rights of any holders of any series of Preferred Stock, special
meetings of shareholders can only be called pursuant to a resolution
adopted by a majority of the authorized directors of the Company.
As described above, the Board is authorized to provide for the
issuance of shares of Preferred Stock, in one or more series, and to fix
by resolution of the Board, and to the extent permitted by New Jersey
law, the terms and conditions of each such series. The authorized
shares of Preferred Stock, as well as shares of Common Stock, are
available for issuance without further action by the shareholders,
unless such action is required by applicable law or the rules of the
NYSE. Although the Board has no present intention of doing so, it could
issue a series of Preferred Stock that could, depending on the terms of
such series, impede the completion of a merger, tender offer or other
takeover attempt by including class voting rights that would enable the
holders thereof to block such a transaction. The Board will make any
determination to issue such shares based on its judgment as to the best
interests of the Company and its then existing shareholders.
These provisions could impede the completion of a merger, tender
offer, acquisition or other transaction that some or a majority of the
shareholders might believe to be in their best interests or in which the
shareholders might receive a premium for their stock over the then
market price of such stock.
CERTAIN TAX CONSIDERATIONS
The applicable Prospectus Supplement will contain a brief summary
of the relevant United States federal income taxation laws applicable to
the Securities being offered thereby.
PLAN OF DISTRIBUTION
The Company may sell the Securities on a continuous basis (a)
through underwriters; (b) through dealers; (c) directly to one or more
institutional purchasers; or (d) through agents. Each Prospectus
Supplement and any related Pricing Supplement will set forth the terms
of the offering of the Securities offered thereby, including the name or
names of any underwriters or agents, the purchase price of such
Securities and the proceeds to the Company from such sale, any
underwriting or agent discounts and other items constituting
underwriters' or agents' compensation, any initial public offering price
and any discounts or concessions allowed or reallowed or paid to
dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from
time to time. Only firms named in the Prospectus Supplement and any
related Pricing Supplement are deemed to be underwriters or agents in
connection with the Securities offered thereby. If an agent is used,
such agent will use its reasonable best efforts to solicit offers to
purchase the Securities for the period of its appointment. The Company
will have the sole right to accept offers to purchase Securities and may
reject proposed purchases in whole or in part. The agent will have the
right, in its discretion reasonably exercised and without notice to the
Company, to reject any proposed purchase of Securities through the agent
in whole or in part.
The Securities may be acquired by the underwriters or the agents
for their own account and may be resold from time to time in one or more
transactions, including competitive bids or negotiated transactions, at
a fixed public offering price or at varying prices determined at the
time of sale. The Securities may be offered to the public either
through underwriting syndicates represented by one more managing
underwriters or directly by one or more of such firms.
The Debt Securities will not have an established trading market
when issued. The underwriter or agent may make a market in the Debt
Securities but will not be obligated to do so and may discontinue any
market-making at any time without notice. There can be no assurance
that there will be a secondary market for any of the Debt Securities or
liquidity in the secondary market, if one develops, or that any or all
of the Debt Securities will be sold.
The Common Stock is currently traded on the NYSE under the symbol
"NUI."
Any agent, whether acting as agent or principal, may be deemed to
be an "underwriter" within the meaning of the Securities Act. The
Company will agree to indemnify the underwriters and the agents against
certain liabilities, including liabilities under the Securities Act, or
to contribute to payments that the underwriters and the agents may be
required to make in respect thereof. Underwriters, dealers and agents
may engage in transactions with or perform services for the Company in
the ordinary course of business.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon
for the Company by Mary Patricia Keefe, Esq., Union, New Jersey, Group
Vice President and General Counsel of Elizabethtown Gas Company, a
Division of the Company, and Kaye, Scholer, Fierman, Hays & Handler, New
York, New York, special counsel to the Company. The validity of such
Securities will be passed upon for any underwriters or agents by
Winthrop, Stimson, Putnam & Roberts, New York, New York. Kaye,
Scholer, Fierman, Hays & Handler and Winthrop, Stimson, Putnam & Roberts
may rely on the opinion of Mary Patricia Keefe, Esq. as to legal
matters arising under New Jersey law.
EXPERTS
The Company's audited Consolidated Financial Statements, and
audited Summary Consolidated Financial Data incorporated by reference in
this Prospectus have been audited by Arthur Andersen LLP, 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.
No dealer, salesperson or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus (including any accompanying Prospectus
Supplement and Pricing Supplement), in connection with the offer
contained herein, and, if given or made, such other information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus (including any accompanying Prospectus
Supplement and Pricing Supplement) does not constitute an offer of any
securities other than those to which it relates or an offer to sell, or
a solicitation of an offer to buy, those to which it relates by anyone
in any jurisdiction in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation. The delivery of this Pro-
spectus (including any accompanying Prospectus Supplement and Pricing
Supplement) at any time does not imply that the information herein is
correct as of any time subsequent to its date or that there has been no
change in the affairs of the Company since the date as of which
information was given herein.
__________
NUI CORPORATION
Debt Securities
Common Stock (No Par Value)
__________
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Ratio of Earnings to Fixed Charges . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Description of Debt Securities . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 11
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
No. Description of Exhibit Reference
12 Statement Re Computation of Ratio Filed herewith
of Earnings to Fixed Charges
23-1 Consent of Arthur Andersen LLP Filed herewith
II-1<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Township of Bedminster, State of New Jersey, on the 11th day of January,
1995.
NUI Corporation
(Registrant)
By: JOHN KEAN
John Kean,
Chairman of the Board
II-2<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
JOHN KEAN Chairman of the January 11, 1995
John Kean Board (Principal
executive officer)
DAVID VINCENT Executive Vice January 11, 1995
David Vincent President (Chief
financial officer)
BERNARD F. LENIHAN Vice President January 11, 1995
Bernard F. Lenihan (Chief accounting
officer)
JOHN W. ATHERTON, JR. Director January 11, 1995
John W. Atherton, Jr.
CALVIN R. CARVER Director January 11, 1995
Calvin R. Carver
VERA FARRIS Director January 11, 1995
Dr. Vera King Farris
JAMES J. FORESE Director January 11, 1995
James J. Forese
ROBERT W. KEAN, JR. Director January 11, 1995
Robert W. Kean, Jr.
JACK LANGER Director January 11, 1995
Jack Langer
B. S. LEE Director January 11, 1995
Bernard S. Lee
R. V. WHISNAND Director January 11, 1995
R. V. Whisnand
JOHN WINTHROP Director January 11, 1995
John Winthrop
II-3<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit P/CE
12 Statement Re Computation of Ratio CE
of Earnings to Fixed Charges
23-1 Consent of Arthur Andersen LLP CE<PAGE>
<TABLE>
EXHIBIT 12
NUI CORPORATION AND SUBSIDIARIES
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
(OOO's)
<CAPTION>
Year Ended September 30,
1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
Income from continuing
operations before income
taxes $13,857 $3,164 $18,078 $20,837 $12,883
Add:
Interest element of
rentals charged to
income (a) 2,848 2,933 3,007 3,156 3,173
Interest expense 15,369 15,928 17,058 14,966 16,443
------ ------ ------ ------ ------
Earnings as defined $32,074 $22,025 $38,143 $38,959 $32,449
====== ====== ====== ====== ======
Interest expense 15,058 15,644 16,859 14,844 16,323
Capitalized interest 311 284 199 122 120
Interest element of
rentals charged
to income (a) 2,848 2,933 3,007 3,156 3,173
------ ------ ------ ------ ------
Fixed charges as
defined $18,217 $18,861 $20,065 $18,122 $19,616
====== ====== ====== ====== ======
CONSOLIDATED RATIO OF
EARNINGS TO FIXED CHARGES 1.76 1.17 1.90 2.15 1.66
---- ---- ---- ---- ----
<F1>
(a) Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest element can
be determined.<PAGE>
</TABLE>
SCHEDULE 23-1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated November 22, 1994 included in the NUI Corporation
Annual Report on Form 10-K for the fiscal year ended September
30, 1994 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
New York, N.Y.
January 11, 1995<PAGE>
