Filed pursuant to Rule 424(b)(4)
Registration No. 333-02255
PROSPECTUS
1,800,000 Shares
[NUI Corporation Logo]
Common Stock
(No par value)
NUI Corporation (the "Company") is offering hereby 1,800,000 shares
of its common stock, no par value (the "Common Stock") and the
appurtenant Preferred Stock Purchase Rights (together with the
1,800,000 shares of Common Stock, the "Shares"). The Common Stock is
listed and traded on the New York Stock Exchange under the symbol NUI.
On May 20, 1996, the last reported sale price for the Common Stock on
the New York Stock Exchange was $18 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public Discount(1) Company(2)
Per Share ....... $18 $.70 $17.30
Total(3) ........ $32,400,000 $1,260,000 $31,140,000
(1) The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated at
$165,000.
(3) The Company has granted the Underwriters an option,
exercisable within 30 days after the date of this Prospectus, to
purchase up to 200,000 additional shares of Common Stock (the
"Additional Shares") from the Company, on the same terms, solely to
cover over-allotments, if any. If all of the Additional Shares are
purchased, the total Price to Public, Underwriting Discount and
Proceeds to Company will be $36,000,000, $1,400,000 and
$34,600,000, respectively. See "Underwriting".
The Shares are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by the
Underwriters, subject to certain conditions. The Underwriters reserve
the right to withdraw, cancel or modify such offer and to reject
orders in whole or in part. It is expected that delivery of the
Shares will be made in New York, New York, on or about May 24, 1996.
Merrill Lynch & Co.
Dean Witter Reynolds Inc.
Edward D. Jones & Co.
The date of this Prospectus is May 20, 1996.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE SECURITIES OFFERED HEREBY OR ANY OTHER SECURITIES OF THE COMPANY
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE OR OTHERWISE AND, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy and
information statements, and other information filed by the Company can
be inspected and copied at the public reference facilities maintained
by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices at Seven World Trade Center, Suite 1300,
New York, New York, 10048, and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can also be
obtained by mail from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Common Stock is listed for trading on the New York Stock Exchange (the
"NYSE"). Reports, proxy and information statements, and other
information concerning the Company may also be inspected at the
offices of the NYSE, 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, as amended (the "Securities Act") with respect to the Shares.
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, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1995 and March 31, 1996;
3. The Company's Current Reports on Form 8-K dated October 24, 1995
and December 1, 1995; and
4. The Company's Registration Statement on Form 8-A dated
December 1, 1995.
All documents subsequently filed by the Company with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering made by this Prospectus shall
be deemed to be incorporated by reference in this Prospectus;
provided, however, that all documents 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, including any beneficial owner, 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 referred to above
which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into such documents.
Request for such documents should be addressed to NUI Corporation, 550
Route 202-206, Box 760, Bedminster, New Jersey 07921-0760, Attention:
Corporate Secretary, telephone number (908) 781-0500. The information
relating to the Company contained in this Prospectus does not purport
to be comprehensive and should be read together with the information
contained in any or all documents which have been or may be
incorporated in this Prospectus by reference.
No person has been authorized to give any information or to make
any representation not contained in this Prospectus, and, if given or
made, such information or representation must not be relied upon as
having been authorized by the Company or any Underwriter. This
Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer
in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date of this
Prospectus.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to
the more detailed information and financial statements, including the
notes thereto, appearing elsewhere in this Prospectus and by
information appearing in the documents incorporated herein by
reference and, therefore, should be read together therewith.
The Offering
Company ........................................ NUI Corporation
Common Stock Offered (excluding the Additional
Shares) ........................................ 1,800,000 shares
Common Stock Outstanding on March 31, 1996 ..... 9,199,586 shares
Common Stock Closing Price Range per Share
(April 1, 1995 through May 20, 1996) ......... $14.625 - $20.00
Common Stock Closing Price on May 20, 1996 ..... $18.00
NYSE Symbol .................................... NUI
Indicated Annual Dividend Per Share ............ $0.90
Use of Proceeds ................................ To repay indebtedness
and for general
corporate purposes.
See "Use of
Proceeds".
Summary Consolidated Financial Data
(Dollar amounts in thousands, except per share amounts)
Twelve Months Ended Fiscal Years Ended
March 31, 1996 September 30,
Ended
(Unaudited) 1995(1) 1994(2)(3) 1993
Income statement
data:
Operating revenues $418,158 $376,445 $405,240 $367,456
Operating margins 159,796 153,266 144,646 135,861
Operations and
maintenance expenses 90,107 90,523 90,904 80,865
Operating income 33,104 23,859 25,840 26,724
Net income 13,886 5,517 10,780 13,810
Net income,
excluding non-
recurring items $13,886 $11,074 $9,586 $13,810
Weighted average
number of shares of
Common Stock
outstanding 9,149,302 9,152,837 8,617,790 8,124,065
Net income per share
of Common Stock $1.52 $0.60 $1.25 $1.70
Net income per share
of Common Stock,
excluding non-
recurring items $1.52 $1.21 $1.11 $1.70
Dividends paid per
share of Common
Stock $0.90 $0.90 $1.60 $1.59
(1) Net income and net income per share for fiscal 1995 reflect
restructuring and other non-recurring charges amounting to $ 8.6
million ($5.6 million after tax), or $0.61 per share.
(2) Net income and net income per share for fiscal 1994 reflect
the reversal of $1.8 million of income tax reserves and
restructuring and other non-recurring charges amounting to $ 0.9
million ($0.6 million after tax). The effect of these items
increased net income by $1.2 million, or $0.14 per share.
(3) Fiscal 1994 reflects the merger of Pennsylvania & Southern Gas
Company into the Company as of April 19, 1994, which was accounted
for as a purchase in accordance with generally accepted accounting
principles.
March 31, 1996 (unaudited)
Actual As Adjusted(4)
Amount Percent Amount Percent
Balance sheet data:
Total assets $634,134 $634,134
Capital lease obligations 10,467 10,467
Current portion of long-
term debt and capital
lease obligations 1,607 1,607
Notes payable to banks 18,205 17,065
Capitalization
Common shareholders'
equity $157,810 42% $188,950 49.6%
Long-term debt 221,993 58% 191,993 50.4%
------- --- ------- -----
Total capitalization $379,803 100% $380,943 100%
======= ==== ======= ====
(4) As adjusted for the issuance and anticipated use of the net
proceeds from the sale of the Shares (excluding the Additional
Shares) of $31,140,000. The as adjusted information does not
reflect the anticipated issuance later in fiscal 1996 of, and the
use of net proceeds from, the sale of $39 million of tax exempt
bonds.
MAP
[Map of locations of registrant's utility operations.]
THE COMPANY
General
The Company is engaged primarily in the sale and transportation of
natural gas. The Company serves more than 354,000 utility customers
in six states through its Northern and Southern operating divisions.
The Northern Division operates in New Jersey as Elizabethtown Gas
Company. The Southern Division was formed effective April 1, 1995
through the consolidation of the Company's City Gas Company of Florida
and Pennsylvania & Southern Gas Company ("PSGS") operations. PSGS,
which operated as North Carolina Gas Service, Elkton Gas Service
(Maryland), Valley Cities Gas Service (Pennsylvania) and Waverly Gas
Service (New York), was acquired by the Company on April 19, 1994 in
exchange for 683,443 shares of common stock (the "PSGS Merger"). The
transaction was valued at approximately $17 million. Upon
consummation of the PSGS Merger, the Company's principal operating
utility, Elizabethtown Gas Company, was merged with and into the
Company. The PSGS Merger was accounted for as a purchase in
accordance with generally accepted accounting principles, and the
results of operations of PSGS have been consolidated with those of the
Company as of April 19, 1994.
In addition to its gas distribution operations, the Company
provides gas sales and related services through its Natural Gas
Services, Inc. subsidiary; bill processing and related customer
services for utilities and municipalities through its Utility Billing
Services, Inc. subsidiary; and energy brokerage and related services
through its NUI Energy Brokers, Inc. subsidiary.
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.
Territory and Customers Served
Of the more than 354,000 customers served by the Company,
approximately 67% are in New Jersey and 33% are in the Southern
Division states. Approximately 54% of the Company's customers are
residential and commercial customers that purchase gas primarily for
space heating. The Company's operating revenues for fiscal 1995
amounted to $376.4 million, of which approximately 76% was generated
in New Jersey, and 24% was generated by operations in the Southern
Division states. Gas volumes sold or transported in fiscal 1995
amounted to 85.9 million Mcf (thousand cubic feet) of gas, of which
approximately 80% was sold or transported in New Jersey, and 20% was
sold or transported in the Southern Division states.
Northern Division
The Company, through its Northern Division, provides gas service to
approximately 237,000 customers in franchised territories within seven
counties, or portions thereof, in central and northwestern New Jersey.
The Northern Division's 1,300 square-mile service territory has a
total population of approximately 950,000. Most of the Northern
Division's customers are located in densely-populated central New
Jersey, where increases in the number of customers are primarily from
conversions to gas heating from alternative forms of heating. The
Northern Division's tariff contains a weather normalization clause
that is designed to help stabilize the Company's margins by increasing
amounts charged to customers when weather has been warmer than normal
and decreasing amounts charged when weather has been colder than
normal.
Effective January 1, 1995, the New Jersey Board of Public Utilities
(the "NJBPU") authorized new tariffs which are designed to provide for
the unbundling of natural gas transportation and sales service to
commercial and industrial customers. As of September 30, 1995, 165
commercial sales customers had transferred to transportation service
under the new tariff. The Company's industrial customers also have
the ability to transfer to transportation service and purchase their
gas from other suppliers. The rate charged to transportation
customers is less than the rate charged to firm industrial and
commercial sales customers because the transportation customer rate
does not include any cost of gas component. However, the operating
margins from both rates are substantially the same.
Despite the transfers to transportation service, the number of
commercial customers increased during fiscal 1995 reflecting the
Company's marketing emphasis on commercial conversions. In fiscal
1995, 35 schools and 588 businesses, which are subject to New Jersey
legislation requiring the registration, systematic testing and
monitoring of underground fuel oil and propane storage tanks,
converted to gas heating systems or switched from interruptible
service to commercial firm service. In addition, changing economic
conditions, coupled with environmental concerns and legislation, are
creating a market for natural gas for large commercial air
conditioning units and compressed natural gas fleet vehicles. The
Company also has an economic development program to help spur economic
growth and jobs creation which provides grants and reduced rates for
qualifying businesses that start up, relocate or expand within
designated areas.
In order to maximize the Company's gas supply portfolio, in fiscal
1995 the Company began selling available gas supply and excess
interstate pipeline capacity to third party customers and other gas
service companies. The price of gas sold to these customers is not
regulated by the NJBPU, and the NJBPU has authorized that 20% of the
margins realized from these sales be retained by the Company.
Southern Division
City Gas Company of Florida ("CGF"). CGF is the second largest
natural gas utility in Florida, supplying gas to over 95,000 customers
in Dade and Broward Counties in south Florida, and in Brevard and St.
Lucie Counties on the central eastern coast of Florida. CGF's service
areas cover approximately 850 square miles and have a population of
approximately 500,000. During fiscal 1995, CGF sold approximately 9.0
million Mcf of gas as follows: 22% sold to residential customers, 63%
sold to commercial and industrial customers and 15% transported to
commercial and industrial customers.
CGF's residential customers purchase gas primarily for water
heating, clothes drying and cooking. Some customers, principally in
Brevard County, also purchase gas to provide space heating during the
relatively mild winter season. The growth in the average number of
customers from fiscal 1993 to fiscal 1995 primarily reflects new
construction. CGF's commercial business consists primarily of
schools, businesses and public facilities, of which the number of
customers tends to increase concurrently with the continuing growth in
population within its service areas. CGF's industrial customers and
certain commercial customers are served under tariffs applicable to
"interruptible" customers.
North Carolina Gas Service ("NCGS"). The Company, through NCGS,
provides gas service to approximately 12,600 customers in Rockingham
and Stokes Counties in North Carolina, which territories comprise
approximately 560 square miles. During fiscal 1995, NCGS sold or
transported approximately 3.8 million Mcf of gas as follows: 20% sold
to residential customers, 13% sold to commercial customers, 43% sold
to industrial customers and 24% transported to commercial and
industrial customers. NCGS's tariff contains a weather normalization
clause, similar to that described under "Northern Division".
Elkton Gas Service ("Elkton"). The Company, through Elkton,
provides gas service to approximately 3,200 customers in franchised
territories comprising approximately 14 square miles within Cecil
County, Maryland. During fiscal 1995, Elkton sold approximately
512,000 Mcf of gas as follows: 34% sold to residential customers, 34%
sold to commercial customers and 32% sold to industrial customers.
Valley Cities Gas Service ("VCGS") and Waverly Gas Service ("WGS").
VCGS and WGS provide gas service to approximately 5,700 customers in
franchised territories comprising 104 square miles within Bradford
County, Pennsylvania and the Village of Waverly, New York and
surrounding areas, respectively. During fiscal 1995, VCGS and WGS
sold or transported approximately 3.7 million Mcf of gas as follows:
14% sold to residential customers, 7% sold to commercial customers, 6%
sold to industrial customers and 73% transported to commercial and
industrial customers.
Restructuring and Other Non-Recurring Charges
In fiscal 1995, the Company incurred approximately $8.6 million of
non-recurring charges for, among other things, a workforce reduction
program, achieved largely through an early retirement program, and the
consolidation of its Florida and PSGS operations. The Company's
workforce was reduced by 9% during fiscal 1995.
USE OF PROCEEDS
The net proceeds to the Company (excluding the Additional Shares)
from the sale of the Shares will be $31,140,000. The net proceeds
will be used for repaying a portion of the Company's long-term and
short-term indebtedness and for other general corporate purposes.
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Common Stock is listed on the NYSE and is traded under the
symbol "NUI". The following table sets forth, for the fiscal periods
indicated, the dividends declared and the high and low closing prices
per share of Common Stock, as reported by the NYSE:
Price Range
Fiscal Years Ended September 30 Quarterly High Low
Cash
Dividends
1994:
First Quarter $0.40 $29.00 $25.25
Second Quarter 0.40 28.75 24.125
Third Quarter 0.40 24.50 21.00
Fourth Quarter 0.40 22.75 17.75
1995:
First Quarter $0.225 $18.375 $13.50
Second Quarter 0.225 16.50 14.25
Third Quarter 0.225 17.50 14.625
Fourth Quarter 0.225 16.875 14.875
1996:
First Quarter $0.225 $17.50 $15.875
Second Quarter 0.225 19.00 17.125
Third Quarter through May 20, 1996 * 20.00 18.00
* On April 23, 1996, the Board of Directors of the Company declared a
quarterly cash dividend on Common Stock of $0.225 per share. Such
dividend is payable on June 15, 1996 to holders of Common Stock as
of May 17, 1996. Purchasers of the Shares will not be entitled to
receive this dividend.
The closing sale price of the Common Stock on May 20, 1996, on the
NYSE was $18.00 per share.
There were 7,009 shareholders of record of Common Stock at March 31,
1996.
It is the Company's intent to continue to pay quarterly dividends
in the foreseeable future. However, the Company's dividend policy is
reviewed on an ongoing basis and is dependent upon the Company's
earnings performance, expectations regarding future earnings, cash
flow, financial condition and capital requirements, and other factors.
The Company's long-term debt agreements include, among other
things, restrictions as to the payment of cash dividends. Under the
most restrictive of those provisions, as of March 31, 1996, the
Company would have been permitted to pay $34.6 million of cash
dividends.
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 Amended and
Restated Certificate of Incorporation of the Company (the "Certificate
of Incorporation"), the affirmative vote of the holders of at least
75% of all 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.
Transfer Agent and Registrar
First Chicago Trust Company of New York 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 establish from time to
time the number of shares to be included in each such series and to
fix the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions
thereof, as are stated in the resolution adopted by the Board
providing for the issuance 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 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 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, other than as discussed below under "Preferred Stock
Purchase Rights," 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,
its then existing shareholders and its other statutory constituencies.
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.
Preferred Stock Purchase Rights
Reference is made to the Rights Agreement, dated as of November 28,
1995 (the "Rights Agreement"), between the Company and Mellon
Securities Trust Company, as Rights Agent, filed with the SEC. The
following statements are qualified in their entirety by such
reference.
The Company has adopted a shareholder rights plan pursuant to which
holders of Common Stock outstanding at the close of business on
December 8, 1995 or issued thereafter are granted one preferred share
purchase right (the "Right") on each outstanding share of Common
Stock. The description and terms of the Rights are set forth in the
Rights Agreement. Certain of the capitalized terms used in the
following description have the meanings set forth in the Rights
Agreement.
Each Right, initially evidenced by and traded with shares of Common
Stock, entitles the registered holder to purchase one one-hundredth of
a share of the Company's Series A Junior Participating Preferred
Stock, no par value (the "Preferred Shares"), at a purchase price of
$50, subject to adjustment in certain circumstances, regulatory
approval and other specified conditions. The Rights will separate
from the Common Stock and will be exercisable only if a person or
group acquires 15% or more of the outstanding Common Stock or
announces a tender offer, the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of the
Common Stock.
If any person or group acquires 15% or more of the outstanding
Common Stock (other than an acquisition pursuant to an offer for all
outstanding shares of Common Stock at a price and on terms which the
majority of the independent Directors of the Company determine to be
fair to, and otherwise in the best interest of, the stockholders),
each Right will entitle its holder (other than such person or members
of such group), subject to regulatory approval and other specified
conditions, to purchase that number of shares of Common Stock (or, in
certain circumstances, cash property or other securities of the
Company) having a value of twice the Right's exercise price. In lieu
of requesting payment of the Purchase Price upon exercise of the Right
following any such event, the Company may provide that each Right be
exchanged for one share of Common Stock.
In addition, in the event that, at any time following the date when
any person or group acquires 15% or more of the outstanding Common
Stock, (i) the Company engages in a merger or consolidation in which
the Company is not the surviving corporation, (ii) the Company engages
in a merger or consolidation with another person in which the Company
is the surviving corporation, but in which all or part of its Common
Stock is changed or exchanged, or (iii) 50% or more of the Company's
assets or earning power is sold or transferred (except with respect to
clauses (i) and (ii), a merger or consolidation (a) which follows an
offer described in the preceding paragraph and (b) in which the amount
and form of consideration is the same as was paid in such offer),
proper provision will be made so that each Right would thereafter
entitle its holder to purchase that number of the acquiring company's
common shares having a value at that time of twice the Right's
exercise price.
At any time prior to the earlier of (i) the date on which an event
described in the second preceding paragraph occurs and (ii) November
28, 2005, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.001 per Right, payable in
cash or securities or both. The Rights will expire on November 28,
2005.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to
acquire the Company without conditioning the offer on the Rights being
redeemed or a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination
approved by the Board of Directors of the Company.
UNDERWRITING
The Underwriters named below (the "Underwriters"), acting through
their Representatives, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Dean Witter Reynolds Inc., and Edward D. Jones & Co.,
have severally agreed, subject to the terms and conditions of the
Purchase Agreement with the Company, to purchase from the Company the
number of Shares set forth below opposite their respective names. The
Underwriters are committed to purchase all such Shares if any are
purchased. Under certain circumstances, the commitments of non-
defaulting Underwriters may be increased.
Number of
Underwriter Shares
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................ 312,668
Dean Witter Reynolds Inc.......................... 312,666
Edward D. Jones & Co.............................. 312,666
Alex. Brown & Sons Incorporated................... 50,000
Donaldson, Lufkin & Jenrette
Securities Corporation...................... 50,000
A.G. Edwards & Sons, Inc.......................... 50,000
Goldman, Sachs & Co............................... 50,000
Janney Montgomery Scott Inc....................... 50,000
Lehman Brothers Inc............................... 50,000
Morgan Stanley & Co. Incorporated................. 50,000
NatWest Securities Limited........................ 50,000
PaineWebber Incorporated.......................... 50,000
Prudential Securities Incorporated................ 50,000
Smith Barney Inc.................................. 50,000
Advest, Inc....................................... 24,000
Allen & Company of Florida, Inc................... 24,000
Dominick & Dominick, Incorporated................. 24,000
Fahnestock & Co. Inc.............................. 24,000
Interstate/Johnson Lane Corporation............... 24,000
Ladenburg, Thalmann & Co. Inc..................... 24,000
Legg Mason Wood Walker, Incorporated.............. 24,000
McDonald & Company Securities, Inc................ 24,000
Raymond James & Associates, Inc................... 24,000
The Robinson-Humphrey Company, Inc................ 24,000
Ryan, Beck & Co................................... 24,000
Tucker Anthony Incorporated....................... 24,000
Wheat, First Securities, Inc...................... 24,000
----------
Total .................................. 1,800,000
==========
The Representatives of the Underwriters have advised the Company
that they propose initially to offer the shares to the public at the
Price to Public set forth on the cover page of this Prospectus, and to
certain dealers at such price less a concession not in excess of $.40
per share. The Underwriters may allow, and such dealers may reallow,
a discount not in excess of $.10 per share on sales to certain other
dealers. After the initial public offering, such concession and
discount may be changed.
The Company has granted the Underwriters an option, exercisable
within 30 days after the date of this Prospectus, to purchase
severally up to 200,000 additional Shares, solely for the purpose of
covering over-allotments, if any, at the Price to Public less the
Underwriting Discount set forth on the cover page of this Prospectus.
To the extent that the Underwriters exercise this option, each of the
Underwriters will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage of
additional Shares that the number of Shares to be purchased by it, as
shown in the foregoing table, bears to the 1,800,000 Shares offered
hereby.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act, or contribute to payments the Underwriters may be
required to make in respect thereof.
VALIDITY OF SHARES
The validity of the Shares will be passed upon for the Company by
James R. Van Horn, Esq., Bedminster, New Jersey, General Counsel and
Secretary of the Company, and Reid & Priest LLP, New York, New York,
special counsel to the Company. The validity of the Shares will be
passed upon for the Underwriters by Winthrop, Stimson, Putnam &
Roberts, New York, New York. Reid & Priest LLP and Winthrop, Stimson,
Putnam & Roberts may rely on the opinion of James R. Van Horn, 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, salesman or other person
has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus in
connection with the offer contained
in this Prospectus, and, if given or
made, such information or representations
must not be relied upon as having been
authorized by the Company or the
Underwriters. Neither the delivery of
this Prospectus nor any sale made
hereunder shall, under any circumstances,
create any implication that there has
been no change in the affairs of the
Company since the date as of which
information is given in this
Prospectus. This Prospectus does not
constitute an offer or solicitation
by anyone in any jurisdiction in which
such offer or solicitation is not
authorized or 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.
TABLE OF CONTENTS
Page
Available Information..... 2
Incorporation of Certain
Documents by Reference.... 2
Prospectus Summary........ 4
Map....................... 5
The Company............... 6
Use of Proceeds........... 8
Common Stock Dividends
and Price Range........... 8
Description of Capital
Stock..................... 9
Underwriting..............12
Validity of Shares........13
Experts...................13
1,800,000 Shares
[NUI Corporation Logo]
Common Stock
----------
PROSPECTUS
----------
Merrill Lynch & Co.
Dean Witter Reynolds Inc.
Edward D. Jones & Co.
May 20, 1996
APPENDIX TO ELECTRONIC FORMAT DOCUMENT
The Company's logo will appear on the front and back cover pages
of the Prospectus. The logo will contain the stylized words "NUI
Corporation", and the words "National Utility Investors", in block
letters, will appear immediately to the right of the stylized words.
A map of the eastern portion of the United States will be set
forth in the section of the Prospectus titled "MAP". Such map will
depict the states along the eastern coast of the United States and
certain states contiguous thereto and identify the states in which
Waverly Gas Service, Valley Cities Gas Service, Elizabethtown Gas
Company, Elkton Gas Service, North Carolina Gas Service and City Gas
Company of Florida operate.<PAGE>
