SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the period April 1, 1995 (inception) through December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________to _____________
Commission file number 1-8353
NUI CORPORATION SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey 07921-0760
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN<PAGE>
for
COLLECTIVE BARGAINING EMPLOYEES
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995
TOGETHER WITH
AUDITORS' REPORT<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
Page
Report of Independent Public Accountants
Financial Statements:
Statement of Net Assets Available for Benefits 1
Statement of Changes in Net Assets Available
for Benefits for the Period April 1, 1995 (inception) 2
through December 31, 1995
Notes to Financial Statements 3-6
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1995 7
II - Item 27d-Schedule of Reportable Transactions
for the Period April 1, 1995 (inception)
through December 31, 1995 8
All other supplemental schedules are omitted since they are not
applicable or are not required based on the disclosure requirements of
the Employee Retirement Income Security Act of 1974 and the applicable
regulations issued by the Department of Labor.<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
NUI Corporation Savings and Investment Plan for Collective Bargaining
Employees:
We have audited the accompanying statement of net assets available for
benefits of the NUI Corporation Savings and Investment Plan for
Collective Bargaining Employees ("Plan") as of December 31, 1995 and the
related statement of changes in net assets available for benefits for the
period from April 1, 1995 (inception) through December 31, 1995. These
financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 1995 and the changes in net assets
available for benefits for the period from April 1, 1995 (inception)
through December 31, 1995, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The Fund Information in the statement of changes in net assets available
for benefits is presented for the purpose of additional analysis rather
than to present the changes in net assets available for plan benefits of
each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as
a whole.
June 27, 1996 ARTHUR ANDERSEN LLP
New York, New York<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1995
ASSETS
Investments at market value
Wells Fargo Bank:
Insured Money Market Fund $ 67
Income Accumulation Fund 35,204
Asset Allocation Fund 23,478
Growth Stock Fund 97,621
S&P 500 Stock Fund 146,996
NUI Stock Fund 142,070
Loans to Participants 1,001
-------
Net Assets Available for Benefits $ 446,437
==========
The accompanying notes to financial statements are an
integral part of this statement.<PAGE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Period April 1, 1995 (inception) through December 31, 1995
<CAPTION>
Insured
Money Income Asset
Market Accumulation Allocation
Total Fund Fund Fund
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation
(Depreciation)
in Market Value of
Investments $ 22,534 $ - $ - $1,401
Interest 803 17 786 -
Mutual Fund
Income 13,255 - - 319
Contributions:
Participants' 329,811 - 35,024 20,057
Employer's, Net 68,542 - - -
Rollovers 17,570 - 1,757 1,757
------ ------ ------- ------
Total Additions 452,515 17 37,567 23,534
------- ------ ------- ------
Deductions from Net Assets
Attributable to:
Benefits Paid to
Participants (3,400) (22) (611) -
Expenses (2,678) - (268) (183)
-------- ----- ------- ------
Total Deductions (6,078) (22) (879) (183)
-------- ----- ------- ------
Interfund Transfers - 72 (1,484) 127
------- ------ ------- ------
Net Assets Available for
Benefits at
End of the Year $446,437 $ 67 $35,20 4 $ 23,478
========= ====== ====== =======
</TABLE>
<TABLE>
<CAPTION>
Growth S&P 500 NUI Stock Loans to
Stock Fund Stock Fund Fund Participants
<S> <C> <C> <C> <C> <S>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation
(Depreciation)in
Market Value of
Investments $ (3,497) $ 10,226 $ 14,404 $ -
Interest - - - -
Mutual Fund Income 9,539 3,397 - -
Contributions:
Participant's 91,237 123,651 59,842 -
Employer's net - - 68,542 -
Rollovers 1,757 10,542 1,757 -
------- ------- ------ ----
Total Additions 99,036 147,816 144,545 -
Deductions from Net Assets
Attributable to:
Benefits Paid to
Participants (137) (1,239) (1,391) -
Expenses (773) (978) (516) -
------- ------- ------ ----
Total Deductions (870) (2,217) (1,907) -
------- ------- ------ ----
Interfund Transfers (545) 1,397 (568) 1,001
------- ------- ------ -----
Net Assets Available for
Benefits at End of
the year $ 97,621 $146,996 $142,070 $1,001
======= ======= ======= =====
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD APRIL 1, 1995 (INCEPTION) THROUGH DECEMBER 31, 1995
1. Summary Description of the Plan
The NUI Corporation Savings and Investment Plan for Collective
Bargaining Employees (the Plan) is a defined contribution plan
established April 1, 1995 covering eligible employees of NUI Corporation
and its subsidiaries (the Company). Eligible employees are those whose
compensation and conditions of employment are covered by a collective
bargaining agreement which calls for participation in the Plan, providing
the employee has completed twelve months of service. The Plan conforms
to the requirements of the Employee Retirement Income Security Act of
1974, as amended. The following description provides only general
information. See the Plan agreement for a more complete description.
The Plan allows eligible employees who participate to make "basic"
contributions of up to 6% of their annual base pay, which are matched by
contributions by the Company. Participant contributions are matched at a
rate of 25% of their "basic" contributions. Participants may make
additional contributions of up to 4% of their annual base pay, providing
these contributions do not exceed limits imposed by the Internal Revenue
Code of 1986, as amended (the Code). These additional contributions are
not matched by the Company. Contributions may be made on a before-tax or
after-tax basis as permitted by tax regulations.
Company contributions are invested in the NUI Stock Fund, unless the
participant has reached age 55, whereby they can direct the investment of
these contributions into any fund. Participant contributions may be
invested in the following funds: Income Accumulation Fund, Asset
Allocation Fund, Growth Stock Fund, S&P 500 Stock Fund and the NUI Stock
Fund, as designated by the participants. A Plan participant is vested at
all times in the amount of his/her contributions and earnings thereon. A
participant becomes 50% vested in the Company contributions after 36
months of service, 75% after 48 months of service and 100% after 60
months of service. An eligible employee with five or more years of
service with the Company becomes fully vested upon entering the Plan. A
participant also becomes fully vested upon attaining his/her normal
retirement date as an employee, or upon his/her death or disability.
Forfeitures of a participant's non-vested account balances can be used to
pay Plan fees and/or reduce Company contributions, as directed by the
Plan Administrator. Forfeitures during the year ended December 31, 1995
were $67.
Participants may borrow up to 50% of the value of the vested portion
of their accounts, excluding the Company match portion of their accounts,
as calculated on the effective date of the loan up to a maximum of
$50,000.
The interest rate is the prime rate plus 1% at the time of the loan.
The term of the loan cannot exceed five years, nor be less than one
year. If a participant's employment is terminated for any reason, the
remaining unpaid loan balance becomes immediately due and payable, and if
unpaid, may become a taxable distribution. Loan repayments are credited<PAGE>
to a participant's account based upon the participant's investment
election for new contributions.
Although it has not expressed any intent to do so, the Company has
the right under the Plan agreement to terminate the Plan or completely
discontinue contributions. Upon either of these two events, all
employees would become 100% vested. Benefits would be distributed to
participants upon termination of the Plan.
2. Significant Accounting Policies
The financial statements have been prepared on the accrual basis of
accounting.
The Plan's investments in each Investment Fund are maintained in
shares/units and are reflected in the accompanying Statement of Net
Assets Available for Benefits at market value. The market value of the
Insured Money Market Funds, and loans to participants is based on cost
which approximates market value. The market value of the Income
Accumulation Fund is determined in good faith and in the best judgment of
the investment officers of Wells Fargo Bank, N.A. (Wells Fargo) in
accordance with accepted accounting practices, applicable laws and
regulations, and procedures formulated by Wells Fargo. The market value
of the Asset Allocation, Growth Stock and S&P 500 Stock Funds is based on
the Funds' published quotation. The market value of the NUI Stock Fund
is based on published quotations of the Fund's underlying assets.
Purchases and sales of assets are reflected on a trade-date basis. The
value of a share/unit is determined daily by dividing the value of each
Investment Fund by its total number of outstanding shares/units.
The following is a summary of the share/unit values and shares/units
outstanding as of December 31, 1995:
Share/Unit Shares/Units
Value Outstanding
Income Accumulation Fund $12.42 2,834
Asset Allocation Fund $11.75 1,998
Growth Stock Fund $13.86 7,043
S&P 500 Stock Fund $13.44 10,937
NUI Stock Fund $11.90 11,939
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no distributions
payable to participants at December 31, 1995.
Recordkeeping, Investment Fund Election Changes and Loan fees are
paid by the participants from their accounts. Investment Management fees
are also paid by the participants and are included as a reduction of the
investment return. All other fees of the Plan (e.g. legal, accounting,
tax, etc.) are paid by the Company.<PAGE>
Plan assets are invested in various mutual funds, any of which could
from time-to-time utilize financial derivatives. Generally accepted
accounting principles require the investment managers of such funds to
list in their financial statements the amount and purpose of such
derivatives. Upon request, participants can be provided with copies of
the funds' financial statements directly from Wells Fargo and should
refer to these for information on this issue. Derivative securities are
not used for speculative purposes. When derivatives are used, it is
simply to manage a fund into a market-neutral position to attempt to
match the return of a stated benchmark.
3. Investment Funds
Wells Fargo is the Trustee, Recordkeeper and Custodian of the Plan.
Effective January 1, 1996, BZW Barclays Global Investors, N.A. acquired
Wells Fargo and assumed these duties. The Plan consists of five separate
investment funds (Investment Funds) as follows:
Income Accumulation Fund - This fund seeks to provide a stable
return while preserving value by investing in U.S. government and agency
securities, and other short-term fixed-income securities.
Asset Allocation Fund - This fund seeks to achieve a high level of
long-term total return at reasonable risk by shifting investments among
three asset classes: common stocks, U.S. Treasury long-term bonds and
money market instruments.
Growth Stock Fund - This fund seeks to provide investors an above-
average rate of return by investing primarily in small and medium-sized
companies whose growth rates in earnings and revenues are expected to be
above average.
S&P 500 Fund - This fund seeks to achieve a long-term total rate of
return approximating the total rate of return of the stocks comprising
the S&P 500 index.
NUI Stock Fund - This fund is invested and dividends are reinvested
in common stock of NUI Corporation.
The Plan also uses an Insured Money Market Fund as a pass-through of
amounts in and out of the Investment Funds. The balance in this Fund of
$67 represents Plan forfeitures which were unallocated as of December 31,
1995. Interest and other income earned by the Investment Funds are
reinvested by the Trustee in accordance with the terms of the Plan.
4. Federal Income Taxes
The Internal Revenue Service issued a determination letter, dated
November 20, 1995, stating that the Plan, as designed, met the
requirements of Section 401 (a) of the Code and was exempt from taxation.
Under present Federal income tax law, a participant is not taxed
currently on any before-tax contributions or Company contributions to the
Plan, income earned by the Plan, or gain on the sale of securities held
by the Plan until the participant's account is distributed to him/her or
made available to him/her without restriction. Participants are taxed
currently on the amount of their after-tax contributions.<PAGE>
<TABLE>
<CAPTION>
Summit
Insured Trust
Money Income Company
Market Accumulation Shares Participant
Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
Investments at
market value
Insured Money
Market Fund $415,173 $ - $ 47,797 $ - $ 462,970
Income
Accumulation
Fund - 13,423,920 - 13,423,920
Common Stock of
NUI
Corporation - - 11,625,225 - 11,625,225
Common Stock of
KCS
Energy, Inc. - - 7,209,874 - 7,209,874
Participant loans - - - 655,385 655,385
Participant
deposits
and other - 45,792 14,965 - 60,757
receivables
Accrued loans
payable - (9,000) - - (9,000)
Interfund
transfers - 11,474 (11,474) - -
-------- ------- --------- -------- ----------
Net Assets
Available
for Benefits $415,173 $13,472,186 $18,886,387 $655,385 $33,429,131
======== ========== ========== ======= ==========
</TABLE>
5. Federal Income Taxes
The Internal Revenue Service (IRS) issued a determination letter,
dated June 16, 1986, stating that the Plan, as then designed, met the
requirements of Section 401 (a) of the Internal Revenue Code (Code) and
was exempt from taxation. The Plan has been amended since receipt of the<PAGE>
determination letter, and the Company has recently filed for a new
determination letter. The Plan's management believes that the Plan is
currently designed and being operated in compliance with the requirements
of Section 4O1 (a) of the Code. Therefore, the Plan's management
believes that the Plan is qualified and the related trust is tax exempt.
Under present Federal income tax law, a participant is not taxed
currently on any before-tax contributions or Company contributions to the
Plan, income earned by the Plan, or gain on the sale of securities held
by the Plan until the participant's account is distributed to him/her or
made available to him/her without restriction. Participants are taxed
currently on the amount of their after-tax contributions. The Tax Reform
Act of 1986 set certain limits on the amount of employee tax deferred
contributions to such Plans.
6. Plan Amendments
Effective January 1, 1995, the Company match to Participants
investing in the NUI Stock Fund will be matched by the Company at 50% of
their "basic contributions" of up to 6% of their annual base pay. Basic
contributions invested in all other funds, will be matched by the Company
at 40%.
Effective June 1, 1995, the Plan was expanded to include the non-
union employees of the Company's City Gas Company of Florida division.<PAGE>
EIN #22-1869941 Schedule I
PLAN #007
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
Description Current
Identity of of Investment Shares/Units Cost Value
Issue
Wells Fargo
Bank*
Insured Money
Market Fund - $ 67 $ 67
Income
Accumulation Fund 2,834 $ 35,204 $ 35,204
Asset Allocation
Fund 1,998 $ 22,100 $ 23,478
Growth Stock Fund 7,043 $101,222 $ 97,621
S & P 500 Stock
Fund 10,937 $136,805 $146,996
NUI Stock Fund 11,939 $127,751 $142,070
Participant Loans, at
Loans Interest
Rate of 9.75% - $ 1,001 $ 1,001
* Represents a party in interest for the period April 1, 1995
(inception) through December 31, 1995.
The accompanying notes to financial statements are an
integral part of this schedule.<PAGE>
EIN #22-1869941 Schedule II
PLAN #007
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD APRIL 1, 1995 (INCEPTION) THROUGH DECEMBER 31, 1995
Identity Description No. of Purchase No. of Selling
of Party of Asset Purchases Price Sales Price
Wells Fargo
Bank*
Income
Accumulation
Fund 38 $ 36,649 11 $ 2,231
Asset
Allocation Fund 48 $ 22,473 2 $ 396
Growth Stock
Fund 46 $103,337 5 $ 2,219
S&P 500 Stock
Fund 47 $137,205 2 $ 434
NUI Stock Fund 42 $129,308 6 $ 1,643
Current
Value of
Asset on
Identity Description Cost of Transaction Net Gain
of Party of Asset Asset Date or (Loss)
Wells Fargo
Bank* Income
Accumulation
Fund $2,231 $2,231 $ -
Asset
Allocation
Fund $ 373 $ 396 $ 23
Growth
Stock Fund $2,115 $2,219 $ 104
S&P 500
Stock Fund $ 399 $ 434 $ 35
NUI Stock Fund $1,558 $1,643 $ 85
*Represents a party in interest for the period April 1, 1995
(inception) through December 31, 1995.
The accompanying notes to financial statements are an
integral part of this schedule.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
NUI CORPORATION
Richard J. O'Neill
Plan Administrator
June 28, 1996
Robert F. Lurie
Plan Sponsor
June 28, 1996<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 27, 1996, included in this Form 11-K,
into the Company's previously filed Registration Statements File No.
33-56509 relating to Amendment No. 1 to Form S-3 Registration Statement,
File No. 33-51459 relating to NUI Direct, File No. 33-57183 relating to
the Savings and Investment Plan, File No. 33-24169 relating to the 1988
Stock Plan, File No. 333-02425 relating to the 1996 Stock Option and
Stock Award Plan, File No. 333-02421 relating to the Employee Stock
Purchase Plan, and File No. 333-02423 relating to the 1996 Director
Stock Purchase Plan.
ARTHUR ANDERSEN LLP
New York, New York
June 27, 1996
