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 year ended 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
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey 07921-0760
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH
AUDITORS' REPORT<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
Page
Report of Independent Public Accountants
Financial Statements:
Statement of Net Assets Available for Benefits 1
Statement of Changes in Net Assets Available for Benefits 2
Notes to Financial Statements 3-6
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
Year Ended 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:
We have audited the accompanying statement of net assets available for
benefits of the NUI Corporation Savings and Investment Plan ("Plan") as
of December 31, 1995 and 1994, and the related statement of changes in
net assets available for benefits for the year ended 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 1995 and 1994, and the changes in net
assets available for benefits for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for 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 audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
June 27, 1996 ARTHUR ANDERSEN LLP
New York, New York<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
1995 1994
ASSETS
Investments at market value
Wells Fargo Bank:
Insured Money Market Fund $ $ 2,640
2,670
Income Accumulation Fund 6,532,935 6,785,963
Asset Allocation Fund 4,162,780 2,857,786
Growth Stock Fund 2,578,921 1,754,052
S&P 500 Stock Fund 2,371,301 1,543,611
KCS Stock Fund 3,705,347 4,103,996
NUI Stock Fund 11,415,474 8,135,588
Loans to Participants 839,389 890,202
---------- ----------
Net Assets Available for Benefits $31,608,817 $26,073,838
========== ==========
The accompanying notes to financial statements are an
integral part of this statement.<PAGE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1995
<CAPTION>
Insured Income
Money Income Asset Growth
Market Accumulation Allocation Stock
Total Fund Fund Fund Fund
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation)
in Market Value of
<S> <C> <C> <C> <C> <C>
Investments $3,941,84 $ $ $758,946 $443,190
Interest 491,132 265 422,559 - -
Mutual Fund Income 496,231 - - 140,096 275,972
Contributions:
Participants' 1,612,434 - 275,897 223,836 166,652
Employer's, Net 493,642 - - - -
Rollovers 86,650 - 2,145 17,355 24,705
------ ---- ----- ------- -------
Total Additions 7,121,935 265 700,601 1,140,233 910,519
-------- -------- -------- ---------- -------
Deductions from Net
Assets Attributable to:
Benefits Paid to (1,572,494) (1,174) (538,861) (176,852) (213,673)
Participants
Expenses (14,462) (1,748) (3,579) (2,069) (1,380)
-------- ------ ------ ------ -------
Total Deductions (1,586,956) (2,922) (542,440) (178,921) (215,053)
--------- ------ ------- ------- -------
Interfund Transfers - 2,687 (411,189) 343,682 129,403
--------- ------ -------- ------- -------
Net Increase(Decrease) 5,534,979 30 (253,028) 1,304,994 849,869
Net Assets Available for
Benefits at
Beginning of the 26,073,838 2,640 6,785,963 2,857,786 1,754,052
Year ---------- ------ --------- --------- ---------<PAGE>
Net Assets Available
for Benefits at
End of the Year $31,608,817 $2,670 $6,532,935 $4,162,780 $2,578,921
========= ===== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
S&P 500 KCS Stock NUI Stock Loans to
Stock Fund Fund Fund Participants
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation
(Depreciation)in Market
Value of Investments $ 532,230 $(270,416) $2,477,896 $ -
Interest - - - 68,308
Mutual Fund Income 80,163 - - -
Contributions:
Participants' 156,593 - 789,456 -
Employer's, Net - - 493,642 -
Rollovers 42,445 - - -
------- ------- --------- -------
Total Additions 811,431 (270,416) 3,760,994 68,308
Deductions from Net
Assets Attributable to:
Benefits Paid to
Participants (86,344) (98,215) (419,245) (38,130)
Expenses (1,179) (380) (4,127) -
-------- -------- --------- -------
Total Deductions (87,523) (98,595) (423,372) (38,130)
Interfund Transfers 103,782 (29,638) (57,736) (80,991)
------- -------- --------- --------
Net Increase(Decrease) 827,690 (398,649) 3,279,886 (50,813)
Net Assets Available for
Benefits at
Beginning of the year 1,543,611 4,103,996 8,135,588 890,202
--------- --------- --------- -------
Net Asets Available for
Benefits at
End of the year $2,371,301 $3,705,347 $11,415,474 $839,389
========= ========= ========= =======
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31,1995 and 1994
1. Summary Description of the Plan
The NUI Corporation Savings and Investment Plan (the
Plan) is a defined contribution plan covering eligible
employees of NUI Corporation and its subsidiaries (the
Company). The Plan, as amended, conforms to the
requirements of the Employee Retirement Income Security
Act of 1974, as amended. The following description
provides only general information. See the Plan agreement
for a more complete description. See Note 5 for a
discussion of Plan amendments.
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. Participants investing in the NUI Stock Fund are
matched by the Company at 50% of their "basic''
contributions. "Basic" contributions invested in all
other funds are matched by the Company at 40%. The
matching percentage cannot be less than 25%. Participants
may make additional contributions of up to 10% 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 $4,546.<PAGE>
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 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.
In 1988, certain NUI subsidiaries participating in the
Plan were spun off to shareholders as KCS Energy, Inc. (KCS).
For each share of NUI common stock outstanding, one share of
KCS common stock was issued. KCS participants held
approximately 15.9% of Plan assets as of June 1, 1988, the
effective date of the spin-off. As a result of the spin-off,
KCS participants, through the KCS Stock Fund, can maintain
their balances in the Plan as of the date of spin-off;
however, they cannot make further contributions to the Plan
and may withdraw their balances in accordance with the
withdrawal provisions of the Plan.
2. Significant Accounting Policies
The financial statements have been prepared on the accrual basis of
accounting.
The Plan's investments in each Investment Fund are maintained in
shares/units and are reflected in the accompanying Statement of Net
Assets Available for Benefits at market value. The market value of the
Insured Money Market Fund 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 law 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 KCS and NUI
Stock Funds is based on published market quotations of the Funds'
underlying assets. Purchases and sales of assets are reflected on a
trade-date basis. The value of a share/unit is determined daily by
dividing the value of each Investment Fund by its total number of
outstanding shares/units.
The following is a summary of the share/unit values and
shares/units outstanding as of December 31, 1995 and 1994:<PAGE>
1995 1994
Share/Unit Shares/Units Share/Unit Shares/Units
Value Outstanding Value Outstanding
Income Accumulation $12.42 525,972 $11.65 582,661
Fund
Asset Allocation $11.75 354,279 $ 9.46 302,092
Fund
Growth Stock Fund $13.86 186,069 $11.22 156,333
S&P 500 Stock Fund $13.44 176,436 $10.17 151,781
KCS Stock Fund $ 5.65 655,814 $ 6.07 676,111
NUI Stock Fund $ 7.56 1,509,983 $ 5.86 1,338,326
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no distributions
payable to participants at December 31, 1995 and 1994.
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.
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 six separate
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.<PAGE>
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.
KCS Stock Fund - This fund is no longer designated as available
for investment by participants. Existing investments and earnings
thereon may continue to be invested in the KCS Stock Fund until
withdrawn or transferred to another fund in the Plan.
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 $2,670 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
July 22, 1995, which stated 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.
5. Plan Amendments
Effective June 1, 1995, the Plan was amended to include the non-
union employees of the Company's City Gas Company of Florida division
(City Gas). Any City Gas participants who were formally participants in
the City Gas Company of Florida Employee Stock Ownership Plan as of
March 31, 1995 shall be fully vested in his/her account balance at all
times. In addition, the Plan was amended for all eligible employees to
eliminate the twelve months of service requirement to participate in the
Plan.<PAGE>
EIN #22-1869941 Schedule I
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
Identity of Description Current
Issue of Investment Shares/Units Cost Value
Wells Fargo Insured Money
Bank*
Market Fund --- $2,670 $2,670
Income
Accumulation 525,972 $6,532,935 $6,532,935
Fund
Asset Allocation 354,279 $3,616,766 $4,162,780
Fund
Growth Stock 186,069 $2,254,356 $2,578,921
Fund
S & P 500 Stock 176,436 $1,921,477 $2,371,301
Fund
KCS Stock Fund 655,814 $6,534,758 $3,705,347
NUI Stock Fund 1,509,983 $13,980,418 $11,415,474
Participant Loans, at
Loans Interest
Rates Ranging
from
7.0% to 10.0% - $839,389 $839,389
* Represents a party in interest for the year ended December 31, 1995.<PAGE>
The accompanying notes to financial statements are an
integral part of this schedule.<PAGE>
EIN #22-1869941
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Identity Description No. of Purchase No. of
of Party of Asset Purchases Price Sales
Series of transactions with
Wells Fargo Bank, involving
securities that, in the
aggregate, exceed 5% of the
plan assets as of the
beginning of the year:
Wells Fargo
Bank Income
Accumulation
Fund 83 $584,928 82
NUI Stock Fund 107 $1,451,848 71
Identity of Description Selling Cost of Current Net Gain
Party of Asset Price Asset Value or(Loss)
of asset on
Transaction
Date
Wells Fargo Income $1,260,515 $1,260,515 $1,260,515 $ -
Bank Accumulation
Fund
NUI Stock $649,858 $921,873 $649,858 ($272,015)
Fund
*Represents a party in interest for the year ended 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
June 28, 1996 Plan Administrator
Robert F. Lurie
June 28, 1996 Plan Sponsor<PAGE>
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 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 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 28, 1996
