UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 18, 1997
NUI Corporation
(Exact Name of Registrant as Specified in its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
1-8353 22-1869941
(Commission File Number) (I.R.S. Employer Identification Number)
550 Route 202-106, P. O. Box 760, Bedminster, New Jersey 07921-0760
(Address of Principal Executive Offices) (Zip Code)
(908) 781-0500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or former Address, if Changed Since Last Report)
Item 5. Other Events
On February 18, 1997 NUI Corporation (the "Registrant")
announced that it had entered into a definitive agreement
(the "Agreement") to acquire a 49 percent interest in the
business of T.I.C. Enterprises, Inc. (" T.I.C.") through a
newly formed limited liability company. T.I.C., a Georgia-
based company with estimated 1996 annual revenues and net
income of approximately $14 million and $1.6 million,
respectively, is nationally recognized as a leader in sales
and marketing outsourcing. Companies - including Lucent
Technologies, Xerox Corporation(R) several regional Bell
operating companies and the Registrant's marketing
affiliate, NUI Energy, Inc. - have turned to T.I.C. to
market their products and services.
Under the terms of the Agreement, the Registrant will pay
T.I.C. $22 million in cash for a 49 percent interest, with
additional incentive payments - up to a maximum of $5.2
million - if 1997 earnings, before interest and taxes,
exceed $5 million. In addition, the Registrant has the
option, during a period beginning April 2001, to purchase
the remaining 51 percent interest in T.I.C. Consummation of
the transaction contemplated by the Agreement is subject to,
among other things, obtaining all necessary third-party
consents and other customary conditions, including receipt
of regulatory approvals.
A copy of the Registrant's related news release is annexed
as an exhibit.
Item 7. Financial Statements and Exhibits
c) Exhibits.
Exhibit-99 Press Release of NUI Corporation, dated February 18, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NUI CORPORATION
By: /s/ JOHN KEAN, JR.
Name: John Kean, Jr.
Title: President and Chief Executive
Officer
Date: February 26, 1997.
Exhibit-99
FOR IMMEDIATE RELEASE
NUI CORPORATION TO ACQUIRE 49 percent INTEREST IN
T.I.C. ENTERPRISES, INC.
Bedminster, NJ - February 18, 1997--NUI Corporation (NYSE:NUI)
announced today that it will acquire a 49 percent interest in the
business of T.I.C. Enterprises, Inc. (T.I.C.) through a newly formed
limited liability company. T.I.C., a Georgia-based company with 1996
annual revenues of approximately $14 million, is nationally recognized
as a leader in sales and marketing outsourcing. Companies --
including Lucent Technologies, Xerox Corporation(R), several regional
Bell operating companies and NUI's marketing affiliate, NUI Energy,
Inc. -- have turned to T.I.C. to market their products and services in
a highly effective and extremely profitable manner.
" NUI is driven to ensure we have the right core competencies and
the right bundle of products and services," said John Kean, Jr.,
President and Chief Executive Officer of NUI Corporation. T.I.C.
currently provides NUI with an effective, customer-driven retail sales
force, providing instant access to bundled products. We strongly
believe that T.I.C.'s fundamental strengths and proven track record
make it an excellent strategic fit under the NUI umbrella," Kean went
on to state.
James N. Greiff, President and Chief Executive Officer of T.I.C.
Enterprises, Inc. stated, "We are excited about entering into the
energy business with NUI, a respected player in the energy industry
with a progressive and innovative management team. T.I.C.'s ability
to aggregate customers and manage a national sales team will position
this partnership for rapid growth and solid financial performance.''
Under the agreement, NUI will pay T.I.C. $22 million in cash for
its interest, with additional incentive payments -- up to a maximum of
$5.2 million - when 1997 earnings, before interest and taxes, exceed
$5 million. In addition, NUI has the option, during a period
beginning April 2001, to purchase the remaining 51percent interest in
T.I.C. Subject to the receipt of required regulatory approvals, the
transaction is expected to close late May 1997. The Company
anticipates this transaction will not have a material impact on fiscal
1997 per share earnings; while fiscal 1998 per share earnings are
anticipated to benefit as a result of this transaction.
NUI Corporation (National Utility Investors; NYSE: NUI), based in
Bedminster, NJ, is a multi-state gas distribution, sales and service
company serving more than 360,000 customers along the eastern
seaboard. NUI's utility operations include Elizabethtown Gas Company
(NJ), City Gas Company of Florida, North Carolina Gas Service, Valley
Cities Gas Service (PA), Elkton Gas Service (MD) and Waverly Gas
Service (NY). The Company's affiliates include NUI Energy, Inc., NUI
Energy Brokers, Inc., NUI Environmental Group, Inc., Utility Business
Services, Inc. and NUI Sales Management, Inc.
Contact: Linda S. Lennox - (908) 719-4222
