As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-0000000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NUI CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1869941
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
550 Route 202-206, Box 760 James R. Van Horn,
Bedminster, New Jersey 07921-0760 General Counsel and Secretary
(908)781-0500 550 Route 202-206, Box 760
Bedminster, New Jersey 07921-0760
(908)781-0500
(Address, including zip code, and (Name, address, including zip
telephone number including area code, code, and telephone including
of Registrant's principal executive including area code,
offices) of agent for service)
The Commission is requested to send copies of all orders,
communications and notices to:
John T. Hood, Esq. Michael F. Cusick, Esq.
Reid & Priest LLP Winthrop, Stimson, Putnam & Roberts
40 West 57th Street One Battery Park Plaza
New York, New York 10019-4097 New York, New York 10004-1490
Approximate date of commencement of proposed sale to public: as
soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class Amount to offering aggregate Amount of
of be price offering registration
securities to be registered per price(1) fee
registered share(1)
1,150,000 $22.375 $25,731,250 $7,798
Common Stock, No Par Shares
Value
Series A Junior 1,150,000 N/A N/A N/A
Participating Rights
Preferred Stock
Purchase Rights(2)
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933, as amended, solely for the purpose of calculating the
registration fee based on the average high and low prices of the
registrant's Common Stock as reported on the New York Stock
Exchange on August 13, 1997.
(2) Since no separate consideration is paid for the Series A
Junior Participating Preferred Stock Purchase Rights (the
"Rights"), the registration fee for such securities is included in
the fee for the Common Stock. The value attributable to the
Rights, if any, is reflected in the market price of the Common
Stock.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 15, 1997
PROSPECTUS
1,000,000 Shares
[NUI CORPORATION LOGO]
Common Stock
(No par value)
NUI Corporation (the "Company") is offering hereby 1,000,000 shares
of its common stock, no par value (the "Common Stock") and the
appurtenant Preferred Stock Purchase Rights (the "Rights" and,
together with the 1,000,000 shares of Common Stock, the "Shares").
The Common Stock is listed and traded on the New York Stock Exchange
(the "NYSE") under the symbol NUI. On August 14, 1997, the closing
sale price for the Common Stock on the NYSE was $22.375 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 ....... $ $ $
Total(3) ........ $ $ $
(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) Amounts shown are before deducting expenses payable by the
Company, estimated at $150,000.
(3) The Company has granted the Underwriters an option,
exercisable within 30 days after the date of this Prospectus, to
purchase up to 150,000 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 $________, $________ and $________,
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
_________________, 1997.
Merrill Lynch & Co. Morgan Stanley Dean Witter<PAGE>
The date of this Prospectus is , 1997.
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 by any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE
IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE
AFFECT THE PRICE OF THE SHARES. SUCH TRANSACTIONS MAY
INCLUDING STABILIZING, THE PURCHASE OF SHARES TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY
BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
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 SEC maintains a Web site that
contains reports, proxy and information statements and
other information regarding registrants, including the
Company; the address of such site is http://www.sec.gov.
The Common Stock is listed for trading on 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 (together with all exhibits and amendments thereto, 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, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996, March 31, 1997 and
June 30, 1997;
3. The Company's Current Report on Form 8-K, dated
February 26, 1997; 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.<PAGE>
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 1,000,000 shares
Shares) ........................................
Common Stock Outstanding as of July 31, 1997 ... 11,352,425 shares
Common Stock Closing Price Range per Share
(August 15, 1996 through August 14, 1997) .... $18.125 - $23.50
Common Stock Closing Price on August 14, 1997 .. $22.375
NYSE Symbol .................................... NUI
Indicated Annual Dividend Per Share ............ $0.94
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 Fiscal Years Ended
Months Ended September 30,
June 30,
1997
(Unaudited) 1996 1995(1) 1994(2)(3)
Income statement
data:
Operating revenues $ 559,372 $ 468,978 $ 376,445 $ 405,240
Operating margins 167,798 163,298 153,266 144,646
Operations and
maintenance
expenses 93,419 94,497 90,523 90,904
Operating income 34,463 32,881 23,859 25,840
Net income 18,448 14,896 5,517 10,780
Net income,
excluding non-
recurring items $ 18,448 $ 14,489 $ 11,074 $ 9,586
Weighted average
number of shares
of Common Stock
outstanding 11,122,876 9,819,431 9,152,837 8,617,790
Net income per
share of Common
Stock $1.66 $1.52 $0.60 $1.25
Net income per
share of Common
Stock, excluding
non-recurring items $1.66 $1.52 $1.21 $1.11
Dividends paid per
share of Common
Stock $0.93 $0.90 $0.90 $1.60
(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.<PAGE>
June 30, 1997 (unaudited)
Actual As Adjusted(1)
Amount Percent Amount Percent
Balance sheet data:
Total assets $720,862 $720,862
Capital lease obligations 9,454 9,454
Current portion of long-
term debt and capital lease
obligations 1,439
Notes payable to banks 60,730
Capitalization
Common shareholders'
equity 200,122 46.5% $ %
Long-term debt $230,100 53.5% %
------- ---- ------- ---
Total capitalization $430,222 100% $ %
======= === ======= ===
(1) As adjusted for the issuance and anticipated use of the net
proceeds from the sale of the Shares (excluding the Additional
Shares) of $ __________.
MAP
[Map of locations of Registrant's utility operations.]<PAGE>
THE COMPANY
General
The Company was incorporated in New Jersey in 1969, and is engaged
primarily in the sale and transportation of natural gas. The Company
serves more than 359,000 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 addition to gas distribution operations, the Company provides
retail gas sales and related services through its NUI Energy, Inc.
subsidiary (formerly Natural Gas Services, Inc.); bill processing and
related customer services for utilities and municipalities through its
Utility Business Services, Inc. subsidiary (formerly Utility Billing
Services, Inc.); and wholesale energy brokerage and related service
through its NUI Energy Brokers, Inc. subsidiary. In February 1997,
the Company formed a wholly owned, indirect subsidiary, NUI Sales
Management, Inc. ("NUI Sales").
On May 19, 1997, NUI Sales acquired a 49% limited liability
company interest in T.I.C. Enterprises, L.L.C. ("TIC") for a purchase
price of $22 million. TIC engages in the business of recruiting,
training and managing sales professionals and serving as sales and
marketing representatives for various businesses, including NUI
Energy, Inc. The acquisition was effective as of January 1, 1997 and
is being accounted for under the equity method. Under the terms of an
LLC Interest Purchase Agreement, TIC will continue the business
previously conducted by T.I.C. Enterprises, Inc. Such agreement also
includes a provision for an additional incentive payment up to a maximum
of $5.2 million if TIC's fiscal 1997 earnings, before interest and taxes,
exceed $5 million. In addition, NUI Sales has the option, during the
period beginning April 1, 2001 (subject to a one-year extension by the
seller), to purchase the remaining 51% interest in TIC. The excess of
the purchase price over the Company's share of the underlying equity in
net assets of TIC is estimated on a preliminary basis to be
approximately $20 million and is being amortized on a straight
line basis over a 15 year period. If the Company is required to make an
additional incentive payment as set forth above, such amount will also
be amortized on a straight line basis over 15 a year period.
The principal executive offices of the Company are located at 550
Route 202-206, Bedminster, New Jersey 07921-0760, telephone (908) 781-
0500.
Territory and Customers Served
The Company's utility operations serve more than 359,000 customers,
of which approximately 67% are in New Jersey and 33% are in the
Southern Division states. Approximately 54% of the Company's utility
customers are residential and commercial customers that purchase gas
primarily for space heating. The Company's operating revenues for
fiscal 1996 amounted to $469 million, of which approximately 66% was
generated by utility operations in the Northern Division, 22% was
generated by utility operations in the Southern Division states and
12% by the Company's unregulated activities. Gas volumes sold or<PAGE>
transported in fiscal 1996 amounted to 105.7 million Mcf, of which
approximately 65% was sold or transported in New Jersey, 17% was sold
or transported in the Southern Division states and 18% represented
unregulated sales. An Mcf is a basic unit of measurement for natural
gas comprising 1,000 cubic feet of gas.
Northern Division
The Company, through its Northern Division, provides gas service to
approximately 239,000 customers in franchised territories within seven
counties 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.
Effective January 1, 1995, the New Jersey Board of Public Utilities
(the "NJBPU") authorized new tariffs to provide for the unbundling of
natural gas transportation and sales service to commercial and
industrial customers. As of September 30, 1996, 845 commercial sales
customers had switched to transportation-only service under the new
tariff. Despite the transfer to transportation service, the
commercial sales market continues to grow. In fiscal 1996, 27 schools
and 490 businesses converted to gas heating systems with the Company
or switched from interruptible service to commercial firm service.
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.
The Company's industrial customers also have the ability to switch
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.
The Northern Division's "interruptible" customers have alternative
energy sources and use gas on an "as available" basis. Variations in
the volume of gas sold or transported to these customers do not have a
significant effect on the Company's earnings because, in accordance
with New Jersey regulatory requirements, 90% to 95% of the margins
that otherwise should be realized on gas sold or transported to
interruptible customers are used to reduce gas costs charged to firm
sales customers.
The Company provides gas sales and transportation services
comprising 20% of the primary fuel requirements of a 614 megawatt
cogeneration facility that began commercial operation in New Jersey in
July 1992 to supply electric power to New York City. In fiscal 1996,
sales and transportation of gas to this customer accounted for
approximately 5% of the Company's operating revenues and approximately
7% of total gas sold or transported. The Company was authorized by
the NJBPU to retain a total of approximately $2.3 million of the
operating margins realized from these sales. The Company reached this
maximum during fiscal 1995 and, therefore, all margins realized from
the sale of gas to this customer in fiscal 1996 were used to reduce
gas costs charged to firm customers.
In order to maximize the value of the Company's gas supply
portfolio, in fiscal 1995 the Company began selling available gas
supply and excess interstate pipeline capacity to other gas service
companies and to customers located outside of the Company's service
territories. The price of gas sold to these customers is not
regulated by the NJBPU, however, the NJBPU has authorized the Company
to retain 20% of the margins realized from these sales. The remaining
80% of these margins is used to reduce gas costs charged to firm
customers.
Southern Division
City Gas Company of Florida ("CGF"). CGF is the second largest
natural gas utility in Florida, supplying gas to over 97,000 customers
in Dade and Broward Counties in south Florida, and in Brevard, Indian
River and St. Lucie Counties in central Florida. CGF's service areas
cover approximately 3,000 square miles and have a population of
approximately 1.7 million.
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. Year-to-year growth in the average
number of residential customers primarily reflects new construction.
The rate of residential market growth was lower in fiscal 1996 as
compared with fiscal 1995 reflecting the application of more selective
investment feasibility standards. The rate of residential market
growth is expected to increase in fiscal 1997 as more central Florida
residential projects have qualified for main extensions under the
Company's investment feasibility standards, principally reflecting
lower Company costs to complete projects and more effective marketing
practices.
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. As with its residential markets, the Company is
seeking to maximize the utilization of its existing mains by
emphasizing marketing efforts toward potential commercial business
along these lines.
CGF's industrial customers and certain commercial customers are
served under tariffs applicable to "interruptible" customers. Unlike
the Company's Northern Division, CGF's interruptible customers do not
generally have alternative energy sources, although their service is
on an "as available" basis. The Company retains all of the operating
margins from sales to these customers.
North Carolina Gas Service ("NCGS"). The Company, through NCGS,
provides gas service to approximately 13,100 customers in Rockingham
and Stokes Counties in North Carolina, which territories comprise
approximately 560 square miles. During fiscal 1996, NCGS sold or
transported approximately 3.9 million Mcf of gas as follows: 24% sold
to residential customers, 14% sold to commercial customers, 44% sold
to industrial customers and 18% transported to commercial and
industrial customers.
Elkton Gas Service ("Elkton"). The Company, through Elkton,
provides gas service to approximately 3,400 customers in franchised
territories comprising approximately 14 square miles within Cecil
County, Maryland. During fiscal 1996, Elkton sold approximately
603,000 Mcf of gas as follows: 34% sold to residential customers, 38%
sold to commercial customers and 28% sold to industrial customers.
Valley Cities Gas Service ("VCGS") and Waverly Gas Service ("WGS").
VCGS and WGS provide gas service to approximately 6,100 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 1996, VCGS and WGS
sold or transported approximately 3.9 million Mcf of gas as follows:
15% sold to residential customers, 8% sold to commercial customers, 9%
sold to industrial customers and 68% transported to commercial and
industrial customers.
USE OF PROCEEDS
The net proceeds to the Company (excluding the Additional Shares)
from the sale of the Shares are estimated to be $ million.
Approximatley $22 million of the net proceeds will be used for repaying
short-term indebtedness of the Company incurred to finance the acquisition
of a 49% limited liability company interest in TIC by NUI Sales. Such
short-term indebtedness consists of revolving credit loans with a
weighted average borrowing rate of 5.813% per annum from May 16, 1997
(the date on which funds were borrowed for the TIC acquisition)
through August 14, 1997. Any remainder of the net proceeds will be
used for 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 trading prices
per share of Common Stock, as reported by the NYSE:
Price Range
Fiscal Years Ended September 30 Quarterly High Low
Cash
Dividends
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 $17.75 $15.75
Second Quarter .............. 0.225 19.25 17.125
Third Quarter ............... 0.225 20.00 16.75
Fourth Quarter .............. 0.225 20.00 16.50
1997:
First Quarter ............... $0.235 $23.50 $18.875
Second Quarter .............. 0.235 23.625 19.25
Third Quarter ............... 0.235 22.50 19.00
Fourth Quarter through 0.235 23.375 19.75
August 14, 1997 .............
The closing sale price of the Common Stock on August 14, 1997, on
the NYSE was $22.375 per share.
There were 6,851 shareholders of record of Common Stock at July 31,
1997.
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 June 30, 1997, the Company
would have been permitted to pay $40.7 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
the required voting percentage for the 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 of Directors of the Company (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.
The provisions described above 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 Common Stock over the then market price of such Common Stock.<PAGE>
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. Certain of the capitalized terms used in the following
description have the meanings set forth in the Rights Agreement.
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.
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 shareholders),
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) more than 50% 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 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.
UNDERWRITING
The Underwriters named below (the "Underwriters"), acting through
their representatives, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated (the
"Representatives"), 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 ...............
Morgan Stanley & Co. Incorporated ....
---------
Total 1,000,000
=========
The Representatives 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 $ per share. The
Underwriters may allow, and such dealers may reallow, a discount not
in excess of $ 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 150,000 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 1,000,000 Shares offered
hereby.
Until the distribution of the Shares is completed, rules of the SEC
may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the Shares. As an exception to these
rules, the Representatives are permitted to engage in certain
transactions that stabilize the price of the Shares. Such
transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the Shares.
If the Underwriters create a short position in the Shares in
connection with the offering, i.e., if they sell more than are set
forth on the cover page of this Prospectus, the Representatives may
reduce that short position by purchasing Shares in the open market.
The Representatives may also elect to reduce any short position by
exercising all or part of the over-allotment option described above.
The Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the
Representatives purchase Shares in the open market to reduce the
Underwriters' short position or to stabilize the price of the Shares,
they may reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those Shares as part
of the offering.
In general, purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price of
the security to be higher than it might be in the absence of such
purchases. The imposition of a penalty bid might also have an effect
on the price of a security to the extent that it were to discourage
resales of the security.
Neither the Company nor any of the Underwriters makes any
representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of
the Shares. In addition, neither the Company nor any of the
Underwriters makes any representation that the Representatives will
engage in such transactions or that such transactions, once commenced,
will not be discontinued without notice.
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, Vice President and
Secretary of and General Counsel to 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 Schedule
and audited Summary Consolidated Financial Data included or incorporated
by reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report thereon,
and are incorporated herein by reference in reliance upon the authority
of said firm as experts in giving said report.
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 9
Description of Capital
Stock 9
Underwriting 12
Validity of shares 13
Experts 13<PAGE>
1,000,000 Shares
[NUI CORPORATION LOGO]
Common Stock
PROSPECTUS
Merrill Lynch & Co.
Morgan Stanley Dean Witter
_______ __, 1997<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission Registration Fee $ 7,798
Printing and engraving expenses ............... 35,000
Stock exchange listing fees ................... 7,000
Transfer Agents' and Registrars' charges ...... 1,000
Counsel fees .................................. 70,000
Accountants' fee .............................. 25,000
Miscellaneous expenses ........................ 4,202
Total ...................................... $150,000
__________
* All amounts other than the Securities and Exchange Commission
registration fee are estimated.
Item 15. Indemnification of Directors and Officers.
Article X of the Certificate of Incorporation reads as follows:
"(a) A Director or officer of the Company shall not be
personally liable to the Company or its Shareholders for monetary
damages for breach of fiduciary duty as Director or officer, as
the case may be, except to the extent that such exemption from
liability or limitation of liability is not permitted under the
New Jersey Business Corporation Act as currently in effect or as
subsequently amended. No amendment to or repeal of this Article
X and no amendment to or repeal or termination of effectiveness
of any law permitting the exemption from or limitation of
liability provided for in this Article X shall apply to or have
any effect on the liability or alleged liability of any Director
or officer for or with respect to any acts or omissions of that
director or officer occurring prior to such amendment, repeal or
termination of effectiveness.
(b)(1) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigate (hereinafter a
"proceeding"), by reason of the fact that such person or anyone
for whom such person is the legal representative, is or was a
Director or officer of the Company or is or was serving at the
request of the Company as a Director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action or inaction in an official capacity as a Director,
officer, employee or agent or in any other capacity while serving
as a Director, officer, employee or agent, shall be indemnified
and held harmless by the Company to the fullest extent authorized
by the New Jersey Business Corporation Act or any other law, as
the same exists or may hereafter be amended (but in the case of
any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights
than said law permitted the Company to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person
who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in
this paragraph (b), the Company shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Company. The right to indemnification conferred in this
paragraph (b) shall be a contract right and shall include the
right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that, if the New Jersey Business
Corporation Act requires, the payment of such expenses incurred
by a Director or officer in his or her capacity as a Director or
officer of the Company (and not in any other capacity in which
service was or is rendered by such person while a Director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such Director or officer, to
repay all amounts so advanced unless it shall ultimately be
determined that such Director or officer is entitled to be
indemnified under this Section or otherwise. The Company may, by
action of its Board of Directors, provide indemnification to
employees and agents of the Company with the same scope and
effect as the foregoing indemnification of Directors and
officers.
(2) Right of Claimant to Bring Suit. If a claim under
subparagraph (b)(1) is not paid in full by the Company within 30
days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim and, if
successful in whole or part, the claimant shall be entitled to be
paid also the expense (including, without limitation, reasonable
attorney fees) of prosecuting such claim. It shall be a defense
to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Company) that the
claimant has not met the standards of conduct which make it
permissible under the New Jersey Business Corporation Act for the
Company to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Company. Neither
the failure of the Company (including its Board of Directors,
independent legal counsel, or its Shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct
set forth in the New Jersey Business Corporation Act nor an
actual determination by the Company (including its Board of
Directors, independent legal counsel, or its Shareholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(3) Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this paragraph (b)
shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, by-law, agreement, vote of
Shareholders or disinterested Directors or otherwise.
(4) Insurance. The Company may maintain insurance, at its
expense, to protect itself and any Director, officer, employee or
agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss
under the New Jersey Business Corporation Act."
Pursuant to New Jersey Business Corporation Act, Section 14A:3-5, a
New Jersey corporation may indemnify its directors, officers,
employees or agents in their capacities as such, or when serving as
such for any other enterprise at the request of the corporation (each
such person a "Corporate Agent"), against expenses and liabilities in
connection with any proceedings. Good faith and a reasonable belief
that the conduct was in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, no reasonable
cause to believe that the conduct was unlawful, must be found by a
majority vote of a quorum of disinterested directors, by independent
legal counsel in a written opinion or by the shareholders. In
proceedings by or in the right of the corporation, a Corporate Agent,
when the above standards of conduct are found as set forth in the
previous sentence, may be indemnified for expenses. However, if the
court judges a Corporate Agent liable to the corporation, no
indemnification shall be provided except as the court deems proper. A
Corporate Agent must be indemnified against expenses by the
corporation to the extent such Corporate Agent has been successful on
the merits or otherwise in a proceeding arising out of such Corporate
Agent's duties. A corporation may pay the expenses incurred by a
Corporate Agent in advance of final disposition of the proceeding if
such payments are authorized by the board of directors of the
corporation upon the receipt of an undertaking by or on behalf of such
Corporate Agent to repay such amount if it shall be ultimately
determined that such Corporate Agent is not entitled to
indemnification under Section 14A:3-5 of the New Jersey Business
Corporation Act.
The Purchase Agreement contains provisions for indemnification by
the Underwriters of the Company and directors and officers against
certain liabilities.
The Registrant has insurance policies covering certain of its
liabilities and expenses which might arise in connection with its
lawful indemnification of its directors and officers for certain of
their liabilities and expenses. In addition, the Registrant carries
liability insurance on behalf of its directors and officers against
expenses incurred in any proceeding and any liabilities asserted
against them by reason of their being or having been a director or
officer.<PAGE>
Item 16. Exhibits.
Exhibit
No.
Description Reference
1 Form of Purchase Agreement To be filed by
amendment
4(i) Amended and Restated Certificate Incorporated by
of Incorporation, amended and reference to Exhibit
restated as of December 1, 1995 3(i) of Registrant's
Annual Report on
Form 10-K for Fiscal
1995
4(ii) By-Laws, amended and restated as Incorporated by
of October 24, 1995 reference to Exhibit
3(ii) of
Registrant's Annual
Report on Form 10-K
for Fiscal 1995
4(iii) Rights Agreement, dated as of Incorporated by
November 28, 1995, between the reference to Exhibit
Company and Mellon Securities 10.1 of Registrant's
Trust Company, as Rights Agent Current Report on
Form 8-K, filed
December 1, 1995
5(i) Opinion of James R. Van Horn, Filed herewith
Esq.
5(ii) Opinion of Reid & Priest LLP Filed herewith
23(i) Consent of James R. Van Horn, Filed herewith
Esq. (contained in
Exhibit 5(i))
23(ii) Consent of Reid & Priest LLP Filed herewith
(contained in
Exhibit 5(ii))
23(iii) Consent of Arthur Andersen LLP Filed herewith
24 Power of Attorney Filed herewith (see
page II-6)<PAGE>
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 15 above or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities being offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) For purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 15th day of August, 1997.
NUI CORPORATION
By: /s/ John Kean, Jr.
John Kean, Jr., President<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints John Kean, Jr.
and James R. Van Horn and each of them severally his or her true and
lawful attorneys-in-fact and agents, with full power and authority,
including power of substitution and resubstitution, and in his or her
name, place and stead in any and all capacities, separately to execute
in the name of each such person, and to file, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, any and all amendments (including
post-effective amendments) to this Registration Statement as such
attorneys-in-fact and agents, or their respective substitutes or any
of them separately, executing such amendments deem necessary or
advisable to enable NUI Corporation to comply with the Securities Act
of 1933 and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, granting to said
attorneys-in-fact, agents and substitutes full power and authority to
do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, and does hereby ratify
and confirm all that such attorneys-in-fact, agents or substitutes or
any of them separately, may lawfully do or cause to be done by virtue
thereof.
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.
Signature Title Date
/s/ John Kean, Jr. President, Chief August 15, 1997
John Kean, Jr. Executive Officer and
Director (principal
executive officer)
/s/ John Kean Chairman and Director August 15, 1997
John Kean
/s/Stephen M. Liaskos Controller (principal August 15, 1997
Stephen M. Liaskos financial and accounting
officer)
/s/ Calvin R. Carver Director August 15, 1997
Calvin R. Carver
/s/ Vera King Farris Director August 15, 1997
Vera King Farris
/s/ James J. Forese Director August 15, 1997
James J. Forese
/s/ Bernard S. Lee Director August 15, 1997
Bernard S. Lee
/s/ R. Van Whisnand Director August 15, 1997
R. Van Whisnand
/s/ John Winthrop Director August 15, 1997
John Winthrop<PAGE>
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>
NUI CORPORATION
EXHIBIT INDEX
Number Description Sequentially
Numbered
Pages
5(i) Opinion of James R. Van Horn,
Esq.
5(ii) Opinion of Reid & Priest LLP
23(iii) Consent of Arthur Andersen LLP<PAGE>
Exhibit 5(i)
Bedminster, New Jersey
August 15, 1997
NUI Corporation
550 Route 202-206, Box 760
Bedminster, New Jersey 07921-0760
Ladies and Gentlemen:
I am are acting as counsel for NUI Corporation
(the "Company") in connection with the proposed issuance and
sale by it of additional shares of its Common Stock, without
par value (the "Stock"), and the preferred stock purchase
rights appurtenant thereto (the "Rights"), as contemplated
by the registration statement on Form S-3 proposed to be
filed by the Company with the Securities and Exchange
Commission on or about the date hereof for the registration
of the Stock and the Rights under the Securities Act of
1933, as amended (the "Act"), as it may be amended, said
registration statement being hereinafter called the
"Registration Statement".
I am of the opinion that the Company is a
corporation validly organized, existing and in good standing
under the laws of the State of New Jersey.
I am further of the opinion that, subject to the
qualifications hereinafter expressed, when:
(a) the Registration Statement shall have become
effective under the Act;
(b) all regulatory approvals legally required for
the issuance by the Company of authorized but unissued
shares of Stock, including the Rights appurtenant
thereto, shall have been obtained,
(c) the Company's Board of Directors or a duly
authorized committee thereof shall have taken such
action as may be necessary to authorize the issuance
and sale of the Stock on the terms set forth in or
contemplated by the Registration Statement, as to be
amended or supplemented, and the exhibits thereto, and
to authorize such other action as may be necessary in
connection with the consummation of the issuance and
sale of the Stock,
(d) the Stock shall have been issued, sold and
delivered by the Company to the purchasers against
payment therefor, all as contemplated by, and in
conformity with, the acts, proceedings and documents
referred to above and the Company's Amended and
Restated Certificate of Incorporation, as amended, and
(e) the Rights appurtenant to the Stock shall
have been issued in accordance with the terms of the
Rights Agreement dated as of November 28, 1995 between
the Company and Mellon Securities Trust Company,
the Stock will have been validly issued and will be fully
paid and non-assessable and the Rights will have been duly
and validly issued.
I am a member of the New Jersey bar and do not
hold myself out as an expert on the law of any other state.
As to matters of Florida, Maryland, New York, North Carolina
and Pennsylvania law, I have examined or caused to be
examined such documents and satisfied myself as to such
matters as I have deemed necessary in order to render this
opinion.
I hereby authorize and consent to the use of this
opinion as Exhibit 5(i) to the Registration Statement, and
authorize and consent to the references to me in the
Registration Statement and in the prospectus constituting a
part thereof. I further consent to the reliance upon this
opinion by Reid & Priest LLP for purposes of such firm's
opinion to you of even date herewith.
Very truly yours,
/s/ James R. Van Horn
James R. Van Horn<PAGE>
Exhibit 5(ii)
New York, New York
August 15, 1997
NUI Corporation
550 Route 202-206, Box 760
Bedminster, New Jersey 07921-0760
Ladies and Gentlemen:
We are acting as special counsel to NUI
Corporation (the "Company") in connection with the proposed
issuance and sale by it of additional shares of its Common
Stock, without par value (such shares hereinafter referred
to as the "Stock"), and the preferred stock purchase rights
appurtenant thereto (the "Rights"), as contemplated by the
registration statement on Form S-3 proposed to be filed by
the Company with the Securities and Exchange Commission on
or about the date hereof for the registration of the Stock
and the Rights under the Securities Act of 1933, as amended
(the "Act"), as it may be amended, said registration
statement being hereinafter called the "Registration
Statement".
We are of the opinion that, subject to the
qualifications hereinafter expressed, when:
(a) the Registration Statement shall have become
effective under the Act;
(b) all regulatory approvals legally required for
the issuance by the Company of authorized but unissued
shares of Stock, including the Rights appurtenant
thereto, shall have been obtained,
(c) the Company's Board of Directors or a duly
authorized committee thereof shall have taken such
action as may be necessary to authorize the issuance
and sale of the Stock on the terms set forth in or
contemplated by the Registration Statement, as to be
amended or supplemented, and the exhibits thereto, and
to authorize such other action as may be necessary in
connection with the consummation of the issuance and
sale of the Stock,
(d) the Stock shall have been issued, sold and
delivered by the Company to the purchasers against
payment therefor, all as contemplated by, and in
conformity with, the acts, proceedings and documents
referred to above and the Company's Amended and
Restated Certificate of Incorporation, as amended, and
(e) the Rights appurtenant to the Stock shall
have been issued in accordance with the terms of the
Rights Agreement dated as of November 28, 1995 between
the Company and Mellon Securities Trust Company,
the Stock will have been validly issued and will be fully
paid and non-assessable and the Rights will have been duly
and validly issued.
We are members of the Bar of the State of New York
and do not hold ourselves out as experts on the laws of any
other state. Accordingly, in rendering this opinion, we
have relied, as to the incorporation of the Company and as
to all other matters governed by the laws of Florida,
Maryland, New Jersey, North Carolina and Pennsylvania, and
as to all matters governed by New York law in connection
with paragraph (b) above, upon the opinion of even date
herewith of James R. Van Horn, Esq., General Counsel and
Secretary of the Company, which is being filed as Exhibit
5(i) to the Registration Statement.
We hereby authorize and consent to the use of this
opinion as Exhibit 5(ii) to the Registration Statement, and
authorize and consent to the references to our firm in the
Registration Statement and in the prospectus constituting a
part thereof.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP<PAGE>
Exhibit 23(iii)
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 19, 1996 included in the NUI Corporation Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 and
to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
August 15, 1997
