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 September
18, 1997, the last reported sale price for the Common Stock on
the NYSE was $23.25 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 . . . . $23.25 $.815 $22.435
Total(3) . . . . $23,250,000 $815,000 $22,435,000
=================================================================
(1) The Company has agreed to indemnify the Underwriters
against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended.
See "Underwriting."
(2) 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 $26,737,500,
$937,250 and $25,800,250, 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
September 24, 1997.
-----------------
MERRILL LYNCH & CO. MORGAN STANLEY DEAN WITTER
-----------------
The date of this Prospectus is September 18, 1997.
<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 INCLUDE 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
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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.
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<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
Shares) . . . . . . . . . . . . . . . . . . . . 1,000,000 shares
Common Stock Outstanding as of July 31, 1997 . 11,382,679 shares
Common Stock Closing Price Range per Share
(August 30, 1996 through September 18, 1997) $18.75 - $23.625
Common Stock Closing Price on September 18,
1997 . . . . . . . . . . . . . . . . . . . . . $23.25
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
MONTHS ENDED
JUNE 30, FISCAL YEARS ENDED
1997 SEPTEMBER 30,
------------ --------------------------
1994(2)
(UNAUDITED) 1996 1995(1) (3)
----------- ---- ------- -------
INCOME STATEMENT
DATA:
Operating revenues $ 559,372 $ 468,978$ 376,445 $ 405,240
Operating margins 167,798 163,928 153,266 144,646
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 $ 14,896$ 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.
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<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 1,439
Notes payable to banks . . 60,730 38,295
Capitalization
Common shareholders'
equity . . . . . . . . . $200,122 46.5% $222,557 49.2%
Long-term debt . . . . . 230,100 53.5% 230,100 50.8%
------- ----- ------- -----
Total capitalization $430,222 100% $452,657 100%
======= ===== ======= =====
------------------
(1) As adjusted for the issuance and anticipated use of the
net proceeds from the sale of the Shares (excluding the
Additional Shares) of $22,435,000.
MAP
[Map of locations of Registrant's utility operations.]
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<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 a 15 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
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.
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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. During
fiscal 1996, CGF sold or transported approximately 10.1 Mcf of
gas as follows: 21% sold to residential customers, 40% sold to
commercial customers, 21% sold to industrial customers and 18%
transported to commercial and industrial customers.
CGF's residential customers purchase gas primarily for water
heating, clothes drying and cooking. Some customers, principally
in Brevard County, also purchase gas to provide space heating
during the relatively mild winter season. 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.
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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.
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USE OF PROCEEDS
The net proceeds to the Company (excluding the Additional
Shares) from the sale of the Shares will be $22,435,000.
Approximately $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. The 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
----------------------
QUARTERLY
CASH
FISCAL YEARS ENDED SEPTEMBER 30 DIVIDENDS HIGH LOW
------------------------------- --------- ---- ---
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
September 18, 1997 . . . . . . 0.235* 24.00 19.75
__________________
* On July 22, 1997, the Board of Directors of the Company
declared a quarterly cash dividend of $0.235 per share. Such
dividend was payable on September 15, 1997 to holders of
Common Stock as of August 15, 1997. Purchasers of the Shares
will not be entitled to receive this dividend.
The closing sale price of the Common Stock on September 18,
1997, on the NYSE was $23.25 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
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<PAGE>
"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.
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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.
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.
-11-
<PAGE>
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
Underwriters Shares
------------ ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . 300,000
Morgan Stanley & Co. Incorporated . . 300,000
A.G. Edwards & Sons, Inc. . . . . . . 50,000
Janney Montgomery Scott Inc. . . . . 50,000
Edward D. Jones & Co., L.P. . . . . . 50,000
Legg Mason Wood Walker, Incorporated
50,000
NatWest Securities Limited . . . . . 50,000
PaineWebber Incorporated . . . . . . 50,000
Prudential Securities Incorporated . 50,000
Smith Barney Inc. . . . . . . . . . . 50,000
---------
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
$0.46 per share. The Underwriters may allow, and such dealers
may reallow, a discount not in excess of $0.10 per share on sales
to certain other dealers. After the initial public offering,
such concession and discount may be changed.
The Company has granted the Underwriters an option,
exercisable within 30 days after the date of this Prospectus, to
purchase severally up to 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.
The Company has agreed that, for a period of 90 days from the
date of this Prospectus, it will not, without the prior written
consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated,
sell any share of Common Stock, except for (i) Common Stock to be
sold in this offering, (ii) any shares granted pursuant to
existing employee benefit plans, (iii) any shares issued pursuant
to dividend reinvestment or certain stock purchase plans, (iv)
any shares issued upon the exercise of any Right or (v) any
shares issued upon the exercise of an outstanding option or
warrant.
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 Shares than
are set forth on the cover page of this Prospectus, the
Representatives may reduce that short position by purchasing
shares of Common Stock 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.
-12-
<PAGE>
The Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the
Representatives purchase shares of Common Stock 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 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.
-13-
<PAGE>
=================================================================
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
=================================================================
=================================================================
1,000,000 SHARES
[NUI CORPORATION LOGO]
COMMON STOCK
------------------
PROSPECTUS
------------------
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
SEPTEMBER 18, 1997
=================================================================
<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 consist of the stylized word
"NUI".
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.
