NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from________________to______________
Commission file number 1-8353
NUI CORPORATION SAVINGS AND INVESTMENT PLAN
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey 07921-0760<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1994
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH
AUDITORS' REPORT<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1994
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
Page
Report of Independent Public Accountants
Financial Statements:
Statement of Net Assets Available for Benefits 1
Statement of Changes in Net Assets Available for Benefits 2
Notes to Financial Statements 4-8
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1996 9
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1996 10
All other supplemental schedules are omitted since they are not
applicable or are not required based on the disclosure requirements of
the Employee Retirement Income Security Act of 1974 and the applicable
regulations issued by the Department of Labor.<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1994
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
NUI Corporation Savings and Investment Plan:
We have audited the accompanying statement of net assets available for
benefits of the NUI Corporation Savings and Investment Plan ("Plan")
as of December 31, 1996 and 1995, and the related statement of changes
in net assets available for benefits for the year ended December 31,
1996. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1996 and 1995, and the changes
in net assets available for benefits for the year ended December 31,
1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purposes of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the
statement of changes in net assets available for benefits is presented
for the purpose of additional analysis rather than to present the
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
June 26, 1997 ARTHUR ANDERSEN LLP
New York, New York<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1994
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1996 and 1995
1996 1995
ASSETS
Investments at market value
Barclays Global Investors
Insured Money Market Fund $ $ 2,670
4,492
Income Accumulation Fund 6,883,704 6,532,935
Asset Allocation Fund 4,629,093 4,162,780
Growth Stock Fund 3,230,576 2,578,921
S&P 500 Stock Fund 3,464,290 2,371,301
KCS Stock Fund 7,939,343 3,705,347
NUI Stock Fund 16,862,837 11,415,474
LifePath 2000 - Masterworks 19,475 -
LifePath 2010 - Masterworks 22,018 -
LifePath 2020 - Masterworks 48,165 -
LifePath 2030 - Masterworks 20,161 -
LifePath 2030 - Masterworks 20,113 -
Templeton Foreign Fund 87,354 -
Loans to Participants 935,507 839,389
---------- ----------
Net Assets Available for Benefits $44,167,138 $31,608,817
========== ==========
The accompanying notes to financial statements are an
integral part of this statement.
1<PAGE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1996
<CAPTION>
Insured Income Asset
Money Accumulation Allocation Growth
Market Fund Fund Stock Fund
Total Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation
in Market Value of
Investments $9,973,601 $ - $ - $ 64,606 $ 243,902
Interest 454,949 277 374,580 - -
Mutual Fund Income 571,568 - - 411,987 44,524
Contributions:
Participants' 1,837,366 - 247,092 217,647 254,882
Employer's, Net 566,864 - - - -
Rollovers 369,726 - 4,969 10,103 158,906
--------- ------- -------- ------- -------
Total Additions 13,774,074 277 626,641 703,343 702,214
---------- ------- -------- ------- -------
Deductions from Net Assets
Attributable to:
Benefits Paid to
Participants (1,198,752) (468) (533,186) (127,136) (74,417)
Expenses (16,999) (3,455) (3,155) (1,986) (1,909)
---------- ------- -------- ------- -------
Total Deductions (1,215,748) (3,923) (536,341) (129,122) (76,326)
---------- ------- -------- ------- -------
Interfund Transfers -- 5,469 260,469 (108,908) 25,766
---------- ------- -------- ------- -------
Net Increase 12,558,322 1,823 350,769 466,313 651,654
Net Assets Available for
Benefits at
Beginning of the Year 31,608,817 2,670 6,532,935 4,162,780 2,578,921
---------- ------- -------- --------- ---------
Net Assets Available
for Benefits at
End of the Year $44,167,138 $4,492 $6,883,704 $4,629,093 $3,230,576
=========== ====== ========= ========= =========
</TABLE>
<TABLE>
S&P 500 KCS Stock NUI Stock Lifepath 2000
Stock Fund Fund Fund Fund
<CAPTION>
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributible to:
Investment Income:
Net Appreciation in
Market Value of
Investments $ 486,819 $ 4,942,095 $ 4,230,463 $ 277
Interest -- -- -- --
Mutual Fund 110,987 -- -- 198
Income
Contributions:
Participants' 221,282 -- 892,318 --
Employer's Net -- -- 566,864 --
Rollovers 185,840 -- 9,908 --
--------- ---------- ---------- ----------
Total 1,004,928 4,942,095 5,699,552 475
Additions --------- ---------- ---------- ----------
Deductions from Net Assets
Attributable to:
Benefits paid to
participants (109,251) (86,153) (251,320) --
Expenses (1,823) (457) (4,232) --
-------- ---------- ---------- ----------
Total Deductions (111,074) (86,581) (255,553) --
-------- ---------- ---------- ----------
Interfund Tranfer: 199,136 (621,519) 3,363 19,000
-------- ---------- ---------- ----------
Net Increase 1,092,990 4,233,995 5,447,362 19,475
Net Assets Available
for Benefits at
Beginning of the Year 2,371,301 3,705,347 11,415,474 --
--------- ----------- ----------- ----------
Net Assets Available
for Benefits at
End of the Year $3,464,290 $ 7,939,343 $ 16,862,837 $ 19,475
========= ========== ========== ==========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement<PAGE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1996
<CAPTION>
LifePath LifePath LifePath LifePath Templeton Loans to
2010 Fund 2020 Fund 2030 Fund 2040 Fund Foreign Fund Participants
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation)
in Market Value of
Investments $ 551 $ 1,421 $ 911 $ 1,042 $ 1,513 $ -
Interest - - - - - 80,092
Mutual Fund Income 173 313 155 72 3,159 -
Contributions:
Participants' 294 580 - - 3,271 -
Employer's, Net - - - - - -
Rollovers - - - - - -
------- ------ ------ ------ ------ -------
Total Additions 1,018 2,314 1,066 1,114 7,944 80,092
------- ------ ------ ------ ------ -------
Deductions from Net Assets
Attributable to:
Benefits Paid to
Participants - - - - - (16,821)
Expenses - - - - (7) -
------- ------ ------ ------- ------- -------
Total Deductions - - - - (7) (16,821)
------- ------ ------ ------- ------- -------
Interfund Transfers 21,000 45,853 19,096 19,000 79,427 32,847
------- ------ ------ ------- ------- -------
Net Increase 22,018 48,185 20,161 20,113 87,364 96,118
Net Assets Available for
Benefits at
Beginning of the Year - - - - - 839,389
------- ------ ------ ------- ------ -------
Net Assets Available for
Benefits at
End of the Year $22,018 $48,165 $20,161 $20,113 $87,364 $935,507
======= ====== ====== ======= ====== =======
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1996 and 1995
1. Summary Description of the Plan
The NUI Corporation Savings and Investment Plan (the Plan) is a
defined contribution plan covering eligible employees of NUI
Corporation and its subsidiaries (the Company). The Plan, as amended,
conforms to the requirements of the Employee Retirement Income
Security Act of 1974, as amended. The following description provides
only general information. See the Plan agreement for a more complete
description. See Note 5 for a discussion of Plan amendments.
The Plan allows eligible employees who participate to make "basic"
contributions of up to 6% of their annual base pay, which are matched
by contributions by the Company. Participants investing in the NUI
Stock Fund are matched by the Company at 50% of their "basic"
contributions. "Basic" contributions invested in all other funds are
matched by the Company at 40%. The matching percentage cannot be less
than 25%. Participants may make additional contributions of up to 10%
of their annual base pay, providing these contributions do not exceed
limits imposed by the Internal Revenue Code of 1986, as amended (the
Code). These additional contributions are not matched by the Company.
Contributions may be made on a before-tax or after-tax basis as
permitted by tax regulations.
Company contributions are invested in the NUI Stock Fund, unless the
participant has reached age 55, whereby they can direct the investment
of these contributions into any fund. Participant contributions may be
invested in the following funds: Income Accumulation Fund, Asset
Allocation Fund, Growth Stock Fund, S&P 500 Stock Fund, the LifePath
Funds, Templeton Foreign Fund, and the NUI Stock Fund, as designated
by the participants. A Plan participant is vested at all times in the
amount of his/her contributions and earnings thereon. A participant
becomes 50% vested in the Company contributions after 36 months of
service, 75% after 48 months of service and 100% after 60 months of
service. An eligible employee with five or more years of service with
the Company becomes fully vested upon entering the Plan. A
participant also becomes fully vested upon attaining his/her normal
retirement date as an employee, or upon his/her death or disability.
Forfeitures of a participant's non-vested account balances can be used
to pay Plan fees and/or reduce Company contributions, as directed by
the Plan Administrator. Forfeitures during the year ended December
31, 1996 were $11,685.
Participants may borrow up to 50% of the value of the vested portion
of their accounts, excluding the Company match portion of their
accounts, as calculated on the effective date of the loan up to a
maximum of $50,000. The interest rate is the prime rate plus 1% at
the time of the loan. The term of the loan cannot exceed five years,
nor be less than one year. If a participant's employment is terminated
for any reason, the remaining unpaid loan balance becomes immediately due
and payable, and if unpaid, may become a taxable distribution. Loan
repayments are credited to a participant's account based upon the
participant's investment election for new contributions.<PAGE>
Although it has not expressed any intent to do so, the Company
has the right under the Plan agreement to terminate the Plan. Upon
termination, all employees would become 100% vested and benefits
would be distributed to participants.
In 1988, certain NUI subsidiaries participating in the Plan were
spun off to shareholders as KCS Energy, Inc. (KCS). For each share
of NUI common stock outstanding, one share of KCS common stock was
issued. KCS participants held approximately 15.9% of Plan assets as
of June 1, 1988, the effective date of the spin-off. As a result of
the spin-off, KCS participants, through the KCS Stock Fund, can
maintain their balances in the Plan as of the date of spin-off;
however, they cannot make further contributions to the Plan and may
withdraw their balances in accordance with the withdrawal provisions
of the Plan.
2. Significant Accounting Policies
The financial statements have been prepared on the accrual basis
of accounting.
The Plan's investments in each Investment Fund are maintained in
shares/units and are reflected in the accompanying Statement of Net
Assets Available for Benefits at market value. The market value of
the Insured Money Market and loans to participants is based on cost
which approximates market value. The market value of the Income
Accumulation Fund is determined in good faith and in the best judgment
of the investment officers of BZW Barclays Global Investors, N.A.
(Barclays) in accordance with accepted practices, applicable law and
regulations, and procedures formulated by Barclays. The market value
of the Asset Allocation, Growth Stock, LifePath Funds, Templeton
Foreign Fund, and S&P 500 Stock Funds is based on the Funds' published
quotation. The market value of the KCS and NUI Stock Funds is based
on published market quotations of the Funds' underlying assets.
Purchases and sales of assets are reflected on a trade-date basis.
The value of a share/unit is determined daily by dividing the value of
each Investment Fund by its total number of outstanding shares/units.<PAGE>
The following is a summary of the share/unit values and
shares/units outstanding as of December 31, 1996 and 1995:
1996 1995
Share/Unit Shares/Units Share/Unit Shares/Units
Value Outstanding Value Outstanding
Income Accumulation Fund $13.14 523,850 $12.42 525,972
LifePath 2000 $10.85 1,795 $ - -
LifePath 2010 $12.14 1,814 $ - -
LifePath 2020 $12.95 3,719 $ - -
LifePath 2030 $13.62 1,480 $ - -
LifePath 2040 $14.48 1,389 $ - -
Templeton Foreign Fund $10.36 8,443 $ - -
Asset Allocation Fund $11.92 388,347 $11.75 354,279
Growth Stock Fund $15.32 210,873 $13.86 186,069
S&P 500 Stock Fund $15.91 217,743 $13.44 176,436
KCS Stock Fund $13.43 591,165 $ 6.65 655,814
NUI Stock Fund $ 10.18 1,656,467 $ 7.56 1,509,983
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no distributions
payable to participants at December 31, 1996 and 1995.
Recordkeeping, Investment Fund Election Changes and Loan fees are
paid by the participants from their accounts. Investment Management
fees are also paid by the participants and are included as a reduction
of the investment return. All other fees of the Plan (e.g. legal,
accounting, tax, etc.) are paid by the Company.
Plan assets are invested in various mutual funds, any of which
could from time-to-time utilize financial derivatives. Generally
accepted accounting principles require the investment managers of such
funds to list in their financial statements the amount and purpose of
such derivatives. Upon request, participants can be provided with
copies of the funds' financial statements directly from Barclays and
should refer to these for information on this issue. Derivative
securities are not used for speculative purposes. When derivatives
are used, it is simply to manage a fund into a market-neutral
position, to attempt to match the return of a stated benchmark.
3. Investment Funds
Wells Fargo is the Trustee, Recordkeeper and Custodian of the
Plan. Effective January 1, 1996, BZW Barclays Global Investors, N.A.
acquired Wells Fargo and assumed these duties. The Plan consists of
twelve separate funds (Investment Funds) as follows:
Income Accumulation Fund - This fund seeks to provide a stable
return while preserving value by investing in U.S. government and
agency securities, and other short-term fixed-income securities.
Asset Allocation Fund - This fund seeks to achieve a high level
of long-term total return at reasonable risk by shifting investments
among three asset classes: common stocks, U.S. Treasury long-term
bonds and money market instruments.
Growth Stock Fund - This fund seeks to provide investors an
above-average rate of return by investing primarily in small and
medium-sized companies whose growth rates in earnings and revenues are
expected to be above average.
S&P 500 Fund - This fund seeks to achieve a long-term total rate
of return approximating the total rate of return of the stocks
comprising the S&P 500 index.
KCS Stock Fund - This fund is no longer designated as available
for investment by participants. Existing investments and earnings
thereon may continue to be invested in the KCS Stock Fund until
withdrawn or transferred to another fund in the Plan.
NUI Stock Fund - This fund is invested and dividends are
reinvested in common stock of NUI Corporation.
Effective August 1, 1996, the Board of Directors amended the Plan
by adding the following two investment funds.
Templeton Foreign Fund - This is an international equity fund
that seeks long-term capital growth. Principal investments are in
stocks and debt obligations of companies and governments outside the
United States.
LifePath Funds - These are asset allocation funds that change
their investment mix based on the expected risk and return of the
different asset classes in which they invest. LifePath represents a
family of five funds with each fund name containing a target date; the
nearer the target date the more conservatively the fund invests. The
objective of each fund is to maximize return while maintaining a level
of risk appropriate to its target date.
The Plan also uses an Insured Money Market Fund as a pass-through
of amounts in and out of the Investment Funds. The balance in this
Fund of $4,492 represents Plan forfeitures which were unallocated to
participant accounts as of December 31, 1996.
Interest and other income earned by the Investment Funds are
reinvested by the Trustee in accordance with the terms of the Plan.
4. Federal Income Taxes
The Internal Revenue Service issued a determination letter, dated
July 22, 1995, which stated that the Plan, as designed, met the
requirements of Section 401 (a) of the Internal Revenue Code and was
exempt from taxation.
Under present Federal income tax law, a participant is not taxed
currently on any before-tax contributions or Company contributions to
the Plan, income earned by the Plan, or gain on the sale of securities
held by the Plan until the participant's account is distributed to
him/her or made available to him/her without restriction.
Participants are taxed currently on the amount of their after-tax
contributions.
5. Plan Amendments
Effective June 1, 1995, the Plan was amended to include the non-
union employees of the Company's City Gas Company of Florida division
and eliminate the twelve month period for eligibility to participate
in the Plan.
Pursuant to resolutions of the Board of Directors, the Company
matching percentages changed from 50% bonus and 40% basic, to 60% and
50%, respectively, effective January 1, 1997; and, all assets and
liabilities attributable to account balances in the Pennsylvania &
Southern Gas Company Employees Savings Plan shall be merged with the
NUI Corporate Savings & Investment Plan, effective January 1, 1997.<PAGE>
EIN #22-1869941 Schedule I
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
Description Current
Identity of Issue of Investment Shares/Units Cost Value
Barclays Global Insured Money
Investors* Market Fund -- $4,492 $4,492
Income
Accumulation 523,850 $6,883,704 $6,883,704
Fund
Asset Allocation 388,347 $4,128,758 $4,629,093
Fund
Growth Stock 210,873 $2,727,958 $3,230,576
Fund
S & P 500 Stock 217,743 $2,589,432 $3,464,290
Fund
KCS Stock Fund 591,165 $5,890,574 $7,939,343
NUI Stock Fund 1.656,467 $15,132,426 $16,862,837
LifePath 2000- 1,795 $19,199 $19,475
Masterworks
LifePath 2010- 1,814 $21,466 $22,018
Masterworks
LifePath 2020- 3,719 $46,744 $48,165
Masterworks
LifePath 2030- 1,480 $19,250 $20,161
Masterworks
LifePath 2040- 1,389 $19,071 $20,113
Masterworks
Templeton 8,433 $85,851 $87,364
Foreign Fund
Participant Loans, at
Loans Interest
Rates Ranging
from
7.0% to 10.0% -- $935,507 $935,507
*Represents a party in interest for the year ended December 31, 1996.
The accompanying notes to financial statements are an
integral part of this schedule.<PAGE>
EIN #22-1869941
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Identity Description No. of Purchase No. of Selling Cost of
of Party of Asset Purchases Price Sales Price Asset
Series of transactions with Barclays Global Investors, involving securities
that, in the aggregate, exceed 5% of the plan assets as of the beginning of
the year:
Barclays
Global
Investors*
Income
Accumulation 91 $1,533,913 78 $1,557,724 $1,557,724
Fund
Asset 105 $1,204,531 59 $802,824 $ 692,539
Allocation
Fund
NUI Stock 96 $1,748,564 90 $531,664 $ 596,557
Fund
Current Value of
Asset on
Description Transaction Net Gain
of Asset Date or (Loss)
Income
Accumulation $1,557,724 $ -
Fund
Asset
Allocation $ 802,824 $ 110,285
Fund
NUI Stock Fund $ 531,664 $ (64,893)
*Represents a party in interest for the year ended December 31, 1996
The accompanying notes to financial statements are an
integral part of this schedule.<PAGE>
NUI Corporation
Savings and Investment Plan
Share/Unit values Share/Units Outstanding
as of December 31, 1996
The following is a summary of the share/unit values and shares/units
outstanding as of December 31, 1996
Share/Unit Shares/Units
Value Outstanding
Income Accumulation Fund $13.14 523,850
Asset Allocation Fund $11.92 388,347
Growth Stock Fund $15.32 210,873
S&P 500 Stock Fund $15.91 217,743
KCS Stock Fund $13.43 591,165
NUI Stock Fund $10.18 1,656,467
LifePath 2000 - Masterworks $10.85 1,795
LifePath 2010 - Masterworks $12.14 1,814
LifePath 2020 - Masterworks $12.95 3,719
LifePath 2030 - Masterworks $13.62 1,480
LifePath 2040 - Masterworks $14.48 1,389
Templeton Foreign (I) $10.36 8,433<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
NUI CORPORATION
Richard J. O'Neill
June 30, 1997 Plan Administrator
Robert F. Lurie
June 30, 1997 Plan Sponsor<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated June 26,
1997, included in this Form 11-K, into the Company's
previously filed Registration Statements File No. 33-56509
relating to Amendment No. 1 to Form S-3 Registration
Statement, File No. 33-51459 relating to NUI Direct, File
No. 33-57183 relating to the Savings and Investment Plan,
File No. 33-24169 relating to the 1988 Stock Plan, File No.
333-02425 relating to the Stock Option and Stock Award Plan,
File No. 333-02421 relating to the Employee Stock Purchase
Plan, and File No. 333-02423 relating to the 1996 Director
Stock Purchase Plan.
ARTHUR ANDERSEN LLP
New York, New York
June 26, 1997<PAGE>
