SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the year ended December 31, 1997
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
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
AUDITORS' REPORT<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
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 2-3
Notes to Financial Statements 4-8
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1997 9
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1997 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>
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, including the schedule of investments, of the NUI Corporation
Savings and Investment Plan (the "Plan") as of December 31, 1997 and
1996, and the related statements of changes in net assets available for
benefits for each of the two years in the period ended December 31,
1997. 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, 1997 and 1996, and the changes in net
assets available for benefits for the year ended December 31, 1997, 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 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 purposes 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.
ARTHUR ANDERSEN LLP
New York, New York
June 29, 1998<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1997 and 1996
1997 1996
ASSETS
Ivestments at market value
Merrill Lynch Trust Company
Insured Money Market Fund $ 7,940 $ 4,492
Income Accumulation Fund 9,106,368 6,883,704
Asset Allocation Fund 5,585,298 4,629,093
Growth Stock Fund 3,590,336 3,230,576
S&P 500 Stock Fund 5,968,566 3,464,290
KCS Stock Fund 8,900,095 7,939,343
NUI Stock Fund 22,884,076 16,862,837
LifePath 2000 - Fund 25,092 19,475
LifePath 2010 - Fund 183,896 22,018
LifePath 2020 - Fund 186,777 48,165
LifePath 2030 - Fund 107,108 20,161
LifePath 2040 - Fund 58,593 20,113
Templeton Foreign Fund 282,730 87,364
Loans to Participants 1,270,870 935,507
----------- ----------
Net Assets Available for Benefits $58,157,745 $44,167,138
========== ==========
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, 1997
<CAPTION>
Total Insure Income Asset Growth
Money Accumulation Allocation Stock
Market Fund Fund
Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation)
in Market
Value of
Investments $8,428,137 $ - $ - $361,210 $(109,729)
Interest 597,055 3,029 497,344 - -
Mutual Fund 1,238,791 - - 698,834 274,405
Income
Contributions:
Participants' 2,265,164 (1,173) 280,093 266,930 327,331
Employer's, 823,352 - - - -
Net
Rollovers 398,589 - 11,819 49,282 67,303
Transfers in from 3,182,117 - 1,832,327 270,878 210,863
Penn & Southern
Plan --------- ------- --------- -------- -------
Total Additions 16,933,205 1,856 2,621,583 1,647,134 770,173
---------- ------ --------- --------- --------
Deductions from
Net Assets
Attributable to:
Benefits Paid
to Participants (2,920,882) (229) (617,762) (506,920) (138,295)
Expenses (21,716) (703) (4,524) (2,712) (2,720)
--------- ------- -------- ------- --------
Total Deductions (2,942,598) (932) (622,286) (509,632) (141,015)
--------- -------- -------- ------- --------
Interfund - 2,524 223,367 (181,297) (269,398)
Transfers
--------- -------- --------- -------- --------
Net Increase 13,990,607 3,448 2,222,664 956,205 359,760
(Decrease)
Net Assets
Available for
Benefits at
Beginning of 44,167,138 4,492 6,883,704 4,629,093 3,230,576
the Year
---------- ------ ---------- --------- --------
Net Assets
Available for
Benefits at
End of the $58,157,745 $7,940 $9,106,368 $5,585,298 $3,590,336
Year ========== ===== ========= ========= =========
</TABLE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1997
<CAPTION>
S&P 500 KCS NUI Stock Lifepath Lifepath
Stock Stock Fund 2000 2010
Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation) in
Market Value of
Investments $1,252,384 $ 1,368,713 $5,556,242 $ 413 $ 2,261 $
Interest - - - - -
Mutual Fund 208,121 - - 1,895 8,702
Income
Contributions:
Participants' 340,434 - 957,507 868 8,251
Employer's, Net - - 823,352 - -
Rollovers 78,041 - 143,384 - -
Transfers in from 798,764 - - - -
Penn & Southern Plan
-------- -------- --------- ------- -------
Total Additions 2,677,744 1,368,713 7,480,485 3,176 19,214
--------- --------- --------- ------- -------
Deductions from Net
Assets Attributable to:
Benefits Paid to (510,248) (284,363) (778,723) - -
Participants
Expenses (3,556) (440) (6,333) (11) (84)
-------- -------- --------- ------ ------
Total Deductions (513,804) (284,803) (785,056) (11) (84)
-------- -------- --------- ------ ------
Interfund 340,336 (123,158) (674,190) 2,452 142,748
Transfers
-------- -------- -------- ------ -------
Net Increase 2,504,276 960,752 6,021,239 5,617 161,878
(Decrease)
Net Assets Available
for Benefits at
Beginning of the 3,464,290 7,939,343 16,862,837 19,475 22,018
Year --------- --------- ---------- ------ ------
Net Assets Available
for Benefits at
End of the Year $5,968,566 $8,900,095 $22,884,076 $25,092 $183,896
========= ========= ========== ======= =======
</TABLE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1997
<CAPTION>
LifePath LifePath LifePath Templeton Loans to
2020 2030 2040 Foreign Participants
Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation) in
Market Value of
Investments $ 11,008 $ 7,853 $ 4,147 $(26,365) $
Interest - - - - 96,682
Mutual Fund Income 8,055 3,983 3,047 31,749 -
Contributions:
Participants' 16,389 11,445 9,275 47,814 -
Employer's, Net - - - - -
Rollovers 1,410 18,375 3,644 25,331 -
Transfers in from Penn - - - - 69,285
& Southern (The
Equitable) ------- ------- ----- ------- --------
Total Additions 36,862 41,656 20,113 78,529 165,967
------- ------ ------ ------- --------
Deductions from Net
Assets Attributable to:
Benefits - - (1,002) - (83,840)
Paid to Participants
Expenses (171) (110) (104) (248) -
------- ------- ------- ------- -------
Total Deductions (171) (1,112) (104) (248) (83,340)
------- ------ ------- ------- ---------
Interfund Transfers 101,921 46,403 18,471 117,085 252,736
------- ------- ------ ------- --------
Net Increase 138,612 86,947 38,480 195,366 335,363
(Decrease)
Net Assets Available for
Benefits at
Beginning of the 48,165 20,161 20,113 87,364 935,507
Year ------- ------- ------ ------ -------
Net Assets Available for
Benefits at
End of the Year $186,777 $107,108 $58,593 $282,730 $1,270,870
======= ======= ======= ======== =========
</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, 1997 and 1996
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 60% of their "basic"
contributions. "Basic" contributions invested in all other funds are
matched by the Company at 50%. 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 years ended December 31, 1997 and 1996 were
$10,134 and $11,685 respectively.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<PAGE>
credited to a participant's account based upon the participant's
investment election for new contributions.
Although it has not expressed any intent to do so, the Company has
the right under the Plan agreement to terminate the Plan. 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 Company's managementhas made a number of estimates and
assumptions relating to the reporting of investments. Actual results
could differ from those estimates.
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 Merrill Lynch Trust Company (Merrill Lynch) in
accordance with accepted practices, applicable laws and regulations, and
procedures formulated by Merrill Lynch. 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.
The following is a summary of the share/unit values and
shares/units outstanding as of December 31, 1997 and 1996:
1997 1996
Share/Unit Shares/Units Share/Unit Shares/Units
Value Outstanding Value Outstanding
Income Accumulation $13.95 652,608 $13.14 523,850
Fund
LifePath 2000 $11.27 2,226 $10.85 1,795
LifePath 2010 $13.30 13,827 $12.14 1,814
LifePath 2020 $14.82 12,603 $12.95 3,719
LifePath 2030 $16.23 6,599 $13.62 1,480
LifePath 2040 $17.31 3,385 $14.48 1,389
Templeton Foreign $ 9.95 28,415 $10.36 8,433
Fund
Asset Allocation $12.74 438,406 $11.92 388,347
Fund
Growth Stock Fund $14.61 245,745 $15.32 210,873
S&P 500 Stock Fund $20.39 292,720 $15.91 217,743
KCS Stock Fund $15.62 569,788 $13.43 591,165
NUI Stock Fund $13.41 1,706,493 $10.18 1,656,467
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no distributions
payable to participants at December 31, 1997 and 1996.
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 Merrill Lynch
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
Effective January 1, 1997 Merrill Lynch Trust Company was named as
Trustee, Recordkeeper and Custodian of the Plan replacing BZW Barclays
Global Investors, N.A. The Plan consists of the following funds:
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<PAGE>
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.
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 $7,940 represents Plan forfeitures which were unallocated to
participant accounts as of December 31, 1997.
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. Management and Counsel believe the Plan
continues to operate in accordance with IRS regulations and therefore
continues to be tax exempt.
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 January 1, 1997, the Plan was amended to increase the
Company matching percentages from 50% bonus and 40% basic, to 60% and
50%, respectively. Additionally, the Plan was amended to merge all
assets and liabilities attributable to account balances in the
Pennsylvania & Southern Gas Company Employees Savings Plan 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
Identity of Description of Shares/Units Historical Current
Issue Investment Cost Value
Merrill Lynch
Trust Company*
Insured Money - $7,940 $7,940
Market Fund
Income 652,608 $9,106,368 $9,106,368
Accumulation
Fund
Asset Allocation 438,406 $4,915,828 $5,585,298
Fund
Growth Stock 245,745 $3,291,208 $3,590,336
Fund
S & P 500 Stock 292,720 $4,086,897 $5,968,566
Fund
KCS Stock Fund 569,788 $5,677,572 $8,900,095
NUI Stock Fund 1,706,493 $15,812,013 $22,884,076
LifePath 2000- 2,226 $24,814 $25,092
Fund
LifePath 2010- 13,287 $181,249 $183,896
Fund
LifePath 2020- 12,603 $174,636 $186,777
Fund
LifePath 2030- 6,599 $98,461 $107,108
Fund
LifePath 2040- 3,385 $53,459 $58,593
Fund
Templeton 28,415 $306,243 $282,730
Foreign Fund
Participant Loans, at
Loans Interest
Rates Ranging
from 7.0% to - $1,270,870 $1,270,870
11.46%
*Represents a party in interest for the year ended December 31, 1997.
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, 1997
Identity Description No. of Purchase No. of Selling
of Party of Asset Purchase Price Sales Price
s
Series of transactions with Merrill Lynch Trust Company,
involving securities that, in the aggregate, exceed 5% of
the plan assets as of the beginning of the year
Merrill Income
Lynch
Trust
Company*
Accumulation 89 $2,922,906 107 $1,197,585
Fund
Asset Allocation 118 $1,743,804 63 $1,148,809
Fund
S & P 500 Stock 141 $2,027,401 46 $775,508
Fund
NUI Stock Fund 97 $2,212,097 101 $1,747,100
*Represents a party in interest for the year ended December 31, 1997.
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, 1997
Current
Value of
asset on
Identity Description Cost of Transaction Net Gain
of Party of Asset Asset Date or
(Loss)
Series of transactions with Merrill Lynch Trust Company,
involving securities that, in the aggregate, exceed 5% of
the plan assets as of the beginning of the year:
Merrill Income
Lynch
Trust
Company*
Accumulation Fund $1,197,585 $1,557,724 $ -
Asset Allocation $956,734 $1,148,809 $192,075
Fund
S & P 500 Stock $529,936 $775,508 $245,572
Fund
NUI Stock Fund $1,532,500 $1,747,100 $214,591
*Represents a party in interest for the year ended December 31, 1997.
The accompanying notes to financial statements are an
integral part of this schedule.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
NUI CORPORATION
Richard J. O'Neill
June 29, 1998 Plan Administrator
Robert F. Lurie
June 29, 1998 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 29,
1998, 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 29, 1998<PAGE>
