No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NUI CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1869941
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
550 Route 202-206, Box 760,
Bedminster, New Jersey 07921-0760
(Address of principal executive offices)
NUI CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES R. VAN HORN, ESQ.
General Counsel and Secretary
NUI Corporation
550 Route 202-206, Box 760,
Bedminster, New Jersey 07921-0760
(Name and address of agent for service)
(908) 781-0500
(Telephone number, including area code, of
agent for service)
Copy of all communications to:
JOHN F. KUNTZ, ESQ.
Bourne, Noll & Kenyon
382 Springfield Avenue
Summit, New Jersey 07901<PAGE>
(Cover Page Continued)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Share (2) Price (2) Fee (2)
Registered (1)
Common 100,000 $27.4375 $2,743,750 $809.41
Stock No shares
Par Value
(and
associated
stock
purchase
rights)(3)
(1) This Registration Statement also relates to such
indeterminate number of additional shares of the common stock, no
par value (the "Common Stock") of NUI Corporation (the
"Registrant"), as may be issuable as a result of stock dividends,
stock splits, recapitalizations or other similar changes in the
capitalization of the Registrant.
(2) The registration fee is calculated by using $27.4375
per share as the average of the high and low sales prices per
share as reported on the New York Stock Exchange on April 1,
1998, solely for the purpose of determining the registration fee
for the 100,000 shares registered hereby. See SEC Rule 457(c)
and (h).
(3) Prior to the occurrence of certain events, the stock
purchase rights will not be evidenced separately from the Common
Stock.<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to an amendment to the
NUI Corporation 1996 Employee Stock Purchase Plan to increase the
number of shares of Common Stock to be issued thereunder from
140,000 shares to 240,000 shares. The contents of the
Registrant's Registration Statement on Form S-8, Registration No.
333-02421, filed with the Securities and Exchange Commission
effective April 11, 1996 (the "Prior Registration Statement") are
hereby incorporated by reference. The Items below contain
information required in this Registration Statement that was not
included in the Prior Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference the
following documents:
(a) The Registrant's Annual Report on Form 10-K for
its fiscal year ended September 30, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997;
(c) The Registrant's Definitive Proxy Statement for
its Annual Meeting of Shareholders held on
January 27, 1998.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement on Form S-8 and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement on Form S-8 to the extent that a statement
contained in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement
on Form S-8.
ITEM 8. EXHIBITS
4 NUI Corporation Employee Stock Purchase Plan, as
amended
5 Opinion and Consent of Counsel, Bourne, Noll & Kenyon
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Independent Auditors
24 Power of Attorney (contained on the signature page
hereof)<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
Township of Bedminster, State of New Jersey, on April 3, 1998.
NUI CORPORATION
By: /S/ James R. Van Horn
James R. Van Horn
Vice President, General Counsel
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the date indicated.
Signatures Capacity Date
* President, Chief April 3, 1998
John Kean, Jr. Executive Officer and
Director (Principal
Executive Officer)
*
John Kean Chairman and Director April 3, 1998
*
A. Mark Abramovic Senior Vice President April 3, 1998
and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
*
Calvin R. Carver Director April 3, 1998
*
Vera King Farris Director April 3, 1998
*
James J. Forese Director April 3, 1998
*
Bernard S. Lee Director April 3, 1998
*
R. Van Whisnand Director April 3, 1998
*
John Winthrop Director April 3, 1998
* James R. Van Horn, by signing his name hereto, does sign this
document on behalf of each of the persons indicated above
pursuant to powers of attorney duly executed by such persons and
filed as exhibits herewith.
/S/ James R. Van Horn
James R. Van Horn, Attorney-in-Fact<PAGE>
EXHIBITS
Exhibit
Number
4 NUI Corporation Employee Stock Purchase Plan, as
amended
5 Opinion of Bourne, Noll & Kenyon
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Independent Auditors
24 Power of Attorney<PAGE>
Exhibit 4
NUI CORPORATION EMPLOYEE STOCK PURCHASE PLAN
PURPOSE
1.01. Purpose. The NUI Corporation Employee Stock Purchase Plan
(the "Plan") is intended to provide a method whereby employees of NUI
Corporation, its subsidiary corporations and divisions (hereinafter
collectively referred to, unless the context otherwise requires, as
the "Company") will have an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of the voting
common stock of the Company, no par value (the "Common Stock"). It is
not the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986.
DEFINITIONS
2.01. Base Pay. "Base Pay" shall mean regular earnings excluding
payments for overtime, shift premium, bonuses and other special
payments, commissions and marketing or other incentive payments.
2.02. Board. "Board" shall mean the Board of Directors of NUI
Corporation.
2.03. Committee. "Committee" shall mean the individuals described
in Article XI.
2.04. Employee. "Employee" shall mean any person who is
customarily employed on a full-time or part-time basis by the Company
and is regularly scheduled to work more than 20 hours per week and
whose customary employment is for more than 5 months in any calendar
year.
2.05. Plan Year. A "Plan Year" shall mean the twelve month period
commencing on the date of the implementation of the Plan and each
successive twelve month period.
2.06. Subsidiary Corporation. "Subsidiary Corporation" shall mean
any corporation which at any time (i) has more than 50% in value of
its stock owned directly or indirectly by NUI Corporation and (ii) is
designated as a participating subsidiary in the Plan by the Committee.
ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility. Any Employee who shall have completed
one hundred eighty (180) consecutive days of employment and shall be
employed by the Company on the date his or her participation in the
Plan is to become effective shall be eligible to participate in the
Plan.
3.02. Leave of Absence. For purposes of participation in the
Plan, a person on leave of absence shall be deemed to be an Employee
for the first 180 days of such leave of absence. An Employee's
employment shall be deemed to have terminated at the close of business
on the 180th day of a leave of absence unless the Employee shall have
returned to regular full-time or part-time employment (as the case may
be) prior to the close of business on such 180th day.
3.03. Commencement of Participation. An eligible Employee may
become a participant in the Plan either (a) by completing an
authorization for a payroll deduction on the form provided by the
Committee and filing it with the Committee on or before the filing
date set by the Committee, or (b) by making a payment ($100 minimum)
to the Company no later than three (3) business days following the
close of the calendar month with respect to which the payment is being
made. Payroll deductions for a participant shall commence with the
first payroll after his or her authorization for a payroll deduction
becomes effective and shall end on the termination of the Plan or the
participant's earlier termination of participation.
SHARES OF COMMON STOCK
4.01. Shares Offered. The maximum number of shares of Common
Stock which shall be issued under the Plan, subject to adjustment as
provided in Section 12.03, shall be 240,000 shares.
The Plan shall terminate upon the issuance of the maximum number of
shares of Common Stock and as provided in Section 12.04.
DEDUCTIONS AND PAYMENTS
5.01. Amount of Payroll Deduction. At the time a participant
files an authorization for payroll deduction, he or she shall elect to
have deductions made from pay on each payday during the time he or she
is a participant at the rate of a whole number percentage from 1% to
10% of Base Pay in effect at that date. In the case of a part-time
hourly Employee, such Employee's Base Pay shall be determined by
multiplying such Employee's hourly rate of pay then in effect by the
then number of regularly scheduled hours of work for such Employee.
5.02. Participant's Account. All payroll deductions made for a
participant shall be credited to his or her account under the Plan. A
participant may make optional cash payments of at least $100 into such
account during any month or within three business days following the
end of the month, the total of which payments when aggregated with all
other optional cash and payroll deduction payments at any time during
a Plan Year shall not exceed 10% of his or her current annualized Base
Pay.
5.03. Changes in Payroll Deductions. A participant may
discontinue payroll deductions or change his or her percentage
deduction rate no fewer than 10 business days before the beginning of
the calendar month for which the change is to become effective.
5.04. Leave of Absence. If a participant goes on a leave of
absence, such participant shall have the right to elect no less than
10 business days prior to such leave, on forms supplied by the
Committee: (a) to withdraw the balance in his or her account pursuant
to Section 8.01, or (b) to discontinue contributions to the Plan but
remain a participant in the Plan.
GRANTING OF OPTION
6.01. Number of Option Shares. Each participating Employee shall
be deemed to have been granted an option to purchase a maximum number
of shares of Common Stock equal to 10% of the Employee's annualized
Base Pay with respect to each Plan Year, divided by 85% of the market
value of the Common Stock determined as provided in Section 6.02 (an
"Option"). An Employee's Base Pay shall be his or her normal monthly
rate of pay (as in effect on the first day of participation during
such plan year) multiplied by 12, provided that a part time hourly
Employee's Base Pay shall be determined in accordance with Section
5.01.
6.02. Option Price. The Option price of Common Stock purchased
with payroll deductions or optional cash payments made during (and up
to three business days following in the case of optional cash
payments) any calendar month shall be the lower of:
(a) 85% of the mean between the highest and lowest prices at
which the Common Stock is traded on a national securities exchange
on the first business day of the month or, if there is no sale on
such exchange on such date, the mean between the bid and asked
prices on such exchange at the close of the market on such date, or
if the market is closed on such date, the nearest prior trading
day; or
(b) 85% of the mean between the highest and lowest prices at
which the Common Stock is traded on a national securities exchange
on the day on which the Option is exercised, or, if there is no
sale on such exchange on such date, the mean between the bid and
asked prices on such exchange at the close of the market on such
date, or if the market is closed on such date, the nearest prior
trading day.
If the Common Stock is not traded on a national securities exchange
on any of the aforesaid dates for which prices are to be determined,
then the option price shall be 85% of fair market value of the Common
Stock on that date, as determined by the Committee.
EXERCISE OF OPTION
7.01. Automatic Exercise. Unless a participant gives written
notice to the Company as hereinafter provided, his or her Option for
the purchase of stock with payroll deductions and/or optional cash
payments made during or with respect to any calendar month will be
deemed to have been exercised automatically on the last business day
of such calendar month (but in no event prior to the approval of this
Plan by the shareholders of NUI Corporation and such regulatory bodies
as are required) for the purchase of the number of full shares of
Common Stock which the accumulated payroll deductions in his or her
account at that time and optional cash payments will purchase at the
applicable Option price. Any excess remaining in the participant's
account after exercise because of the non-issuance of fractional
shares will be carried in the account to the next month. Any other
excess will be returned to the participant, without interest. If a
participant violates Section 7.04, any excess remaining in his or her
account shall be returned to the participant, without interest.
7.02. Fractional Shares. Fractional shares will not be issued
under the Plan and any amounts which would have been used to purchase
fractional shares and which remain in the participant's account on the
termination of the Plan will be returned to the participant, without
interest.
7.03. Transferability. (a) During the lifetime of a participant,
his or her right to exercise an Option granted under the Plan shall be
exercisable only by such optionee or, if then permitted under Section
16 of the Securities Exchange Act of 1934, as amended, or regulations
thereunder, pursuant to a qualified domestic relations order as
defined in the Internal Revenue Code and regulations thereunder (a
"QDRO") and shall not be assignable or transferable by such optionee
other than by will or the laws of descent and distribution or, it then
permitted by Section 16, pursuant to a QDRO.
(b) Any transfer of Common Stock purchased by the exercise of an
Option granted under the Plan shall comply with all applicable
restrictions and holding periods set forth in Rule 16b-3 promulgated
under Section 16 of the Securities Exchange Act of 1934, as amended
and any other requirements imposed by law.
7.04. Minimum Holding Period. Common Stock purchased by a
participant shall not be transferred by him or her during the period
commencing on the date of purchase and ending six months and one day
thereafter. Any transfer in violation of this Section 7.04 shall cause
the suspension of the participant from the Plan. The participant will
not be permitted to re-enroll in the payroll deduction feature of the
Plan for six months from the violation and will not be permitted to
participate in the optional cash payment feature for the remainder of
the then current Plan Year and the next succeeding Plan Year.
7.05. Delivery of Common Stock. Unless otherwise requested by a
participant, shares of Common Stock credited to a participant will be
maintained in a uncertificated form by the agent designated by the
Company. The Committee shall establish procedures governing this
withdrawal of shares from participants' accounts.
WITHDRAWAL
8.01. In General. A participant may withdraw amounts credited to
his or her account under the Plan which have not theretofore been used
to purchase Common Stock by giving written notice to the Committee at
least 10 business days prior to the last pay day of a month. All of
the cash balance credited to the participant's account will be paid to
him or her promptly after receipt of such notice of withdrawal, no
further payroll deductions will be made from his or her pay during
such month and no cash payment may be made by the participant with
respect to such month.
8.02. Effect on Subsequent Participation. A participant's account
withdrawal pursuant to Section 8.01 will bar him or her from
participating for the three (3) subsequent calendar months. This
Section 8.02 may be amended to reduce this period at the discretion of
the Committee.
8.03. Termination of Employment. Upon termination of the
participant's employment for any reason, including retirement, but
excluding death, any amounts credited to his or her account will be
returned to the participant, without interest.
8.04. Termination of Employment Due to Death. Upon termination of
the participant's employment because of death, his or her beneficiary
(as defined in Section 12.01) shall be entitled to receive the
remaining cash balance credited to the participant's account under the
Plan as of the date of the participant's death, without interest.
8.05. Leave of Absence. A participant while on leave of absence,
subject to the election made by such participant pursuant to Section
5.04, shall continue to be a participant in the Plan. A participant
who has been on leave of absence for more than 180 days and who
therefore is no longer an Employee for purposes of the Plan shall not
be entitled to participate in the Plan after the 180th day of such
leave of absence.
INTEREST
9.01. Payment of Interest. No interest will be paid or allowed on
any money paid into the Plan or credited to the account of any
participant.
PRO-RATING OPTIONS
10.01. Pro-Rating Options. If the total number of shares for
which Options are exercised with respect to the final month of the
Plan exceeds the maximum number of shares available for sale under the
Plan, the Company shall make a pro-rata allocation of any remaining
shares available for delivery and distribution for such month in as
nearly a uniform manner as shall be practicable and as it shall
determine to be equitable, (after first granting preference to options
exercised by payroll withholding) and any balance credited to the
account of each participant under the Plan shall be returned as
promptly as possible.
10.02. Participant's Interest in Option Stock. The participant
will have no interest in stock covered by his or her Option until such
Option has been exercised.
10.03. Registration of Stock. Stock delivered to a participant
under the Plan will be registered in the name of the participant. If
at any time the Company shall determine in its discretion that the
listing, registration or qualification of shares of Common Stock upon
any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the sale or
purchase of shares of Common Stock hereunder, no Option may be
exercised unless and until such listing registration, qualification,
consent or approval shall have been effected or obtained, or otherwise
provided for, free of any conditions not acceptable to the Company.
10.04. Regulatory Approval and Compliance. The Company shall not
be required to issue any certificate or certificates for Common Stock
upon the exercise of an Option granted under the Plan or to record as
a holder of record of Common Stock the name of the individual
exercising an Option under the Plan or his or her transferee, without
obtaining to the complete satisfaction of the Committee the approval
of all regulatory bodies deemed necessary by the Committee and without
complying, to the Committee's complete satisfaction, with all rules
and regulations under federal, state, or local law deemed applicable
by the Committee.
ADMINISTRATION
11.01. Appointment of Committee. The Plan shall be administered
by the Committee which is appointed from time to time by the Board.
The Committee shall consist of three (3) or more members of the Board,
each of whom shall be a "disinterested person" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934 and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue
Code. A majority of the members of the Committee shall constitute a
quorum. A majority vote of the members of the Committee present at a
meeting at which a quorum is present shall be required for the
Committee to take action under the Plan.
11.02. Authority of Committee. Subject to the express provisions
of the Plan, the Committee shall have full authority to interpret and
construe the Plan, to adopt rules and regulations for administering
the Plan, and to make all other determinations deemed necessary or
advisable for administering the Plan. The Committee's determination on
the foregoing matters shall be conclusive.
11.03. Rules Governing the Administration of the Committee. The
Board may from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed and
may fill vacancies, however caused, in the Committee. The Committee
may select one of its members as its Chairman and shall hold its
meetings at such times and places and in such manner as it shall deem
advisable. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the
extent it shall deem desirable, subject to applicable law. Any
decision or determination reduced to writing and signed by a majority
of the members of the Committee shall be as fully effective as if it
had been made by a majority vote at a meeting duly called and held.
The Committee may appoint a secretary and shall make such rules and
regulations for the conduct of its business as it shall deem
advisable.
MISCELLANEOUS
12.01. Designation of Beneficiary. A participant may file a
written designation of a beneficiary who is to receive any Common
Stock and/or cash remaining in the participant's Plan account
following the participant's death. Such designation of beneficiary may
be changed by the participant at any time by written notice to the
Committee. Upon the death of a participant and upon receipt by the
Committee of proof of identity and existence at the participant's
death of a beneficiary validly designated by him under the Plan, the
Committee shall deliver such Common Stock and/or cash to the
beneficiary. In the event of the death of a participant where there is
no beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Committee shall deliver such
Common Stock and/or cash to the participant's personal representative,
or if no such representative has been appointed (to the knowledge of
the Committee), the Committee in its discretion, may deliver such
Common Stock and/or cash to the spouse or to any one or more
dependents of the participant as the Committee may designate. No
beneficiary, prior to the death of the participant by whom he or she
has been designated, shall acquire any interest in the Common Stock or
cash credited to the participant under the Plan.
12.02. Use of Funds. Prior to exercise of Options, all payroll
deductions and optional cash payments received or held by the Company
under this Plan may be used by the Company for any corporate purpose
and the Company shall not be obligated to segregate such payroll
deductions and optional cash payments.
12.03. Adjustment Upon Changes in Capitalization. (a) If, while
any Options are outstanding, the outstanding shares of Common Stock
have been increased, decreased, changed into, or been exchanged for a
different number or kind of shares of securities of NUI Corporation
through reorganization, merger, recapitalization, reclassification,
stock split, reverse stock split or similar transaction, appropriate
adjustments may be made by the Committee in the number and/or kind of
shares which are subject to purchase under outstanding Options and to
the Option exercise price or prices applicable to such outstanding
Options. In addition, in any such event, the number and/or kind of
shares which may be offered in the offering described in Section 4.01
shall also be appropriately adjusted. No adjustments shall be made for
stock dividends. For the purposes of this section, any distribution of
Common Stock to shareholders in an amount aggregating 5% or more of
the outstanding shares of Common Stock shall be deemed a stock split
and any distributions of Common Stock aggregating less than 5% of the
outstanding shares of Common Stock shall be deemed a stock dividend.
(b) Upon the dissolution or liquidation of NUI Corporation, or upon
a reorganization, merger or consolidation of NUI Corporation with one
or more corporations as a result of which NUI Corporation is not the
surviving corporation, or upon a sale of substantially all of its
property or stock to another corporation, or a sale or spin off of a
division or a Subsidiary Corporation, the affected holder of each
Option then outstanding under the Plan will thereafter be entitled to
receive at the next date for the exercise of such Option, for each
share of Common Stock as to which such Option would have been
exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one share of the Common
Stock was entitled to receive upon and at the time of such
transaction. The Board and the Committee shall take such steps in
connection with such transactions as the Board and the Committee
respectively shall deem necessary to assure that the provisions of
this Section 12.03 shall thereafter be applicable, as nearly as
reasonably may be determined, in relation to the said cash, securities
and/or property as to which the holder of such Option might thereafter
be entitled to receive.
12.04. Amendment and Termination. The Board shall have complete
power and authority to terminate or amend the Plan; provided, however,
that the Board shall not, without the approval of the shareholders of
the Company (i) increase the maximum number of share of Common Stock
which may be issued under any Offering (except pursuant to Section
12.03); (ii) amend the requirements as to the class of Employees
eligible to purchase Common Stock under the Plan or to permit the
members of the Committee to purchase stock under the Plan. No
termination, modification, or amendment of the Plan may adversely
affect the rights of any participant under an Option without the
consent of all participants.
12.05. Effective Date. The Plan shall become effective as of
February 1, 1996 subject to approval by the required vote of the
holders of the Common Stock at a special or annual meeting of the
shareholders of NUI Corporation held on or before November 27, 1996
and such regulatory approvals as may be required. If the Plan is not
so approved, the Plan shall not become effective and any payroll
withholdings and optional cash payments shall promptly be returned to
the Employees. No Common Stock shall be purchased under the Plan prior
to its having been approved by the Company's shareholders and such
regulators as may be required.
12.06. No Employment Rights. The Plan does not, directly or
indirectly, create in any Employee or class of Employees any right
with respect to continuation or employment by the Company, and it
shall not be deemed to interfere in any way with the Company's right
to terminate, or otherwise modify, an Employee's employment at any
time.
12.07. Effect of Plan. The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit
of, all successors of each Employee participating in the Plan,
including, without limitation, such Employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and
any receiver, trustee in bankruptcy or representative of creditors of
such Employee.
12.08. Indemnification; Limitation of Liability. (a) Committee
members exercising their functions under this Plan are serving as
directors of NUI Corporation and they shall therefore be entitled to
all rights of indemnification and advancement of expenses accorded
directors of NUI Corporation.
(b) NUI Corporation, any Subsidiary Corporation, and any member of
the Committee or the Board, or any other person participating in any
determination of any question under the Plan, or in the
interpretation, administration or application of the Plan, shall not
have any liability to any party for any action taken or not taken in
connection with the Plan, except as may expressly be provided by
statute.
12.09. Withholding Taxes. The Company shall require a payment
from a participant to cover applicable withholding for income and
employment taxes upon the happening of any event pursuant to the Plan
which requires such withholding. The Company reserve the right to
offset such tax payment from any funds which may be due the
participant from the Company or its subsidiaries or divisions.
12.10. Governing Law. The law of the State of New Jersey will
govern all matters relating to this Plan except to the extent it is
superseded by the laws of the United States.<PAGE>
Exhibit 5
April 3, 1998
NUI Corporation
550 Route 202-206, Box 760,
Bedminster, New Jersey 07921-0760
Attn: James R. Van Horn
Corporate Secretary and General Counsel
Re: Form S-8 Registration Statement - Amendment NUI
Corporation Employee Stock Purchase Plan
Dear Mr. Van Horn:
We are rendering this opinion as counsel for NUI Corporation
(the "Company") in connection with the registration and issuance
of 100,000 shares of Common Stock, no par value of the Company
and the appurtenant Series A Junior Participating Stock Purchase
Rights (the "Securities") pursuant to a Registration Statement to
be filed with the Securities and Exchange Commission on Form S-8
(the "Registration Statement"). The Securities are to be issued
pursuant to the Employee Stock Purchase Plan of the Company, as
amended (the "Plan").
In connection with the foregoing, we have participated in
the preparation of, and have reviewed the Registration
Statement. In addition, we have examined originals or copies
identified to our satisfaction as being the true copies of such
documents, corporate records and other instruments as we have
deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly
existing under the laws of State of New Jersey;
2. The issuance and sale of the Securities pursuant to the
Plan have been validly authorized; and
3. The Securities, when issued pursuant to the Plan, will
be legally issued, fully paid and non-assessable.
We hereby consent to all references to us in the
Registration Statement, including any prospectus relating
thereto, and to the inclusion of a duplicate original of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/S/ Bourne, Noll & Kenyon
BOURNE, NOLL & KENYON
A Professional Corporation<PAGE>
Exhibit 23 (b)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration
Statement of our report dated November 6, 1997 included in
NUI Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997 and to all references to our
Firm included in this Registration Statement on Form S-8.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
April 3, 1998<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, in his or her capacity as a Director or Officer of
NUI Corporation ("NUI"), hereby constitutes and appoints James R.
Van Horn his or her true and lawful attorney-in-fact and agent,
with full power of substitution, for him or her and in his or her
name, place and stead, and in any and all capacities, to execute
a Registration Statement on Form S-8 under the Securities Act of
1933 concerning the NUI Corporation 1996 Stock Option and Stock
Award Plan, as amended and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute and file any
and all amendments thereto (including post-effective amendments),
granting unto said attorney-in-fact and agent full power and
authority to do each and every act requisite and necessary to be
done, as fully and to all intents and purposes as he or she might
do in person, and hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue thereof.
Dated: March 23, 1998 /S/ John Kean, Jr
John Kean, Jr.
/S/ John Kean
John Kean
/S/ A. Mark Abramovic
A. Mark Abramovic
/S/ Calvin R. Carver
Calvin R. Carver
/S/ Vera King Farris
Vera King Farris
/S/ James J. Forese
James J. Forese
/S/ Bernards S. Lee
Bernard S. Lee
/S/ R. Van Whisnand
R. Van Whisnand
/S/ John Winthrop
John Winthrop<PAGE>
