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
for
COLLECTIVE BARGAINING EMPLOYEES
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey 07921-0760<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
AUDITORS' REPORT<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
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
Notes to Financial Statements 3-6
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1997 7
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1997 8
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 for Collective Bargaining Employees
We have audited the accompanying statement of net assets available for
benefits of the NUI Corporation Savings and Investment Plan for
Collective Bargaining Employees (the _Plan") as of December 31, 1997 and
1996, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1997. These financial
statements and the schedules referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements and schedules 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.
June 29, 1998 ARTHUR ANDERSEN LLP
New York, New York<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1997 and 1996
1997 1996
ASSETS
Investments at market value
Merrill Lynch Trust Company:
Insured Money Market Fund $ 292 $ 71
Income Accumulation Fund 137,736 87,176
LifePath 2000 - Fund 2,920 -
LifePath 2010 - Fund 2,091 -
LifePath 2020 - Fund 1,696 -
LifePath 2030 - Fund 1,566 -
LifePath 2040 - Fund 4,137 -
Asset Allocation Fund 103,312 56,331
Growth Stock Fund 417,677 263,253
S&P 500 Stock Fund 793,948 394,404
NUI Stock Fund 804,996 417,477
Templeton Foreign Fund 18,714 8,777
Loans to Participants 59,535 4,803
--------- ---------
Net Assets Available for Benefits $2,348,620 $1,232,292
========= =========
The accompanying notes to financial statements are an
integral part of this statement.
1<PAGE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1997
<CAPTION>
Insured
Money Income
Market Accumulation Lifepath Lifepath
Total Fund Fund 2000 2010
Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Net Appreciation/
(Depreciation)
in Market
Value of
Investments $301,727 $ - $ - $ 10 $ 2
Interest 9,223 71 6,762 - -
Mutual Fund 72,796 - - 144 90
Income
Contributions:
Participants' 627,696 (60) 58,727 1,321 1,871
Employer's 130,103 - - - -
-------- ------- -------- ------- -------
Total Additions 1,141,545 11 65,489 1,475 1,963
--------- ------- -------- ------- -------
Deductions from Net
Assets Attributable
to:
Benefits Paid (19,295) - (2,010) - -
to Participants
Expenses (5,922) (430) (448) (13) (17)
-------- ------- ------- ------- -------
Total Deductions (25,217) (430) (2,458) (13) (17)
-------- ------- ------- ------- -------
Interfund - 640 (12,471) 1,458 145
Transfers
-------- ------- ------- ------- --------
Net Increase 1,116,328 221 50,560 2,920 2,091
Net Assets
Available
for Benefits at
Beginning of $1,232,292 71 87,176 - -
the Year
--------- ------- ------- ------- -------
Net Assets
Available
for Benefits at
End of the $2,348,620 $ 292 $ 137,736 $ 2,920 $ 2,091
Year
========= ====== ========= ======= =======
</TABLE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1997
<CAPTION>
Lifepath Lifepath Lifepath Templeton Asset
2020 2030 2040 Foreign Allocation
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Net Appreciation/
(Depreciation) in
Market
Value of
Investments $ (20) $ 52 $ 234 $(1,374) $ 3,904
Interest - - - - -
Mutual Fund 63 49 217 1,795 12,232
Income
Contributions:
Participants' 1,578 1,437 2,365 9,247 38,133
Employer's - - - - -
------- ------- ----- ------- ------
Total Additions 1,621 1,538 2,816 9,668 54,269
------- ------- ----- ------- ------
Deductions from
Net Assets
Attributable to:
Benefits Paid to - - (146) - (767)
Participants
Expenses (19) (13) (14) (36) (326)
------- ------ ----- ------ ------
Total Deductions (19) (13) (160) (36) (1,093)
------- ------ ----- ------ ------
Interfund
Transfers 94 41 1,481 305 (6,195)
------- ------ ------ ------ ------
Net Increase 1,696 1,566 4,137 9,937 46,981
Net Assets
Available
for Benefits at
Beginning of the - - - 8,777 56,331
Year
------- ------ ------ ------ ------
Net Assets
Available
for Benefits at
End of the
Year $1,696 $1,566 $4,137 $18,714 $103,312
====== ====== ===== ====== =======
</TABLE>
<TABLE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1997
<CAPTION>
S&P 500 NUI
Growth Stock Stock Loans to
Stock Fund Fund Fund Participants
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Net Apprecition/
(Depreciation) in
Market
Value of $ (16,301) $ 134,563 $180,657 $ -
Investments
Interest - - - 2,390
Mutual Fund 31,952 26,254 - -
Income
Contributions:
Participants' 164,835 246,945 101,297 -
Employer's - 130,103 -
-
-------- -------- -------- --------
Total Additions 180,486 407,762 412,057 2,390
-------- -------- -------- --------
Deductions from Net
Assets Attributable to:
Benefits Paid to (3,386) (5,945) (7,041) -
Participants
Expenses (1,094) (1,904) (1,608) -
-------- -------- -------- --------
Total Deductions (4,480) (7,849) (8,649) -
-------- -------- -------- --------
Interfund Transfers (21,582) (369) (15,889) 52,342
-------- -------- -------- --------
Net Increase 154,424 399,544 387,519 54,732
Net Assets Available
for Benefits at
Beginning of the 263,253 394,404 417,477 4,803
Year
-------- -------- -------- --------
Net Assets Available
for Benefits at
End of the Year $417,677 $793,948 $804,996 $ 59,535<PAGE>
======= ======= ======= ========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement
2<PAGE>
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
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 for Collective
Bargaining Employees (the Plan) is a defined contribution plan
established April 1, 1995 covering eligible employees of NUI Corporation
and its subsidiaries (the Company). Eligible employees are those whose
compensation and conditions of employment are covered by a collective
bargaining agreement which calls for participation in the Plan,
providing the employee has completed twelve months of service. The Plan
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.
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. Participant contributions are matched at
a rate of 25% of their "basic" contributions. Participants may make
additional contributions of up to 4% 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 participant's non-vested account balances
can be used to pay Plan fees and/or reduce Company contributions, as
directed by the Plan Administrator. There were no forfeitures during
the years ended December 31, 1997 and 1996.
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 loan participant's employment is terminated
for any reason, the remaining unpaid balance becomes immediately due and
payable, and if unpaid, may become a taxable distribution. Loan
repayments are credited to participants accounts based upon the
participant's current 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 or completely
discontinue contributions. Upon either of these two events, all
employees would become 100% vested. Benefits would be distributed to
participants upon termination of the Plan.
2. Significant Accounting Policies
The financial statements have been prepared on the accrual basis of
accounting.
The Company's management has 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, the LifePath Funds, Templeton Foreign Fund and
S&P 500 Stock Funds is based on the Funds' published quotation. The
market value of the 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 9,871 $13.14 6,634
Fund
Asset Allocation $12.74 8,109 $11.92 4,726
Fund
Templeton Foreign $ 9.95 1,881 $10.36 847
Fund
Growth Stock Fund $14.61 28,588 $15.32 17,184
S&P 500 Stock Fund $20.39 38,938 $15.91 24,790
NUI Stock Fund $20.02 40,210 $15.58 26,796
LifePath 2000 $11.27 259 - -
LifePath 2010 $13.32 157 - -
LifePath 2020 $14.88 114 - -
LifePath 2030 $16.14 97 - -
LifePath 2040 $17.31 239 - -
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 and 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 composing
the S&P 500 index.
NUI Stock Fund - This fund is invested and dividends are reinvested
in common stock of NUI Corporation.
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.
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.
The Plan also uses an Insured Money Market Fund as a pass-through
of amounts in and out of the Investment Funds. This fund had a balance
of $292 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
November 20, 1995, stating 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 believes 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.<PAGE>
EIN #22-1869941 Schedule I
PLAN #007
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR COLLECTIVE BARGAINING EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
Description Historical Current
Identity of Issue Of Investment Shares/Units Cost Value
Merrill Lynch
Trust Company Insured Money
Company*
Market Fund - $ 292 $ 292
Income 9,871 $ 137,736 $ 137,736
Accumulation Fund
Asset Allocation 8,109 $ 98,559 $103,312
Fund
Growth Stock Fund 28,588 $428,876 $417,677
S & P 500 Stock 38,938 $609,850 $793,948
Fund
NUI Stock Fund 40,210 $532,548 $804,996
LifePath 2000 259 $2,910 $2,920
Fund
LifePath 2010 157 $2,089 $2,091
Fund
LifePath 2020 114 $1,715 $1,696
Fund
LifePath 2030 97 $1,514 $1,566
Fund
LifePath 2040 239 $ 3,911 $ 4,137
Fund
Templeton Foreign 1,881 $19,704 $18,714
Fund
Participant Loans Loans, at Interest
Rates Ranging from
9.25% to 9.50% -- $59,535 $59,535
* 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.
EIN #22-1869941 Schedule II
PLAN #007
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR COLLECTIVE BARGAINING EMPLOYE
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 Purchases Price Sales Price
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 Lynch
Trust Company*
Income 54 $55,905 26 $12,107
Accumulation
Fund
Growth Stock 65 $187,396 22 $16,670
Fund
S&P 500 Stock 82 $281,550 15 $16,570
Fund
NUI Stock Fund 73 $232,855 21 $25,995
*Represents a party in interest for the year ended December 31, 1997.<PAGE>
EIN #22-1869941 Schedule II
PLAN #007
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR COLLECTIVE BARGAINING EMPLOYE
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Current
Value of
asset on
Identity Description Cost of Transaction
of Party of Asset Asset Date Net Gain
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 Lynch
Trust Company*
Income $12,107 $12,107 $ _
Accumulation
Fund
Growth Stock $16,168 $16,670 $ 502
Fund
S&P 500 Stock $12,574 $16,570 $ 3,996
Fund
NUI Stock Fund $20,946 $25,995 $ 5,048
*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 Statement 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,
and File No. 33-24169 relating to the 1988 Stock Plan, File
No. 333-02425 relating to the 1996 Stock Option Plan 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>
