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, 1998
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
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH
AUDITORS' REPORT
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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 2-4
Notes to Financial Statements 5-8
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1998 9
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1998 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.
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, 1998 and
1997, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net
assets available for benefits for the year ended December 31, 1998, 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
June 28, 1999
New York, New York
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1998 and 1997
1998 1997
ASSETS
Investments at market value
Merrill Lynch Trust Company:
Insured Money Market Fund $ 320 $ 292
Income Accumulation Fund 197,669 137,736
LifePath 2000 _ Fund 4,512 2,920
LifePath 2010 _ Fund 8,672 2,091
LifePath 2020 _ Fund 5,533 1,696
LifePath 2030 _ Fund 5,689 1,566
LifePath 2040 _ Fund 10,081 4,137
Asset Allocation Fund 182,050 103,312
Growth Stock Fund - 417,677
Norwest Large Company Growth A 604,030 -
S&P 500 Stock Fund 1,319,236 793,948
NUI Stock Fund 1,015,502 804,996
Templeton Foreign Fund 24,472 18,714
Loans to Participants 149,866 59,535
--------- ---------
Net Assets Available for Benefits $3,527,632 $2,348,620
========= =========
The accompanying notes to financial statements are an
integral part of this statement.
<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, 1998
<CAPTION>
Insured
Money Income Lifepath Lifepath
Market Accumulation 2000 2010
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributable to:
Net Appreciation/
(Depreciation)
In Market Value
of Investments $114,883 $ - $ - $129 $259
Interest 19,860 18 9,936 - -
Mutual Fund
Income 220,779 - - 297 360
Contributions:
Participants' 688,149 13 61,126 2,365 3,503
Employer's 146,724 - - - -
--------- -------- ------- ------- -------
Total Additions 1,190,395 31 71,062 2,791 4,122
--------- -------- ------- ------- -------
Deductions from Net
Assets Attributable
to:
Benefits Paid
to Participants (4,597) - (31) (1,175) -
Expenses (6,786) (1,530) (522) (21) (31)
---------- -------- ------- ------ -------
Total Deductions (11,382) (1,530) (553) (1,196) (31)
---------- -------- ------- ------ -------
Interfund Transfers - 1,527 (10,576) (3) 2,490
---------- -------- ------- ------ -------
Net Increase 1,179,012 28 59,933 1,592 6,581
Net Assets Available
for Benefits at
Beginning of
the Year 2,348,620 292 137,736 2,920 2,091
---------- -------- ------- ------ -------
Net Assets Available
for Benefits at
End of the Year $3,527,632 $320 $197,669 $4,512 $8,672
========== ======== ======== ====== ======
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
<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, 1998
<CAPTION>
Lifepath Lifepath Lifepath Templeton Asset
2020 2030 2040 Foreign Allocation
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 $ 305 $ 451 $ 922 $(3,289) $12,672
Interest - - - - -
Mutual Fund
Income 360 295 590 2,429 19,963
Contributions:
Participants' 3,768 3,378 4,701 10,390 44,574
Employer's - - - - -
----- ------ ------ ------ -------
Total Additions 4,433 4,124 6,213 9,530 77,209
----- ------ ------ ------ -------
Deductions from Net
Assets Attributable
to:
Benefits Paid to
Participants (542) - - - -
Expenses (48) (31) (30) (66) (377)
------ ------ ------ ------ -------
Total Deductions (590) (31) (30) (66) (377)
------ ------ ------ ------ -------
Interfund Transfers (6) 30 (239) (3,706) 1,906
------ ----- ------ ------ -------
Net Increase 3,837 4,123 5,944 5,758 78,738
Net Assets
Available for
Benefits at
Beginning of
the Year 1,696 1,566 4,137 18,714 103,312
------ ------ ------ ------ -------
Net Assets
Available for
Benefits at
End of
the Year $5,533 $5,689 $10,081 $24,472 $182,050
====== ====== ======= ======= ========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
<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, 1998
<CAPTION>
Norwest
Growth Large S&P 500 NUI
Stock Company Stock Stock Loans to
Fund Growth A Fund Fund Participants
<S> <C> <C> <C> <C> <C> <S>
Additions to Net Assets
Attributable to:
Net Appreciation/
(Depreciation) in
Market Value of
Investments $(123,630) $53,675 $189,320 $ (15,931) $ -
Interest - - - - 9,906
Mutual Fund
Income 122,196 - 74,289 - -
Contributions:
Participants' 157,171 8,020 286,164 102,976 -
Employer's - - - 146,724 -
-------- ------- -------- -------- -------
Total Additions 155,737 61,695 549,773 233,769 9,906
-------- ------- -------- -------- -------
Deductions from Net
Assets Attributable
to:
Benefits Paid to
Participants (1,618) - (1,231) - -
Expenses (947) (120) (2,084) (979) -
-------- ------ ------- ------- -------
Total Deductions (2,565) (120) (3,315) (979) -
-------- ------ ------ ------- -------
Interfund Transfers (570,849) 542,455 (21,170) (22,284) 80,425
-------- ------- ------- ------- -------
Net (417,677) 604,030 525,288 210,506 90,331
Increase/(Decrease)
Net Assets Available
for Benefits at
Beginning of
the Year 417,677 - 793,948 804,996 59,535
-------- ------- -------- ------- ------
Net Assets Available
for Benefits at
End of the Year $ - $604,030 $1,319,236 $1,015,502 $149,866
======= ======= ========= ========= =======
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
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, Norwest Large Company Growth A
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, 1998 and 1997.
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, Norwest Large Company Growth A Fund, 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, 1998 and 1997:
1998 1997
------------------------ -----------------------
Share/Unit Shares/Units Share/Unit Shares/Units
Value Outstanding Value Outstanding
Income Accumulation
Fund $14.81 13,344 $13.95 9,871
LifePath 2000 $11.63 388 $11.27 259
LifePath 2010 $14.40 602 $13.32 157
LifePath 2020 $16.47 336 $14.88 114
LifePath 2030 $18.71 304 $16.14 97
LifePath 2040 $20.33 496 $17.31 239
Asset Allocation
Fund $14.14 12,875 $12.74 8,109
Growth Stock Fund - - $14.61 28,588
Norwest Large
Company Growth A
Fund $54.48 11,087 - -
S&P 500 Stock Fund $24.61 53,606 $20.39 38,938
NUI Stock Fund $19.12 53,112 $20.02 40,210
Templeton Foreign
Fund $8.39 2,917 $ 9.95 1,881
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no distributions
payable to participants at December 31, 1998 and 1997.
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
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.
Norwest Large Company Growth A Fund _ This fund seeks long-term capital
appreciation by investing in larger capitalization growth 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 $320 as of December 31, 1998. 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 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.
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, 1998
Description Historical Current
Identity of Issue Of Investment Shares/Units Cost Value
Merrill Lynch
Trust Company*
Insured Money - $320 $320
Market Fund
Income
Accumulation Fund 13,344 $197,669 $197,669
LifePath 2000 _ 388 $4,422 $4,512
Fund
LifePath 2010 _ 602 $8,412 $8,672
Fund
LifePath 2020 _ 336 $5,281 $5,533
Fund
LifePath 2030 _ 304 $5,188 $5,689
Fund
LifePath 2040 _ 496 $8,924 $10,081
Fund
Asset Allocation 12,875 $165,165 $182,050
Fund
Norwest Large
Company Growth A 11,087 $538,676 $604,030
Fund
S & P 500 Stock 53,606 $960,584 $1,319,236
Fund
NUI Stock Fund 53,112 $764,880 $1,015,502
Templeton Foreign 2,917 $28,710 $24,472
Fund
Participant Loans Loans, at
Interest
Rates Ranging - $149,866 $149,866
from
8.75% to 9.50%
*Represents a party in interest for the year ended December 31, 1998.
The accompanying notes to financial statements are an
integral part of this schedule.
<TABLE>
EIN #22-1869941 Schedule II
PLAN #007
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR COLLECTIVE BARGAINING EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
No.
Identity Description No. of Purchase of Selling Cost of Gain/
of Party of Asset Purchases Price Sales Price Asset (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.
<S> <C> <C> <C> <C> <C> <C> <C>
Merrill
Lynch
Trust
Company*
Growth Stock
Fund 67 $290,592 32 $584,639 $719,468 ($134,829)
Norwest
Large
Company 6 $1,086,585 3 $536,231 $547,909 ($11,678)
Growth A
Fund
S&P 500
Stock Fund 80 $391,988 35 $56,019 $41,253 $14,766
NUI Stock
Fund 81 $261,041 29 $34,604 $28,708 $5,896
</TABLE>
*Represents a party in interest for the year ended December 31, 1998.
The accompanying notes to financial statements are an
integral part of this schedule.
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
James R. Van Horn
June 28, 1999 Plan Administrator
Robert F. Lurie
June 28, 1999 Plan Sponsor
