SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant [x](1)
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use
[ ] Definitive proxy statement of the Commission
[ ] Definitive additional materials only (as permitted
[x] Soliciting material pursuant to by Rule 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
NUI Corporation
(Name of Registrant(s) as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of filing fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applied:
Common Stock no par value of NUI Holding Company(2)
(2) Aggregate number of securities to which transaction applies:
12,807,111 shares of Common Stock no par value of NUI Holding
Company.
(3) Per unit price of other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11.
(Set forth the amount on which the filing fee is calculated and
state how determined): $26.6875.
The filing of $68,358.00 has been calculated pursuant to
Exchange Act Rule 0-11(c)(l) and is equal to 1/50 of 1%
of the aggregate value of the transaction ($341,789,775.00),
based on the average of the high and low sales prices of NUI
Common Stock as reported in the New York Stock Exchange
consolidated reporting system on November 19, 1999 multiplied
by the number of shares of NUI common stock outstanding on that
day.
(4) Proposed maximum aggregate value of transaction: $341,789,775.00
(5) Total fee paid: $68,358.00
[x] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
____________________
(1) The Proxy Statement filed herewith is a Proxy Statement and
Prospectus to be used by NUI Corporation at its annual meeting
of Shareholders, at which such shareholders will consider and
vote upon, iter alia, a proposal to approve an Agreement and
Plan of Exchange through which NUI Holding Company will become
the parent company of NUI Corporation.
(2) NUI Holding Company is a newly created New Jersey corportion
formed for the purpose of becoming the holding company for NUI
Corporation.
Shareholders are advised to read the full Proxy/Prospectus when
it becomes available.
CONTACT: Linda S. Lennox
Director of Corporate Communications and Investor
Relations
Tel: (908) 719-4222
E-mail: [email protected]
FOR IMMEDIATE RELEASE
NUI CORPORATION'S ANNUAL REPORT ON FORM 10-K AVAILABLE UPON REQUEST
1999 Annual Report to Shareholders to be Mailed in January
Bedminster, NJ _ January 4, 2000 _ NUI Corporation (NYSE:NUI)
announced that it would seek shareholder approval for the formation
of a holding company structure at the Company's upcoming Annual
Meeting of Shareholders. Under the proposal, shares of NUI's common
stock would automatically be converted into common stock of the
holding company without the need for shareholders to mail in stock
certificates. The holding company will retain the NUI Corporation
name. As part of the proposed restructuring, the Company's non-
regulated businesses would be maintained under the holding company
separate from the Company's utility operations.
The Company noted that the holding company structure is a well-
established form of organization for companies conducting multiple
lines of business, particularly entities engaging in both regulated
and non-regulated activities. This structure is increasingly
prevalent in the utility industry. The holding company structure is
intended to provide increased organizational, managerial and
financial flexibility to better position NUI to operate in the
changing natural gas utility industry.
John Kean, Jr., NUI President and Chief Executive Officer, stated,
"The holding company structure will provide us with flexibility
enabling us to more easily expand the individual parts of our
business and realize values inherent in the individual pieces for
our shareholders."
The Company announced that materials relating to the holding company
proposal and the Annual Meeting are currently under a routine review
by the Securities and Exchange Commission. As a result of this
review, the Company's Annual Meeting, originally scheduled for
January 25, 2000, has been postponed. A new record date of January
12, 2000, has been established, with an anticipated Annual Meeting
date in late February. The Company's Annual Report on Form 10-K has
been filed with the Securities and Exchange Commission and is
available free of charge upon request to NUI Corporation's Office of
the Secretary located at 550 Route 202-206, Bedminster, New Jersey
07921, or on NUI's website at www.nui.com. The Company said it
plans to mail its 1999 Annual Report to Shareholders along with
proxy materials for the 2000 Annual Meeting of Shareholders later in
January.
In addition to shareholder approval, the establishment of the
holding company structure is subject to the receipt of certain
regulatory approvals.
NUI Corporation, based in Bedminster, NJ, operates natural gas
utilities serving more than 370,000 customers in six states along
the eastern seaboard. NUI also operates businesses involved in
wholesale and retail energy sales; energy and environmental project
development; energy consulting; sales outsourcing; telecommunications;
and customer and geographic information systems and services.
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