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, 1999
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, 1999 AND 1998
TOGETHER WITH
AUDITORS' REPORT
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR
COLLECTIVE BARGAINING EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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 Schedule:
I-Item 27a-Schedule of Assets Held for
Investment Purposes at December 31, 1999 7
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 statements of net assets
available for benefits of the NUI Corporation Savings and
Investment Plan for Collective Bargaining Employees (the "Plan")
as of December 31, 1999 and 1998, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1999. These financial statements and the schedule
referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audit.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. 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, 1999 and
1998, and the changes in its net assets available for benefits
for the year ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
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 supplemental
schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion,
is fairly stated in all respects in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
June 22, 2000
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1999 and 1998
1999 1998
Assets
Investments at Market
Value (See Note 3) $4,612,655 $3,377,766
Loans to Participants 193,203 149,866
Accrued Income 44 -
--------- ---------
Total Assets 4,805,902 3,527,632
Liabilities
Accrued Liability (1,579) -
---------- ----------
Net Assets Available for
Benefits $4,804,323 $3,527,632
========= =========
The accompanying notes to financial statements are an integral
part of this statement.
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, 1999
1999
Additions to Net Assets Attributed to:
Investment Income:
Net Appreciation in Market Value of
Investments $ 294,625
Realized Gain 24,298
Dividends 234,680
Loan Repayment _ Interest 17,371
Accrued Income 44
Other Interest 25
-----------
571,043
Contributions:
Participants' 776,121
Employer's 233,441
------------
1,009,562
Inter-fund Transfers and Other Credits 259,043
------------
Total Additions 1,839,648
------------
Deductions to Net Assets Attributed to:
Benefit Payments to Participants (310,276)
Withdrawals (12,111)
Expenses (8,142)
Inter-fund Transfers and Other Debits (232,428)
------------
Total Deductions (562,957)
------------
Net Increase 1,276,691
Net Assets Available for Benefits:
Beginning of Year 3,527,632
------------
End of Year $ 4,804,323
============
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, 1999 AND 1998
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. 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 50%
of their "basic" contributions. "Basic" contributions invested
in all other funds are matched by the Company at 40%.
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.
If a participant of the Plan receives a lump sum
distribution from a qualified pension, savings or profit sharing
plan of a previous employer, a "rollover" contribution by the
participant of the taxable amount of the lump sum distribution
may be made to the Plan.
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:
Barclays Global Investors Asset Allocation Fund, Barclays Global
Investors S&P 500 Stock Fund, Lord Abbett Developing Growth Fund,
Inc., Merrill Lynch Aggregate Bond Index Fund, Merrill Lynch
Income Accumulation Fund Trust, NUI Stock Fund, Oppenheimer
Global Growth and Income Fund, and Wells Fargo Large Company
Growth 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, 1999 and 1998.
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.
In September 1999, the Financial Accounting Standards Board
cleared for adoption Statement of Position (SOP) 99-3,
"Accounting for and Reporting Certain Defined Contribution
Benefit Plan Investments and Other Disclosure Matters." This
SOP eliminates the previous requirement for a defined
contribution plan to present plan investments by general type for
participant-related investments in the statement of net assets
available for benefits; it eliminates the requirement for a
defined contribution plan to disclose participant-directed
investment programs and eliminates the requirement to disclose
the total number of units and the net asset value per unit during
the period, and at the end of the period, by defined contribution
pension plans that assign units to participants; it requires a
defined contribution plan to identify nonparticipant-directed
investments that represent 5% or more of net assets available for
benefits; and it eliminates the requirement for defined
contribution plans, including both health and welfare benefit
plans and pension plans, to disclose benefit-responsive
investment contracts by investment fund option. This SOP is
effective for plan years ending after December 15, 1999 and has
been adopted by NUI Corporation.
The Plan's investments in each Investment Fund are
maintained in shares/units. The market value of the Insured
Money Market Fund and loans to participants are based on cost,
which approximates market value. The market value of the Merrill
Lynch Income Accumulation Fund Trust 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 NUI Stock
Fund is based on the published market quotation of the Fund's
underlying assets. The market values of the remaining funds are
based on their published quotations.
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no
distributions payable to participants at December 31, 1999 and
1998.
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
On December 1, 1999, the Plan liquidated and sold the
Barclays Global Investors LifePath Funds, Templeton Foreign Fund,
and KCS Stock Fund. Account balances invested in those funds
were transferred into the following alternative funds,
respectively: Barclays Global Investors Asset Allocation Fund,
Oppenheimer Global Growth and Income Fund, and Lord Abbett
Developing Growth Fund, Inc.
Also during 1999, the Norwest Large Company Growth A Fund
was renamed Wells Fargo Large Company Growth Fund.
The Plan currently consists of the following funds:
Barclays Global Investors Asset Allocation Fund - This fund seeks
to achieve a high level of total return while controlling risk
and invests in a mix of S&P Index stocks, long-term Treasury
bonds, and money market instruments.
Barclays Global Investors S&P 500 Stock Fund - This fund attempts
to match the performance of the S&P 500 Index by investing in a
broad array of established U.S. companies in substantially the
same percentages as the Index.
Lord Abbett Developing Growth Fund, Inc. - This fund seeks long-
term growth of capital and invests at least 65% of its total
assets in the common stocks of companies in the "developing
growth" phase of corporate growth. These companies are almost
always small and are characterized by a dramatic rate of growth.
Merrill Lynch Aggregate Bond Index Fund - This fund seeks to
provide investment results that replicate the total return of the
Lehman Brothers Aggregate Bond Index. This Index is made up of
primarily dollar-denominated investment grade fixed-income
securities.
Merrill Lynch Income Accumulation Fund Trust - This fund seeks to
provide preservation of capital, liquidity and current income at
a level that is typically higher than that provided by money
market funds. The Trust invests primarily in a diversified
portfolio of Guaranteed Investment Contracts.
NUI Stock Fund - This fund is invested and dividends are
reinvested in common stock of NUI Corporation.
Oppenheimer Global Growth and Income Fund - This fund seeks
capital appreciation, consistent with preservation of principal,
while providing current income.
Wells Fargo Large Company Growth Fund - This fund seeks long-term
capital appreciation and invests primarily in the common stock of
large, high-quality domestic companies that have superior growth
potential. The fund may also invest up to 20% of its total
assets in securities of foreign issuers.
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
negative balance of ($1,579) as of December 31, 1999. Interest
and other income earned by the Investment Funds are reinvested by
the Trustee in accordance with the terms of the Plan.
The following are investments that represent 5% or more of
the Plan's net assets:
December 31,
1999 1998
Barclays Global Investors S&P
500 Stock Fund, 68,459 and $ 1,850,469 $ 1,319,236
53,606 shares/units,
respectively
NUI Stock Fund, 65,807 and
53,112 shares/units, $ 1,263,512 $ 1,015,502
respectively
Wells Fargo Large Company
Growth Fund, 12,947 and $ 916,295 $ 604,030
11,087 shares/units,
respectively
Barclays Global Investors
Asset Allocation Fund, 22,296 $ 280,270 $ 182,050
and 12,875 shares/units,
respectively
Merrill Lynch Income
Accumulation Fund, 15,483 and $ 242,976 $ 197,669
13,344 shares/units,
respectively
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.
5. Plan Amendments
The Plan was amended effective January 1, 1999 to increase
the Company match from 25% to 40% on contributions invested in
options other than the NUI Stock Fund, up to a maximum of 6% of
the employees' base salary, and from 0% to 50% on contributions
invested in the NUI Stock Fund, on up to a maximum of 6% of the
employees' base salary.
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, 1999
Shares/ Historical Current
Identity of Description of Units Cost Value
Issue Investment
Merrill Lynch
Trust
Company*
Insured Money Market - $(1,579) $(1,579)
Fund
Barclays Global 22,297 $312,524 $280,270
Investors Asset
Allocation Fund
Barclays Global 68,460 $1,722,499 $1,850,469
Investors S&P 500
Stock Fund
Lord Abbett Developing 648 $12,388 $13,255
Growth Fund, Inc.
Merrill Lynch Income 15,483 $231,660 $242,976
Accumulation Fund
Trust
NUI Stock Fund 65,808 $1,267,231 $1,263,512
Oppenheimer Global 1,575 $41,728 $45,878
Growth and Income Fund
Wells Fargo Large 12,948 $730,001 $916,295
Company Growth Fund
Participants' Loans, at interest - $193,203 $193,203
Loans* rates ranging from
8.75% to 9.25%
* Represents a party in interest for the year ended December 31, 1999
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
June 28, 2000 James R. Van Horn
Plan Administrator
June 28, 2000 Robert F. Lurie
Plan Sponsor
