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NEWS RELEASE EXHIBIT 99.1
CONTACT:
WILLIAM L. CLEAR
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
TEL: (540) 676-2380
FOR IMMEDIATE RELEASE
VIRGINIA GAS COMPANY ANNOUNCES FILING OF MERGER PROXY AND $20 MILLION FINANCING
ABINGDON, VA (September 20, 2000) --- Virginia Gas Company (Nasdaq:VGCO; "the
Company") announced today that a preliminary proxy statement for its
annual meeting was filed with the SEC on September 18, 2000, as part of a NUI
Corporation (NYSE:NUI; "NUI") Form S-4 Registration Statement (Registration
No. 333-46036). The preliminary proxy statement is also an NUI prospectus
and, among other things, explains the proposed merger with NUI. The filing is
subject to discretionary review by the SEC. If the SEC determines not to
review the filing, the Company plans to schedule an annual meeting
in early November. If a review occurs, the meeting would be held at a later
date.
On September 13, in accordance with the merger agreement with NUI, the
Company closed a $20 million credit facility with NUI as interim financing to
fund its pipeline and storage expansion. To date, the Company has drawn $7
million of that facility. Although the Company has made all interest payments
on its existing debt when due, it remains in default of one of its financial
covenants and the drawing of the new facility will cause additional breaches.
The Company has not obtained waivers from its lenders for its covenant
defaults and management does not anticipate that the lenders will provide any
waivers. The Company's lenders have the right to call all amounts immediately
due and payable, which would amount to $33 million including prepayment
penalties.
The Company and NUI have each filed Notification and Report Forms with the
Antitrust Division of the United States Department of Justice and the Federal
Trade Commission as required under the Hart-Scott-Rodino Antitrust
Improvements Act. The merger also requires approval from the Virginia State
Corporation Commission. The Company and NUI anticipate making a joint filing
requesting such approval by month end.
Virginia Gas Company, headquartered in Abingdon, Virginia, is engaged in
activities including: pipeline operation, natural gas storage, gathering,
marketing and distribution services; natural gas exploration, production and
well operation; and propane distribution. The Company conducts its operations
primarily in the Commonwealth of Virginia. Information about Virginia Gas
Company is available on the Internet at www.vgco.com.
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THIS DOCUMENT INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS REFLECTING
THE COMPANY'S EXPECTATIONS AND OBJECTIVES IN THE NEAR FUTURE; HOWEVER, THERE
ARE MANY FACTORS UNKNOWN AT THIS TIME, WHICH MAY AFFECT OUTCOMES. FOR A MORE
DETAILED DESCRIPTION OF SUCH FACTORS SEE THE COMPANY'S SEC FILINGS.
