UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from _________ to __________
Commission File Number: 16385
NUI CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey 550 Route 202-206, P.O. Box 760 | 22-3708029 (908) 781-0500 |
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: |
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Common Stock, no par value | New York Stock Exchange | |
Preferred Stock Purchase Rights | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes No
Indicate by check mark if disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference to Part III of this Form 10-K or any amendment to the Form 10-K:
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the act):
Yes X No
The aggregate market value of 15,313,409 shares of common stock held by non-affiliates of the registrant using the $15.06 per share closing price on November 30, 2002 was $230,619,940.
The number of shares outstanding for each of the registrants classes of common stock, as of November 30, 2002:
Common Stock, No Par Value: 16,000,043 shares outstanding
Documents incorporated by reference: the registrant's definitive Proxy Statement for the registrant's Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission on or before January 28, 2003.
NUI Corporation is filing this Form 10-K/A to: (1) include the list of exhibits and Current Reports on Form 8-K in Item 15 of Part IV which were inadvertently deleted from the report, (2) include the correct document as Exhibit 10(lx), and (3) include the correct accountant's consent required as Exhibit 23.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Consolidated financial statements of the company as of September 30, 2002 and 2001 and for each of the three years in the period ended September 30, 2002 and the auditors' report thereon, and the unaudited quarterly financial data for the two-year period ended September 30, 2002 are included herewith as indicated on the "Index to Financial Statements and Schedule" on page F-1.
(2). Schedule II- Valuation and Qualifying Account for each of the three years in the period ended September 30, 2002. All other schedules are omitted because they are not required, are inapplicable or the information is otherwise shown in the financial statements or notes thereto.
(3) Exhibits:
Exhibit No. | Description | Reference |
2(i) | Letter Agreement, dated June 24, 1993, by and between NUI Corporation and Pennsylvania & Southern Gas Company | Incorporated by reference to Exhibit 2.1 to Registration Statement on Form S-4 No. 33-50561 dated October 18, 1993 |
2(ii) | Agreement and Plan of Merger, dated as of July 27, 1993, by and between NUI Corporation and Pennsylvania & Southern Gas Company | Incorporated by reference to Annex A to Registration Statement No. 33-50561 |
2(iii) | Agreement and Plan of Merger, dated as of June 13, 2000 by and among NUI Corporation, VGC Acquisition Inc. and Virginia Gas Company | Incorporated by reference to Annex A of Registration Statement on Form S-4 333-46036 dated September 18, 2000 |
2(iv) | Agreement and Plan of Exchange between NUI Corporation and NUI Holding Company, dated as of March 1, 2001 | Incorporated by reference to Exhibit 2 to NUI's Form 8-K dated March 2, 2001 |
2(v) | Agreement and Plan of Merger, as amended and restated as of March 28, 2001 by and among NUI Corporation, VGC Acquisition Inc. and Virginia Gas Company | Incorporated by reference to Exhibit 2(v) of NUI's Form 10-K Report for Fiscal Year 2001 |
2(vi) | Asset Purchase Agreement and Plan of Reoganization by and among NUI Corporation, NUI Telecom, Inc., Norcom Acquisition, LLC, Norcom Inc. and Shareholders of Norcom, Inc. dated as of March 1, 2002 | Filed herewith |
3(i) | Certificate of Incorporation, amended and restated as of December 1, 1995 | Incorporated by reference to Exhibit 3(i) of NUI's Form 10-K Report for Fiscal Year 1995 |
3(ii) | By-Laws, amended and restated as of March 2, 2001 | Incorporated by reference to Exhibit 3(ii) of NUI's Form 10-K Report for Fiscal Year 2001 |
4(i) | Rights Agreement between NUI Corporation and Mellon Securities Trust Company dated November 28, 1995 | Incorporated by reference to Exhibit 10.1 of NUI's Form 8-K dated December 1, 1995 |
4(ii) | First Amendment to Rights Agreement between NUI Corporation and Mellon Securities Trust Company dated as of February 26, 2001 | Incorporated by reference to Exhibit 4 to NUI's Form 8-K dated March 2, 2001 |
4(iii) | Rights Agreement between NUI Corporation and American Stock Transfer & Trust Company dated as of March 2, 2001 | Incorporated by reference to Exhibit 10(i) to NUI's Form 8-A dated March 2, 2001 filed March 6, 2001. |
10(i) | Service Agreement by and between Transcontinental Gas Pipe Line Corporation and Elizabethtown Gas Company ("EGC"), dated February 1, 1992 (#0.3686) | Incorporated by reference to Exhibit 10(i) to Registration Statement No. 33-50561 |
10(ii) | Service Agreement under Rate Schedule GSS by and between Transcontinental Gas Pipe Line Corporation and EGC, dated July 1, 1996 | Incorporated by reference to Exhibit 10(ii) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(iii) | Service Agreement under Rate Schedule LG-A by and between Transcontinental Gas Pipe Line Corporation and EGC, dated January 12, 1971, as amended 5/15/96 | Incorporated by reference to Exhibit 10(iii) of NUI's Form 10-K Report for Fiscal Year 1999 |
10(iv) | Service Agreement by and between Transcontinental Gas Pipe Line Corporation and EGC, dated November 1, 1995 (Contract #1.1997) | Incorporated by reference to Exhibit 10(iv) of NUI's Form 10-K Report for Fiscal Year 1996 |
10(v) | Service Agreement by and between Transcontinental Gas Pipe Line Corporation and EGC, dated November 1, 1995 (Contract #1.1995) | Incorporated by reference to Exhibit 10(v) of NUI's Form 10-K Report for Fiscal Year 1996 |
10(vi) | Firm Gas Transportation Agreement by and among Transcontinental Gas Pipe Line Corporation, EGC and National Fuel Gas Supply Corporation, dated November 1, 1984 | Incorporated by reference to Exhibit 10(vi) to Registration Statement No. 33-50561 |
10(vii) | Service Agreement by and among Transcontinental Gas Pipe Line Corporation and EGC, dated November 1, 1995 (Contract #1.1998) | Incorporated by reference to Exhibit 10(vii) of NUI's Form 10-K Report for Fiscal Year 1996 |
10(viii) | Service Agreement for Rate Schedule CDS by and between Texas Eastern Transmission Corporation and EGC, dated December 1, 1993 (Contract #800361) | Incorporated by reference to Exhibit 10(viii) to NUI's Form 10-K Report for Fiscal Year 1994 |
10(ix) | Service Agreement under Rate Schedule FTS-7 by and between Texas Eastern Transmission Corporation and EGC, dated October 25, 1994 (Contract #331720) | Incorporated by reference to Exhibit 10(ix) to NUI's Form 10-K Report for Fiscal Year 1994 |
10(x) | Service Agreement for Rate Schedule FTS-5 by and between Texas Eastern Transmission Corporation and EGC, dated March 18, 1996 (Contract #331501) | Incorporated by reference to Exhibit 10(x) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xi) | Service Agreement under Rate Schedule FTS-8 by and between Texas Eastern Transmission Corporation and EGC, dated June 28, 1994 (Contract #331013) | Incorporated by reference to Exhibit 10(xi) to NUI's Form 10-K Report for Fiscal Year 1994 |
10(xii) | Firm Transportation Service Agreement under FTS-2 Rate Schedule by and between City Gas Company of Florida and Florida Gas Transmission Company, dated August 12, 1993 | Incorporated by reference to Exhibit 10(xii) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xiii) | Service Agreement for Rate Schedule FTS-2 by and between Texas Eastern Transmission Corporation and EGC, dated June 1, 1993 (Contract #330788) | Incorporated by reference to Exhibit 10(xiii) to Registration Statement No. 33-50561 |
10(xiv) | Service Agreement under NTS Rate Schedule by and between Columbia Gas Transmission Corporation and EGC, dated November 1, 1993 (Contract #39275) | Incorporated by reference to Exhibit 10(xiv) to NUI's Form 10-K Report for Fiscal Year 1993 |
10(xv) | Service Agreement under SST Rate Schedule by and between Columbia Gas Transmission Corporation and EGC, dated November 1, 1993 (Contract #38045) | Incorporated by reference to Exhibit 10(xv) to NUI's Form 10-K Report for Fiscal Year 1993 |
10(xvi) | Service Agreement under FTS Rate Schedule by and between Columbia Gas Transmission Corporation and EGC, dated November 1, 1993 (Contract #37882) | Incorporated by reference to Exhibit 10(xvi) to NUI's Form 10-K Report for Fiscal Year 1993 |
10(xvii) | Gas Transportation Agreement under FT-G Rate Schedule by and between Tennessee Gas Pipeline Company and EGC (Contract #597), dated September 1, 1993 | Incorporated by reference to Exhibit 10(xvii) to NUI's Form 10-K Report for Fiscal Year 1993 |
10(xviii) | Gas Transportation Agreement under FT-G Rate Schedule by and between Tennessee Gas Pipeline Company and EGC (Contract #603), dated September 1, 1993 | Incorporated by reference to Exhibit 10(xviii) to NUI's Form 10-K Report for Fiscal Year 1993 |
10(xix) | Service Agreement by and between Transcontinental Gas Pipe Line Company and EGC, dated November 1, 1995 (Contract #3832) | Incorporated by reference to Exhibit 10(xix) of NUI's Form 10-K Report for Fiscal Year 1996 |
10(xx) | Firm Transportation Service Agreement under FTS-1 Rate Schedule by and between City Gas and Florida Gas Transmission dated October 1, 1993 (Contract # 5034) as amended July 27, 2000 | Incorporated by reference to Exhibit 10(xx) of NUI's Form 10-K Report for Fiscal Year 2000 |
10(xxi) | Amended and Restated Lease Agreement between NUI Corporation and Liberty Hall Joint Venture, dated April 28, 2000 | Incorporated by reference to Exhibit 10(xxi) of NUI's Form 10-K Report for Fiscal Year 2000 |
10(xxii) | 1988 Stock Plan | Incorporated by reference to Exhibit 10(viii) to Registration Statement on Form S-4 No. 33-21525 dated April 28, 1988 |
10(xxiii) | First Amendment to 1988 Stock Plan | Incorporated by reference to Exhibit 10(xxxiii) to Registration Statement on Form S-2 No. 33-46162 dated March 11, 1992 |
10(xxiv) | Form of Termination of Employment and Change in Control Agreements | Incorporated by reference to Exhibit 10(xxiii) of NUI's Form 10-K Report for Fiscal Year 1995 |
10(xxv) | Firm Transportation Service Agreement under FTS-2 Rate Schedule by and between City Gas and Florida Gas Transmission, dated December 12, 1991 and Amendment dated November 12, 1993 (Contract #3608) | Incorporated by reference to Exhibit 10(xxiv) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxvi) | Service Agreement under Rate Schedule LG-A by and between Transcontinental Gas Pipeline and North Carolina Gas Service Division of Pennsylvania & Southern Gas Company, dated August 5, 1974 | Incorporated by reference to Exhibit 10(xxv) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxvii) | Service Agreement under Rate Schedule GSS by and between Transcontinental Gas Pipeline and North Carolina Gas Service, dated July 1, 1996 | Incorporated by reference to Exhibit 10(xxvi) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xxviii) | 1996 Employee Stock Purchase Plan, as amended | Incorporated by reference to Exhibit 4 of Registration Statement on Form S-8 No. 333-49349 dated April 13, 1998 |
10(xxix) | Service Agreement under Rate Schedule FT by and between Transcontinental Gas Pipeline and North Carolina Gas Service Division of Pennsylvania & Southern Gas Company, dated February 1, 1992 (Contract # 0.3922) | Incorporated by reference to Exhibit 10(xxviii) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxx) | 1996 Directors Stock Purchase Plan | Incorporated by reference to Exhibit 10(xxix) of NUI's Form 10-K Report for Fiscal Year 1996 |
10(xxxi) | Gas Storage Contract under Rate Schedule FS by and between Tennessee Gas Pipeline Company and Pennsylvania & Southern Gas Company, dated September 1, 1993 (Contract #2277) | Incorporated by reference to Exhibit 10(xxx) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxxii) | Gas Transportation Agreement under Rate Schedule FT-A by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas Company, dated September 1, 1993 (Contract #935) | Incorporated by reference to Exhibit 10(xxxi) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxxiii) | Gas Transportation Agreement under Rate Schedule FT-A by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas Company, dated September 1, 1993 (Contract #936) | Incorporated by reference to Exhibit 10(xxxii) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxxiv) | Gas Transportation Agreement under Rate Schedule FT-A by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas Company, dated September 1, 1993 (Contract #959) | Incorporated by reference to Exhibit 10(xxxiii) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxxv) | Gas Transportation Agreement under Rate Schedule FT-A by and between Tennessee Gas Pipeline Co. and Pennsylvania & Southern Gas Company, dated September 1, 1993 (Contract #2157) | Incorporated by reference to Exhibit 10(xxxiv) of NUI's Form 10-K Report for Fiscal Year 1994 |
10(xxxvi) | Service Agreement for Rate Schedule CDS by and between Texas Eastern Transmission Corporation and EGC, dated June 1, 1993 (Contract #800217) | Incorporated by reference to Exhibit 10(xxxvi) of NUI's Form 10-K Report for Fiscal Year 2000 |
10(xxxvii) | Service Agreement for Rate Schedule FT by andbetween Transcontinental Gas Pipe Line Corporation and EGC (Contract #1.0431) dated April 1, 1995 | Incorporated by reference to Exhibit 10(xxxvi) of NUI's Form 10-K Report for Fiscal Year 1995 |
10(xxxviii) | Service Agreement for Rate Schedule FT by andbetween Transcontinental Gas Pipe Line Corporation and EGC (Contract #1.0445) dated April 1, 1995 | Incorporated by reference to Exhibit 10(xxxvii) of NUI's Form 10-K Report for Fiscal Year 1995 |
10(xxxix) | Service Agreement for Rate Schedule SS-1 by and between Texas Eastern Transmission Corporation and EGC (Contract (#400196) dated September 23, 1994 | Incorporated by reference to Exhibit 10(xxxviii) of NUI's Form 10-K Report for Fiscal Year 1995 |
10(xl) | Gas Storage Agreement under Rate Schedule FS by and between Tennessee Gas Pipeline Company and EGC (Contract #8703) dated November 1, 1994 | Incorporated by reference to Exhibit 10(xxxix) of NUI's Form 10-K Report for Fiscal Year 1995 |
10(xli) | Consulting Agreement, dated as of March 24, 1995, between NUI Corporation and John Kean | Incorporated by reference to Exhibit 10(xl) of NUI's Form 10-K Report for Fiscal Year 1995 |
10(xlii) | Form of Deferred Compensation Agreement | Incorporated by reference to Exhibit 10(xli) of NUI's Form 10-K Report for Fiscal Year 1999 |
10(xliii) | 1996 Stock Option and Stock Award Plan, as amended and restated as of November 26, 2001 | Incorporated by reference to Exhibit 10(xliii) of NUI's Form 10-K Report for Fiscal Year 2001 |
10(xliv) | Service Agreement under Rate Schedule FT by and between Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1, 1997 (Contract #010003) | Incorporated by reference to Exhibit 10(xliii) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xlv) | Service Agreement under Rate Schedule FT by and between Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1, 1997 (Contract #010011) | Incorporated by reference to Exhibit 10(xliv) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xlvi) | Service Agreement under Rate Schedule FT by and between Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1, 1997 (Contract #010012) | Incorporated by reference to Exhibit 10(xlv) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xlvii) | Service Agreement under Rate Schedule FT by and between Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1, 1997 (Contract #010013) | Incorporated by reference to Exhibit 10(xlvi) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xlviii) | Service Agreement under Rate Schedule ST by and between Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1, 1997 (Contract #020003) | Incorporated by reference to Exhibit 10(xlvii) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(xlvix) | Service Agreement under Rate Schedule ST by and between Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1, 1997 (Contract #020005) | Incorporated by reference to Exhibit 10(xlviii) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(l) | Service Agreement under Rate Schedule FT by and between Elkton Gas and Eastern Shore Natural Gas Company, dated as of November 1, 1998 (Contract #010032) | Incorporated by reference to Exhibit 10(xlix) of NUI's Form 10-K Report for Fiscal Year 1997 |
10(li) | Agreement between T.I.C. Enterprises, L.L.C and United States Postal Service | Incorporated by reference to Exhibit 10.1 of NUI's Form 8-K filed 12/15/99. |
10(lii) | Service Agreement under Rate Schedule LNG by and between Transcontinental Gas Pipe Line Corporation and NUI Corporation dated as of October 25, 1999 (Contract #3.2339) | Incorporated by reference to Exhibit 10(lii) of NUI's Form 10-K Report for Fiscal Year 2000 |
10(liii) | Gas Transportation Agreement under Rate Schedule FT-A by and between Tennessee Gas Pipeline Company and NUI Corporation dated as of October 17, 1999 (Contract #31117) | Incorporated by reference to Exhibit 10(liii) of NUI's Form 10-K Report for Fiscal Year 2000 |
10(liv) | Asset Sale Agreement between NUI Corporation and C&T Enterprises, Inc. dated as of October 4, 2000 | Incorporated by reference to Exhibit 10(liv) of NUI's Form 10-K Report for Fiscal Year 2000 |
10(lv) | Service Agreement under Rate Schedule FT by and between NUI Corporation and Eastern Shore Natural Gas Company, dated as of May 1, 2001 (Contract #010041) | Incorporated by reference to Exhibit 10(lv) of NUI's Form 10-K Report for Fiscal Year 2001 |
10(lvi) | Credit Agreement by and among NUI Corporation and the financial institutions named therein, dated as of December 19, 2001. | Incorporated by reference to Exhibit 99 of NUI's Form 8-K filed 1/31/02 |
10(lvii) | Service Agreement for Rate Schedule FT-1 by and between Texas Eastern Transmission LP and NUI Utilities, Inc. (Contract (#910333) dated March 27, 2002 | Filed herewith |
10(lviii) | First Amendment to Credit Agreement by and among NUI Corporation and the financial institutions named therein, dated as of February 26, 2002. | Filed herewith |
10(lix) | Second Amendment to Credit Agreement by and among NUI Corporation and the financial institutions named therein, dated as of August 9, 2002 | Filed herewith |
10(lx) | Third Amendment to Credit Agreement by and among NUI Corporation and the financial institutions named therein, dated as of October 25, 2002 | Filed herewith |
10(lxi) | Fourth Amendment to Credit Agreement by and among NUI Corporation and the financial institutions named therein, dated as of November 13, 2002 | Filed herewith |
12 | Consolidated Ratio of Earnings to Fixed Charges | Filed herewith |
21 | Subsidiaries of NUI Corporation | Filed herewith |
23 | Consent of Independent Public Accountants | Filed herewith |
99.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
99.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
Exhibits listed above which have heretofore been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, and which were designated as noted above and have not been amended, are hereby incorporated by reference and made a part hereof with the same effect as if filed herewith.
The company is a party to various agreements with respect to long-term indebtedness to which the total amount of indebtedness authorized under each agreement, respectively, does not exceed 10 percent of the total assets of the company on a consolidated basis. The company hereby agrees to furnish to the Securities and Exchange Commission copies of such agreements upon request.
(b) Reports on Form 8-K:
None
Schedule II | |||||||
NUI Corporation and Subsidiaries | |||||||
Additions | |||||||
Description | Balance, | Charged to |
Other |
Deductions | Balance, | ||
2002 | |||||||
Allowance for doubtful accounts | $ 3,875 | $ 6,970 | $ 1,438a,c | $ 7,091b | $ 5,192 | ||
Environmental remediation reserve | $ 32,559 | --- | 2,453 | 1,160 | $ 33,852 | ||
Restructuring reserve | $ --- | 1,203 | --- | 919 | $ 284 | ||
2001 | |||||||
Allowance for doubtful accounts | $ 1,383 | $ 5,734 | $3,271a,c | $ 6,513b | $ 3,875 | ||
Environmental remediation reserve | $ 33,361 | --- | --- | 802 | $ 32,559 | ||
2000 | |||||||
Allowance for doubtful accounts | $ 1,586 | $ 3,934 | $ 1,588a | $ 5,725b | $ 1,383 | ||
Environmental remediation reserve | $ 33,981 | --- | --- | 620 | $ 33,361 | ||
a Recoveries | |||||||
b Uncollectible amounts written off. | |||||||
c Acquisitions | |||||||
Note: The schedule above excludes amounts included within Assets and Liabilities Held for Sale on the Consolidated Balance Sheets.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the township of Bedminster, State of New Jersey, in the day of February 13, 2003.
NUI CORPORATION
By: /s/ James R. Van Horn
Chief Administrative Officer,
General Counsel and Secretary
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Kean, Jr., certify that:
1. I have reviewed this amended annual report on Form 10-K/A of NUI Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2003
/s/ John Kean, Jr.
President and
Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, A. Mark Abramovic, certify that:
1. I have reviewed this amended annual report on Form 10-K/A of NUI Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2003
/s/ A. Mark Abramovic
Chief Operating Officer and
Chief Financial Officer