UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 1999
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: 1-8353
NUI CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey 22-1869941
(State of organization) (I.R.S. Employer Identification
No.)
550 Route 202-206, P.O. Box 760
Bedminster, New Jersey 07921-0760 (908) 781-0500
(Address of principal executive (Registrant's telephone number,
offices) including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:
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 [X] 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 registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]
The aggregate market value of 12,261,910 shares of common stock
held by non-affiliates of the registrant using the $25.1875 per share
closing price on November 30, 1999 was $308,846,858.
The number of shares outstanding for each of the registrants classes
of common stock, as of November 30, 1999:
Common Stock, No Par Value: 12,837,811 shares outstanding
DOCUMENTS INCORPORATED BY REFERENCE
None.
NUI Corporation files this Form 10-K/A to amend and restate Part
III of its Form 10-K for the Year Ended September 30, 1999 as follows:
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
Set forth below is information concerning the age, current
term, committee memberships, the period served as a director and
business experience during the past five years with respect to each
current director serving on the NUI board:
James J. Forese, age 63
Current term expires in 2000. Member of the Audit, Compensation
and Executive Committees. Mr. Forese has served as a director of
current NUI since 1978. Since July, 1998 he has served as President
and Chief Executive Officer and a director of IKON Office Solutions
(office equipment and supply systems). From January, 1997 to June,
1998 he served as Executive Vice President and President,
International Operations, of IKON Office Solutions. From January, 1996
to December, 1996, he served as Executive Vice President, Chief
Operating Officer and a director of Alco Standard Corp. From October,
1993 through December, 1995 he served as General Manager of Customer
Financing for International Business Machines Corporation and as
Chairman of IBM Credit Corporation. Mr. Forese also serves as a
director of American Management Systems, Inc.
R. Van Whisnand, age 55
Current term expires in 2000. Member of the Compensation,
Investment and Executive Committees. Mr. Whisnand has served as a
director since 1982. Since September, 1998 he has served as Managing
Partner, Osprey Partners Investment Management, LLC (investment
management firm). From March, 1995 to August, 1998 he served as a
principal of Fox Asset Management (investment management firm). Prior
thereto, he served as a partner in Combined Capital Management
(investment management firm).
Dr. Vera King Farris, age 59
Current term expires in 2002, Member of the Compensation and
Investment Committees. Dr. Farris has served as a director of current
NUI since 1994. She is President of The Richard Stockton College of
New Jersey. She also serves as a director of Flagstar Companies, Inc.
and on the boards of numerous educational and civic organizations.
J. Russell Hawkins, age 44
Current term expires in 2002. Member of the Audit and
Compensation Committees.
Mr. Hawkins has served as a director of current NUI since September
1998. Since September 1996, he has served as President and Chief
Executive Officer and a director of Paragon Networks International
(designer and manufacturer of innovative access products for use in
wide area network systems). Prior thereto, he served as Managing
Director of AT&T (Lucent Technologies).
John Winthrop, age 63
Current term expires in 2002. Member of the Audit, Executive and
Investment Committees. Mr. Winthrop has served as a director since
1978. He is President of John Winthrop & Co., Inc. and a partner of
Winthrop Melhado Flynn (both investment management firms). He also
serves as a director of the American Farmland Trust, the Pioneer Funds
and the Palmetto Project, Charleston, SC.
John Kean, age 70
Current term expires in 2001. Chairman of the Board of
Directors. Member of the Executive and Investment Committees. Mr.
Kean has served as a director since 1969. He served as Chief Executive
Officer of current NUI from 1969 until his retirement in April, 1995,
holding the positions of Chairman of the Board since October, 1994 and
President from 1969 until October, 1994. Mr. Kean is also a director
of E'Town Corporation and its subsidiary, Elizabethtown Water Company.
John Kean, Jr., age 42
Current term expires in 2001. President and Chief Executive
Officer. Member of the Executive Committee. Mr. Kean has served as a
director since 1995. Since April, 1995 he has served as President and
Chief Executive Officer of current NUI. From October, 1994 through
March, 1995 he served as President and Chief Operating Officer. He
served as Executive Vice President of current NUI from January, 1992
to September, 1994 and as Executive Vice President of Elizabethtown
Gas Company from March, 1993 to September, 1994. Prior to March, 1993,
Mr. Kean held the additional position of Chief Financial Officer of
current NUI. Mr. Kean also serves on the board of trustees of the
Institute of Gas Technology.
Dr. Bernard S. Lee, age 65
Current term expires in 2001. Member of the Audit and
Compensation Committees. Dr. Lee has served as a director since 1992.
He is President and Chief Executive Officer of the Institute of Gas
Technology ("IGT") (a United States based energy and environmental
research and development organization providing global support to the
natural gas industry) and a member of the IGT board of trustees and
executive committee. He is Chairman of M-C Power Corp., a majority-
owned subsidiary of IGT. Dr. Lee is also a director of Peerless Mfg.
Co. and National Fuel Gas Company.
Executive Officers
The following information is provided with respect to each
executive officer of current NUI. Officers are elected annually at the
first meeting of the board of directors following the Annual Meeting.
There are no arrangements or understandings between any officer and
any other person pursuant to which the officer was selected.
John Kean, Jr., age 42
President and Chief Executive Officer
Since April, 1995 Mr. Kean has served as President and Chief
Executive Officer of current NUI. From October, 1994 through March,
1995 he served as President and Chief Operating Officer. From March,
1993 to September, 1994, he served as Executive Vice President of
Elizabethtown Gas. Prior thereto, he served as Chief Financial
Officer of current NUI. He held the additional position of Executive
Vice President of current NUI from January, 1992 to September, 1994.
A. Mark Abramovic, age 51
Senior Vice President, Chief Operating Officer and Chief Financial
Officer
Mr. Abramovic has served as Senior Vice President and Chief
Financial Officer of current NUI since September, 1997 and as Chief
Operating Officer since May, 1998. From December, 1993 to August,
1997, he served as Senior Vice President and Chief Financial Officer
of Equitable Resources, Inc. Prior thereto, he served as Vice
President and Chief Financial Officer of Connecticut Natural Gas
Corporation.
Michael J. Behan, age 53
Vice President-New Ventures
Mr. Behan has served as Vice President of current NUI since
March, 1993. Prior thereto, he served as Assistant Vice President of
current NUI. He also serves as President of NUI Environmental Group,
Inc. and Utility Business Services, Inc.
Robert F. Lurie, age 42
Vice President-Corporate Development and Treasurer
Mr. Lurie has served as Vice President-Corporate Development and
Treasurer of current NUI since March, 1997. He has served as Treasurer
since February, 1994 and Vice President since March, 1996. Prior to
February, 1994, he served as Director of the Office of Public Finance
for the Treasury Department of the State of New Jersey.
James R. Van Horn, age 43
Chief Administrative Officer, General Counsel and Secretary
Mr. Van Horn has served as General Counsel and Secretary of
current NUI since June, 1995 and Chief Administrative Officer since
May, 1998. Prior to June, 1995, he served as Senior Vice President,
General Counsel and Secretary of Citizens First Bancorp, Inc. and
Citizens First National Bank of New Jersey.
Item 11. Executive Compensation.
COMPENSATION OF DIRECTORS
The compensation program for directors is designed to
closely align the interests of directors with the interests of
shareholders. Each non- employee director of current NUI (with the
exception of John Kean) is paid a retainer fee pursuant to current
NUI's 1988 Stock Plan and 1996 Stock Option and Stock Award Plan that
consists of a deferred grant of shares of common stock. The number of
shares of common stock to be allocated to a non-employee director's
account every year is determined by dividing the annual board retainer
(plus the annual committee chair retainer, if applicable) by the fair
market value of the common stock on the date of the annual
organization meeting of the board. Currently, the annual board
retainer for non-employee directors is $15,000 and the annual
committee chair retainer is $2,500. In addition to these shares, the
accounts of non-employee directors are credited on each common stock
dividend payment date with that number of additional shares that could
have been purchased on the accrued shares in the account had the
shares been issued and the dividends reinvested. The number of shares
accrued to a director are issued upon the director's retirement or
other termination of the director's service as a member of the board.
As of September 30, 1999, the total deferred grants for non-employee
directors provide for the issuance of 32,261 shares of common stock.
These shares are issuable as follows: James J. Forese and R. Van
Whisnand, 7,277 shares each; John Winthrop, 6,550 shares; Bernard S.
Lee, 5,793 shares; Vera King Farris, 4,476 shares; and J. Russell
Hawkins, 888 shares. In addition to these retainers, non-employee
directors (with the exception of John Kean) are paid $600 for
attendance at each regular or special meeting of the board of
directors and any committee of the board.
Current NUI is party to a consulting agreement with John
Kean, who retired as Chief Executive Officer of current NUI effective
April 1, 1995. The agreement expires on March 31, 2001 and contains
the following provisions:
- Mr. Kean provides consulting services to current NUI for up
to 110 hours each calendar month;
- Mr. Kean must devote sufficient time and effort to perform
such duties as may be assigned by current NUI or the board of
directors from time to time
- during the term of the agreement, if Mr. Kean remains a
director, he shall hold the position of Chairman of the board
- in consideration of the services rendered under the
agreement, current NUI provides Mr. Kean with:
1. an annual fee of $150,000;
2. office space;
3. clerical support;
4. expense reimbursement; and
5. life, health and medical coverages similar to those
previously provided to him when he was an employee of
current NUI.
- the agreement will terminate automatically in the event of
Mr. Kean's death
- the agreement may be terminated by current NUI for cause or
if Mr. Kean should become disabled
- Mr. Kean may terminate the agreement:
1. for "Good Reason" (as defined in the agreement)
following a change in control of current NUI; or
2. upon the impairment of his health or upon thirty
days prior written notice.
- upon a change in control of current NUI, the agreement is
automatically extended for three years following such change in
control
- if, following a change in control, the agreement is
terminated by Mr. Kean for Good Reason or by current NUI (or its
successor) other than as a result of Mr. Kean's disability or for
cause, Mr. Kean shall be entitled to receive:
1. an amount equal to the amounts which would have
otherwise been paid to him if the agreement had
remained in effect through its term;
2. the continuation of benefits through the term
of the agreement; and
3. an amount, if necessary, in order to offset the
impact of the application of any excise tax imposed under
the Internal Revenue Code upon the value of such payments
and benefits.
Other than the amounts paid and the benefits provided under the
agreement, Mr. Kean does not receive any additional compensation for
serving on the board or committees of the board of current NUI, its
divisions or subsidiaries.
Current NUI has in effect a retirement plan for directors. To be
eligible for retirement benefits under the Plan, a director must have
served as a director for at least ten years, with a minimum of five
years of service as a non-employee of current NUI and its
subsidiaries. An eligible participant in the Plan will be paid, upon
retirement at or after age 70, an annual retirement benefit for life
equal to the value of the annual board retainer in effect at the time
of the director's retirement, subject to a minimum annual benefit of
$8,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The disclosure rules require current NUI to report certain
relationships involving current NUI in which members of the
compensation committee have a direct or indirect material interest.
Also required is disclosure of interlocking relationships among
compensation committee members and those executive officers of current
NUI, if any, who also serve as members of compensation committees or
executive officers at other companies. The purpose of these
requirements is to allow shareholders to assess the independence of
current NUI's compensation committee members in making executive
compensation decisions and recommendations. While current NUI has had
transactions with companies and firms with which certain members of
the compensation committee are, or at some point during fiscal year
1999 were, affiliated as an officer and/or director, there are no such
relationships in which members of the committee have a direct or
indirect material interest. In addition, there are no interlocking
relationships of the nature described above involving members of the
compensation committee. The members of the compensation committee are
Vera King Farris, James J. Forese, J. Russell Hawkins, Bernard S. Lee
and R. Van Whisnand (Chairman).
Change in Control Agreements
Current NUI is party to change in control agreements with
certain officers, including those officers listed in the Summary
Compensation Table. The purpose of these agreements is to provide key
management personnel with certain financial protection in the event of
a change in control of current NUI and the subsequent termination of
the officer's employment. By providing this protection, current NUI
helps to ensure that the efforts of key employees remain focused on
current NUI's performance and the enhancement of shareholder value
during rumored, potential or actual change in control situations.
Under these agreements:
- a covered officer becomes entitled to the payments and
benefits provided for in the agreement if, within thirty-six months
after the change in control,
1. current NUI (or its successor) terminates the employee
other than for cause or as a result of the employee's death or
disability; or
2. the employee terminates his or her employment for Good
Reason (as defined in the agreement).
- the payments to which a covered officer will be entitled in
such a termination event include a payment of up to three times the
officer's annual base salary plus three times the highest incentive
compensation award received by the officer during the preceding
thirty-six months
- following termination of employment,
1. the officer will continue to participate in all employee
benefit plans in which the officer was eligible to participate on
the date of termination;
2. all incentive awards not yet paid will be payable; and
3. the spread between the exercise price and the higher of
the highest bid price during the twelve months preceding
termination or the highest price per share paid in connection
with any change in control will be payable in cash in lieu of
stock issuable upon the exercise of stock options.
Most change in control agreements provide that in the event that
any payment or benefit received under the agreement would be an
"excess parachute payment" (within the meaning of Section 280G(b)(1)
of the Internal Revenue Code of 1986, as amended from time to time),
then the present value of all payments to be received under the
agreement shall be reduced to an amount which maximizes payments but
does not result in the payment of an excess parachute payment.
The agreements with John Kean, Jr., A. Mark Abramovic and James
R. Van Horn provide that, if any payments are subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code as a result
of an excess parachute payment, current NUI (or its successor) shall
gross-up the payments to be made to them so that the net amount shall
be equal to the payments prior to the payment of any excise tax and
any income taxes on the gross-up payment.
Except as set forth above, current NUI is not party to any other
employment, change in control or termination agreements with executive
officers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee of the board of directors is comprised
of five independent, non-employee directors. The committee has
responsibility for making recommendations to the board concerning
current NUI's executive compensation policies, practices and
objectives. The committee makes recommendations to the board
concerning base salary levels and cash bonus awards for the officers
of current NUI and its subsidiaries. The committee also administers
current NUI's 1988 Stock Plan and 1996 Stock Option and Stock Award
Plan (the "Stock Plans"), making grants and awards under the Stock
Plans to selected key employees in its discretion.
In discharging its responsibilities, the committee draws upon
various resources, including, but not limited to, the varied business
experiences and knowledge of committee members and other non-employee
directors in the area of executive compensation and the advice of
independent compensation experts. These resources allow the committee
to stay abreast of current trends and developments in executive
compensation and provide valuable guidance to the committee in making
decisions and recommendations to the board of directors.
The committee strongly believes that the executive compensation
program should be designed to align the interests of management
closely with the interests of shareholders and to tie compensation
levels to the performance of current NUI and the achievement of long-
term and short-term goals and objectives. The committee also
recognizes the importance of a strong executive compensation program
to attract and retain qualified executives. Accordingly, the program
is designed to:
Provide short-term incentives for individual and company
performance through the payment of cash bonuses;
Provide long-term incentives for enhancing shareholder value
through equity-based compensation which is earned upon the
achievement of specific company performance goals; and
Provide current NUI with the ability to attract, motivate
and retain key executives who are critical to the success of
current NUI through the payment of competitive base salaries, the
opportunity to earn incentive compensation and the provision of a
competitive benefits package.
The components of current NUI's executive compensation program
are base salary, cash bonuses, long-term incentive compensation and
various benefits. Long-term compensation is comprised of grants and
awards under current NUI's stock plans pursuant to which the committee
may make stock awards and grants of restricted stock, stock options
and stock appreciation rights. The benefits provided to executives
include medical, retirement and savings plans, which are available to
employees generally, and supplementary medical and retirement plans
that are not available to employees generally.
In making determinations for long-term performance-based
restricted stock grants, and in establishing recommendations to be
made to the board of directors for increases in base salary and for
cash bonuses for current NUI's executives, the committee considers
data provided by independent compensation experts for the purpose of
determining competitive levels of total compensation for each of
current NUI's executives. The committee's objective is to develop a
total compensation program that is competitive in the marketplace and
provides significant incentive to increase shareholder value.
Accordingly, the mix of compensation for executive officers will
generally consist of:
- a base salary that is within the range for similar positions
in the marketplace;
- cash bonuses which are generally in line with the
competitive midpoint for similar positions in the marketplace; and
- long-term incentive grants of restricted stock that are
generally above the midpoint for similar positions in the marketplace.
While the committee believes it is important to ensure that total
compensation levels for each of current NUI's executives are
competitive, it also believes that the mix of compensation should be
weighted toward variable components that provide a significant
incentive for the achievement of financial performance objectives by
current NUI.
In order to further align management's interest with NUI
shareholders, the board of directors has implemented a committee
recommendation to establish minimum stock ownership requirements for
both officers and directors of current NUI, as follows:
- the Chief Executive Officer must own company common stock
with a market value equal to a minimum of four times his then current
base salary;
- other executive officers must own common stock with a market
value equal to a minimum of two times their then current base salary;
- non-executive officers must own common stock with a market
value equal to their then current base salary
- only shares which are owned outright by these officers will
be included in determining their compliance with these requirements;
- shares of restricted common stock which have not vested, as
well as shares which have not yet vested under current NUI's benefit
plans, are not included in determining compliance;
- members of the board of directors are required to own shares
of common stock with a market value equal to a minimum of six times
the then current value of the board's annual retainer (this would be
equivalent to $90,000 based upon the current retainer of $15,000 in a
deferred grant of common stock paid to members of the board); and
- for purposes of determining compliance with this
requirement, shares owned outright by directors will be combined with
any shares credited to their deferred stock accounts in accordance
with the Stock Plans.
These minimum stock ownership requirements were instituted in
1996 and officers and directors were given six years to comply. The
committee regularly monitors the progress of officers and directors
toward compliance.
Consistent with the committee's overall objective of aligning the
interests of management with the interests of shareholders and
providing an incentive for the enhancement of shareholder value, the
committee made grants of restricted common stock for fiscal year 1999
to certain key employees of current NUI, including the officers listed
in the Summary Compensation Table. The terms of these grants require
that current NUI achieve specific goals for earnings per share growth
during each of the next four fiscal years in order for the recipients
to receive all of the shares of common stock granted. Ownership of the
shares will vest 50% after two years, 25% after the third year and 25%
after the fourth year, subject to the condition that the performance
objectives have been attained. If minimum performance targets are not
met, all shares related to the applicable performance period are
forfeited. The committee has the authority to make adjustments to
these performance objectives if it deems such adjustments appropriate.
Current NUI's performance in fiscal year 1999 reflected a
significant improvement over results during fiscal year 1998.
Earnings per share, the primary benchmark used by the committee in
assessing company performance, increased by twenty-one percent (21%)
after the elimination of non-recurring items. This performance was
despite a winter that was significantly warmer than normal and was
largely the result of current NUI's cost containment measures and its
successful execution of a strategy to diversify sources of income to
make current NUI's financial performance less susceptible to the
impact of weather.
The compensation paid to John Kean, Jr., President and Chief
Executive Officer of current NUI, with respect to fiscal year 1999 is
set forth in the Summary Compensation Table. Mr. Kean's salary
increased by 10.9% in 1999 from the salary he received in 1998.
Because Mr. Kean's salary is significantly lower than the bottom of
the salary range for similar positions, the committee has determined
it appropriate to provide Mr. Kean with a series of salary increases
that are intended to bring his salary in line with the competitive
marketplace. The committee believes that Mr. Kean's performance in
fiscal year 1999 was largely responsible for the strong financial
results achieved by current NUI. Accordingly, Mr. Kean was awarded a
cash bonus of $210,000. As noted above, the committee strongly
believes in performance-based compensation in order to provide an
incentive to management to create shareholder value. In order to
provide a future long-term incentive for Mr. Kean to lead current NUI
to continually improve financial performance and to enhance
shareholder value, the committee granted him 20,000 shares of
restricted common stock, which is reflected in the Summary
Compensation Table. In order for Mr. Kean to obtain ownership of these
shares, certain vesting and company performance conditions must be
satisfied. This restricted stock award is consistent with the
committee's objective of aligning the interests of management with the
interests of shareholders.
The committee believes that current NUI's executive compensation
program is well structured and provides maximum incentive to
executives to continually improve upon the financial performance of
current NUI; to attract, retain and motivate key officers; and to
enhance shareholder wealth.
Members of the Compensation Committee
R. Van Whisnand, Chairman
Vera King Farris
James J. Forese
J. Russell Hawkins
Bernard S. Lee
ANNUAL COMPENSATION, LONG-TERM COMPENSATIONAND ALL OTHER COMPENSATION
The following table summarizes the compensation paid during
fiscal year 1999 to current NUI's Chief Executive Officer and each of
the four other most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
Name and Salary Bonus Restricted All Other
Principal Fiscal ($) ($) Stock Compensation
Position Year Awards ($)(2)
($)(1)
John Kean, Jr. 1999 290,775 210,000 523,120 5,784
President and
Chief
Executive Officer
1998 261,175 -- 503,120 6,302
1997 252,650 150,000 368,438 5,366
A. Mark 1999 204,250 137,940 235,404 5,742
Abramovic(3)
Senior Vice
President, Chief
Operating Officer
& Chief Financial
Officer
1998 190,000 47,500 226,404 6,175
1997 15,800 -- 36,844 --
James R. Van Horn 1999 161,850 100,004 91,546 5,723
Chief
Administrative
Officer, General
Counsel and
Secretary
1998 154,500 39,000 88,046 6,030
1997 143,000 66,500 85,969 4,489
Robert F. Lurie 1999 154,775 46,770 78,468 4,643
Vice President,
Corporate
Development &
Treasurer
1998 146,475 30,280 75,468 4,426
1997 128,025 45,600 73,688 5,090
Michael J. Behan 1999 152,225 77,950 91,546 4,362
Vice President,
New Ventures
1998 140,175 35,300 88,046 4,763
1997 133,325 49,400 81,056 4,616
(1) Shares of restricted stock carry a significant risk of forfeiture.
In order to earn all shares, earnings per share must increase at lease
ten (10) percent annually. The number of shares of restricted stock
granted to the listed officers with respect to fiscal year 1999 is as
follows: John Kean, Jr.: 20,000; A. Mark Abramovic: 9,000; James R.
Van Horn: 3,500; Robert F. Lurie: 3,000; and Michael J. Behan:
3,500. These shares will vest over a four year period as follows: 50%
after two years, 25% after three years and 25% after four years. The
value of the award is based upon the fair market price of the common
stock at the date of grant. In 1999, awards were granted on November
22, 1999 and the fair market price for the common stock was $26.156.
(2) Represents the employer match under qualified savings plans during
fiscal year 1999.
(3) Mr. Abramovic joined current NUI on September 2, 1997 and the
compensation information for Mr. Abramovic in 1997 relates to the
period of September 2, 1997 through September 30, 1997.
Set forth below is information on current outstanding restricted stock
for the listed officers as of September 30, 1999. Prior to vesting,
the recipients receive dividends on these shares and have voting
rights with respect to these shares.
Vesting Schedule
Officer Date of Shares Value on 1998 Vesting Vesting
Grant Remaining 9/30/99 Forfeitures Shares Date
to Vest $24.688
John 11/28/95 3,750 $92,580 3,750 3,750 11/28/99
Kean,
Jr.
11/15/96 7,500 185,160 3,750 11/15/99
3,750 11/15/00
11/24/97 11,250 277,740 3,750 3,750 11/24/99
3,750 11/24/00
3,750 11/24/01
11/23/98 20,000 493,760 10,000 11/23/00
5,000 11/23/01
5,000 11/23/02
A. Mark 11/24/97 3,375 $83,322 1,125 1,125 11/24/99
Abramovic 1,125 11/24/00
1,125 11/24/01
11/23/98 9,000 222,192 4,500 11/23/00
2,250 11/23/01
2,250 11/23/02
James R. 11/28/97 793 $19,578 794 793 11/28/99
Van Horn
11/15/96 1,600 39,501 800 11/15/99
800 11/15/00
11/24/97 2,625 64,806 875 875 11/24/99
875 11/24/00
875 11/24/01
11/23/98 3,500 86,408 1,750 11/23/00
875 11/23/01
875 11/23/02
Robert F. 11/28/95 714 $17,627 715 714 11/28/99
Lurie
11/15/96 1,500 37,032 750 11/15/99
750 11/15/00
11/24/97 2,250 55,548 750 750 11/24/99
750 11/24/00
750 11/24/01
11/23/98 3,000 74,064 1,500 11/23/00
750 11/23/01
750 11/23/02
Michael J. 11/28/95 838 $20,689 838 838 11/28/99
Behan
11/15/96 1,650 40,375 825 11/15/99
825 11/15/00
11/24/97 2,475 61,102 825 825 11/24/99
825 11/24/00
825 11/24/01
11/23/98 3,500 86,408 1,750 11/23/00
875 11/23/01
875 11/23/02
Options and Stock Appreciation Rights
No options or Stock Appreciation Rights (SARs) were granted
during fiscal year 1999 to any of the officers listed in the Summary
Compensation Table and no outstanding options or SARs were repriced in
the most recent fiscal year. The table set forth below provides
information concerning all currently outstanding stock options held by
officers listed in the Summary Compensation Table.
Aggregated Option/SAR Exercises in 1999 Fiscal Year
Option and SAR Values as of September 30, 1999
Name Shares Value Number of Securities Value of
Acquired Realized Underlying Unexercised
on ($) Unexercised In-the-Money
Exercise Options/SARs at FY- Options/SARs
(#) End(#) Exercisable at FY-End
Unexercisable Exercisable/
Unexercisable(1)
John -- -- 5,000 $35,315
Kean,
Jr.
(1) The Fair Market Value of the common stock as of September 30,
1999 was $24.688. Mr. Kean has an option to purchase 5,000 shares at
a per share exercise price of $17.625.
Retirement Benefit Plans
The executive officers of current NUI earn retirement benefits
that may be payable under three separate plans:
- current NUI's Retirement Plan, a funded plan in which more
than 70% of current NUI's employees are eligible to participate;
- the ERISA Excess Benefits Plan, an unfunded plan that is
designed to provide benefits for those participants in the
Retirement Plan for whom benefits are reduced by reason of the
limitations imposed under Section 415 of the Internal Revenue Code
of 1986, as amended from time to time (the "Code"); and
- the Supplemental Retirement Benefits Plan, an unfunded plan
that provides additional benefits to certain key employees, including
those listed in the Summary Compensation Table.
While participants in the Retirement Plan and the ERISA
Excess Benefits Plan become vested in their entitlement to benefits
under vesting requirements established under the Employee Retirement
Income Security Act of 1974, participants in the Supplemental
Retirement Benefits Plan are eligible to receive benefits from the
plan only if they reach retirement age while working for current
NUI.
The Retirement Plan, which is funded entirely by current NUI,
provides that a participant retiring at or after age 65 (or at or
after age 62 with at least 25 years of credited service) will
receive an annual retirement benefit equal in amount (when
calculated as a life annuity with two years certain) to 1-1/2% of
the participant's final average compensation (the average of the
highest sixty consecutive months' base salary) multiplied by the
number of years of credited service. Benefits payable to participants
in the Retirement Plan may be reduced by reason of the limitations
imposed under Section 415 of the Code. The ERISA Excess Benefits
Plan will pay the difference between the amount payable to the
participant under the Retirement Plan and the amount the
participant would have been paid but for the limitations imposed
under Section 415 of the Code. Benefits under this plan are subject
to the same terms and conditions as the benefits payable to the
participant under current NUI's Retirement Plan.
The unfunded Supplemental Retirement Benefits Plan provides that
each eligible employee who reaches retirement age while working
for current NUI will receive an annual retirement benefit equal in
amount (when calculated as a life annuity with two years certain)
to 2% of the participant's final average total compensation (the
average of the highest sixty consecutive months' earnings,
including cash bonuses earned) multiplied by the number of years of
credited service up to a maximum of 60%. Benefits otherwise
payable under the unfunded Supplemental Retirement Benefits Plan are
reduced by amounts payable under the Retirement Plan and the ERISA
Excess Benefits Plan.
The following table shows the maximum aggregate annual
retirement benefit payable from all three plans at normal
retirement age for various levels of final average compensation
and years of service, assuming payment of benefits in the form of
a life annuity with two years certain:
Remuneration 10 Years 20 Years 30 Years 40 Years
(*)
$100,000 $20,000 $40,000 $60,000 $60,000
150,000 30,000 60,000 90,000 90,000
200,000 40,000 80,000 120,000 120,000
250,000 50,000 100,000 150,000 150,000
300,000 60,000 120,000 180,000 180,000
350,000 70,000 140,000 210,000 210,000
400,000 80,000 160,000 240,000 240,000
450,000 90,000 180,000 270,000 270,000
500,000 100,000 200,000 300,000 300,000
550,000 110,000 220,000 330,000 330,000
600,000 120,000 240,000 360,000 360,000
*Average annual compensation utilized for formula purposes
includes salary and cash bonus as reported on the Summary Compensation
Table. The benefit amounts shown in the preceding table are not
subject to any deduction for Social Security benefits or other offset
amounts. The number of years of service now credited under the
Retirement Plan for the participants listed in the "Summary
Compensation Table" is as follows: John Kean, Jr., 14 years; A. Mark
Abramovic, 2 years; James R. Van Horn, 4 years; Robert F. Lurie, 5
years; and Michael J. Behan, 21 years.
PERFORMANCE GRAPH
The graph below reflects the performance of current NUI's common
stock during the past five fiscal years and compares that performance
with the performance of a broad market index, the S & P 500, and the
performance of an industry index during that same period of time. The
industry index is an index of natural gas distribution companies
prepared by Edward D. Jones & Co. The chart below tracks the
performance of an investment of $100 on October 1, 1994 and assumes
the reinvestment of dividends.
Graph appears here. Plot points are as follows:
1994 1995 1996 1997 1998 1999
NUI 100.0 96.7 116.1 150.0 152.9 171.2
Gas
Utilities 100.0 113.4 137.3 162.2 182.5 194.9
S&P 500 100.0 129.6 155.9 218.9 238.8 305.2
Although the total return for NUI during the five-year period
ending September 30, 1999 has lagged the Gas Utilities Index and the
S&P 500, during the past four years current NUI's performance has been
comparable to that of the gas utility industry. Based upon the indices
as well as current NUI's performance shown above for the four-year
period ending September 30, 1999, the total return for NUI was 77%, as
compared with a total return of 71.9% for the Gas Utilities Index. The
total return for the S&P 500 during this period was 135.5%. The
closing price of NUI common stock on September 30, 1999 was $24.75.
Item 12 Security Ownership of Certain Beneficial Owners and
Management.
Security Ownership of Certain Beneficial Owners. Current NUI's
management is aware of only the following shareholders, who own
beneficially more than five percent of current NUI's common stock.
Information concerning these shareholders and their common stock
ownership is set forth below:
Name and Address Number of Shares Percent of
Beneficial Owner Class
Neuberger and Berman 775,200 6.05
605 3rd Avenue
New York, NY 10158-0180
Fiduciary Trust Company 681,192 5.314
International
Two World Trade Center
New York, NY 10048
Security Ownership of Management. The following table shows, as
of December 31, 1999, the number and percent of the shares of common
stock beneficially owned by each director, each executive officer
listed in the Summary Compensation Table and all directors and
executive officers of current NUI as a group:
Title of Class Beneficial Owner Number of Percent of Class
Shares (1)(2)
Common A. Mark 24,810 *
Stock Abramovic
Michael J. Behan 17,635 *
Vera King Farris 4,923 *
James J. Forese 7,427 *
J. Russell Hawkins 888 *
John Kean (3) 427,383 3.3%
John Kean, Jr. 101,805 *
Bernard S. Lee (4) 14,063 *
Robert F. Lurie 15,576 *
James R. Van Horn 20,157 *
R. Van Whisnand 8,927 *
John Winthrop 16,362 *
12 directors and 680,174 5.3%
executive
officers as a
group
*Less than 1.0%
(1) Includes (a) the number of shares of common stock issuable to non-
employee directors upon termination of board service in payment for
their annual board and committee chair retainers, as follows: James
J. Forese and R. Van Whisnand, 7,277 shares each; John Winthrop,
6,550 shares; Bernard S. Lee, 5,793 shares; Vera King Farris, 4,476
shares; J. Russell Hawkins, 888 shares; and all directors as a group,
32,261 shares; (b) shares of restricted stock, as follows: A. Mark
Abramovic, 18,000 shares; Michael J. Behan, 7,000 shares; John Kean,
Jr., 40,000 shares; Robert F. Lurie, 6,000 shares; James R. Van Horn,
7,000 shares; and all directors and executive officers as a group,
110,261 shares; and (c) shares that are subject to currently
exercisable stock options, as follows: John Kean, Jr., 5,000 shares;
and all directors and executive officers as a group, 5,000 shares.
(2) Except as noted, each beneficial owner listed has sole voting and
investment power with respect to the shares indicated next to such
person's name.
(3) Includes 157,407 shares over which John Kean has shared voting and
investment power as a co-trustee under various trusts for the benefit
of members of the Kean family.
(4) Includes 1,000 shares held by Dr. Lee's wife.
Item 13.Certain Relationships and Related Transactions
Companies and firms with which certain directors are, or during
fiscal year 1999 were, affiliated as an officer and/or director had
transactions in the ordinary course of business with current NUI
during fiscal year 1999 and similar transactions are expected to occur
in the future. Except as discussed in the next paragraph, none of
these directors had a direct or indirect material interest in such
transactions. The companies or firms involved in these transactions
and the related directors are: E'Town Corporation and Elizabethtown
Water Company (John Kean), Institute of Gas Technology (John Kean, Jr.
and Bernard S. Lee) and IKON Office Solutions (James J. Forese).
In 1987, Elizabethtown Gas Company entered into an agreement of
lease with Liberty Hall Joint Venture for the occupancy of
approximately 160,000 square feet of a 200,000 square foot office
building in Union, New Jersey. The Joint Venture participants are Cali
Liberty Hall Associates (a New Jersey general partnership) and a Kean
family trust of which John Kean is a trustee. All negotiations
relative to the lease were conducted between Elizabethtown Gas Company
and Cali Liberty Hall Associates. No person involved with the Kean
family trust participated in such discussions. The transaction was on
terms no more favorable than those that would have been agreed upon by
third parties on an arm's length basis. The annual base rent is
approximately $2.9 million from 1996 through 1999, $3.3 million from
2000 through 2004, and $3.7 million from 2005 through 2009.
Family Relationships
John Kean is the father of John Kean, Jr.
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 January
31, 2000.
NUI CORPORATION
By: /s/ James R. Van Horn
Chief Administrative Officer,
General Counsel and Secretary
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 by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
/s/ John Kean, Jr. President, Chief
Executive Officer
and Director January 31, 2000
(Principal Executive
Officer)
/s/ John Kean Chairman and Director January 31, 2000
/s/A. Mark Abramovic Senior Vice President,
Chief Operating Officer January 31, 2000
and Chief Financial
Officer (Principal financial
and accounting officer)
/s/ James J. Forsee Director January 31, 2000
/s/ Dr. Vera King Farris Director January 31, 2000
/s/ J. Russell Hawkins Director January 31, 2000
/s/ Bernard S. Lee Director January 31 2000
/s/ R.V. Wisnand Director January 31, 2000
/s/ John Winthrop Director January 31, 2000