SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant ___
Check the appropriate box:
___ Preliminary proxy statement
X Definitive Proxy Statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NUI CORPORATION
(Name of Registrant as Specified in Its Charter)
JOSEPH P. COUGHLIN
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check appropriate box):
X $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i), or 14a-6(j)(2).
___ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11:
(4) Proposed maximum aggregate value of transaction:
___ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
NUI Corporation
550 Route 202-206, P.O. Box 760
Bedminster, New Jersey 07921-0760
(908) 781-0500
Notice of Annual Meeting of Shareholders
To the Shareholders:
The Annual Meeting of Shareholders of NUI Corporation ("NUI") will be held
in the auditorium at One Elizabethtown Plaza, Union, New Jersey, on
Tuesday, March 8, 1994 at 10:30 A.M. for the following purposes:
I. To elect three (3) directors for three-year terms expiring in
1997;
II. To approve the appointment, by the Board of Directors, of Arthur
Andersen & Co. as independent public accountants for the fiscal
year ending September 30, 1994;
III. To take action upon any other business as may properly come
before the meeting;
The Board of Directors has fixed the close of business on January 21, 1994
as the record date for the determination of the shareholders entitled to
notice of and to vote at such Annual Meeting or any adjournment or
postponement thereof.
By Order of the Board of Directors
JOSEPH P. COUGHLIN
Secretary
January 28, 1994
___________________________________
IMPORTANT
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE TO ENSURE ITS
ARRIVAL IN TIME FOR THE MEETING. PLEASE USE THE ACCOMPANYING POSTAGE-PAID
ENVELOPE.
___________________________________
Convenient parking is available in the immediate vicinity for shareholders
attending the meeting. Directions to the meeting site are included on the
back cover.
TABLE OF CONTENTS
Page
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE . . . . . 1
SOLICITATION, REVOCATION AND VOTING OF PROXIES . . . . . . . . . . . . 1
ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Board of Directors . . . . . . . . . . . . . . . . . 3
Committees of the Board of Directors . . . . . . . . . . 5
Compensation of Directors . . . . . . . . . . . . . . . 6
Compensation Committee Interlocks and Insider
Participation . . . . . . . . . . . . . . . . . . . 6
Family Relationships . . . . . . . . . . . . . . . . . . 7
Certain Relationships and Related Transactions . . . . . 7
Involvement in Certain Legal Proceedings . . . . . . . . 8
APPROVAL OF AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . 8
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . . . . . 8
Security Ownership of Certain Beneficial Owners . . . . 8
Security Ownership of Management . . . . . . . . . . . . 9
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . 11
Compensation Committee Report on Executive
Compensation . . . . . . . . . . . . . . . . . . . 11
Performance Graph . . . . . . . . . . . . . . . . . . . 13
Annual Compensation, Long-Term Compensation and All
Other Compensation . . . . . . . . . . . . . . . . 14
Options and SARs . . . . . . . . . . . . . . . . . . . . 17
Long-Term Incentive Plan Awards . . . . . . . . . . . . 17
Employment Contracts, Termination of Employment and
Change in Control Agreements . . . . . . . . . . . 17
ANNUAL REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . 18
NUI CORPORATION
550 Route 202-206, P.O. Box 760
Bedminster, New Jersey 07921-0760
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 8, 1994
This Proxy Statement is being furnished to shareholders in
connection with the solicitation by the Board of Directors of NUI
Corporation (hereinafter called the "Corporation" or "NUI") of proxies to
be voted at the Annual Meeting of Shareholders to be held on Tuesday, March
8, 1994, at 10:30 A.M., local time, and at any adjournment or postponement
thereof (the "Annual Meeting"). The approximate date on which this Proxy
Statement and the accompanying form of proxy are first being sent to
shareholders is January 28, 1994.
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
Only holders of shares of NUI common stock, no par value (the
"Common Stock") of record at the close of business on January 21, 1994 are
entitled to notice of and to vote at the Annual Meeting. As of January 21,
1994 there were outstanding 8,254,422 shares of Common Stock which is the
only class of capital stock entitled to vote at the meeting. On January 21,
1994, the shares of Common Stock were held by 6,061 holders of record.
The presence of a majority of the outstanding shares of Common
Stock, either in person or by proxy, is necessary to constitute a quorum at
the Annual Meeting. Each holder of Common Stock is entitled to one vote for
each share held.
Pursuant to the By-Laws of NUI the affirmative vote of the
holders of a plurality of the shares of Common Stock represented in person
or by proxy and voting at the Annual Meeting is required to elect the three
directors to the Board of Directors. The affirmative vote of the holders of
a majority of the shares of the Common Stock represented in person or by
proxy and voting at the Annual Meeting is required to approve the
appointment of Arthur Andersen & Co. as NUI's independent public
accountants.
SOLICITATION, REVOCATION AND VOTING OF PROXIES
This solicitation is made on behalf of the Board of Directors of
the Corporation. The cost of soliciting these proxies will be borne by the
Corporation. In addition to solicitation by mail, the Corporation will make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy material to their principals and will
reimburse them for their expenses in so doing. The solicitation will
initially be by mail and it may later be decided to make further
solicitation by mail, telephone, or personal calls by directors, officers
and regular employees of the Corporation and its subsidiaries and others.
The form of proxy enclosed is for use at the Annual Meeting if a
shareholder is unable to attend in person. The proxy may be revoked by a
shareholder at any time before it is exercised. All shares represented by
valid proxies received prior to the Annual Meeting, and not revoked before
they are exercised, will be voted at the Annual Meeting in accordance with
the instructions on the proxies. If no contrary instructions are indicated,
such proxies will be voted FOR each of the nominees to the Board of
Directors and FOR the appointment of Arthur Andersen & Co. as independent
public accountants for the fiscal year ending September 30, 1994. A
shareholder may revoke his or her proxy at any time prior to its use by
delivering a written notice to the secretary of the Annual Meeting at NUI
Corporation, 550 Route 202-206, P.O. Box 760, Bedminster, New Jersey
07921-0760 or by delivering a later-dated proxy to the secretary of the
Annual Meeting. Pursuant to New Jersey law, the presence at the Annual
Meeting of a shareholder who has given a proxy will not revoke such proxy
unless the shareholder files written notice of such revocation with the
secretary of the Annual Meeting prior to the voting of such proxy or votes
the shares subject to the proxy by written ballot.
ELECTION OF DIRECTORS
The By-Laws provide that the Board of Directors shall consist of
not less than eight nor more than 25 directors. Pursuant to action taken by
the Board of Directors the number of directors has been fixed at nine. The
By-Laws also provide that the Board of Directors shall be divided into
three classes with directors in each class serving three-year terms.
Approximately one-third of the Board of Directors will be elected each
year. At each annual meeting of shareholders, successors for those
directors whose terms expire at that annual meeting will be elected to
serve for three-year terms.
It is intended that the persons named in the proxy accompanying
this Proxy Statement will vote in favor of James J. Forese, Jack Langer and
R. V. Whisnand as directors of the Corporation for three-year terms
expiring at the 1997 annual meeting of shareholders or until their
successors are elected or appointed. All of the foregoing persons are
presently serving as directors and were elected by the shareholders at the
1992 annual meeting.
While it is not anticipated that any of the nominees will be
unable to serve, if any such nominee is not a candidate for election as a
director at the meeting, the proxy will be voted in favor of such other
person or persons, if any, in lieu thereof as the present Board of
Directors shall determine. There are no arrangements or understandings
between any nominee for election and any other person pursuant to which the
nominee was selected except for Jack Langer who has an employment contract
under which NUI is required to cause him to be nominated as a director of
NUI.
2
The following information as of October 31, 1993, with respect to
name, age, current term, committee memberships, the period served as a
director and business experience during the past five years is provided
with respect to each nominee:
James J. Forese, age 57
Current term expires in 1994
Member of the Audit, Executive and Compensation Committees.
Mr. Forese has served as a director since 1978. Since October 1,
1993 Mr. Forese serves as Chairman, IBM Credit Corporation and has served
as vice-president of International Business Machines Corporation* since
1983 and as vice-president, finance, International Business Machines
Corporation since 1990. He has served also as a member of the IBM Corporate
Management Board since 1988. From 1988 to 1990, Mr. Forese served as group
executive of the IBM World Trade Americas Group and, until 1988, Mr. Forese
served as executive vice-president and director of IBM World Trade
Europe/Middle East/Africa Corporation.* Mr. Forese serves as a director of
IBM Latin America,* American Management Systems, Inc.* and Lexmark
International, Inc.* and he is a trustee of Rensselaer Polytechnic
Institute*.
Jack Langer, age 56
Current term expires in 1994
Member of the Executive Committee.
Mr. Langer has served as director of NUI and as a member of the
advisory board of the Florida Division (the "Florida Division") of NUI's
principal operating subsidiary Elizabethtown Gas Company ("EGC") since the
acquisition of City Gas Company of Florida ("City Gas") by NUI in 1988.
During the last five years Mr. Langer has served as president and chief
executive officer of the Florida Division and he served as president and
chief operating officer of City Gas until 1988. He is a director of
Intercontinental Bank Corp.*
R. V. Whisnand, age 49
Current term expires in 1994
Member of the Compensation, Executive and Investment Committees.
Mr. Whisnand has served as director since 1982. During the last
five years Mr. Whisnand has served as a partner in Combined Capital
Management.* Mr. Whisnand served as executive vice-president of Stone &
Webster, Incorporated* from 1986 to 1987 and as president of Stone &
Webster Management Consultants, Inc.* from 1984-1986.
The Board of Directors
The following information as of October 31, 1993, with respect to
name, age, current term, committee memberships, the period served as
director and business experience during the past five years is provided
with respect to each director whose current term extends beyond 1994:
__________________________
*Not affiliated with NUI Corporation
3
John W. Atherton, Jr., age 51
Current term expires in 1995
Member of the Compensation and Investment Committees.
Mr. Atherton has served as a director since January 1985. In
December 1988, Mr. Atherton was appointed chairman and chief executive
officer of City Federal Savings Bank* ("CFSB") until the appointment of a
Receiver on December 8, 1989 (see "--Involvement in Certain Legal
Proceedings"), and president and chief executive officer of CFSB's parent
holding company, CityFed Financial Corp.* ("CityFed"). Prior thereto, Mr.
Atherton had served as deputy chief executive officer and president of
CFSB. Mr. Atherton served as vice chairman of CityFed from April 1986 until
becoming chairman in July 1991.
Calvin R. Carver, age 68
Current term expires in 1996
Member of the Audit, Executive and Investment Committees.
Mr. Carver has served as a director of NUI since 1969 (except for
four months ended March 1982) and as a director of EGC since 1965. Mr.
Carver had served as executive vice-president of NUI until his retirement
in 1986. He is a director of Penn-Jersey Pipe Line Co.*
John Kean, age 64
Current term expires in 1995
President and chief executive officer of NUI and a member of the
Executive Committee.
Mr. Kean has served as president and chief executive officer of
NUI and as a director since 1969. He has served as chairman of the board of
directors of EGC since 1980 and as a member of the advisory board of the
Florida Division since 1988 and as chairman since 1991. Mr. Kean is a
director of E'Town Corporation* and of Elizabethtown Water Company*. From
June 1985 to June 1988, Mr. Kean served as president of the International
Gas Union*, a federation of technical and scientific gas industries
associations.
Robert W. Kean, Jr., age 71
Current term expires in 1996
Member of the Executive and Investment Committees.
Mr. Kean, Jr. has served as director of NUI since 1969 and as a
director of EGC since 1950. For more than five years Mr. Kean, Jr. has been
chairman and chief executive officer of E'town Corporation* and its
subsidiary, Elizabethtown Water Company.* Mr. Kean, Jr. is a director and
the chairman of the board of Constellation Bancorp*, and a director of
Constellation Bank, Elizabeth, New Jersey ("Constellation Bank").* Mr.
Kean, Jr. is a member of the New Jersey Board of Higher Education,* a
director of the New Jersey Audubon Society,* and a director of New Jersey
Business and Industry* (and its affiliates, NJ Manufacturers Association),
and a trustee of Elizabeth General Medical Center* and of Fisk University.*
__________________________
* Not affiliated with NUI Corporation.
4
Bernard S. Lee, age 59
Current term expires in 1995
Member of the Audit and Compensation Committees.
Mr. Lee has served as director since January 1992. Mr. Lee has
served as chief executive officer and president of the Institute of Gas
Technology* ("IGT") since 1978 and he serves as a member of the board of
trustees of IGT and its executive committee. He is also chairman and
president of GDC Inc.*; Hycrude Corporation;* Endesco, Inc.*; and M-C
Powers*; all of which are subsidiaries of IGT. Dr. Lee is a director of
Peerless Mfg. Co.;* Energy Biosystems Corp* and he also serves on the
advisory board of the Center for Applied Energy Research* at the University
of Kentucky.
John Winthrop, age 57
Current term expires in 1996
Member of the Executive, Investment and Audit Committees.
Mr. Winthrop has served as director since 1978. For more than
five years, Mr. Winthrop has been president of John Winthrop & Co., Inc.*
(investment management). He also served as a director of several mutual
funds including the Alliance Capital Reserves Fund* and the Pioneer Funds*.
Since 1992 he also served as a director of the American Farmland Trust* in
Washington, D.C.
Committees of the Board of Directors
The following directors currently serve as members of the Audit
Committee of the Board: James J. Forese, Calvin R. Carver, Bernard S. Lee
and John Winthrop, none of whom is an officer of NUI. The Audit Committee
(1) annually recommends to the Board of Directors the appointment of
independent public accountants of NUI and its subsidiary companies; (2)
reviews the scope of audits; (3) determines the duties and responsibilities
of, and reviews the annual program for, the internal auditing staff; and
(4) receives, reviews and takes action deemed appropriate with respect to
audit reports submitted. The Audit Committee held three meetings during
fiscal 1993.
The Board has an Investment Committee on which Calvin R. Carver,
John W. Atherton, Jr., Robert W. Kean, Jr., R. V. Whisnand and John
Winthrop serve as members. This Committee reviews the general conduct of
the investment of the Trust Fund of the NUI Retirement Plan and the Florida
Division Pension Trust, including the selection of investment manager(s)
and the delegation to them of the responsibility for investment management
of said Trust Funds, the determination of investment guidelines within
which they operate and the review of their performance. The Investment
Committee met five times during fiscal 1993.
The Board of Directors has a Compensation Committee on which R.
V. Whisnand, John W. Atherton, Jr., James J. Forese and Bernard S. Lee
serve as members. None of the members is or was an officer or employee of
NUI. This Committee reviews and makes recommendations to the Board
regarding compensation to be paid to officers of NUI and its subsidiary
companies. This Committee administers NUI's 1988 Stock Plan and has the
authority to determine, in its discretion, the persons to whom, and the
times at which, options, restricted stock and performance units shall be
granted and the number of shares of Common Stock to be subject to each such
__________________________
* Not affiliated with NUI Corporation.
5
option and restricted stock grant, the restrictions applicable to
restricted stock, the performance schedule applicable to performance units
and the terms and conditions of each grant consistent with the Plans. The
Compensation Committee met twice during fiscal 1993.
The current members of the Executive Committee are John Kean,
James J. Forese, Robert W. Kean, Jr., Jack Langer, R.V. Whisnand and John
Winthrop. This Committee met twice in fiscal 1993.
NUI does not have a nominating committee. The Board of Directors
held six regularly scheduled meetings and two special meetings during
fiscal 1993. Except for Mr. Forese, all directors attended at least 75% of
the total number of meetings of the Board and of the Committees of the
Board of which they are members.
Compensation of Directors
The compensation program for directors, which is aligned with the
Corporation's long-term strategic goals and performance and the enhancement
of shareholder value includes long-term compensation involving shares of
NUI Common Stock. Each director who is not also an officer or employee of
NUI or any of its subsidiaries earns, upon election at the annual meeting
of the shareholders of NUI, an annual retainer that consists of a deferred
grant of restricted shares of Common Stock with a fair market value
equivalent to $8,000 on the date of the grant. As of September 30, 1993,
each director's deferred grant of restricted shares of Common Stock totaled
1,362 shares, except for Mr. Lee, who joined the Board in January 1992 and
whose deferred grant totaled 880 shares. Prior to 1991, the annual retainer
was paid in cash. In addition, non-employee directors are paid $600 each in
cash for attendance at each regular or special meeting of the Board of
Directors or any Committee thereof; provided, however, that the maximum
amount payable to any director for all meetings attended on any one day at
any one location may not exceed $900.
John Kean, Calvin R. Carver, and Robert W. Kean, Jr. currently
serve as directors of EGC and are paid $450 for attendance at each meeting
of that board. In addition, Calvin R. Carver and Robert W. Kean, Jr. each
are paid an annual retainer of $1,000 for serving as directors of EGC.
Any director of NUI who has served as such for a total of ten
years or more (with at least five years as neither an officer nor an
employee of NUI or any of its subsidiaries) will be paid, upon retirement
at or after age 70, an annual retirement benefit for life equivalent to the
annual retainer in effect at the time of the director's retirement, but not
less than $8,000. Currently, two retired directors are receiving such
benefits.
Employee directors of the Corporation receive no additional
compensation for serving in their capacity as directors of the Corporation.
Compensation Committee Interlocks and Insider Participation
During the most recent fiscal year, no member of the Compensation
Committee was or formerly was an officer or employee of NUI or any of its
subsidiaries or had any relationship requiring disclosure under Item 404 of
Regulation S-K of the Securities and Exchange Commission (the "SEC"). In
addition, except as noted below (see "Certain Relationships and Related
Transactions"), no executive officer of NUI serves on the board of
6
directors or compensation (or similar) committee of another company, where
an executive officer of the other company also serves on the board or
compensation (or similar) committee of NUI. John Kean serves on the boards
of directors of E'Town Corporation and its subsidiary, Elizabethtown Water
Company, but is not a member of their compensation (or similar) committees.
Robert W. Kean, Jr., the chairman and chief executive officer of E'Town
Corporation and Elizabethtown Water Company, is a director of NUI, but is
not a member of the Compensation Committee.
Family Relationships
John Kean is a cousin of Robert W. Kean, Jr. and the father of
John Kean, Jr. (see "Executive Officers").
Certain Relationships and Related Transactions
Transactions With Management and Others. John Kean is a director
and Robert W. Kean, Jr. is a director and officer of Elizabethtown Water
Company. In fiscal 1993, the Company provided data processing services to
Elizabethtown Water Company which paid approximately $570,000 for such
services.
Robert W. Kean, Jr. is a director of the Constellation Bank.
During fiscal 1993, NUI had short term borrowings in the ordinary course of
business from the Constellation Bank. The rates of interest paid on such
loans varied from 3.00% to 4.125%, and the maximum amount outstanding
during the fiscal 1993 was $15,000,000 and at September 30, 1993 was
$14,900,000. In addition, in the ordinary course of business NUI paid
approximately $170,000 to the bank for services rendered. For part of 1993
the bank subleased space from EGC and paid approximately $25,000 for rent
and other related expenses.
James J. Forese is a vice-president of International Business
Machines Corporation and Bernard S. Lee is chief executive officer and
president of IGT. In fiscal 1993, NUI purchased approximately $700,000 of
products and services from International Business Machines Corporation and
paid IGT approximately $300,000 for dues and services rendered.
Jack Langer is a director of Intercontinental Bank. During
fiscal 1993 in the ordinary course of business NUI paid approximately
$23,000 to the bank for services rendered.
In August 1987, EGC 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.
On December 9, 1987, the New Jersey Board of Regulatory Commissioners
authorized the acceptance of this agreement subject to certain conditions.
The Joint Venture participants are Cali Liberty Hall Associates *(a New
Jersey general partnership) and a Kean family trust of which John Kean,
Stewart B. Kean and M. A. Raynolds are trustees. All negotiations relative
to the lease were conducted between EGC and Cali Liberty Hall Associates.
No person involved with the Kean family trust participated in such
discussions. The annual base rent is approximately $2.5 million through
1994, $2.9 million from 1995 through 1999, $3.3 million from 2000 through
2004, and $3.7 million from 2005 through 2009.
Indebtedness of Management. None.
__________________________
* Not affiliated with NUI Corporation.
7
Involvement in Certain Legal Proceedings
On December 8, 1989, Resolution Trust Corporation was appointed
as Receiver for CFSB*. Since that date, John W. Atherton, Jr. no longer
serves as chairman and chief executive officer of CFSB. He continues to
serve as president, chief executive officer and chairman of CityFed.*
APPROVAL OF AUDITORS
Arthur Andersen & Co., 1345 Avenue of the Americas, New York,
N.Y. 10105, independent certified public accountants, have been auditors of
NUI since 1969 and of EGC since 1949. That firm has been selected by the
Board of Directors, upon recommendation of its Audit Committee, to serve as
independent public accountants for NUI and its subsidiaries for the fiscal
year ending September 30, 1994 and shareholder approval for such
appointment is requested. In the event a majority of the votes being cast
are against approval, the Board of Directors will reconsider the
appointment.
It is expected that representatives of Arthur Andersen & Co.,
will be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and also will be available to respond to
appropriate questions raised at the meeting or submitted to them in writing
before the meeting.
OTHER BUSINESS
Management of NUI does not intend to present, and does not have
any reason to believe that others will present, at the Annual Meeting, any
item of business other than those set forth herein. However, if other
matters are properly presented for a vote, the proxies will be voted upon
such matters in accordance with the judgment of the persons acting under
the proxy.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. Under the rules
of the SEC, and for the purpose of the following tables, a beneficial owner
of a security includes any person who, directly or indirectly, has or
shares voting power and/or investment power with respect to such security.
Except as set forth in the following table, as of October 31, 1993, no
person known to NUI owned beneficially more than 5% of the outstanding
shares of Common Stock, including those shares which persons had the right
to acquire within 60 days of that date by the exercise of stock options.
Name and Address of Percent
Beneficial Owner Number of Shares of Class
John Kean 499,023 6.1%
550 Route 202-206
Bedminster, New Jersey 07030
Stewart B. Kean 685,576 8.4%
Box 1
Elizabeth, New Jersey 07207
__________________________
* Not affiliated with NUI Corporation.
8
(1) Includes (a) 125,399 shares over which Mr. Kean has sole voting and
investment power, including 15,900 shares of restricted stock issued under
the 1988 Plan and (b) 373,624 shares over which Mr. Kean has shared voting
and investment power as a co-trustee under various trusts for the benefit
of members of the Kean family.
(2) Includes (a) 311,952 shares over which Mr. Kean has sole voting and
investment power, and (b) 373,624 shares over which Mr. Kean has shared
voting and investment power as a co-trustee under various trusts for the
benefit of members of the Kean family.
Security Ownership of Management. The following table shows, as of
October 31, 1993, the number and percent of the shares of Common Stock
beneficially owned by each director and by all directors and officers of
NUI as a group, including those shares which persons have the right to
acquire within 60 days of that date by the exercise of stock options:
Number of Percent of
Title of Class Beneficial Owner Shares(1)(2) Class
Common Stock John W. Atherton, Jr. 1,512 *
Calvin R. Carver 120,425 1.5%
2,477(3)
James J. Forese 1,512 *
John Kean ** **
Robert W. Kean, Jr. 5,359 1.5%
114,482(4)
Jack Langer 59,537 *
7,631(5)
Bernard S. Lee 1,880 *
R. V. Whisnand 1,512 *
John Winthrop 4,236 *
John Kean, Jr. 22,693 *
16,294(4)
Robert P. Kenney 13,283 *
David P. Vincent 22,320 *
15 directors and executive
officers as a group 934,842 11.4%
* Less than 1.0%.
** Reference is made to the information provided under "--Security
Ownership of Certain Beneficial Owners."
(1) With respect to the 1988 Stock Plan, includes (a) deferred grants of
shares of restricted stock payable to non-employee directors, as follows:
Messrs. Atherton, Carver, Forese, Robert W. Kean, Jr., Wisnand and
Winthrop, 1,362 shares each; Mr. Lee, 880 shares; and all directors as a
group, 9,052 shares; and (b) shares of restricted stock, as follows:
Mr. Langer, 6,350 shares; Mr. John Kean, Jr., 7,950 shares; Mr. Kenney,
8,050 shares; Mr. Vincent, 7075 shares; and all directors and officers as a
group, 54,500 shares. Also includes shares that could be purchased under
options granted under the NUI 1983 Stock Option Plan that terminted in
March 1993, as follows: Mr. John Kean, Jr., 5,000 shares; Mr. Vincent,
4,800 shares; and all directors and officers as a group, 16,450 shares.
(2) Except as noted, each beneficial owner indicated has sole voting and
investment power with respect to the shares indicated next to such person's
name.
(3) Beneficial owner indicated has no voting power but shares investment
power with respect to these shares.
9
(4) Beneficial owner has shared voting and investment power with respect
to these shares.
(5) Beneficial owner claims no voting or investment power with respect to
such shares.
EXECUTIVE OFFICERS
The following information as of October 31, 1993 is provided with
respect to each executive officer of NUI. Officers are elected to serve
until the first meeting of the Board of Directors following the next annual
meeting of the shareholders or until their successors are elected and
qualified, subject to earlier termination by removal or resignation. There
are no arrangements or understandings between any officer and any other
person pursuant to which the officer was selected.
John Kean, age 64
President and Chief Executive Officer
Mr. Kean has served as president and chief executive officer of NUI
and as a director since 1969. See "Election of Directors - The Board of
Directors" for information regarding Mr. Kean's business experience.
Michael J. Behan, age 47
Vice-President
Mr. Behan has served as vice-president since March 1993, and as
assistant vice-president since June 1990. Mr. Behan is also president of
National Gas Services, Inc., a subsidiary of EGC that was formed in 1992 to
manage certain service requirements of other utilities on a contract basis.
In addition, for more than the last five years, Mr. Behan has served as
president of Anson Sphere Corporation*, an international trade consulting
firm.
Joseph P. Coughlin, age 59
Senior Vice-President--Treasurer and Secretary
Mr. Coughlin has served as senior vice-president since 1985, as
treasurer since 1971 and as secretary since 1990. Mr. Coughlin is also
treasurer and secretary of EGC. Mr. Coughlin had served as senior
vice-president--finance and administration and as chief financial officer
until March 1991, and as acting secretary from August 1989 until January
1990. He is a certified public accountant.
John Kean, Jr., age 36
Executive Vice-President
Mr. Kean has served as executive vice-president since January 1992, as
executive vice president of EGC since March 1993 and as chief financial
officer March 1991 to March 1993. Mr. Kean had served as vice-president--
operations from February 1990 until his appointment as chief financial
officer. From June 1988 through February 1990, Mr. Kean was executive
vice-president and chief operating officer of KCS Energy Group ("KCS")*, a
company which had been owned by NUI until May 1988 when all of the
outstanding shares of its common stock were distributed to the NUI
shareholders. Between January 1985 and June 1988, Mr. Kean served NUI as
assistant vice-president strategy development. Mr. Kean is a director of
10
KCS and chairman of PIM Corporation*. He has served also as a director and
chief executive officer of several of KCS's subsidiary companies.
Robert P. Kenney, age 59
President - New Jersey Division
Mr. Kenney has served as president and chief executive officer of EGC
since 1991. He had been a senior vice president of EGC responsible for all
administrative functions from 1985 until 1991. In October 1991 he was
appointed to the Advisory Board of the Florida Division and since 1988 has
served as chairman of the board of Utility Billing Services, Inc., the
utility billing subsidiary of EGC.
Jack Langer, age 56
President - Florida Division
Mr. Langer has served as president since 1987 and chief executive
officer of the Florida Division since 1991 and as a director of NUI since
1988. See "Election of Directors - The Board of Directors" for information
regarding Mr. Langer's business experience.
Rand W. Smith, age 43
Vice-President and Chief Accounting Officer
Mr. Smith has served as vice president since March 1993 and as chief
accounting officer since February 1992. Previously, Mr. Smith served as
assistant vice-president since March 1989. Prior thereto, Mr. Smith was
assistant controller of Continental Can Company, Inc.* He is a certified
public accountant.
David P. Vincent, age 50
Executive Vice-President and Chief Financial Officer
Mr. Vincent has served as chief financial officer since March 1993 and
as executive vice-president since August 1988. Prior thereto, Mr. Vincent
served as vice-president--strategy development.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The compensation committee of the Board of Directors (the "Committee"),
comprised of four independent, non-employee directors (See "Election of
Directors - Committees of the Board of Directors") is responsible for
developing and making recommendations to the Board with respect to the
Corporation's executive compensation policies. Pursuant to authority
delegated by the Board, the Committee determines the long-term compensation
awards for the chief executive officer and each of the other officers of
the Corporation. None of the members of the Committee is or has been an
officer or employee of the Corporation or any of its subsidiaries. Among
other resources, the Committee consults with an independent compensation
expert to assist it in the development of its recommendations and
conclusions.
The Committee believes that the executive officer compensation program
should be aligned with the Corporation's long-term strategic goals and
__________________________
* Not affiliated with NUI Corporation.
11
performance and the enhancement of shareholder value. Accordingly, the
program is designed to:
* Reward executives for long-term strategic management and the
enhancement of shareholder value through increased common stock
ownership in the Corporation.
* Align compensation programs with the Corporation's annual and
longer-term strategic planning and measurement processes.
* Support a performance-oriented environment that rewards performance
not only with respect to the Corporation's goals but also with respect
to NUI's performance as compared with other natural gas distribution
companies.
* Attract and retain key executives who are critical to the long-term
success of the Corporation.
The Corporation's executive officer compensation program is comprised
of base salary, annual cash bonus, long-term compensation and various
benefits, including medical plans and defined benefit and defined
contribution retirement plans that are generally offered to salaried
employees. Long-term compensation is comprised of opportunities for grants
and awards under the Corporation's 1988 Stock Plan. Under the 1988 Stock
Plan, certain elements of compensation may be awarded in shares of Common
Stock. In addition, executive officers and certain other key employees are
eligible under the 1988 Stock Plan to be granted options to purchase shares
of Common Stock at prices equal to the market price per share at the date
the options were granted. Stock appreciation rights may be granted in
tandem with the options. Options must be exercised within ten years from
the date of grant. Supplementary medical and pension plans are in effect
for executive officers other than those that participate in the Florida
Division benefit plans. Mr. Langer participates in the benefit plans that
are generally offered to salaried employees of the Florida Division,
including an employee stock ownership plan and a defined benefit retirement
plan.
The Committee believes that the executive compensation program
provides an overall level of compensation opportunity that is competitive
with gas distribution companies of comparable size. Actual compensation
levels may be greater or less than levels in comparable companies based
upon annual and longer-term corporate performance as well as individual
performance. The Committee will use its discretion to set executive
compensation when, in its sole judgment, circumstances so warrant.
The Committee's review of the Corporation's performance for fiscal
1993 considered the achievement of financial results including, but not
limited to, operating margins, pretax operating income, pretax operating
cash flows and net income as compared with budgeted amounts and prior year
amounts. The corresponding effects on financial ratios such as dividend
coverage, return on assets, return on equity, operating ratio, net income
per share and market price per share compared to book value per share were
evaluated. Also considered were key qualitative objectives and trends
toward improved financial performance resulting from promoting the
integration of management resources, developing gas supply strategies,
coordinating financial planning and resources, and investing for system
growth and integrity, along with a review of trends in the return on NUI
Common Stock as compared with other gas distribution companies. The
12
Committee evaluated the overall impact of the foregoing placing primary
weight on net income and did not specifically differentiate the relative
weight of each factor.
In assessing the level of stock awards the Committee believes that
increasing management's ownership of NUI Common Stock aligns the long-term
interest of management with the interest of the shareholders. Accordingly,
the level of stock awards is designed primarily to recognize management's
progress toward the achievement of long-term strategic goals.
A summary of the compensation awarded to John Kean, president and
chief executive officer, and other executive officers of NUI is set forth
in the "Summary Compensation Table". The compensation paid to Mr. Kean for
fiscal 1993 is based upon the Committee's evaluation of the Company's
overall performance for the year as described above and the Committee's
subjective evaluation of his performance, without specifically
differentiating the relative weight of each factor. Mr. Kean's compensation
reflects a 5.0% increase in base salary awarded effective as of January 1,
1993 and a cash bonus paid in December 1993 equal to 44% of his current
base salary. The cash bonus is comparable to the 42% award for fiscal 1992
and significantly higher than the 21% award for fiscal 1991, reflecting the
Corporation's overall performance and actions taken by Mr. Kean to position
the Corporation to enhance customer growth in accordance with the NUI
business plan. These actions help to assure that the Corporation continues
to render safe, adequate and proper service to customers and communities
served. The restricted stock award granted to Mr. Kean during fiscal 1993
is generally consistent with the grants made in prior years as the
committee believes Mr. Kean has positioned the Corporation well to address
a changing business climate, to enhance total shareholder return and to
accelerate the company's growth in customers.
R. V. Whisnand, Chairman
John W. Atherton, Jr.
James J. Forese
Bernard S. Lee
Members of the Compensation Committee
Performance Graph
The data below reflects the company's stock performance and a comparison
with the S&P 500 and the Edward D. Jones and Co. Natural Gas Distribution
Return Comparison (Gas Utilities Index) as obtained from Edward D. Jones
and Co.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG NUI CORP., S&P 500 INDEX AND GAS UTILITIES INDEX
Gas
Measurement Period Utilities
(Fiscal Year Covered) NUI Corp. S&P 500 Index Index
Measurement Pt. 9/30/88 $100 $100 $100
FYE 9/30/89 $113 $133 $126
FYE 9/30/90 $101 $121 $133
FYE 9/30/91 $119 $158 $160
FYE 9/30/92 $178 $175 $199
FYE 9/30/93 $244 $198 $252
13
Assumes $100 invested on September 30, 1988 in NUI Common Stock, the
S&P 500 index and the Edward D. Jones & Co. group of natural gas
distribution companies. All on a total return basis which assumes
reinvestment of dividends.
Annual Compensation, Long-Term Compensation and All Other Compensation
The following table summarizes the compensation paid to NUI's chief
executive officer and each of the other four most highly compensated
executive officers of NUI required to be reported for each of the past
three fiscal years:
Summary Compensation Table
Long Term
Compensation
Annual Compensation
Awards
All
Restricted Other
Name and Stock Compensa
Principal Salary Bonus Award(s) -tion
Position Year ($) ($) ($)(1) ($)(2)
John Kean 1993 $261,325 $115,700 $116,663 $14,660
President and chief 1992 248,675 105,800 117,263 --
executive officer 1991 236,450 50,300 101,997 --
Robert P. Kenney 1993 $188,500 $ 65,100 $ 77,775 $7,685
President - New 1992 175,000 54,700 67,575 --
Jersey Division 1991 120,075 12,800 40,475 --
Jack Langer 1993 190,700 $ 48,800 $ 26,563 $71,796
President - Florida 1992 181,600 44,100 71,550 --
Division 1991 169,250 27,300 40,475 --
John Kean, Jr. 1993 $167,600 $ 58,000 $ 64,050 $7,019
Executive 1992 152,125 52,300 55,650 --
vice-president 1991 141,800 24,300 43,713
David P. Vincent 1993 $156,700 $ 51,400 $ 57,188 $5,562
Executive vice- 1992 149,125 48,900 51,675 --
president and chief 1991 141,800 23,300 43,713 --
financial officer
(1) Recipients of restricted shares of NUI Common Stock generally have the
rights of a shareholder with respect to such stock, except that none of the
restricted stock may be sold, transferred, assigned, pledged or otherwise
encumbered during the Restricted Period, as defined in the 1988 Plan, and
such shares are generally subject to forfeiture if the grantee does not
remain an employee of NUI until the termination of the Restricted Period.
The Restricted Period with respect to each of the awards included in the
table above is two years for 50% of the shares awarded, three years for an
additional 25% of the shares awarded and four years for the remaining 25%
of the shares awarded. Restricted shares of Common Stock are eligible for
the payment of cash dividends at the same rate that is paid on shares held
by other shareholders. As of September 30, 1993, restricted shares of
Common Stock held by the executive officers named in the table above and
the market value thereof was as follows: John Kean, 15,900 shares,
$461,100; Robert P. Kenney, 8,050 shares, $233,450; Jack Langer, 6,350
14
shares, $184,150; John Kean, Jr., 7,950 shares, $230,550; and David P.
Vincent, 7,075 shares, $205,175.
(2) Includes for Jack Langer $53,170 the value of 1,997 shares of NUI Stock
allocated on March 31, 1993 under the employee stock ownership plan and
$14,846 paid for unused vacation. Includes $7,000 for John Kean; $5,017
for Robert P. Kenney; $5,643 for John Kean, Jr. and $4,396 for David
Vincent as the employer match applicable to employee contributions to a
401(k) plan. Includes $3,510 for John Kean; $1,800 for Robert P. Kenney;
$3,780 for Jack Langer; $264 for John Kean, Jr.; and $696 for David P.
Vincent applicable to life insurance and $868 for Robert P. Kenney; $1,112
for John Kean, Jr.; and $470 for David P. Vincent applicable to a medical
expense reimbursement program. Includes $4,150 director fee received by
John Kean from EGC.
Retirement Benefit Plans. The executive officers of NUI, other than
participants in the Florida Division Plans (see "Florida Division Pension
Plan"), earn retirement benefits that may be payable under three separate
plans: (1) the NUI Retirement Plan, a funded plan in which more than 70% of
the Company's employees are eligible to participate; (2) the ERISA Excess
Benefits Plan, an unfunded plan that is designed to provide benefits for
those participants in the NUI Retirement Plan for whom benefits are reduced
by reason of the limitations imposed under Section 415 of the Internal
Revenue Code of 1986 (the "Code"); and (3) the Supplemental Retirement
Benefits Plan, an unfunded plan that provides additional benefits to
certain key executive employees, including those listed in the Summary
Compensation Table. Whereas participants in the NUI Retirement Plan and the
ERISA Excess Benefits Plan become vested in their benefits under vesting
requirements imposed by 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 the Company.
The following table shows the maximum aggregate annual retirement
benefits payable from all three plans at normal retirement age for various
levels of final average compensation and years of service, assuming the
election of retirement allowance payable as a life annuity with two years
certain:
Years of Service
Remunera- 10 20 30 40
tion Years Years Years Years
$50,000 $10,000 $20,000 $30,000 $30,000
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
Average annual compensation utilized for formula purposes includes
salary and 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 NUI Retirement Plan for the
participants listed in the "Summary Compensation Table" is as follows: John
15
Kean, 38 years; Jack Langer, 32 years; Robert P. Kenney, 24 years; John
Kean, Jr., 8 years; and David P. Vincent, 7 years.
The NUI Retirement Plan, which is funded entirely by the Corporation,
provides that a participant retiring at or after age 65 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 up to a
maximum of 44 years. Benefits payable to participants in the NUI Retirement
Plan may be reduced by reason of the limitations imposed under Section 415
of the Internal Revenue Code. The ERISA Excess Benefits Plan will pay the
difference between the amount payable to the participant under the NUI
Retirement Plan and the amount the participant would have been paid but for
the limitations pursuant to 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 the NUI Retirement Plan.
The unfunded Supplemental Retirement Benefits Plan provides that each
eligible employee that reaches retirement age while working for the
Corporation may 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 NUI Retirement Plan and the ERISA
Excess Benefits Plan.
Florida Division Retirement Plan. The non-bargaining-unit employees of
the Florida Division, including Mr. Langer, are eligible to participate in
the Florida Division Plans which, generally, are the plans that were in
effect when the Florida Division was acquired in 1988 by NUI. The Florida
Division Plans include the Florida Division Pension Plan and Trust, which
is funded entirely by the Company, provides that a participant retiring at
or after age 65 will receive an annual retirement benefit equal in amount
(when calculated as a life annuity with two years certain) to 1-1/4% of the
participant's final average compensation (the average of the highest sixty
consecutive months payroll compensation in the last ten years of the
participant's service as subject to report on Internal Revenue Service Form
W-2) multiplied by the number of years of credited service. Benefits
payable to participants in the Florida Division Retirement Plan may be
reduced by reason of the limitations imposed under Section 415 of the
Internal Revenue Code, which as of the date of this Proxy Statement limit
the participant's eligible final average compensation to $150,000.
The following table shows the maximum aggregate annual retirement
benefit payable to Mr. Langer at normal retirement age for various levels
of final average compensation and years of service, assuming the election
of retirement allowance payable as a life annuity with two years certain:
Years of Service
Remunera- 10 20 30 40
tion Years Years Years Years
$50,000 $6,250 $12,500 $18,750 $25,000
100,000 12,500 25,000 37,500 50,000
150,000 18,750 37,500 56,250 75,000
200,000 18,750 37,500 56,250 75,000
16
Average annual compensation utilized for formula purposes includes
salary, bonus, the value of restricted stock grants and payments for unused
vacation, as reported on the "Summary Compensation Table" and as reduced by
reason of the limitations imposed under Section 415 of the Internal Revenue
Code, which as of the date of this Proxy Statement limit the participant's
annual average compensation for formula purposes to $150,000. The benefit
amounts shown in the preceding table are not subject to deduction for
Social Security benefits or other offset amounts. The number of years of
service now credited under the Florida Division Retirement Plan for Mr.
Langer is 32 years.
Options and SARs
No options or SARs were granted in the most recent fiscal year to any
of the executive officers named in the "Summary Compensation Table" and no
outstanding options or SARs were repriced in the most recent fiscal year.
Aggregated Option/SAR Exercises in 1993 Fiscal Year
Option and SAR Values as of September 30, 1993
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs at Options/ SARs
on Value FY-End (#) at FY-End
Exercise Realized Exercisable/Unexer Exercisable /
Name (#) ($) cisable Unexercisable
John Kean 21,150 $186,417 -- --
John Kean, -- -- 5,000/-- $56,875/--
Jr.
David P. -- -- 4,800/-- $63,504/--
Vincent
Long-Term Incentive Plan Awards
No long-term incentive plan awards were granted or paid out in the
most recent fiscal year to any of the executive officers named in the
"Summary Compensation Table."
Employment Contracts, Termination of Employment and Change in Control
Agreements
Certain key employees of the Corporation, including the executive
officers named in the "Summary Compensation Table," have entered into
employment agreements with NUI whereby, in the event there shall have been
a change in control (as defined) and employment shall have been terminated
within thirty-six months after the change in control for reasons other than
as provided for in the employment agreement, the employer shall pay to the
executive officer as severance an amount equal to twice the sum of the
executive officer's annual base salary plus the highest incentive
compensation earned during the most recent twenty-four months. In addition,
all employee benefit plans in which the executive officer is eligible to
participate would continue for two years; all incentive awards not yet paid
would be payable; 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 would
17
be payable in cash in lieu of stock issuable upon the exercise of stock
options. If any payments pursuant to the plan are subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code, then the employer
shall gross up the payment so that the net amount shall be equal to the
payments prior to the payment of any excise tax.
There are no other compensatory plans or arrangements involving the
resignation, retirement, termination or change in responsibilities of the
executive officers named in the "Summary Compensation Table."
ANNUAL REPORT
The Annual Report of NUI for the fiscal year ended September 30, 1993
has previously been mailed to shareholders. Shareholders are referred to
such report for financial and other information about the activities of
the Corporation. The NUI Annual Report is not a part of this Proxy
Statement nor of the proxy solicitation materials.
The Corporation will furnish without charge a copy of its most recent
annual report on Form 10-K submitted to the SEC to any beneficial owner of
the Corporation's shares upon receipt of a written request from such
person. Please direct all such requests to Mr. Joseph P. Coughlin,
Secretary, 550 Route 202-206, P.O. Box 760, Bedminster, New Jersey
07921-0760.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate
for shareholder action consistent with regulations of the SEC. Should a
shareholder intend to present a proposal at next year's NUI annual meeting,
it must be received by the Secretary of NUI (at its principal executive
offices at 550 Route 202-206, P.O. Box 760, Bedminster, New Jersey
07921-0760) by not later than September 30, 1994 in order to be included in
NUI's proxy statement and form of proxy relating to that meeting. Under the
rules of the SEC, shareholders submitting such proposals are required to
have held shares of the Corporation's Common Stock amounting to $1,000 in
market value for at least one year prior to the date of submission.
It is important that the proxies be returned promptly. Shareholders
who do not expect to attend the Annual Meeting in person are urged to mark,
sign, date and return the form of proxy in the enclosed addressed envelope,
which requires no postage if mailed in the United States.
Participants in NUI Direct: A Common Stock Investment Plan, formerly,
the NUI Dividend Reinvestment & Stock Purchase Plan, ("NUI Direct") and the
City Gas Company of Florida Employee Stock Ownership Plan, ("the City Gas
ESOP") please note: The proxy card includes the number of shares held in
your name according to the shareholder record books and the number of
shares, beneficially owned by you, that are held by Mellon Securities Trust
Company as Agent for NUI Direct and by Mr. H. Earl Barber, as nominee for
the City Gas ESOP.
By Order of the Board of Directors
JOSEPH P. COUGHLIN
Secretary
Dated: January 28, 1994
Bedminster, New Jersey
18
BACK PAGE
Road Map with directions to Meeting Site
19
PROXY CARD (FRONT)
NUI Corporation Proxy
_______________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Kean, and Joseph P. Coughlin, or
either one of them, with full power of substitution, attorneys, agents and
proxies to vote on behalf of the undersigned at the annual meeting of
shareholders of NUI Corporation to be held on March 8, 1994 at 10:30 a.m.
or any adjournment thereof:
(continued and to be signed on the reverse side)
PROXY CARD (BACK)
This proxy when property executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR with respect to Items I and II.
I. ELECTION OF DIRECTORS: James J. Forese, Jack Langer and R. V.
Whisnand
For all nominees WITHHOLD (Instruction: To withhold
listed above AUTHORITY authority to vote for any
(except as marked to vote for all nominees individual nominee, strike
to the contrary) listed above a line through the
nominee's name.)
____ ____
II. PROPOSAL TO APPROVE THE III. In their discretion, the Proxies
APPOINTMENT OF Arthur are authorized to vote upon such
Andersen & Co. as the other business as may properly
independent public accountants come before the meeting.
of NUI.
FOR AGAINST ABSTAIN
___ ___ ___
WITNESS my hand this _____ day of _____, 1994.
(Please date)
____________________________________________
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as an attorney,
executor, administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED PREPAID
ENVELOPE.
"PLEASE MARK INSIDE BLUE
BOXES SO THAT DATA PROCESSING
EQUIPMENT WILL RECORD YOUR VOTES"