SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________to ______________
Commission file number 1-8353
NUI CORPORATION SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey 07921-0760
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH
AUDITORS' REPORT
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
Page
Report of Independent Public Accountants
Financial Statements:
Statement of Net Assets Available for Benefits 1
Statement of Changes in Net Assets Available for Benefits 2
Notes to Financial Statements 3-6
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1996 7
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1996 8
All other supplemental schedules are omitted since they are not
applicable or are not required based on the disclosure requirements of
the Employee Retirement Income Security Act of 1974 and the applicable
regulations issued by the Department of Labor.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
NUI Corporation Savings and Investment Plan for Collective Bargaining
Employees
We have audited the accompanying statement of net assets available for
benefits of the NUI Corporation Savings and Investment Plan for
Collective Bargaining Employees ("Plan") as of December 31, 1996 and
1995, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996. These financial
statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1996 and 1995, and the changes
in net assets available for benefits for the year ended December 31,
1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the
statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the changes
in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
June 26, 1997 ARTHUR ANDERSEN LLP
New York, New York
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1996 and 1995
1996 1995
ASSETS
Investments at market value
Barclays Global Investors:
Insured Money Market Fund $ 70 $ 67
Income Accumulation Fund 87,176 35,204
Asset Allocation Fund 56,331 23,478
Growth Stock Fund 263,253 97,621
S&P 500 Stock Fund 394,404 146,996
NUI Stock Fund 417,477 142,070
Templeton Foreign Fund 8,777 -
Loans to Participants 4,803 1,001
---------- ----------
Net Assets Available for Benefits $ 1,232,292 $ 446,437
========== ==========
The accompanying notes to financial statements are an
integral part of this statement.
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1996
Insured
Money Income Asset Growth
Market Accumulation Allocation Stock
Total Fund Fund Fund Fund
Additions to Net
Assets Attributable
to:
Net Apprecition
in Market Value
of Investments $137,835 $ - $ - $ 101 $ 9,384
Interest 3,770 7 3,483 - -
Mutual Fund 19,632 - - 4,667 3,537
Income
Contributions:
Participants' 531,007 - 52,592 31,002 155,002
Employer's, 109,744 - - - -
Net
--------- ------- -------- ------- -------
Total Additions 801,988 7 56,074 35,769 167,923
--------- ------- -------- ------- --------
Deductions from Net
Assets Attributable
to:
Benefits Paid to
Participants
Expenses (4,138) (1,892) (233) (162) (600)
--------- ------- -------- ------- --------
Total Deductions (16,134) (1,992) (3,095) (233) (1,252)
--------- ------- -------- -------- --------
Interfund Transfers - 1,989 (1,007) (2,684) (1,040)
--------- ------ -------- ------- --------
Net Increase 785,855 3 51,973 32,853 165,632
Net Assets
Available
for Benefits at
Beginning of
the Year 446,437 67 35,204 23,478 97,621
--------- -------- ------- ------ --------
Net Assets
Available
for Benefits at
End of
the Year $1,232,292 $ 70 $87,176 $56,331 $263,253
========= ======= ======= ======= ========
S&P 500 NUI Stock Templeton Loans to
Stock Fund Fund Foreign Participants
(I)
Additions to Net
Assets Attributable
to:
Net
Apprecition in
Market Value of $ 44,105 $ 83,858 $ 387 $ -
Investments
Interest - - - 280
Mutual Fund 11,367 - 61 -
Income
Contributions:
Participants' 200,849 90,643 919 -
Employer's, - 109,744 - -
Net
--------- --------- ------- --------
Total Additions 256,321 284,246 1,367 280
---------- --------- ------- --------
Deductions from Net
Assets Attributable
to:
Benefits Paid to (2,971) (5,341) - -
Participants
Expenses (815) (430) (5) -
--------- --------- -------- --------
Total Deductions (3,787) (5,771) (5) -
--------- --------- -------- --------
Interfund Transfers (5,127) (3,068) 7,415 3,522
--------- --------- ------- --------
Net Increase 247,408 275,408 8,777 3,802
Net Assets Available
for Benefits at
Beginning of the 146,996 142,070 - 1,001
Year -------- ------- ------- ------
Net Assets Available
for Benefits at
End of the Year $394,404 $417,477 $8,777 $4,803
======== ======== ====== ======
The accompanying notes to financial statements are an
integral part of this statement
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
for
COLLECTIVE BARGAINING EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND 1995
1. Summary Description of the Plan
The NUI Corporation Savings and Investment Plan for Collective
Bargaining Employees (the Plan) is a defined contribution plan
established April 1, 1995 covering eligible employees of NUI
Corporation and its subsidiaries (the Company). Eligible employees
are those whose compensation and conditions of employment are covered
by a collective bargaining agreement which calls for participation in
the Plan, providing the employee has completed twelve months of
service. The Plan conforms to the requirements of the Employee
Retirement Income Security Act of 1974, as amended. The following
description provides only general information. See the Plan agreement
for a more complete description.
The Plan allows eligible employees who participate to make
"basic" contributions of up to 6% of their annual base pay, which are
matched by contributions by the Company. Participant contributions
are matched at a rate of 25% of their "basic" contributions.
Participants may make additional contributions of up to 4% of their
annual base pay, providing these contributions do not exceed limits
imposed by the Internal Revenue Code of 1986, as amended (the Code).
These additional contributions are not matched by the Company.
Contributions may be made on a before-tax or after-tax basis as
permitted by tax regulations.
Company contributions are invested in the NUI Stock Fund, unless
the participant has reached age 55, whereby they can direct the
investment of these contributions into any fund. Participant
contributions may be invested in the following funds: Income
Accumulation Fund, Asset Allocation Fund, Growth Stock Fund, S&P 500
Stock Fund, the LifePath Funds, Templeton Foreign Fund, and the NUI
Stock Fund, as designated by the participants. A Plan participant is
vested at all times in the amount of his/her contributions and
earnings thereon. A participant becomes 50% vested in the Company
contributions after 36 months of service, 75% after 48 months of
service and 100% after 60 months of service. An eligible employee
with five or more years of service with the Company becomes fully
vested upon entering the Plan. A participant also becomes fully
vested upon attaining his/her normal retirement date as an employee,
or upon his/her death or disability. Forfeitures of participant's
non-vested account balances can be used to pay Plan fees and/or reduce
Company contributions, as directed by the Plan Administrator. There
were no forfeitures during the year ended December 31, 1996.
Participants may borrow up to 50% of the value of the vested
portion of their accounts, excluding the Company match portion of
their accounts, as calculated on the effective date of the loan up to
a maximum of $50,000. The interest rate is the prime rate plus 1% at
the time of the loan. The term of the loan cannot exceed five years,
nor be less than one year. If a loan participant's employment is
terminated for any reason, the remaining unpaid balance becomes
immediately due and payable, and if unpaid, may become a taxable
distribution. Loan repayments are credited to the participant's
account based upon the participant's current investment election for
new contributions.
Although it has not expressed any intent to do so, the Company
has the right under the Plan agreement to terminate the Plan or
completely discontinue contributions. Upon either of these two
events, all employees would become 100% vested. Benefits would be
distributed to participants upon termination of the Plan.
2. Significant Accounting Policies
The financial statements have been prepared on the accrual basis
of accounting.
The Plan's investments in each Investment Fund are maintained in
shares/units and are reflected in the accompanying Statement of Net
Assets Available for Benefits at market value. The market value of
the Insured Money Market and loans to participants is based on cost
which approximates market value. The market value of the Income
Accumulation Fund is determined in good faith and in the best judgment
of the investment officers of BZW Barclays Global Investors, N.A.
(Barclays) in accordance with accepted accounting practices,
applicable laws and regulations, and procedures formulated by
Barclays. The market value of the Asset Allocation, Growth Stock, the
LifePath Funds, Templeton Foreign Fund and S&P 500 Stock Funds is
based on the Funds' published quotation. The market value of the NUI
Stock Funds is based on published market quotations of the Funds'
underlying assets. Purchases and sales of assets are reflected on a
trade-date basis. The value of a share/unit is determined daily by
dividing the value of each Investment Fund by its total number of
outstanding shares/units.
The following is a summary of the share/unit values and
shares/units outstanding as of December 31, 1996 and 1995:
1996 1995
Share/Unit Shares/Units Share/Unit Shares/Units
Value Outstanding Value Outstanding
Income Accumulation $13.14 6,634 $12.42 2,834
Fund
Asset Allocation Fund $11.92 4,726 $11.75 1,998
Templeton Foreign $10.36 847 $ - -
Growth Stock Fund $15.32 17,184 $13.86 7,043
S&P 500 Stock Fund $15.91 24,790 $13.44 10,937
NUI Stock Fund $15.58 26,796 $11.90 11,939
LifePath 2000 $ - - $ - -
LifePath 2010 $ - - $ - -
LifePath 2020 $ - - $ - -
LifePath 2030 $ - - $ - -
LifePath 2040 $ - - $ - -
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no distributions
payable to participants at December 31, 1996 and 1995.
Recordkeeping and Investment Fund Election Changes and loan fees
are paid by the participants from their accounts. Investment
Management fees are also paid by the participants and are included as
a reduction of the investment return. All other fees of the Plan
(e.g. legal, accounting, tax, etc.) are paid by the Company.
Plan assets are invested in various mutual funds, any of which
could from time-to-time utilize financial derivatives. Generally
accepted accounting principles require the investment managers of such
funds to list in their financial statements the amount and purpose of
such derivatives. Upon request, participants can be provided with
copies of the funds' financial statements directly from Barclays and
should refer to these for information on this issue. Derivative
securities are not used for speculative purposes. When derivatives
are used, it is simply to manage a fund into a market-neutral
position, to attempt to match the return of a stated benchmark.
3. Investment Funds
Wells Fargo Bank was the Trustee, Recordkeeper and Custodian of
the Plan. Effective January 1, 1996, BZW Barclays Global Investors,
N.A. acquired Wells Fargo and assumed these duties. The Plan consists
of six separate funds (investment funds) as follows:
Income Accumulation Fund - This fund seeks to provide a stable
return while preserving value by investing in U.S. government and
agency securities, and other short-term fixed-income securities.
5
Asset Allocation Fund - This fund seeks to achieve a high level
of long-term total return at reasonable risk by shifting investments
among three asset classes: common stocks, U.S. Treasury long-term
bonds and money market instruments.
Growth Stock Fund - This fund seeks to provide investors an
above-average rate of return by investing primarily in small and
medium-sized companies whose growth rates in earnings and revenues are
expected to be above average.
S&P 500 Fund - This fund seeks to achieve a long-term total rate
of return approximating the total rate of return of the stocks
composing the S&P 500 index.
NUI Stock Fund - This fund is invested and dividends are
reinvested in common stock of NUI Corporation.
LifePath Funds - These are asset allocation funds that change
their investment mix based on the expected risk and return of the
different asset classes in which they invest. LifePath represents a
family of five funds with each fund name containing a target date; the
nearer the target date the more conservatively the fund invests. The
objective of each fund is to maximize return while maintaining a level
of risk appropriate to its target date.
Templeton Foreign Fund - This is an international equity fund
that seeks long-term capital growth. Principal investments are in
stocks and debt obligations of companies and governments outside the
United States.
The Plan also uses an Insured Money Market Fund as a pass-through
of amounts in and out of the Investment Funds. This fund had a
balance of $70 as of December 31, 1996. Interest and other income
earned by the Investment Funds are reinvested by the Trustee in
accordance with the terms of the Plan.
4. Federal Income Taxes
The Internal Revenue Service issued a determination letter, dated
November 20, 1995, stating that the Plan, as designed, met the
requirements of Section 401 (a) of the Internal Revenue Code and was
exempt from taxation.
Under present Federal income tax law, a participant is not taxed
currently on any before-tax contributions or Company contributions to
the Plan, income earned by the Plan, or gain on the sale of securities
held by the Plan until the participant's account is distributed to
him/her or made available to him/her without restriction.
Participants are taxed currently on the amount of their after-tax
contributions.
EIN #22-1869941 Schedule I
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR COLLECTIVE BARGAINING EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
Description
Identity of of Historical Current
Issue Investment Shares/Units Cost Value
Barclays Global
Investors
Insured Money
Market Fund - $ 70 $ 70
Income
Accumulation
Fund 6,634 $ 87,176 $ 87,176
Asset
Allocation
Fund 4,726 $ 54,952 $ 56,331
Growth Stock
Fund 17,184 $257,648 $263,253
S & P 500
Stock Fund 24,790 $340,874 $394,404
NUI Stock Fund 26,796 $320,639 $417,477
Templeton
Foreign Fund 847 $8,390 $8,777
Participant Loans
Loans at
Interest Rates
Ranging from
9.25% to 9.75% -- $4,803 $4,803
* Represents a party in interest for the year ended December 31, 1996.
The accompanying notes to financial statements are an
integral part of this schedule.
EIN #22-1869941 Schedule II
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN FOR COLLECTIVE BARGAINING EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Identity Description No. of Purchase No. of Selling
of Party of Asset Purchases Price Sales Price
Series of transactions with Barclays Global Investors, involving
securities that, in the aggregate, exceed 5% of the plan assets
as of the beginning of the year.
Barclays
Global
Investors:
Income 55 $52,078 15 $3,589
Accumulation
Fund
Asset 65 $35,639 5 $2,886
Allocation
Fund
Growth Stock 68 $160,424 7 $4,176
Fund
S&P 500 Stock 67 $209,518 8 $6,215
Fund
NUI Stock Fund 64 $198,797 8 $7,247
Current
Value of
asset on
Identity Description Cost of Transaction Net Gain
of Party of Asset Asset Date or (Loss)
Barclays
Global
Investors:
Income
Accumulation
Fund $3,589 $3,589 $ _
Asset Allocation
Fund $2,787 $2,886 $99
Growth Stock
Fund $3,998 $4,176 $178
S&P 500
Stock Fund $5,448 $6,215 $766
NUI Stock
Fund $5,909 $7,247 $1,338
*Represents a party in interest for the year ended December 31, 1996.
The accompanying notes to financial statements are an
integral part of this schedule.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
NUI CORPORATION
Richard J. O'Neill
June 30, 1997 Plan Administrator
Robert F. Lurie
June 30, 1997 Plan Sponsor