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 [FEE REQUIRED]
For the year ended December 31, 1998
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
NUI Corporation
550 Route 202-206
P.O. Box 760
Bedminster, New Jersey 07921-0760
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH
AUDITORS' REPORT
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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 2-5
Notes to Financial Statements 6-10
Supplemental Schedules:
I - Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1998 11
II - Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1998 12
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:
We have audited the accompanying statement of net assets available for
benefits, including the schedule of investments, of the NUI Corporation
Savings and Investment Plan (the "Plan") as of December 31, 1998 and
1997, and the related statements of changes in net assets available for
benefits for each of the two years in the period ended December 31,
1998. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements 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, 1998 and 1997, and the changes in net
assets available for benefits for the year ended December 31, 1998, 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.
ARTHUR ANDERSEN LLP
New York, New York
June 28, 1999
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1998 and 1997
1998 1997
ASSETS
Investments at market value
Merrill Lynch Trust Company
Insured Money Market Fund $ 63,494 $ 7,940
Income Accumulation Fund 8,786,290 9,106,368
Asset Allocation Fund 6,714,170 5,585,298
Growth Stock Fund - 3,590,336
Norwest Large Company Growth A 3,446,164 -
S&P 500 Stock Fund 7,441,704 5,968,566
KCS Stock Fund 1,225,562 8,900,095
NUI Stock Fund 20,592,022 22,884,076
LifePath 2000 - Fund 82,360 25,092
LifePath 2010 - Fund 429,563 183,896
LifePath 2020 - Fund 142,556 186,777
LifePath 2030 - Fund 97,028 107,108
LifePath 2040 - Fund 132,614 58,593
Templeton Foreign Fund 269,518 282,730
Loans to Participants 1,277,017 1,270,870
----------- -----------
Net Assets Available for Benefits $50,700,062 $58,157,745
=========== ===========
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, 1998
Total Insured
Money Income Asset Growth
Market Accumulation Allocation Stock
Fund Fund Fund Fund
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation)
in Market Value
of Investments $(6,474,514) $ - $ - $655,614) $ (691,289)
Interest 656,226 1,527 527,478 - -
Mutual Fund
Income 1,960,686 - - 766,880 683,953
Contributions:
Participants' 2,739,503 (118) 304,550 257,218 351,328
Employer's, Net 1,193,143 - - - -
Rollovers 490,367 - 25,853 120,027 17,948
--------- ------ --------- --------- --------
Total Additions 565,411 1,409 857,881 1,799,739 361,940
--------- ------ --------- --------- --------
Deductions from
Net Assets
Attributable to:
Benefits Paid to
Participants (7,998,806) (2,227) (2,365,578) (1,078,495) (446,258)
Expenses (24,288) (2,238) (4,606) (2,843) (2,313)
--------- ------- --------- --------- --------
Total Deductions (8,023,094) (4,465) (2,370,184) (1,081,338) (448,571)
--------- ------- --------- --------- -------
Interfund
Transfers - 58,610 1,192,225 410,471 (3,503,705)
--------- ------- --------- --------- ---------
Net Increase
(Decrease) (7,457,683) 55,554 (320,078) 1,128,872 (3,590,336)
Net Assets Available
for Benefits at
Beginning of the Year 58,157,745 7,940 9,106,368 5,585,298 3,590,336
---------- ------ ---------- --------- ---------
Net Assets Available
for Benefits at
End of the Year $50,700,062 $63,494 $8,786,290 $6,714,170 $ -
========== ======= ========== ========= =========
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, 1998
Norwest S&P 500 KCS NUI Stock Lifepath
Large Stock Stock Fund 2000
Company Fund Fund Fund
Growth A
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation) in
Market Value of
Investments $303,077 $1,188,970 $(7,143,600) $ (781,108) $ 511
Interest - - - - -
Mutual Fund
Income - 428,322 - - 4,644
Contributions:
Participants' 18,302 438,502 (6,540) 1,247,128 1,455
Employer's, Net - - - 1,193,143 -
Rollovers - 234,220 - 60,635 -
-------- --------- ---------- --------- ------
Total Additions 321,379 2,290,014 (7,150,140) 1,719,798 6,610
-------- --------- ---------- --------- ------
Deductions from Net
Assets Attributable
to:
Benefits Paid to
Participants (5,275) (1,160,338) (470,877) (2,316,844) (22)
Expenses (213) (4,313) (226) (6,488) (14)
-------- --------- --------- --------- ------
Total Deductions (5,488) (1,164,651) (471,103) (2,323,332) (36)
-------- --------- --------- --------- ------
Interfund
Transfers 3,130,273 347,775 (53,290) (1,688,520) 50,694
--------- --------- --------- --------- ------
Net Increase
(Decrease) 3,446,164 1,473,138 (7,674,533) (2,292,054) 57,268
Net Assets
Available for
Benefits at
Beginning of
the Year - 5,968,566 8,900,095 22,884,076 25,092
---------- --------- ---------- ---------- ------
Net Assets
Available for
Benefits at
End of the
Year $3,446,164 $7,441,704 $1,225,562 $20,592,022 $82,360
========= ========= ========= ========== ======
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, 1998
LifePath LifePath LifePath LifePath Templeton
2010 2020 2030 2040 Foreign
Fund Fund Fund Fund Fund
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation) in
Market Value of
Investments $16,498 $16,450 $10,000 $11,064 $(60,701)
Investments
Interest - - - - -
Mutual Fund Income 26,204 9,868 4,802 7,313 28,700
Contributions:
Participants' 18,323 22,011 14,010 25,131 48,203
Employer's, Net - - - - -
Rollovers - - - 6,823 24,861
------- -------- ------- -------- --------
Total Additions 61,025 48,329 28,812 50,331 41,063
------- -------- ------- -------- --------
Deductions from Net
Assets Attributable
to:
Benefits
Paid to Participants (23) (1,019) (49,512) (1,297) (51,914)
Expenses (155) (204) (172) (199) (304)
------- ------- ------- -------- -------
Total Deductions (178) (1,223) (49,684) (1,496) (52,218)
------- ------- ------- -------- ------
Interfund Transfers 184,820 (91,327) 10,792 25,186 (2,057)
------- ------- ------- ------- ------
Net Increase
(Decrease) 245,667 (44,221) (10,080) 74,021 (13,212)
Net Assets Available
for Benefits at
Beginning of
the Year 183,896 186,777 107,108 58,593 282,730
------- ------- ------- ------- -------
Net Assets Available
for Benefits at
End of the Year $429,563 $142,556 $97,028 $132,614 $269,518
======= ======= ====== ======= =======
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, 1998
Loans to
Participants
Additions to Net Assets
Attributable to:
Investment Income:
Net Appreciation/
(Depreciation) in
Market Value of
Investments $ -
Interest 127,221
Mutual Fund Income -
Contributions:
Participants' -
Employer's, Net -
Rollovers -
---------
Total Additions 127,221
---------
Deductions from Net Assets
Attributable to:
Benefits Paid to
Participants (49,127)
Expenses -
---------
Total Deductions (49,127)
---------
Interfund Transfers (71,947)
----------
Net Increase
(Decrease) 6,147
Net Assets Available
for Benefits at
Beginning of
the Year 1,270,870
----------
Net Assets Available
for Benefits at
End of the Year $1,277,017
=========
The accompanying notes to financial statements are an
integral part of this statement.
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 and 1997
1. Summary Description of the Plan
The NUI Corporation Savings and Investment Plan (the Plan) is a
defined contribution plan covering eligible employees of NUI
Corporation and its subsidiaries (the Company). The Plan, as amended,
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. See Note 5 for a discussion of Plan amendments.
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. Participants investing in the NUI
Stock Fund are matched by the Company at 60% of their "basic"
contributions. "Basic" contributions invested in all other funds are
matched by the Company at 50%. The matching percentage cannot be less
than 25%. Participants may make additional contributions of up to 10%
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, Norwest Large Company Growth A 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 a participant's
non-vested account balances can be used to pay Plan fees and/or reduce
Company contributions, as directed by the Plan Administrator.
Forfeitures during the years ended December 31, 1998 and 1997 were
$6,000 and $10,134, respectively. 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
participant's employment is terminated for any reason, the remaining
unpaid loan balance becomes immediately due and payable, and if
unpaid, may become a taxable distribution. Loan repayments are
credited to a participant's account based upon the participant's
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. Upon
termination, all employees would become 100% vested and benefits would
be distributed to participants.
In 1988, certain NUI subsidiaries participating in the Plan were
spun off to shareholders as KCS Energy, Inc. (KCS). For each share of
NUI common stock outstanding, one share of KCS common stock was issued.
KCS participants held approximately 15.9% of Plan assets as of June 1,
1988, the effective date of the spin-off. As a result of the spin-off,
KCS participants, through the KCS Stock Fund, can maintain their
balances in the Plan as of the date of spin-off; however, they cannot
make further contributions to the Plan and may withdraw their balances
in accordance with the withdrawal provisions of the Plan.
2. Significant Accounting Policies
The financial statements have been prepared on the accrual basis of
accounting.
The Company's management has made a number of estimates and
assumptions relating to the reporting of investments. Actual results
could differ from those estimates.
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 Merrill Lynch Trust Company (Merrill Lynch) in
accordance with accepted practices, applicable laws and regulations, and
procedures formulated by Merrill Lynch. The market value of the Asset
Allocation, Norwest Large Company Growth A, LifePath Funds, Templeton
Foreign Fund, and S&P 500 Stock Funds is based on the Funds' published
quotation. The market value of the KCS and 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, 1998 and 1997:
1998 1997
------------------------ ------------------------
Share/Unit Shares/Units Share/Unit Shares/Units
Value Outstanding Value Outstanding
Income Accumulation Fund $14.81 593,151 $13.95 652,608
Asset Allocation Fund $14.14 74,835 $12.74 438,406
Growth Stock Fund - - $14.61 245,745
Norwest Large Company
Growth A Fund $54.48 63,256 - -
S&P 500 Stock Fund $24.61 302,385 $20.39 292,720
KCS Stock Fund $2.40 510,651 $15.62 569,788
NUI Stock Fund $13.01 1,582,784 $13.41 1,706,493
LifePath 2000 $11.63 7,076 $11.27 2,226
LifePath 2010 $14.40 29,831 $13.30 13,827
LifePath 2020 $16.47 8,650 $14.82 12,603
LifePath 2030 $18.73 5,180 $16.23 6,599
LifePath 2040 $20.33 6,523 $17.31 3,385
Templeton Foreign Fund $8.39 32,124 $ 9.95 28,415
In accordance with generally accepted accounting principles,
distributions are recorded when paid. There were no distributions
payable to participants at December 31, 1998 and 1997.
Recordkeeping, 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 Merrill Lynch
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
The Plan consists of the following funds:
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.
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.
Norwest Large Company Growth A Fund _ This fund seeks long-term
capital appreciation by investing in larger capitalization growth
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 comprising
the S&P 500 index.
KCS Stock Fund - This fund is no longer designated as available for
investment by participants. Existing investments and earnings thereon
may continue to be invested in the KCS Stock Fund until withdrawn or
transferred to another fund in the Plan.
NUI Stock Fund - This fund is invested and dividends are reinvested
in common stock of NUI Corporation.
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.
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.
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 $63,494 as of December 31, 1998. Interest and other income earned by
the Investment Funds are reinvested by the Trustee in accordance with
the terms of the Plan.
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
July 22, 1995, which stated that the Plan, as designed, met the
requirements of Section 401 (a) of the Internal Revenue Code and was
exempt from taxation. Management and Counsel believe the Plan continues
to operate in accordance with IRS regulations and therefore continues to
be tax exempt.
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
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1998
Identity of Description of Shares/Units Historical Current
Issue Investment Cost Value
Merrill Lynch
Trust Company*
Insured Money
Market Fund - $63,494 $63,494
Income Accumulation
Fund 593,151 $8,786,290 $8,786,290
Asset Allocation
Fund 474,835 $5,614,542 $6,714,170
Norwest Large
Company Growth A 63,256 $3,078,041 $3,446,164
S & P 500 Stock
Fund 302,385 $4,951,227 $7,441,704
KCS Stock Fund 510,651 $5,063,657 $1,225,562
NUI Stock Fund 1,582,784 $15,074,430 $20,592,022
LifePath 2000- Fund 7,076 $81,686 $82,360
LifePath 2010- Fund 29,831 $410,623 $429,563
LifePath 2020- Fund 8,650 $126,502 $142,556
LifePath 2030- Fund 5,180 $85,105 $97,028
LifePath 2040- Fund 6,523 117,675 $132,614
Templeton Foreign
Fund 32,124 $327,577 $269,518
Participant Loans, at Interest
Loans Rates Ranging
from 7.0% to 11.46% $1,277,019 $1,277,017
*Represents a party in interest for the year ended December 31, 1998.
The accompanying notes to financial statements are an
integral part of this schedule.
EIN #22-1869941
PLAN #002
NUI CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
Identity of Description No. of Purchase No.of Selling Cost of Gain/
Party of Asset Purchases Price Sales Price Asset (Loss)
Series of transactions with Merrill Lynch Trust Company,
involving securities that, in the aggregate, exceed 5% of
the plan assets as of the beginning of the year
Merrill
Lynch
Trust
Company
*
Income
Accumulation
Fund 98 $2,443,932 101 $3,291,488 $3,291,488 $ -
Asset
Allocation
Fund 104 $1,766,970 77 $1,293,711 $1,068,256 $225,455
S & P 500
Stock Fund 120 $2,093,746 77 $1,809,579 $1,229,416 $580,163
Growth Stock
Fund 79 $1,119,239 82 $4,018,286 $4,410,447 ($392,163)
Norwest Large
Company Growth A 9 $6,155,175 5 $3,012,088 $3,077,133 ($65,046)
NUI Stock Fund 82 $2,154,474 130 $3,665,421 $2,892,057 $773,365
*Represents a party in interest for the year ended December 31, 1998.
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
James R. Van Horn
June 28, 1999 Plan Administrator
Robert F. Lurie
June 28, 1999 Plan Sponsor