UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 2, 2001
Commission Exact Name of State of IRS Employer Registrant's
File Number Registrant as Incorporation Identification Telephone Number
Specified in its Number
Charter
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
N/A NUI Corporation New Jersey 22-3708029 (908) 781-0500
1-8353 NUI Utilities, Inc. New Jersey 22-1869941 (908) 781-0500
550 Route 202-106, P.O. Box 760, Bedminster, New Jersey, 07291-0760
(Address of both registrants' principal executive offices, including zip code)
NUI Corporation was previously known as "NUI Holding Company"
NUI Utilities, Inc. was previously known as "NUI Corporation"
(Former name or former address, if changed since last report)
Item 5. Other Events
Effective March 1, 2001, NUI Corporation (currently "NUI Utilities, Inc.")
was reorganized into a holding company structure pursuant to an Agreement and
Plan of Exchange (the "Exchange Agreement") between NUI Corporation,
subsequently renamed NUI Utilities, Inc. ("NUI"), and NUI Holding Company,
subsequently renamed NUI Corporation ("Holding Company"). The Exchange Agreement
was approved by NUI's shareholders at the Annual Meeting of Shareholders held on
March 27, 2000. Under the Exchange Agreement, each outstanding share of NUI
common stock was exchanged automatically by operation of law on a
share-for-share basis for Holding Company common stock. Each share of Holding
Company common stock previously issued to NUI was then canceled. This
transaction resulted in NUI becoming a wholly owned subsidiary of Holding
Company.
The Holding Company common shares issued to the NUI shareholders pursuant
to the Exchange Agreement were registered under the Securities Act of 1933
pursuant to Holding Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the "SEC") (File No. 333-30092) and declared
effective on February 11, 2000. See the Proxy Statement and Prospectus of NUI
and Holding Company included in the Registration Statement for additional
information.
Pursuant to Rule 12g-(3)(a) under the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), Holding Company shares are deemed to be
registered under Section 12(b) of the Exchange Act. The shares have been
approved for listing by the New York Stock Exchange.
As of March 2, 2001, shares of NUI common stock are no longer listed on the
New York Stock Exchange. In addition, NUI is filing a Form 15 with the SEC to
terminate registration under the Exchange Act of shares of its common stock.
In connection with the reorganization, pursuant to the Exchange Agreement,
NUI and Mellon Securities Trust Company ("Mellon") entered into a First
Amendment to the Rights Agreement between NUI and Mellon, dated as of February
26, 2001 ("Amendment"). The Amendment precludes the reorganization from
triggering a distribution of rights under the plan, and provides that the rights
shall expire upon the consummation of the reorganization and is file as an
exhibit to this report.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2 Agreement and Plan of Exchange between NUI Corporation
(subsequently renamed NUI Utilities, Inc.) and NUI Holding
Company (subsequently renamed NUI Corporation) dated as of March
1, 2001.
4 First Amendment to the Rights Agreement, dated as of November 28,
1995 between NUI Corporation and Mellon Securities Trust Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
NUI CORPORATION
By: /s/ James R. Van Horn
---------------------
Name: James R. Van Horn
Title: Chief Administrative Officer,
General Counsel and Secretary
NUI UTILITIES, INC.
By: /s/ James R. Van Horn
---------------------
Name: James R. Van Horn
Title: Chief Administrative Officer,
General Counsel and Secretary
Date: March 2, 2001
INDEX TO EXHIBITS
Number Description
2 Agreement and Plan of Exchange between NUI Corporation (subsequently
renamed NUI Utilities, Inc.) and NUI Holding Company (subsequently
renamed NUI Corporation) dated as of March 1, 2001.
4 First Amendment to the Rights Agreement, dated as of November 28, 1995
between NUI Corporation and Mellon Securities Trust Company.