As filed with the Securities and Exchange Commission on August 13, 2001 (No. 333-46036)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4
REGISTRATION STATEMENT
Under The Securities Act of 1933
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NUI CORPORATION
(Exact name of co-registrant as specified in its charter)
New Jersey 4932 22-3708029
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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NUI UTILITIES, INC.
(Exact name of co-registrant as specified in its charter)
New Jersey 4924 22-1869941
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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NUI Corporation James R. Van Horn, Esq.
NUI Utilities, Inc. Chief Administrative Officer,
550 Route 202-206 General Counsel and Corporate Secretary
P.O. Box 760 550 Route 202-206
Bedminster, New Jersey 07921-0760 P.O. Box 760
(908) 781-0500 Bedminster, New Jersey 07921-0760
(908) 781-0500
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of co-registrants' principal number, including area code, of agent for service)
executive offices)
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Copies to:
Gary E. Thompson, Esq. Elizabeth A. McClanahan, Esq. Jane Whitt Sellers, Esq.
Hunton & Williams Penn, Stuart & Eskridge McGuireWoods LLP
Riverfront Plaza, East Tower 208 East Main Street One James Center
951 East Byrd Street Abingdon, Virginia 24212 901 East Cary Street
Richmond, Virginia 23219 (540) 628-5151 Richmond, Virginia 23219
(804) 788-8200 (804) 775-1000
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Pursuant to the Registration Statement on Form S-4 (SEC File No.
333-46036)(the "Registration Statement"), (1) NUI Corporation, a New Jersey
corporation (formerly known as NUI Holding Company) (the "Company"), registered
the offering and sale of 1,158,928 shares of its common stock, no par value (the
"Company Common Stock"), and (2) NUI Utilities, Inc. (formerly known as NUI
Corporation)("Utilities") registered the offering and sale of 1,158,928 shares
of its common stock, no par value (the "Utilities Common Stock"). Shares of
either Company Common Stock or Utilities Common Stock were issuable pursuant to
an Agreement and Plan of Reorganization, dated as of June 13, 2000, by and among
Utilities, Virginia Gas Company ("Virginia Gas") and VGC Acquisition, Inc., a
wholly owned subsidiary of the Company ("Acquisition"), that provided for the
merger of Virginia Gas with and into Acquisition (the "Merger").
The Merger became effective on March 28, 2001. As of the effective time
of the Merger, (A) 792,573 shares of Company Common Stock became issuable in
exchange for shares of Virginia Gas common stock, and (B) 135,814 shares of
Company Common Stock became issuable pursuant to the terms of warrants to
purchase Virginia Gas common stock, which were converted into warrants to
purchase Company Common Stock. No shares of Utilities Common Stock became
issuable in the Merger. Accordingly, (1) the Company hereby removes from
registration the remaining 230,541 shares of Company Common Stock registered
under the Registration Statement, and (2) Utilities hereby removes from
registration all 1,158,928 shares of Utilities Common Stock registered under the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NUI
CORPORATION has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bedminster, State of New Jersey, on August 13,
2001.
NUI CORPORATION
By /s/ John Kean, Jr.
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John Kean, Jr.
President, Chief Executive Officer
and Director (principal executive officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons on the 13th day of August, 2001, in the capacities
indicated.
Signature Title
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/s/ John Kean, Jr. President, Chief Executive Officer
- ----------------------------------------------------------- and Director (principal executive officer)
John Kean, Jr.
/s/ John Kean Chairman and Director
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John Kean
/s/ A. Mark Abramovic Senior Vice President, Chief Operating
- ----------------------------------------------------------- Officer and Chief Financial Officer (principal
A. Mark Abramovic financial and accounting officer)
Director
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Dr. Vera King Farris
/s/ James J. Forese Director
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James J. Forese
/s/ J. Russell Hawkins Director
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J. Russell Hawkins
/s/ Bernard S. Lee Director
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Bernard S. Lee
/s/ R. V. Whisnand Director
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R. V. Whisnand
/s/ John Winthrop Director
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John Winthrop
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
NUI UTILITIES, INC. has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bedminster, State of New Jersey, on August 13,
2001.
NUI UTILITIES, INC.
By /s/ John Kean, Jr.
-------------------------------------------------
John Kean, Jr.
President, Chief Executive Officer
and Director (principal executive officer)
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons on the 13th day of August, 2001, in the
capacities indicated.
Signature Title
--------- -----
/s/ John Kean, Jr. President, Chief Executive Officer
- ----------------------------------------------------------- and Director (principal executive officer)
John Kean, Jr.
/s/ John Kean Chairman and Director
- -----------------------------------------------------------
John Kean
/s/ A. Mark Abramovic Senior Vice President, Chief Operating
- ----------------------------------------------------------- Officer and Chief Financial Officer (principal
A. Mark Abramovic financial and accounting officer)