SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-16385
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(Check one)
Form 10-K and Form 10-KSB Form 11-K
Form 20F [X] Form 10-Q and Form 10-QSB Form N-SAR
For period ended: December 31, 2003
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Transition Report on Form 10-K and Form 10-KSB
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q and Form 10-QSB
Transition Report on Form N-SAR
For the transition period ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant: NUI Corporation
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Former name if applicable:
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Address of principal executive office (Street and number): 550 Route
202-206, P.O. Box 760
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City, state and zip code: Bedminster, New Jersey 07921-0760
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PART II
RULE 12-b-25(b) AND (c)
If the subject report could not be field without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, 10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date.
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Due to the previously announced ongoing investigation by the Audit
Committee of the Board of Directors of NUI Corporation (the "Company") of
certain questionable transactions at NUI Energy Brokers, Inc., the Company's
wholesale energy trading subsidiary ("NUI Energy Brokers"), the Company is not
able to complete its financial reporting process for its Quarterly Report on
Form 10-Q for the first quarter ended December 31, 2003 (the "Form 10-Q") within
the prescribed time period. The Company intends to complete its financial
reporting process and file its Form 10-Q as soon as practicable after completion
of the investigation by the Audit Committee.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Steve Overly (908) 719-4287
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
Yes [X] No
Form 10-K for the fiscal year ended September 30, 2003
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Primarily as a result of certain one-time charges totaling approximately
$14.9 million related to the refinancing of the company's debt and severance
costs, the company anticipates that it will report a consolidated net loss of
approximately $7.2 million, or $0.45 per share, for the first quarter of fiscal
2004, compared with consolidated net income of $7.2 million, or $0.45 per share,
for the first quarter of fiscal 2003. The company's results for the first
quarter of fiscal 2004 will reflect substantially higher interest expense and
fees associated with its November 2003 credit facility.
The company currently believes any settlement with the New Jersey Board of
Public Utilities (NJBPU) regarding the Focused Audit of NUI Corporation, NUI
Utilities, Inc. and Elizabethtown Gas ultimately will be reflected as an
adjustment to the company's fiscal 2003 financial results, previously reported
on November 12, 2003. At this time, the company cannot determine the timing,
terms, or the financial impact of any ultimate settlement.
This Notification of Late Filing on Form 12b-25 contains forward-looking
statements including those related to the anticipated results for the first
fiscal quarter 2004, the timing of the filing of the Company's Form 10-Q, the
investigations of NUI Energy Brokers described above, the settlement regarding
the focused audit of NUI, NUI Utilities and Elizabethtown Gas with the NJBPU,
and the associated financial impact of a settlement with the NJBPU on the
company and the timing thereof. These statements are based on current
expectations and information currently available and are believed to be
reasonable and are made in good faith. However, these forward-looking statements
are subject to risks and uncertainties that could cause actual events to differ
materially from those projected in the statements. Factors that may make actual
results differ from anticipated results include, but are not limited to, the
completion of the financial reporting process; the Company's ability to control
operating expenses; the volatility and level of natural gas prices; economic
conditions; weather fluctuations; the outcome and consequences of the focused
audit being conducted by the NJBPU,
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including without limitation the timing, terms and conditions of any future
settlement with the NJBPU; the timing of completion, and outcome and
consequences, of the investigations of NUI Energy Brokers described above;
certain other factors set forth in the Company's Form 10-K, Form 10-Q and its
other filings with the Securities and Exchange Commission; and other
uncertainties, all of which are difficult to predict and some of which are
beyond the Company's control. For these reasons, you should not rely on these
forward-looking statements when making investment decisions. The words "expect,"
"believe," "project," "anticipate," "intend," "should," "could," "will," and
variations of such words and similar expressions, are intended to identify
forward-looking statements. The Company does not undertake any obligation to
update publicly any forward-looking statement, either as a result of new
information, future events or otherwise.
NUI Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 17, 2004 By /s/ Steven D. Overly
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Name: Steven D. Overly
Title: Vice President and General
Counsel
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