UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material pursuant to Section 240.14a-11(c) or Section 240.14a-12.
NUI Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No:
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3) Filing Party:
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4) Date Filed:
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Filed by NUI Corporation pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
The following is a press release distributed by NUI on August 17, 2004:
Investor Contact: Media Contact:
Linda S. Lennox Chris Reardon
Director, Investor Relations Manager, Public Affairs
(908) 719-4222 (908) 719-4224
llennox@nui.com creardon@nui.com
For Immediate Release
NUI ANNOUNCES THIRD QUARTER EARNINGS FOR FISCAL YEAR 2004
Bedminster, NJ - August 17, 2004 - NUI Corporation (NYSE:NUI) today reported a
$12.3 million reduction in net loss for the third quarter of fiscal 2004, as
compared to the third quarter of last year. NUI's net loss for the third quarter
ended June 30, 2004, was $12.8 million, or $0.80 per share, compared to a net
loss of $25.1 million, or $1.57 per share, for the third quarter last year.
The net loss from continuing operations was $11.5 million, or $0.72 per share,
compared to a net loss of $3.6 million, $0.23 per share, in the third quarter of
fiscal 2003. The $7.9 million increased loss from continuing operations was
primarily the result of (1) reduced operating margins of approximately $2.2
million, primarily due to exiting the retail energy marketing and wholesale
energy trading businesses; (2) increased operating expenses of approximately
$4.0 million for the reasons described below; and (3) increased net interest
expense of approximately $5.3 million, which resulted from both higher weighted
average indebtedness and increased interest rates during the third quarter of
fiscal 2004. The $4.0 million increase in operating expenses was due primarily
to higher operation and maintenance expenses of $1.3 million; higher
restructuring costs of $0.6 million; higher depreciation and amortization of
$1.3 million; and higher general taxes of $0.8 million. The decrease in income
from continuing operations was partially offset by higher other income of $1.0
million and a reduction in income taxes of $2.4 million as compared to the same
period last year.
The company's net loss from discontinued operations decreased by approximately
$20.2 million to $1.2 million, or $0.08 per share, in the third quarter of
fiscal 2004, compared to a net loss of $21.4 million, or $1.34 per share, in the
third quarter of fiscal 2003. The fiscal 2003 quarterly results included a $20.3
million impairment charge related to the company's decision to seek a buyer for
its NUI Telecom subsidiary in June 2003.
For the nine months ended June 30, 2004, NUI recorded a net loss of $17.1
million, or $1.07 per share, compared to a net loss of $5.8 million, or $0.36
per share for the nine months ended June 30, 2003. The fiscal 2003 third quarter
loss includes a $5.9 million after-tax charge for the effect of a change in
accounting. The net loss from continuing operations was $14.8 million, or $0.93
per share, for the nine months ended June 30, 2004, compared to net income of
$22.1 million, $1.38 per share, in the same period of fiscal 2003.
The $37.0 million reduction in income from continuing operations was primarily
the result of (1) reduced operating margins of approximately $13.6 million,
primarily due to winding down the company's wholesale energy trading subsidiary;
(2) increased operation and maintenance expenses of $19.2 million for the
reasons described below; (3) restructuring charges of approximately $2.7 million
related to employee severance costs; (4) a
prepayment penalty of approximately $9.9 million for the early extinguishment of
debt; and (5) increased net interest charges of approximately $13.8 million,
which resulted from both higher weighted average indebtedness and increased
interest rates during the nine month period of fiscal 2004. A reduction in
income tax expense of $22.0 million partially offset the increase in the
year-to-date loss as compared to last year.
The $19.2 million increase in operation and maintenance expense in the nine
month period was due primarily to (1) increased legal and professional fees of
$13.7 million related to the Focused Audit conducted by the New Jersey Board of
Public Utilities (which has concluded), the cost of an internal investigation
into the company's wholesale energy trading subsidiary, and costs associated
with finding a buyer for the company and (2) bank fees of approximately $11.2
million. These increases were partially offset by reduced bad debt expense of
approximately $6.0 million, mainly as a result of winding down the company's
retail energy marketing business during fiscal 2003.
Net loss from discontinued operations decreased by approximately $19.7 million
during the current nine-month period to $2.3 million, or $0.14 per share, as
compared to a net loss of $22.0 million, or $1.38 per share, for the same period
of fiscal 2003. As discussed earlier, the NUI Telecom impairment charge in June
2003 was the major factor for the change in comparative loss from discontinued
operations, as well as the costs of winding down the operations of TIC
Enterprises, the company's sales outsourcing subsidiary.
Sale Update
On July 15, 2004, NUI announced that it had entered into an Agreement and Plan
of Merger (Merger Agreement) with AGL Resources Inc. (AGL), for AGL to acquire
all of the outstanding shares of common stock of NUI for $13.70 per share in
cash. State regulatory approvals are needed in New Jersey, Maryland, and
Virginia. In Florida, AGL is required to file within 10 days of the consummation
of the merger a notice with the Florida Public Service Commission (FLPSC)
stating that the tariffs charged by City Gas Company of Florida will continue to
remain in effect. NUI expects to receive a waiver of the closing condition from
AGL related to the approval of the FLPSC. On July 30, 2004, NUI and AGL made a
joint filing with the New Jersey Board of Public Utilities (NJPBU) to obtain
merger approval. The NJBPU has committed to expedite its review of the
transaction. On August 10, 2004, NUI and AGL made a joint filing with the
Virginia State Corporation Commission to obtain merger approval. NUI and AGL
expect to file for merger approval with the Maryland Public Service Commission
in the near future. On August 5, 2004, NUI and AGL filed pre-merger
notifications with the U.S. antitrust authorities pursuant to the
Hart-Scott-Rodino Act. Unless the antitrust authorities request additional
information, the waiting period will expire on or before September 7, 2004. On
August 13, 2004, NUI filed its preliminary Proxy Statement with the Securities
and Exchange Commission (SEC) and anticipates holding its shareholders meeting
in October. AGL does not need shareholder approval. Under the Public Utility
Holding Company Act (PUHCA), AGL must obtain approval of the SEC for the merger.
Upon closing, which the company currently anticipates will occur between
December 2004 and March 2005, NUI will become a wholly-owned subsidiary of AGL.
Credit Facilities Update
NUI and NUI Utilities previously announced that they have received a commitment
from an affiliate of Credit Suisse First Boston for an aggregate of $95 million
in additional credit facilities intended to provide additional liquidity through
the close of the sale of the company. NUI and NUI Utilities have reached
agreement with Credit Suisse First Boston and the company's existing lenders on
the form of the credit agreements and amendments to their existing credit
facilities required to document the proposed new financing. In addition, NUI has
submitted the documents to the New Jersey Board of Public Utilities for its
approval.
Conference Call Information
NUI will hold a live teleconference on Wednesday, August 18, 2004, at 10:00 a.m.
EST. The dial-in number for domestic callers is 1-800-289-0436 and
1-913-981-5507 for international callers. Participants should dial in five
minutes prior to the scheduled start time. A taped replay of the call will be
available on Thursday, August 19, 2004, and ending on Thursday, August 26, 2004,
at 11:59 p.m. EST. The dial-in number for the replay is 1-888-203-1112 for
domestic callers and 1-719-457-0820 for international callers. The pass code for
the replay is 351863.
A live webcast of the call will be available on the company's website at
www.nui.com. Choose "Investor Relations" and then select the webcast icon on the
Corporate Overview page. Shortly following the live call, a replay will be
archived on NUI's corporate website.
About NUI
NUI Corporation, based in Bedminster, NJ, is an energy company that operates
natural gas utilities and businesses involved in natural gas storage and
pipeline activities. NUI Utilities' divisions include Elizabethtown Gas in New
Jersey, City Gas Company of Florida and Elkton Gas in Maryland. For more
information, visit www.nui.com.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the
proposed merger. In connection with the proposed transaction, on August 13,
2004, NUI filed with the Securities and Exchange Commission (SEC) a preliminary
proxy statement regarding the proposed merger transaction on Schedule 14A. The
information contained in such preliminary filing is not complete and may change.
Investors are urged to read the definitive proxy statement when it becomes
available and any other relevant documents filed with the SEC because they will
contain important information. The definitive proxy statement will be sent to
the stockholders of NUI seeking their approval of the proposed transaction. In
addition, you may obtain these documents free of charge at the website
maintained by the SEC at www.sec.gov. Also, you may obtain documents filed with
the SEC by NUI free of charge by requesting them in writing from NUI
Corporation, P.O. Box 760, Bedminster, NJ 07921, Attention: Investor Relations,
or by telephone at (908) 719-4223.
Participants in Solicitation
NUI and its directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies from
the stockholders of NUI in connection with the merger. Information about NUI's
directors and executive officers and their ownership of NUI's common stock is
included in NUI's Form 10-K, filed with the SEC on May 13, 2004. Additional
information about the interests of NUI's participants in the solicitation of
proxies in respect of the proposed transaction will be included in the proxy
statement when it becomes available.
Forward-Looking Statements
This press release contains forward-looking statements, including statements
related to the sale of NUI Corporation and the anticipated additional financing.
These statements are based on management's current expectations and information
currently available and are believed to be reasonable and are made in good
faith. However, the forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected in the statements. Factors that may make the actual results
differ from anticipated results include, but are not limited to, those factors
set forth in NUI Corporation's Form 10-K, Form 10-Q and its other filings with
the Securities and Exchange Commission; NUI's ability to consummate the sale in
the time period anticipated or at all; the ability to obtain the regulatory and
other approvals required for the transaction on the terms expected or on the
anticipated schedule; the ability of NUI and NUI Utilities to satisfy the
conditions precedent to obtaining the $95 million of financing committed to by
an affiliate of Credit Suisse First Boston; the ability of NUI and NUI Utilities
to amend and extend their respective credit facilities; the ability of NUI and
NUI Utilities to receive the waivers and amendments discussed herein; the timing
of NUI's shareholders' meeting; and other uncertainties, all of which are
difficult to predict and some of which are beyond NUI Corporation'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.
NUI Corporation does not undertake any obligation to update publicly any
forward-looking statement, either as a result of new information, future events
or otherwise.
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NUI CORPORATION (NYSE:NUI)
SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION FOR THE PERIODS ENDED JUNE 30
(amounts in thousands, except per share amounts)
Three Months Nine Months
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2004 2003 2004 2003
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Operating Revenues 98,944 135,293 508,803 556,839
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Total Operating Margins 41,715 43,903 169,513 183,076
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Operation & Maint. Expenses 36,328 35,032 117,813 98,618
Restructuring Charges 587 --- 2,723 ---
Depreciation and Amortization 9,125 7,844 26,721 25,524
Other taxes 1,778 933 6,565 5,500
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Operating Expenses 47,818 43,809 153,822 129,642
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Equity in Earnings of Saltville Gas Storage
Company, LLC 156 --- 801 ---
Other Income 1,238 200 2,555 862
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Earnings (Loss) Before Interest and Taxes (EBIT) (4,709) 294 19,047 54,296
Loss on Extinguishment of Debt --- --- 9,940 ---
Net Interest Charges 11,235 5,979 29,971 16,212
Income Tax Expense (Benefit) (4,395) (2,036) (6,014) 15,936
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Income (Loss) from Continuing Operations (11,549) (3,649) (14,850) 22,148
Loss from Discontinued Operations, After Tax (1,212) (21,421) (2,276) (22,040)
Effect of Change in Accounting, After Tax --- --- --- (5,870)
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Net Loss (12,761) (25,070) (17,126) (5,762)
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Earnings (Loss) Per Share:
Basic and Diluted Income (Loss) from Continuing
Operations (0.72) (0.23) (0.93) 1.38
Loss from Discontinued Operations, After Tax (0.08) (1.34) (0.14) (1.38)
Effect of Change in Accounting, After Tax --- --- --- (0.36)
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Basic and Diluted Net Loss Per Share (0.80) (1.57) (1.07) (0.36)
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Weighted Average Number of Shares 15,968,692 16,021,477 15,976,128 16,039,573
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Certain reclassifications were made to conform to current year presentation.
OPERATING DATA FOR THE PERIODS ENDED JUNE 30
Three Months Nine Months
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2004 2003 2004 2003
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Total Employees (at period end) 936 1,095
NJ Degree Days - Actual 436 712 4,858 5,400
Overall Degree Day Variance from 21% 29% 1% 13%
NJ 20-Year Average warmer colder colder colder
Total Average Utility Customers Served by Continuing
Operations 370,835 367,818 370,900 367,755
Total Gas Sold or Transported (Bcf's) 15.9 33.0 73.5 145.0
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