EXHIBIT 99
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 ANNUAL MEETING OF SHAREHOLDERS DATE
Bedminster, NJ - August 25, 2004 - NUI Corporation (NYSE:NUI) today announced it
will hold its annual meeting of shareholders on Thursday, October, 21, 2004, at
10:00 a.m. EST at the Somerset Marriott, 110 Davidson Avenue, Somerset, New
Jersey 08873. The purpose of the annual meeting is to:
1. consider and vote upon a proposal to adopt the Agreement and Plan of
Merger (Merger Agreement), dated as of July 14, 2004, by and among AGL
Resources Inc (AGL), NUI and Cougar Corporation, a wholly-owned
subsidiary of AGL that was formed solely for the purpose of the
merger;
2. vote to elect four directors to serve on the NUI board of directors;
3. ratify the appointment of PricewaterhouseCoopers LLP as NUI's
independent public accountant for the fiscal years ending September
30, 2004 and 2005; and
4. transact such other business as may properly come before the meeting
or any adjournment of postponement thereof, including considering any
procedural matters incident to the conduct of the annual meeting, such
as adjournment or postponement of the annual meeting.
Any shareholder proposals must be received by NUI by 5:00 p.m. on September 3,
2004, in order to be included on the company's proxy card and included, along
with any supporting statement, in the company's proxy statement. Proposals
received after 5:00 p.m. on September 3, 2004, will not be eligible for
inclusion on the company's proxy card. Shareholder proposals should be submitted
to Steven D. Overly, Secretary, NUI Corporation, 550 Route 202-206, Bedminster,
NJ 07921. Any shareholder submitting a proposal must meet the requirements of
Rule 14a-8 under the Securities and Exchange Act of 1934, as amended.
The Board of Directors of NUI, by unanimous vote, has determined that the merger
agreement and the transactions contemplated by the merger agreement, including
the merger, are advisable, fair to and in the best interests of our shareholders
and other stakeholders, has approved the merger agreement and the transactions
contemplated by the merger agreement and unanimously recommends that our
shareholders vote FOR approval of the merger agreement at the annual meeting.
The holders of record of shares of NUI common stock as of the close of business
on September 7, 2004, which is the record date for the annual meeting, are
entitled to receive notice of and to vote at the annual meeting. The Notice of
Annual Meeting of Shareholders
and Proxy Statement will be mailed to such holders of record on or about
September 13, 2004.
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, NUI has 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. 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-Qs 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 timing of mailing the definitive proxy statement and holding 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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