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 an employee newsletter distributed by NUI Corporation to its
employees on September 1, 2004:
AGL Resources Meetings with NUI Employees Begin Sept. 13
NUI Training Begins Sept. 7
As previously announced, AGL Resources will meet with NUI employees in September
as part of the merger transition process. Consultants from the Meridian
Institute will help facilitate the meetings.
These meetings are an opportunity for NUI and AGL Resources employees to get to
know each other. They also will provide AGL Resources with a better
understanding of NUI and its culture, attitude, work ethics and employee skills.
During the meetings, questions will be asked. These questions are designed to
help the AGL Resources staff evaluate the skills of NUI employees and understand
their career objectives. The meetings will also cover employee attitudes
regarding issues such as flexibility and willingness to try new assignments,
geographical locations, work rules and processes.
The meetings also will give NUI employees the opportunity to share their
thoughts about the company. For instance, what are NUI's strengths and
innovations? What does the company do particularly well? Where are opportunities
for improvement? Suggestions may include systems initiated but not
well-employed; areas or processes that could be improved; aggravating issues or
relationships that are causes of friction or that impact work flow and hinder
efficiencies. These discussions of NUI's strengths and weaknesses will give AGL
Resources a better sense of what should be prioritized after the close of the
merger.
In order to prepare for these meetings, NUI is providing training sessions for
all employees from Sept. 7-14. Not only will the sessions familiarize NUI
employees with the topics to be covered in the September meetings, but they also
will prepare employees for the interview process. Employees will find this
training helpful in many situations, from meeting with AGL Resources to other
opportunities they may have in the future. Please see below for the schedule and
sign-up instructions.
The AGL Resources meetings begin Sept. 13 in both New Jersey and Florida and
will run through the remainder of the month. Each session will be conducted by
an AGL Resources representative who, in most cases, comes from the corresponding
area or discipline of the NUI employee being interviewed. Some meetings will be
conducted in group sessions for employees with similar job functions while
others will be held one-on-one. However, any NUI employee who requests a
personal interview may have one. In addition, employees who desire may also opt
out of the interview process at their prerogative.
It is suggested that employees in supervisory or management positions bring a
short resume to their meetings with AGL Resources. The NUI training will provide
a suggested resume format. The resumes will be used to create a resource base of
education, training, job skills and work experience that can be helpful in
organizational design.
NUI employees should feel free to ask questions at the NUI training sessions to
clarify any issues.
A MESSAGE TO EMPLYEES FROM CRAIG MATTHEWS
I fully recognize that one of the most important issues on employee's minds
these days is the planned meetings with AGL Resources, scheduled to begin Sept.
13. I also appreciate the anxiety some of you feel about the process. To better
prepare you for these meetings, we will be providing training sessions for all
those wishing to attend. While I encourage each of you to attend, please realize
that we cannot satisfy everyone's needs and concerns in these training sessions
or in communicating the purpose and expectations of the AGL interviews as
described in this Merger Update.
The purpose of the meetings, simply put, is for AGL Resources to get to know us
better and understand us as a company. Since employees ARE the company, this
interview process can give them a good assessment, but only if you're honest and
candid with the representatives of AGL Resources with whom you will meet.
Indeed, these meetings are a wonderful opportunity to educate AGL Resources
about us. I encourage you not to be defensive or hold things close to the vest.
Like AGL Resources, NUI has areas in which we excel and areas where we could
improve. Describe these. Tell them your ideas, thoughts and recommendations.
This will help give AGL Resources guidance as to which areas they should focus
on first.
Some of you will see these meetings with AGL Resources as job interviews. I
truly believe their purpose is broader, as I have suggested above. However, to
be candid, they will have some influence on AGL Resources as it develops its
plans for the post-merger organization.
I urge you to approach these meetings with a positive attitude and to be proud
of your career and contributions to this company. We all know that, at the end
of the day, some downsizing will occur after the close of the merger. That will
be, to a large degree, a function of the organizational design, over which we
have little control. However, your approach to this interview is within your
control and only a positive attitude can influence the outcome favorably. You
can demonstrate all that you are and all you are willing to be. I can't ask any
more of you than to approach these meetings with that positive perspective and
wish you all well.
Craig Matthews
President and CEO
Please see below for the New Jersey training schedule
New Jersey Training Schedule
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Tuesday - September 7
Plaza Miami
A&B Room Customer Care Training Room
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9:00 7:30 - Bargaining Unit employees
11:00 10:00
2:00 2:00
Wednesday - September 8
Green Lane Plaza Brevard
Conference Room Board Room (room to be announced)
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7:30 - UWA employees 10:00 7:30 - Bargaining Unit employees
3:00 - UWA employees 11:00
3:00
Thursday - September 9
New Village Bedminster Miami
Conference Room Board Room Customer Care Training Room
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7:30 - UWA employees 2:30 7:30 - Bargaining Unit employees
10:00 10:00
2:00
Friday - September 10
Green Lane
Conference Room Elkton
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7:30 - UWA employees 8:00
10:00 - CWA employees
3:00 - UWA employees
Monday - September 13
Rahway Bedminster
Shape-Up Room Board Room Abingdon Saltville
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8:00 - UWA employees 3:30 9:00 1:00
12:00 - UWA employees 3:00
Tuesday - September 14
New Village Green Lane Plaza Miami
Conference Room Conference Room Board Room Customer Care
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7:30 - UWA employees 1:30 - CWA 3:30 7:30
employees 10:00
2:00
Management employees wishing to attend training should contact the appropriate
training coordinator below:
o New Jersey - Janice DePatria - 973-394-2610 or janice.depatria@right.com
o Florida - Maria Hernandez - ext. 5300
o Elkton - Candy Davis - 410-398-4626
o Virginia - Will Clear - 276-619-5211
Bargaining Unit employees wishing to attend training should contact their
supervisor.
Please Note: Green Lane and Rahway management employees should attend one of the
Plaza training sessions.
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Additional Information and Where to Find It
This document 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 this preliminary filing is not complete and may be changed.
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. NUI's preliminary proxy
statement filed with the SEC contains information regarding NUI's participants
and their interests in the solicitation.