SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 9, 2004
NUI Corporation
(Exact name of registrant as specified in its charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
001-16385
(Commission File Number)
22-3708029
(I.R.S. Employer Identification Number)
550 Route 202-206, PO Box 760
Bedminster, New Jersey 07921
(Address and zip code of principal executive offices)
(908) 781-0500
(Registrant's telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01--Other Events.
On or about September 2, 2004, a shareholder class action complaint (the
"Complaint") was filed in a civil action captioned Green Meadows Partners, LLP
on behalf of itself and all others similarly situated v. Robert P. Kenney,
Bernard S. Lee, Craig G. Mathews, Dr. Vera King Farris, James J. Forese, J.
Russell Hawkins, R. Van Whisnand, John Kean, NUI Corporation and AGL Resources,
Inc., pending in the Superior Court of the State of New Jersey, County of
Somerset, Law Division. The Company first became aware of the Complaint when it
was formally served on September 9, 2004. The Complaint, brought on behalf of a
putative class of the stockholders of the Company, names as defendants all of
the directors of the Company (the "Individual Defendants"), the Company and AGL
Resources, Inc. ("AGL"). The Complaint alleges that purported financial
incentives in the form of change of control payments[1] and indemnification
rights created a conflict of interest on the part of certain of the Individual
Defendants in evaluating a possible sale of the Company. The Complaint further
alleges that the Individual Defendants, aided and abetted by AGL, breached
fiduciary duties owed to Plaintiff and the putative class by (i) deciding to
merge the Company with AGL without purportedly making the requisite effort to
obtain the best share price, (ii) agreeing to an allegedly unfair and inadequate
cash sale price of $13.70 per share, (iii) entering into a merger agreement with
AGL that provided for a $7.5 million break-up fee, and (iv) failing to disclose
allegedly material information in the preliminary proxy statement filed on
August 13, 2004, including, among other things, (a) the precise amount of
consideration received by each director in connection with the sale of the
Company, (b) purported strategic alternatives considered by the Company and its
financial advisors, (c) additional alleged details of the sale process, and (d)
prior relationships, if any, between the Company, AGL and/or its financial
advisors. The Complaint demands judgment (i) determining that the action is
properly maintainable as a class action, (ii) declaring that the Individual
Defendants breached fiduciary duties owed to Plaintiff and the putative class,
aided and abetted by AGL, (iii) enjoining the sale of the Company, or if
consummated, rescinding the sale, (iv) eliminating the $7.5 million break-up fee
agreed to with AGL, (v) awarding Plaintiff and the putative class compensatory
and/or rescissory damages, (vi) awarding interest, attorney's fees, expert fees
and other costs, and (vii) granting such other relief as the Court may find just
and proper. The Company believes that the lawsuit is without merit and intends
to defend itself vigorously. Nevertheless, it is not possible at this time to
determine a likely outcome.
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1 This allegation appears to be referring to a retirement plan for directors,
last amended as of January 24, 1995, that provides for a lump sum payment of the
retirement benefits that would be paid to such directors on retirement,
discounted for present value in the event of a change of control.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NUI CORPORATION
By: /s/ Steven D. Overly
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Name: Steven D. Overly
Title: Vice President, Chief Financial
Officer, General Counsel, Treasurer
and Secretary
Dated: September 14, 2004