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.
[X] Definitive additional materials.
[ ] 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):
[ ] 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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[X] 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.
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The following document was released to employees on September 15, 2004.
"Merger Update - A transition newsletter for NUI and AGL Resources employees"
[September 14, 2004 edition]
Transition Team Update
The transition team continues to work diligently toward its goal of
seamlessly integrating NUI into AGL Resources upon close of the merger. Here is
a high-level update on some important transition information.
NUI Employee Meetings with AGL Resources
As was previously announced, AGL Resources will meet with NUI employees
beginning Monday, Sept. 13, as part of the merger transition process. The
purpose of these meetings is to provide AGL Resources with a better
understanding of NUI and its culture, attitude, and work ethics. In order to
prepare for these meetings, NUI provided training sessions for all employees
from Sept. 7 - 14.
Regulatory Approval Process Update
The process of meeting the many regulatory requirements associated with the
merger is progressing well. As of Thursday, Sept 9:
o Securities and Exchange Commission (SEC) - After the SEC informed NUI
that the commission will not review the company's proxy statement, NUI announced
it will hold its Annual Meeting of Shareholders on Thursday, Oct. 21, in
Somerset, New Jersey. At the meeting, NUI shareholders will vote on the sale of
NUI to AGL Resources.
o Hart-Scott-Rodino (HSR) - Simply defined, HSR is the Federal law that
requires parties to notify the Federal Trade Commission (FTC) and the Antitrust
Division of the Department of Justice (DOJ) before consummating certain proposed
mergers and acquisitions. A statutory 30-day waiting period allows the FTC / DOJ
to determine which transactions are likely to be anticompetitive (and challenge
them before the merger or acquisition is completed). Relating to the NUI / AGL
Resources transaction, the FTC / DOJ allowed the 30-day waiting period to expire
this week without action (thereby permitting the merger to close).
o New Jersey - The companies filed the application for approval of the sale
with the New Jersey Board of Public Utilities on July 30. Public hearings were
held on Aug. 31. Evidentiary hearings are scheduled for Sept. 20-23 and a final
decision is expected in the last week of Oct.
o Florida - To attain approval of the sale from the Florida Public Service
Commission, AGL Resources must file notice with the commission adopting the
rates, rules, classifications and regulations of City Gas Company within 10 days
of the close of the merger, and file the existing City Gas tariffs in its own
name, or apply for an alternative tariff, within 30 days.
o Maryland - The companies filed the application for approval Aug. 20 and a
final decision is expected in Sept. or Oct.
o Virginia - The companies filed the application for approval Aug. 10. The
Virginia State Corporation Commission has 90 days from that date to approve or
reject the application.
Meetings with AGL Resources President and CEO
AGL Resources President and CEO, Paula Rosput, and other members of the AGL
Resources management team have completed their initial group meetings throughout
NUI, welcoming employees and answering those questions that could be answered at
this early juncture. Paula also has met with the Board of Directors of both NUI
and NUI Utilities to discuss "AGL Resources' business strategies, the transition
process - including both challenges and opportunities - and employee interests,"
according to NUI President Craig Matthews.
NUI Employees "Ride" Away with Positive Impressions from AGL Resources Rodeo
Four NUI employees and their families were hosted at AGL Resources' Second
Annual Natural Gas Rodeo in Riverdale, GA., last month. Teams of four from AGL
Resources' utilities compete in this company event to determine who will
represent the organization at the national gas rodeo competition in Illinois in
Sept. AGL Resources looks forward to having teams from New Jersey, Maryland and
Florida compete next year!
"I had a great time. I was very impressed with the workmanship and the
employees. I'm looking forward to competing in the future." -- Rick Newcomb,
crew leader, Elizabethtown Gas Company/president, Utilities Workers Union of
America Local 424.
"I thought it was great. I also was very impressed with the employees.
These guys not only do their job, but they also take their own time to practice.
They really learn to work as a team." -- Frank Northup, manager of responders,
Elizabethtown Gas Company.
"Everybody from AGL Resources was extremely hospitable. They made the visit
a great experience. We came away with a better feeling about the transition
process and our new parent company." - Steve Pinkowski, Brevard division
manager, City Gas Company.
Also representing NUI was Rick Wilson, Elkton division manager, who was
similarly impressed by the trip and enjoyed the experience.
Q&As
1. Will NUI's current severance package be provided to those NUI employees who
lose their jobs as a result of the merger?
A: Yes, the sale agreement calls for the severance packages provided to NUI
employees today to remain "substantially equivalent" for one year after the
closing of the merger.
2. Will those NUI employees who lose their jobs have the opportunity to retain a
job by moving to Atlanta?
A: Details are being worked out on a process that will allow NUI employees to
apply for positions at AGL Resources prior to the closing. The process is
expected to become effective in October and will allow successful candidates to
transfer to AGL Resources after the merger closes. Since NUI and AGL Resources
remain separate companies and changing employment prior to the closing would
require an employee to resign from NUI to accept a position with AGL Resources,
any transfers would be effective after the merger closes.
3. Are NUI employees' tax-qualified 401(k) and pension plans safe? Can AGL
Resources reduce or eliminate these plans?
A: Your accrued benefits under NUI's tax-qualified 401(k) and pension plans are
protected by Federal law. AGL Resources has indicated it plans to transfer all
NUI employees to the AGL Resources 401(k) plan after the close of the merger
(and will explain to employees the plan options available to them at that time).
However, AGL Resources cannot reduce the value of accrued benefits that NUI
employees have accumulated prior to the sale of the company. Moreover, NUI
employees' benefits must remain "substantially equivalent" for one year after
the close of the merger.
4. Will the Appliance Services businesses be shut down or sold?
A: The transition team will evaluate NUI's appliance services activities and
determine what steps will be taken regarding these units. It is too early to
project the outcome of that evaluation.
5. When will layoffs be announced?
A: It is important to note that we have not made any decisions on the extent or
timing of any layoff. Once organizational designs and other integration issues
are determined, we will be in a better position to communicate the impact of
those determinations on individual employees.
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 definitive proxy statement
regarding the proposed merger transaction on Schedule 14A. Investors are urged
to read the definitive proxy statement and any other relevant documents filed
with the SEC because they contain important information. The definitive proxy
statement was sent to the stockholders of NUI seeking their approval of the
proposed transaction on or about September 13, 2004. 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
definitive proxy statement filed with the SEC contains information regarding
NUI's participants and their interests in the solicitation.