-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqW0sWQpMY5cmbOJnkMe+IWiPYsjbUgloqfknggsbGkrziZ4gUsK6KsC8Alg2YFR +nBnHlBVgW3QWqhMcK+4Sg== 0000950127-04-000140.txt : 20040210 0000950127-04-000140.hdr.sgml : 20040210 20040210171755 ACCESSION NUMBER: 0000950127-04-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUI CORP /NJ/ CENTRAL INDEX KEY: 0001105192 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 223708029 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16385 FILM NUMBER: 04582905 BUSINESS ADDRESS: STREET 1: 550 ROUTE 202-206, PO BOX 760 CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9087810500 MAIL ADDRESS: STREET 1: 550 ROUTE 202-206, P. O. BOX 760 CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: NUI HOLDING CO DATE OF NAME CHANGE: 20000203 8-K 1 form8k.txt CURRENT REPORT 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): February 10, 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) Item 7. Financial Statements and Exhibits (c) Exhibits The following exhibits are filed herewith: Exhibit No. Description of Exhibit 99.1 Press Release dated February 10, 2004, with respect to late filing of quarterly report, extension of delivery date for financials and settlement negotiations Item 9. Regulation FD Disclosure and Item 12. Results of Operations and Financial Condition The following information is furnished pursuant to Item 9. "Regulation FD Disclosure" and Item 12. "Results of Operations and Financial Condition." On February 10, 2004, NUI Corporation (the "Company") issued a press release announcing the late filing of its Quarterly Report on Form 10-Q for the first quarter ended December 31, 2003, its earnings for the first quarter of fiscal 2004 and the receipt by the Company and NUI Utilities, Inc. ("NUI Utilities") from their bank lenders of an extension for the delivery of the Company's financial reports. In addition, the Company also announced ongoing settlement negotiations with the New Jersey Board of Public Utilities regarding the focused audit of the Company, NUI Utilities and Elizabethtown Gas. The press release is filed herewith as Exhibit 99.1, and is incorporated herein by reference. The information, including the exhibit attached hereto, in this Current Report is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise stated in such filing. -2- 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 --------------------------------- Name: Steven D. Overly Title: Vice President and General Counsel Dated: February 10, 2004 -3- EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated February 10, 2004, with respect to late filing of quarterly report, extension of delivery date for financials and settlement negotiations -4- EX-99.1 3 ex99-1.txt PRESS RELEASE Investor Contact: Media Contact: Linda Lennox Christopher Reardon Director, Investor Relations Manager, Corporate Communications Tel: (908) 719-4224 Tel: (908) 719-4224 E-mail: llennox@nui.com E-mail: creardon@nui.com For Immediate Release NUI CORP. ANNOUNCES LATE FILING OF QUARTERLY REPORT Anticipates First Quarter 2004 Loss; Bank Lenders Grant Extension of Date for Delivering Financial Reports; Settlement Negotiations with NJBPU To Impact Fiscal 2003 Earnings Bedminster, NJ - February 10, 2004 - NUI Corporation (NYSE: NUI) today announced that, as a result of the ongoing investigation by the Audit Committee of the NUI Board of Directors of certain questionable transactions of NUI Energy Brokers, Inc., the company's wholesale energy trading subsidiary, NUI will not be able to complete its financial reporting process for its Quarterly Report on Form 10-Q for the first quarter ended December 31, 2003 (Form 10-Q), within the prescribed time period. NUI intends to complete its financial reporting process and file its Form 10-Q for the first quarter of fiscal 2004 as soon as practicable after completion of the Audit Committee's investigation. The company and NUI Utilities, Inc., the company's wholly-owned utilities subsidiary (NUI Utilities), have obtained from their bank lenders an extension to March 1, 2004 for delivery to the lenders of the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003 and its Form 10-Q. Primarily as a result of certain one-time charges totaling approximately $14.9 million related to the refinancing of the company's debt and severance costs, the company anticipates that it will report a consolidated net loss of approximately $7.2 million, or $0.45 per share, for the first quarter of fiscal 2004, compared with consolidated net income of $7.2 million, or $0.45 per share, for the first quarter of fiscal 2003. The company's results for the first quarter of fiscal 2004 will reflect substantially higher interest expense and fees associated with its November 2003 credit facility. The company also announced that it is in settlement negotiations with the New Jersey Board of Public Utilities (NJBPU) regarding the Focused Audit of NUI Corporation, NUI Utilities and Elizabethtown Gas. At this time, the company cannot determine the timing, terms, or the financial impact of any ultimate settlement. The company currently believes any such settlement ultimately will be reflected as an adjustment to the company's fiscal 2003 financial results, previously reported on November 12, 2003. -more- This press release contains forward-looking statements, including those related to the anticipated results for the first quarter of fiscal 2004, the timing of the filing of the company's Form 10-Q, the settlement regarding the focused audit of NUI, NUI Utilities and Elizabethtown Gas with the NJBPU, and the associated financial impact of a settlement with the NJBPU on the company and the timing thereof. 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, the completion of the financial reporting process; the company's ability to control operating expenses; the volatility and level of natural gas prices; economic conditions; weather fluctuations; the outcome and consequences of the focused audit being conducted by the NJPBU, including without limitation the terms and conditions of any future settlement with the NJBPU; and the timing of completion, and outcome and consequences, of the investigations of NUI Energy Brokers; certain other factors set forth in the company's Form 10-K, Form 10-Q and its other filings with the Securities and Exchange Commission; and other uncertainties, all of which are difficult to predict and some of which are beyond the company's control. For these reasons, you should not rely on these forward-looking statements when making investment decisions. The company does not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. ### -----END PRIVACY-ENHANCED MESSAGE-----