-----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, S6sh+reavQZAte/fijCokUFnE6VWb+78JiDvCSUuYa1orihFoP60Y0TDRp9f0ZGd ZLjPBVoAGjZQ63PENdx6Vg== 0000950127-04-000861.txt : 20040901 0000950127-04-000861.hdr.sgml : 20040901 20040901145125 ACCESSION NUMBER: 0000950127-04-000861 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040901 DATE AS OF CHANGE: 20040901 EFFECTIVENESS DATE: 20040901 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16385 FILM NUMBER: 041010855 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 DEFA14A 1 defa14a.txt SCHEDULE 14A 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 - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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: ---------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- 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): ---------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- 5) Total fee paid: ---------------------------------------------------------------------- [ ] 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: ---------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No: ---------------------------------------------------------------------- 3) Filing Party: ---------------------------------------------------------------------- 4) Date Filed: ---------------------------------------------------------------------- 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 - ---------------------------- Tuesday - September 7 Plaza Miami A&B Room Customer Care Training Room - -------- --------------------------- 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) - --------------- ---------- ---------------------- 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 - --------------- ---------- --------------------------- 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 - --------------- ------ 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 - ------------- ---------- -------- --------- 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 - --------------- --------------- ---------- Training Room -------------- 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. - -------------------------------------------------------------------------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----