SOUTH JERSEY INDUSTRIES, INC.
Number One South Jersey Plaza, Route 54
Folsom, New Jersey 08037
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 21, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of South
Jersey Industries, Inc. will be held at the office of the Company, Number
One South Jersey Plaza, Route 54, Folsom, New Jersey, on Thursday, April 21
1994, at 10:00 A.M., Eastern Time, for the following purposes:
1. To elect five Directors:
a. Four Directors in Class II (Term expiring in 1997)
b. One Director in Class I (Term expiring in 1996)
2. To approve the action of the Board of Directors in appointing
Deloitte & Touche as auditors for the year 1994.
3. To transact such other business as may come before the meeting.
The Board of Directors has fixed the close of business on March 4, 1994
as the record date for determining the shareholders of the Company entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof,
and only holders of stock of the Company of record on that date are entitled
to notice of and to vote at the meeting and any adjournments.
If you do not expect to be personally present at the meeting, you are
requested to fill in and sign the enclosed form of proxy and return it
promptly in the accompanying business reply envelope.
By Order of the Board of Directors,
Folsom, N.J. 08037 George L. Baulig
March 9, 1994 Secretary
___________________________________________________________________________
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO VOTE, DATE, SIGN AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE
___________________________________________________________________________
SOUTH JERSEY INDUSTRIES, INC.
PROXY STATEMENT
____________________
This statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Shareholders of South Jersey
Industries, Inc. to be held on April 21, 1994, at the office of the Company,
located at Number One South Jersey Plaza, Route 54, Folsom, New Jersey
08037. The approximate date on which proxy material will first be sent to
shareholders is March 9, 1994.
This solicitation of proxies is made on behalf of the Board of
Directors of South Jersey Industries, Inc. and the Company will bear the
cost of the solicitation. The solicitation will be made by mail, and, in
addition, the Secretary of the Company and regular employees of the Company
may solicit proxies by telephone, telegram or in person. The Company may
also employ a professional proxy-soliciting firm to assist in the
solicitation of proxies, and the Company estimates that the additional cost
of employing such a firm would not exceed $7,500 plus expenses. The Company
will furnish brokerage houses and other custodians, nominees or fiduciaries
with the number of additional copies of its proxy material and Annual Report
to Shareholders necessary to supply such materials to the beneficial owners
of stock of the Company.
Signed proxies in the accompanying form received by the Company will be
voted at the meeting or any adjournments thereof and, where such a proxy
contains a specific instruction as to any matter to be acted on, the shares
represented by the proxy will be voted accordingly. A shareholder who signs
and returns a proxy may revoke it at any time before it is voted. Attendance
at any meeting by a shareholder who has given a proxy does not revoke the
proxy; to revoke the proxy, the attending shareholder must so notify
the secretary of the meeting in writing prior to the voting of the proxy.
The Company had 9,887,571 shares of Common Stock outstanding as of
March 4, 1994. The holders of Common Stock have one vote per share on each
matter to be acted upon. Only shareholders of record at the close of
business on March 4, 1994 will be entitled to vote at the meeting.
ELECTION OF DIRECTORS
At the Annual Meeting, five directors are to be elected to the Board of
Directors. Four directors are to be elected in Class II to hold office for a
term of three years and one director is to be elected in Class I for a term
of two years. It is intended that the votes of the persons designated as
proxies in the accompanying form of proxy will be cast for the following
persons as directors: Class II (term expiring in 1997) - Frank L. Bradley,
Jr., Vincent E. Hoyer, Jackson Neall, Shirli M. Vioni; Class I (term expiring
in 1996) - W. Cary Edwards. All of the nominees are members of the present
Board of Directors and except for Mr. Edwards, have previously been elected
by the Company's shareholders. Mr. Edwards, a former director who had
resigned in January 1993, was re-elected to the Board in September 1993 and
is now standing for re-election by the Shareholders. Mr. Frederick A.
Westphal, whose term ends at the 1994 Annual Meeting, is not standing for re-
election, in accordance with the Board's retirement policy. Mr. Westphal
served as a director of the Company for 8 years and is Chairman of the
Company's Compensation/Pension Committee. Because of the retirement of Mr.
Westphal,effective with the 1994 Annual Meeting,the Board of Directors will
be reduced from thirteen to twelve members. While it is not anticipated that
any of the nominees will be unable to serve, if any should become unable to
accept nomination or election, it is intended that the persons designated as
proxies in the accompanying form of proxy will vote for the election of such
other person as the Board of Directors may recommend.
Number of Shares
Name, Other Business Experience of Common Stock
Positions with Age During Past Five Owned Beneficially
Company; Period as of Years and Other as of % of
Served as Director Jan. 1, 1994 Directorships (1) Jan. 21, 1994 (1) Class
__________________ ____________ ___________________ _________________ _____
NOMINEES
Class II (Term Expiring in 1997)
________________________________
Frank L. Bradley, Jr...69 Retired, formerly Chairman,
Director of the President and CEO (1988-1992),
Company since Chairman (1980-1988), of Stone &
1986(2)(3) Webster Management Consultants,
Inc., New York, NY 1,006 -
Vincent E. Hoyer.......69 Consultant (1991 to date);
Director of the formerly President (now retired)
Company since (1966 - 1991) of New Jersey
1990(3)(4) Manufacturers Insurance Company
and (1977-1991) of New Jersey
Re-Insurance Company, West
Trenton, NJ; director (1966 to
date) of New Jersey Manufacturers
Insurance Company and (1977 to
date) of New Jersey Re-Insurance
Company; director of CoreStates
Financial Corp., Philadelphia,
PA; director of New Jersey
National Bank and New Jersey
National Corporation, Pennington,
NJ. 1,948 -
Jackson Neall..........69 Retired; former Real estate
Director of the appraiser (1977 -1992); registered
Company since builder (1989 -1992); former
1990(4)(5) President of South Jersey Fuel,
Inc.; director of Shore Memorial
Hospital; Chairman (1989 to date)
of Shore Properties, Inc., Somers
Point, NJ; former member of
Executive Advisory Board of First
Fidelity Bank, N.A., South Jersey,
Burlington, NJ; director of Staintons
Department Store (1993 to date),
Ocean City, NJ 3,418 -
Number of Shares
Name, Other Business Experience of Common Stock
Positions with Age During Past Five Owned Beneficially
Company; Period as of Years and Other as of % of
Served as Director Jan. 1, 1994 Directorships (1) Jan. 21, 1994 (1) Class
__________________ ____________ ___________________ _________________ _____
NOMINEES continued
Class II continued (Term Expiring in 1997)
___________________________________________
Shirli M. Vioni, Ph.D..53 Superintendent, Oberlin City Schools
Director of the (1994 to date), Oberlin, OH; President,
Company since Billings-Vioni Management Associates
1983(4)(5) (1990 to 1994), Columbus OH, a human
resource consulting firm; Director,
Corporate Human Resource Development
(1987 - 1990), of Honeywell, Inc.
Minneapolis, MN 504 -
Class I (Term Expiring in 1996)
_______________________________
W. Cary Edwards........49 Of Counsel (1993 to date), NJ
Director of the Managing Partner (1990-1993), law
Company since firm of Mudge Rose Guthrie Alexander
1993(3)(5) & Ferdon, Parsippany, NJ; Partner,
law firm of Edwards, Villoresi,
Perrucci & Paulsen (1990), and
Partner, law firm of Villoresi,
Edwards & Jansen (1989 - 1990),
Boonton, NJ; Attorney General, State
of New Jersey (1986-1989); Chief
Legal Counsel - Governor of NJ
(1982-1986). 306 -
DIRECTORS CONTINUING IN OFFICE
Class I (Term Expiring in 1996)
_______________________________
Richard L. Dunham......64 Chairman (1988 to date),
Director of the President (1980 - 1988), of
Company since Zinder Companies, Inc. and
1984(2)(3) affiliated companies, economic
and regulatory consulting firms,
Washington, DC; Member (1986 to
date) of Advisory Council of Gas
Research Institute, Chicago, Il;
Former Chairman (1975-1977) of
the Federal Power Commission
(now FERC), Washington, DC; 909 -
Marilyn Ware Lewis.....50 Chairman of the Board (1988 to
Director of the date), Vice Chairman of the Board
Company since (1984 - 1988), of American Water
1990(3)(5) Works Company, Inc., Voorhees,
NJ.; Past President KLS
Educational Systems, Inc. (1987-
1991), Lititz, PA, a program for
the education of children with
learning disabilities; director
CIGNA Corp., Philadelphia, PA;
director, Penn Fuel Gas Company,
Inc. and subsidiaries, Oxford, PA. 18,500 0.2%(6)
Number of Shares
Name, Other Business Experience of Common Stock
Positions with Age During Past Five Owned Beneficially
Company; Period as of Years and Other as of % of
Served as Director Jan. 1, 1994 Directorships (1) Jan. 21, 1994 (1) Class
__________________ ____________ ___________________ _________________ _____
DIRECTORS CONTINUING IN OFFICE
Class I continued (Term Expiring in 1996)
_________________________________________
Peter M. Mitchell,Ph.D.59 President Massachusetts Maritime
Director of the Academy, Buzzards Bay, MA (1994
Company since to date); Vice Chancellor (1983-
1981(2)(4) 1994), Higher Education
Coordinating Council, formerly the
Board of Regents of Higher
Education, Boston, MA. 876 -
DIRECTORS CONTINUING IN OFFICE
Class III (Term Expiring in 1995)
_________________________________
Thomas L. Glenn, Jr....59 Chairman (1984 to date) of Glenn
Director of the Insurance, Inc. Absecon, NJ;
Company since trustee, of Atlantic City Medical
1986(2)(5) Center Foundation, Atlantic City,
NJ; trustee, of Atlantic County
Community College, Mays Landing,
NJ. 3,260 -
Herman D. James, Ph.D..50 President, Rowan College of New
Director of the Jersey (formerly Glassboro State
Company since College) (1984 to date),
1990(4)(5) Glassboro, NJ.; director (1992 to
date) of the Council for Aid to
Education, New York, NY; director
New Jersey State Chamber of Commerce
(1993 to date), Trenton, NJ 396 -
Charence D. McCormick..64 Chairman, President and CEO (1988
Director of the to date) and President (1977 -
Company since 1988) of The Farmers and Merchants
1979(2)(3) National Bank of Bridgeton, NJ;
Chairman and President of Southern
Jersey Bancorp of Delaware (1989
to date); Chairman, President and
CEO (1988 -1989) and President
(1984 - 1988) of Southern Jersey
Bancorp, Bridgeton, NJ; director
of such banks; director of the
Federal Reserve Bank of
Philadelphia (1986 - 1988). 2,531 -
Number of Shares
Name, Other Business Experience of Common Stock
Positions with Age During Past Five Owned Beneficially
Company; Period as of Years and Other as of % of
Served as Director Jan. 1, 1994 Directorships (1) Jan. 21, 1994 (1) Class
__________________ ____________ ___________________ _________________ _____
DIRECTORS CONTINUING IN OFFICE
Class III continued (Term Expiring in 1995)
__________________________________________
William F. Ryan........59 President of the Company since
President and Chief 1980 and Chief Executive Officer
Executive Officer of since 1981; President of South
the Company. Director Jersey Gas Company (Gas Company)
of the Company since since 1977, Chief Executive
1977(2) Officer since 1981 and Chairman
of the Board since April 1989;
Chairman of the Board and Chief
Executive Officer of Energy &
Minerals, Inc. (EMI) since 1981;
Chairman and Chief Executive
Officer of R&T Group, Inc. (R&T)
since October 1989; director of
South Jersey Energy Company since
1973; director of New Jersey
National Bank and New Jersey
National Corporation, Pennington,
NJ; director of Penn Fuel Gas
Company, Inc. and subsidiaries,
Oxford, PA. 33,730 0.3%
17 directors, nominees
and officers as a group 111,258 1.1%
Notes to Table of Directors and Nominees
________________________________________
(1) Based on information furnished to the Company by the respective
directors, nominees and officers of the Company. The Company is
informed that these persons have sole voting power and sole
power of disposition with respect to the shares of Common Stock
shown opposite their names, with the following exceptions:
17,239 of Mr. Ryan's shares and 50,549 of the shares owned by
officers as a group are held in the Company's Thrift Plan, and
the Trustee of the Plan has sole power to vote (but no power to
dispose of) such shares; and 15,300 of Mr. Ryan's shares and
20,160 shares of the officers as a group are not now held by
them but may be acquired through the exercise of stock options.
(2) Member of the Executive Committee (W. F. Ryan, Chairman).
(3) Member of the Compensation/Pension Committee (F. A. Westphal,
Chairman).
(4) Member of the Management Development Committee (Dr. P.M.
Mitchell, Chairman).
(5) Member of the Audit Committee (T.L. Glenn, Jr., Chairman).
(6) Includes 18,000 shares over which Mrs. Lewis has effective
investment and voting power but in which she has no beneficial
interest.
Gas Company and other subsidiaries of the Company have maintained
banking relationships for a number of years with The Farmers and Merchants
National Bank of Bridgeton, of which Mr. McCormick is Chairman, President
and a director, and expect to continue such relationships. Aggregate
indebtedness of Gas Company and other subsidiaries of the Company to that
bank on December 31, 1993 was $2,587,120, which was also the largest amount
of such indebtedness during 1993. Loans made to Gas Company and other
subsidiaries by that bank are made on terms that are usual and customary at
the time they are made. During 1993, the Company and its subsidiaries paid
$344,553 in legal fees and expenses to the law firm of which Mr. Ryan's son-
in-law, Michael J. Fitzgerald, is a member.
As of January 21, 1994, CoreStates Bank, N.A., as Trustee of the
Company's Thrift Plan, held with power to vote, and is thus considered
(under rules of the Securities and Exchange Commission) to have been the
beneficial owner of, 1,244,912 shares, or approximately 13%, of the
outstanding Common Stock of the Company. Included among these shares are
50,549 shares held by the Trustee for the account of officers of the
Company. See Note 1 to the Table above.
EXECUTIVE COMPENSATION
Summary Compensation Table*
___________________________
____________________________________________________________________________
| |
| Annual Compensation |
|_________________________________|
(a) (b) | (c) (d) (e) | (i)
| Other |
Name and | Annual | All Other
Principal | Compen- | Compen-
Position Year | Salary($) Bonus($) sation($) | sation($)
__________________________|_________________________________|_______________
| |
William F. Ryan, 1993 | 348,750 - 4,622 | 20,554
Pres & CEO 1992 | 317,500 - 4,104 | 18,285
1991 | 310,000 - 4,284 | 16,333
| |
Gerald S. Levitt, 1993 | 156,000 - - | 11,119
V.P. & CFO 1992 | 146,583 - - | 10,569
1991 | 140,750 - - | 9,426
| |
Richard B. Tonielli, 1993 | 119,125 - - | 7,962
Treasurer 1992 | 113,000 - - | 5,122
1991 | 108,625 - - | 6,324
__________________________|_________________________________|_______________
*Columns (f) (g) and (h) have been omitted from the table because no long
term compensation was awarded to, earned by or paid to the named executives
for any year covered by the table.
Notes to Summary Compensation Table
_____________________________________
Employees of the Company or its subsidiaries who participate in its
Thrift Plan contribute a percentage (maximum 6%) of compensation to the Plan,
and the employer contributes 50% of the amount contributed by the employee.
Employee contributions are invested, at the employee's option, either in
Company Common Stock or a fund investing in U.S. Treasury obligations.
Employer contributions are invested in Company Common Stock. During 1993, the
Company and its subsidiaries made the following contributions to the Thrift
Plan for the benefit of its executive officers: Mr. Ryan - $7,503; and Mr.
Levitt - $4,680; and Mr. Tonielli - $1,191. These amounts are included in
column (i) of the Summary Compensation Table. In 1993, the Company and its
subsidiaries contributed a total of $672,225 to the Thrift Plan and, in
addition, incurred administration costs for the Thrift Plan of $47,025. The
Internal Revenue Code limits the contributions that may be made by or on
behalf of an individual under the Thrift Plan. The Company has adopted a
policy of currently reimbursing its executive officers with the amount of
Company contributions that may not be made because of this limitation
(including the tax liability incurred by the additional income). Pursuant to
this policy Mr. Ryan was paid $4,622 in 1993, which is included in column (e)
of the Summary Compensation Table.
Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values
__________________________________________
____________________________________________________________________________
(a) (b) (c) (d) (e)
Number
of Securities Value
Underlying of Unexercised
Unexercised In-The-Money
Shares Options at Options at
Acquired Value Fiscal Year-End Fiscal Year-End
Name on Exercise Realized All Exercisable All Exercisable
____ ___________ ________ _______________ _______________
William F. Ryan - - 15,300 $89,625
Gerald S. Levitt 3,300 20,156 3,330 19,507
Richard B. Tonielli 3,060 25,766 0 -
____________________________________________________________________________
In 1987, the Company adopted a stock option and stock appreciation
rights plan for its officers and other key employees. Of the 304,475 options
authorized, 87,750 options have been awarded. 33,830 of these awarded options
have been exercised.
The Company and Gas Company have deferred compensation agreements with
eleven employees, which provide for compensation for five years after
retirement at age 65 or to a beneficiary in the event of death prior to
retirement. Under these agreements, Mr. Ryan, Mr. Levitt and Mr. Tonielli
will, after retirement, receive $25,000, $15,000, and $15,000 respectively,
per year for a five-year period. In the event the retired employee dies
before receiving the full amount, the beneficiary will receive the unpaid
balance.
The Company has employment agreements with its officers and certain
officers of Gas Company, EMI and R&T, including Messrs. Ryan, Levitt, and
Tonielli. Each agreement is for a three-year period ending July 31, 1994,
and provides for a base salary that will be reviewed periodically, but will
be not less than was being paid at the beginning of the period. If a change
of control (as defined in the agreement) occurs during the period of the
agreement, the agreement is automatically extended for three years from the
date the change of control occurs. If, during the extended term of the
agreement, the executive officer's employment is terminated for other than
cause, or he resigns after there has been a significant adverse change in his
employment arrangements with the Company, he is entitled to a severance
payment equal to 300% of his average annual compensation during the preceding
five calendar years.
The Company also has an officer severance benefit program that covers
all its officers, including those with whom it has employment agreements. If
an executive officer's employment is terminated and there has been no change
in control, up to one year's salary may be paid under this program.
Pension Plans For Executives
____________________________
The following table illustrates the current retirement benefits under the
salaried employee pension plan, and the supplemental executive retirement
plan, assuming the executive was born in 1932 and retires at the normal
retirement age of 62.
_____________________________________________________________________________
Years of Service
Remuneration 15 20 25 30 35 40
_____________________________________________________________________________
$125,000 $ 23,805 $ 36,236 $ 48,736 $ 61,236 $ 61,236 $ 61,795
150,000 31,236 46,236 61,236 76,236 76,236 76,236
175,000 38,736 56,236 73,736 91,236 91,236 91,236
200,000 46,236 66,236 86,236 106,236 106,236 106,236
225,000 53,736 76,236 98,736 121,236 121,236 121,236
250,000 61,236 86,236 111,236 136,236 136,236 136,236
300,000 76,236 106,236 136,236 166,236 166,236 166,236
400,000 106,236 146,236 186,236 226,236 226,236 226,236
450,000 121,236 166,236 211,236 256,236 256,236 256,236
500,000 136,236 186,236 236,236 286,236 286,236 286,236
As employees, the executive officers of the Company are eligible for
benefits under tax-qualified pension plans for salaried employees established
by the Company or one of its subsidiaries. Compensation considered under
these pension plans consists of base wages only, which in the case of
executive officers is equal to the cash compensation reported in column (c)
of the Summary Compensation Table. Employees do not make contributions to the
plans, and the employer contributions (which are based on aggregate actuarial
calculations without individual allocation) are held and invested by
insurance companies of recognized standing until they are used to provide
retirement benefits. Under certain circumstances, early retirement with
reduced annual benefits is permitted (but not before age 55). Executive
officers who are 50 years of age or older are also covered by an unfunded
supplemental retirement plan that is designed in general to provide the
officer with a minimum retirement benefit from the salaried employee pension
plan, the basic Social Security benefit and the supplemental plan that
aggregates 2% of average final five years salary (as defined in the plan),
for each year of service. Assuming continued employment and retirement at age
62, Mr. Ryan, Mr. Levitt and Mr. Tonielli will have, respectively, 30, 24 and
37 years of credited service. No credit is provided under the supplemental
plan for more than 30 years of service.
Compensation/Pension Committee Report on Executive Compensation
________________________________________________________________
The Compensation/Pension Committee of the Board of Directors has
prepared the following report for inclusion in this proxy statement:
"Compensation of executive officers of the Company is almost exclusively
by base salary. The Company, by choice, does not make use of annual incentive
awards or long-term incentive award programs. No bonuses were paid nor stock
options granted to any executive officer of the Company in either 1992 or
1993.
The compensation recommended and approved for executive officers is
intended to further the earnings and financial strength of the Company
through the focus of attention and effort on the maintenance of high levels
of customer satisfaction, efficient and productive operations and a proactive
stance in the operation of the Company in an increasingly competitive
environment.
Compensation levels for the executive officers of the Company that were
in effect from January 1, 1993 through September 30, 1993 were fixed by the
Board of Directors in October 1992 and were based on the recommendations of
the Committee. New compensation levels for the executive officers were fixed
by the Board in September 1993, effective October 1, 1993. These new
compensation levels were also based on recommendations of the Committee. The
compensation that was paid to the executive officers in 1993 was, on average,
approximately 7.7% above that paid in 1992.
The compensation of the Chief Executive Officer, William F. Ryan, was
increased to an annual rate of $375,000 in October 1993. The Committee based
its recommendation for this increase largely on Mr. Ryan's performance as
chief executive officer during 1992 and the first nine months of 1993,
particularly on his ability to anticipate and respond successfully to changes
in the business environment in which the Company operates. The Committee's
overall rating of the Chief Executive Officer's performance for the year was
outstanding.
In making its recommendations for executive officer compensation,
including that for the Chief Executive Officer, the Committee considers a
number of factors, including an appraisal of the officer's performance, the
earnings performance of the Company, and information supplied by a nationally
recognized compensation consulting firm. The consulting firm provides to the
Committee, an executive compensation study which evaluates salary levels from
internal and external perspectives. External values are determined through
comparative market evaluation of executive compensation levels against
organizations of similar scope, size, industry and operating structure. Data
from multiple survey sources is extracted from the market for both salary and
total compensation. Fixed salary for executives is at or near the median of
the comparative group. The Committee has not adopted a specific formula
relationship between changes in the Company's earnings performance and
changes in the levels of executive compensation.
Frederick A. Westphal, Chairman
Frank L. Bradley, Jr.
Richard L. Dunham
W. Cary Edwards
Vincent E. Hoyer
Marilyn Ware Lewis
Clarence D. McCormick
Dated: November 19, 1993"
Stock Performance Graph
________________________
Set forth below is a graph that shows in the form of an index (1987
= 100), for the 1988 - 1993 period, the cumulative total return on the
Company's Common Stock (consisting of the change in share price during each
year plus dividends received which are assumed to be reinvested) compared to
the Standard & Poor's 500 Index and the Standard & Poor's Utility Index. The
Standard & Poor's Utility Index is a commonly used indicator of utility
common stock performance based on selected gas, electric and telephone
companies. The compounded annual growth rate for the Company on the graph is
11.7%. This compares to 15.3% for the Standard & Poor's 500 Index and 14.2%
for the Standard & Poor's Utility Index.
Indexed Total Return Assuming Dividends Reinvested Over a 5 Year Period
___________________________________________________________________________
Year ending December 31
1988 1989 1990 1991 1992 1993
____ ____ ____ ____ ____ ____
SJI 100 120.77 117.30 134.86 166.69 172.03
S&P UTIL 100 147.22 143.45 164.42 177.73 203.79
S&P 500 100 131.69 127.59 166.47 179.16 197.22
____________________________________________________________________________
Stock Performance Graph omitted. See above description of graph and data in
tabular form.
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
The Board of Directors of the Company met nine times in 1993. Each
Director attended at least 79% of the total of (i) the number of meetings
of the Board of Directors held during the period such director was in office
and (ii) the number of meetings of the committees of the Board on which he or
she served. During 1993, each of the directors of the Company also served on
the Boards of one or more of Gas Company, EMI, R&T or Energy, the four direct
subsidiaries of the Company. In 1993, the Boards of Gas Company and EMI each
met ten times and the Boards of R&T and Energy each met nine times. Directors
of the Company who are not officers of the Company and who are not members of
the Executive Committee of the Board are paid an annual retainer of $7,500
and fees of $950 per meeting for each meeting of the Boards of the Company,
Gas Company, EMI, R&T and Energy, respectively, that they attend, except that
the maximum fee paid to any person for attendance at one or more meetings of
these Boards held on the same day is $950. Members of the Executive Committee
of the Board who are not officers of the Company are paid an annual retainer
of $10,000 and receive the same attendance fees as the other non-officer
directors. Directors who are also officers of the Company receive no
compensation other than their regular compensation. Members of all the
Committees of the Company or of a subsidiary are paid $475 for each meeting
of those Committees that they attend if the meeting is held on the same day
as a Board meeting or $950 if the meeting is held on any other day. Chairmen
of each of those committees are paid an additional $200 for each meeting of
their Committee that they attend. The Company has established a plan whereby
directors may elect to defer the receipt of fees until a specified date or
until retirement from the Board. The deferred amount, together with
interest, may be paid in a lump sum or in equal annual installments, as the
director elects.
The Company has adopted a retirement plan for non-employee directors
who have served as such for at least five years and have reached age 60 at
the time of retirement as a director. The annual benefit, which is payable
for life, is equal to 100% of the director's annual retainer if he or she is
at least 65 at retirement, and is proportionately reduced for retirement
before that age, to a minimum of 50% of the annual retainer if retirement is
at age 60. If a change of control (as defined in the plan) occurs, a lump sum
benefit is payable immediately, regardless of a director's age or period of
service as a director, equal to the value, actuarily determined, of 100% of
the annual retainer for the remainder of his or her life.
The Audit Committee of the Board of Directors, which met three times
in 1993, is composed of seven directors who are not officers, namely, Thomas
L. Glenn, Jr., Chairman, W. Cary Edwards, Dr. Herman D. James, Marilyn Ware
Lewis, Jackson Neall, Dr. Shirli M. Vioni and Frederick A. Westphal. The
Audit Committee (1) annually recommends to the Board a firm of independent
public accountants for appointment as auditors of the Company;(2) reviews
with the independent auditors the scope and results of each annual audit; (3)
reviews with the independent auditors and the Company's internal auditors
suggestions or recommendations made by either of them; (4) reviews with
appropriate Company officers the performance of the independent auditors and
the internal auditors; (5) considers the possible effect on the independence
of the independent auditors of each professional service rendered or to be
rendered by such auditors; and (6) reviews and makes recommendations to the
Board of Directors regarding the Annual Report to Shareholders.
The Compensation/Pension Committee of the Board of Directors, which met
six times in 1993, is composed of seven directors who are not officers,
namely, Frederick A. Westphal, Chairman, Frank L. Bradley, Jr., Richard L.
Dunham, W. Cary Edwards, Vincent E. Hoyer, Marilyn Ware Lewis, and Clarence
D. McCormick. The Compensation/Pension Committee (1) grants options and
otherwise administers the Stock Option and Stock Appreciation Rights Plan;
and (2) reviews and makes recommendations to the Board of Directors on the
operations, performance and administration of the retirement plan, other
employee benefit plans, and employment policies and forms of compensation,
including the performance and levels of compensation of the officers of the
Company.
The Executive Committee of the Board of Directors, which also functions
as a nominating committee, met four times in 1993. It is composed of William
F. Ryan, Chairman, Frank L. Bradley Jr., Richard L. Dunham, Thomas L. Glenn,
Jr., Clarence D. McCormick, Dr. Peter M. Mitchell and Frederick A. Westphal.
Among its functions, the Executive Committee (1) maintains a list of
prospective candidates for directors, including those recommended by
shareholders; (2) reviews the qualifications of candidates for directors; and
(3) makes recommendations to the Board of Directors to fill vacancies and for
nominees for election to the Board at the Annual Meeting of Shareholders. The
Executive Committee will consider nominees for the Board of Directors
recommended by shareholders and submitted in writing to the Secretary of the
Company.
The Management Development Committee of the Board of Directors, which
met three times in 1993, is composed of six directors, namely Dr. Peter M.
Mitchell, Chairman, Vincent E. Hoyer, Dr. Herman D. James, Jackson Neall,
William F. Ryan and Dr. Shirli M. Vioni. The Management Development
Committee (1) reviews the Company's programs and practices used to develop
employees identified for leadership positions in the organization; (2)
evaluates training and educational programs to assure that they reflect
current and emerging workplace, industry and general business issues; and (3)
evaluates management activities with respect to corporate affirmative action
and workplace diversity objectives.
APPOINTMENT OF AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors,
subject to the approval of the shareholders, has appointed Deloitte & Touche
independent public accountants, as the auditors of the Company for the year
1994. Unless otherwise directed, it is proposed to vote proxies "FOR"
approval of this appointment.
Deloitte & Touche served as the auditors of the Company during the year
1993. During 1993, the audit services performed by that firm for the Company
consisted of the audits of the financial statements of the Company and its
subsidiaries and the preparation of various reports based on those audits,
services related to filings with the Securities and Exchange Commission, the
New York Stock Exchange, and audits of employee benefit plans as required by
the Employee Retirement Income Security Act.
ANNUAL REPORT AND FINANCIAL INFORMATION
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1993 accompanies this proxy statement. The Annual Report is not
proxy soliciting material or a communication by means of which any
solicitation is made. A representative of Deloitte & Touche, whose report on
the Company's financial statements appears in the Annual Report, will be
present at the Annual Meeting and will have the opportunity to make a
statement, if he desires to do so, and to respond to questions from
shareholders.
Upon written request of any person who on the record date for the Annual
Meeting was a record owner of the Company's Common Stock, or who represents
in good faith that he was on such date a beneficial owner of such stock
entitled to vote at the Annual Meeting, the Company will send to such person,
without charge, a copy of its Annual Report on Form 10-K for 1993, as filed
with the Securities and Exchange Commission. Requests for this report should
be directed to George L. Baulig, Secretary, South Jersey Industries, Inc.,
Number One South Jersey Plaza, Route 54, Folsom, New Jersey 08037.
OTHER MATTERS
Any proposal which a qualified shareholder of the Company intends to
present at the 1995 Annual Meeting of Shareholders that is received by the
Company after November 11, 1994 will not be eligible for inclusion in the
Company's proxy statement and form of proxy for that meeting. To be a
qualified shareholder, a shareholder must have owned at least $1,000 in
market value of the Company's securities for at least one year before the
date of submission of the proposal to the Company.
The Board of Directors knows of no matters, other than those set forth
in the Notice of Annual Meeting of Shareholders, to come before the 1994
Annual Meeting. If any other matters or motions properly come before the
Meeting, including any matters dealing with the conduct of the Meeting, it is
the intention of the persons named in the accompanying form of proxy to vote
such proxy in accordance with their judgment.
By Order of the Board of Directors,
George L. Baulig
Secretary
March 9, 1994
