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As filed with the Securities and Exchange Commission on November 14, 1994
Registration No. 33-53127
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Dividend Reinvestment and Stock Purchase Plan
New Jersey 22-191645
(State of Incorporation) (I.R.S. Employer Identification No.)
Number One South Jersey Plaza, Route 54
Folsom, New Jersey 08037
(609) 561-9000
(Address and telephone number of principal executive offices)
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Exhibit Index is on page II-4.
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PROSPECTUS
SOUTH JERSEY INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of South
Jersey Industries, Inc. (the "Company") provides any record shareholder of the
Company's Common Stock ("Common Stock") and Eligible Employees of the Company
and its subsidiaries (as defined under Question 3) with a simple, convenient
and economical way of purchasing additional shares of Common Stock without
payment of any brokerage commission or service charge.
Shareholders who participate in the Plan may choose one of the following
options:
1. A shareholder may have all or part of the cash dividends on his Common
Stock automatically reinvested in additional Common Stock, and may also
make optional cash payments for additional Common Stock. Limits on the
optional cash payments are stated later in this Prospectus.
2. A shareholder may continue to receive his dividends in cash, and may
purchase Common Stock through optional cash payments, subject to the
limitations stated later in this Prospectus.
In addition to the options available to Shareholders, Eligible Employees may
purchase Common Stock through payroll deductions.
Shares of Common Stock offered through the Plan were previously purchased
directly from the Company. The Plan has been amended to provide that shares of
Common Stock offered through the Plan may be purchased on any securities
exchange where the Common Stock is traded.
The price of shares of Common Stock purchased under the Plan, whether with
reinvested dividends, optional payments or payroll deductions, will be
determined by dividing the total cost (not including brokerage commissions) of
all shares purchased during the relevant investment period by the number of
shares purchased during that investment period (the "Applicable Market
Price").
Shareholders who do not wish to participate in the Plan will receive
dividends paid in cash, as usual. The Plan does not change the Company's
dividend policy, which will continue to depend upon earnings, financial
requirements and other factors.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is November 14, 1994
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1993.
2. The description of Common Stock contained in the Company's Registration
Statement on Form 8-B (File No.1-3990).
In addition, all documents filed by the Company with the Commission after the
date of this Prospectus pursuant to Sections 13, 14 and 15(d) of the 1934 Act,
and prior to the termination of the offering made hereby, shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from their
date of filing.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the 1934 Act and
in accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its Regional
Offices in Chicago (500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511) and New York (7 World Trade Center, New York, New York 10048).
Copies of such material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N. W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy statements and other information can also be
inspected at the New York Stock Exchange, 20 Broad Street, New York, N.Y. 10005
and the Philadelphia Stock Exchange, 1900 Market Street, Philadelphia, Pa.
19103, the two exchanges on which the Common Stock of the Company is listed.
The Company intends to continue its present practice of issuing annual
reports to shareholders, containing audited financial statements, and quarterly
reports to shareholders, containing unaudited financial data.
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits relating thereto which the Company has
filed with the Commission under the Securities Act of 1933, as amended, with
respect to the shares of Common Stock offered hereby, and to which reference is
hereby made. The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request, a copy of any document incorporated
by reference in this Prospectus or in the Registration Statement. Requests
should be made to the Corporate Secretary of the Company at the address and
telephone number of the Company set forth on the next page.
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SOUTH JERSEY INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
THE COMPANY
South Jersey Industries, Inc. is a diversified holding company, incorporated
in New Jersey. Its principal subsidiary is a natural gas utility, South Jersey
Gas Company. It also has a nonutility natural resources subsidiary, Energy &
Minerals, Inc., a construction company subsidiary, R&T Group, Inc. and a non-
regulated subsidiary that provides services for the acquisition and
transportation of natural gas for industrial and commercial customers, South
Jersey Energy Company. The Company is the issuer of the shares of Common Stock,
par value $1.25 per share, offered under the Plan. The Company's general
mailing address is Number One South Jersey Plaza, Route 54, Folsom, NJ 08037,
and its telephone number is (609) 561-9000.
THE PLAN ADMINISTRATOR
The Company will be responsible for administering the Plan. Its duties as
plan administrator ("Plan Administrator") are described later in this
Prospectus. All communications to the Plan Administrator should be directed to
the following address and telephone number:
Plan Administrator
South Jersey Industries Dividend Reinvestment
and Stock Purchase Plan
Number One South Jersey Plaza
Route 54
Folsom, NJ 08037
(609) 561-9000
PROVISIONS OF THE PLAN
The following statements in question-and-answer form constitute the full
provisions of the Dividend Reinvestment and Stock Purchase Plan of South Jersey
Industries, Inc.
PURPOSES AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the record holders of the Company's
Common Stock and Eligible Employees with a simple, convenient and economical
way of purchasing shares of Common Stock. The Plan is designed for all
shareholders, no matter how large or small their holdings.
Shares of Common Stock issued under the Plan will be purchased in the open
market. The Company will not receive any proceeds from the purchase of Common
Stock through the Plan.
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2. What are the advantages of the Plan to participants?
A shareholder or Eligible Employee who participates in the Plan
("Participant") will obtain the following advantages:
- -- Dividends paid on all or part of a Participant's shares of Common Stock
will be automatically reinvested in shares of Common Stock ("Automatic
Purchases") at the Applicable Market Price.
- -- A Participant may choose to make additional purchases of Common Stock
("Optional Purchases"), in addition to the amount purchased through
automatic dividend reinvestment, at the Applicable Market Price, as long
as the total amount of such Optional Purchases in any calendar year does
not exceed $100,000.
- -- The Company will pay all brokerage fees or service charges for Automatic
Purchases or Optional Purchases under the Plan. Participants will incur
no brokerage or service charges for purchases made by the Plan.
- -- A Participant will receive quarterly statements reporting his purchases
of Common Stock, thus simplifying his investment record-keeping.
- -- The Plan allows a Participant flexibility in the amount of investments he
wishes to make and the manner in which he wishes to make them. A
Participant may choose to have Automatic Purchases made with all of his
dividends or only a portion of them, he may make Optional Purchases in
any amount (subject to the limitations stated above and under Question
23), and he may vary the amounts of his purchases from time to time.
- -- Eligible Employees may also invest in the Company's Common Stock through
automatic payroll deductions ("Payroll Deduction Purchases").
PARTICIPATION
3. Who is eligible to participate in the Plan?
(a) Shareholders of record of the Company's Common Stock are eligible to
participate in the Plan ("Eligible Shareholders"). Beneficial but not record
owners of Common Stock (that is, persons whose shares are registered in names
other than their own, such as in the name of a broker, trustee or bank nominee)
must transfer into their own names those shares which they wish to be subject
to automatic dividend reinvestment under the Plan.
(b) All full time, regular employees of the Company or any of its
subsidiaries ("Eligible Employees") are eligible to participate in the Plan.
Eligible Employees are required to have first purchased at least one share of
Common Stock in order to become Participants. See Question 11.
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4. How does an Eligible Shareholder participate?
Anyone who is an Eligible Shareholder may join the Plan by completing an
authorization form ("Authorization Form") and returning it to the Plan
Administrator. Authorization Forms may be obtained by writing or calling the
Company.
5. When may an Eligible Shareholder join the Plan?
An Eligible Shareholder may join the Plan at any time. However, the
Authorization Form must be received by the Plan Administrator before certain
recurring deadlines in order for the shareholder's dividends and any payments
for Optional Purchases to be promptly invested. See Questions 18 and 22.
6. How is a Plan Account opened?
The Authorization Form is used to instruct the Plan Administrator to open an
account for a Participant ("Plan Account") and to purchase Common Stock on the
Participant's behalf. A Participant must furnish his Federal Tax identification
number to the Plan Administrator when opening a Plan Account, and that tax
identification number will not be accepted for more than one Plan Account.
7. How will Common Stock be purchased under the Plan?
Under the Plan, the Plan Administrator can purchase Common Stock in the open
market on the Participant's behalf by making Automatic Purchases of Common
Stock using the Participant's Common Stock dividends, by making Optional
Purchases of Common Stock using such payments (subject to the limitations
stated under Question 23) as the Participant forwards for that purpose
("Optional Payments"), or in the case of Eligible Employees, by making Payroll
Deduction Purchases using the amounts collected from payroll deductions
("Payroll Deduction Payments").
All shares of Common Stock which the Plan Administrator purchases for a
Participant under the Plan, whether through the automatic reinvestment of
dividends, with Optional Payments or with Payroll Deduction Payments, will be
credited to the Participant's Plan Account and held on his behalf by the Plan
Administrator, unless other instructions are given. Thus, the shares purchased
for a Participant under the Plan will be held separately from those shares of
Common Stock which the Participant purchases (or has previously purchased)
outside the Plan and holds in his own name.
8. How does a Participant specify the extent of his participation in the Plan?
On the Authorization Form, a Participant will specify the extent of his
participation in the Plan by selecting one of the following investment options:
Full Dividend Reinvestment--All of the shares of Common Stock held by
the Participant outside the Plan will be subject to automatic dividend
reinvestment; thus, the dividends on all such shares will
automatically be reinvested in Common
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Stock at the Applicable Market Price. In addition, at his discretion,
the Participant may make Optional Payments to be used for Optional
Purchases of Common Stock at the Applicable Market Price, subject to
the limitations stated under Question 23.
Partial Dividend Reinvestment--Only the portion of the shares of
Common Stock held by the Participant outside the Plan that he
designates will be subject to automatic dividend reinvestment; thus,
the dividends on only a portion of such shares will automatically be
reinvested in Common Stock at the Applicable Market Price. The
Participant will continue to receive cash dividends on his remaining
shares. He may also, at his discretion, make Optional Payments to be
used for Optional Purchases of Common Stock at the Applicable Market
Price, subject to the limitations stated under Question 23.
Optional Purchases Only--None of the shares of Common Stock held by
the Participant outside the Plan will be subject to automatic dividend
reinvestment; thus, the dividends on all such shares will be paid to
him in cash, as usual. However, the Participant may, at his
discretion, make Optional Payments to be used for Optional Purchases
of Common Stock at the Applicable Market Price, subject to the
limitations stated under Question 23.
No matter which of the above options is chosen, all shares purchased under the
Plan (regardless of whether they were Automatic Purchases, Optional Purchases
or Payroll Deduction Purchases) and held in the Plan Account will be subject to
automatic dividend reinvestment, and the dividends on all such shares will
automatically be reinvested in Common Stock at the Applicable Market Price.
9. May a Participant change the extent of his participation in the Plan after
enrollment?
Yes, a Participant may change investment options at any time by completing a
new Authorization Form and returning it to the Plan Administrator. However, the
new Authorization Form must be received before certain recurring deadlines in
order for the change in investment options to be given effect promptly. See
Questions 18 and 22.
10. How will certificates for new shares purchased under the Plan be issued?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to Participants, but will be held in the name of the Plan
Administrator. Thus, Participants need not be responsible for the safekeeping
of the certificates representing their Plan share purchases. The number of
shares credited to each Participant's Plan Account will be shown on his
quarterly statement.
A Participant may, however, request that all or part of the certificates
representing shares purchased for him under the Plan be issued to him. To do
so, a Participant must send a written request to the Plan Administrator. Only
certificates for whole shares will be
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issued to Participants. If there are any fractions of whole shares in a
Participant's Plan Account, certificates for those fractional shares will not
be issued. Dividends on the shares for which certificates are issued to the
Participant will be reinvested or paid in cash, as the Participant elects.
11. How does an Eligible Employee participate?
An Eligible Employee may join the Plan at any time by completing an
enrollment form (the "Enrollment Form") and an Authorization Form and returning
them to the Company. Enrollment Forms and Authorization Forms may be obtained
by request from the Company. An Eligible Employee need not be a registered
holder of Common Stock but, by executing the Enrollment Form, agrees to have
one share of Common Stock purchased on his behalf during the next Payroll
Investment Period (as defined under Question 26) at the Applicable Market
Price. Each Enrollment Form for an Eligible Employee who is not a registered
shareholder must be accompanied by a check in an amount at least equal to the
price of one share. Any amount in excess of the price of one share will be also
used to purchase Common Stock. Payment for this first share of Common Stock may
not be made from payroll deductions.
12. What does the Enrollment Form provide?
The Enrollment Form allows each Eligible Employee to decide the extent of
participation in the Plan by payroll deductions. By checking the appropriate
box on the Authorization Form, Eligible Employees, as shareholders, may also
elect to participate through reinvestment of dividends on shares held by them
or through Optional Payments.
13. What about payroll deductions?
Payroll deductions will be for an indefinite period. An Eligible Employee may
specify on the Enrollment Form the weekly amount to be withheld from the
Eligible Employee's pay. The minimum weekly deduction is $5.00 and the maximum
deduction permitted is 10% of the Eligible Employee's base gross weekly pay.
Payroll deductions for Eligible Employees who are not registered shareholders
will begin as soon as practicable following purchase of the first share of
Common Stock as provided under Question 11.
14. How does an Eligible Employee change the amount of payroll deduction or
method of participation?
An Eligible Employee may change or terminate his deductions by giving written
notice to the Company. The Enrollment Form may be used for this purpose. Any
request for change in or termination of deductions will become effective as
soon as practicable following receipt by the Company of such request. Any other
method of participation in the Plan by an Eligible Employee may be changed as
described herein generally for Participants in the Plan.
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15. How may the Company's directors participate in the Plan?
Directors of the Company who are eligible to receive cash fees for service on
the Company's Board of Directors (i.e., those directors who are not employees
of the Company or its subsidiaries) are eligible to participate in the Plan.
These directors ("Eligible Directors") may participate through automatic
deductions from their directors' fees.
An Eligible Director may specify on the Enrollment Form the amount to be
withheld from the Eligible Director's fee. The minimum deduction per fee
received is $25.00 and the maximum deduction permitted is 100% of the Eligible
Director's fee. Fee deductions for Eligible Directors will begin as soon as
practicable following the receipt by the Company of an Enrollment Form and
Authorization Form as provided under Question 11.
In all other respects, an Eligible Director participates in the Plan in the
same way as an Eligible Employee under the Plan.
ADMINISTRATION
16. What are the duties of the Plan Administrator?
The Plan Administrator will establish a Plan Account for each Participant,
will cause all purchases of shares of Common Stock to be made for each
Participant, will credit those purchases to the Participant's Plan Account,
will keep a record of all such purchases, will hold certificates for the
purchased shares (unless otherwise instructed), and will send each Participant
a quarterly statement of his Plan Account.
17. How many shares of the Common Stock will be purchased for Participants?
Each Participant's account will be credited with that number of shares
(including fractional shares computed to four decimal places), equal to the
amount invested for his account, divided by the average price per share of all
purchases for all Participants during the Investment Period (as defined under
Question 18) or Payroll Investment Period (as defined under Question 26), as
applicable.
AUTOMATIC PURCHASES
18. When will Automatic Purchases be made?
Automatic Purchases will be made quarterly, during the period beginning 5
business days prior to the dividend payment date for that quarter through the
20th business day after such dividend payment date (an "Investment Period").
Historically, dividend payment dates for the Company's Common Stock have been
January 2, March 31, June 30 and September 30 of each year. The dividend record
dates corresponding to those dividend payment dates have historically been
December 10, March 10, June 10 and September 10. To provide for automatic
dividend reinvestment on a given dividend payment date, an Eligible
Shareholder's Authorization Form must be received by the Plan Administrator at
least ten business days prior to the dividend record date for that dividend
payment date. If an
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Authorization Form is received by the Plan Administrator less than ten business
days prior to the dividend record date, the pending dividend will be paid to
the shareholder in cash and his instructions will be given effect starting with
the next Common Stock dividend payment.
19. How will Automatic Purchases be made?
The Company will designate a registered broker-dealer to act as an
independent agent in the purchase of Common Stock under the Plan (the
"Purchasing Representative") in the open market. The Purchasing Representative
shall generally have full discretion as to all matters relating to such
purchases, including determining the number of shares, if any, to be purchased
on any date during the Investment Period or at any time of that day, the prices
paid for such shares, the markets on which such purchases are made, and the
persons (including other brokers and dealers) from or through whom such
purchases are made. Brokerage commissions and service fees will be paid by the
Company.
20. How will the price of shares purchased through Automatic Purchases be
determined?
The price of shares purchased in the open market with Automatic Purchases
(and with Optional Payments as described below) will be the average cost of
such shares, not including brokerage commissions, incurred in connection with
the purchase of such shares during the applicable Investment Period. The price
per share will be determined by dividing the cost of all shares purchased with
Optional Payments and Automatic Purchases during the applicable Investment
Period by the total number of shares purchased during such period.
21. Will shares acquired through Automatic Purchases be subject to automatic
dividend reinvestment?
Yes. All dividends paid on shares acquired through Automatic Purchases, so
long as the shares are held in the Participant's Plan Account, will be
automatically reinvested in new shares of Common Stock. If certificates for
shares acquired through Automatic Purchases are issued to the Participant, the
dividends paid on such shares will continue to be reinvested unless the
Participant elects to have them paid in cash by changing his investment option.
OPTIONAL PURCHASES
22. When may Optional Purchases be made?
A Participant may make an Optional Purchase when enrolling in the Plan by
enclosing his Optional Payment (a check or money order payable to "South Jersey
Industries, Inc., Plan Administrator") with the Authorization Form and
returning it to the Plan Administrator, and the Optional Payment will be
invested in shares of Common Stock during the Investment Period relating to the
next dividend payment date. Any initial payment submitted without an
Authorization Form will be returned. After initial enrollment in the Plan, a
Participant may make Optional Purchases as often as four times a
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year by sending his Optional Payment with an Optional Purchase form (the top
portion of the quarterly statement) to the Plan Administrator.
Any Optional Payments that a Participant submits to the Plan Administrator
will be invested in shares of Common Stock once each quarter during the
Investment Period relating to the dividend payment date for that quarter. No
interest will be paid to any Participant on Optional Payments between the time
the Plan Administrator receives them and the time they are invested. The
earliest date that the Plan Administrator will accept Optional Payments for a
given quarter (except for Optional Payments made at the time of initial
enrollment in the Plan, as described in the preceding paragraph) is 30 business
days prior to the dividend payment date for that quarter. Any payments received
prior to that date (other than those made upon initial enrollment) will be
returned to the Participant. The last time that the Plan Administrator will
accept Optional Payments for a given quarter is the close of business on the
fifth business day prior to the dividend payment date for that quarter. Any
payments received after that date will be returned to the Participant.
Participants are urged to submit their Optional Payments in accordance with
these guidelines.
If a Participant submits an Optional Payment, and then wishes to have it
returned to him rather than invested, the Plan Administrator will not be
obligated to return it unless a written request that it be returned is received
no later than the close of business on the fifth business day prior to the
Investment Period relating to the dividend payment date.
A participant is not obligated to make an Optional Purchase each quarter.
23. In what amounts may Optional Purchases be made?
The amount of Optional Purchases may vary from quarter to quarter. The
minimum Optional Purchase is $25 and Optional Purchases may not aggregate more
than $100,000 in any calendar year. For purposes of this limitation, the
Company reserves the right at any time and from time to time to aggregate all
Plan Accounts under the common control or management of brokers, dealers and
other institutional traders and to deem such Plan Accounts as one account. The
full amount of any quarter's Optional Purchase for a Plan Account must be
submitted to the Plan Administrator in a single payment. The Plan Administrator
will purchase as many whole shares and fractional shares (computed to four
decimal places) of Common Stock as can be purchased with the amount submitted.
24. How will the price of shares purchased through Optional Purchases be
determined?
The price of shares purchased through Optional Purchases will be determined
in the same manner as determined for Automatic Purchases. See Question 20.
Optional Payments received from foreign Participants must be in United States
dollars and will be invested in the same way as Optional Payments from other
Participants.
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25. Will shares acquired through Optional Purchases be subject to automatic
dividend reinvestment?
Yes. All dividends paid on shares acquired through Optional Purchases, so
long as the shares are held in the Participant's Plan Account, will be
automatically reinvested in shares of Common Stock. If certificates for shares
acquired through Optional Purchases are issued to the Participant, the
dividends paid on such shares will continue to be reinvested unless the
Participant elects to have them paid in cash by changing his investment option.
PAYROLL DEDUCTION PURCHASES
26. When will Payroll Deduction Purchases be made?
Payroll Deduction Purchases will be made monthly during the period beginning
on the fifth business day preceding the end of each month and ending on the
15th business day of the following month (the "Payroll Investment Period") with
the Payroll Deduction Payments for the preceding month. The price of shares
purchased through Payroll Deduction Purchases will be the average cost of such
shares, not including brokerage commissions, incurred in connection with the
purchase of such shares in the open market during the applicable Payroll
Investment Period. The price per share will be determined by dividing the cost
of all shares purchased with Payroll Deduction Payments during the applicable
Payroll Investment Period by the total number of shares purchased during that
period.
COSTS
27. Are any fees or expenses incurred by a Participant in the Plan?
Participants will incur no brokerage commissions or administrative charges
for purchases made through the Plan. However, brokerage commissions paid by the
Company are considered by the Internal Revenue Service to be income to the
recipient (See Question 35). There may be certain charges incurred upon a
Participant's withdrawal from the Plan, which are described under Question 30.
STATEMENTS AND REPORTS TO PARTICIPANTS
28. What type of statements and reports will be sent to Participants?
Each Participant will receive a statement of his Plan Account for each
quarter. The statement will reflect the activity in the Participant's Plan
Account for the year to date, including that quarter, and the balance in the
Participant's Plan Account at the end of that quarter. Participants will also
receive the same communications as other shareholders, including the Quarterly
Reports to Shareholders, the Annual Report to Shareholders and the Notice of
Annual Meeting and Proxy Statement. In addition, Participants will receive
year-end statements showing total dividends paid on shares held outside the
Plan and in their Plan Accounts.
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WITHDRAWAL AND TERMINATION
29. When and how may a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time by properly completing
the tear off form on the back of his quarterly statement and sending it to the
Plan Administrator. Eligible Employee Participants must also follow
instructions under Question 14 to terminate payroll deductions. A Participant
who withdraws from the Plan may not join again for 12 months unless the Company
consents.
30. What happens when a Participant withdraws from the Plan?
When a Participant withdraws from the Plan he will be issued a certificate
representing all of the whole shares credited to his Plan Account, and he will
receive a cash payment for any fraction of a share credited to his Plan
Account.
If a Participant's request to withdraw from the Plan is received at least ten
business days prior to a dividend record date, the withdrawal will be processed
before the record date and the Participant will receive the cash dividend paid
on the dividend payment date. If the request to withdraw is received less than
ten business days prior to a dividend record date, the cash dividend paid on
the dividend payment date will be invested in Common Stock and the request for
withdrawal will then be processed.
If any Optional Payments or Payroll Deduction Payments are being held on a
Participant's behalf at the time his request for withdrawal is received, the
Plan Administrator will not be required to return them to him unless that
request is received at least ten business days prior to the next dividend
payment date. If the request is received less than ten business days prior to
the next dividend payment date, the Optional Payments or Payroll Deduction
Payments will be invested in Common Stock and the request for withdrawal will
then be processed.
Upon tendering notice of withdrawal from the Plan, a Participant may request
that all whole shares credited to his Plan Account be sold. In such a case, he
must have his signature on the withdrawal request guaranteed, in accordance
with the instructions on the withdrawal request, by a commercial bank or trust
company that is a member of the Federal Reserve System or by a member firm of a
national securities exchange. The sale will be made as soon as practicable
after receipt of his request. He will receive the proceeds of the sale, less
the brokerage commission, any transfer tax and a handling charge for the
transaction.
31. May a Participant discontinue dividend reinvestment on shares held outside
the Plan without withdrawing from the Plan?
Yes, a Participant who wishes to discontinue the automatic reinvestment of
the dividends on the shares he holds outside the Plan may do so without
withdrawing from the Plan, by filing a request to change his investment option.
The tear off form on the back of his quarterly statement may be used for this
purpose. However, the dividends on the shares held in his Plan Account will
continue to be reinvested.
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32. What happens if a Participant sells the shares of Common Stock he holds
outside the Plan?
If a Participant sells all of the shares of Common Stock he holds outside the
Plan, the Company will continue to reinvest the dividends on the shares held in
his Plan Account, unless instructed otherwise. However, if less than one whole
share is held in his Plan Account at the time the shares he holds outside the
Plan are sold, the Participant will receive a cash payment for his fractional
share and his Plan Account will be closed.
If a Participant who has chosen partial dividend reinvestment as his
investment option sells a portion of the shares of Common Stock he holds
outside the Plan, the shares which are sold will be considered, to the extent
possible, to have been those not subject to dividend reinvestment, and the
shares which are retained will be considered to have been those subject to
dividend reinvestment and will continue to be subject to such reinvestment.
33. What happens if the Company terminates the Plan?
If the Company terminates the Plan, the provisions listed under Question 30
will apply, substituting the date of the termination of the Plan for the date
the Participant's withdrawal request is received.
RIGHTS OFFERINGS AND SHARE DISTRIBUTIONS
34. What happens if the Company makes a rights offering or share distribution?
In the event the Company makes a rights offering of any of its securities to
shareholders of Common Stock, the Plan Administrator will promptly sell on the
open market the rights attributable to all of the shares held in Participants'
Plan Accounts. The Plan Administrator will then proportionally credit each
Participant's Plan Account with the proceeds of that sale, and those proceeds
will be invested as Optional Payments at the time of the next Common Stock
dividend. All Participants will be notified by the Company of any such rights
offering. Therefore, any Participant who wishes to exercise his rights with
respect to shares held in his Plan Account will be required to instruct the
Plan Administrator to withdraw the Participant's Plan shares from the Plan
prior to the record date for the rights distribution.
Any dividend payable in Common Stock or any split shares, to the extent
attributable to shares held in a Participant's Plan Account, will be added to
that Participant's Plan Account. Any dividend payable in Common Stock or any
split shares, to the extent attributable to shares held by a Participant
outside the Plan, will be mailed directly to the Participant in the same manner
as to shareholders who are not participating in the Plan.
TAXES
35. What are the Federal income tax consequences of participation in the Plan?
The Company believes that the Federal income tax consequences of
participating in the Plan will be as follows:
(1) Participants who purchase shares pursuant to Automatic Purchases
will be treated for Federal income tax purposes as having received, on the
dividend payment
13
<PAGE>
date, a dividend in an amount equal to the cash dividend paid by the
Company plus the amount of any brokerage commissions paid by the Company.
Participants who purchase shares with Optional Payments or Payroll
Deduction Payments will be treated as having received a taxable dividend
in the amount of any brokerage commissions paid by the Company.
(2) The tax basis for determining gain or loss upon any subsequent sale
of shares purchased pursuant to the Plan will equal (a) the amount treated
as a dividend in the case of shares purchased pursuant to the Automatic
Purchases and (b) the amount of the Optional Payments or Payroll Deduction
Payments used to purchase shares pursuant to the Plan; in either (a) or
(b) above, each will be increased by the amount of any brokerage
commissions paid by the Company treated as a dividend.
(3) A Participant's holding period for shares acquired pursuant to the
Plan will begin on the day following the credit of such shares to such
Participant's account.
In the case of shareholders who elect to have their dividends reinvested and
whose dividends are subject to United States income tax withholding, the Plan
Administrator will reinvest an amount equal to the dividends of such
Participants, less the amount of tax required to be withheld. The quarterly
statements confirming purchases made for such Participants will indicate the
net dividend payment reinvested.
36. What information will be provided to Participants for income tax purposes?
As previously indicated under Question 28, each Participant will receive
quarterly statements advising him of his purchases of shares of Common Stock.
THESE STATEMENTS SHOULD BE RETAINED FOR INCOME TAX PURPOSES.
37. Should Participants consult with their own tax advisers?
Yes. Participants should consult with their own tax advisers for more
information regarding the Federal, state and local tax consequences of
participation in the Plan.
OTHER INFORMATION
38. How will a Participant's shares held under the Plan be voted at meetings
of shareholders?
Each Participant's Plan shares will automatically be voted in the same manner
that his shares held outside the Plan are voted, either by proxy or in person.
Matters involving written consents will also be handled in the same way. If a
Participant no longer holds shares outside the Plan, but shares remain in his
Plan Account, those remaining shares will be voted in accordance with
instructions received from the Participant. If no instructions are received,
they will not be voted.
39. May shares held in a Participant's Plan Account be pledged or assigned?
Shares credited to a Participant's Plan Account may not be pledged or
assigned, and any such purported pledge or assignment will be void. If a
Participant wishes to pledge or assign such shares, he must first request that
a certificate for them be issued in his name.
14
<PAGE>
40. Who interprets and regulates the Plan?
The Company reserves the sole right to interpret and regulate the Plan.
41. May the Plan be terminated, suspended or amended?
The Company may, in its sole discretion and by written notice, terminate at
any time any Participant's participation in the Plan. The Company may at any
time and for any reason terminate or suspend the Plan, or amend any provision
of the Plan, and if it does so, it will send written notice to all
Participants. All notices will be mailed to each Participant's address as shown
on the Company's records. The Company reserves the right to resign as Plan
Administrator, and to appoint a successor.
42. What are the responsibilities of the Company and the Plan Administrator?
In acting under the terms and conditions of the Plan as described in this
Prospectus, neither the Company nor the Plan Administrator (if other than the
Company) shall be liable for any act done in good faith or for any good faith
omission to act including, without limitation, any failure, prior to receipt by
the Plan Administrator of notice in writing of the death of a Participant, to
terminate a Plan Account by reason of such death. In addition, neither the
Company nor the Plan Administrator (if other than the Company) shall be liable
with respect to the prices at which shares are purchased or sold for any
Participant's Plan Account or the times when such purchases or sales are made
or with respect to any fluctuation in the market value before or after such
purchases or sales of shares.
15
<PAGE>
MARKET PRICE RANGE AND DIVIDENDS
The Common Stock is traded on the New York and Philadelphia Stock Exchanges.
The following table shows the reported high and low sale prices per share of
Common Stock on the composite tape, and dividends declared per share, for the
periods indicated:
<TABLE>
<CAPTION>
PRICE RANGE*
-------------
DIVIDENDS
YEAR HIGH LOW DECLARED*
- ---- ------ ------ ---------
<S> <C> <C> <C>
1989.................................................... 23 3/8 18 1.358
1990.................................................... 21 16 7/8 1.402
1991.................................................... 20 3/4 17 3/4 1.412
1992 First Quarter...................................... 21 3/8 19 1/2 .353
Second Quarter....................................... 21 3/4 19 1/2 .353
Third Quarter........................................ 23 3/8 21 1/8 .353
Fourth Quarter....................................... 23 5/8 22 1/4 .353
1993 First Quarter...................................... 26 22 1/4 .353
Second Quarter....................................... 25 1/2 23 5/8 .360
Third Quarter........................................ 27 1/2 24 1/8 .360
Fourth Quarter....................................... 25 3/4 22 7/8 .360
1994 First Quarter...................................... 24 21 1/4 .360
Second Quarter....................................... 22 1/8 17 3/4 .360
Third Quarter........................................ 19 1/4 16 5/8 .360
</TABLE>
- ----------
* Reflects the two percent stock dividend on the Common Stock declared on
January 22, 1993.
LEGAL OPINION
Legal matters in connection with the authorization and issuance of the shares
of Common Stock offered hereby, and the Federal income tax consequences of
participation in the Plan (discussed under Question 35), have been passed upon
by Dechert Price & Rhoads, Philadelphia, Pa.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993 have been audited by
Deloitte & Touche, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
16
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OF-
FERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION.
--------------------
CONTENTS
<TABLE>
<S> <C>
Incorporation of Certain Documents by Reference............................. 2
Additional Information...................................................... 2
The Company................................................................. 3
The Plan Administrator...................................................... 3
Provisions of the Plan...................................................... 3
Purposes and Advantages................................................... 3
Participation............................................................. 4
Administration............................................................ 8
Automatic Purchases....................................................... 8
Optional Purchases........................................................ 9
Payroll Deduction Purchases............................................... 11
Costs..................................................................... 11
Statements and Reports to Participants.................................... 11
Withdrawal and Termination................................................ 12
Rights Offerings and Share Distributions.................................. 13
Taxes..................................................................... 13
Other Information......................................................... 14
Market Price Range and Dividends............................................ 16
Legal Opinion............................................................... 16
Experts..................................................................... 16
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
South Jersey
Industries, Inc.
[LOGO OF SOUTH JERSEY INDUSTRIES, INC. APPEARS HERE]
COMMON STOCK
($1.25 Par Value)
-------------------
PROSPECTUS
-------------------
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
November 14, 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SOUTH JERSEY INDUSTRIES, INC.
Part II. Information not Required in Prospectus
--------------------------------------
Item 16. Exhibits Filed Herewith
-----------------------
<TABLE>
<CAPTION>
Exhibit No. in
Post-Effective Sequentially Numbered
Amendment No. 1 Pages in Post-Effective
to Registration Amendment No. 1 to
Statement Exhibit Description Registration Statement
- --------------- ------------------- -----------------------
<S> <C> <C>
2 Dividend Reinvestment Not Applicable
and Stock Purchase Plan
(as set forth in the
prospectus)
24 Power of Attorney of Directors Not Applicable
and Officers of the Company
(Exhibit 24 to the Company's
Form S-3, SEC File Number 33 -
53127), is incorporated herein
by reference.
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to its Form S-3 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Borough of Folsom,
State of New Jersey, on November 14, 1994.
SOUTH JERSEY INDUSTRIES, INC.
By /s/ Gerald S. Levitt
-----------------------------------
Gerald S. Levitt,
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*William F. Ryan President, Chief Executive November 14, 1994
Officer and Director
(Principal Executive Officer)
/s/ Gerald S. Levitt Vice President and Chief November 14, 1994
- -------------------------- Financial Officer
Gerald S. Levitt (Principal Financial Officer)
*Richard B. Tonielli Treasurer (Principal November 14, 1994
Accounting Officer)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*Frank L. Bradley, Jr. Director )
)
*Richard L. Dunham Director )
)
*W. Cary Edwards Director )
)
*Thomas L. Glenn, Jr. Director )
)
*Clarence D. McCormick Director )
)
*Peter M. Mitchell Director ) November 14, 1994
)
*Jackson Neall Director )
)
*Shirli M. Vioni Director )
)
*Vincent E. Hoyer Director )
)
*Herman D. James Director )
)
*Marilyn Ware Lewis Director )
*By /s/ Gerald S. Levitt
----------------------------
Gerald S. Levitt,
Attorney-in-fact
</TABLE>
II-3
<PAGE>
Exhibit Index
Exhibit Numbers are in accordance with the
Exhibit Table in Item 601 of Regulation S-K
-------------------------------------------
<TABLE>
<CAPTION>
Page No. of
Registration
Exhibit No. Exhibit Description Statement
- ----------- ------------------- ------------
<S> <C> <C>
2 Dividend Reinvestment Not Applicable
and Stock Purchase Plan
(as set forth in the
prospectus)
24 Power of Attorney of Directors Not Applicable
and Officers of the Company
(Exhibit 24 to the Company's
Form S-3, SEC File Number 33-
53127), is incorporated herein
by reference.
</TABLE>
II-4
