SOUTH JERSEY INDUSTRIES, INC.
Number One South Jersey Plaza, Route 54
Folsom, New Jersey 08037
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 20, 1995
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 20
1995, at 10:00 A.M., Eastern Time, for the following purposes:
1. To elect six Directors:
a. Five Directors in Class III (Term expiring in 1998)
b. One Director in Class II (Term expiring in 1997)
2. To approve the action of the Board of Directors in appointing
Deloitte & Touche as auditors for the year 1995.
3. To transact such other business as may come before the meeting.
The Board of Directors has fixed the close of business on March 3, 1995
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 8, 1995 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 20, 1995, 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 8, 1995.
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 the cost of which will 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.
Directors are elected by a plurality vote of all votes cast at the
meeting. Abstentions and broker non-votes will be treated as present for the
purposes of determining a quorum, but will not affect the election of
directors and will not be counted in tabulating the number of votes cast on
the appointment of independent accountants.
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 10,717,092 shares of Common Stock outstanding as of
March 3, 1995. 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 3, 1995 will be entitled to vote at the meeting.
ELECTION OF DIRECTORS
In February of 1995, the Board of Directors amended the Company's Bylaws
to increase the number of Directors from twelve to fourteen. As a
consequence, at the Annual Meeting, six directors are to be elected to the
Board of Directors. Five nominees are to be elected in Class III to hold
office for a term of three years and one nominee is to be elected in Class II
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 III (term expiring in 1998) - Thomas L.
Glenn, Jr., Dr. Herman D. James, Clarence D. McCormick, Frederick R. Raring,
William F. Ryan; Class II (term expiring in 1997) - Anthony G. Dickson. All
of the nominees are members of the present Board of Directors and have
previously been elected by the Company's shareholders, except for Messrs.
Dickson and Raring. 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.
NOMINEES
Class III (Term Expiring in 1998)
_________________________________
Thomas L. Glenn, Jr. has been a director since 1986. Age 60. Member of the
Executive Committee and Chairman of the Audit Committee. Chairman (1984 to
date) of Glenn Insurance, Inc. Absecon, NJ; trustee, of Atlantic City Medical
Center Foundation and Atlanticare Health Plans, Atlantic City, NJ; trustee,
of Atlantic Community College, Mays Landing, NJ.
Herman D. James, Ph.D has been a director since 1990. Age 51. Member of the
Audit Committee and the Management Development Committee. President, Rowan
College of New Jersey (formerly Glassboro State College) (1984 to date),
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.
Clarence D. McCormick has been a director since 1979. Age 65. Member of the
Executive Committee and the Compensation/Pension Committee. Chairman,
President and CEO (1988 to date) of The Farmers and Merchants National Bank
of Bridgeton, NJ;Chairman and President of Southern Jersey Bancorp of
Delaware (1989 to date); director of such banks; director of the Cumberland
Mutual Insurance Company.
Frederick R. Raring. Age 57. President, (1990 to date) of Seashore Supply
Company, Atlantic City, NJ, a major distributor of plumbing and heating
supplies and materials; director of Energy & Minerals, Inc. (EMI), Folsom,
NJ; director of R&T Group, Inc. (R&T), Folsom, NJ; director of South Jersey
Energy Company (Energy Company), Folsom, NJ.
William F. Ryan President and Chief Executive Officer of the Company and has
been a director since 1977. Age 60. Chairman of the Executive Committee.
President of the Company since 1980 and Chief Executive Officer since 1981;
President of South Jersey Gas Company since 1977, Chief Executive Officer
since 1981 and Chairman of the Board since April 1989; Chairman of the Board
and Chief Executive Officer of EMI since 1981; Chairman and Chief Executive
Officer of R&T since October 1989; director of Energy Company since 1973;
director of Corestates New Jersey National Bank and New Jersey National
Corporation, Pennington, NJ; director of Penn Fuel Gas Company, Inc. and
subsidiaries, Oxford, PA; director of New Jersey Manufacturers Insurance
Company and New Jersey Re-Insurance Company of West Trenton, NJ.
NOMINEES
Class II (Term Expiring in 1997)
________________________________
Anthony G. Dickson. Age 46. President (1991 to date), Secretary & Vice
President (1986 to 1991), of New Jersey Manufacturers Insurance Company and
New Jersey Re-Insurance Company, West Trenton, NJ; director of Corestates New
Jersey National Bank and New Jersey National Corporation, Pennington, NJ;
director of Gas Company, Folsom, NJ; director of New Jersey State Safety
Council, Cranford, NJ; director Alliance of American Insurers, Schaumburg,
IL.
DIRECTORS CONTINUING IN OFFICE
Class II (Term Expiring in 1997)
________________________________
Frank L. Bradley, Jr. has been a director since 1986. Age 70. Member of the
Executive Committee and the Compensation/Pension Committee. Retired, formerly
Chairman, President and CEO (1988-1992), Chairman (1980-1988), of Stone &
Webster Management Consultants, Inc., New York, NY.
Vincent E. Hoyer has been a director since 1990. Age 70. Member of the
Compensation/Pension Committee and the Management Development Committee.
Consultant (1991 to date); formerly President (now retired) (1966 - 1991) of
New Jersey 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 New Jersey National Bank and New Jersey
National Corporation, Pennington, NJ.
Jackson Neall has been a director since 1990. Age 70. Member of the Audit
Committee and the Management Development Committee. Retired; former Real
estate appraiser (1977 -1992); registered builder (1989 -1992); former
President of South Jersey Fuel, Inc.; director of Shore Memorial Hospital;
Chairman (1989 to date) of Shore Properties, Inc., Somers Point, NJ; director
of Staintons Department Store (1993 to date), Ocean City, NJ.
Shirli M. Vioni, Ph.D. has been a director since 1983. Age 54. Member of the
Audit Committee and Chairman of the Management Development Committee.
Superintendent, Oberlin City Schools (1994 to date), Oberlin, OH; President,
Billings-Vioni Management Associates (1990 to 1994), Columbus, OH, a human
resource consulting firm; Director, Corporate Human Resource Development
(1987 - 1990), of Honeywell, Inc., Minneapolis, MN.
DIRECTORS CONTINUING IN OFFICE
Class I (Term Expiring in 1996)
_______________________________
Richard L. Dunham has been a director since 1984. Age 65. Member of the
Executive Committee and Chairman of the Compensation/Pension Committee.
Chairman (1988 to date), President (1980 - 1988), of Zinder Companies, Inc.
and 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.
W. Cary Edwards has been a director from April 1990 - January 1993 and
September 1993 to present. Age 50. Member of the Audit Committee and the
Compensation/Pension Committee. Partner, law firm of Edwards & Caldwell,
Fairlawn, NJ; Of Counsel (1993), NJ Managing Partner (1990-1993), law
firm of Mudge Rose Guthrie Alexander & 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).
Marilyn Ware Lewis has been a director since 1990. Age 51. Member of the
Audit Committee and the Compensation/Pension Committee. Chairman of the Board
(1988 to date), Vice Chairman of the Board (1984 -1988), of American Water
Works Company, Inc., Voorhees, NJ.; Financial Advisor; director CIGNA Corp.,
Philadelphia, PA; director, Penn Fuel Gas Company, Inc. and subsidiaries,
Oxford, PA.
Peter M. Mitchell,Ph.D. has been a director since 1981. Age 60. Member of
the Executive Committee, the Compensation/Pension Committee and the
Management Development Committee. President Massachusetts Maritime Academy,
Buzzards Bay, MA (1994 to date); Vice Chancellor (1983- 1994), Higher
Education Coordinating Council, formerly the Board of Regents of Higher
Education, Boston, MA; member, BayBank, South Regional Advisory Board,
Boston, MA.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
Number of Shares
of Common Stock
Owned Beneficially %of
Name as of Jan. 20, 1995 (1) Class
____ _______________________ _____
Frank L. Bradley, Jr. ........................... 1,094
Anthony G. Dickson ................................ 527
Richard L. Dunham ............................... 1,295
W. Cary Edwards ................................... 910
Thomas L. Glenn, Jr. ............................ 3,496
Vincent E. Hoyer ................................ 2,396
Herman D. James, Ph.D. ............................ 562
Marilyn Ware Lewis ............................. 18,500 (2) 0.2%
Clarence D. McCormick ........................... 2,843
Peter M. Mitchell, Ph.D. .......................... 970
Jackson Neall ................................... 3,943
Frederick R. Raring ............................ 94,057 0.8%
William F. Ryan ................................ 36,484 0.3%
Shirli M. Vioni, Ph.D. .......................... 1,921
Corestates Bank, N.A., Trustee for
Company Thrift Plan ....................... 1,346,162 12.6%
18 directors, nominees and
officers as a group ....................... 1,554,949 14.5%
(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:
19,789 of Mr. Ryan's shares and 45,631 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) 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. The highest
aggregate indebtedness of Gas Company and other subsidiaries of the Company
to that bank on December 31, 1994 was $11,000,000, and the amount of such
indebtedness at December 31, 1994 was $6,000,000. 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 1994, the Company and its
subsidiaries paid $668,606 in legal fees and expenses to the law firm of
which Mr. Ryan's son-in-law, Michael J. Fitzgerald, is a member. During 1994
Gas Company paid $280,876 for purchases of pipe and fittings from Seashore
Supply Company of which Mr. Raring is President.
EXECUTIVE COMPENSATION
Summary Compensation Table (1)
______________________________
____________________________________________________________________________
| |
| Annual Compensation |
|_________________________________|
(a) (b) | (c) (d) (e) | (i)
| Other |
Name and | Annual | All Other
Principal | Compen- | Compen-
Position Year | Salary($) Bonus($) sation($) | sation($)
__________________________|_________________________________|_______________
| |
William F. Ryan, 1994 | 380,000 - 12,565 | 19,589
Pres & CEO 1993 | 348,750 - 4,622 | 18,972
1992 | 317,500 - 4,104 | 17,980
| |
Gerald S. Levitt, 1994 | 163,250 - - | 9,900
Vice President 1993 | 156,000 - - | 8,893
& CFO 1992 | 146,583 - - | 8,544
| |
Richard B. Tonielli, 1994 | 123,500 - - | 5,812
Treasurer 1993 | 119,125 - - | 5,120
1992 | 113,000 - - | 3,929
| |
George L. Baulig, 1994 | 101,250 - - | 6,682
Secretary & Ass't. 1993 | 96,250 - - | 6,474
Treasurer 1992 | 90,750 - - | 6,251
__________________________|_________________________________|_______________
Footnotes to Summary Compensation Table
_______________________________________
(1) 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.
(2) The Internal Revenue Code limits the contributions that may be made
by or on behalf of an individual under defined contribution plans
such as the Company's 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 $12,565 in 1994,
which is included in column (e) of the Summary Compensation Table.
(3) Includes Employer Contributions to the Thrift Plan, income value of
group life insurance and increase in vested benefit level of deferred
compensation contract. 1994 values for these items are:
Ryan Levitt Tonielli Baulig
____ ______ ________ ______
Thrift Plan $4,513 $4,898 $1,235 $3,038
Group Life Insurance 9,547 1,877 1,800 1,162
Deferred Compensation 5,529 3,125 2,777 2,482
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 $3,562
Gerald S. Levitt - - 3,330 775
Richard B. Tonielli - - - -
George L. Baulig - - 1,530 356
____________________________________________________________________________
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. 36,890 of these awarded options
have been exercised.
The Company has employment agreements with its officers and certain
officers of Gas Company, including Messrs. Ryan, Levitt, Tonielli and Baulig.
Each agreement with officers other than Mr. Ryan is for a three-year period
ending July 31, 1997, 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 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 agreement with Mr. Ryan, which is for a
five year term ending July 31, 1999, provides a base salary of $375,000 to be
reviewed annually. Mr. Ryan and his spouse are entitled to the continuation
of certain medical benefits after his employment ends. The agreement may be
terminated by the Company only for cause, death, disability or retirement.
Mr. Ryan may terminate the agreement if the Company makes certain specific
adverse changes in his employment arrangements such as reducing his salary
(other than in connection with company-wide reductions applicable to the
Company's executives generally). If Mr. Ryan elects to terminate the
agreement and the adverse change has occurred after a change in control of
the Company, Mr. Ryan is entitled to a severance payment equal to 300% of his
average annual compensation during the three years preceding his termination.
If Mr. Ryan elects to terminate the agreement under these circumstances,
except that there has not been a change of control of the Company, Mr. Ryan
is entitled to receive a termination payment of $974,000. As part of these
overall arrangements, Mr. Ryan agreed to a five year contract term in order
to address the Company's concern that he remain available as chief executive
officer to age 65, even though his retirement benefit will be fully vested
before that date.
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 1933 and retires at the normal
retirement age of 62.
_____________________________________________________________________________
Years of Service
Remuneration 15 20 25 30 35 40
_____________________________________________________________________________
$125,000 $ 23,706 $ 35,612 $ 48,112 $ 60,612 $ 60,612 $ 60,612
150,000 30,612 45,612 60,612 75,612 75,612 75,612
175,000 38,112 55,612 73,112 90,612 90,612 90,612
200,000 45,612 65,612 85,612 105,612 105,612 105,612
225,000 53,112 75,612 98,112 120,612 120,612 120,612
250,000 60,612 85,612 110,612 135,612 135,612 135,612
300,000 75,612 105,612 135,612 165,612 165,612 165,612
400,000 105,612 145,612 185,612 225,612 225,612 225,612
450,000 120,612 165,612 210,612 255,612 255,612 255,612
500,000 135,612 185,612 235,612 285,612 285,612 285,612
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 salary 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. Pursuant to Mr. Ryan's agreement, he will retire at
age 65 with 33 years of service and his retirement benefit under the
supplemental plan will be based on the average of his final three years
salary. Assuming continued employment and retirement at age 62, Messrs.
Levitt, Tonielli and Baulig will have, respectively, 24, 37 and 44 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, has not made 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 1992, 1993 or
1994.
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, safe and productive operations and a
proactive stance in the operation of the Company in an increasingly
competitive environment.
Compensation paid to the executive officers of the Company as set forth
in the Summary Compensation Table on page 6 is fixed by the Board of
Directors and is based on the recommendations of the Committee. The
compensation that was paid to the executive officers in 1994 was, on average,
approximately 6.9% above that paid in 1993.
The compensation of the chief executive officer, William F. Ryan, was
increased by 5.3% to an annual rate of $395,000 in October 1994. The
Committee based its recommendation for this increase largely on Mr. Ryan's
noteworthy performance as chief executive officer during 1994, and
particularly on his ability to anticipate and respond successfully to a
continued movement toward deregulation in the natural gas industry.
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 and evaluation of the officer's
performance, the earnings performance of the Company, information supplied
primarily by a nationally recognized compensation consulting firm and to a
lesser extent other executive compensation surveys in which the Company or
its subsidiaries participate. The consulting firm provides the Committee
with 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, which
are not necessarily included in the Standard & Poor's Utility Index. 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.
Richard L. Dunham, Chairman
Frank L. Bradley, Jr.
W. Cary Edwards
Vincent E. Hoyer
Marilyn Ware Lewis
Dr. Peter M. Mitchell
Clarence D. McCormick
Dated: November 19, 1994"
Stock Performance Graph
________________________
Set forth below is a graph that shows in the form of an index (1989
= 100), for the 1989 - 1994 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
4.9%. This compares to 8.7% for the Standard & Poor's 500 Index and 4.9% for
the Standard & Poor's Utility Index.
Indexed Total Return Assuming Dividends Reinvested Over a 5 Year Period
________________________________________________________________________
SJI 100 97.13 111.67 138.02 153.94 126.82
S&P UTIL 100 97.44 111.69 120.70 138.02 127.15
S&P 500 100 96.89 126.41 136.05 149.76 151.74
____________________________________________________________________________
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company met nine times in 1994. All
Directors attended 77% or more 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. The average attendance for all Board and Committee meetings in
1994 was 96%. During 1994, 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 1994, the Boards of EMI and Energy
each met nine times and the Boards of Gas Company and R&T each met eight
times.
The Audit Committee of the Board of Directors, which met three times
in 1994, is composed of six directors who are not officers, namely, Thomas L.
Glenn, Jr., Chairman, W. Cary Edwards, Dr. Herman D. James, Marilyn Ware
Lewis, Jackson Neall and Dr. Shirli M. Vioni. 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
nine times in 1994, is composed of seven directors who are not officers,
namely, Richard L. Dunham, Chairman, Frank L. Bradley, Jr., W. Cary Edwards,
Vincent E. Hoyer, Marilyn Ware Lewis, Clarence D. McCormick and Dr. Peter M.
Mitchell. 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 three times in 1994. It is composed of William
F. Ryan, Chairman, Frank L. Bradley Jr., Richard L. Dunham, Thomas L. Glenn,
Jr., Clarence D. McCormick, and Dr. Peter M. Mitchell. 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 1994, is composed of six directors, namely Dr. Shirli M.
Vioni, Chairman, Vincent E. Hoyer, Dr. Herman D. James, Dr. Peter M.
Mitchell, Jackson Neall and William F. Ryan. 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.
COMPENSATION OF OUTSIDE DIRECTORS
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 plus 25 shares of common stock 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 plus 25
shares of common stock and receive the same attendance fees as the other non-
officer directors. The Company has established a policy to recognize
exceptional service to the Company beyond that service normally provided by
a board member. In 1994 Mr. Edwards and Dr. Mitchell were awarded $7,500 and
$5,000 respectively, for extraordinary service on ad hoc committee
assignments. 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.
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
1995. 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
1994. During 1994, 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, 1994 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 1994, 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 1996 Annual Meeting of Shareholders that is received by the
Company after November 11, 1995 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 1995
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 8, 1995
