November 16, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: South Jersey Industries, Inc.
Post-Effective Amendment No. 2 to
Form S-3 Registration Statement No. 33-53127
Ladies and Gentlemen:
On behalf of South Jersey Industries, Inc. (the "Company"),
pursuant to Item 101(a)(2)(i) of Regulation S-T, attached for filing under
the Securities Act of 1933, as amended, in connection with the Company's
Form S-3 Registration Statement No. 33-53127 (the "Registration Statement"),
relating to the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan") is one electronically-formatted copy of Post-Effective Amendment No.
2 (the "Post-Effective Amendment") to the Registration Statement, together
with all exhibits referred to in the Post-Effective Amendment as being filed
therewith.
The present filing amends the Registration Statement to make the
following changes in the Plan:
The period during which Common Stock is purchased by the Plan,
which formerly began five business days before the dividend payment date,
now begins two business days after the dividend declaration date, and ends,
as it did before, on the 20th business day after each dividend payment date.
Thus, the Plan may now purchase Common Stock for a period before the Plan
receives dividends on each dividend payment date. The Plan will make these
purchases with advances made by the Company. Each advance made by the
Company will be repaid by the Plan, together with a charge equal to the
Company's internal cost of funds for the amount and period of the advance.
The advance and charge will be paid out of dividends received from the
Company as soon as practical after each quarterly dividend payment date.
Pursuant to Rule 464 of Regulation C, the Post-Effective
Amendment becomes effective upon its filing with the Commission.
Very truly yours,
/s/ George L. Baulig
George L. Baulig
<PAGE>
As filed with the Securities and Exchange Commission on November 16, 1995
Registration No. 33-53127
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
POST-EFFECTIVE Amendment No. 2
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Dividend Reinvestment and Stock Purchase Plan
New Jersey 22-1901645
(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)
Exhibit Index is on page II-4.
<PAGE>
PROSPECTUS SUPPLEMENT
NOVEMBER 15, 1995
SOUTH JERSEY INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
In October 1995 the Dividend Reinvestment and Stock Purchase Plan
(the "Plan") of South Jersey Industries, Inc. (the "Company") was amended to
lengthen the period during which the Plan acquires shares of the Company's
Common Stock each quarter and to enable the Plan to purchase Common Stock
prior to each quarterly dividend payment date with advances from the
Company.
As a result of this change, the answers to Questions 1, 7, 18, 19,
20, 22, 26 and 27 in the Plan Prospectus dated November 14, 1994 have been
changed to read as follows:
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 and may also be purchased from Participants withdrawing from the
Plan who have requested the Plan Administrator to sell Common Stock from
their Plan Account during the periods when the Plan is purchasing Common
Stock ("Certain Withdrawing Participants"). The Company will not receive
any proceeds from the purchase of Common Stock through the Plan.
7. How will Common Stock be purchased under the Plan?
Under the Plan, the Plan Administrator can purchase Common Stock on a
Participant's behalf by making Automatic Purchases of Common Stock using the
Participant's Common Stock dividends (either directly or in repayment of
funds advanced by the Company for that purpose prior to a Dividend Payment
Date), 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"). The Plan
Administrator will purchase Common Stock in the open market and may from
time to time in its discretion purchase Common Stock directly from Certain
Withdrawing Participants.
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.
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18. When will Automatic Purchases be made?
Automatic Purchases will be made quarterly, during the period beginning
two business days after the dividend declaration date for that quarter
through the 20th business day after such dividend payment date (an
"Investment Period"). Purchases prior to the dividend payment date will be
made with advances by the Company which will be repaid by the Plan as soon
as practical after the dividend payment date. 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 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 day 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. The Plan Administrator may also
purchase shares directly from Certain Withdrawing Participants.
20. How will the price of shares purchased through Automatic Purchases
be determined?
The price of shares purchased 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. Shares purchased on the open market will be purchased at the price
prevailing on the exchange where the purchase is executed. Shares purchased
from Certain Withdrawing Participants will be purchased at a price per share
equal to the average between the high and low prices of the Company's Common
Stock on the business day preceding such purchase as published in the Wall
Street Journal's New York Stock Exchange Composite Transaction list.
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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 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.
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 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.
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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.
In order to permit the Plan to purchase all of the Common Stock it
requires each quarter with the least disruption to the market, the Company
will advance funds to enable the Plan to begin quarterly purchases before
the Plan receives dividends on the dividend payment date. Those advances
will be repaid by the Plan, together with an interest charge equal to the
Company's internal cost of funds for the amount and period of such advance.
This advance and interest charge will be paid out of dividends received from
the Company as soon as practical after each quarterly dividend payment date.
The interest charge will reduce the aggregate amount available to acquire
Common Stock during the quarterly Investment Period, but will be offset by
additional dividends received by the Plan on Common Stock it acquires each
Investment Period prior to the dividend record date.
This Prospectus Supplement modifies, and should be read in connection with,
the Plan Prospectus dated November 14, 1994, and should be retained for
future reference.
__________________________________________
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 SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________________________
The date of this Prospectus Supplement is November 15, 1995
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<PAGE>
PROSPECTUS
SOUTH JERSEY INDUSTRIES , INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
_________________
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.
__________________________________________
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.
_____________________________________
The date of this Prospectus is November 14, 1994
<PAGE>
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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<PAGE>
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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<PAGE>
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
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.
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.
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<PAGE>
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 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 a price equal to 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 a price equal to the
Applicable Market Price, subject to the limitations stated
under Question 23.
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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 a price
equal to 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 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.
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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.
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.
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<PAGE>
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 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 day 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
-8-
<PAGE>
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 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?
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<PAGE>
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.
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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<PAGE>
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.
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
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<PAGE>
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 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.
-12-
<PAGE>
(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 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.
40. Who interprets and regulates the Plan?
The Company reserves the sole right to interpret and regulate the Plan.
-13-
<PAGE>
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.
-14-
<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:
Price Range*
Year High Low Dividends Declared*
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
*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.
-15-
<PAGE>
No dealer, salesman or other person has been authorized to give any
information 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 offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction.
CONTENTS
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 .................................................... 7
Automatic Purchases ............................................... 8
Optional Purchases ............................................... 9
Payroll Deduction Purchases ....................................... 10
Costs ............................................................. 10
Statements and Reports to
Participants ................................................... 10
Withdrawal and Termination ........................................ 11
Rights Offerings and
Share Distributions ............................................. 12
Taxes ............................................................. 12
Other Information ................................................. 13
Market Price Range and Dividends .................................... 15
Legal Opinion ....................................................... 15
Experts ............................................................. 15
SOUTH JERSEY
INDUSTRIES, INC.
Common Stock
($1.25 Par Value)
PROSPECTUS
Dividend Reinvestment
and Stock Purchase Plan
November 14, 1994
-16-
<PAGE>
SOUTH JERSEY INDUSTRIES, INC.
Part II. Information not Required in Prospectus
Item 16. Exhibits Filed Herewith
Exhibit No. in
Post-Effective Sequentially Numbered
Amendment No. 2 Pages in Post-Effective
to Registration Amendment No. 2 to
Statement Exhibit Description Registration Statement
2 Dividend Reinvestment Not Applicable
and Stock Purchase Plan
(as set forth in the
prospectus and the prospectus
supplement)
23(a) Consent of Deloitte
& Touche LLP
23(b) Consent of Dechert
Price & Rhoads
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.
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. 2 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 15, 1995.
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. 2 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
*William F. Ryan President, Chief Executive November 15 , 1995
Officer and Director
(Principal Executive Officer)
/s/ Gerald S. Levitt Vice President and Chief November 15, 1995
Gerald S. Levitt Financial Officer
(Principal Financial Officer)
*Richard B. Tonielli Treasurer November 15, 1995
(Principal Accounting Officer)
*By /s/ Gerald S. Levitt
Gerald S. Levitt,
Attorney-in-fact
II-2
<PAGE>
Signature Title Date
*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 15, 1995
)
*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
II-3
<PAGE>
Exhibit Index
Exhibit Numbers are in accordance with the
Exhibit Table in Item 601 of Regulation S-K
Exhibit No. Exhibit Description Page No. of Registration Statement
2 Dividend Reinvestment Not Applicable
and Stock Purchase Plan
(as set forth in the
prospectus and the
prospectus supplement)
23(a) Consent of Deloitte &
Touche LLP
23(b) Consent of Dechert Price
& Rhoads
24 Power of Attorney of Not Applicable
Directors and Officers
of the Company (Exhibit
24 to the Company's Form
S-3, SEC File Number
33-53127), is incorporated
herein by reference
II-4
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to Registration Statement No. 33-53127 of South Jersey
Industries, Inc. on Form S-3 of our reports dated February 15, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K
of South Jersey Industries, Inc. and subsidiaries for the year ended
December 31, 1994 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
November 13, 1995
<PAGE>
Exhibit 23 (b)
CONSENT OF COUNSEL
We hereby consent to the reference to us under the heading "Legal Opinion"
in the Prospectus included in this Post-Effective Amendment No. 2 to
Registration Statement No. 33-53127 of South Jersey Industries, Inc. on Form
S-3.
/s/ Dechert Price & Rhoads
DECHERT PRICE & RHOADS
November 15, 1995
