As filed with the Securities and Exchange Commission on March 31, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1901645
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
____________________
Number One South Jersey Plaza, Route 54 08037
Folsom, New Jersey (Zip Code)
address of principal executive offices)
THRIFT PLAN FOR EMPLOYEES OF
SOUTH JERSEY INDUSTRIES, INC.
AND SOUTH JERSEY GAS COMPANY
AND ENERGY & MINERALS, INC.
AND SOUTH JERSEY ENERGY COMPANY
AND R & T GROUP, INC.
(Full title of the Plan)
____________________
Copy to:
WILLIAM F. RYAN, PRESIDENT GEORGE W. PATRICK, ESQ.
South Jersey Industries, Inc. Dechert Price & Rhoads
Number One South Jersey Plaza, Route 54 4000 Bell Atlantic Tower
Folsom, New Jersey 08037 1717 Arch Street
(Name and address of agent for service) Philadelphia, Pennsylvania 19103
(215) 994-4000
(609) 561-9000
(Telephone Number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed maximum Proposed maximum Amount of
Securities to Registered offering price aggregate offering Registration
be Registered per security (1) price(1) Fee
Common Stock, 800,000 $18.6875 $14,950,000 $5,155.17
par value Shares
$1.25 per share
(1) The proposed maximum offering price per share is computed pursuant to
Rule 457(c) on the basis of $18.6875 per share, the average of the high
and low prices for common stock of South Jersey Industries, Inc. as
reported in the consolidated reporting system on March 27, 1995.
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SOUTH JERSEY INDUSTRIES, INC.
("Industries")
Form S-8 Registration Statement for Thrift Plan
for Employees of South Jersey Industries, Inc.
and South Jersey Gas Company
and Energy & Minerals, Inc.
and South Jersey Energy Company
and R & T Group, Inc.
(the "Thrift Plan")
This Registration Statement relates to the registration of
additional securities (Common Stock of Industries) of the same class as other
securities for which a registration statement on Form S-8 relating to an
employee benefit plan is effective. In accordance with Paragraph E of the
General Instructions for registration statements filed on Form S-8, the contents
of Industries' earlier registration statements on Form S-8, file numbers 33-
20196 and 33-44278, are incorporated herein by reference.
Information Not Included in the Earlier Registration Statements
The name of the Thrift Plan is the Thrift Plan for Employees of
South Jersey Industries, Inc. and South Jersey Gas Company and Energy &
Minerals, Inc. and South Jersey Energy Company and R & T Group, Inc. Formerly,
the Thrift Plan was named the Thrift Plan for Employees of South Jersey
Gas Company and South Jersey Industries, Inc. and Energy & Minerals, Inc.
The shares of Common Stock of Industries offered pursuant to the
Thrift Plan may be purchased by the Trustee of the Thrift Plan for employees of
Industries, South Jersey Gas Company ("Gas Company"), Energy & Minerals, Inc.
("EMI"), South Jersey Energy Company ("SJE") and R & T Group, Inc. ("RTG").
Industries owns all of the outstanding common stock of Gas Company, EMI, SJE
and RTG. Formerly, the shares of Common Stock of Industries offered pursuant to
the Thrift Plan could be purchased by the Trustee of the Thrift Plan for
employees of Industries, Gas Company and EMI.
Purchases of Common Stock for the Thrift Plan are made by the
Trustee on the New York Stock Exchange or the Philadelphia Stock Exchange. The
Trustee also purchases Common Stock pursuant to Industries' Dividend
Reinvestment and Stock Purchase Plan ("DRP") with all dividends paid on Common
Stock held in the Thrift Plan, and with an additional $100,000 (formerly,
$20,000) annually of contributions received under the Thrift Plan. One hundred
thousand dollars ($100,000) is the maximum annual purchase permitted under the
DRP from additional cash contributions by any stockholder. Formerly, the
Trustee could also make purchases of Common Stock for the Thrift Plan privately
at a price no greater than the closing price for the Common Stock on the New
York Stock Exchange on the day of such private purchase. When the Trustee
purchases Common Stock under the DRP, the purchases are made at the average
price paid for all shares purchased for the DRP during the applicable quarterly
investment period. Formerly, when the Trustee purchased Common Stock under the
DRP, the purchases were made at 95% of average market price.
The annual compensation of each employee generally taken into
account under the Thrift Plan shall not exceed the maximum limit permitted under
the Internal Revenue Code of 1986, as amended (the "IRC").
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Effective for distributions from the Thrift Plan after January 1,
1993, participants may defer taxation by rolling over the taxable portion of
most Thrift Plan distributions to an Individual Retirement Account or other tax
qualified plan. Taxable Thrift Plan distributions eligible for rollover that
are paid directly to participants will be subject to mandatory withholding of
Federal income tax at a rate of 20%. A written explanation of the distribution
options, including the direct transfer option, is available from the Thrift Plan
administrator and is issued to participants upon withdrawal request.
A participating employee, or in a proper case that employee's legal
representative or designated beneficiary, must withdraw the employee's vested
interest in the employee's account within 60 days after (1) the employee's
employment is terminated, (2) the employee's contributions have been suspended
for more than 12 months in any five-year period, (3) the employee's normal or
early retirement under the Employer's Retirement Plan, (4) the employee reaches
the later of age 70 1/2 (but continues to be employed by Employer) or retirement
or (5) the employee's death.
The administration of the Thrift Plan is vested in the Thrift Plan
Committee, which consists of four persons (formerly, five persons) appointed
from time to time by the Board of Directors of Industries. The current members
of the Thrift Plan Committee are George L. Baulig, Joseph E. McCullough,
Richard B. Tonielli and Albert V. Ruggiero, all of whom are employees of either
Industries or Gas Company; the address of each is Number One South Jersey Plaza,
Route 54, Folsom, N.J. 08037.
Undertaking Pursuant to Item 8(b) of Part II of Form S-8
Industries has received a determination letter from the Internal
Revenue Service ("IRS") that the Thrift Plan is qualified under Section 401 of
the IRC. Industries hereby undertakes to submit any amendments to the Thrift
Plan to the IRS in a timely manner and to make all changes required by the IRS
in order to continue such qualification of the Thrift Plan.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Borough of Folsom, State of New Jersey, on March 29,
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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ William F. Ryan President, Chief Executive March 29, 1995
William F. Ryan Officer and Director
(Principal Executive Officer)
/s/ Gerald S. Levitt Vice President and Chief March 29, 1995
Gerald S. Levitt Financial Officer
(Principal Financial Officer)
*Richard B. Tonielli Treasurer March 29, 1995
(Principal Accounting Officer)
*By /s/ Gerald S. Levitt
Gerald S. Levitt,
Attorney-in-fact
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Signatures Title Date
*Frank L. Bradley, Jr. Director )
)
*Richard L. Dunham Director )
)
*W. Cary Edwards Director )
)
*Thomas L. Glenn, Jr. Director )
)
*Vincent E. Hoyer Director )
)
*Herman D. James Director )
) March 29, 1995
*Marilyn Ware Lewis Director )
)
*Clarence D. McCormick Director )
)
*Peter M. Mitchell Director )
)
*Jackson Neall Director )
)
*Shirli M. Vioni Director )
*By /s/ Gerald S. Levitt
Gerald S. Levitt,
Attorney-in-fact
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Exhibit Index
Exhibit Numbers are in accordance with the
Exhibit Table in Item 601 of Regulation S-K
Exhibit No. Description
5 Opinion of Dechert Price & Rhoads ("DP&R").
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of DP&R (included in Exhibit 5 hereto).
24 Power of Attorney of Directors and Officers of
Registrant.
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Exhibit 5
477 MADISON AVENUE LAW OFFICES OF 1500 K STREET, N.W.
NEW YORK, NY 10022-5891 DECHERT PRICE & RHOADS WASHINGTON, DC 20005-1208
(212) 326-3500 4000 BELL ATLANTIC TOWER (202)626-3300
1717 ARCH STREET
PRINCETON PIKE CORPORATE PHILADELPHIA, PA 19103-2793 TEN POST OFFICE SQUARE-
CENTER SOUTH
P.O. BOX 5218 BOSTON,MA 02109-4603
PRINCETON, NJ 08543-5218 (617)728-7100
(609) 520-3200 TELEPHONE: (215) 994-4000
FAX: (215) 994-2222
THIRTY NORTH THIRD STREET 65 AVENUE LOUISE
HARRISBURG, PA 17101-1603 1050 BRUSSELS, BELGIUM
(717) 237-2000 (02)535-5411
GEORGE W. PATRICK TITMUSS SAINER DECHERT
DIRECT DIAL (215)994-2631 2 SERJEANTS' INN
LONDON EC4Y 1 LT, ENGLAND
(44-71)583-5353
March 29, 1995
South Jersey Industries, Inc.
Number One South Jersey Plaza
Route 54
Folsom, New Jersey 08037
Dear Sirs:
South Jersey Industries, Inc. (the "Company") is about to file a
registration statement ("Registration Statement") on Form S-8 with the
Securities and Exchange Commission relating to the offering of an additional
800,000 shares (the "Additional Shares") of its Common Stock pursuant to the
Thrift Plan for Employees of South Jersey Industries, Inc. and South Jersey
Gas Company and Energy & Minerals, Inc. and South Jersey Energy Company and R &
T Group, Inc., as amended and restated as of January 1, 1989 and as thereafter
amended to the date hereof (said Thrift Plan, as so amended and restated and
thereafter amended is hereinafter referred to as the "Thrift Plan"). We are
informed by the Company, and we have assumed for purposes of this opinion, that
the Additional Shares will be either (a) outstanding shares of Common Stock of
the Company purchased by the Trustee of the Thrift Plan in the open market, or
(b) outstanding shares of Common Stock of the Company purchased by the Trustee
of the Thrift Plan through the Company's Dividend Reinvestment and Stock
Purchase Plan (the "DRP"), all as more fully described in the Registration
Statement. The Company has 20,000,000 authorized shares of Common Stock, of
which 10,717,092 are now outstanding.
<PAGE>
South Jersey Industries, Inc.
March 29, 1995
Page 2
We have examined such corporate records of the Company and other
documents as we have deemed appropriate to give this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is
validly existing under the laws of the State of New Jersey.
2. The Additional Shares, to the extent they are now
outstanding, have been validly issued and are fully paid and
nonassessable.
3. No personal liability will attach to the ownership
of the Additional Shares under the laws of the State of New
Jersey.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement and to the reference to
us under the caption "Legal Opinion" in the prospectus included
in the registration statement incorporated by reference in the
Registration Statement.
Very truly yours,
/s/ Dechert Price & Rhoads
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
South Jersey Industries, Inc.
We consent to the incorporation by reference in this Registration Statement of
South Jersey Industries, Inc. on Form S-8 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. for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 27, 1995
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Exhibit 24
SOUTH JERSEY INDUSTRIES, INC.
POWER OF ATTORNEY
Each of the undersigned, in his or her capacity as an
officer or director, or both, of SOUTH JERSEY INDUSTRIES, INC., a
New Jersey corporation, does hereby appoint William F. Ryan and
Gerald S. Levitt, severally, each with full power to act without
the other, as his or her true and lawful attorneys to execute in
his or her name, place and stead, in his or her capacity as an
officer or director, or both, of said corporation, a Registration
Statement on Form S-8 under the Securities Act of 1933, relating
to the offer and sale of shares of Common Stock of said corpora-
tion pursuant to its Thrift Plan for Employees, and any and all
amendments and post-effective amendments thereto and all instru-
ments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission; and
does hereby provide that each of said attorneys shall have full
power of substitution and resubstitution and that each of said
attorneys shall have full power and authority to do and perform
in the name and on behalf of the undersigned in any and all
capacities every act whatsoever required to be done in the
premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and approving the
acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned have executed this
instrument, this 24th day of March, 1995.
/s/ William F. Ryan /s/ Frank L. Bradley, Jr.
William F. Ryan, President, Frank L. Bradley, Jr., Director
Chief Executive Officer
and Director
/s/ Gerald S. Levitt /s/ Richard L. Dunham
Gerald S. Levitt, Vice President Richard L. Dunham, Director
and Chief Financial Officer
/s/ Richard B. Tonielli /s/ W. Cary Edwards
Richard B. Tonielli, Treasurer W. Cary Edwards, Director
<PAGE>
Continuation of signatures for
South Jersey Industries, Inc.
Power of Attorney
/s/ Thomas L. Glenn, Jr. /s/ Clarence D. McCormick
Thomas L. Glenn, Jr., Director Clarence D. McCormick, Director
/s/ Vincent E. Hoyer /s/ Peter M. Mitchell
Vincent E. Hoyer, Director Peter M. Mitchell, Director
/s/ Herman D. James /s/ Jackson Neall
Herman D. James, Director Jackson Neall, Director
/s/ Marilyn Ware Lewis /s/ Shirli M. Vioni
Marilyn Ware Lewis, Director Shirli M. Vioni, Director
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