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Filed Pursuant to Rule 424(B)(2)
File No. 333-79569
PROSPECTUS
SOUTH JERSEY INDUSTRIES, INC.
DIVIDEND REINVESTMENT PLAN
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The Dividend Reinvestment Plan (the "Plan") of South Jersey Industries, Inc.
(the "Company") provides a participant with a simple, convenient and
economical way of accumulating and increasing his or her investment in shares
of Common Stock without payment of any brokerage commission or service charge.
Persons eligible to participate in the Plan include any record shareholder of
the Company's Common Stock ("Common Stock"), Eligible Employees of the Company
and its subsidiaries and any person who, upon enrolling in the Plan, agrees to
purchase at least $100 of the Company's Common Stock. Shares purchased by a
person participating in the Plan (a "Participant") may be treasury or newly
issued Common Stock acquired directly from the Company or, at the Company's
option, Common Stock purchased in the open market or in negotiated
transactions.
A participant may choose one of the following options:
1. A Participant may have all or part of the cash dividends on his or her
Common Stock automatically reinvested in Common Stock, and may also
make optional cash payments for Common Stock. Limits on the optional
cash payments are stated later in this Prospectus.
2. A Participant may continue to receive his or her 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.
The price of shares of newly issued or treasury Common Stock that the Plan
acquires directly from the Company will be 98% of the average of the high and
low sale prices for the Company's Common Stock for each of the last twelve
days on which the Common Stock was traded prior to the date of purchase, as
published in The Wall Street Journal report of New York Stock Exchange
composite transactions. However, if the Company elects to have the Plan
acquire shares through open market purchases or negotiated transactions, the
price for such shares will be the weighted average of the actual prices paid
for all such shares. Until the Company notifies participants that the Plan
will purchase shares in the open market or in negotiated transactions, and
that shares will therefore no longer be purchased at a discount, the Plan will
acquire shares of Common Stock from the Company and the discount will continue
to apply.
Shareholders who do not wish to participate in the Plan will receive
dividends paid in cash, as usual. The Plan does not change the Company's
dividend policy, which will continue to depend upon earnings, financial
requirements and other factors.
It is suggested that this Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is May 28, 1999
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with the Commission. This
permits us to disclose important information to you by referencing these filed
documents. We incorporate by reference in this prospectus the following
documents which have been filed with the Commission:
1. Our Annual Report on Form 10-K for the year ended December 31, 1998.
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
3. The description of Common Stock contained in our Registration Statement
on Form 8-B (File No.1-3990).
In addition, we incorporate by reference all documents filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the 1934 Act) after the date of this prospectus and prior to
the termination of this offering.
ADDITIONAL INFORMATION
We are 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. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information that the Company files electronically with the
Commission. 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 our Common Stock is listed.
We intend to continue our 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 we have 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. We 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
our Corporate Secretary at our address and telephone number set forth on the
next page.
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Unless otherwise indicated, references to "we," "us" and "our" refer to the
Company, South Jersey Industries, Inc.
SOUTH JERSEY INDUSTRIES, INC.
DIVIDEND REINVESTMENT PLAN
THE COMPANY
South Jersey Industries, Inc. is a diversified holding company, incorporated
in New Jersey. Our principal subsidiary is a natural gas utility, South Jersey
Gas Company. We also have a non-regulated subsidiary, South Jersey Energy
Company, that provides energy services including the acquisition and
transportation of natural gas for industrial, commercial and residential
customers and a wide range of energy management services. We are the issuer of
the shares of Common Stock, par value $1.25 per share, offered under the Plan.
Our general mailing address is 1 South Jersey Plaza, Folsom, NJ 08037, and our
telephone number is (609) 561-9000.
THE PLAN ADMINISTRATOR
We will be responsible for administering the Plan. Our 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, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
(888) SJI-3100--Toll Free
PROVISIONS OF THE PLAN
The following statements in question-and-answer form constitute the full
provisions of our Dividend Reinvestment Plan.
Purposes and Advantages
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Participants with a simple, convenient
and economical method of accumulating and increasing their investment in
shares of Common Stock. Consequently, Participants utilizing the Plan
excessively for arbitrage, or short-term income producing strategies, may, at
the option of the Plan Administrator, have their participation in the Plan
terminated by the Plan Administrator.
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2. What are the advantages of the Plan to Participants?
A 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
("Reinvestment Purchases").
-- A Participant may choose to make additional purchases of Common Stock
("Optional Purchases"), in addition to the amount purchased through
automatic dividend reinvestment, as long as the total amount of such
Optional Purchases in any calendar year does not exceed $100,000. For
this purpose, Plan accounts under common control or management may be
aggregated and deemed to be one account. (See Question 23.)
-- As long as the Plan continues to purchase newly issued or treasury
stock directly from us, Participants will acquire stock, through
dividends paid on our stock or through additional purchases of our
stock, at a discount of 2% from the applicable average market price.
Until we notify Participants that the Plan will purchase shares in the
open market or in negotiated transactions, and that shares will
therefore no longer be purchased at a discount, the Plan will acquire
shares of Common Stock from us and the discount will continue to apply.
-- We 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 or her
purchases of Common Stock, thus simplifying his or her investment
record-keeping.
-- The Plan allows a Participant flexibility in the amount of investments
he or she wishes to make and the manner in which he or she wishes to
make them. A Participant may choose to have Automatic Purchases made
with all of his or her dividends or only a portion of them, may make
Optional Purchases in any amount (subject to the limitations stated
above and under Question 23), and may vary the amounts of his or her
purchases from time to time.
-- Eligible Employees may also invest in our Common Stock through
automatic payroll deductions ("Payroll Deduction Purchases").
Participation
3. Who is eligible to participate in the Plan?
(a) Shareholders of record of our 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) Any person who is not currently an Eligible Shareholder but who enrolls
in the Plan and makes an "Initial Purchase" of at least $100 of Common Stock
as part of the enrollment process is also eligible to participate in the Plan.
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(c) 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.)
(d) All Directors of the Company or any of its subsidiaries are eligible to
participate in the Plan. (See Question 15.)
4. How does one participate?
One may enroll in the Plan by completing an authorization and enrollment
form ("Authorization and Enrollment Form") and returning it to the Plan
Administrator. An Authorization and Enrollment Form and a Plan Prospectus may
be obtained by writing or calling the Plan Administrator. Anyone who is not an
Eligible Shareholder or Eligible Employee must also purchase at least $100 of
Common Stock as part of the enrollment process. As long as we continue to
provide newly issued or treasury stock for purchase under the Plan, an Initial
Purchase of at least $100 of Common Stock will be made at a price equal to 98%
of the average of the high and low sale prices for our Common Stock for each
of the last twelve days on which Common Stock was traded prior to the date of
purchase, as published in The Wall Street Journal report of New York Stock
Exchange composite transactions. If we elect to have the Plan acquire Common
Stock on the open market or in negotiated transactions, the Initial Purchase
of at least $100 of Common Stock will be made at the weighted average of the
prices paid for all such shares.
5. When may one join the Plan?
One may enroll in the Plan at any time. However, the Authorization and
Enrollment 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 and Enrollment 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 or her 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 will purchase Common Stock on a
Participant's behalf by making Reinvestment Purchases of Common Stock using
the Participant's Common Stock dividends (either directly or in repayment of
funds advanced by us 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
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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 that 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 or her 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 that the Participant purchases (or has previously
purchased) outside the Plan and holds in his or her own name.
Shares purchased by Participants under the Plan may be treasury or newly
issued Common Stock acquired from us, or may be purchased in the open market
or in negotiated transactions. We determine the source or sources of shares
used to fulfill Plan requirements and, subject to certain regulatory
restrictions on the frequency with which we can change our determination, may
change such determination from time to time. We will notify Plan Participants
of each change that results in the discontinuation of a Participant's ability
to purchase shares at a discount from applicable market prices.
8. How does a Participant specify the extent of his or her participation in
the Plan?
On the Authorization and Enrollment Form, a Participant will specify the
extent of his or her 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 a price determined in
the manner set forth in Question 20. In addition, at his or her
discretion, the Participant may make Optional Payments to be used for
Optional Purchases of Common Stock at a price determined in the manner
set forth in question 24, subject to the limitations stated under
Question 23.
Partial Dividend Reinvestment--Except for those shares on which the
Participant specifies he or she is to receive cash dividends, all of
the shares of Common Stock held by the Participant outside the Plan
will be subject to dividend reinvestment; thus, the dividends paid on
all but the specified shares will be reinvested in Common Stock at a
price determined in the manner set forth in Question 20. The
Participant may also, at his or her discretion, make Optional Payments
to be used for Optional Purchases of Common Stock at a price
determined in the manner set forth in Question 24. All such Optional
Purchases are subject to the limitations stated under Question 23.
Optional Purchases Only--None of the shares of Common Stock held by
the Participant outside the Plan will be subject to automatic dividend
reinvestment; thus, the dividends on all such shares will be paid to
him or her in cash, as usual. However,
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the Participant may, at his or her discretion, make Optional Payments
to be used for Optional Purchases of Common Stock at a price
determined in the manner set forth in Question 24, 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 Reinvestment 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 a price determined
in the manner set forth in Question 20. In the event no investment option is
specified, the Participant will be deemed to have selected the Full Dividend
Reinvestment Option.
9. May a Participant change the extent of his or her participation in the
Plan after enrollment?
Yes, a Participant may change investment options at any time by completing a
new Authorization and Enrollment Form and returning it to the Plan
Administrator. However, the new Authorization and Enrollment 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 or her
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 or her.
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 the
Employee Enrollment Form ("Employee Enrollment Form") and returning it to us.
Employee Enrollment Forms may be obtained by request from us. An Eligible
Employee need not be a registered holder of Common Stock but, by executing the
Employee Enrollment Form, agrees to have one share of Common Stock purchased
on his or her behalf during the next Payroll Investment Period (as defined
under Question 26) at a price determined in the manner set forth in Question
20. Each Employee Enrollment Form for an Eligible Employee who is not a
registered
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shareholder must be accompanied by a check in an amount at least equal to the
price of one share. Any amount in excess of the price of one share will be
also used to purchase Common Stock. Payment for this first share of Common
Stock may not be made from payroll deductions.
12. What does the Employee Enrollment Form provide?
The Employee 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 Employee Enrollment 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 Employee 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 or her deductions by giving
written notice to us. The Employee 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 us 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 our directors participate in the Plan?
Our directors who are eligible to receive cash fees for service on our 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 Employee Enrollment Form the amount
to be withheld from the Eligible Director's fee. The minimum deduction per fee
received is $100.00 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 us of an Employee Enrollment 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.
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Administration
16. What are the duties of the Plan Administrator?
The Plan Administrator will establish a Plan Account for each Participant,
will purchase shares directly from us, or at our option, on the open market or
in negotiated transactions, will cause all purchases of Common Stock to be
made for each Participant and will credit those purchases to the Participant's
Plan Account. The Plan Administrator will also keep a record of all such
purchases, will hold certificates for the purchased shares (unless otherwise
instructed in writing), and will send each Participant a quarterly statement
of his or her Plan Account.
17. How many shares of the Common Stock will be purchased for Participants?
Each Participant's account will be credited with that number of shares
(including fractional shares computed to three decimal places), equal to the
amount invested for his or her account, divided by the price per share
determined in a manner set forth in Question 20 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.
Reinvestment Purchases
18. When will Reinvestment Purchases be made?
Reinvestment Purchases made with Common Stock dividends will be made
quarterly, on the Common Stock dividend payment date for that quarter if the
Plan acquires shares directly from us. If the Plan acquires shares in the open
market or in negotiated transactions, those Reinvestment Purchases will be
made quarterly, subject to any waiting periods under applicable Securities
Laws or Stock Exchange regulations, 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 our 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, a
Participant's Authorization and Enrollment Form must be received by the Plan
Administrator at least five business days prior to the dividend record date
for that dividend payment date. If an Authorization and Enrollment Form is
received by the Plan Administrator less than five business days prior to the
dividend record date, the pending dividend will be paid to the shareholder in
cash and his or her instructions will be given effect starting with the next
Common Stock dividend payment.
19. How will Reinvestment Purchases be made?
All shares purchased for Participants under the Plan will be treasury or
newly-issued shares, shares purchased on the open market or shares purchased
through negotiated
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transactions. The number of shares to be purchased for each Participant
through a Reinvestment Purchase will depend upon the amount of the dividends
being reinvested and the price of the Common Stock. The Plan Administrator
will purchase as many whole shares and fractional shares (computed to three
decimal places) as can be purchased with that amount of dividends.
In the case of shares purchased on the open market or negotiated
transactions, we will designate a registered broker-dealer to act as an
independent agent in the purchase of Common Stock under the Plan (the
"Purchasing Representative"). 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 us. The Plan
Administrator may also purchase shares directly from Certain Withdrawing
Participants.
20. How will the price of shares purchased through Reinvestment Purchases be
determined?
The price of shares of treasury or newly issued Common Stock purchased
directly from us through Reinvestment Purchases will be 98% of the average of
the high and low sale prices for our Common Stock for each of the last twelve
days on which the Common Stock was traded prior to the date of purchase, as
published in The Wall Street Journal report of New York Stock Exchange
composite transactions. However, if we elect to have the Plan acquire shares
through open market purchases or negotiated transactions, the price for such
shares will be the weighted average of the actual prices paid for all such
shares. Until we notify Participants that the Plan will purchase shares in the
open market or in negotiated transactions, and that shares will therefore no
longer be purchased at a discount, the Plan will acquire shares of Common
Stock from us and the discount will continue to apply. However, no shares will
be available for purchase under the Plan if the price so computed is less than
the Common shareholders' equity per Common share (book value) as determined by
us from time to time.
21. Will shares acquired through Reinvestment Purchases be subject to
automatic dividend reinvestment?
Yes. All dividends paid on shares acquired through Reinvestment 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 Reinvestment 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 or her investment
option. Shares purchased with dividends reinvested in the current quarter will
be eligible to receive a dividend in the subsequent quarter.
Optional Purchases
22. When may Optional Purchases be made?
A person who does not participate in the Plan may make an Optional Purchase
at the time he or she enrolls in the Plan by enclosing an Optional Payment (a
check drawn on a United
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States bank and in United States dollars and payable to "South Jersey
Industries, Inc., Plan Administrator") with an Authorization and Enrollment
Form. A person who is not an Eligible Shareholder at the time of enrollment
must make an Initial Purchase of at least $100 of our Common Stock as part of
the enrollment process. (See Questions 3 and 4.) The Authorization and
Enrollment Form, together with the appropriate payment, should be returned to
the Plan Administrator, and the Optional Payment will be invested in shares of
Common Stock on the next quarterly investment date ("Investment Date").
After initial enrollment in the Plan, a Participant may make Optional
Purchases as often as four times a year by sending his or her Optional Payment
with an Optional Purchase form (the top portion of the quarterly statement) to
the Plan Administrator.
In the event a Participant's Optional Payment is returned unpaid for any
reason to the Plan Administrator by the bank on which it is drawn, the Plan
Administrator may immediately sell from the Participant's Plan Account those
shares purchased with the Optional Payment. A $10.00 fee will also be assessed
against the Participant's Plan Account. If the net proceeds from the sale of
the shares purchased with the Optional Payment is insufficient to cover the
Optional Payment and $10.00 fee, the Plan Administrator may sell such
additional shares from the Participant's Plan Account as necessary to satisfy
the uncollected balance.
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 first paragraph under this
Question 22) 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
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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 three decimal places) of Common Stock as can be
purchased with the amount submitted.
24. How will the price of shares purchased through Optional Purchases be
determined?
The price of shares purchased through Optional Purchases will be determined
in the same manner as determined for Reinvestment 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 or her investment
option. Shares purchased with Optional Payments in the current quarter will be
eligible to receive a dividend in the subsequent quarter.
Payroll Deduction Purchases
26. When will Payroll Deduction Purchases be made?
In the case of newly issued or treasury Common Stock, Payroll Deduction
Purchases will be made monthly on the last day of each month, other than for
the month of December when the purchase will be made on the first business day
in January, with the Payroll Deduction Payments for the preceding month. In
the case of open market or negotiated transactions, 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
determined in the same manner as determined for Reinvestment Purchases (See
Question 20.)
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 us
are considered by the
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<PAGE>
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 addition, certain charges will
be incurred for Optional Payments returned unpaid, which are described under
Question 22.
In the case of open market purchases or negotiated transactions and in order
to permit the Plan to purchase all of the Common Stock it requires each
quarter with the least disruption to the market, we 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 our 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 us 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.
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 or her 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.
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 or her 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 or she will be issued a
certificate representing all of the whole shares credited to his or her Plan
Account, and the participant will receive a cash payment for any fraction of a
share credited to his or her Plan Account.
If a Participant's request to withdraw from the Plan is received on or
before a dividend record date, the withdrawal will be processed before the
close of business on the record date
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and the Participant will receive the cash dividend paid on the dividend
payment date. If the request to withdraw is received after 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 after this
Reinvestment Purchase is credited to the Participant's Plan Account.
If any Optional Payments or Payroll Deduction Payments are being held on a
Participant's behalf at the time his or her 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 or her Plan Account be sold. The sale
will be made as soon as practicable after receipt of his or her request. The
Participant 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 held outside the Plan may do so without
withdrawing from the Plan, by filing a request to change his or her investment
option. The tear-off form on the back of his or her quarterly statement may be
used for this purpose. However, the dividends on the shares held in his or her
Plan Account will continue to be reinvested.
32. What happens if a Participant sells the shares of Common Stock he or she
holds outside the Plan?
If a Participant sells all of the shares of Common Stock he or she holds
outside the Plan, the Company will continue to reinvest the dividends on the
shares held in his or her Plan Account. However, if less than one whole share
is held in the Plan Account at the time the shares held outside the Plan are
sold, the Participant will receive a cash payment for his or her fractional
share and his or her Plan Account will be closed.
If a Participant who has chosen partial dividend reinvestment as the
investment option sells a portion of the shares of Common Stock held outside
the Plan, the shares that 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 we terminate the Plan?
If we terminate 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.
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Rights Offerings and Share Distributions
34. What happens if we make a rights offering or share distribution?
In the event we make a rights offering of any of our 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 or her rights
with respect to shares held in his or her 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?
We believe that the Federal income tax consequences of participating in the
Plan will be as follows:
(1) Participants will be treated for Federal income tax purposes as
having received, on the dividend payment date, a dividend in an amount
equal to the fair market value of the shares acquired from us with
reinvested dividends. Fair market value for such purpose will be: (i) in
the case of treasury or newly issued shares acquired by the Plan, the
average of the high and low sale prices for the Common Stock on the
dividend payment date, and not the twelve-day average used to calculate
the purchase price for such shares under the Plan; (ii) in the case of
shares acquired by the Plan on the open market or in negotiated
transactions, the weighted average of the actual prices paid for all such
shares. Participants who purchase treasury or newly issued shares with
Optional Payments will be treated as having received a taxable dividend on
the applicable Investment Date equal to the difference between the fair
market value of such shares, determined under the rule set forth in the
preceding sentence, and the amount paid for them. In the case of shares
purchased on the open market, Participants will be treated as having
received an additional dividend in the amount of the brokerage fees, if
any, that are paid by us.
(2) The fair market value determined as set forth in paragraph (1) will
be the tax basis for determining gain or loss upon any subsequent sale of
shares (increased, in the case of open market purchases, by the amount of
the brokerage fees, if any, paid by us).
(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.
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In the case of Participants 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 or her 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 or her 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 or her 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 or her name.
40. Who interprets and regulates the Plan?
We reserve the sole right to interpret and regulate the Plan.
41. May the Plan be terminated, suspended or amended?
We may, in our sole discretion and by written notice, terminate at any time
any Participant's participation in the Plan. We may at any time and for any
reason terminate or suspend the Plan, or amend any provision of the Plan, and
if we do so, we will send written notice to all Participants. All notices will
be mailed to each Participant's address as shown on our records. We reserve
the right to resign as Plan Administrator, and to appoint a successor.
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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 we nor the Plan Administrator (if other than us) 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 we nor the Plan
Administrator (if other than us) 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.
USE OF PROCEEDS
The net proceeds from the sale of treasury or newly issued Common Stock by
us for the Plan will be added to our general funds and used for our general
corporate purposes.
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<PAGE>
MARKET PRICE RANGE AND DIVIDENDS
The Common Stock is traded on the New York and Philadelphia Stock Exchanges.
The following table shows the reported high and low sale prices per share of
Common Stock on the composite tape, and dividends declared per share, for the
periods indicated:
<TABLE>
<CAPTION>
Price Range
--------------- Dividends
Year High Low Declared
- ---- ------- ------- ---------
<S> <C> <C> <C>
1994 First Quarter.................................... 24.0000 21.2500 .360
Second Quarter..................................... 22.1250 17.7500 .360
Third Quarter...................................... 19.2500 16.6250 .360
Fourth Quarter..................................... 18.5000 16.6250 .360
1995 First Quarter.................................... 20.1250 17.8750 .360
Second Quarter..................................... 20.5000 19.3750 .360
Third Quarter...................................... 21.3750 18.7500 .360
Fourth Quarter..................................... 23.3750 21.0000 .360
1996 First Quarter.................................... 23.5000 20.8750 .360
Second Quarter..................................... 23.7500 21.2500 .360
Third Quarter...................................... 24.0000 20.1250 .360
Fourth Quarter..................................... 24.6250 23.0000 .360
1997 First Quarter.................................... 24.8750 21.3750 .360
Second Quarter..................................... 22.3750 21.0000 .360
Third Quarter...................................... 25.1875 22.3750 .360
Fourth Quarter..................................... 30.5000 24.3125 .360
1998 First Quarter.................................... 30.7500 28.7500 .360
Second Quarter..................................... 30.0000 26.5000 .360
Third Quarter...................................... 27.8750 22.0000 .360
Fourth Quarter..................................... 27.0000 25.0000 .360
1999 First Quarter.................................... 26.6875 21.5000 .360
Second Quarter (Through 5/21/99)................... 26.0000 21.6250 .360
</TABLE>
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<PAGE>
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 our Annual Report on
Form 10-K for the year ended December 31, 1998 have been audited by Deloitte &
Touche LLP, 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.
INDEMNIFICATION
The Company's bylaws indemnify each agent of the Company (including officers
and directors) against liabilities and expense arising because of such agency.
The Company's Board of Directors may, and on request of a corporate agent is
required to, determine in each case whether or not the standards applicable to
such indemnification have been met. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the provisions
described in Item 15, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
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<PAGE>
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No dealer, salesman or other person has been authorized to give any informa-
tion or to make any representation not contained in this Prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities of-
fered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
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CONTENTS
<TABLE>
<S> <C>
Incorporation of Certain Documents by Reference............................. 2
Additional Information...................................................... 2
The Company................................................................. 3
The Plan Administrator...................................................... 3
Provisions of the Plan...................................................... 3
Purposes and Advantages................................................... 3
Participation............................................................. 4
Administration............................................................ 9
Reinvestment Purchases.................................................... 9
Optional Purchases........................................................ 10
Payroll Deduction Purchases............................................... 12
Costs..................................................................... 12
Statements and Reports to Participants.................................... 13
Withdrawal and Termination................................................ 13
Rights Offerings and Share Distributions.................................. 15
Taxes..................................................................... 15
Other Information......................................................... 16
Use of Proceeds........................................................... 17
Market Price Range and Dividends............................................ 18
Legal Opinion............................................................... 19
Experts..................................................................... 19
Indemnification............................................................. 19
</TABLE>
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South Jersey
Industries, Inc.
[LOGO OF SOUTH JERSEY INDUSTRIES, INC.]
Common Stock
($1.25 Par Value)
-----------------
PROSPECTUS
-----------------
Dividend Reinvestment Plan
May 28, 1999
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