As
filed
with the Securities and Exchange Commission on September 15, 2005
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SOUTH
JERSEY INDUSTRIES,
INC.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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22-1901645
|
|
(State
or other jurisdiction of
|
(I.R.S.
employer identification no.)
|
|
incorporation
or organization)
|
|
1
South
Jersey Plaza
Folsom,
New Jersey 08037
(609)
561-9000
(Address
and telephone number of registrant’s principal executive offices)
Edward
J.
Graham
Chairman,
President and Chief Executive Officer
South
Jersey Industries, Inc.
1
South
Jersey Plaza
Folsom,
New Jersey 08037
(609)
561-9000
(Name,
address and telephone
number
of
agent for service)
with
a
copy to:
Richard
J. Busis, Esquire
Cozen
O’Connor
1900
Market Street
Philadelphia,
Pennsylvania 19103
(215)
665-2000
Approximate
date of commencement of proposed sale to the public: From time to time after
the
effective date of the registration statement.
If
the
only securities being registered on this form are to be offered pursuant
to
dividend or interest reinvestment plans, please check the following box.
x
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. o
If
this
form is filed to register additional securities for an offering pursuant
to Rule
462(b) under the Securities Act, please check the following box and list
the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o _________
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. o
__________
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
CALCULATION
OF REGISTRATION FEE
|
Title
of
Securities
To
Be
Registered
|
Amount
To
Be
Registered
|
Proposed
Maximum
Aggregate
Price
Per
Share(1)
|
Proposed
Maximum
Aggregate
Offering
Price(1)
|
Amount
Of
Registration
Fee(1)
|
|
Common
Stock,
$1.25
par value
|
2,000,000
|
$29.33
|
$58,660,000.00
|
$6,904.28
|
(1) Calculated
pursuant to Rule 457(c) under the Securities Act of 1933 based upon the average
of the high and low prices reported on the New York Stock Exchange of the
Registrant’s Common Stock on September 14, 2005.
The
prospectus included in this Registration Statement is a combined prospectus
as
permitted by Rule 429 under the Securities Act of 1933 and includes, as of
September 15, 2005, a total of 411,189 shares of common stock previously
registered and unsold under Registration Statement No.
333-110730.
PROSPECTUS
SOUTH
JERSEY INDUSTRIES , INC.
DIVIDEND
REINVESTMENT PLAN
_________________
The
Dividend Reinvestment Plan of South Jersey Industries, Inc. provides a
participant with a simple, convenient and economical way of accumulating
and
increasing his or her investment in shares of our common stock without payment
of any brokerage commission or service charge. Persons eligible to participate
in the Plan include any record shareholder of our common stock, eligible
employees of South Jersey Industries and its subsidiaries and any person
who,
upon enrolling in the Plan, agrees to purchase at least $100 of common stock.
Shares purchased by a participant in the Plan may be treasury or newly issued
shares of common stock acquired directly from us or, at our option, common
stock
purchased in the open market or in negotiated transactions.
A
participant may choose one of the following options:
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1.
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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 to purchase additional shares of common
stock.
Limits on the optional cash payments are stated later in this
prospectus.
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2.
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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.
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In
addition to the options available to other participants, 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 South Jersey Industries will be 98% of the average of the high
and
low sale prices for the common stock for each of the last twelve days on
which
the common stock was traded prior to the date of purchase. 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 South Jersey Industries 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 our dividend policy, which will continue
to
depend upon earnings, financial requirements and other factors.
South
Jersey Industries’ common stock trades on the NYSE under the ticker symbol
“SJI.”
This
prospectus relates to 2,411,189 shares of common stock registered by
us.
It
is suggested that this prospectus be retained for future
reference.
__________________________________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS.
_____________________________________
The
date
of this prospectus is September 15, 2005
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
Securities and Exchange 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, 2004.
2. Our
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005.
3. Our
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005.
4. Our
Current Reports on Form 8-K filed on April 20, 2005, April 21, 2005, May
27,
2005, August 4, 2005, and August 26, 2005.
5. The
description of common stock contained in our Registration Statement on Form
8-B
(File No.1-3990).
In
addition, all documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the
date
of this prospectus and prior to the termination of this offering shall be
deemed
to be incorporated by reference in and shall be a part of this prospectus
from
the date of the filing of such documents.
The
information incorporated by reference is considered to be part of this
prospectus, and later information filed with the Commission will modify or
supersede this information. Any statement so modified or superseded shall
not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
ADDITIONAL
INFORMATION
We
file
annual, quarterly and current reports, proxy statements and other information
with the Commission. You may read and copy any reports, statements or other
information we file at the Commission’s public reference room at 100 F Street,
N.E., Washington, D.C. 20549. You can request copies of these documents,
upon
payment of a duplicating fee, by writing to the Commission. Please call the
Commission at 1-800-SEC-0330 for further information on the operation of
the
public reference rooms. Our Commission filings are also available to the
public
on the Commission’s Internet site at http://www.sec.gov.
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 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, other than exhibits to such documents. Requests
should be made to our Corporate Secretary at our address and telephone number
set forth on the next page.
Unless
otherwise indicated, references to “we”, “us” and “our” refer to South Jersey
Industries, Inc.
FORWARD-LOOKING
STATEMENTS
This
prospectus contains or incorporates certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the
Securities Exchange Act of 1934. All statements in this prospectus other
than
statements of historical fact should be considered forward-looking statements
made in good faith by us and are intended to qualify for the safe harbor
from
liability established by the Private Securities Litigation Reform Act of
1995.
When used in this prospectus or any document incorporated by reference, words
such as “anticipate”, “believe”, “expect”, “estimate”, “forecast”, “goal”,
“intend”, “objective”, “plan”, “project”, “seek”, “strategy” and similar
expressions are intended to identify forward-looking statements. Such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied
in the
statements. These risks and uncertainties include, but are not limited to,
the
following: general economic conditions on an international, national, state
and
local level; weather conditions in our marketing areas; changes in commodity
costs; changes in the availability of natural gas; regulatory and court
decisions; competition; the availability and cost of capital; costs and effects
of legal proceedings and environmental liabilities; the failure of customers
or
suppliers to fulfill their contractual obligations; and changes in business
strategies.
A
discussion of these and other risks and uncertainties may be found in our
Annual
Report on Form 10-K for the year ended December 31, 2004. These
cautionary statements should not be construed by you to be exhaustive and
they
are made only as of the date of this prospectus or, in any document incorporated
by reference, the date of such document. While we believe these forward-looking
statements to be reasonable, there can be no assurance that they will
approximate actual experience or that the expectations derived from them
will be
realized. Further, we undertakes no obligation to update or revise any of
its
forward-looking statements whether as a result of new information, future
events
or otherwise.
SOUTH
JERSEY INDUSTRIES, INC.
DIVIDEND
REINVESTMENT PLAN
SOUTH
JERSEY INDUSTRIES
South
Jersey Industries is a diversified holding company, incorporated in New Jersey.
Our principal subsidiary is a natural gas utility, South Jersey Gas Company.
We
also have non-regulated subsidiaries, including: South Jersey Energy Company,
which acquires and markets natural gas and electricity to retail end users
and
provides energy management services to commercial and industrial customers;
South Jersey Resources Group, LLC, which markets wholesale gas, storage and
transportation in the mid-Atlantic and southern states; Marina Energy LLC,
which
develops and operates energy-related projects in southern New Jersey; and
South
Jersey Energy Service Plus, LLC, which installs residential and small commercial
HVAC systems and services appliances through the sale of appliance service
programs as well as on a time and materials basis in Southern New Jersey.
We are
the issuer of the shares of common stock 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
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
Toll
Free
Number: (888) 754-3100
PROVISIONS
OF THE PLAN
The
following statements in question-and-answer form constitute the full provisions
of our Dividend Reinvestment Plan. These statements reflect recent amendments
to
the Plan, including amendments relating to the calculation of the purchase
price
and the timing of reinvestment purchases.
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 our
common
stock. Consequently, participants who, in the sole judgment of the Plan
Administrator, utilize 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.
2.
What
are the advantages of the Plan to participants?
A
participant will obtain the following advantages:
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·
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Dividends
paid on all or part of a participant's shares of common stock will
be
automatically reinvested in shares of common stock.
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·
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A
participant may choose to make purchases of common stock 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. In certain instances, however, we may permit optional
purchases in excess of $100,000. For purposes of calculating this
dollar
limit, Plan accounts under common control or management may be
aggregated
and deemed to be one account. (See Question
23.)
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·
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As
long as the Plan continues to purchase newly issued or treasury
stock
directly from us, participants will acquire common stock, through
dividends paid on our common stock or through additional purchases
of our
common 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.
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·
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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.
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·
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Regular
statements of account will be mailed to each participant after
each
purchase of common stock under the
Plan.
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·
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The
Plan allows a participant flexibility in the amount of investment
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.
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·
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Eligible
employees may also invest in our common stock through automatic
payroll
deductions.
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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.
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.
(c) All
full-time, regular employees of the Company or any of its subsidiaries 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 and
returning it to the Plan Administrator. The 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 an 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. 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 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 that purpose, or in the case
of
eligible employees, by making payroll deduction purchases using the amounts
collected from payroll deductions.
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
shares
of 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 may change such determination from time to
time.
We will notify 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, 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
statement.
A
participant may, however, request that all or part of the certificates
representing shares purchased for him or her 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 fractional 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 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 at least one share of common stock purchased on his or her behalf during
the next payroll investment period (see 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 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 also be 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
outside the Plan 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 biweekly amount to be withheld from the
eligible employee's pay. The minimum deduction is $10 per pay period. 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 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 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.
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 statement of his or her Plan account following
a purchase.
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
dividend payment date for that quarter if the Plan acquires shares directly
from
us. If we pay a dividend less frequently than quarterly, reinvestment purchases
will be made periodically following payment of such dividends. 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 26 business days prior to the dividend payment date for
that
quarter through the 20th business day after such dividend payment date.
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. Currently, the dividend payment dates for our common stock
occur
on or about the second business day of April, July and October and on or
about
December 30. These dates are subject to change.
The
dividend record dates corresponding to those dividend payment dates have
historically been March 10, June 10, September 10 and December 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 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 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 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 treasury or newly issued shares of common stock purchased directly
from us 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. 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.
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 additional 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
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.
In
the
case of newly issued or treasury common stock, the investment date for optional
purchases will be the last business day of each month (except for December,
for
which the investment date will be on or about December 30), other than for
the
months of March, June and September, when the purchase will be made in
connection with the reinvestment purchases on the dividend payment date for
those quarters (on or about the second business day of April, July and October)
so long as dividends are paid in those months. In the case of open market
or
negotiated transactions, optional 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. (See the first paragraph
of Question 18 for an explanation of how shares acquired on the open market
will
be purchased in months when the investment date is the reinvestment purchase
date).
After
initial enrollment in the Plan, a participant may make monthly optional
purchases by sending his or her optional payment with an optional purchase
form
(the top portion of the 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 $25 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 $25 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 on the next investment date. 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.
In
order
for optional payments to be invested on the next investment date, the Plan
Administrator must have received such payment no later than the close of
business on the fifth business day prior to the last business day of the
month.
For the months when the optional purchase is made in connection with the
reinvestment purchase, the optional payment must have been received no later
than the close of business on the fifth business day prior to the dividend
payment date for that quarter. 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 or her 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
date.
A
participant is not obligated to make
an optional purchase each month.
23. In
what amounts may optional purchases be made?
The
minimum optional purchase is $25 and, subject to the exception set forth
in the
following paragraph, 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 month’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.
A
participant may make optional purchases in excess of the $100,000 limitation
only if such participant requests a waiver of the limit and we grant such
request. Grants of waiver requests will be made in our sole discretion. To
request a waiver, participants must contact the Plan Administrator at the
address or phone number set forth on page 4 of this prospectus.
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
and
credited to your account with optional payments prior to the ex-dividend
date
will be eligible to receive a dividend with respect to such dividend payment
date.
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 business day of each month (other than December,
for
which such purchases will be made on or about December 30), except for the
months of March, June and September, when purchases will be made in connection
with the reinvestment
purchases
for those quarters, with the payroll deduction payments from 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, with the payroll deduction payments from the preceding
month. (See the first paragraph of Question 18 for an explanation of how
shares
acquired on the open market will be purchased in months when the investment
date
is the reinvestment purchase date.)
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 Internal Revenue Service to be income to the recipient for federal income
tax purposes (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, charges will be incurred for optional payments returned unpaid
as
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 may 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?
Regular
statements of account will be mailed to each participant following each purchase
of common stock under the Plan. The statement will reflect the activity in
the
participant's Plan account for the year to date and the balance in the
participant's Plan account following the most recent purchase. Participants
will
also receive the same communications as other shareholders, including any
quarterly reports to shareholders, the annual report to shareholders and
the
proxy statement.
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 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 we otherwise
consent.
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 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 prior to the
ex-dividend date (ex-dividend dates ordinarily are the second business day
prior
to the record date), the withdrawal will be processed before the close of
business on the day prior to the ex-dividend date, and the participant will
receive the cash dividend paid on the next dividend payment date. If the
request
to withdraw is received on or after an ex-dividend date, the cash dividend
paid
on the next 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 or her
unless
that request is received at least five business days prior to the next
investment date. If the request is received less than five business days
prior
to the next investment 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. Except as noted
above,
with respect to processing withdrawals following the ex-dividend date, the
sale
will be made as soon as practical 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 which
is
generally $15 for the sale of one share or any fraction thereof and $25 for
the
sale of more than one share.
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 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, we 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 (see Question 41), 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 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, a participant’s entitlement will be based on the total shares
registered in the participant’s name, including shares credited to the
participant’s Plan account. However, rights will be issued for the number of
whole shares only. Rights based on a fraction of a share will be sold if
a
market for them exists, and a check for the net proceeds will be sent to
the
participant.
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 most important federal income tax consequences of participation in
the
Plan?
We
believe that the most important federal income tax consequences of participating
in the Plan will be as follows:
(a) 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 a 2% discount from the
twelve-day average of closing sales prices 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.
(b) The
fair
market value determined as set forth in paragraph (a) will become 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).
(c) 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 Plan
account.
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 statements
confirming purchases made for such participants will indicate the net dividend
payment reinvested.
36. What
are the effects of recent federal income tax law changes on the
Plan?
Recent
legislation reduced the maximum rate of tax imposed on most dividends received
by individuals from the higher regular income tax rates to 15% (5% for
individuals in the lower tax brackets and 0% for these taxpayers in 2008).
This
provision applies to dividends received in taxable years beginning after
December 31, 2002 and before January 1, 2009. In order to be eligible for
the
reduced tax rate, an individual shareholder must own our common stock for
more
than 60 days during the 121-day period beginning 60 days before the ex-dividend
date. Furthermore, if an individual receives an “extraordinary dividend” within
the meaning of Section 1059 of the Internal Revenue Code (i.e.,
a
dividend which equals or exceeds 10% of the individual’s tax basis in our common
stock) which is eligible for the reduced tax rate, any loss on a subsequent
sale
of the stock with respect to which such dividend is made will be treated
as a
long-term capital loss to the extent of such dividend. For purposes of
determining the amount of deductible investment interest expense, a dividend
is
treated as investment income only if the individual elects to treat the dividend
as not eligible for the reduced tax rate. For sales and exchanges of capital
assets on or after May 6, 2003 and before January 1, 2009, the top individual
tax rate on adjusted net capital gains has been reduced to 15% (5% for
individuals in the lower tax brackets and 0% for these
taxpayers
in 2008). You should consult your tax advisor regarding the specific tax
consequences to you that may result from these recent changes.
37.
What
information will be provided to participants for income tax
purposes?
As
previously indicated under Question 28, each participant will receive statements
advising him or her of purchases of shares of common stock. These
statements should be retained for income tax purposes.
38.
Should
participants consult with their own tax advisers?
Yes.
The
information provided in Questions 35 and 36 does not cover all potentially
applicable tax consequences of Plan participation, so 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
39. 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.
40.
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.
41.
Who
interprets and regulates the Plan?
We
reserve the sole right to interpret and regulate the Plan.
42. 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.
43. What are the responsibilities of South Jersey Industries 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 to
the
Plan will be added to our general funds and used for our general corporate
purposes.
LEGAL
MATTERS
Certain
legal matters in connection with the authorization and issuance of the shares
of
common stock offered hereby have been passed upon by Cozen O’Connor,
Philadelphia, Pennsylvania.
EXPERTS
The
consolidated financial statements, related consolidated financial statement
schedules, and management's report on the effectiveness of internal control
over
financial reporting incorporated in this prospectus by reference
from the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche
LLP, an independent registered public account firm, 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.
CONTENTS
|
Incorporation
of Certain Documents by Reference ………………………………………………………………………………
|
3
|
|
Additional
Information ………………………………………………………………………………………………………………
|
3
|
|
Forward-Looking
Statements ………………………………………………………………………………………………………
|
4
|
|
South
Jersey Industries ………………………………………………………………………………………………………………
|
5
|
|
The
Plan Administrator ………………………………………………………………………………………………………………
|
5
|
|
Provisions
of the Plan …………………………………………………………………………………………………………………
|
5
|
|
Purposes
and Advantages ………………………………………………………………………………………………………
|
5
|
|
Participation
………………………………………………………………………………………………………………………
|
6
|
|
Administration
……………………………………………………………………………………………………………………
|
11
|
|
Reinvestment
Purchases ………………………………………………………………………………………………………
|
11
|
|
Optional
Purchases ………………………………………………………………………………………………………………
|
12
|
|
Payroll
Deduction Purchases ……………………………………………………………………………………………………
|
14
|
|
Costs ………………………………………………………………………………………………………………………………
|
15
|
|
Statements
and Reports to Participants ………………………………………………………………………………………
|
15
|
|
Withdrawal
and Termination ……………………………………………………………………………………………………
|
16
|
|
Rights
Offerings and Share Distributions ……………………………………………………………………………………
|
17
|
|
Taxes
………………………………………………………………………………………………………………………………
|
17
|
|
Other
Information ………………………………………………………………………………………………………………
|
19
|
|
Use
of Proceeds ………………………………………………………………………………………………………………………
|
20
|
|
Legal
Matters …………………………………………………………………………………………………………………………
|
20
|
|
Experts
…………………………………………………………………………………………………………………………………
|
20
|
South
Jersey Industries, Inc.
[LOGO
OF
SOUTH JERSEY INDUSTRIES, INC.]
Common
Stock
($1.25
Par Value)
PROSPECTUS
Dividend
Reinvestment Plan
September
15, 2005
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
Other
Expenses of Issuance and Distribution.
The
following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered. All of the amounts shown
are
estimates, other than the registration fee:
|
SEC
registration fee
|
$
|
6,904
|
|
|
Stock
exchange listing fees
|
|
2,500
|
|
|
Printing
expenses
|
|
2,500
|
|
|
Legal
fees and expenses
|
|
7,500
|
|
|
Accountants’
fees and expenses
|
|
4,000
|
|
|
Miscellaneous
expenses
|
|
2,000
|
|
|
TOTAL
|
$
|
25,404
|
|
Item
15. Indemnification of Directors and Officers.
As
authorized by Title 14A:3-5 of the New Jersey Business Corporation Act, Article
IV of our Bylaws provides that any corporate agent (defined by the statute
to
include, among other things, officers and directors) shall be indemnified
by us
against liability and expense in connection with any proceeding involving
the
corporate agent by reason of his being or having been such a corporate agent
to
the extent that (a) such corporate agent is not otherwise indemnified and
(b)
the power to do so has been or may be granted by statute, and for this purpose
our Board of Directors may, and on request of any such corporate agent shall
be
required to, determine in each case whether or not the applicable standards
in
any such statute have been met, or such determination shall be made by
independent legal counsel if the Board so directs or if the Board is not
empowered by statute to make such determination.
We
maintain and pay all premiums on a directors and officers liability policy
for
our directors and officers and those of our subsidiaries.
Item
16. Exhibits.
|
Exhibit
|
|
|
Number
|
Description
of Exhibits
|
| |
|
|
5
|
Opinion
of Cozen O’Connor
|
| |
|
|
23.1
|
Consent
of Deloitte & Touche LLP
|
| |
|
|
23.2
|
Consent
of Cozen O’Connor (contained in Exhibit 5)
|
| |
|
|
24
|
Power
of Attorney (included on signature page of the registration
statement)
|
Item
17. Undertakings.
The
undersigned Registrant hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of
1933 (the “Securities Act”);
(ii) to
reflect in the prospectus any facts or events arising after the effective
date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in the registration statement. Notwithstanding
the
forgoing, any increase or decrease in volume of securities offered (if the
total
dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
present no more than a 20% change in the maximum aggregate offering price
set
forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(iii) to
include any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material change
to
such information in the registration statement;
provided,
however,
that
paragraphs (1)(i) and (1)(ii) do not apply if the information required to
be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with the Commission by the Registrant pursuant to
Section
13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
that are incorporated by reference in the registration statement.
(2) That,
for
the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide
offering
thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to
be a
new Registration Statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director,
officer
or controlling person in connection with the securities being registered,
the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy
as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
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-3 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 September 15, 2005.
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SOUTH
JERSEY INDUSTRIES, INC. |
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By: |
/s/ Edward
J. Graham |
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Edward
J. Graham
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Chairman, President and Chief Executive
Officer |
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
in so
signing also makes, constitutes and appoints Edward J. Graham and David A.
Kindlick, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to execute and cause to be filed
with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this registration statement, and to file the
same,
with all exhibits thereto and other documents in connection therewith, with
the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and
agents full power and authority to do and perform each and every act and
thing
requisite and necessary to be done in and about the premises, as fully to
all
intents and purposes as he might or could do in person, hereby ratifying
and
confirming all that said attorneys-in-fact and agents, or their substitute
or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/
Edward J. Graham
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Chairman,
President and
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September
15, 2005
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Edward
J. Graham
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Chief
Executive Officer
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(Principal
Executive Officer)
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/s/
David A. Kindlick
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Vice
President and
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September
15, 2005
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David
A. Kindlick
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Chief
Financial Officer (Principal
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Financial
and Accounting Officer)
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/s/
Charles Biscieglia
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Director
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September
15, 2005
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Charles
Biscieglia
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/s/
Shirli M. Billings
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Director
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September
15, 2005
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Shirli
M. Billings
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/s/
Helen R. Bosley
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Director
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Helen
R. Bosley
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/s/
Thomas A. Bracken
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Director
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September
15, 2005
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Thomas
A. Bracken
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/s/
Keith S. Campbell
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Director
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September
15, 2005
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Keith
S. Campbell
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/s/
Sheila Hartnett-Devlin
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Director
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September
15, 2005
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Sheila
Hartnett-Devlin
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/s/
W. Cary Edwards
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Director
|
September
15, 2005
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W.
Cary Edwards
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/s/
William J. Hughes
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Director
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September
15, 2005
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William
J. Hughes
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/s/
Herman D. James
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Director
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September
15, 2005
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Herman
D. James
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/s/
Frederick R. Raring
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Director
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September
15, 2005
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Frederick
R. Raring
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EXHIBIT
INDEX
|
Exhibit
|
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Number
|
Description
of Document
|
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|
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5
|
Opinion
of Cozen O’Connor
|
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23.1
|
Consent
of Deloitte & Touche LLP
|
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23.2
|
Consent
of Cozen O’Connor (contained in Exhibit 5)
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24
|
Power
of Attorney (included on signature page of the registration
statement)
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|
Exhibit
5
[LETTERHEAD
OF COZEN O’CONNOR]
September
15, 2005
South
Jersey Industries
1
South
Jersey Plaza
Folsom,
NJ 08037
Re: Registration
Statement on Form S-3
Ladies
and Gentlemen:
As
counsel to South Jersey Industries, Inc. (the “Company”), we have assisted in
the preparation of the Company’s Registration Statement on Form S-3 (the
“Registration Statement”) to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 2,000,000 shares
of the
Company’s common stock to be issued pursuant to the Company’s Dividend
Reinvestment Plan.
In
connection therewith, we have examined the Company’s Certificate of
Incorporation, Bylaws and such corporate records and other documents as we
have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity to original and certified documents
of
all copies submitted to us as conformed, photostatic or other copies. As
to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based
upon the foregoing examination, information and assumptions, it is our opinion
that the shares of common stock being registered hereby will, when issued
hereafter in accordance with the Dividend Reinvestment Plan, be legally issued,
fully paid and non-assessable.
We
hereby
expressly consent to the reference to our firm in the Registration Statement
under the Prospectus caption “Legal Opinion” and to the inclusion of this
opinion as an exhibit to the Registration Statement. In giving this consent,
we
do not hereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the
rules
or regulations of the Securities and Exchange Commission
thereunder.
Very
truly
yours,
Cozen
O'Connor
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated March 2, 2005, relating to the consolidated
financial statements (which report expresses an unqualified opinion and includes
explanatory paragraphs relating to the restatement of the 2003 balance sheet
for
the classification of prepaid pension assets from current assets to noncurrent
assets and the change in the method of accounting for energy-related contracts
to conform with the recession of EITF 98-10 "Accounting for Contracts Involved
in Energy Trading and Risk Management Activities" in 2003), consolidated
financial statement schedules and management's report on the effectiveness
of
internal control over financial reporting of South Jersey Industries, Inc.
and
subsidiaries 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,
2004
and to the reference to us under the heading "Experts" in the Prospectus,
which
is part of this Registration Statement.
/s/
DELOITTE & TOUCHE LLP
Deloitte
&
Touche LLP
Philadelphia,
Pennsylvania
September
15, 2005