Mail Stop 3561
August 11, 2005
Richard H. Walker, Jr., Esq.
South Jersey Gas Company
1 South Jersey Plaza
Folsom, New Jersey 08037
Re: South Jersey Gas Company
Registration Statement on Form S-3
Filed July 22, 2005
File No. 333-126822
Form 10-K for the Fiscal Year Ended December 31, 2004
Forms 10-Q for Fiscal Quarters Ended
March 31, 2005 and June 30, 2005
File No. 0-22211
Dear Mr. Walker:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Year Ended December 31, 2004
Management`s Discussion & Analysis, page 12
Commodity Market Risks, page 22
1. We note that your disclosures do not provide information
regarding
contract volumes, prices per unit or contract value. In future
filings, revise your disclosures to include this information in
order
to more clearly show what you are hedging. See the appendix to
Item
305 of Regulation S-K.
Note 1 - Summary of Significant Accounting Policies, page 30
Operating Revenues, page 31
2. It appears that you have transferred the appliance services
business to an affiliate. If you have transferred this business
to
an affiliate tell us whether you have removed the results of
operations related to the appliance services business from the
financial statements presented in your Form 10-K.
Note 11 - Employee Benefit Plans, page 40
3. The amortization of actuarial loss for other post retirement
benefits in 2004 appears to be low given the total amount of
unrecognized actuarial losses. Please explain to us why the amount
appears to be low.
Note 13 - Commitments and Contingencies, page 46
4. We note your disclosures concerning contingencies related to
environmental remediation. Given the wide variance in the expected
cost to clean up the sites, it appears that more information may
be
necessary to understand the nature of the liability at specific
sites
as well as the associated insurance recovery. Please provide to
us
an analysis that shows the accrued liability by site as well as
the
high end estimate of the cost the remediate each site. Please
tell
us in more detail what additional remediation is necessary at each
site and the reasons for significant differences between the low
and
high end estimates for remediation at a particular site. Tell us
what are the expenditure caps provided by insurance coverage and
what
amounts you have recorded as receivable from insurance companies
as
of the balance sheet date.
* * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
or Michael Moran, Accounting Branch Chief, at (202) 551-3841 if
you
have questions regarding the comments.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Richard J. Busis, Esq.
Cozen O`Connor
Fax: (215) 701-2456
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Richard H. Walker, Jr., Esq.
South Jersey Gas Company
August 11, 2005
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