SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994 Commission File Number 1-6364
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1901645
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Number One South Jersey Plaza, Route 54
Folsom, New Jersey 08037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 561-9000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock New York Stock Exchange and
($1.25 par value per share) Philadelphia Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of approximately 9,120,500 shares of voting stock
held by non-affiliates of the registrant as of March 10, 1995 was $165,300,000.
As of March 10, 1995, there were 10,717,092 shares of the registrant's common
stock outstanding.
Documents Incorporated by Reference:
In Part I of Form 10-K: Pages 14, 16, 17, 18, 20 and 21 of 1994
Annual Report to Shareholders
In Part II of Form 10-K: Page 1 and Pages 10 through 22 of 1994
Annual Report to Shareholders
In Part III of Form 10-K: Pages 2 through 10 (except as stated in
Item 11 of this Form 10-K) of the Proxy Statement dated March 8,
1995 for the 1995 Annual Meeting of Shareholders
PART I
Item 1. Business
General
The registrant, South Jersey Industries, Inc. (the Company), a New Jersey
corporation, was formed in 1969 for the purpose of owning and holding all of the
outstanding common stock of South Jersey Gas Company (South Jersey Gas or SJG),
a public utility, and acquiring and developing nonutility lines of business.
Energy & Minerals, Inc. (EMI), a wholly-owned subsidiary of the Company, was
formed in 1977 to own, finance and further develop certain nonutility
businesses. Through a subsidiary, EMI is engaged in the mining, processing and
marketing of construction, commercial, industrial and other specialty sands and
gravels. South Jersey Energy Company (SJE), a wholly-owned subsidiary of the
Company, provides services for the acquisition and transportation of natural gas
for commercial and industrial users. R&T Group, Inc. (R&T), a wholly-owned
subsidiary of the Company, was formed in 1989 to own, finance and further
develop certain utility construction, general construction and environmental
remediation businesses. R&T engages in these businesses through several
operating subsidiaries.
Financial Information About Industry Segments
Information regarding Industry Segments is incorporated by reference
to Note 2 on page 16 of the Company's Annual Report to Shareholders for the year
ended December 31, 1994, which Annual Report is attached to this report.
See Item 14(c)(13).
Description of Business
The Company is engaged in the business of operating, through subsidiaries,
various business enterprises. The Company's most significant subsidiary is SJG.
SJG, a New Jersey corporation, is an operating public utility company
engaged in the purchase, transmission and sale of natural gas for residential,
commercial and industrial use in an area of approximately 2,500 square miles in
the southern part of New Jersey. SJG also makes off-system sales of natural gas
on a wholesale basis to various customers on the interstate pipeline system and
transports natural gas purchased directly from producers or suppliers by some of
its customers.
SJG's service territory includes 112 municipalities throughout Atlantic,
Cape May, Cumberland and Salem Counties and portions of Burlington, Camden and
Gloucester Counties, with an estimated permanent population of 1,007,000.
SJG serves 241,406 residential, commercial and industrial customers (at
December 31, 1994) in southern New Jersey. Gas sales and transportation for
1994 amounted to 74,042,000 Mcf (thousand cubic feet), of which 49,968,000 Mcf
was firm sales and transportation, 7,234,000 Mcf was interruptible sales and
transportation and 16,840,000 Mcf was off system sales. The breakdown of firm
sales includes 39.1% residential, 18.6% commercial, 10.8% cogeneration and
electric generation, 2.7% industrial and other, and 28.8% transportation. At
year-end 1994, SJG served 224,394 residential customers, 16,615 commercial
customers and 397 industrial customers. This includes 1994 net additions of
5,910 residential customers, 409 commercial customers and 20 industrial
customers.
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Under a five-year agreement executed in 1990 with Atlantic Electric, an
electric utility serving southern New Jersey, SJG supplies natural gas to
Atlantic Electric's combustion turbine facility in Cumberland County. This gas
service is being provided under the terms of a firm electric service tariff
approved by the New Jersey Board of Public Utilities (BPU) on a demand/commodity
basis. In 1994, 3.6 Bcf (billion cubic feet) was delivered under this
agreement.
SJG serviced eight cogeneration facilities in 1994. Combined sales and
transportation of natural gas to such customers amounted to approximately 8.7
Bcf in 1994.
During 1994, SJG began making wholesale gas sales for resale to gas
marketers for ultimate delivery to end users. These "off-system" sales were
made possible through the issuance by the Federal Energy Regulatory Commission
(FERC) of Orders No. 547 and 636. Order No. 547 issued a blanket certificate
of public convenience and necessity authorizing all parties, which are not
interstate pipelines, to make FERC jurisdictional gas sales for resale at
negotiated rates, while Order No. 636 allowed SJG to deliver gas at delivery
points on the interstate pipeline system other than its own city gate stations.
During 1994, off-system sales amounted to 16.8 Bcf. Gas supply utilized to make
said sales was gas available in excess of the requirements of on-system
jurisdictional customers.
Supplies of natural gas available to SJG that are in excess of the quantity
required by those customers who use gas as their sole source of fuel (firm
customers) make possible the sale of gas on an interruptible basis to commercial
and industrial customers whose equipment is capable of using natural gas or
other fuels, such as fuel oil and propane. The term "interruptible" is used in
the sense that deliveries of natural gas may be terminated by SJG at any time if
this action is necessary to meet the needs of customers purchasing gas under
firm rate tariffs. Usage by interruptible customers, including off-system
customers, in 1994 amounted to approximately 24.1 Bcf. (Approximately 32.5
percent of the total volume of gas delivered).
No material part of SJG business is dependent upon a single customer or a
few customers.
The majority of the SJG residential customers reside in the
northern and western portions of its service territory in Burlington, Camden,
Salem and Gloucester counties. Approximately 50 percent of new customers
reside in this section of the service territory, which includes the
residential suburbs of Wilmington and Philadelphia. The franchise area to the
east is centered on Atlantic City and the neighboring resort communities in
Atlantic and Cape May counties, which experience large population increases in
the summer months. The impact of the casino gaming industry on the Atlantic
City area has resulted in the creation of new jobs and the expansion of the
residential and commercial infrastructure necessary to support a developing
year-round economy. Atlantic City is experiencing a second wave of development
as a result of casino gaming. The centerpiece of this development is the new
$254 million dollar multi-purpose convention center, accompanied with a planned
billion dollar hotel and entertainment complex. These facilities will be used
to attract large conventions as well as making Atlantic City into a family
resort on a year around basis. The convention center is expected to be in
operation as early as 1996.
Manufacturers or processors of sand, glass, farm products, paints,
chemicals and petroleum products are located in the western and southern
sectors of the service territory. New commercial establishments and high
technology industrial parks and complexes are part of the economic growth of
this area.
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SJG's service area includes parts of the Pinelands region, a
largely undeveloped area in the heart of southern New Jersey. Future
construction in this area is expected to be limited by statute and by a master
plan adopted by the New Jersey Pinelands Commission; however, in terms of
potential growth, significant portions of SJG's service area are not affected by
these limitations.
As a public utility, SJG is subject to regulation by the BPU.
Additionally, the Natural Gas Policy Act, which was enacted in November 1978,
contains provisions for Federal regulation of certain aspects of SJG's business.
SJG is affected by Federal regulation with respect to transportation and pricing
policies applicable to its natural gas supplies from Transcontinental Gas
Pipeline Corporation (Transco), SJG's major supplier, and Columbia Gas
Transmission Corporation (Columbia), since such services are provided under
rates and terms established under the jurisdiction of the FERC.
Retail sales by SJG are made under rate schedules within a tariff filed
with and subject to the jurisdiction of the BPU. These rate schedules provide
primarily for either block rates or demand/commodity rate structures. The
tariff contains provisions permitting SJG to pass on to customers increases and
decreases in the cost of purchased gas supplies. The tariff also contains
provisions permitting the recovery of environmental remediation costs associated
with former gas plant sites and for the adjustment of revenues due to the impact
of degree day fluctuations as prescribed in SJG's tariff structure.
Revenue requirements for ratemaking purposes are established on the basis
of firm and interruptible sales projections. In December 1994, the BPU granted
SJG a rate increase of $12.07 million based on an overall rate of return of
9.51% including an 11.5% return on equity. As part of this rate increase, SJG
is allowed to retain the first $4.0 million of base revenues generated by
interruptible and off-system sales and 20% of base revenues generated by such
sales above that level until it realizes an 11.5% return on equity. Additional
information on regulatory affairs is incorporated by reference to Note 1 on page
14 and Note 9 on pages 17 and 18 of the Company's Annual Report to Shareholders
for the year ended December 31, 1994, which Annual Report is attached to this
report. See Item 14(c)(13).
SJE, a New Jersey corporation, is a wholly owned non-regulated subsidiary
of the Company and is engaged in providing services for the acquisition and
transportation of natural gas for industrial and commercial users.
EMI, a New Jersey corporation, is a holding company that owns all of the
outstanding common stock of The Morie Company, Inc. (Morie Company), and an
inactive company, South Jersey Fuel, Inc. (Fuel Company).
Morie Company, a New Jersey corporation, is engaged in the mining,
processing and marketing of a broad range of industrial and commercial sands and
gravels. Its principal products are glass sand used for manufacturing cookware,
containers and flat glass, foundry sand used as the core and molding medium in
iron and steel foundries, and construction sand and gravels. Morie Company also
produces sandblasting sands, filter sands and gravels, well gravels, special
sand mixes for athletic tracks and golf courses, resin-coated sands, clay
products and a wide variety of specialty products, including ready-mix concrete
and specially processed silica for the electronics industry.
Total customers of Morie Company number in the thousands, and no single
customer accounts for as much as 10% of annual sales. Tonnage sales in 1994
were approximately 12.8% higher than 1993, and Morie Company attributes this
increase to the improving economy as well as additional customers and new
products. Keen competition and railroad deregulation are factors affecting
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prices on a delivered basis. All Morie Company facilities are in good operating
condition and, along with ample high-quality mineral reserves, are capable of
handling expanding markets and of supporting increased market share.
Fuel Company, a New Jersey corporation, sold its operating assets in
November 1985 and is no longer in the business of distributing petroleum
products.
R&T, a New Jersey corporation, is a holding company that owns all the
common stock of R and T Castellini Company, Inc. (Castellini Company), S.W.
Downer, Jr. Company, Inc. (Downer Company), Onshore Construction Company, Inc.
(Onshore), Cape Atlantic Crane Co., Inc. (Cape Atlantic) and, beginning in 1993,
R & T Castellini Construction Company, Inc. (R & T Construction). In 1994,
approximately 45% of R&T net sales related to competitive-bid work performed for
SJG. No other customer accounted for as much as 10% of R&T's consolidated
revenues in 1994.
Castellini Company, a New Jersey corporation, is engaged in the
installation of gas, water and sewer lines, plant maintenance, site work and
environmental cleanup and remediation.
Downer Company, a New Jersey corporation, is engaged in the installation of
gas, water and sewer lines, plant maintenance, site work and environmental
cleanup and remediation.
Onshore, a New Jersey corporation, is principally engaged in the
installation of large diameter pipe, sewerage plants, bridges, dams and other
heavy construction projects.
Cape Atlantic, a New Jersey corporation, is principally engaged in the
rental of cranes.
R & T Construction, a Delaware Corporation, is engaged in the installation
of gas, water and sewer lines, plant maintenance, site work and environmental
cleanup and remediation.
In 1994, the Company made no public announcement of, or otherwise made
public information about, a new product or industry segment that would require
the investment of a material amount of the assets of the Company or which
otherwise was material.
Raw Materials
South Jersey Gas
Pipeline Supply
SJG has direct connections to two interstate pipelines, Transco and
Columbia. During 1994, services provided to SJG from these pipelines along with
same provided by CNG Transmission Corporation (CNG) were subject to changes as
directed by FERC when it issued its Order No. 636 "Pipeline Service Obligations
and Revisions to Regulations Governing Self-Implemented Transportation Under
Part 284 of the Commission's Regulations" issued on April 8, 1992. This order
required significant alterations in the structure of interstate natural gas
pipeline services.
Order No. 636 and its companion series of orders (636-A and 636-B) were
intended by the FERC to complete the transition to a competitive natural gas
industry initiated by the Natural Gas Policy Act of 1978 whereby all natural gas
suppliers are able to compete for gas purchases on an equal footing.
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The pipeline suppliers mentioned above filed Order No. 636 compliance
filings late in 1992 and also submitted revised compliance filings during 1993.
In these compliance filings each pipeline was required to submit a comprehensive
explanation as to how it intended to implement the restructuring of its pipeline
system services.
The FERC subsequently approved these revised compliance filings in time for
the pipelines to implement the provisions of Order No. 636 in advance of the
1993-94 winter heating season.
Transco
Transco, during 1991, unbundled its sales and transportation services as a
result of a FERC approved settlement that was negotiated with its customers. At
that time SJG replaced its Commodity and Demand (CD) gas purchase contract with
Transco with a Firm Transportation (FT) service and a gas purchase agreement (FS
service). The FS service is a FERC approved service that provides a guaranteed
supply of up to 111,869 Mcf per day of gas and gives the Company the option to
buy gas from other suppliers to be transported under the firm transportation
capacity if such supplies are available at lower costs. The initial term of the
FS agreement extends through March 31, 2001.
On December 1, 1994, the Company entered into an NS Service Agreement
(Negotiated Sales Service) with Transco Gas Marketing Company (TGMC) as agent
for TRANSCO. Under the terms and provisions of the NS Service Agreement, the
Company has contract quantity of 30,000 Mcf per day.
The NS service has a limited swing capability whereby prior to the
nomination deadline for the first of the month, the Company must inform TGMC of
the estimated quantity (up to 30,000 Mcf per day) it intends to purchase under
the NS service for the month. The Company is then obligated to take a minimum
55 percent of the daily quantity it nominates multiplied times the number of
days in the month. If the Company takes on any day during the month a quantity
in excess of 81,869 Mcf under its FS Service Agreement, it will forfeit the NS
Demand Credit of $.09 per Mcf for that portion taken above 81,869 Mcf multiplied
times the number of days in the month. The daily quantity taken under a
combination of NS service and FS service cannot exceed 111,869 Mcf per day.
On May 14, 1993, in response to Transco's compliance filing, the FERC
issued an order in Transco's Order No. 636 restructuring proceeding. In said
order, the FERC required, among other things, that Transco unbundle that portion
of its Eminence Storage Field (approximately 3.1 billion cubic feet (Bcf)),
previously reserved for use by Transco in rendering "swing supply" service to
its sales (FS) customers. The FERC also directed that Transco should make its
unbundled Eminence Storage Service (ESS) capacity available on a priority basis
to its existing FS customers and SJG was allocated 316,177 Mcf of this storage
capacity. Through subsequent expansions of the Eminence Storage Field, Transco
has increased the Company's allocation of ESS storage capacity to 480,535 Mcf in
December 1993 and to 633,829 Mcf in December 1994.
In addition to FS and NS service, SJG has a ten-year gas supply agreement
with Vastar Gas Marketing (Vastar - formerly Arco Natural Gas) for delivery to
its service territory by way of Transco FT service.
Since the 1992-93 winter season, SJG began receiving delivery of up to
24,700 Mcf per day of gas under a firm transportation agreement that was entered
into with Transco as part of the Texas Gas-CNG Transmission-Transco project that
was developed to provide additional firm pipeline capacity to
deliver gas to the U.S. Northeast under Transco's Rate Schedule FT-NT. The gas
source that is available for transportation on the Transco-CNG Transmission-
Texas Gas pipeline capacity is purchased from Amerada Hess under a 15 year gas
supply agreement.
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Additionally, SJG has a winter season peaking transportation service on the
Transco system which is available for the period December 1 through the last day
of February of each year. SJG's maximum daily entitlement under this service is
2,900 Mcf per day. SJG can transport third party gas via said service and has
contracted with Amerada Hess for a long-term firm gas supply to fill its
capacity during each winter season.
Columbia
As part of its FERC Order No. 636 restructuring, Columbia unbundled its
traditional sales service from its firm transportation service and as such has
eliminated its previous long term sales service under Rate Schedule CDS. SJG
previously held a CDS sales agreement with Columbia which provided for a maximum
daily sales entitlement of 33,816 Mcf per day. As a result of Columbia's
restructuring, SJG has been assigned an equivalent 33,816 Mcf per day of firm
transportation capacity on both Columbia and its affiliate Columbia Gulf
Transmission Company (Columbia Gulf).
As a result of the above, in 1993, SJG entered into long-term gas purchase
agreements with Vastar, Texaco Natural Gas (formerly Texaco Gas Marketing) and
Union Pacific Fuels for a total of 33,816 Mcf of gas per day to fill this firm
pipeline capacity on the Columbia and Columbia Gulf pipeline systems.
Additionally during 1993, 483,092 Mcf of storage capacity previously
rendered to SJG under Columbia's Rate Schedule WS was converted to storage
service rendered under Rate Schedule FSS on a one-for-one basis.
On July 31, 1991, Columbia and its parent, Columbia Gas Systems, Inc. filed
for Chapter 11 bankruptcy protection. Columbia has stated to its customers that
it would fulfil all contractual obligations pending reorganization. To date
Columbia has met all contractual obligations and it is anticipated this will be
the case in the future.
On January 18, 1994 Columbia filed a reorganization plan with the U.S.
Bankruptcy Court for the District of Delaware. An order on this filing is still
pending.
CNG
As part of its Order No. 636 restructuring, CNG has abandoned gas sales
service under its Rate Schedule SCQ. SJG previously had an SCQ Service
Agreement with CNG which provided for the delivery of 9,662 Mcf per day to
Transco at Leidy, PA for ultimate delivery to the Company during the period
November 16 through March 31 of each winter season. As a result of Order No.
636 CNG has replaced the 9,662 Mcf per day of SCQ sales service with 5,357 Mcf
per day of Firm Transportation (FT) service from various Appalachian aggregation
points located in Pennsylvania and West Virginia and 408,670 Mcf of storage
capacity with 4,305 Mcf per day of storage withdrawal demand in CNG's GSS
Storage Service. In 1993, to facilitate the utilization of these new services,
SJG entered into separate gas sales and capacity management agreements with CNG
Energy Services (formerly CNG Gas Services Corporation), a non-jurisdictional
affiliate of CNG. Through these agreements SJG has assigned to CNG Energy
Services its pipeline FT and storage entitlements on the CNG pipeline system for
use to provide SJG with up to 9,662 Mcf per day of gas during the winter
seasons, November 16 through March 31 of each year.
Peak-Day Supply
SJG plans for a winter season peak-day demand on the basis of an average
daily temperature of 5 degrees F. Gas demand on such a design day was estimated
for the 1994-95 winter season to be 373,741 Mcf versus a design day supply of
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400,521 Mcf. On January 19, 1994, SJG experienced its highest peak-day demand
of 366,382 Mcf with an average temperature of 2.68 degrees F.
Storage Services
In addition to its normal gas suppliers, SJG has nine storage services that
are capable of storing 11.7 Bcf of gas and provide a total daily delivery
capacity of 111,526 Mcf. While these storage services do not represent an
additional source of gas, they do provide SJG with flexibility to acquire gas
during periods of low demand and store it until it is needed during winter
heating seasons and other times of high demand.
SJG has the following contracts for gas storage service:
Contract Term Storage Capacity
1972 - 1995 1,362,980 Mcf
1980 - 1998 4,257,135 Mcf
Year-to-Year 137,813 Mcf
Year-to-Year 207,770 Mcf (1)
1984 - 1995 1,182,609 Mcf
1987 - 2002 500,000 Mcf
1988 - 2008 1,307,400 Mcf
1989 - 2009 1,099,346 Mcf
1990 - 2005 1,705,000 Mcf
(1) Contract is for storage of liquefied natural gas; the amount shown is
natural gas equivalent.
Supplemental Gas Supplies
In 1994, SJG injected 310,946 Mcf of vaporized liquefied natural gas (LNG)
into its distribution system from its McKee City, New Jersey LNG facility. This
LNG was obtained through a long-term LNG purchase agreement with Distrigas of
Massachusetts Corporation and from gas liquefaction service that was provided by
Transco.
SJG's three propane-air vaporization plants enable it to augment natural
gas supplies during periods of peak demand by vaporizing liquid propane and
mixing the vaporized propane with air to form a gas that is compatible with
natural gas. During 1994, 17,908 Mcf of propane-air gas was utilized by SJG.
Gas Prices
During 1994 SJG purchased and had delivered to it approximately 55.3 Bcf of
natural gas for distribution to its customers in New Jersey. Of this total,
41.4 Bcf was transported on the Transco pipeline system and 13.9 Bcf was
transported on the Columbia pipeline system.
The Company's average cost of gas purchased in 1994 was $3.09 per Mcf,
which unit cost includes all demand and commodity charges.
Energy & Minerals, Inc.
Morie Company
Morie Company obtains substantially all of the materials which it
processes from its owned or leased properties in New Jersey, Tennessee,
Georgia and Alabama. (See Item 2. "Properties.")
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R&T
Raw materials are not significant to the operations of the R&T Companies.
Patents and Franchises
SJG holds nonexclusive franchises granted by municipalities in the seven-
county area of southern New Jersey that it serves. No other natural gas public
utility presently serves the territory covered by SJG's franchises. Otherwise,
patents, trademarks, licenses, franchises and concessions are not material to
the business of the Company or any of its subsidiaries.
Seasonal Aspects
SJG experiences seasonal fluctuations in sales when selling
fuel for heating purposes. SJG meets this seasonal fluctuation
in demand from its firm customers by buying and storing gas during the summer
months, and by drawing from storage and purchasing supplemental supplies
during the heating season. As a result of this seasonality, SJG experiences
reductions of revenues and net income during the second and third quarters of
the year.
Morie Company's mining activities in New Jersey and Tennessee are
normally curtailed during the winter months. Sales during the winter months
are made from inventories accumulated during the previous months. Nevertheless,
the volume of sales during the winter is lower than the volume of sales made
during other seasons, particularly the summer, and Morie Company regularly
shows reductions in revenues and net income during the winter season.
The utility and general construction companies of R&T experience lower
construction activity during the winter months as construction activity in the
northeast is usually reduced or curtailed because of colder temperatures.
Working Capital Practices
As previously indicated under Seasonal Aspects, SJG buys and stores natural
gas during the summer months. These purchases are financed by short-term loans
which are substantially paid down during the winter months when gas revenues are
higher. Reference is also made to "Liquidity" on pages 20 and 21 of the
Company's Annual Report to Shareholders for the year ended December 31, 1994,
which annual report is attached to this report. See Item 14(c)(13).
Customers
Except for R&T, no material part of the Company's business or that of any
of its subsidiaries is dependent upon a single customer or a few customers, the
loss of which would have a material adverse effect on any such business. (See
pages
3 and 5).
Backlog
Backlog is not material to an understanding of the Company's business or
that of any of its subsidiaries.
Government Contracts
No material portion of the business of the Company or any of its
subsidiaries is subject to renegotiation of profits or termination of
contracts or subcontracts at the election of any government.
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Competition
Although the SJG franchises are nonexclusive, none of its service territory
is presently served by any other natural gas public utility. Competition does
exist, however, from suppliers of oil, propane and electricity for residential,
commercial and industrial uses. Additional competition for certain industrial
gas sales may result from the implementation of the "open access" provision of
the FERC Order No. 636 which unbundled the services which are provided by
interstate pipeline suppliers; although the full effect of unbundling is not yet
known, SJG has dealt with the unbundled structure since 1991 and believes it has
structured its rates to enable it to compete effectively with any marketer
within the service territory of SJG.
Morie Company competes with a number of other sand and gravel mining
companies in the eastern part of the United States.
SJE competes with a number of other marketors/brokers to supply gas to end
users including SJG and other utilities
The operating companies of R&T Group compete with a number of other
utility and general construction companies.
Research
During the last three fiscal years, neither the Company nor any of its
subsidiaries engaged in research activities to any material extent.
Environmental Matters
Information on environmental matters for SJI and its subsidiaries is
incorporated by reference to Note 9 on pages 17 and 18 of the Company's Annual
Report to Shareholders for the year ended December 31, 1994, which Annual Report
is attached to this report. See Item 14(c)(13).
EMI and its subsidiaries are subject to, and have a corporate policy of
compliance with, legislation and regulation by federal, state and local
authorities with regard to air and water quality control, and other
environmental considerations. Expenditures for environmental purposes are
not expected to materially affect future operations or earnings.
At December 31, 1994, Morie Company had an accrued land reclamation
liability of $978,000 for lands currently being mined. Morie Company believes
that it is in substantial compliance with all applicable environmental laws
and regulations.
Employees
The Company and its subsidiaries had a total of 1,105 employees as of
December 31, 1994.
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Financial Information About Foreign and Domestic Operations and Export Sales
The Company has no foreign operations and export sales have not been a
significant part of the Company's business.
Item 2. Properties
The principal property of SJG consists of its gas transmission and
distribution systems that include mains, service connections and meters. The
transmission facilities carry the gas from the connections with Transco and
Columbia to SJG's distribution systems for delivery to customers. As of
December 31, 1994, there were approximately 343 miles of mains in the
transmission systems and 4,476 miles of mains in the distribution systems.
SJG owns office and service buildings, including its corporate
headquarters, at eight locations in the territory, a liquefied natural gas
storage and vaporization facility, and three propane-air vaporization plants.
Also, SJG owns a bus parking lot in Atlantic City, N.J.
As of December 31, 1994, the SJG utility plant had a gross book value of
$506,409,713 and a net book value, after accumulated depreciation, of
$370,298,124. In 1994, $36,247,958 was spent on additions to utility plant and
there were retirements of property having an aggregate gross book cost of
$3,537,268. Construction expenditures for 1995 are currently expected to
approximate $31.2 million.
Virtually all of the SJG transmission pipeline, distribution mains and
service connections are in streets or highways or on the property of others.
The SJG transmission and distribution systems are maintained under franchises or
permits or rights-of-way, many of which are perpetual. The SJG properties
(other than property specifically excluded) are subject to a lien of mortgage
under which its first mortgage bonds are outstanding. Such properties are well-
maintained and in good operating condition.
EMI owns two properties in Atlantic City, N.J., one of which includes
commercial space that is being rented to others. EMI also owns and rents to
others two commercial properties in Millville, N.J., one of which is rented to
Morie Company.
Morie Company owns eleven plants, seven of which are located in New Jersey,
two in Tennessee, one in Georgia and one in Alabama. The Morie Company owns
approximately 6,000 acres of land and leases approximately 4,800 acres of land.
The combined acreage includes approximately 1,450 acres of mineable reserves.
The mineral leases typically grant the right to mine sand and gravel for an
initial period with several renewal options. The mineral leases typically
provide for a royalty per ton mined and sold. Morie Company estimates its
proven reserves of sand at approximately 130,800,000 tons of raw aggregates
which may be profitably extracted and processed, based on present methods of
operation and prevailing prices. Reserves have been estimated on the basis of
laboratory and field analyses of samples produced by techniques such as split
spoon, core drillings and excavating experience on the sites.
R&T operating companies share land and buildings at two principal
locations used for administrative operations and housing facilities for
vehicles, heavy equipment and supplies.
-11-
The Company owns approximately 139 acres of land in Folsom, New Jersey,
approximately 9.29 acres of land in Linwood, New Jersey, and an office building
in Chester, Pennsylvania.
Item 3. Legal Proceedings
The Company is not aware of any pending or potential legal proceedings
that it believes will have a material effect on its operations or consolidated
financial position. Reference is made to Note 9 on pages 17 and 18 of the
Company's Annual Report to Shareholders for the year ended December 31, 1994,
which Annual Report is attached to this report. See Item 14(c)(13).
Item 4. Submission Of Matters To A Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of the 1994 fiscal year.
Item 4-A. Executive Officers (Other Than Directors) of the Registrant
Name Age Positions with the Company
Gerald S. Levitt 50 Vice President
George L. Baulig 52 Secretary and
Assistant Treasurer
Richard B. Tonielli 55 Treasurer
There is no family relationship among the officers of the registrant.
Gerald S. Levitt was elected Vice President of the Company and Senior
Vice President of South Jersey Gas effective November 1, 1983. He has served
as Chief Financial Officer of the Company since October 1, 1989. He was
elected Executive Vice President of South Jersey Gas on November 1, 1986. Mr.
Levitt was Vice President of EMI from November 1983 to November 1986. Mr.
Levitt is also a member of the Board of Directors of Morie Company.
Richard B. Tonielli was elected Treasurer of the Company effective
September 1981. He has served as Senior Vice President, Finance since April 1,
1988 and he has served in other officer positions of South Jersey Gas since
1983. Mr. Tonielli serves as Vice President and Treasurer of EMI (September
1981 to date) and Treasurer of R&T Group, Inc. (October 1989 to date).
George L. Baulig was elected Secretary and Assistant Treasurer of the
Company, South Jersey Gas and EMI effective November 1, 1980. Mr. Baulig is
also Secretary of R&T Group, Inc. (October 1989 to date), South Jersey Energy
Company and Morie Company.
Executive officers of the Company are elected annually and serve at the
pleasure of the Board of Directors.
-12-
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
Information required by this Item is incorporated by reference to Note 6
on page 17 and the bottom of page 22 of the Company's Annual Report to
Shareholders for the year ended December 31, 1994, which Annual Report is
attached to this report. See Item 14(c)(13).
Item 6. Selected Financial Data
Information required by this Item is incorporated by reference to page 1
of the Company's Annual Report to Shareholders for the year ended December 31,
1994, which Annual Report is attached to this report. See Item 14(c)(13).
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Information required by this Item is incorporated by reference to pages
19, 20 and 21 of the Company's Annual Report to Shareholders for the year ended
December 31, 1994, which Annual Report is attached to this report. See Item
14(c)(13).
Item 8. Financial Statements and Supplementary Data
Information required by this Item is incorporated by reference to pages
10 through 19 and page 22 of the Company's Annual Report to Shareholders for
the year ended December 31, 1994, which Annual Report is attached to this
report. See Item 14(c)(13).
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
-13-
PART III
Item 10. Directors and Executive Officers of the Registrant
Information required by this Item relating to the directors of the
Company is incorporated by reference to pages 2 through 6 of the Company's
definitive Proxy Statement, dated March 8, 1995, filed with the Commission,
File number 1-6364, in connection with the Company's 1995 Annual Meeting of
Shareholders. Information required by this Item relating to the executive
officers (other than Directors) of the Company is set forth in Item 4-A of
this report.
Item 11. Executive Compensation
Information required by this Item is incorporated by reference to pages
5 through 10 (except for the Report of the Compensation/Pension Committee on
pages 9 and 10, and the Stock Performance Graph on page 10, which are not so
incorporated) of the Company's definitive Proxy Statement, dated March 8, 1995,
filed with the Commission, File number 1-6364, in connection with the Company's
1995 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this Item is incorporated by reference to pages
2 through 6 of the Company's definitive Proxy Statement, dated March 8, 1995,
filed with the Commission, File number 1-6364, in connection with the
Company's 1995 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
Information required by this Item is incorporated by reference to page 6 of
the company's definitive Proxy Statement, dated March 8, 1995, filed with the
Commission, File number 1-6364, in connection with the Company's 1995 Annual
Meeting of Shareholders.
-14-
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
(a) Listed below are all financial statements and schedules filed as
part of this report:
1 - The consolidated financial statements and notes to consolidated
financial statements together with the report thereon of Deloitte
& Touche LLP, dated February 15, 1995, are incorporated herein by
reference to pages 10 through 19 of the Company's Annual Report to
Shareholders for the year ended December 31, 1994, which Annual Report
is attached to this report. See Item 14(c)(13).
2 - Supplementary Financial Information Page(s)
Information regarding selected quarterly financial
data is incorporated herein by reference to page 22 of
the Company's Annual Report to Shareholders for the year
ended December 31, 1994, which Annual Report is
attached to this report. See Item 14(c)(13).
Supplemental Schedules as of December 31, 1994, 1993 and 1992
and for the three years ended December 31, 1994, 1993, and 1992:
The Independent Auditors' Report of Deloitte & Touche LLP,
Auditors of the Company 25
Schedule II - Valuation and Qualifying Accounts 26
(All Schedules, other than that listed above, are
omitted because the information called for is
included in the financial statements filed or
because they are not applicable or are not
required. Separate financial statements are
not presented because all consolidated subsidiaries
are wholly-owned.)
3 - See Item 14(c)(13)
(b) No reports on Form 8-K have been filed by the Company during the quarter
ended December 31, 1994.
-15-
(c) List of Exhibits (Exhibit Number is in Accordance with the Exhibit Table
in Item 601 of Regulation S-K)
Exhibit Incorporated by Reference From
Number Exhibit Reference Document
(3)(a)(i) Certificate of Incorporation (4)(a) Form S-2
of the Company, as amended (2-91515)
through April 19, 1984.
(3)(a)(ii) Amendment to Certificate of (4)(e)(1) Form S-3
Incorporation relating to (33-1320)
two-for-one stock split
effective as of April 28,
1987.
(3)(a)(iii) Amendment to Certificate of (4)(e)(2) Form S-3
Incorporation relating to (33-1320)
director and officer
liability.
(3)(b) Bylaws of the Company as
amended and restated
through April 20, 1995
(filed herewith).
(4)(a) Form of Stock Certificate (4)(a) Form 10-K
for common stock. for 1985
(1-6364)
(4)(b)(i) First Mortgage Indenture (4)(b)(i) Form 10-K
dated October 1, 1947. for 1987
(1-6364)
(4)(b)(vii) Form of South Jersey Gas (4)(b)(vii) Form 10-K
Company First Mortgage for 1980
Bond, 8-1/4% Series due 1996. (1-6364)
(4)(b)(viii) Form of South Jersey Gas (4)(b)(viii) Form 10-K
Company First Mortgage for 1980
Bond, 8-1/4% Series due 1998. (1-6364)
(4)(b)(x) Twelfth Supplemental Inden- 5(b) Form S-7
ture, dated as of June 1, (2-68038)
1980.
-16-
Exhibit Incorporated by Reference From
Number Exhibit Reference Document
(4)(b)(xii) Fifteenth Supplemental (4)(b)(xiii) Form 10-K
Indenture, dated July for 1986
1, 1986, 9.2% Series (1-6364)
due 1998.
(4)(b)(xiv) Sixteenth Supplemental (4)(b)(xv) Form 10-Q
Indenture dated as of for quarter
April 1, 1988, 10-1/4% ended
Series due 2008. March 31,
1988 (1-6364)
(4)(b)(xv) Seventeenth Supplemental (4)(b)(xv) Form 10-K
Indenture dated as of for 1989
May 1, 1989. (1-6364)
(4)(b)(xvi) Eighteenth Supplemental (4)(e) Form S-3
Indenture, dated as of (33-36581)
March 1, 1990.
(4)(b)(xvii) Nineteenth Supplemental (4)(b)(xvii) Form 10-K
Indenture, dated as of for 1992
April 1, 1992. (1-6364)
(4)(b)(xviii) Twentieth Supplemental (4)(b)(xviii) Form 10-K
Indenture, dated as of for 1993
June 1, 1993. (1-6364)
(4)(c) Indenture dated as of
January 31, 1995; 8.60%
Debenture Notes due
February 1, 2010
(filed herewith).
(9) None
(10)(d) Gas storage agreement (GSS) (10)(d) Form 10-K
between South Jersey Gas for 1993
Company and Transco, (1-6364)
dated October 1, 1993.
(10)(e) Gas storage agreement (S-2) (5)(h) Form S-7
between South Jersey Gas (2-56223)
Company and Transco,
dated December 16, 1953.
(10)(f) Gas storage agreement (LG-A) (5)(f) Form S-7
between South Jersey Gas (2-56223)
Company and Transco,
dated June 3, 1974.
-17-
Exhibit Incorporated by Reference From
Number Exhibit Reference Document
(10)(h) Gas storage agreement (WSS) (10)(h) Form 10-K
between South Jersey Gas for 1991
Company and Transco, dated (1-6364)
August 1, 1991.
(10)(i) Gas storage agreement (LSS) (10)(i) Form 10-K
between South Jersey Gas for 1993
Company and Transco, (1-6364)
dated October 1, 1993.
(10)(i)(a) Gas storage agreement (10)(i)(a) Form 10-K
(SS-1) between South Jersey for 1988
Gas Company and Transco, (1-6364)
dated May 10, 1987 (effective
April 1, 1988).
(10)(i)(b) Gas storage agreement (10)(i)(b) Form 10-K
(ESS) between South Jersey for 1993
Gas Company and Transco, (1-6364)
dated November 1, 1993.
(10)(i)(c) Gas transportation service (10)(i)(c) Form 10-K
agreement between South for 1989
Jersey Gas Company and (1-6364)
Transco, dated April 1,
1986.
(10)(i)(e) Service agreement (FS) (10)(i)(e) Form 10-K
between South Jersey Gas for 1991
Company and Transco, dated (1-6364)
August 1, 1991.
(10)(i)(f) Service agreement (FT) (10)(i)(f) Form 10-K
between South Jersey Gas for 1991
Company and Transco, dated (1-6364)
February 1, 1992.
(10)(i)(g) Service agreement (10)(i)(g) Form 10-K
(Incremental FT) for 1991
between South Jersey Gas Company (1-6364)
and Transco, dated August 1,
1991.
(10)(i)(i) Gas storage agreement (SS-2) (10)(i)(i) Form 10-K
between South Jersey Gas for 1991
company and Transco, dated (1-6364)
July 25, 1990.
-18-
Exhibit Incorporated by Reference From
Number Exhibit Reference Document
(10)(i)(j) Gas Transportation Service (10)(i)(j) Form 10-K
Agreement between South for 1993
Jersey Gas Company and (1-6364)
Transco, dated December 20,
1991.
(10)(i)(k) Amendment to Gas (10)(i)(k) Form 10-K
Transportation Agreement, for 1993
dated December 20, 1991 (1-6364)
between South Jersey Gas
Company and Transco, dated
October 5, 1993.
(10)(j)(a) Gas Transportation Service (10)(j)(a) Form 10-K
Agreement (FTS) between South for 1989
Jersey Gas Company and (1-6364)
Equitable Gas Company,
dated November 1, 1986.
(10)(k)(h) Gas Transportation Service (10)(k)(h) Form 10-K
Agreement (TF) between for 1993
South Jersey Gas Company (1-6364)
CNG Transmission Corporation
dated October 1, 1993.
(10)(k)(i) Gas purchase agreement (10)(k)(i) Form 10-K
between South Jersey Gas for 1989
Company and ARCO Gas Market- (1-6364)
ing, Inc., dated March 5, 1990.
(10)(k)(k) Gas Transportation Service (10)(k)(k) Form 10-K
Agreement (FTS 1) between for 1993
South Jersey Gas Company and (1-6364)
Columbia Gulf Transmission
Company, dated November 1,
1993.
(10)(k)(l) Assignment Agreement (10)(k)(i) Form 10-K
capacity and service rights for 1993
(FTS-2) between South Jersey (1-6364)
Gas Company and Columbia
Gulf Transmission Company,
dated November 1, 1993.
-19-
Exhibit Incorporated by Reference From
Number Exhibit Reference Document
(10)(k)(m) FTS Service Agreement (10)(k)(m) Form 10-K
No. 39556 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(n) FTS Service Agreement (10)(k)(n) Form 10-K
No. 38099 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(o) NTS Service Agreement (10)(k)(o) Form 10-K
No. 39305 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(p) FSS Service Agreement (10)(k)(p) Form 10-K
No. 38130 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(q) SST Service Agreement (10)(k)(q) Form 10-K
No. 38086 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(r) NS (Negotiated Sales) Service
Agreement dated December
1, 1994 between South Jersey
Gas Company and Transco Gas
Marketing Company as agent
for Transcontinental Gas
Pipe Line
(filed herewith).
-20-
Exhibit Incorporated by Reference From
Number Exhibit Reference Document
(10)(l) Deferred Payment Plan for
Directors of South Jersey
Industries, Inc., South
Jersey Gas Company, Energy
& Minerals, Inc., R&T Group,
Inc. and South Jersey Energy
Company as amended and
restated October 21, 1994
(filed herewith).
(10)(l)(a) Form of Deferred Compen- (10)(j)(a) Form 10-K
sation Agreement between for 1980
the Company and/or a sub- (1-6364)
sidiary and eleven of its
officers.
(10)(l)(b) Schedule of Deferred Com- (10)(l)(b) Form 10-K
pensation Agreements. for 1992
(1-6364)
(10)(l)(c) Supplemental Executive (10)(l)(c) Form 10-K
Retirement Program, as for 1992
amended and restated ef- (1-6364)
fective September 1, 1991,
and form of Agreement
between certain Company
or subsidiary Company officers.
(10)(l)(d) Form of Officer Employment
Agreement between certain
officers and either the Company
or its Subsidiaries
(filed herewith).
(10)(l)(e) Schedule of Officer
Employment Agreements
(filed herewith).
(10)(l)(f) Officer Severance Benefit (10)(l)(g) Form 10-K
Program for all officers. for 1985
(1-6364)
(10)(l)(g) Discretionary Incentive (10(l)(h) Form 10-K
Bonus Program for all for 1985
officers and management (1-6364)
employees.
(10)(l)(h) The 1987 Stock Option and (10)(l)(i) Form 10-K
Stock Appreciation Rights for 1987
Plan including Form of (1-6364)
Agreement.
-21-
Exhibit Incorporated by Reference From
Number Exhibit Reference Document
(10)(p) Retirement Plan for Non- (10)(p) Form 10-K
employee Members of the for 1988
Board of Directors. (1-6364)
(10)(q) Executive Employment
Agreement dated June 17,
1994 between the Company
and William F. Ryan, President
and Chief Executive Officer
(filed herewith).
(11) Not Applicable
(12) Calculation of Ratio of
Earnings to Fixed Charges
(Before Federal Income
Taxes) (filed herewith).
(13) The Annual Report to
Shareholders of the Company
for the year ended December 31,
1994 is filed as an exhibit
hereto solely to the extent
portions are specifically
incorporated by reference
herein.
(16) Not Applicable
(18) Not Applicable
(21) Subsidiaries of the Registrant
(filed herewith).
(22) None
(23) Independent Auditors'
Consent (filed herewith).
(24) Power of Attorney (filed
herewith).
(27) Financial Data Schedule
(Submitted only in electronic
format to the Securities
and Exchange Commission.
(99) None
-22-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SOUTH JERSEY INDUSTRIES, INC.
BY /s/ G. S. Levitt
G. S. Levitt, Vice President
Date March 27, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ William F. Ryan President and Director March 27, 1995
(William F. Ryan) (Principal Executive Officer)
/s/ G. S. Levitt Vice President March 27, 1995
(G. S. Levitt) (Principal Financial Officer)
/s/ Richard B. Tonielli Treasurer (Principal March 27, 1995
(Richard B. Tonielli) Accounting Officer)
/s/ Frank L. Bradley, Jr. Director March 27, 1995
(Frank L. Bradley, Jr.)
/s/ Richard L. Dunham Director March 27, 1995
(Richard L. Dunham)
/s/ W. Cary Edwards Director March 27, 1995
(W. Cary Edwards)
/s/ Thomas L. Glenn, Jr. Director March 27, 1995
(Thomas L. Glenn, Jr.)
/s/ Vincent E. Hoyer Director March 27, 1995
(Vincent E. Hoyer)
/s/ Herman D. James Director March 27, 1995
(Herman D. James)
/s/ Marilyn Ware Lewis Director March 27, 1995
(Marilyn Ware Lewis)
/s/ Clarence D. McCormick Director March 27, 1995
(Clarence D. McCormick)
-23-
/s/ Peter M. Mitchell Director March 27, 1995
(Peter M. Mitchell)
/s/ Jackson Neall Director March 27, 1995
(Jackson Neall)
/s/ Shirli M. Vioni Director March 27, 1995
(Shirli M. Vioni)
-24-
INDEPENDENT AUDITORS' REPORT
South Jersey Industries, Inc.:
We have audited the consolidated financial statements of South Jersey
Industries, Inc. and its subsidiaries as of December 31, 1994 and 1993 and for
each of the three years in the period ended December 31, 1994 and have issued
our report thereon dated February 15, 1995, which report includes an explanatory
paragraph as to the Company changing its method of accounting for income taxes,
effective January 1, 1993, to conform with Statement of Financial Standards No.
109 and its method of accounting for postretirement benefits other than
pensions, effective January 1, 1993, to conform with Statement of Financial
Accounting Standards No. 106; such financial statements and report are included
in your 1994 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of South
Jersey Industries, Inc. and its subsidiaries, listed in Item 14. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 15, 1995
-25-
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Col. A. Col. B. Col. C. Col. D. Col. E.
------------------------------------------------------------------------------------------------------------------------------
Additions
---------
(1) (2)
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts- Deductions- End
Classification of Period Expenses Describe * Describe ** of Period
------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
Provision for Uncollectible Accounts $ 1,026,329 $ 1,292,762 $ 388,104 $ 1,716,067 $ 991,128
YEAR ENDED DECEMBER 31, 1993
Provision for Uncollectible Accounts $ 1,071,200 $ 912,929 $ 320,337 $ 1,278,137 $ 1,026,329
YEAR ENDED DECEMBER 31, 1992
Provision for Uncollectible Accounts $ 1,162,200 $ 1,090,310 $ 562,613 $ 1,743,923 $ 1,071,200
* Recoveries of accounts previously written off and minor adjustments.
** Uncollectible accounts written off.
-26-
SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(3)(a)(i) Certificate of Incorporation (4)(a) Form S-2
of the Company, as amended (2-91515)
through April 19, 1984.
(3)(a)(ii) Amendment to Certificate of (4)(e)(1) Form S-3
Incorporation relating to (33-1320)
two-for-one stock split
effective as of April 28,
1987.
(3)(a)(iii) Amendment to Certificate of (4)(e)(2) Form S-3
Incorporation relating to (33-1320)
director and officer
liability.
(3)(b) Bylaws of the Company as
amended and restated
through April 20, 1995
(filed herewith).
(4)(a) Form of Stock Certificate (4)(a) Form 10-K
for common stock. for 1985
(1-6364)
(4)(b)(i) First Mortgage Indenture (4)(b)(i) Form 10-K
dated October 1, 1947. for 1987
(1-6364)
(4)(b)(vii) Form of South Jersey Gas (4)(b)(vii) Form 10-K
Company First Mortgage for 1980
Bond, 8-1/4% Series due 1996. (1-6364)
(4)(b)(viii) Form of South Jersey Gas (4)(b)(viii) Form 10-K
Company First Mortgage for 1980
Bond, 8-1/4% Series due 1998. (1-6364)
(4)(b)(x) Twelfth Supplemental Inden- 5(b) Form S-7
ture, dated as of June 1, (2-68038)
1980.
-27-
SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(4)(b)(xii) Fifteenth Supplemental (4)(b)(xiii) Form 10-K
Indenture, dated July for 1986
1, 1986, 9.2% Series (1-6364)
due 1998.
(4)(b)(xiv) Sixteenth Supplemental (4)(b)(xv) Form 10-Q
Indenture dated as of for quarter
April 1, 1988, 10-1/4% ended
Series due 2008. March 31,
1988 (1-6364)
(4)(b)(xv) Seventeenth Supplemental (4)(b)(xv) Form 10-K
Indenture dated as of for 1989
May 1, 1989. (1-6364)
(4)(b)(xvi) Eighteenth Supplemental (4)(e) Form S-3
Indenture, dated as of (33-36581)
March 1, 1990.
(4)(b)(xvii) Nineteenth Supplemental (4)(b)(xvii) Form 10-K
Indenture, dated as of for 1992
April 1, 1992. (1-6364)
(4)(b)(xviii) Twentieth Supplemental (4)(b)(xviii) Form 10-K
Indenture, dated as of for 1993
June 1, 1993. (1-6364)
(4)(c) Indenture dated as of
January 31, 1995; 8.60%
Debenture Notes due
February 1, 2010
(filed herewith).
(9) None
(10)(d) Gas storage agreement (GSS) (10)(d) Form 10-K
between South Jersey Gas for 1993
Company and Transco, (1-6364)
dated October 1, 1993.
-28-
SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(10)(e) Gas storage agreement (S-2) (5)(h) Form S-7
between South Jersey Gas (2-56223)
Company and Transco,
dated December 16, 1953.
(10)(f) Gas storage agreement (LG-A) (5)(f) Form S-7
between South Jersey Gas (2-56223)
Company and Transco,
dated June 3, 1974.
(10)(h) Gas storage agreement (WSS) (10)(h) Form 10-K
between South Jersey Gas for 1991
Company and Transco, dated (1-6364)
August 1, 1991.
(10)(i) Gas storage agreement (LSS) (10)(i) Form 10-K
between South Jersey Gas for 1993
Company and Transco, (1-6364)
dated October 1, 1993.
(10)(i)(a) Gas storage agreement (10)(i)(a) Form 10-K
(SS-1) between South Jersey for 1988
Gas Company and Transco, (1-6364)
dated May 10, 1987 (effective
April 1, 1988).
(10)(i)(b) Gas storage agreement (10)(i)(b) Form 10-K
(ESS) between South Jersey for 1993
Gas Company and Transco, (1-6364)
dated November 1, 1993.
(10)(i)(c) Gas transportation service (10)(i)(c) Form 10-K
agreement between South for 1989
Jersey Gas Company and (1-6364)
Transco, dated April 1,
1986.
(10)(i)(e) Service agreement (FS) (10)(i)(e) Form 10-K
between South Jersey Gas for 1991
Company and Transco, dated (1-6364)
August 1, 1991.
-29-
SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(10)(i)(f) Service agreement (FT) (10)(i)(f) Form 10-K
between South Jersey Gas for 1991
Company and Transco, dated (1-6364)
February 1, 1992.
(10)(i)(g) Service agreement (10)(i)(g) Form 10-K
(Incremental FT) for 1991
between South Jersey Gas Company (1-6364)
and Transco, dated August 1,
1991.
(10)(i)(i) Gas storage agreement (SS-2) (10)(i)(i) Form 10-K
between South Jersey Gas for 1991
company and Transco, dated (1-6364)
July 25, 1990.
(10)(i)(j) Gas Transportation Service (10)(i)(j) Form 10-K
Agreement between South for 1993
Jersey Gas Company and (1-6364)
Transco, dated December 20,
1991.
(10)(i)(k) Amendment to Gas (10)(i)(k) Form 10-K
Transportation Agreement, for 1993
dated December 20, 1991 (1-6364)
between South Jersey Gas
Company and Transco, dated
October 5, 1993.
(10)(j)(a) Gas Transportation Service (10)(j)(a) Form 10-K
Agreement (FTS) between South for 1989
Jersey Gas Company and (1-6364)
Equitable Gas Company,
dated November 1, 1986.
(10)(k)(h) Gas Transportation Service (10)(k)(h) Form 10-K
Agreement (TF) between for 1993
South Jersey Gas Company (1-6364)
CNG Transmission Corporation
dated October 1, 1993.
-30-
SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(10)(k)(i) Gas purchase agreement (10)(k)(i) Form 10-K
between South Jersey Gas for 1989
Company and ARCO Gas Market- (1-6364)
ing, Inc., dated March 5, 1990.
(10)(k)(k) Gas Transportation Service (10)(k)(k) Form 10-K
Agreement (FTS 1) between for 1993
South Jersey Gas Company and (1-6364)
Columbia Gulf Transmission
Company, dated November 1,
1993.
(10)(k)(l) Assignment Agreement (10)(k)(i) Form 10-K
capacity and service rights for 1993
(FTS-2) between South Jersey (1-6364)
Gas Company and Columbia
Gulf Transmission Company,
dated November 1, 1993.
(10)(k)(m) FTS Service Agreement (10)(k)(m) Form 10-K
No. 39556 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(n) FTS Service Agreement (10)(k)(n) Form 10-K
No. 38099 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(o) NTS Service Agreement (10)(k)(o) Form 10-K
No. 39305 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
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SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(10)(k)(p) FSS Service Agreement (10)(k)(p) Form 10-K
No. 38130 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(q) SST Service Agreement (10)(k)(q) Form 10-K
No. 38086 between South for 1993
Jersey Gas Company and (1-6364)
Columbia Gas Transmission
Corporation, dated
November 1, 1993.
(10)(k)(r) NS (Negotiated Sales) Service
Agreement dated December
1, 1994 between South Jersey
Gas Company and Transco Gas
Marketing Company as agent
for Transcontinental Gas
Pipe Line
(filed herewith).
(10)(l) Deferred Payment Plan for
Directors of South Jersey
Industries, Inc., South
Jersey Gas Company, Energy
& Minerals, Inc., R&T Group,
Inc. and South Jersey Energy
Company as amended and
restated October 21, 1994
(filed herewith).
(10)(l)(a) Form of Deferred Compen- (10)(j)(a) Form 10-K
sation Agreement between for 1980
the Company and/or a sub- (1-6364)
sidiary and eleven of its
officers.
(10)(l)(b) Schedule of Deferred Com- (10)(l)(b) Form 10-K
pensation Agreements. for 1992
(1-6364)
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SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(10)(l)(c) Supplemental Executive (10)(l)(c) Form 10-K
Retirement Program, as for 1992
amended and restated ef- (1-6364)
fective September 1, 1991,
and form of Agreement
between certain Company
or subsidiary Company officers.
(10)(l)(d) Form of Officer Employment
Agreement between certain
officers and either the Company
or its Subsidiaries
(filed herewith).
(10)(l)(e) Schedule of Officer
Employment Agreements
(filed herewith).
(10)(l)(f) Officer Severance Benefit (10)(l)(g) Form 10-K
Program for all officers. for 1985
(1-6364)
(10)(l)(g) Discretionary Incentive (10(l)(h) Form 10-K
Bonus Program for all for 1985
officers and management (1-6364)
employees.
(10)(l)(h) The 1987 Stock Option and (10)(l)(i) Form 10-K
Stock Appreciation Rights for 1987
Plan including Form of (1-6364)
Agreement.
(10)(p) Retirement Plan for Non- (10)(p) Form 10-K
employee Members of the for 1988
Board of Directors. (1-6364)
(10)(q) Executive Employment
Agreement dated June 17,
1994 between the Company
and William F. Ryan, President
and Chief Executive Officer
(filed herewith).
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SOUTH JERSEY INDUSTRIES, INC.
NUMBER ONE SOUTH JERSEY PLAZA
ROUTE 54
FOLSOM, NEW JERSEY 08037
FORM 10-K FYE 12/31/94
EXHIBIT INDEX
Incorporated by
Reference From
Reference Reference
Number Description of Exhibit Exhibit Document
(11) Not Applicable
(12) Calculation of Ratio of
Earnings to Fixed Charges
(Before Federal Income
Taxes) (filed herewith).
(13) The Annual Report to
Shareholders of the Company
for the year ended December 31,
1994 is filed as an exhibit
hereto solely to the extent
portions are specifically
incorporated by reference
herein.
(16) Not Applicable
(18) Not Applicable
(21) Subsidiaries of the Registrant
(filed herewith).
(22) None
(23) Independent Auditors'
Consent (filed herewith).
(24) Power of Attorney
(filed herewith).
(27) Financial Data Schedule
(Submitted only in electronic
format to the Securities
and Exchange Commission.
(99) None
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