SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: September 20, 1996
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
New Jersey 1-6364 22-1901645
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
Number One South Jersey Plaza, Route 54, Folsom, NJ 08037
(Address of principal executive offices) (Zip Code)
(609) 561-9000
(Registrant's telephone number, including area code)
Page 1 of 7
Exhibit Index appears on page 7
Item 5. Other Events.
On September 20, 1996, the Board of Directors of South
Jersey Industries, Inc. (the "Company") declared a dividend of one
stock purchase right (the "Rights") for each share of the Company's
Common Stock, par value $1.25 per share (the "Common Stock"), to be
paid on October 11, 1996 (the "Record Date") to shareholders of
record of the Common Stock issued and outstanding on the Record Date.
Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of the Company's Series A
Junior Participating Preference stock, without par value (the "Series
A Preference Stock"). The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the
Company and The Farmers & Merchants National Bank of Bridgeton, the
Rights Agent. Capitalized terms used but not otherwise defined
herein shall have the meaning given such terms in the Rights
Agreement.
Initially, the Rights will be evidenced by the Common Stock
certificates representing shares then outstanding, and no separate
Right Certificates will be distributed. The Rights will become
exercisable and will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) ten calendar
days after a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 10% or more of
the outstanding shares of Common Stock (the "Shares Acquisition
Date") or (ii) ten business days (or such later date as the Board of
Directors determines, or if an Adverse Change of Control, as a
majority of the Continuing Directors determines (as such terms are
defined herein)) after the public announcement of a tender offer or
exchange offer that, if successful, would result in a person or group
beneficially owning 10% or more of such outstanding shares of
Common Stock.
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after October 11, 1996 will contain a
notation incorporating the Rights Agreement by reference and (iii)
the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on September 20, 2006,
unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and, thereafter,
the separate Right Certificates alone will represent the Rights.
Except as otherwise determined by the Board of Directors, only shares
of Common Stock issued prior to the Distribution Date will be issued
with Rights.
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The new series of Preference Stock issuable upon exercise of
the Rights will be non-redeemable and will rank junior to all other
series of the Company's preference stock. Each whole share of
Preference Stock will be entitled to receive a quarterly preferential
dividend of $10 per share and will be entitled to receive, in the
aggregate, a dividend of 1,000 times the dividend declared on the
Common Stock. In the event of liquidation, the holders of the
Preference Stock will be entitled to receive a preferential
liquidation payment of $10 per share and will be entitled to receive,
in the aggregate, a liquidation payment equal to 1,000 times the
payment made per share of Common Stock. Each share of Preference
Stock will have 1,000 votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged for or
converted into other stock or securities, cash and/or other property,
each share of Preference Stock will be entitled to receive 1,000
times the amount received per share of Common Stock. The foregoing
rights will be protected against dilution in the event additional
shares of Common Stock or Preference Stock are issued. The
dividends, liquidation and voting rights, and the non-redemption
feature of the Preference Stock are designed so that the value of the
one one-thousandth interest in a share of Preference Stock
purchasable with each Right will approximate the value of one share
of Common Stock.
In the event that, at any time following the Shares
Acquisition Date, the Company is acquired in a merger or other
business combination transaction (except certain transactions with a
person who became an Acquiring Person as a result of a tender offer
described in the next succeeding paragraph) or 50% or more of its
assets, cash flow or earning power is sold, proper provision shall be
made so that each holder of a Right shall thereafter have the right
to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a
market value (as defined in the Rights Agreement) of two times the
Purchase Price of the Right. In the event that, after the Shares
Acquisition time, the Company were the surviving corporation of a
merger and the Common Stock was changed or exchanged, proper
provision shall be made so that each holder of a Right will
thereafter have the right to receive upon exercise that number of
shares of Common Stock having a market value of two times the
exercise price of the Right.
In the event that a person or group becomes an Acquiring
Person, proper provision shall be made so that each holder of a Right
(other than the Acquiring Person) will thereafter have the right to
receive upon exercise that number of shares of Common Stock
(or, in certain circumstances, cash, a reduction in the Purchase
Price, Common Stock, or other equity securities of the Company, debt
securities of the Company, other property or a combination thereof)
having a market value (as defined in the Rights Agreement) of two
times the Purchase Price of the Right. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in
this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or an affiliate, associate or transferee thereof)
will be null and void. A person will not be an Acquiring Person if
the Board of Directors of the Company determines that such person or
group became an Acquiring Person inadvertently and such person or
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group promptly divests itself of a sufficient number of shares of
Common Stock so that such person or group is no longer an Acquiring
Person.
The Purchase Price payable, and the number of shares of
Preference Stock or other securities or property issuable, upon
exercise of the Rights are subject to customary adjustments from time
to time to prevent dilution in the event of certain changes in the
Preference Stock or Common Stock or distributions on such stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the
Purchase Price. The Company will not be required to issue fractional
shares of Preference Stock (other than fractions that are integral
multiples of one one-thousandth of a share, which may, at the
election of the Company, be evidenced by depositary receipts) and in
lieu thereof, a payment in cash will be made based on the then
current market value of the Preference Stock.
In general, the Company may redeem the Rights in whole, but
not in part, at a price of $.001 per Right, at any time until ten
days following the Shares Acquisition Date, upon the affirmative vote
of a majority of the Board of Directors; provided, however, that if
the authorization to redeem the Rights occurs on or after the date of
a change in a majority of the Board of Directors of the company as a
result of a proxy or consent solicitation and a person who was a
participant in such solicitation has stated that such person (or any
of its affiliates or associates) has taken or intends to take or may
consider taking actions that would result in such person becoming an
Acquiring Person or cause the Company to be acquired in a merger or
other similar business combination (the existence of these
circumstances being an "Adverse Change of Control"), then the
redemption of the Rights will require the approval of a majority of
the Continuing Directors. Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $.001 redemption price.
The term "Continuing Director" means a director of the
Company who is not an Acquiring Person or an affiliate or associate
of an Acquiring Person (or a representative of an Acquiring Person or
an affiliate or associate of an Acquiring Person), and who either was
a member of the Board of Directors prior to September 20, 1996 or who
subsequently became a director of the Company and whose initial
election or initial nomination for election by the Company's
shareholders subsequent to such date was approved by a vote of
a majority of the Continuing Directors then on the Board of
Directors.
At any time after any person becomes an Acquiring Person and
prior to the acquisition by any person of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may
exchange the then outstanding and exercisable Rights (other than
Rights owned by an Acquiring Person, which will have become null and
void), in whole or in part, for Common Shares, each Right being
exchangeable for one Common Share, subject to adjustment. The
Company, at its option, may substitute one one-thousandth of a share
of preference stock (or other series substantially similar preferred
stock of the Company) for each share of Common Stock to be exchanged.
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Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the earliest of the
Distribution Date or an Adverse Change of Control. After the first
to occur of such events, the provisions of the Rights Agreement may
be amended with the approval of a majority of the Continuing
Directors in order (x) to make changes that do not adversely affect
the interests of holders of the Rights (other than the interests of
any Acquiring Person), (y) to cure any ambiguity or correct or
supplement any provision which may be defective or inconsistent with
other provisions contained in the Rights Agreement, or (z) to shorten
or lengthen any time period under the Rights Agreement, but after the
Distribution Date or an Adverse Change of Control, no time period
relating to redemption of the Rights may be lengthened so as to make
the Rights redeemable at a time at which the Rights had not been
redeemable and no other time period may be lengthened unless for the
purpose of protecting, enhancing or clarifying the rights or benefits
of holders of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company without conditioning the offer on a substantial
number of Rights being acquired. Accordingly, the existence of the
Rights may deter certain acquirors from making takeover proposals or
tender offers. However, the rights plan helps ensure that the
Company's shareholders receive fair and equal treatment in the event
of any proposed takeover of the Company. The adoption of
the plan is not in response to any specific takeover threat or
proposal, but is a precaution taken to protect the rights of the
Company's shareholders.
A Copy of the Rights Agreement is attached hereto as Exhibit
and incorporated herein by reference. This summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement.
Item 7. Exhibits
99.1 Rights Agreement dated as of September 20, 1996
between South Jersey Industries, Inc. and The
Farmers & Merchants National Bank of Bridgeton,
which includes the resolutions establishing the
terms of the preference stock as Exhibit A, form
of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Common Shares as Exhibit C.
99.2 Press Release dated September 20, 1996 of South
Jersey Industries, Inc.
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SIGNATURE
Pursuant to the requirements 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.
Dated: October 7, 1996
SOUTH JERSEY INDUSTRIES, INC.
By /s/ George L. Baulig
George L. Baulig
Secretary and Assistant Treasurer
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Exhibit Index
Exhibit No. Description
99.1 Rights Agreement dated as of
September 20, 1996 between South
Jersey Industries, Inc. and The
Farmers & Merchants National
Bank of Bridgeton, which includes
the resolutions establishing the
terms of the preference stock as
Exhibit A, the form of Right
Certificate as Exhibit B and the
Summary of Rights to Purchase
Common Shares as Exhibit C.
99.2 Press Release dated September 20,
1996 of South Jersey Industries,
Inc.
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