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, 1997
Commission File Number 1-6364
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1901645
(State of incorporation) (IRS employer identification no.)
Number One South Jersey Plaza, Route 54, Folsom, New Jersey 08037
(Address of principal executive offices, including zip code)
(609) 561-9000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock New York Stock Exchange
($1.25 par value per share) Philadelphia Stock Exchange
(Title of each class) (Name of exchange on which registered)
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 9,209,759 shares of
voting stock held by non-affiliates of the registrant as of
March 2, 1998 was $276,294,000. As of March 2, 1998, there were
10,773,888 shares of the registrant's common stock outstanding.
Documents Incorporated by Reference:
In Part I of Form 10-K: Pages 11, 18, 20, 21, 23 and 25 of 1997
Annual Report to Shareholders
In Part II of Form 10-K: Page 1 and Pages 10 through 24 of 1997
Annual Report to Shareholders
In Part III of Form 10-K: Pages 2 through 6, 8 and 10 of the
Proxy Statement dated March 13, 1998 for
the 1998 Annual Meeting of Shareholders
- Title Page -
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.
South Jersey Energy Company (SJE), a wholly-owned subsidiary of
the Company, provides services for the acquisition and
transportation of natural gas and electricity for commercial,
industrial and residential users. SJ EnerTrade, Inc.
(EnerTrade), a wholly-owned subsidiary of the Company formed in
1997, provides services for the sale of natural gas to energy
marketers, electric and gas utilities, and other wholesale users
in the mid-Atlantic and southern regions of the country. Energy
& Minerals, Inc. (EMI), a wholly-owned subsidiary of the
Company, principally manages temporary cash investments and owns
the stock of South Jersey Fuel, Inc. (SJF), an inactive
nonutility subsidiary.
Financial Information About Industry Segments
Information regarding Industry Segments is incorporated by
reference to Note 7 on page 21 of the Company's Annual Report to
Shareholders for the year ended December 31, 1997 which 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.
South Jersey Gas Company, 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 1.1 million.
SJG serves 260,567 residential, commercial and industrial
customers (at December 31, 1997) in southern New Jersey. Gas
sales and transportation for 1997 amounted to approximately
73,574,000 Mcf (thousand cubic feet), of which approximately
50,181,000 Mcf was firm sales and transportation, 8,931,000 Mcf
was interruptible sales and transportation and 14,462,000 Mcf
was off-system sales. The breakdown of firm sales includes
39.8% residential, 16.1% commercial, 2.5% cogeneration and
electric generation, 1.4% industrial and 40.2% transportation.
At year-end 1997, SJG served 242,132 residential customers,
18,037 commercial customers and 398 industrial customers. This
includes 1997 net additions of 6,124 residential customers, 568
commercial customers and one industrial customer.
Under an agreement with Atlantic Electric, an electric utility
serving southern New Jersey, SJG supplies natural gas to several
electric generation facilities. This gas service is 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 1997, 1.97 Bcf (billion cubic feet)
was delivered under this agreement.
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SJG serviced 7 cogeneration facilities in 1997. Combined sales
and transportation of natural gas to such customers amounted to
approximately 9.5 Bcf in 1997.
SJG makes wholesale gas sales for resale to gas marketers for
ultimate delivery to end users. These "off-system" sales are
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 and release excess pipeline capacity
to third parties. During 1997, off-system sales amounted to
14.5 Bcf. Also in 1997, capacity release and storage throughput
amounted to 36.4 Bcf.
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 and
transportation 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 higher priority customers as
described in SJG's tariffs. Usage by interruptible customers,
excluding off-system customers, in 1997 amounted to
approximately 8.9 Bcf, approximately 8.1 percent of the total
throughput.
No material part of SJG's business is dependent upon a single
customer or a few customers.
Service Territory
The majority of the SJG's residential customers reside in the
northern and western portions of its service territory in
Burlington, Camden, Salem and Gloucester counties. A majority
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 recently completed multipurpose
convention center, accompanied by planned major hotel and
entertainment complexes. These facilities will be used to
attract large conventions as well as making Atlantic City into a
family resort on a year-round basis.
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.
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.
Rates and Regulation
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 pipeline capacity from Transcontinental Gas
Pipeline Corporation (Transco), SJG's major supplier, Columbia
Gas Transmission Corporation (Columbia), CNG Transmission
Corporation (CNG) and Equitrans, Inc. (Equitrans), since such
services are provided under rates and terms established under
the jurisdiction of the FERC.
SJI-3
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
manufactured gas plant sites and for the adjustment of revenues
due to the impact of "temperature" fluctuations as prescribed in
SJG's tariff.
In August 1997, SJG initiated its BPU approved pilot program to
give residential customers a choice of gas supplier. The
program includes approximately 13,000 residential customers.
SJG continues to deliver the natural gas through its
distribution system with no loss of margins.
Revenue requirements for ratemaking purposes are established
on the basis of firm sales projections. On January 27, 1997, the BPU
granted SJG a rate increase of $6.0 million based on an overall rate
of return of 9.62% including an 11.25% return on equity. The majority
of this increase impacted residential and small commercial customers.
In addition, part of the increase will be recovered from customers
through new service fees which charge specific customers for costs
which they cause SJG to incur. Also, as part of this rate increase,
SJG is allowed to retain the first $5.5 million of pre-tax margins
generated by interruptible and off-system sales and transportation and
20% of pre-tax margins generated by such sales above that level. In
1997 and 1998, this $5.5 million threshold will be increased by the
annual revenue requirement associated with specified major
construction projects. These sharing formula improvements are
expected to result in additional rate relief of approximately $0.3
million in 1998 and $1.8 million in 1999. In 1997, SJG filed to
recover additional post-retirement benefit costs of approximately $1.3
million annually and this recovery was approved effective January 1,
1998. Additional information on regulatory affairs is incorporated by
reference to Note 1 on page 18, Note 6 on page 20, Note 9 on page 21
and Note 13 on page 23 of the Company's Annual Report to Shareholders
for the year ended December 31, 1997 which 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 and
electricity for industrial, commercial and residential users. SJE is
also engaged in trading activities in the electric wholesale market.
EMI, a New Jersey corporation, is a holding company that owns
all of the outstanding common stock of SJF. SJF became inactive
in 1997 and its business of providing wholesale energy services
was continued by SJ EnerTrade, a new subsidiary established by
the Company in 1997.
EnerTrade, a New Jersey corporation, is a wholly owned
non-regulated subsidiary of the Company and is engaged in
providing services for the sale of natural gas to energy
marketers, electric and gas utilities and other wholesale users
in the mid-Atlantic and southern regions of the country.
R&T Group, Inc. (R&T), a New Jersey corporation, was a holding
company that owned all the common stock of several construction
subsidiaries. Operations of the construction companies ended in
1997, or prior thereto, and the subsidiaries were merged into
R&T. The financial statements include R&T as a discontinued
operation (see Note 2 on page 18 of the Company's Annual Report
to Shareholders for the year ended December 31, 1997 which is
attached to this report). See Item 14(c)(13).
In 1997, 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.
SJI-4
Raw Materials
South Jersey Gas
Supply Contracts and Storage
SJG has direct connections to two interstate pipeline
companies, Transco and Columbia. It also secures firm
transportation and other long term services from four additional
pipelines upstream of the Transco and Columbia systems. They
include: Columbia Gulf Transmission Company (Columbia Gulf),
CNG, Texas Gas Transmission Corporation (Texas Gas) and
Equitrans. Services provided by these upstream pipelines are
utilized to deliver gas into either the Transco or Columbia
systems for ultimate delivery to SJG. Services provided by all
of the above mentioned pipelines are subject to changes as
directed by FERC Order No. 636.
Transco
Transco is SJG's largest supplier of long term gas transmission
services. These services include five year-round and one
seasonal firm transportation (FT) service arrangement. When
combined, these services enable SJG to purchase from third
parties and have delivered to its city gate stations by Transco
a total of 163,741 Thousand Cubic Feet of gas per day ("Mcf/d").
The terms of the year-round agreements extend for various
periods from 2002 to 2010 while the term of the seasonal
agreement extends to 2011.
SJG also has seven long-term gas storage service agreements
with Transco that, when combined, are capable of storing
approximately 10.1 Bcf. Through these services, SJG can inject
gas into storage during periods of low demand and withdraw gas
at a rate of up to 86,972 Mcf per day during periods of high
demand. The terms of the storage service agreements extend for
various periods from 1998 to 2008.
Transco renders a merchant service to SJG under its Rate
Schedule FS (defined below). Williams Energy Services Company
(WESCO), an affiliate of Transco, has assumed Transco's natural
gas merchant function under which the maximum purchase quantity
amounts to 51,769 Mcf per day. FS is a no-notice swing service
which allows SJG to take between zero and its full contract
quantities (51,769 Mcf/d) on any day of the year. This
flexibility enables SJG to respond to changes in its
requirements for gas due to weather and market conditions. The
initial term of the FS agreement extends through March 31, 2001.
In addition to FS service, SJG has also secured a second
merchant service from Transco under Transco's Rate Schedule NS.
NS service is also provided by WESCO acting as agent for
Transco. Under this service, SJG can purchase up to 30,000 Mcf
per day of NS gas with 24 hours advance notice.
SJG has a long term gas purchase agreement with Vastar Gas
Marketing (Vastar) which provides for the delivery of up to
14,618 Mcf/d to SJG's service area on a year round basis by way
of Transco FT service. The initial term of the gas purchase
agreement with Vastar extends through March 31, 2000.
SJG also has a winter season firm 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
entitlement under this service is 2,900 Mcf/d. SJG has
contracted with Amerada Hess Corporation (Hess) to provide the
gas supply to fill this transportation capacity during each
winter season through October 31, 2007.
SJG may deliver up to 24,700 Mcf per day of gas under a firm
transportation agreement as part of Transco's Texas
Gas-CNG-Transco FT project. This project was developed to
provide additional firm pipeline capacity which would deliver
gas to the US Northeast via a bundled service provided by
Transco under its Rate Schedule FT-NT. SJG has also contracted
with Hess for a 15 year gas supply service to fill this capacity
which extends through October 31, 2007.
SJI-5
CNG
SJG has entered into separate gas sales and capacity management
agreements with CNG Energy Services Corporation (CNGES), a
non-jurisdictional affiliate of CNG, through which SJG has
assigned to CNGES its pipeline FT and storage entitlements on
the CNG system to provide SJG with up to 9,662 Mcf per day of
gas during the period November 16 through March 31 of each year.
Columbia
SJG has three firm transportation agreements with Columbia
which, when combined, provide for 43,500 Mcf/d of firm
deliverability.
SJG has four long term gas purchase agreements, for periods
ranging from 1999 to 2003, with major non-jurisdictional
producer/suppliers for gas delivered into the Columbia pipeline
system which, in aggregate, provide SJG with up to 43,500 Mcf/d
via the Columbia pipeline system during the winter season. Such
agreements also provide for delivery in non-winter months at
lower quantities.
SJG also subscribes to a firm storage service from Columbia, to
March 31, 2009, which provides a maximum withdrawal quantity of
19,807 Mcf/d during the winter season with an associated
1,121,095 Mcf of storage capacity.
As part of addressing future winter season requirements, SJG
has entered into an agreement with Columbia to subscribe to an
incremental 31,296 Mcf per day of storage deliverability with an
additional 2,234,482 Mcf of storage capacity to become available
April 1, 1998. The term of the agreement expires October 31,
2013. The FERC has approved Columbia's arrangements to provide
such services.
Equitrans
SJG has a long term storage service provided by Equitrans, to
April 1, 2002, under which up to 500,000 Mcf of gas may be
stored during the summer season and up to 4,783 Mcf/d may be
withdrawn during the winter season. The gas is delivered to SJG
under firm transportation agreements with Equitrans, CNG and
Transco.
Supplemental Gas Supplies
SJG has a long term LNG purchase agreement with Distrigas of
Massachusetts Corporation (DOMAC) which extends through October
31, 2000. For the 1997-98 contract year, SJG's annual contract
quantity under the DOMAC agreement is 186,047 Mcf. LNG
purchases from DOMAC are transported to SJG's LNG storage
facility in McKee City, New Jersey via over-the-road trucks.
SJG operates peaking facilities which can store and vaporize
both LNG and propane for injection into its distribution system.
SJG's LNG facility has a storage capacity equivalent to 404,000
Mcf of natural gas and has an installed capacity to vaporize up
to 90,000 Mcf of LNG per day for injection into its distribution
system.
SJG also maintains two propane-air plants that are located in
Middle Township and Ocean City, New Jersey. The combined
maximum storage capacity of these plants is 150,000 gallons of
liquefied propane or the equivalent of approximately 11,364 Mcf
of natural gas.
SJG also operates a high pressure pipe storage field at its
McKee City facility which is capable of storing 12,000 Mcf of
gas and injecting up to 10,000 Mcf of gas per day into SJG's
distribution system.
SJG has a LNG peaking service agreement with the Philadelphia
Gas Works (PGW) which provides up to 250,000 Mcf per year of
peaking service gas on a firm basis at a rate of up to 25,000
Mcf per day when taken as vapor and delivered through the
Transco pipeline system or up to twelve truckloads per day
SJI-6
(approximately 10,200 Mcf) when taken as liquid and trucked to
SJG's LNG storage facility in McKee City, New Jersey. The term
of this agreement extends through the 1998-99 winter season,
however it may be extended by mutual agreement of the parties.
Peak-Day Supply
SJG plans for a winter season peak-day demand on the basis of
an average daily temperature of 2 degrees F. Gas demand on such
a design day was estimated for the 1997-98 winter season to be
387,293 Mcf versus a design day supply of 416,308 Mcf. On
January 19, 1994, SJG experienced its highest peak-day demand of
370,582 Mcf with an average temperature of 2.68 degrees F. In
1997, SJG experienced a peak-day demand of 352,259 Mcf with an
average temperature of 12.5 degrees F.
Gas Prices
During 1997, SJG purchased and had delivered approximately 46.8
Bcf of natural gas for distribution to both on-system and
off-system customers. Of this total, 31.9 Bcf was transported
on the Transco pipeline system and 14.9 Bcf was transported on
the Columbia pipeline system.
SJG's average commodity cost of gas purchased in 1997 was $2.60
per Mcf.
EnerTrade and SJE
Access to gas suppliers and cost of gas are significant to
EnerTrade's and SJE's operations. No material part of the
business of these companies is dependent upon a single customer
or a few customers.
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
natural gas 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.
Working Capital Practices
As stated 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 page 11 of the Company's Annual Report to
Shareholders for the year ended December 31, 1997 which is
attached to this report. See Item 14(c)(13).
Customers
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 7.
SJI-7
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.
Competition
SJG's franchises are non-exclusive, however, currently no other
utility is providing service within its territory. SJG competes
with oil, propane and electricity suppliers for residential,
commercial and industrial users. The market for natural gas
sales is subject to competition as a result of deregulation.
Through its tariff, SJG has promoted competition while
maintaining its margins. Substantially all of SJG's profits are
from the transportation rather than the sale of the commodity.
SJG believes it has been a leader in addressing the changing
marketplace. It maintains its focus on being a low-cost provider
of natural gas and energy services.
EnerTrade and SJE compete with a number of other
marketers/brokers in the selling of wholesale natural gas and
electricity, respectively. Competition includes SJG, other utilities
and alliances which include other utility 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 2 on page 18
and Note 13 on page 23 of the Company's Annual Report to
Shareholders for the year ended December 31, 1997 which is
attached to this report. See Item 14(c)(13).
Employees
The Company and its subsidiaries had a total of 675 employees
as of December 31, 1997.
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, 1997,
there were approximately 343 miles of mains in the transmission
systems and 4,652 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 two
propane-air vaporization plants.
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As of December 31, 1997, the SJG utility plant had a gross book
value of $619,489,213 and a net book value, after accumulated
depreciation, of $452,313,245. In 1997, $48,533,132 was spent
on additions to utility plant and there were retirements of
property having an aggregate gross book cost of $6,347,794. SJG
construction and remediation expenditures for 1998 are currently
expected to approximate $61.8 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 commercial real estate in Millville, New Jersey and
235 acres of land in Vineland, New Jersey.
SJE, an inactive subsidiary, owns real estate in Deptford
Township and Upper Township, New Jersey.
R&T, an inactive subsidiary, owns land and buildings in
Vineland, New Jersey and real estate in Pleasantville, New
Jersey.
The Company owns approximately 139 acres of land in Folsom, New
Jersey and approximately 9.29 acres of land in Linwood, New
Jersey.
Item 3. Legal Proceedings
The Company is subject to claims which arise in the ordinary
course of its business and other legal proceedings. Included
therewith, a group of Atlantic City casinos have filed a
petition with the BPU alleging overcharges of over $10 million,
including interest. Management of the Company believes that any
pending or potential legal proceedings will not materially
affect its operations, consolidated financial position or cash
flow. Reference is made under Commitments and Contingencies in
Note 13 on page 23 of the Company's Annual Report to
Shareholders for the year ended December 31, 1997 which 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 1997 fiscal year.
Item 4-A. Executive Officers (Other Than Directors) of the
Registrant
Name Age Positions with the Company
Charles Biscieglia 53 Vice President
David A. Kindlick 43 Vice President
Joseph E. McCullough 55 Vice President
George L. Baulig 56 Secretary and Treasurer
There is no family relationship among the officers of the
registrant.
Charles Biscieglia was elected Assistant Vice President of SJG
effective May 1, 1981, Vice President effective November 1,
1983, Senior Vice President effective May 1, 1987, Executive
Vice President, Chief Operating Officer effective May 1, 1991
and President effective March 20, 1998. Mr. Biscieglia was
elected Vice President of the Company effective April 17, 1997.
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David A. Kindlick was elected Assistant Vice President, Revenue
Requirements of SJG effective October 1, 1989, Vice President,
Revenue Requirements effective April 23, 1992 and Vice
President, Rates and Budgeting effective April 20, 1995. Mr.
Kindlick was elected Vice President of the Company effective
June 20, 1997.
Joseph E. McCullough was elected Vice President, Marketing and
Public Affairs of SJG effective November 1, 1984, Senior Vice
President, Marketing, Corporate Affairs and Employee Relations
effective May 1, 1987, Senior Vice President, Marketing
effective April 22, 1993 and Senior Vice President effective
April 20, 1995. Mr. McCullough was elected President of SJE
effective October 1, 1986. Mr. McCullough was elected Vice
President of the Company effective June 20, 1997.
George L. Baulig was elected Secretary and Assistant Treasurer
of the Company, SJG and EMI effective November 1, 1980. Mr.
Baulig also serves as Secretary of R&T and SJE, effective
October 1989 to date. Mr. Baulig was elected Treasurer of the
Company, effective October 1, 1996.
Executive officers of the Company are elected annually and
serve at the pleasure of the Board of Directors.
SJI-10
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 4 on page 19 and the bottom of page 24 of the Company's
Annual Report to Shareholders for the year ended December 31,
1997 which 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, 1997 which 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 10, 11, 12 and 13 of the Company's Annual Report to
Shareholders for the year ended December 31, 1997 which 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 13 through 23 and the top of page 24 of the Company's
Annual Report to Shareholders for the year ended December 31,
1997 which is attached to this report. See Item 14(c)(13).
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
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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 13, 1998,
filed with the Commission, File number 1-6364, in connection
with the Company's 1998 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 8 through 10 of the Company's definitive Proxy
Statement, dated March 13, 1998, filed with the Commission, File
number 1-6364, in connection with the Company's 1998 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 5 of the Company's definitive Proxy
Statement, dated March 13, 1998, filed with the Commission, File
number 1-6364, in connection with the Company's 1998 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 13, 1998, filed with the Commission, File number 1-6364,
in connection with the Company's 1998 Annual Meeting of
Shareholders.
SJI-12
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 18, 1998, are
incorporated herein by reference to pages 13 through 23 of the
Company's Annual Report to Shareholders for the year ended
December 31, 1997 which is attached to this report. See Item
14(c)(13).
2 - Supplementary Financial Information
Information regarding selected quarterly financial data is
incorporated herein by reference to page 24 of the Company's
Annual Report to Shareholders for the year ended December 31,
1997 which is attached to this report. See Item 14(c)(13).
Supplemental Schedules as of December 31, 1997, 1996 and 1995
and for the three years ended December 31, 1997, 1996, and 1995:
The Independent Auditors' Report of Deloitte & Touche LLP,
Auditors of the Company (page 21)
Schedule II - Valuation and Qualifying Accounts (page 22)
(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) Reports on Form 8-K - None.
(c) List of Exhibits (Exhibit Number is in Accordance with the
Exhibit Table in Item 601 of Regulation S-K)
Exhibit
Number
-------
(3)(a)(i) Certificate of Incorporation of the Company, as
amended through April 19, 1984. Incorporated by reference from
Exhibit (4)(a) of Form S-2 (2-91515).
(3)(a)(ii) Amendment to Certificate of Incorporation relating to
two-for-one stock split effective as of April 28, 1987. Incorporated
by reference from Exhibit (4)(e)(1) of Form S-3 (33-1320).
(3)(a)(iii) Amendment to Certificate of Incorporation relating
to director and officer liability. Incorporated by reference
from Exhibit (4)(e)(2) of Form S-3 (33-1320).
(3)(b) Bylaws of the Company as amended and restated through
December 30, 1997 (filed herewith).
(4)(a) Form of Stock Certificate for common stock.
Incorporated by reference from Exhibit (4)(a) of Form 10-K for 1985
(1-6364).
SJI-13
Exhibit
Number
-------
(4)(a)(i) Rights Agreement dated as of September 20, 1996
between South Jersey Industries, Inc. and The Farmers & Merchants
National Bank of Bridgeton. Incorporated by reference from Exhibit
99.1 of Form 8-A filed April 9, 1996 (1-6364).
(4)(b)(i) First Mortgage Indenture dated October 1, 1947.
Incorporated by reference from Exhibit (4)(b)(i) of Form 10-K for 1987
(1-6364).
(4)(b)(x) Twelfth Supplemental Indenture dated as of June 1, 1980.
Incorporated by reference from Exhibit 5(b) of Form S-7 (2-68038).
(4)(b)(xiv) Sixteenth Supplemental Indenture dated as of April 1,
1988, 10 1/4% Series due 2008. Incorporated by reference from Exhibit
(4)(b)(xv) of Form 10-Q for the quarter ended March 31, 1988 (1-6364).
(4)(b)(xv) Seventeenth Supplemental Indenture dated as of May 1,
1989. Incorporated by reference from Exhibit (4)(b)(xv) of Form 10-K
for 1989 (1-6364).
(4)(b)(xvi) Eighteenth Supplemental Indenture dated as of March 1,
1990. Incorporated by reference from Exhibit (4)(e) of Form S-3
(33-36581).
(4)(b)(xvii) Nineteenth Supplemental Indenture dated as of April 1,
1992. Incorporated by reference from Exhibit (4)(b)(xvii) of Form
10-K for 1992 (1-6364).
(4)(b)(xviii) Twentieth Supplemental Indenture dated as of June 1,
1993. Incorporated by reference from Exhibit (4)(b)(xviii) of Form
10-K for 1993(1-6364).
(4)(b)(xviv) Twenty-First Supplemental Indenture dated as of March 1,
1997 (filed herewith).
(4)(c) Indenture dated as of January 31, 1995; 8.60% Debenture
Notes due February 1, 2010. Incorporated by reference from Exhibit
(4)(c) of Form 10-K for 1994 (1-6364).
(4)(d) Certificate of Trust for SJG Capital Trust.
Incorporated by reference from Exhibit 3(a) of Form S-3 - SJG Capital
Trust and South Jersey Gas Company as filed March 27, 1997, as amended
April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(i) Trust Agreement of SJG Capital Trust. Incorporated by
reference from Exhibit 3(b) of Form S-3 - SJG Capital Trust and South
Jersey Gas Company as filed March 27, 1997, as amended April 18, 1997
and April 23, 1997 (333-24065).
(4)(d)(ii) Form of Amended and Restated Trust Agreement for SJG
Capital Trust. Incorporated by reference from Exhibit 3(c) of Form
S-3 - SJG Capital Trust and South Jersey Gas Company as filed March
27, 1997, as amended April 18, 1997 and April 23, 1997 (333-24065).
SJI-14
Exhibit
Number
-------
(4)(d)(iii) Form of Preferred Security for SJG Capital Trust.
Incorporated by reference from Exhibit 4(a) of Form S-3 - SJG Capital
Trust and South Jersey Gas Company as filed March 27, 1997, as amended
April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(iv) Form of Deferrable Interest Subordinated Debenture.
Incorporated by reference from Exhibit 4(b) of Form S-3 - SJG Capital
Trust and South Jersey Gas Company as filed March 27, 1997, as amended
April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(v) Form of Deferrable Interest Subordinated Debenture.
Incorporated by reference from Exhibit 4(c) of Form S-3 - SJG Capital
Trust and South Jersey Gas Company as filed March 27, 1997, as amended
April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(vi) Form of Guaranty Agreement between South Jersey Gas
Company and SJG Capital Trust. Incorporated by reference from Exhibit
4(d) of Form S-3 - SJG Capital Trust and South Jersey Gas Company as
filed March 27, 1997, as amended April 18, 1997 and April 23, 1997
(333-24065).
(9) None
(10)(d) Gas storage agreement (GSS) between South Jersey Gas
Company and Transco dated October 1, 1993. Incorporated by reference
from Exhibit (10)(d) of Form 10-K for 1993 (1-6364).
(10)(e) Gas storage agreement (S-2) between South Jersey Gas
Company and Transco dated December 16, 1953. Incorporated by
reference from Exhibit (5)(h) of Form S-7 (2-56223).
(10)(f) Gas storage agreement (LG-A) between South Jersey Gas
Company and Transco dated June 3, 1974. Incorporated by reference from
Exhibit (5)(f) of Form S-7 (2-56223).
(10)(h) Gas storage agreement (WSS) between South Jersey Gas
Company and Transco dated August 1, 1991. Incorporated by reference
from Exhibit (10)(h) of Form 10-K for 1991 (1-6364).
(10)(i) Gas storage agreement (LSS) between South Jersey Gas
Company and Transco dated October 1, 1993. Incorporated by reference
from Exhibit (10)(i) of Form 10-K for 1993 (1-6364).
(10)(i)(a) Gas storage agreement (SS-1) between South Jersey Gas
Company and Transco dated May 10, 1987 (effective April 1, 1988).
Incorporated by reference from Exhibit (10)(i)(a) of Form 10-K for
1988 (1-6364).
(10)(i)(b) Gas storage agreement (ESS) between South Jersey Gas
Company and Transco dated November 1, 1993. Incorporated by reference
from Exhibit (10)(i)(b) of Form 10-K for 1993 (1-6364).
SJI-15
Exhibit
Number
-------
(10)(i)(c) Gas transportation service agreement between South
Jersey Gas Company and Transco dated April 1, 1986. Incorporated by
reference from Exhibit (10)(i)(c) of Form 10-K for 1989 (1-6364).
(10)(i)(e) Service agreement (FS) between South Jersey Gas Company
and Transco dated August 1, 1991. Incorporated by reference from
Exhibit (10)(i)(e) of Form 10-K for 1991 (1-6364).
(10)(i)(f) Service agreement (FT) between South Jersey Gas Company
and Transco dated February 1, 1992. Incorporated by reference from
Exhibit (10)(i)(f) of Form 10-K for 1991 (1-6364).
(10)(i)(g) Service agreement (Incremental FT) between South Jersey
Gas Company and Transco dated August 1, 1991. Incorporated by
reference from Exhibit (10)(i)(g) of Form 10-K for 1991 (1-6364).
(10)(i)(i) Gas storage agreement (SS-2) between South Jersey Gas
Company and Transco dated July 25, 1990. Incorporated by reference
from Exhibit (10)(i)(i) of Form 10-K for 1991 (1-6364).
(10)(i)(j) Gas transportation service agreement between South
Jersey Gas Company and Transco dated December 20, 1991. Incorporated
by reference from Exhibit (10)(i)(j) of Form 10-K for 1993 (1-6364).
(10)(i)(k) Amendment to gas transportation agreement dated December
20, 1991 between South Jersey Gas Company and Transco dated October 5,
1993. Incorporated by reference from Exhibit (10)(i)(k) of Form 10-K
for 1993 (1-6364).
(10)(j)(a) Gas transportation service agreement (FTS) between South
Jersey Gas Company and Equitable Gas Company dated November 1, 1986.
Incorporated by reference from Exhibit (10)(j)(a) of Form 10-K for
1989 (1-6364).
(10)(k)(h) Gas transportation service agreement (TF) between South
Jersey Gas Company and CNG Transmission Corporation dated October 1,
1993. Incorporated by reference from Exhibit (10)(k)(h) of Form 10-K
for 1993 (1-6364).
(10)(k)(i) Gas purchase agreement between South Jersey Gas Company
and ARCO Gas Marketing, Inc. dated March 5, 1990. Incorporated by
reference from Exhibit (10)(k)(i) of Form 10-K for 1989 (1-6364).
(10)(k)(k) Gas transportation service agreement (FTS-1) between
South Jersey Gas Company and Columbia Gulf Transmission Company dated
November 1, 1993. Incorporated by reference from Exhibit (10)(k)(k) of
Form 10-K for 1993 (1-6364).
(10)(k)(l) Assignment agreement capacity and service rights (FTS-2)
between South Jersey Gas Company and Columbia Gulf Transmission
Company dated November 1, 1993. Incorporated by reference from
Exhibit (10)(k)(i) of Form 10-K for 1993 (1-6364).
SJI-16
Exhibit
Number
-------
(10)(k)(m) FTS Service Agreement No. 39556 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(m) of Form 10-K
for 1993 (1-6364).
(10)(k)(n) FTS Service Agreement No. 38099 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(n) of Form 10-K
for 1993 (1-6364).
(10)(k)(o) NTS Service Agreement No. 39305 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(o) of Form 10-K
for 1993 (1-6364).
(10)(k)(p) FSS Service Agreement No. 38130 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(p) of Form 10-K
for 1993 (1-6364).
(10)(k)(q) SST Service Agreement No. 38086 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(q) of Form 10-K
for 1993 (1-6364).
(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 Pipeline. Incorporated by
reference from Exhibit (10)(k)(r) of Form 10-K for 1994 (1-6364).
(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. Incorporated by reference from Exhibit
(10)(l) of Form 10-K for 1994 (1-6364).
(10)(l)(a) Form of Deferred Compensation Agreement between the
Company and/or a subsidiary and seven of its officers. Incorporated
by reference from Exhibit (10)(j)(a) of Form 10-K for 1980 (1-6364).
(10)(l)(b) Schedule of Deferred Compensation Agreements (filed
herewith).
(10)(l)(d) Form of Officer Employment Agreement between certain
officers and either the Company or its subsidiaries. Incorporated by
reference from Exhibit (10)(l)(d) of Form 10-K for 1994 (1-6364).
(10)(l)(e) Schedule of Officer Employment Agreements (filed
herewith).
(10)(l)(f) Officer Severance Benefit Program for all officers.
Incorporated by reference from Exhibit (10)(l)(g) of Form 10-K for
1985 (1-6364).
SJI-17
Exhibit
Number
-------
(10)(l)(g) Discretionary Incentive Bonus Program for all officers
and management employees. Incorporated by reference from Exhibit
(10)(l)(h) of Form 10-K for 1985 (1-6364).
(10)(l)(h) The 1987 Stock Option and Stock Appreciation Rights Plan
including Form of Agreement. Incorporated by reference from Exhibit
(10)(l)(i) of Form 10-K for 1987 (1-6364).
(10)(l)(i) Supplemental Executive Retirement Program, as amended
and restated effective July 1, 1997, and Form of Agreement between
certain Company or subsidiary Company officers (filed herewith).
(10)(l)(j) 1997 Stock Option and Stock Appreciation Rights Plan
(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, 1997 is filed as an exhibit hereto solely to
the extent portions are specifically incorporated by reference herein
(filed herewith).
(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.
SJI-18
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/ David A. Kindlick
David A. Kindlick, Vice President
Date March 27, 1998
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/ Richard L. Dunham Chairman of the Board and March 27, 1998
(Richard L. Dunham) Acting Chief Executive Officer
/s/ David A. Kindlick Vice President March 27, 1998
(David A. Kindlick) (Principal Financial Officer)
/s/ William J. Smethurst, Jr. Assistant Secretary and March 27, 1998
(William J. Smethurst, Jr.) Assistant Treasurer
(Principal Accounting Officer)
/s/ George L. Baulig Secretary and Treasurer March 27, 1998
(George L. Baulig)
/s/ Anthony G. Dickson Director March 27, 1998
(Anthony G. Dickson)
/s/ W. Cary Edwards Director March 27, 1998
(W. Cary Edwards)
/s/ Thomas L. Glenn, Jr. Director March 27, 1998
(Thomas L. Glenn, Jr.)
SJI-19
Signature Title Date
/s/ Herman D. James Director March 27, 1998
(Herman D. James)
/s/ Clarence D. McCormick Director March 27, 1998
(Clarence D. McCormick)
Director March 27, 1998
(Peter M. Mitchell)
/s/ Frederick R. Raring Director March 27, 1998
(Federick R. Raring)
/s/ Shirli M. Vioni Director March 27, 1998
(Shirli M. Vioni)
SJI-20
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,
1997 and 1996 and for each of the three years in the period
ended December 31, 1997 and have issued our report thereon dated
February 18, 1998. Such financial statements and report are
included in your 1997 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(a). 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 18, 1998
SJI-21
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)
Balance at Charged to Charged to Balance at
Beginning Costs and Other Accounts - Deductions - End
Classification of Period Expenses Describe (a) Describe (b) of Period
- ---------------------------------------------------------------------------------------------------------
Provision for Uncollectible
Accounts for the Year Ended
December 31, 1997 $1,425,062 $1,351,360 $623,647 $1,870,558 $1,529,511
Provision for Uncollectible
Accounts for the Year Ended
December 31, 1996 $982,031 $2,143,518 $376,919 $2,077,406 (c) $1,425,062
Provision for Uncollectible
Accounts for the Year Ended
December 31, 1995 $991,128 $1,264,897 $502,173 $1,776,167 $982,031
<FN>
(a) Recoveries of accounts previously written off and minor adjustments.
(b) Uncollectible accounts written off.
(c) Includes $379,297 reduction in provision resulting from the sale of The Morie Company, Inc. in 1996.
</FN>
SJI-22
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, NJ 08037
Form 10-K FYE 12/31/97
EXHIBIT INDEX
Exhibit
Number
- -----------
(3)(a)(i) Certificate of Incorporation of the Company, as amended
through April 19, 1984. Incorporated by reference from Exhibit (4)(a)
of Form S-2 (2-91515).
(3)(a)(ii) Amendment to Certificate of Incorporation relating to
two-for-one stock split effective as of April 28, 1987. Incorporated
by reference from Exhibit (4)(e)(1) of Form S-3 (33-1320).
(3)(a)(iii) Amendment to Certificate of Incorporation relating to
director and officer liability. Incorporated by reference from Exhibit
(4)(e)(2) of Form S-3 (33-1320).
(3)(b) Bylaws of the Company as amended and restated through
December 30, 1997 (filed herewith).
(4)(a) Form of Stock Certificate for common stock. Incorporated
by reference from Exhibit (4)(a) of Form 10-K for 1985 (1-6364).
(4)(a)(i) Rights Agreement dated as of September 20, 1996 between
South Jersey Industries, Inc. and The Farmers & Merchants National Bank
of Bridgeton. Incorporated by reference from Exhibit 99.1 of Form 8-A
filed April 9, 1996 (1-6364).
(4)(b)(i) First Mortgage Indenture dated October 1, 1947.
Incorporated by reference from Exhibit (4)(b)(i) of Form 10-K for 1987
(1-6364).
(4)(b)(x) Twelfth Supplemental Indenture dated as of June 1, 1980.
Incorporated by reference from Exhibit 5(b) of Form S-7 (2-68038).
(4)(b)(xiv) Sixteenth Supplemental Indenture dated as of April 1,
1988, 10 1/4% Series due 2008. Incorporated by reference from Exhibit
(4)(b)(xv) of Form 10-Q for the quarter ended March 31, 1988 (1-6364).
(4)(b)(xv) Seventeenth Supplemental Indenture dated as of May 1,
1989. Incorporated by reference from Exhibit (4)(b)(xv) of Form 10-K
for 1989 (1-6364).
(4)(b)(xvi) Eighteenth Supplemental Indenture dated as of March 1,
1990. Incorporated by reference from Exhibit (4)(e) of Form S-3
(33-36581).
(4)(b)(xvii) Nineteenth Supplemental Indenture dated as of April 1,
1992. Incorporated by reference from Exhibit (4)(b)(xvii) of Form 10-K
for 1992 (1-6364).
(4)(b)(xviii) Twentieth Supplemental Indenture dated as of June 1,
1993. Incorporated by reference from Exhibit (4)(b)(xviii) of Form
10-K for 1993(1-6364).
(4)(b)(xviv) Twenty-First Supplemental Indenture dated as of March 1,
1997 (filed herewith).
(4)(c) Indenture dated as of January 31, 1995; 8.60% Debenture
Notes due February 1, 2010. Incorporated by reference from Exhibit
(4)(c) of Form 10-K for 1994 (1-6364).
SJI-23
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, NJ 08037
Form 10-K FYE 12/31/97
EXHIBIT INDEX
Exhibit
Number
- -----------
(4)(d) Certificate of Trust for SJG Capital Trust. Incorporated
by reference from Exhibit (3)(a) of Form S-3 - SJG Capital Trust and
South Jersey Gas Company as filed March 27, 1997, as amended April 18,
1997 and April 23, 1997 (333-24065).
(4)(d)(i) Trust Agreement of SJG Capital Trust. Incorporated by
reference from Exhibit (3)(b) of Form S-3 - SJG Capital Trust and South
Jersey Gas Company as filed March 27, 1997, as amended April 18, 1997
and April 23, 1997 (333-24065).
(4)(d)(ii) Form of Amended and Restated Trust Agreement for SJG
Capital Trust. Incorporated by reference from Exhibit (3)(c) of Form
S-3 - SJG Capital Trust and South Jersey Gas Company as filed March 27,
1997, as amended April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(iii) Form of Preferred Security for SJG Capital Trust.
Incorporated by reference from Exhibit (4)(a) of Form S-3 - SJG Capital
Trust and South Jersey Gas Company as filed March 27, 1997, as amended
April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(iv) Form of Deferrable Interest Subordinated Debenture.
Incorporated by reference from Exhibit (4)(b) of Form S-3 - SJG Capital
Trust and South Jersey Gas Company as filed March 27, 1997, as amended
April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(v) Form of Deferrable Interest Subordinated Debenture.
Incorporated by reference from Exhibit (4)(c) of Form S-3 - SJG Capital
Trust and South Jersey Gas Company as filed March 27, 1997, as amended
April 18, 1997 and April 23, 1997 (333-24065).
(4)(d)(vi) Form of Guaranty Agreement between South Jersey Gas
Company and SJG Capital Trust. Incorporated by reference from Exhibit
(4)(d) of Form S-3 - SJG Capital Trust and South Jersey Gas Company as
filed March 27, 1997, as amended April 18, 1997 and April 23, 1997
(333-24065).
(9) None
(10)(d) Gas storage agreement (GSS) between South Jersey Gas
Company and Transco dated October 1, 1993. Incorporated by reference
from Exhibit (10)(d) of Form 10-K for 1993 (1-6364).
SJI-24
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, NJ 08037
Form 10-K FYE 12/31/97
EXHIBIT INDEX
Exhibit
Number
- -----------
(10)(e) Gas storage agreement (S-2) between South Jersey Gas
Company and Transco dated December 16, 1953. Incorporated by reference
from Exhibit (5)(h) of Form S-7 (2-56223).
(10)(f) Gas storage agreement (LG-A) between South Jersey Gas
Company and Transco dated June 3, 1974. Incorporated by reference from
Exhibit (5)(f) of Form S-7 (2-56223).
(10)(h) Gas storage agreement (WSS) between South Jersey Gas
Company and Transco dated August 1, 1991. Incorporated by reference
from Exhibit (10)(h) of Form 10-K for 1991 (1-6364).
(10)(i) Gas storage agreement (LSS) between South Jersey Gas
Company and Transco dated October 1, 1993. Incorporated by reference
from Exhibit (10)(i) of Form 10-K for 1993 (1-6364).
(10)(i)(a) Gas storage agreement (SS-1) between South Jersey Gas
Company and Transco dated May 10, 1987 (effective April 1, 1988).
Incorporated by reference from Exhibit (10)(i)(a) of Form 10-K for 1988
(1-6364).
(10)(i)(b) Gas storage agreement (ESS) between South Jersey Gas
Company and Transco dated November 1, 1993. Incorporated by reference
from Exhibit (10)(i)(b) of Form 10-K for 1993 (1-6364).
(10)(i)(c) Gas transportation service agreement between South Jersey
Gas Company and Transco dated April 1, 1986. Incorporated by reference
from Exhibit (10)(i)(c) of Form 10-K for 1989 (1-6364).
(10)(i)(e) Service agreement (FS) between South Jersey Gas Company
and Transco dated August 1, 1991. Incorporated by reference from
Exhibit (10)(i)(e) of Form 10-K for 1991 (1-6364).
(10)(i)(f) Service agreement (FT) between South Jersey Gas Company
and Transco dated February 1, 1992. Incorporated by reference from
Exhibit (10)(i)(f) of Form 10-K for 1991 (1-6364).
(10)(i)(g) Service agreement (Incremental FT) between South Jersey
Gas Company and Transco dated August 1, 1991. Incorporated by
reference from Exhibit (10)(i)(g) of Form 10-K for 1991 (1-6364).
(10)(i)(i) Gas storage agreement (SS-2) between South Jersey Gas
Company and Transco dated July 25, 1990. Incorporated by reference
from Exhibit (10)(i)(i) of Form 10-K for 1991 (1-6364).
(10)(i)(j) Gas transportation service agreement between South Jersey
Gas Company and Transco dated December 20, 1991. Incorporated by
reference from Exhibit (10)(i)(j) of Form 10-K for 1993 (1-6364).
SJI-25
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, NJ 08037
Form 10-K FYE 12/31/97
EXHIBIT INDEX
Exhibit
Number
- -----------
(10)(i)(k) Amendment to gas transportation agreement dated December
20, 1991 between South Jersey Gas Company and Transco dated October 5,
1993. Incorporated by reference from Exhibit (10)(i)(k) of Form 10-K
for 1993 (1-6364).
(10)(j)(a) Gas transportation service agreement (FTS) between South
Jersey Gas Company and Equitable Gas Company dated November 1, 1986.
Incorporated by reference from Exhibit (10)(j)(a) of Form 10-K for 1989
(1-6364).
(10)(k)(h) Gas transportation service agreement (TF) between South
Jersey Gas Company and CNG Transmission Corporation dated October 1,
1993. Incorporated by reference from Exhibit (10)(k)(h) of Form 10-K
for 1993 (1-6364).
(10)(k)(i) Gas purchase agreement between South Jersey Gas Company
and ARCO Gas Marketing, Inc. dated March 5, 1990. Incorporated by
reference from Exhibit (10)(k)(i) of Form 10-K for 1989 (1-6364).
(10)(k)(k) Gas transportation service agreement (FTS-1) between
South Jersey Gas Company and Columbia Gulf Transmission Company dated
November 1, 1993. Incorporated by reference from Exhibit (10)(k)(k) of
Form 10-K for 1993 (1-6364).
(10)(k)(l) Assignment agreement capacity and service rights (FTS-2)
between South Jersey Gas Company and Columbia Gulf Transmission Company
dated November 1, 1993. Incorporated by reference from Exhibit
(10)(k)(i) of Form 10-K for 1993 (1-6364).
(10)(k)(m) FTS Service Agreement No. 39556 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(m) of Form 10-K
for 1993 (1-6364).
(10)(k)(n) FTS Service Agreement No. 38099 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(n) of Form 10-K
for 1993 (1-6364).
(10)(k)(o) NTS Service Agreement No. 39305 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(o) of Form 10-K
for 1993 (1-6364).
(10)(k)(p) FSS Service Agreement No. 38130 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(p) of Form 10-K
for 1993 (1-6364).
SJI-26
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, NJ 08037
Form 10-K FYE 12/31/97
EXHIBIT INDEX
Exhibit
Number
- -----------
(10)(k)(q) SST Service Agreement No. 38086 between South Jersey Gas
Company and Columbia Gas Transmission Corporation dated November 1,
1993. Incorporated by reference from Exhibit (10)(k)(q) of Form 10-K
for 1993 (1-6364).
(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 Pipeline. Incorporated by reference
from Exhibit (10)(k)(r) of Form 10-K for 1994 (1-6364).
(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. Incorporated by reference from Exhibit (10)(l) of
Form 10-K for 1994 (1-6364).
(10)(l)(a) Form of Deferred Compensation Agreement between the
Company and/or a subsidiary and seven of its officers. Incorporated by
reference from Exhibit (10)(j)(a) of Form 10-K for 1980 (1-6364).
(10)(l)(b) Schedule of Deferred Compensation Agreements (filed
herewith).
(10)(l)(d) Form of Officer Employment Agreement between certain
officers and either the Company or its subsidiaries. Incorporated by
reference from Exhibit (10)(l)(d) of Form 10-K for 1994 (1-6364).
(10)(l)(e) Schedule of Officer Employment Agreements (filed
herewith).
(10)(l)(f) Officer Severance Benefit Program for all officers.
Incorporated by reference from Exhibit (10)(l)(g) of Form 10-K for 1985
(1-6364).
(10)(l)(g) Discretionary Incentive Bonus Program for all officers
and management employees. Incorporated by reference from Exhibit
(10)(l)(h) of Form 10-K for 1985 (1-6364).
(10)(l)(h) The 1987 Stock Option and Stock Appreciation Rights Plan
including Form of Agreement. Incorporated by reference from Exhibit
(10)(l)(i) of Form 10-K for 1987 (1-6364).
(10)(l)(i) Supplemental Executive Retirement Program, as amended and
restated effective July 1, 1997, and Form of Agreement between certain
Company or subsidiary Company officers (filed herewith).
(10)(l)(j) 1997 Stock Option and Stock Appreciation Rights Plan
(filed herewith).
SJI-27
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, NJ 08037
Form 10-K FYE 12/31/97
EXHIBIT INDEX
Exhibit
Number
- -----------
(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, 1997 is filed as an exhibit hereto solely to
the extent portions are specifically incorporated by reference herein
(filed herewith).
(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.
SJI-28