SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 2001
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South Jersey Gas Company
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(Exact name of registrant as specified in its charter)
New Jersey 0-222111 21-0398330
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One South Jersey Plaza, Route 54, Folsom, NJ 08037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 561-9000
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Item 5. Other Events
On July 19, 2001, South Jersey Gas Company (the "Company") entered
into a Terms Agreement with respect to the sale of $10,000,000 aggregate
principal amount of its Secured Medium Term Notes, Series A 2001-3, due July 31,
2016 (the "Notes"). The Company registered its Secured Medium Term Notes under
the Securities Act of 1933 pursuant to a Registration Statement on Form S-3
(File No. 333-62019).
Incorporation of Certain Documents by Reference
Pursuant to Rule 411 of Regulation C under the Securities Act and in
reliance on Ambac Assurance Corporation, SEC No-Action Letter (December 19,
1996), the Company does hereby incorporate by reference the consolidated
financial statements of Ambac Assurance Corporation and its subsidiaries as of
December 31, 2000 and December 31, 1999 and for the three-year period ended
December 31, 2000, included in the Annual Report on Form 10-K of Ambac Financial
Group, Inc. (which was filed with the Securities and Exchange Commission on
March 28, 2001) and the unaudited consolidated financial statements of Ambac
Assurance Corporation and its subsidiaries as of March 31, 2001 and for the
periods ended March 31, 2001 and March 31, 2000, included in the Quarterly
Report on Form 10-Q of Ambac Financial Group, Inc. for the period ended March
31, 2001 (which was filed with the Securities and Exchange Commission on May 15,
2001) into (i) this Current Report on Form 8-K; (ii) the Company's Registration
Statement on Form S-3 (File No. 333-62019); and (iii) the pricing supplement to
the Registration Statement dated July 19, 2001 relating to the Notes filed
pursuant to Rule 424(b) under the Securities Act.
In connection with the incorporation of such documents by reference,
the Company is hereby filing the consent of KPMG LLP, independent accountants
for Ambac Assurance Corporation, insurer of the Notes, to the use of its name
and the incorporation by reference of their report in the Registration Statement
and the pricing supplement. The consent of KPMG LLP is filed herewith as
Exhibit 23.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
1 Terms Agreement dated July 19, 2001.
23.1 Consent of Cozen O'Connor.
23.2 Consent of KPMG LLP.
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SIGNATURE
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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: July 20, 2001 SOUTH JERSEY GAS COMPANY
By: /s/ David A. Kindlick
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Name: David A. Kindlick
Title: Senior Vice President, Finance and Rates
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