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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, 1999 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.)
1 South Jersey Plaza, 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. [ ]
The aggregate market value of approximately 9,950,100 shares of voting stock
held by non-affiliates of the registrant as of March 1, 2000 was $288,553,000.
As of March 1, 2000, there were 11,278,619 shares of the registrant's common
stock outstanding.
Documents Incorporated by Reference:
In Part I of Form 10-K: Pages 13 and 20 through 24 of 1999 Annual
Report to Shareholders
In Part II of Form 10-K: Pages 2 and 12 through 26 of 1999 Annual Report
to Shareholders
In Part III of Form 10-K: Pages 2 through 6 and 8 through 10 of the Proxy
Statement dated March 10, 2000 for the 2000
Annual Meeting of Shareholders
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PART I
Item 1. Business
General
The registrant, South Jersey Industries, Inc. (SJI), 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 (SJG), a public
utility, and acquiring and developing non-utility lines of business. South
Jersey Energy Company (SJE), a wholly-owned subsidiary of SJI, provides
services for the acquisition and transportation of natural gas and electric for
retail end users and markets total energy manage ment services. SJE also
markets an air quality monitoring system that provides around-the-clock, real-
time monitoring for hazardous airborne substances around a site or facility.
SJE began marketing retail electricity in New Jersey in November 1999 through
South Jersey Energy Solutions, a limited liability company equally owned with
Energy East Solutions, Inc. SJ EnerTrade, Inc. (EnerTrade), a wholly-owned
subsidiary of SJE 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 SJI, principally manages liabilities
associated with the discontinued operations of non-utility subsidiaries and
owns the stock of South Jersey Fuel, Inc. (SJF), an inactive non-utility
subsidiary. SJI also invested in a joint venture with Conectiv Solutions, LLC,
forming Millennium Account Services, LLC (Millennium) in January 1999.
Millennium provides meter reading services to SJG and Conectiv Power Delivery
in southern New Jersey.
Financial Information About Industry Segments
Information regarding Industry Segments is incorporated by reference to
Note 10 on page 23 of SJI's Annual Report to Shareholders for the year ended
December 31, 1999 which is attached to this report. See Item 14(c)(13).
Description of Business
SJI is engaged in the business of operating, through subsidiaries, various
business enterprises. SJI's most significant subsidiary is SJG.
South Jersey Gas Company
Background
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 1.2 million.
SJG serves 273,899 residential, commercial and industrial customers (at
December 31, 1999) in southern New Jersey. Gas sales, transportation and
capacity release for 1999 amounted to approximately 125,818 MMcf (million cubic
feet), of which approximately 50,080 MMcf was firm sales and transportation,
4,011 MMcf was interruptible sales and transportation and 71,727 MMcf was
off-system sales and capacity release. The breakdown of firm sales includes
35.4% residential, 9.3% commercial, 4.6% cogeneration and electric generation,
.5% industrial and 50.2% transportation. At year-end 1999, SJG served 254,601
SJI-2
residential customers, 18,894 commercial customers and 404 industrial
customers. This includes 1999 net additions of 6,391 residential customers,
437 commercial customers and 6 industrial customers.
Under an agreement with Conectiv Inc., 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 1999, 2.3 Bcf (billion cubic feet) was delivered
under this agreement.
SJG serviced 6 cogeneration facilities in 1999. Combined sales and
transportation of natural gas to such customers amounted to approximately 5.0
Bcf in 1999.
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 of the Federal Energy Regulatory Commission (FERC) 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 1999, off-system sales amounted to 42.5 Bcf.
Also in 1999, capacity release and storage through put amounted to 29.2 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 1999 amounted to
approximately 4.0 Bcf, approximately 3.2 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 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. With
the completion of a multipurpose convention center, accompanied by additional
casino, hotel and entertainment development, Atlantic City is enhancing its
status as a year-round destination resort.
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.
SJI-3
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.
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 February, 1999, the Electric Discount and Energy Competition Act (the
Act) was signed into law in New Jersey. This bill created the framework and
necessary time schedules for the restructuring of the state's electric and
natural gas utilities. The Act established "unbundling", where redesigned
utility rate structures allow natural gas and electric consumers to choose
their energy supplier. It also established time frames for instituting
competitive services for customer account functions and to determine whether
basic gas supply service should become competitive.
SJG received BPU approval of its unbundling proposal in January 2000. In
addition to allowing all customers to select their own gas supplier, the
approval incented customers to choose a supplier other than SJG with a Market
Development Credit (MDC). This credit is available to customers through
December 2001. The credit, approximately $2.5 million plus carrying costs,
appears on SJG's books as a Deferred Credit. Therefore, the MDC should not
materially impact future periods.
The unbundling proposal also provided SJG with the ability to recover
carrying costs on unrecovered remediation costs under the Remediation
Adjustment Clause (RAC), while holding the current RAC rate in effect through
October 2002. Our RAC rate last changed in September 1999. SJG's Levelized
Gas Adjustment Clause (LGAC) was also modified by the unbundling process.
Under-recovered gas costs of $11.9 million as of October 31, 1999, and related
carrying costs, will be recovered over 3 years. The LGAC for the period
starting November 1999, continues to operate as it has in the past.
The Act also contains numerous provisions requiring the BPU to
promulgate and adopt a variety of standards related to implementing the Act.
These required standards address fair competition, affiliate relations,
accounting, competitive services, supplier licensing, consumer protection and
aggregation. In March 2000, the BPU issued Interim Standards in response
to the Act. We believe the final standards will not have a material adverse
affect on the company.
Revenue requirements for ratemaking purposes are established on the basis
of firm sales projections. In January 1997, the BPU granted SJG a total rate
increase of $10.3 million. The $6.0 million base rate portion of the increase
was based on a 9.62% rate of return on rate base, which included an 11.25%
return on common equity. The majority of this increase comes from residential
and small commercial customers. Part of the increase is recovered from service
fees which charge specific customers for costs they cause SJG to incur.
Additionally, SJG's threshold for sharing pre-tax margins generated by
interruptible and off-system sales and transportation (Sharing Formula)
increased from $4.0 million to $5.0 million. Later in 1997, the $5.0 million
threshold increased by $500,000, the annual revenue requirement associated with
completing a specific pipeline interconnection. At the end of 1998, the
threshold increased by another $2.0 million, with the completion of major
SJI-4
construction projects. SJG keeps 100% of pre-tax margins up to the threshold
level and 20% of such margins above that level. In October 1998, the BPU
approved a revision to the Sharing Formula as part of an agreement to modify
SJG's Temperature Adjustment Clause (TAC). The revision credits the first
$750,000 above the current threshold level to the LGAC customers. Thereafter,
SJG keeps 20% of the pre-tax margins as it has historically. Additional
information on regulatory affairs is incorporated by reference to Notes 1, 7,
8, 9 and 13 of SJI's Annual Report to Shareholders for the year ended
December 31, 1999 which is attached to this report. See Item 14(c)(13).
South Jersey Energy Company
SJE, a New Jersey corporation, is a wholly owned non-regulated subsidiary
of SJI and provides services for the acquisition and transportation of natural
gas for retail and end users and markets total energy management services.
During 1998, SJE also engaged in trading activities in the electric wholesale
market. However, as a result of an alliance with Energy East Corporation, SJE
ceased buying and selling wholesale electricity. Upon expiration of SJE's last
wholesale electric contract in December 1999, SJE formally exited wholesale
electric operations. The alliance enhances SJE's ability to offer a variety of
products and services, from large scale cogeneration projects to retail
electricity. In 1999, SJE was profitable but contributed less than 5% on a
consolidated basis to SJI's net income.
SJ EnerTrade
EnerTrade, a New Jersey corporation established by SJI in 1997, is a
wholly owned non-regulated subsidiary of SJE 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. EnerTrade conducts these activities directly, and through a joint
venture arrangement with UPR Energy Marketing. EnerTrade owns a 50%, non-
controlling interest in the joint venture, South Jersey Resources Group, LLC.
Energy & Minerals, Inc.
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 EnerTrade.
R&T Group, Inc.
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 by 1997 and the subsidiaries
were merged into R&T. The financial statements include R&T as a discontinued
operation (see Note 5 on page 21 of SJI's Annual Report to Shareholders for the
year ended December 31, 1999 which is attached to this report).
In 1999, SJI 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 SJI or which otherwise was
material.
Raw Materials
South Jersey Gas Company
Transportation Contracts and Storage
SJG has direct connections to two interstate pipeline companies, Transco
and Columbia. During 1999, SJG purchased and had delivered approximately 68.2
Bcf of natural gas for distribution to both on-system and off-system customers.
Of this total, 52.4 Bcf was transported on the Transco pipeline system and 15.8
Bcf was transported on the Columbia pipeline system. SJG also secures firm
transportation and other long term services from four additional pipelines
upstream of the Transco and Columbia systems. They include: Columbia Gulf
SJI-5
Transmission Company (Columbia Gulf), Sempra Energy Trading Corp. (Sempra),
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 four year-round and one seasonal firm transportation
(FT) service arrangements. When combined, these services enable SJG to
purchase from third parties and have delivered to its city gate stations by
Transco a total of 159,589 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 agre ement 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 86,999 Mcf per day during periods of high
demand. The terms of the storage service agreements extend for various periods
from 2001 to 2008.
Sempra:
SJG has separate gas sales and capacity management agreements with Sempra,
which were formerly with CNG Energy Service, Corp., which 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 also subscribes to a firm storage service from Columbia, to March 31,
2009, which provides a maximum withdrawal quantity of 51,102 Mcf/d during the
winter season with an associated 3,355,557 Mcf of storage capacity.
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 4,829 Mcf/d may be withdrawn during the winter season. The
gas is delivered to SJG under firm transportation agreements with Equitrans,
CNG and Transco.
Gas Supplies
SJG has several long term gas supply agreements with various producers and
marketers that expire between 2000 and 2007. Under these agreements, SJG can
purchase up to 66,427,914 Mcf of natural gas per year. When advantageous, SJG
can purchase spot supplies of natural gas in place of or in addition to those
volumes reserved under long-term agreements.
The following chart shows by percentage the actual sources of purchased
gas supply for each of the last three years:
1999 1998 1997
------ ------ ------
Long-Term Contract 76.8% 61.8% 73.2%
Spot 23.2% 38.2% 26.8%
------ ------ ------
Total 100.0% 100.0% 100.0%
SJI-6
Supplemental Gas Supplies
SJG has a long term Liquified Natural Gas (LNG) purchase agreement with a
third party provider which extends through October 31, 2000. For the 1999-2000
contract year, SJG's annual contract quantity under the agreement is 186,047
Mcf. LNG purchases are transported to SJG's McKee City, New Jersey LNG storage
facility by truck. SJG is currently in the process of securing a new LNG
contract to replace the existing deal.
SJG operates peaking facilities which can store and vaporize LNG 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 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/d of gas per day into SJG's distribution system.
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 1999-2000 winter season to be 442,676 Mcf versus a design day
supply of 460,565 Mcf. On January 17, 2000, SJG experienced its highest peak-
day demand of 371,612 Mcf with an average temperature of 12.95 degrees F. In
1999, SJG experienced a peak-day demand of 323,750 Mcf with an average
temperature of 22.58 degrees F.
Gas Prices
SJG's average commodity cost of gas purchased in 1999 was $2.30 per Mcf.
South Jersey Energy Company
Access to gas suppliers and cost of gas are significant to the operations
of SJE and its subsidiary, EnerTrade. 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 SJI 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's revenues and net income are
significantly higher during the first and fourth quarters than 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 and fall months. These purchases are financed by short-term loans
which are significantly reduced during the winter months when gas revenues are
higher. Reference is also made to "Liquidity" on page 13 of the SJI's Annual
Report to Shareholders for the year ended December 31, 1999 which is attached
to this report.
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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.
Backlog
Backlog is not material to an understanding of SJI's business or that of
any of its subsidiaries.
Government Contracts
No material portion of the business of SJI 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 commodity 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, while maintaining focus on
being a low-cost provider of natural gas and energy services.
SJE competes with a number of other marketers/brokers in the selling of
wholesale and retail natural gas and retail electricity. Competition includes
SJG, other utilities and alliances which include other utility companies.
Research
During the last three fiscal years, neither SJI 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 13 on pages 24 and 25 of the SJI Annual
Report to Shareholders for the year ended December 31, 1999 which is
attached to this report.
Employees
SJI and its subsidiaries had a total of 665 employees as of
December 31, 1999.
Financial Information About Foreign and Domestic Operations and Export Sales
SJI has no foreign operations and export sales have not been a significant
part of SJI's business.
SJI-8
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, 1999, there were approximately 92 miles of mains in the
transmission systems and 5,132 miles of mains in the distribution systems.
SJG owns office and service buildings, including its corporate
headquarters, at seven locations in the territory and a liquefied natural gas
storage and vaporization facility.
As of December 31, 1999, SJG's utility plant had a gross book value of
$721.3 million and a net book value, after accumulated depreciation, of $529.1
million. In 1999, $47.4 million was spent on additions to utility plant and
there were retirements of property having an aggregate gross book cost of $6.0
million. SJG construction and remediation expenditures for 2000 are currently
expected to approximate $49.8 million.
Virtually all of SJG's transmission pipeline, distribution mains and
service connections are in streets or highways or on the property of others.
The transmission and distribution systems are maintained under franchises or
permits or rights-of-way, many of which are perpetual. SJG's properties (other
than property specifically excluded) are subject to a lien of mortgage under
which its first mortgage bonds are outstanding. We believe these properties
are well maintained and in good operating condition.
EMI owns 235 acres of land in Vineland, New Jersey.
SJF, 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.
SJI owns approximately 139 acres of land in Folsom, New Jersey,
approximately 9.29 acres of land in Linwood, New Jersey and a commercial office
building in Chester, Pennsylvania.
Item 3. Legal Proceedings
SJI is subject to claims which arise in the ordinary course of its
business and other legal proceedings. In November 1999, Goldin Associates LLC,
Trustee for the Power Company of America Liquidating Trust (PCA), filed a
complaint in bankruptcy court against SJE seeking damages of $11 million plus
interest and attorneys' fees. PCA was a wholesale electricity trading company
with whom SJE did business. PCA filed for bankruptcy protection under
Chapter 11 of the Bankruptcy Code. We believe SJE acted prudently, responsibly
and in accordance with contractual obligations in its transactions with PCA.
Management of SJI believes that any pending or potential legal proceedings will
not materially affect its operations, consolidated financial position or cash
flow.
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 1999 fiscal year.
SJI-9
Item 4-A. Executive Officers of the Registrant
Name Age Positions with SJI
Charles Biscieglia 55 Chairman of the Board, President
and Chief Executive Officer
Edward J. Graham 42 Vice President
David A. Kindlick 45 Vice President
Albert V. Ruggiero 51 Vice President
George L. Baulig 58 Vice President & Corporate
Secretary
William J. Smethurst, Jr. 53 Treasurer
Charles Biscieglia was elected Assistant Vice President, Commercial
Operations of SJG in May 1981, Vice President, Commercial Operations in
November 1983, Senior Vice President, Operations in April 1987, Executive Vice
President and Chief Operating Officer in April 1991 and President and Chief
Executive Officer in March 1998. Mr. Biscieglia was elected Vice President of
SJI in April 1997, President and Chief Executive Officer in October 1998 and
Chairman, President and Chief Executive Officer in January 2000.
Edward J. Graham was elected Vice President & Controller of SJG in
June 1994, Vice President, Gas Management in April 1995, and Senior Vice
President, Energy Management in April 1998. Mr. Graham was elected President
of SJ EnerTrade in October 1997 and President of SJE in October 1998.
Mr. Graham was elected Vice President of SJI in June 1998.
David A. Kindlick was elected Assistant Vice President, Revenue
Requirements of SJG in October 1989, Vice President, Revenue Requirements in
April 1992, Vice President, Rates and Budgeting in April 1995, and Senior Vice
President, Finance and Rates in April 1998. Mr. Kindlick was elected Vice
President of SJI in June 1997.
Albert V. Ruggiero was elected Vice President, Human Resources of SJG in
April 1990, Vice President, Human Resources & External Affairs in April 1995
and Senior Vice President, Corporate Development in April 1998. Mr. Ruggiero
was elected Vice President of SJI in October 1998.
George L. Baulig was elected Secretary and Assistant Treasurer of SJI, SJG
and EMI in November 1980 and Treasurer of SJI in October 1996. Mr. Baulig also
serves as Secretary of R&T and SJE, since October 1989 to date. Mr. Baulig
was elected Senior Vice President and Corporate Secretary of SJG in April 1998.
Mr. Baulig was elected Vice President of SJI in April 1999 and at the same time
relinquished the Treasurer's title.
William J. Smethurst, Jr. was elected Assistant Secretary & Assistant
Treasurer of SJG in November 1981, Treasurer & Assistant Secretary in
November 1983, Controller & Assistant Secretary in April 1988 and Vice
President & Treasurer in April 1992. Mr. Smethurst was elected Treasurer of
SJ EnerTrade in October 1997 and Treasurer of R&T Group in April 1998.
Mr. Smethurst was elected Assistant Secretary & Assistant Treasurer of SJE in
March 1981, Treasurer & Assistant Secretary in March 1987 and Treasurer in
April 1995. Mr. Smethurst was elected Assistant Secretary & Assistant
Treasurer of EMI in November 1981 and Treasurer in April 1998. Mr. Smethurst
was elected Assistant Secretary & Assistant Treasurer of SJI in November 1981
and Treasurer in April 1999.
Executive officers of SJI 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 6
on pages 21 and 22 and the bottom of page 26 of SJI's Annual Report to
Shareholders for the year ended December 31, 1999 which is attached to this
report.
Item 6. Selected Financial Data
Information required by this item is incorporated by reference to page 2
of SJI's Annual Report to Shareholders for the year ended December 31, 1999
which is attached to this report.
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
12 through 15 of SJI's Annual Report to Shareholders for the year ended
December 31, 1999 which is attached to this report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risks
SJI is exposed to interest rate risk and, to a much lesser degree,
commodity price risk. Outlined below is a description of these exposures and
an explanation as to how we manage these risks.
Interest Rate Risk - SJI is subject to the risk of fluctuating interest
rates in the normal course of business. We manage interest rates through the
use of fixed and, to a lesser extent, variable rate debt. For fiscal year
1999, a hypothetical 10% change in interest rates would have resulted in a $0.5
million change in interest costs and earnings before taxes related to variable
rate debt.
Commodity Price Risk - SJI and its subsidiaries do not enter into
derivatives transactions to hedge natural gas costs. Information on commodity
price risk is incorporated by reference to the Financial Risk Management
section on Page 15 of SJI's Annual Report to Shareholders for the year ended
December 31, 1999, which is attached to this report.
Item 8. Financial Statements and Supplementary Data
Information required by this item is incorporated by reference to pages
15 through 25 and the top of page 26 of SJI's Annual Report to Shareholders for
the year ended December 31, 1999 which is attached to this report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
SJI-11
PART III
Item 10. Directors and Executive Officers of the Registrant
Information required by this item relating to the directors of SJI is
incorporated by reference to pages 2 through 5 of SJI's definitive Proxy
Statement, dated March 10, 2000, filed in connection with SJI's 2000 Annual
Meeting of Shareholders. Information required by this item relating to the
executive officers of SJI 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
7 through 11 of SJI's definitive Proxy Statement, dated March 10, 2000, filed
in connection with SJI's 2000 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 SJI's definitive Proxy Statement, dated March 10, 2000, filed in
connection with SJI's 2000 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
Information required by this item is incorporated by reference to page 6
of SJI's definitive Proxy Statement, dated March 10, 2000, filed in connection
with SJI's 2000 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 16, 2000, are incorporated herein by reference to pages 15
through 25 of SJI's Annual Report to Shareholders for the year ended
December 31, 1999 which is attached to this report.
2 - Supplementary Financial Information
Information regarding selected quarterly financial data is incorporated
herein by reference to page 26 of SJI's Annual Report to Shareholders for the
year ended December 31, 1999 which is attached to this report.
Supplemental Schedules as of December 31, 1999, 1998 and 1997 and for the
three years ended December 31, 1999, 1998, and 1997:
The Independent Auditors' Report of Deloitte & Touche LLP, Auditors of
SJI (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.
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 Description/Reference
(3)(a)(i) Certificate of Incorporation of South Jersey Industries, Inc., 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 South Jersey Industries, Inc. as amended and restated
through November 19, 1999 (filed herewith).
SJI-13
Exhibit
Number Description/Reference
(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)(xix) Twenty-First Supplemental Indenture dated as of March 1, 1997.
Incorporated by reference from Exhibit (4)(b)(xviv) of Form 10-K
for 1997(1-6364).
(4)(b)(xx) Twenty-Second Supplemental Indenture dated as of October 1, 1998.
Incorporated by reference from Exhibit (4)(b)(ix) of Form S-3
(333-62019).
(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).
SJI-14
Exhibit
Number Description/Reference
(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 (33 3-24065).
(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 (33 3-24065).
(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 (33 3-24065).
(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).
(4)(e) Medium Term Note Indenture of Trust dated October 1, 1998.
Incorporated by reference from Exhibit 4(e) of Form S-3
(333-62019).
(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).
SJI-15
Exhibit
Number Description/Reference
(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).
(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).
SJI-16
Exhibit
Number Description/Reference
(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).
(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 South Jersey
Industries, Inc. 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. Incorporated by
reference from Exhibit (10)(l)(b) of Form 10-K for 1997 (1-6364).
SJI-17
Exhibit
Number Description/Reference
(10)(l)(d)* Form of Officer Employment Agreement between certain officers and
either South Jersey Industries, Inc. or its subsidiaries (filed
herewith).
(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 SJI or subsidiary officers. Incorporated by reference
from Exhibit (10)(l)(i) of Form 10-K for 1997 (1-6364).
(10)(l)(j)* 1997 Stock Option and Stock Appreciation Rights Plan (filed
herewith).
(12) Calculation of Ratio of Earnings to Fixed Charges (Before Federal
Income Taxes) (filed herewith).
(13) The Annual Report to Shareholders of SJI for the year ended
December 31, 1999 is filed as an exhibit hereto solely to the
extent portions are specifically incorporated by reference herein
(filed herewith).
(21) Subsidiaries of the Registrant (filed herewith).
(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).
* Constitutes a management contract or a compensatory plan or arrangement.
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 30, 2000
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/ Charles Biscieglia Chairman of the Board, March 30, 2000
(Charles Biscieglia) President and Chief
Executive Officer
/s/ David A. Kindlick Vice President March 30, 2000
(David A. Kindlick) (Principal Financial Officer)
/s/ William J. Smethurst, Jr. Treasurer March 30, 2000
(William J. Smethurst, Jr.) (Principal Accounting Officer)
/s/ George L. Baulig Vice President & Corporate March 30, 2000
(George L. Baulig) Secretary
/s/ Shirli M. Billings Director March 30, 2000
(Shirli M. Billings)
/s/ Sheila H. Coco Director March 30, 2000
(Sheila H. Coco)
/s/ Richard L. Dunham Director March 30, 2000
(Richard L. Dunham)
SJI-19
Signature Title Date
__________________________ Director March 30, 2000
(W. Cary Edwards)
/s/ Thomas L. Glenn, Jr. Director March 30, 2000
(Thomas L. Glenn, Jr.)
/s/ Herman D. James Director March 30, 2000
(Herman D. James)
/s/ Clarence D. McCormick Director March 30, 2000
(Clarence D. McCormick)
/s/ Frederick R. Raring Director March 30, 2000
(Frederick R. Raring)
SJI-20
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
South Jersey Industries, Inc.:
We have audited the consolidated financial statements of South Jersey
Industries, Inc. and its subsidiaries as of December 31, 1999 and 1998, and for
each of the three years in the period ended December 31, 1999, and have issued
our report thereon dated February 16, 2000; such financial statements and
report are included in your 1999 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) 2. This financial statement schedule is the
responsibility of the Corporation'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 16, 2000
SJI-21
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
Col. A Col. B Col. C Col. D Col. E
- -------------------------------------------------------------------------------------------------------
Additions
------------------------------
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, 1999 $1,283 $952 $336 $1,454 $1,117
Provision for Uncollectible
Accounts for the Year Ended
December 31, 1998 $1,530 $1,477 $411 $2,135 $1,283
Provision for Uncollectible
Accounts for the Year Ended
December 31, 1997 $1,425 $1,351 $624 $1,870 $1,530
(a) Recoveries of accounts previously written off and minor adjustments.
(b) Uncollectible accounts written off.
SJI-22
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/99
EXHIBIT INDEX
Exhibit
Number Description/Reference
(3)(a)(i) Certificate of Incorporation of South Jersey Industries, Inc., 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 South Jersey Industries, Inc. as amended and restated
through November 19, 1999 (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)(xix) Twenty-First Supplemental Indenture dated as of March 1, 1997.
Incorporated by reference from Exhibit (4)(b)(xviv) of Form 10-K
for 1997(1-6364).
(4)(b)(xx) Twenty-Second Supplemental Indenture dated as of October 1, 1998.
Incorporated by reference from Exhibit (4)(b)(ix) of Form S-3
(333-62019).
SJI-23
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/99
EXHIBIT INDEX
Exhibit
Number Description/Reference
(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).
(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 (33 3-24065).
(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 (33 3-24065).
(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 (33 3-24065).
(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).
(4)(e) Medium Term Note Indenture of Trust dated October 1, 1998.
Incorporated by reference from Exhibit 4(e) of Form S-3
(333-62019).
(9) None
SJI-24
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/99
EXHIBIT INDEX
Exhibit
Number Description/Reference
(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).
(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.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/99
EXHIBIT INDEX
Exhibit
Number Description/Reference
(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.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/99
EXHIBIT INDEX
Exhibit
Number Description/Reference
(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 South Jersey
Industries, Inc. 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. Incorporated by
reference from Exhibit (10)(l)(b) of Form 10-K for 1997 (1-6364).
(10)(l)(d)* Form of Officer Employment Agreement between certain officers and
either South Jersey Industries, Inc. or its subsidiaries (filed
herewith).
(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 SJI or subsidiary officers. Incorporated by reference
from Exhibit (10)(l)(i) of Form 10-K for 1997 (1-6364).
(10)(l)(j)* 1997 Stock Option and Stock Appreciation Rights Plan (filed
herewith).
SJI-27
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/99
EXHIBIT INDEX
Exhibit
Number Description/Reference
(12) Calculation of Ratio of Earnings to Fixed Charges (Before Federal
Income Taxes) (filed herewith).
(13) The Annual Report to Shareholders of SJI for the year ended
December 31, 1999 is filed as an exhibit hereto solely to the
extent portions are specifically incorporated by reference herein
(filed herewith).
(21) Subsidiaries of the Registrant (filed herewith).
(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).
* Constitutes a management contract or a compensatory plan or arrangement.
SJI-28