Back to GetFilings.com
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, 1998 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. [X]
The aggregate market value of approximately 9,435,700 shares of voting stock
held by non-affiliates of the registrant as of March 1, 1999 was $229,405,456.
As of March 1, 1999, there were 10,780,042 shares of the registrant's common
stock outstanding.
Documents Incorporated by Reference:
In Part I of Form 10-K: Pages 13, 20, 21, 22, 23 and 25 of 1998
Annual Report to Shareholders
In Part II of Form 10-K: Page 1 and Pages 12 through 26 of 1998 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 12, 1999 for the
1999 Annual Meeting of Shareholders
- Title Page -
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 electricity for commercial,
industrial and residential users. 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
temporary cash investments derived from the sale of certain non-utility
businesses and related assets in 1996 and 1997, 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.
Financial Information About Industry Segments
Information regarding Industry Segments is incorporated by reference to
Note 8 on page 23 of SJI's Annual Report to Shareholders for the year ended
December 31, 1998 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 1.1 million.
SJG serves 267,065 residential, commercial and industrial customers (at
December 31, 1998) in southern New Jersey. Gas sales and transportation for
1998 amounted to approximately 80,521,000 Mcf (thousand cubic feet), of which
approximately 46,862,000 Mcf was firm sales and transportation, 6,743,000 Mcf
was interruptible sales and transportation and 26,916,000 Mcf was off-system
sales. The breakdown of firm sales includes 36.2% residential, 10.3%
commercial, 5.1% cogeneration and electric generation, .7% industrial and 47.7%
transportation. At year-end 1998, SJG served 248,210 residential customers,
18,457 commercial customers and 398 industrial customers. This includes 1998
net additions of 6,078 residential customers, 420 commercial customers and no
industrial customers.
SJI-2
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 1998, 2.5 Bcf (billion cubic feet) was delivered under this
agreement.
SJG serviced 7 cogeneration facilities in 1998. Combined sales and
transportation of natural gas to such customers amounted to approximately 6.0
Bcf in 1998.
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 1998, off-system sales amounted to 26.9 Bcf.
Also in 1998, capacity release and storage throughput amounted to 27.3 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 1998 amounted to approximately 6.7
Bcf, approximately 6.2 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 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.
SJI-3
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 August 1997, SJG initiated its BPU approved pilot program to give
residential customers a choice of gas supplier. The program included
approximately 17,310 residential customers as of year end 1998. 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. 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
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 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, 5, 6, 7 and 13 of SJI's Annual Report to
Shareholders for the year ended December 31, 1998 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. The alliance enhances SJE's
ability to offer a variety of products and services, from large sale
cogeneration projects to retail electricity when regulation permits. In 1998,
SJE was profitable but did not contribute materially to SJI's bottom line.
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.
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.
SJI-4
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
3 on page 21 of SJI's Annual Report to Shareholders for the year ended December
31, 1998 which is attached to this report). See Item 14(c)(13).
In 1998, 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 1998, SJG purchased and had delivered approximately 51.7
Bcf of natural gas for distribution to both on-system and off-system customers.
Of this total, 38.6 Bcf was transported on the Transco pipeline system and 13.1
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
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 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 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.
SJI-5
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 entered into
an agreement with Columbia to subscribe to an incremental 31,296 Mcf/d of
storage deliverability with an additional 2,234,482 Mcf of storage capacity that
became available on 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.
Gas Supplies
SJG has several long term gas supply agreements with various producers and
marketers that expire between 1999 and 2007. Under these agreements, SJG can
purchase up to 52,008,000 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:
1998 1997 1996
------ ------ ------
Long-Term Contract 61.8% 73.2% 83.5%
Spot 38.2% 26.8% 16.5%
------ ------ ------
Total 100.0% 100.0% 100.0%
Supplemental Gas Supplies
SJG has a long term LNG purchase agreement with a third party provider
which extends through October 31, 2000. For the 1998-1999 contract year, SJG's
annual contract quantity under the agreement is 279,070 Mcf. LNG purchases
are transported to SJG's McKee City, New Jersey LNG storage facility by truck.
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/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 1998-1999 winter season to be 412,001 Mcf versus a design day supply of
428,215 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 1998, SJG
experienced a peak-day demand of 313,978 Mcf with an average temperature of
22.97 degrees F.
SJI-6
Gas Prices
SJG's average commodity cost of gas purchased in 1998 was $2.27 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 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 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 13 of the SJI's Annual Report to
Shareholders for the year ended December 31, 1998 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.
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
SJI-7
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 and retail 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 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 page 25 of the SJI's Annual Report to
Shareholders for the year ended December 31, 1998 which is attached to this
report. See Item 14(c)(13).
Employees
SJI and its subsidiaries had a total of 667 employees as of December 31,
1998.
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.
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, 1998, there were approximately 92 miles of mains in the
transmission systems and 5,038 miles of mains in the distribution systems.
In 1998, 270 miles of mains previously reported as transmission were
reclassified as distribution.
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.
As of December 31, 1998, the SJG utility plant had a gross book value of
$680.0 million and a net book value, after accumulated depreciation, of $500.4
million. In 1998, $64.9 million was spent on additions to utility plant and
there were retirements of property having an aggregate gross book cost of $4.4
million. SJG construction and remediation expenditures for 1999 are currently
expected to approximate $52.2 million.
Virtually all of the SJG transmission pipeline, distribution mains and
service connections are in streets or highways or on the property of others.
The SJG transmission and distribution systems are maintained under franchises or
permits or rights-of-way, many of which are perpetual. The SJG properties
(other than property specifically excluded) are subject to a lien of mortgage
under which its first mortgage bonds are outstanding. Such properties are well
maintained and in good operating condition.
EMI owns commercial real estate in Millville, New Jersey and 235 acres of
land in Vineland, New Jersey.
SJF, an inactive subsidiary, owns real estate in Deptford Township and
Upper Township, New Jersey.
SJI-8
R&T, an inactive subsidiary, owns land and buildings in Vineland, New
Jersey and real estate in Pleasantville, New Jersey.
SJI 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
SJI is subject to claims which arise in the ordinary course of its business
and other legal proceedings. In September 1998, SJI settled a claim that a
group of Atlantic City casinos filed with the BPU alleging overcharges of over
$10 million, including interest. Management of SJI 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 25 of SJI's Annual Report to
Shareholders for the year ended December 31, 1998 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 1998 fiscal year.
Item 4-A. Executive Officers (Other Than Directors) of the Registrant
Name Age Positions with SJI
---- --- ------------------
Edward J. Graham 41 Vice President
David A. Kindlick 44 Vice President
Albert V. Ruggiero 50 Vice President
George L. Baulig 57 Secretary and Treasurer
There is no family relationship among the officers of the registrant.
Edward J. Graham was elected Vice President & Controller of SJG effective
June 1994, Vice President, Gas Management effective April 1995, and Senior Vice
President, Energy Management on April 1998. Mr. Graham was elected President of
SJ EnerTrade effective October 1997 and President of SJE effective 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 effective October 1989, Vice President, Revenue Requirements
effective April 1992, Vice President, Rates and Budgeting effective April
1995, and Senior Vice President, Finance and Rates effective April 1998.
Mr. Kindlick was elected Vice President of SJI effective June 1997.
Albert V. Ruggiero was elected Vice President, Human Resources of SJG
effective April 1990, Vice President, Human Resources & External Affairs
effective April 1995 and Senior Vice President, Corporate Development effective
April 1998. Mr. Ruggiero was elected Vice President of SJI effective October
1998.
George L. Baulig was elected Secretary and Assistant Treasurer of SJI, SJG
and EMI effective November 1980. Mr. Baulig also serves as Secretary of R&T and
SJE, effective October 1989 to date. Mr. Baulig was elected Treasurer of SJI,
effective October 1996.
Executive officers of SJI are elected annually and serve at the pleasure of
the Board of Directors.
SJI-9
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 21 and the bottom of page 26 of SJI's Annual Report to Shareholders for the
year ended December 31, 1998 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
SJI's Annual Report to Shareholders for the year ended December 31, 1998 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 12,
13, 14 and 15 of SJI's Annual Report to Shareholders for the year ended December
31, 1998 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 15
through 25 and the top of page 26 of SJI's Annual Report to Shareholders for the
year ended December 31, 1998 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
SJI-10
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 6 of SJI's definitive Proxy
Statement, dated March 12, 1999, filed with the Commission, File number 1-6364,
in connection with SJI's 1999 Annual Meeting of Shareholders. Information
required by this item relating to the executive officers (other than Directors)
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 8
through 10 of SJI's definitive Proxy Statement, dated March 12, 1999, filed with
the Commission, File number 1-6364, in connection with SJI's 1999 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 12, 1999, filed with
the Commission, File number 1-6364, in connection with SJI's 1999 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 12, 1999, filed with the
Commission, File number 1-6364, in connection with SJI's 1999 Annual Meeting of
Shareholders.
SJI-11
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 12, 1999, are incorporated herein by reference to pages 15
through 25 of SJI's Annual Report to Shareholders for the year ended December
31, 1998 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 26 of SJI's Annual Report to Shareholders for the
year ended December 31, 1998 which is attached to this report. See Item
14(c)(13).
Supplemental Schedules as of December 31, 1998, 1997 and 1996 and for the
three years ended December 31, 1998, 1997, and 1996:
The Independent Auditors' Report of Deloitte & Touche LLP, Auditors of SJI
(page 20)
Schedule II - Valuation and Qualifying Accounts (page 21)
(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
(1)(a) Medium Term Note Distribution Agreement. Incorporated by reference from
Exhibit (1)(a) of Form S-3 (333-62019).
(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
October 23, 1998 (filed herewith).
SJI-12
Exhibit
Number
(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-13
Exhibit
Number
(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).
(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-14
Exhibit
Number
(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-15
Exhibit
Number
(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-16
Exhibit
Number
(10)(l)(d) Form of Officer Employment Agreement between certain officers and
either South Jersey Industries, Inc. 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 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. Incorporated
by reference from Exhibit (10)(l)(j) of Form 10-K for 1997 (1-6364).
(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 SJI for the year ended December 31,
1998 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-17
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 29, 1999
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 President and Chief Executive March 29, 1999
(Charles Biscieglia) Officer
/s/ David A. Kindlick Vice President March 29, 1999
(David A. Kindlick) (Principal Financial Officer)
/s/ William J. Smethurst, Jr. Assistant Secretary and Assistant March 29, 1999
(William J. Smethurst, Jr.) Treasurer
(Principal Accounting Officer)
/s/ George L. Baulig Secretary and Treasurer March 29, 1999
(George L. Baulig)
/s/ Anthony G. Dickson Director March 29, 1999
(Anthony G. Dickson)
/s/ Richard L. Dunham Director March 29, 1999
(Richard L. Dunham)
/s/ W. Cary Edwards Director March 29, 1999
(W. Cary Edwards)
SJI-18
Signature Title Date
/s/ Thomas L. Glenn, Jr. Director March 29, 1999
(Thomas L. Glenn, Jr.)
/s/ Herman D. James Director March 29, 1999
(Herman D. James)
/s/ Clarence D. McCormick Director March 29, 1999
(Clarence D. McCormick)
/s/ Frederick R. Raring Director March 29, 1999
(Federick R. Raring)
/s/ Shirli M. Vioni Director March 29, 1999
(Shirli M. Vioni)
SJI-19
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, 1998 and 1997, and for
each of the three years in the period ended December 31, 1998, and have issued
our report thereon dated February 12, 1999; such financial statements and
report are included in your 1998 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
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 12, 1999
SJI-20
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, 1998 $1,529,511 $1,476,914 $411,430 $2,134,566 $1,283,289
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
(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.
SJI-21
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/98
EXHIBIT INDEX
Exhibit
Number
(1)(a) Medium Term Note Distribution Agreement. Incorporated by reference
from Exhibit (1)(a) of Form S-3 (333-62019).
(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 October 23, 1998 (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).
SJI-22
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/98
EXHIBIT INDEX
Exhibit
Number
(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).
(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).
SJI-23
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/98
EXHIBIT INDEX
Exhibit
Number
(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).
(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).
SJI-24
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/98
EXHIBIT INDEX
Exhibit
Number
(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).
(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).
SJI-25
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/98
EXHIBIT INDEX
Exhibit
Number
(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).
(10)(l)(d) Form of Officer Employment Agreement between certain
officers and either South Jersey Industries, Inc. 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).
SJI-26
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Form 10-K FYE 12/31/98
EXHIBIT INDEX
Exhibit
Number
(10)(l)(i) Supplemental Executive Retirement Program, as amended and
restated effective July 1, 1997, and Form of Agreement between certain
South Jersey Industries, Inc. 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.
Incorporated by reference from Exhibit (10)(l)(j) of Form 10-K for 1997
(1-6364).
(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, 1998 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-27