As filed with the Securities and Exchange Commission on November 25, 2003
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1901645
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
1 South Jersey Plaza
Folsom, New Jersey 08037
(609) 561-9000
(Address and telephone number of registrant's principal executive offices)
Charles Biscieglia
Chairman and Chief Executive Officer
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, New Jersey 08037
(609) 561-9000
(Name, address and telephone
number of agent for service)
with a copy to:
Richard J. Busis, Esquire
Cozen O'Connor
1900 Market Street
Philadelphia, Pennsylvania 19103
(215) 665-2000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the registration statement.
Cover Page 1
If the only securities being registered on this form are to be
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Aggregate Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee(1)
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Common Stock,
$1.25 par value 1,500,000 $38.575 $57,862,500 $4,681.08
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933 based
upon the average of the high and low prices reported on the New York Stock
Exchange of the Registrant's Common Stock on November 20, 2003.
The prospectus included in this Registration Statement is a combined
prospectus as permitted by Rule 429 under the Securities Act of 1933 and
includes, as of November 21, 2003, a total of 404,347 shares of common stock
previously registered and unsold under Registration Statement No. 333-69164.
Cover Page 2
PROSPECTUS
SOUTH JERSEY INDUSTRIES , INC.
DIVIDEND REINVESTMENT PLAN
-----------------
The Dividend Reinvestment Plan of South Jersey Industries, Inc.
provides a participant with a simple, convenient and economical way of
accumulating and increasing his or her investment in shares of our common stock
without payment of any brokerage commission or service charge. Persons eligible
to participate in the Plan include any record shareholder of our common stock,
eligible employees of South Jersey Industries and its subsidiaries and any
person who, upon enrolling in the Plan, agrees to purchase at least $100 of
common stock. Shares purchased by a participant in the Plan may be treasury or
newly issued shares of common stock acquired directly from us or, at our option,
common stock purchased in the open market or in negotiated transactions.
A participant may choose one of the following options:
1. A participant may have all or part of the cash dividends on
his or her common stock automatically reinvested in common
stock, and may also make optional cash payments to purchase
additional shares of common stock. Limits on the optional cash
payments are stated later in this prospectus.
2. A participant may continue to receive his or her dividends in
cash, and may purchase common stock through optional cash
payments, subject to the limitations stated later in this
prospectus.
In addition to the options available to other participants, eligible
employees may purchase common stock through payroll deductions.
The price of shares of newly issued or treasury common stock that the
Plan acquires directly from South Jersey Industries will be 98% of the average
of the high and low sale prices for the common stock for each of the last twelve
days on which the common stock was traded prior to the date of purchase.
However, if we elect to have the Plan acquire shares through open market
purchases or negotiated transactions, the price for such shares will be the
weighted average of the actual prices paid for all such shares. Until we notify
participants that the Plan will purchase shares in the open market or in
negotiated transactions, and that shares will therefore no longer be purchased
at a discount, the Plan will acquire shares of common stock from South Jersey
Industries and the discount will continue to apply.
Shareholders who do not wish to participate in the Plan will receive
dividends paid in cash, as usual. The Plan does not change our dividend policy,
which will continue to depend upon earnings, financial requirements and other
factors.
South Jersey Industries' common stock trades on the NYSE under the
ticker symbol "SJI."
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This prospectus relates to 1,904,347 shares of common stock registered
by us.
It is suggested that this prospectus be retained for future reference.
------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
-------------------------------------
The date of this prospectus is November 25, 2003
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with the Commission. This permits us to
disclose important information to you by referencing these filed documents. We
incorporate by reference in this prospectus the following documents which have
been filed with the Commission:
1. Our Annual Report on Form 10-K for the year ended December 31, 2002.
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003.
3. Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2003.
4. Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003.
5. Our Current Reports on Form 8-K filed on April 16, 2003, July 16,
2003, July 17, 2003 and October 3, 2003.
6. The description of common stock contained in our Registration
Statement on Form 8-B (File No.1-3990).
In addition, all documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference in and shall be a part of this
prospectus from the date of the filing of such documents.
The information incorporated by reference is considered to be part of
this prospectus, and later information filed with the Commission will modify or
supersede this information. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Commission. You may read and copy any reports,
statements or other information we file at the Commission's public reference
room in Washington, D.C. and at its regional offices in New York and Chicago.
You can request copies of these documents, upon payment of a duplicating fee, by
writing to the Commission. Please call the Commission at 1-800-SEC-0330 for
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further information on the operation of the public reference rooms. Our
Commission filings are also available to the public on the Commission's Internet
site at http://www.sec.gov.
This prospectus does not contain all the information set forth in the
registration statement and the exhibits relating thereto which we have filed
with the Commission under the Securities Act of 1933 with respect to the shares
of common stock offered hereby, and to which reference is hereby made. We will
provide without charge to each person to whom this prospectus is delivered, upon
request, a copy of any document incorporated by reference in this prospectus or
in the registration statement, other than exhibits to such documents. Requests
should be made to our Corporate Secretary at our address and telephone number
set forth on the next page.
Unless otherwise indicated, references to "we," "us" and "our" refer to
South Jersey Industries, Inc.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements in this
prospectus, other than statements of historical fact are forward-looking
statements. These forward-looking statements are made based upon management's
expectations and beliefs concerning future events impacting us and involve a
number of risks and uncertainties. We caution that forward-looking statements
are not guarantees and actual results could differ materially from those
expressed or implied in the forward-looking statements. Also, in making
forward-looking statements, we assume no duty to update these statements should
expectations change or actual results and events differ from current
expectations.
A number of factors could cause our actual results to differ materially
from those anticipated, including, but not limited to the following: general
economic conditions on an international, national, state and local level;
weather conditions in our marketing areas; commodity costs; regulatory and court
decisions; competition in our regulated and deregulated activities; the
availability and cost of capital; our ability to maintain existing and/or
establish successful new alliances and joint ventures to take advantage of
marketing opportunities; costs and effects of legal proceedings and
environmental liabilities; and changes in business strategies.
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SOUTH JERSEY INDUSTRIES, INC.
DIVIDEND REINVESTMENT PLAN
SOUTH JERSEY INDUSTRIES
South Jersey Industries is a diversified holding company, incorporated
in New Jersey. Our principal subsidiary is a natural gas utility, South Jersey
Gas Company. We also have non-regulated subsidiaries, including: South Jersey
Energy Company, which acquires and markets natural gas to retail end users and
provides management services to commercial and industrial customers; South
Jersey Resources Group, LLC, which markets wholesale gas, storage and
transportation in the mid-Atlantic and southern states; and Marina Energy LLC,
which develops and operates energy-related projects in southern New Jersey. We
are the issuer of the shares of common stock offered under the Plan. Our general
mailing address is 1 South Jersey Plaza, Folsom, NJ 08037, and our telephone
number is (609) 561-9000.
THE PLAN ADMINISTRATOR
We will be responsible for administering the Plan. Our duties as plan
administrator are described later in this prospectus. All communications to the
Plan Administrator should be directed to the following address and telephone
number:
Plan Administrator
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Toll Free Number: (888) 754-3100
PROVISIONS OF THE PLAN
The following statements in question-and-answer form constitute the
full provisions of our Dividend Reinvestment Plan. These statements reflect
recent amendments to the Plan, including amendments relating to the calculation
of the purchase price and the timing of reinvestment purchases.
Purposes and Advantages
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple,
convenient and economical method of accumulating and increasing their investment
in our common stock. Consequently, participants who, in the sole judgment of the
Plan Administrator, utilize the Plan excessively for arbitrage or short-term
income producing strategies may, at the option of the Plan Administrator, have
their participation in the Plan terminated by the Plan Administrator.
2. What are the advantages of the Plan to participants?
A participant will obtain the following advantages:
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o Dividends paid on all or part of a participant's shares of
common stock will be automatically reinvested in shares of
common stock.
o A participant may choose to make purchases of common stock in
addition to the amount purchased through automatic dividend
reinvestment, as long as the total amount of such optional
purchases in any calendar year does not exceed $100,000. In
certain instances, however, we may permit optional purchases
in excess of $100,000. For purposes of calculating this dollar
limit, Plan accounts under common control or management may be
aggregated and deemed to be one account. (See Question 23.)
o As long as the Plan continues to purchase newly issued or
treasury stock directly from us, participants will acquire
common stock, through dividends paid on our common stock or
through additional purchases of our common stock, at a
discount of 2% from the applicable average market price. Until
we notify participants that the Plan will purchase shares in
the open market or in negotiated transactions, and that shares
will therefore no longer be purchased at a discount, the Plan
will acquire shares of common stock from us and the discount
will continue to apply.
o We will pay all brokerage fees or service charges for
purchases under the Plan. Participants will incur no brokerage
or service charges for purchases made by the Plan.
o Regular statements of account will be mailed to each
participant after each purchase of common stock under the
Plan.
o The Plan allows a participant flexibility in the amount of
investment he or she wishes to make and the manner in which he
or she wishes to make them. A participant may choose to have
automatic purchases made with all of his or her dividends or
only a portion of them, may make optional purchases in any
amount (subject to the limitations stated above and under
Question 23), and may vary the amounts of his or her purchases
from time to time.
o Eligible employees may also invest in our common stock through
automatic payroll deductions.
Participation
3. Who is eligible to participate in the Plan?
(a) Shareholders of record of our common stock are eligible to
participate in the Plan. Beneficial but not record owners of common stock (that
is, persons whose shares are registered in names other than their own, such as
in the name of a broker, trustee or bank nominee) must transfer into their own
names those shares which they wish to be subject to automatic dividend
reinvestment under the Plan.
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(b) Any person who is not currently an eligible shareholder but who
enrolls in the Plan and makes an initial purchase of at least $100 of common
stock as part of the enrollment process is also eligible to participate in the
Plan.
(c) All full-time, regular employees of the Company or any of its
subsidiaries are eligible to participate in the Plan. Eligible employees are
required to have first purchased at least one share of common stock in order to
become participants. (See Question 11.)
(d) All directors of the Company or any of its subsidiaries are
eligible to participate in the Plan. (See Question 15.)
4. How does one participate?
One may enroll in the Plan by completing an Authorization and
Enrollment Form and returning it to the Plan Administrator. The Authorization
and Enrollment Form and a Plan prospectus may be obtained by writing or calling
the Plan Administrator. Anyone who is not an eligible shareholder or an eligible
employee must also purchase at least $100 of common stock as part of the
enrollment process. As long as we continue to provide newly issued or treasury
stock for purchase under the Plan, an initial purchase of at least $100 of
common stock will be made at a price equal to 98% of the average of the high and
low sale prices for our common stock for each of the last twelve days on which
common stock was traded prior to the date of purchase. If we elect to have the
Plan acquire common stock on the open market or in negotiated transactions, the
initial purchase of at least $100 of common stock will be made at the weighted
average of the prices paid for all such shares.
5. When may one join the Plan?
One may enroll in the Plan at any time. However, the Authorization and
Enrollment Form must be received by the Plan Administrator before certain
recurring deadlines in order for the shareholder's dividends and any payments
for optional purchases to be promptly invested. (See Questions 18 and 22.)
6. How is a Plan account opened?
The Authorization and Enrollment Form is used to instruct the Plan
Administrator to open an account for a participant and to purchase common stock
on the participant's behalf. A participant must furnish his or her federal tax
identification number to the Plan Administrator when opening a Plan account, and
that tax identification number will not be accepted for more than one Plan
account.
7. How will common stock be purchased under the Plan?
Under the Plan, the Plan Administrator will purchase common stock on a
participant's behalf by making reinvestment purchases of common stock using the
participant's common stock dividends (either directly or in repayment of funds
advanced by us for that purpose prior to a dividend payment date), by making
optional purchases of common stock using such payments (subject to the
limitations stated under Question 23) as the participant forwards for that
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purpose, or in the case of eligible employees, by making payroll deduction
purchases using the amounts collected from payroll deductions.
All shares of common stock that the Plan Administrator purchases for a
participant under the Plan, whether through the automatic reinvestment of
dividends, with optional payments or with payroll deduction payments, will be
credited to the participant's Plan account and held on his or her behalf by the
Plan Administrator, unless other instructions are given. Thus, the shares
purchased for a participant under the Plan will be held separately from those
shares of common stock that the participant purchases (or has previously
purchased) outside the Plan and holds in his or her own name.
Shares purchased by participants under the Plan may be treasury or
newly issued shares of common stock acquired from us, or may be purchased in the
open market or in negotiated transactions. We determine the source or sources of
shares used to fulfill Plan requirements and may change such determination from
time to time. We will notify participants of each change that results in the
discontinuation of a participant's ability to purchase shares at a discount from
applicable market prices.
8. How does a participant specify the extent of his or her
participation in the Plan?
On the Authorization and Enrollment Form, a participant will specify
the extent of his or her participation in the Plan by selecting one of the
following investment options:
Full Dividend Reinvestment -- All of the shares of
common stock held by the participant outside the Plan will be
subject to automatic dividend reinvestment; thus, the
dividends on all such shares will automatically be reinvested
in common stock at a price determined in the manner set forth
in Question 20. In addition, at his or her discretion, the
participant may make optional payments to be used for optional
purchases of common stock at a price determined in the manner
set forth in Question 24, subject to the limitations stated
under Question 23.
Partial Dividend Reinvestment -- Except for those
shares on which the participant specifies he or she is to
receive cash dividends, all of the shares of common stock held
by the participant outside the Plan will be subject to
dividend reinvestment; thus, the dividends paid on all but the
specified shares will be reinvested in common stock at a price
determined in the manner set forth in Question 20. The
participant may also, at his or her discretion, make optional
payments to be used for optional purchases of common stock at
a price determined in the manner set forth in Question 24. All
such optional purchases are subject to the limitations stated
under Question 23.
Optional Purchases Only -- None of the shares of
common stock held by the participant outside the Plan will be
subject to automatic dividend reinvestment; thus, the
dividends on all such shares will be paid to him or her in
cash, as usual. However, the participant may, at his or her
discretion, make optional payments to be used for optional
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purchases of common stock at a price determined in the manner
set forth in Question 24, subject to the limitations stated
under Question 23.
No matter which of the above options is chosen, all shares purchased
under the Plan (regardless of whether they were reinvestment purchases, optional
purchases or payroll deduction purchases) and held in the Plan account will be
subject to automatic dividend reinvestment, and the dividends on all such shares
will automatically be reinvested in common stock at a price determined in the
manner set forth in Question 20.
In the event no investment option is specified, the participant will be
deemed to have selected the full dividend reinvestment option.
9. May a participant change the extent of his or her participation
in the Plan after enrollment?
Yes. A participant may change investment options at any time by
completing a new Authorization and Enrollment Form and returning it to the Plan
Administrator. However, the new Authorization and Enrollment Form must be
received before certain recurring deadlines in order for the change in
investment options to be given effect promptly. See Questions 18 and 22.
10. How will certificates for new shares purchased under the Plan be
issued?
Normally, certificates for shares of common stock purchased under the
Plan will not be issued to participants, but will be held in the name of the
Plan Administrator. Thus, participants need not be responsible for the
safekeeping of the certificates representing their Plan share purchases. The
number of shares credited to each participant's Plan account will be shown on
his or her statement.
A participant may, however, request that all or part of the
certificates representing shares purchased for him or her under the Plan be
issued to him or her. To do so, a participant must send a written request to the
Plan Administrator. Only certificates for whole shares will be issued to
participants. If there are any fractional shares in a participant's Plan
account, certificates for those fractional shares will not be issued. Dividends
on the shares for which certificates are issued to the participant will be
reinvested or paid in cash, as the participant elects.
11. How does an eligible employee participate?
An eligible employee may join the Plan at any time by completing an
employee enrollment form and returning it to us. Employee enrollment forms may
be obtained by request from us. An eligible employee need not be a registered
holder of common stock but, by executing the employee enrollment form, agrees to
have at least one share of common stock purchased on his or her behalf during
the next payroll investment period (see Question 26) at a price determined in
the manner set forth in Question 20. Each employee enrollment form for an
eligible employee who is not a registered shareholder must be accompanied by a
check in an amount at least equal to the price of one share. Any amount in
excess of the price of one share will also be used to purchase common stock.
Payment for this first share of common stock may not be made from payroll
deductions.
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12. What does the employee enrollment form provide?
The employee enrollment form allows each eligible employee to decide
the extent of participation in the Plan by payroll deductions. By checking the
appropriate box on the employee enrollment form, eligible employees, as
shareholders, may also elect to participate through reinvestment of dividends on
shares held by them outside the Plan or through optional payments.
13. What about payroll deductions?
Payroll deductions will be for an indefinite period. An eligible
employee may specify on the employee enrollment form the biweekly amount to be
withheld from the eligible employee's pay. The minimum deduction is $10 per pay
period. Payroll deductions for eligible employees who are not registered
shareholders will begin as soon as practicable following purchase of the first
share of common stock as provided under Question 11.
14. How does an eligible employee change the amount of payroll
deduction or method of participation?
An eligible employee may change or terminate his or her deductions by
giving written notice to us. The employee enrollment form may be used for this
purpose. Any request for change in or termination of deductions will become
effective as soon as practicable following receipt by us of such request. Any
other method of participation in the Plan by an eligible employee may be changed
as described herein generally for participants in the Plan.
15. How may our directors participate in the Plan?
Our directors who are eligible to receive cash fees for service on our
Board of Directors (i.e., those directors who are not employees of the Company
or its subsidiaries) are eligible to participate in the Plan. These eligible
directors may participate through automatic deductions from their directors'
fees.
An eligible director may specify on the employee enrollment form the
amount to be withheld from the eligible director's fee. The minimum deduction
per fee received is $100 and the maximum deduction permitted is 100% of the
eligible director's fee. Fee deductions for eligible directors will begin as
soon as practicable following the receipt by us of an employee enrollment form
as provided under Question 11.
In all other respects, an eligible director participates in the Plan in
the same way as an eligible employee.
Administration
16. What are the duties of the Plan Administrator?
The Plan Administrator will establish a Plan account for each
participant, will purchase shares directly from us, or at our option, on the
open market or in negotiated transactions, will cause all purchases of common
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stock to be made for each participant and will credit those purchases to the
participant's Plan account. The Plan Administrator will also keep a record of
all such purchases, will hold certificates for the purchased shares (unless
otherwise instructed in writing), and will send each participant a statement of
his or her Plan account following a purchase.
17. How many shares of the common stock will be purchased for
participants?
Each participant's account will be credited with that number of shares
(including fractional shares computed to three decimal places) equal to the
amount invested for his or her account, divided by the price per share
determined in a manner set forth in Question 20 of all purchases for all
participants during the investment period (as defined under Question 18) or
payroll investment period (as defined under Question 26), as applicable.
Reinvestment Purchases
18. When will reinvestment purchases be made?
Reinvestment purchases made with common stock dividends will be made
quarterly, on the dividend payment date for that quarter if the Plan acquires
shares directly from us. If we pay a dividend less frequently than quarterly,
reinvestment purchases will be made periodically following payment of such
dividends. If the Plan acquires shares in the open market or in negotiated
transactions, those reinvestment purchases will be made quarterly, subject to
any waiting periods under applicable securities laws or stock exchange
regulations, during the period beginning 26 business days prior to the dividend
payment date for that quarter through the 20th business day after such dividend
payment date. Purchases prior to the dividend payment date will be made with
advances by the Company which will be repaid by the Plan as soon as practical
after the dividend payment date. Currently, the dividend payment dates for our
common stock occur on or about the second business day of April, July and
October and on or about December 30. These dates are subject to change.
The dividend record dates corresponding to those dividend payment dates
have historically been March 10, June 10, September 10 and December 10. To
provide for automatic dividend reinvestment on a given dividend payment date, a
participant's Authorization and Enrollment Form must be received by the Plan
Administrator at least five business days prior to the dividend record date for
that dividend payment date. If an Authorization and Enrollment Form is received
by the Plan Administrator less than five business days prior to the dividend
record date, the pending dividend will be paid to the shareholder in cash and
his or her instructions will be given effect starting with the next dividend
payment.
19. How will reinvestment purchases be made?
All shares purchased for participants under the Plan will be treasury
or newly-issued shares, shares purchased on the open market or shares purchased
through negotiated transactions. The number of shares to be purchased for each
participant through a reinvestment purchase will depend upon the amount of the
dividends being reinvested and the price of the common stock. The Plan
Administrator will purchase as many whole shares and fractional shares (computed
to three decimal places) as can be purchased with that amount of dividends.
Page 10
In the case of shares purchased on the open market or negotiated
transactions, we will designate a registered broker-dealer to act as an
independent agent in the purchase of common stock under the Plan. The purchasing
representative shall generally have full discretion as to all matters relating
to such purchases, including determining the number of shares, if any, to be
purchased on any day during the investment period or at any time of that day,
the prices paid for such shares, the markets on which such purchases are made,
and the persons (including other brokers and dealers) from or through whom such
purchases are made. Brokerage commissions and service fees will be paid by us.
The Plan Administrator may also purchase shares directly from certain
withdrawing participants.
20. How will the price of shares purchased through reinvestment
purchases be determined?
The price of treasury or newly issued shares of common stock purchased
directly from us will be 98% of the average of the high and low sale prices for
our common stock for each of the last twelve days on which the common stock was
traded prior to the date of purchase. However, if we elect to have the Plan
acquire shares through open market purchases or negotiated transactions, the
price for such shares will be the weighted average of the actual prices paid for
all such shares. Until we notify participants that the Plan will purchase shares
in the open market or in negotiated transactions, and that shares will therefore
no longer be purchased at a discount, the Plan will acquire shares of common
stock from us and the discount will continue to apply.
21. Will shares acquired through reinvestment purchases be subject
to automatic dividend reinvestment?
Yes. All dividends paid on shares acquired through reinvestment
purchases, so long as the shares are held in the participant's Plan account,
will be automatically reinvested in additional shares of common stock. If
certificates for shares acquired through reinvestment purchases are issued to
the participant, the dividends paid on such shares will continue to be
reinvested unless the participant elects to have them paid in cash by changing
his or her investment option. Shares purchased with dividends reinvested in the
current quarter will be eligible to receive a dividend in the subsequent
quarter.
Optional Purchases
22. When may Optional Purchases be made?
A person who does not participate in the Plan may make an optional
purchase at the time he or she enrolls in the Plan by enclosing an optional
payment (a check drawn on a United States bank and in United States dollars and
payable to "South Jersey Industries, Inc., Plan Administrator") with an
Authorization and Enrollment Form. A person who is not an eligible shareholder
at the time of enrollment must make an initial purchase of at least $100 of our
common stock as part of the enrollment process. (See Questions 3 and 4.) The
Authorization and Enrollment Form, together with the appropriate payment, should
be returned to the Plan Administrator.
In the case of newly issued or treasury common stock, the investment
date for optional purchases will be the last business day of each month (except
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for December, for which the investment date will be on or about December 30),
other than for the months of March, June and September, when the purchase will
be made in connection with the reinvestment purchases on the dividend payment
date for those quarters (on or about the second business day of April, July and
October) so long as dividends are paid in those months. In the case of open
market or negotiated transactions, optional purchases will be made monthly,
during the period beginning on the fifth business day preceding the end of each
month and ending on the 15th business day of the following month. (See the first
paragraph of Question 18 for an explanation of how shares acquired on the open
market will be purchased in months when the investment date is the reinvestment
purchase date).
After initial enrollment in the Plan, a participant may make monthly
optional purchases by sending his or her optional payment with an optional
purchase form (the top portion of the statement) to the Plan Administrator.
In the event a participant's optional payment is returned unpaid for
any reason to the Plan Administrator by the bank on which it is drawn, the Plan
Administrator may immediately sell from the participant's Plan account those
shares purchased with the optional payment. A $25 fee will also be assessed
against the participant's Plan account. If the net proceeds from the sale of the
shares purchased with the optional payment is insufficient to cover the optional
payment and $25 fee, the Plan Administrator may sell such additional shares from
the participant's Plan account as necessary to satisfy the uncollected balance.
Any optional payments that a participant submits to the Plan
Administrator will be invested in shares of common stock on the next investment
date. No interest will be paid to any participant on optional payments between
the time the Plan Administrator receives them and the time they are invested. In
order for optional payments to be invested on the next investment date, the Plan
Administrator must have received such payment no later than the close of
business on the fifth business day prior to the last business day of the month.
For the months when the optional purchase is made in connection with the
reinvestment purchase, the optional payment must have been received no later
than the close of business on the fifth business day prior to the dividend
payment date for that quarter. Participants are urged to submit their optional
payments in accordance with these guidelines.
If a participant submits an optional payment, and then wishes to have
it returned to him or her rather than invested, the Plan Administrator will not
be obligated to return it unless a written request that it be returned is
received no later than the close of business on the fifth business day prior to
the investment date.
A participant is not obligated to make an optional purchase each month.
23. In what amounts may optional purchases be made?
The minimum optional purchase is $25 and, subject to the exception set
forth in the following paragraph, optional purchases may not aggregate more than
$100,000 in any calendar year. For purposes of this limitation, the Company
reserves the right at any time and from time to time to aggregate all Plan
Accounts under the common control or management of brokers, dealers and other
Page 12
institutional traders and to deem such Plan accounts as one account. The full
amount of any month's optional purchase for a Plan account must be submitted to
the Plan Administrator in a single payment. The Plan Administrator will purchase
as many whole shares and fractional shares (computed to three decimal places) of
common stock as can be purchased with the amount submitted.
A participant may make optional purchases in excess of the $100,000
limitation only if such participant requests a waiver of the limit and we grant
such request. Grants of waiver requests will be made in our sole discretion. To
request a waiver, participants must contact the Plan Administrator at the
address or phone number set forth on page 4 of this prospectus.
24. How will the price of shares purchased through optional
purchases be determined?
The price of shares purchased through Optional Purchases will be
determined in the same manner as determined for reinvestment purchases. (See
Question 20.)
Optional Payments received from foreign participants must be in United
States dollars and will be invested in the same way as optional payments from
other participants.
25. Will shares acquired through optional purchases be subject to
automatic dividend reinvestment?
Yes. All dividends paid on shares acquired through optional purchases,
so long as the shares are held in the participant's Plan account, will be
automatically reinvested in shares of common stock. If certificates for shares
acquired through optional purchases are issued to the participant, the dividends
paid on such shares will continue to be reinvested unless the participant elects
to have them paid in cash by changing his or her investment option. Shares
purchased and credited to your account with optional payments prior to the
ex-dividend date will be eligible to receive a dividend with respect to such
dividend payment date.
Payroll Deduction Purchases
26. When will payroll deduction purchases be made?
In the case of newly issued or treasury common stock, payroll deduction
purchases will be made monthly on the last business day of each month (other
than December, for which such purchases will be made on or about December 30),
except for the months of March, June and September, when purchases will be made
in connection with the reinvestment purchases for those quarters, with the
payroll deduction payments from the preceding month. In the case of open market
or negotiated transactions, payroll deduction purchases will be made monthly,
during the period beginning on the fifth business day preceding the end of each
month and ending on the 15th business day of the following month, with the
payroll deduction payments from the preceding month. (See the first paragraph of
Question 18 for an explanation of how shares acquired on the open market will be
purchased in months when the investment date is the reinvestment purchase date.)
The price of shares purchased through payroll deduction purchases will
be determined in the same manner as determined for reinvestment purchases. (See
Question 20.)
Page 13
Costs
27. Are any fees or expenses incurred by a participant in the Plan?
Participants will incur no brokerage commissions or administrative
charges for purchases made through the Plan. However, brokerage commissions paid
by us are considered by the Internal Revenue Service to be income to the
recipient (see Question 35). There may be certain charges incurred upon a
participant's withdrawal from the Plan, which are described under Question 30.
In addition, charges will be incurred for optional payments returned unpaid as
described under Question 22.
In the case of open market purchases or negotiated transactions and in
order to permit the Plan to purchase all of the common stock it requires each
quarter with the least disruption to the market, we may advance funds to enable
the Plan to begin quarterly purchases before the Plan receives dividends on the
dividend payment date. Those advances will be repaid by the Plan, together with
an interest charge equal to our internal cost of funds for the amount and period
of such advance. This advance and interest charge will be paid out of dividends
received from us as soon as practical after each quarterly dividend payment
date. The interest charge will reduce the aggregate amount available to acquire
common stock during the quarterly investment period but will be offset by
additional dividends received by the Plan on common stock it acquires each
investment period prior to the dividend record date.
Statements and Reports to Participants
28. What type of statements and reports will be sent to participants?
Regular statements of account will be mailed to each participant
following each purchase of common stock under the Plan. The statement will
reflect the activity in the participant's Plan account for the year to date and
the balance in the participant's Plan account following the most recent
purchase. Participants will also receive the same communications as other
shareholders, including any quarterly reports to shareholders, the annual report
to shareholders and the proxy statement.
Withdrawal and Termination
29. When and how may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time by properly
completing the tear-off form on the back of his or her statement and sending it
to the Plan Administrator. Eligible employee participants must also follow
instructions under Question 14 to terminate payroll deductions. A participant
who withdraws from the Plan may not join again for 12 months unless we otherwise
consent.
30. What happens when a participant withdraws from the Plan?
When a participant withdraws from the Plan he or she will be issued a
certificate representing all of the whole shares credited to his or her Plan
account, and a cash payment for any fraction of a share credited to his or her
Plan account.
Page 14
If a participant's request to withdraw from the Plan is received prior
to the ex-dividend date (ex-dividend dates ordinarily are the second business
day prior to the record date), the withdrawal will be processed before the close
of business on the day prior to the ex-dividend date, and the participant will
receive the cash dividend paid on the next dividend payment date. If the request
to withdraw is received on or after an ex-dividend date, the cash dividend paid
on the next dividend payment date will be invested in common stock and the
request for withdrawal will then be processed after this reinvestment purchase
is credited to the participant's Plan account.
If any optional payments or payroll deduction payments are being held
on a participant's behalf at the time his or her request for withdrawal is
received, the Plan Administrator will not be required to return them to him or
her unless that request is received at least five business days prior to the
next investment date. If the request is received less than five business days
prior to the next investment date, the optional payments or payroll deduction
payments will be invested in common stock and the request for withdrawal will
then be processed.
Upon tendering notice of withdrawal from the Plan, a participant may
request that all whole shares credited to his or her Plan account be sold.
Except as noted above, with respect to processing withdrawals following the
ex-dividend date, the sale will be made as soon as practical after receipt of
his or her request. The participant will receive the proceeds of the sale, less
the brokerage commission, any transfer tax and a handling charge for the
transaction which is generally $25.
31. May a participant discontinue dividend reinvestment on shares
held outside the Plan without withdrawing from the Plan?
Yes. A participant who wishes to discontinue the automatic reinvestment
of the dividends on the shares held outside the Plan may do so without
withdrawing from the Plan, by filing a request to change his or her investment
option. The tear-off form on the back of his or her statement may be used for
this purpose. However, the dividends on the shares held in his or her Plan
account will continue to be reinvested.
32. What happens if a participant sells the shares of common stock
he or she holds outside the Plan?
If a participant sells all of the shares of common stock he or she
holds outside the Plan, we will continue to reinvest the dividends on the shares
held in his or her Plan Account. However, if less than one whole share is held
in the Plan account at the time the shares held outside the Plan are sold, the
participant will receive a cash payment for his or her fractional share and his
or her Plan account will be closed.
If a participant who has chosen partial dividend reinvestment as the
investment option sells a portion of the shares of common stock held outside the
Plan, the shares that are sold will be considered, to the extent possible, to
have been those not subject to dividend reinvestment, and the shares which are
retained will be considered to have been those subject to dividend reinvestment
and will continue to be subject to such reinvestment.
Page 15
33. What happens if we terminate the Plan?
If we terminate the Plan (see Question 41), the provisions listed under
Question 30 will apply, substituting the date of the termination of the Plan for
the date the participant's withdrawal request is received.
Rights Offerings and Share Distributions
34. What happens if we make a rights offering or share distribution?
In the event we make a rights offering of any of our securities to
shareholders of common stock, a participant's entitlement will be based on the
total shares registered in the participant's name, including shares credited to
the participant's Plan account. However, rights will be issued for the number of
whole shares only. Rights based on a fraction of a share will be sold if a
market for them exists, and a check for the net proceeds will be sent to the
participant.
Any dividend payable in common stock or any split shares, to the extent
attributable to shares held in a participant's Plan account, will be added to
that participant's Plan account. Any dividend payable in common stock or any
split shares, to the extent attributable to shares held by a participant outside
the Plan, will be mailed directly to the participant in the same manner as to
shareholders who are not participating in the Plan.
Taxes
35. What are the federal income tax consequences of participation in
the Plan?
We believe that the federal income tax consequences of participating in
the Plan will be as follows:
(a) Participants will be treated for federal income
tax purposes as having received, on the dividend payment date,
a dividend in an amount equal to the fair market value of the
shares acquired from us with reinvested dividends. Fair market
value for such purpose will be: (i) in the case of treasury or
newly issued shares acquired by the Plan, the average of the
high and low sale prices for the common stock on the dividend
payment date, and not a 2% discount from the twelve-day
average of closing sales prices used to calculate the purchase
price for such shares under the Plan; (ii) in the case of
shares acquired by the Plan on the open market or in
negotiated transactions, the weighted average of the actual
prices paid for all such shares. Participants who purchase
treasury or newly issued shares with optional payments will be
treated as having received a taxable dividend on the
applicable investment date equal to the difference between the
fair market value of such shares, determined under the rule
set forth in the preceding sentence, and the amount paid for
them. In the case of shares purchased on the open market,
participants will be treated as having received an additional
dividend in the amount of the brokerage fees, if any, that are
paid by us.
Page 16
(b) The fair market value determined as set forth in
paragraph (a) will be the tax basis for determining gain or
loss upon any subsequent sale of shares (increased, in the
case of open market purchases, by the amount of the brokerage
fees, if any, paid by us).
(c) A participant's holding period for shares
acquired pursuant to the Plan will begin on the day following
the credit of such shares to such participant's Plan account.
In the case of participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Plan Administrator will reinvest an amount equal to the
dividends of such participants, less the amount of tax required to be withheld.
The statements confirming purchases made for such participants will indicate the
net dividend payment reinvested.
36. What are the effects of the new tax law on the Plan?
The Jobs and Growth Tax Relief Reconciliation Act of 2003, enacted on
May 28, 2003, reduces the maximum rate of tax imposed on most dividends received
by individuals from the higher marginal income tax rates to 15% (5% for
individuals in the lower tax brackets and 0% for these taxpayers in 2008). This
provision applies to dividends received in taxable years beginning after
December 31, 2002 and before January 1, 2009. In order to be eligible for the
reduced tax rate, an individual shareholder must own our common stock for more
than 60 days during the 120-day period beginning 60 days before the ex-dividend
date. Furthermore, if an individual receives an "extraordinary dividend" within
the meaning of Section 1059 of the Internal Revenue Code (i.e., a dividend which
equals or exceeds 10% of the individual's tax basis in our common stock) which
is eligible for the reduced tax rate, any loss on a subsequent sale of the stock
with respect to which such dividend is made will be treated as a long-term
capital loss to the extent of such dividend. For purposes of determining the
amount of deductable investment interest, a dividend is treated as investment
income only if the individual elects to treat the dividend as not eligible for
the reduced tax rate. For sales and exchanges of capital assets on or after May
6, 2003 and before January 1, 2009, the new act also reduces the top individual
tax rate on adjusted net capital gains from 20% (10% for individuals in the
lower tax brackets) to 15% (5% for individuals in the lower tax brackets and 0%
for these taxpayers in 2008). You should consult your tax advisor regarding the
specific tax consequences to you that may result from the new act.
37. What information will be provided to participants for income tax
purposes?
As previously indicated under Question 28, each participant will
receive statements advising him or her of purchases of shares of common stock.
These statements should be retained for income tax purposes.
Page 17
38. Should participants consult with their own tax advisers?
Yes. Participants should consult with their own tax advisers for more
information regarding the federal, state and local tax consequences of
participation in the Plan.
Other Information
39. How will a participant's shares held under the Plan be voted at
meetings of shareholders?
Each participant's Plan shares will automatically be voted in the same
manner that his or her shares held outside the Plan are voted, either by proxy
or in person. Matters involving written consents will also be handled in the
same way. If a participant no longer holds shares outside the Plan, but shares
remain in his or her Plan account, those remaining shares will be voted in
accordance with instructions received from the participant. If no instructions
are received, they will not be voted.
40. May shares held in a participant's Plan account be pledged or
assigned?
Shares credited to a participant's Plan account may not be pledged or
assigned, and any such purported pledge or assignment will be void. If a
participant wishes to pledge or assign such shares, he must first request that a
certificate for them be issued in his or her name.
41. Who interprets and regulates the Plan?
We reserve the sole right to interpret and regulate the Plan.
42. May the Plan be terminated, suspended or amended?
We may, in our sole discretion and by written notice, terminate at any
time any participant's participation in the Plan. We may at any time and for any
reason terminate or suspend the Plan, or amend any provision of the Plan, and if
we do so, we will send written notice to all participants. All notices will be
mailed to each participant's address as shown on our records. We reserve the
right to resign as Plan Administrator and to appoint a successor.
43. What are the responsibilities of South Jersey Industries and the
Plan Administrator?
In acting under the terms and conditions of the Plan as described in
this prospectus, neither we nor the Plan Administrator (if other than us) shall
be liable for any act done in good faith or for any good faith omission to act
including, without limitation, any failure, prior to receipt by the Plan
Administrator of notice in writing of the death of a participant, to terminate a
Plan account by reason of such death. In addition, neither we nor the Plan
Administrator (if other than us) shall be liable with respect to the prices at
which shares are purchased or sold for any participant's Plan account or the
times when such purchases or sales are made or with respect to any fluctuation
in the market value before or after such purchases or sales of shares.
Page 18
USE OF PROCEEDS
The net proceeds from the sale of treasury or newly issued common stock
by us to the Plan will be added to our general funds and used for our general
corporate purposes.
LEGAL OPINION
Certain legal matters in connection with the authorization and issuance
of the shares of common stock offered hereby have been passed upon by Cozen
O'Connor, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2002 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
Page 19
CONTENTS
Incorporation of Certain Documents by Reference...............................2
Additional Information........................................................2
Forward-Looking Statements....................................................3
South Jersey Industries.......................................................4
The Plan Administrator........................................................4
Provisions of the Plan........................................................4
Purposes and Advantages..............................................4
Participation........................................................5
Administration.......................................................9
Reinvestment Purchases...............................................10
Optional Purchases...................................................11
Payroll Deduction Purchases..........................................13
Costs................................................................14
Statements and Reports to Participants...............................14
Withdrawal and Termination...........................................14
Rights Offerings and Share Distributions.............................16
Taxes................................................................16
Other Information....................................................18
Use of Proceeds...............................................................19
Legal Opinion.................................................................19
Experts .....................................................................19
............................................
South Jersey Industries, Inc.
[LOGO OF SOUTH JERSEY INDUSTRIES, INC.]
Common Stock
($1.25 Par Value)
............................................
PROSPECTUS
............................................
Dividend Reinvestment Plan
November 25, 2003
............................................
Page 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered. All of the amounts
shown are estimates, other than the registration fee:
SEC registration fee................................................... $4,681
Stock exchange listing fees............................................ 2,500
Printing expenses...................................................... 2,500
Legal fees and expenses................................................ 7,500
Accountants' fees and expenses......................................... 5,000
Miscellaneous expenses................................................. 2,819
--------
TOTAL.................................................................. $25,000
========
Item 15. Indemnification of Directors and Officers.
As authorized by Title 14A:3-5 of the New Jersey Business Corporation
Act, Article IV of our Bylaws provides that any corporate agent (defined by the
statute to include, among other things, officers and directors) shall be
indemnified by us against liability and expense in connection with any
proceeding involving the corporate agent by reason of his being or having been
such a corporate agent to the extent that (a) such corporate agent is not
otherwise indemnified and (b) the power to do so has been or may be granted by
statute, and for this purpose our Board of Directors may, and on request of any
such corporate agent shall be required to, determine in each case whether or not
the applicable standards in any such statute have been met, or such
determination shall be made by independent legal counsel if the Board so directs
or if the Board is not empowered by statute to make such determination.
We maintain and pay all premiums on a directors and officers liability
policy for our directors and officers and those of our subsidiaries.
Item 16. Exhibits.
Exhibit
Number..............Description of Exhibits
------ -----------------------
5 Opinion of Cozen O'Connor
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cozen O'Connor (contained in Exhibit 5)
24................Power of Attorney (included on signature page of the
registration statement)
Page 21
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1)......To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i)......to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii).....to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii)....to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") that are incorporated by reference in the
registration statement.
(2)......That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3)......To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Page 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Folsom, State of New Jersey, on November 21, 2003.
SOUTH JERSEY INDUSTRIES, INC.
By: /s/ Charles Biscieglia
---------------------------------------------------
Charles Biscieglia
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints Charles
Biscieglia and David A. Kindlick, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Charles Biscieglia...Chairman of the Board and...........November 21, 2003
----------------------
Charles Biscieglia.......Chief Executive Officer
..........................(Principal Executive Officer)
/s/ David A. Kindlick....Vice President, Treasurer and... November 21, 2003
---------------------
David A. Kindlick........Chief Financial Officer (Principal
..........................Financial and Accounting Officer)
/s/ Shirli M. Billings............Director...................November 21, 2003
----------------------
Shirli M. Billings
Page 23
/s/ Keith S. Campbell.............Director...................November 21, 2003
---------------------
Keith S. Campbell
/s/ Sheila Hartnett-Devlin........Director...................November 21, 2003
--------------------------
Sheila Hartnett-Devlin
/s/ W. Cary Edwards...............Director...................November 21, 2003
-------------------
W. Cary Edwards
/s/ William J. Hughes.............Director...................November 21, 2003
---------------------
William J. Hughes
/s/ Herman D. James...............Director....................November 21, 2003
-------------------
Herman D. James
/s/ Clarence D. McCormick..........Director...................November 21, 2003
-------------------------
Clarence D. McCormick
/s/ Frederick R. Raring............Director...................November 21, 2003
-----------------------
Frederick R. Raring
Page 24
EXHIBIT INDEX
Exhibit
Number..............Description of Document
------ -----------------------
5 Opinion of Cozen O'Connor
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cozen O'Connor (contained in Exhibit 5)
24 Power of Attorney (included on signature page of the
registration statement)
Page 25
Exhibit 5
[LETTERHEAD OF COZEN O'CONNOR]
November 24, 2003
South Jersey Industries
1 South Jersey Plaza
Folsom, NJ 08037
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to South Jersey Industries, Inc. (the "Company"),
we have assisted in the preparation of the Company's Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933 relating to 1,500,000
shares of the Company's common stock to be issued pursuant to the Company's
Dividend Reinvestment Plan.
In connection therewith, we have examined the Company's
Certificate of Incorporation, Bylaws and such corporate records and other
documents as we have deemed appropriate. In all examinations of documents,
instruments and other papers, we have assumed the genuineness of all signatures
on original and certified documents and the conformity to original and certified
documents of all copies submitted to us as conformed, photostatic or other
copies. As to matters of fact which have not been independently established, we
have relied upon representations of officers of the Company.
Based upon the foregoing examination, information and
assumptions, it is our opinion that the shares of common stock being registered
hereby will, when issued hereafter in accordance with the Dividend Reinvestment
Plan, be legally issued, fully paid and non-assessable.
We hereby expressly consent to the reference to our firm in
the Registration Statement under the Prospectus caption "Legal Opinion" and to
the inclusion of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not hereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
COZEN O'CONNOR
Page 26
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of South Jersey Industries, Inc. (the "Company") on Form S-3 of our
report dated February 19, 2003, appearing in the Annual Report on Form 10-K of
the Company for the year ended December 31, 2002, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
November 25, 2003
Page 27