Item 1. THE BUSINESS
General
The Registrant was incorporated under the laws of the State of Delaware on November 29, 1988, and issued 500,000 shares of its Common Stock, $.0001 par value (the "Common Stock") to TRIM-A-LAWN on January 23, 1989, for $1,000 cash. The Registrant was organized with a view toward (a) the distribution of the 500,000 shares of the Registrant's Common Stock to the shareholders of TRIM-A-LAWN and (b) the subsequent search for, location of and combination of the Registrant with a privately-held business enterprise. The Registrant has no current business operations, except for the activities of its officers, directors and consultants in searching for a potential combination partner. The Registrant has limited assets and no operating income. Since inception, the costs associated with the Registrant's search for a merger candidate have been and will be paid by the Registrant and by the officers and directors, on a discretionary basis. The Registrant's offices are located at 4180 La Jolla Village Drive, Suite 500, La Jolla, California 92037.
The Registrant proposes to combine with an existing, privately-held company which is profitable and, in management's view, has growth potential (irrespective of the industry in which it is engaged). A combination may be structured as a merger, consolidation, exchange of the Registrant's Common Stock for stock or assets or any other form which will result in the combined enterprise's being a publicly-held corporation. The Registrant will pursue a combination with a company or business enterprise that satisfies its combination suitability standards by advertising in one or more newspapers or magazines to establish contact with, or by otherwise contacting, selected privately-held companies which are profitable and are believed to have growth potential. There are no assurances that management of the Registrant will be able to locate a suitable combination partner or that a combination can be structured on terms acceptable to the Registrant.
Pending negotiation and consummation of a combination, the Registrant anticipates that it will have limited business activities, will have no significant sources of revenue and will incur no significant expenses or liabilities. If expenses are incurred and funds are necessary the Registrant may undertake a private placement of its common stock or borrow the necessary capital from its officers and directors. Should necessary funds be available, the Registrant will engage attorneys, accountants and/or other consultants to evaluate and assist in completing a potential combination.
Capital Expenditures
The Registrant plans no significant expenditures.
Employees
As of December 31, 1996 the Registrant had no full or part time employees.
ITEM 2.

ITEM 2. PROPERTIES
As of December 31, 1996 the Registrant did not own any property.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any material legal proceedings, nor to the Registrant's knowledge, are there any other material legal proceedings contemplated against it.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, the Registrant held its 1996 Annual Meeting of Shareholders and submitted various matters to be voted on by the shareholders. The 1996 Annual Meeting of Shareholders was held on Tuesday, October 29, 1996, at 3:00 p.m., at 3900 Paradise Road, Suite 263, Las Vegas, Nevada, pursuant written notice. As of the Record Date, October 15, 1996, there were issued and outstanding 2,185,000 shares (pre-reverse split) of the Registrant's common stock entitled to vote at said annual meeting. There were present in person or by proxy 1,414,374 shares at said meeting. The matters submitted to the vote of the shareholders and the results of said vote are as follows:
(1) Proposal No. 1 was the election of four (4) directors for the ensuing year and term ending December 31, 1997. The nominees for directors were, Thomas R. Brooksbank, George G. Chachas, James E. Franklin and Joseph Milanowski. All four nominees were elected as directors to serve for the ensuing year with votes for the election of directors being cast as follows:
(2) Proposal No. 2 was to ratify and approve the appointment of McBride & Reeves as independent auditors of the Registrant for the fiscal years 1996 and 1997. The shareholders approved the appointment of McBride & Reeves as independent auditors of the Registrant for the fiscal years 1996 and 1997, with 1,414,384 votes cast in favor of such appointment and no votes against or abstaining.
(3) Proposal No. 3 was to ratify and approve the amendment and restatement of the Certificate of Incorporation in its entirety in order to correct the errors on the original Certificate of Incorporation and to eliminate the Registrant's class of preferred stock in its entirety. The shareholders approved and adopted proposal no. 3 with 1,414,384 votes cast in favor of said proposal and no votes against or abstaining.
(4) Proposal No. 4 was to ratify and approve the amendment and restatement of the Bylaws of the Registrant to clarify the rights and ability of the Registrant's directors and shareholders to take action on behalf of the Registrant. The shareholders approved and adopted proposal no. 4 with 1,414,384 votes cast in favor of said proposal and no votes against or abstaining.
(5) Proposal No. 5 was to ratify and approve a one (1) for one hundred (100) reverse split of the shares of the Common Stock of the Registrant effective on the seventh day following the Annual Meeting of Shareholders. The shareholders approved and adopted proposal no. 5 with 1,413,365 votes cast in favor of said proposal, 1,009 votes cast against said proposal and no votes abstaining. The one (1) for 100 reverse split of the issued and outstanding shares of Common Stock of the Registrant became effective on the close of business on November 5, 1997.
(6) Proposal No. 6 was to ratify, adopt and approve the 1996-1997 Stock Compensation Plan in order to allow the Registrant to compensate such attorneys, accountants and consultants as necessary to maintain the Registrant's federal and state corporate, securities and tax filings and in seeking out a combination partner for the Registrant. The shareholders approved and adopted proposal no. 6 with 1,413,365 votes cast in favor of said proposal, no votes cast against said proposal and 1,009 votes abstaining.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market for Common Stock
There is no established public trading market for the Registrant's Common Stock. As of December 31, 1996, there were 3,521,876 shares of the Registrant's Common Stock issued and outstanding and approximately 425 shareholders.
Dividends
The Registrant has never declared or paid any cash dividend on its shares of common stock and does not anticipate paying dividends in the foreseeable future.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
Financial Highlights
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Registrant is in the development stage with a view towards combining with an existing, privately-held company or business enterprise which is profitable and, in management's opinion, has growth potential. The Registrant has no significant assets, revenues or expenses and the Registrant is not expected to have significant operations until a business combination is effected.
Liquidity and Capital Resources
With the exception with the sale $12,000 raised in September 1996 through the sale of a total of 600,000 shares (pre-reverse split) of the Registrant's Common Stock to Thomas R. Brooksbank, George G. Chachas, James E. Franklin and Thomas Hantges, there have been no material changes in the financial condition of the Registrant since its inception, nor is a material change anticipated until the Registrant is able to identify and consummate a business combination.
However, it should be noted the working capital of the Registrant is extremely low and thus the Registrant may have to undertake an additional private placement of its Common Stock on short notice if additional funds are needed by the Registrant.
Results of Operations
For the year ended December 31, 1996 the Registrant had a loss of $80,112 or $0.13 per share. This compares with a net income of $0.00, or $0.00 per share, for the previous year ended December 31, 1995. It should be noted that the loss per share of common stock was computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the year and prior periods. For 1996 the weighted average number of shares of Common Stock was 622,210 shares after accounting for a 1 for 100 reverse stock split approved on October 29, 1996 and effective November 5, 1996.
There are two main reasons for the Registrant's net loss incurred in 1996. First, the Registrant had no revenue in 1996. Second, the Registrant incurred certain legal and consulting services, which totaled $75,600, in 1996. The $75,600 accounted for 94% of the operating costs of the Company. The Registrant's common stock was issued in exchange for these services, and thus no cash was expended by the Registrant in for these services. A portion of the cash raised in September 1996 was expended in bringing current the past due filing fees, taxes, processing fees and auditor fees with the Securities and Exchange Commission, state of Delaware, proxy companies and the Registrant's independent auditors, respectively.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page ---- Report of Independent Accountants .................................... 5 Balance Sheets - for the Years ended December 31, 1996 and 1995....... 6 Statement of Operations............................................... 7 Statement of Stockholders' Equity..................................... 8-9 Statement of Cash Flows............................................... 10 Notes to Financial Statements......................................... 11-13
All other schedules are not submitted because they are not applicable or not required or because the information is included in the financial statements or notes thereto.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors Curbstone Acquisition Corp. La Jolla, California
We have audited the accompanying balance sheets of Curbstone Acquisition Corp. (a Delaware corporation in the development stage), as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows as of December 31, 1996, 1995 and 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The statements of operations, stockholders' equity and cash flows of Curbstone Acquisition Corp. as of December 31, 1991 and from November 29, 1988 (inception), were audited by other auditors whose report dated February 29, 1992, expressed an unqualified opinion on those financial statements.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Curbstone Acquisition Corp. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles.
/S/ MCBRIDE & REEVES, CPA'S
March 14, 1997 Las Vegas, Nevada
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Balance Sheets December 31, 1996 and 1995
The accompanying notes are an integral part of the financial statements
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Statements of Operations For the Years Ended December 31, 1996, 1995 and 1994, and For the Period from November 29, 1988 (inception), to December 31, 1996
The accompanying notes are an integral part of the financial statements
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Statements of Stockholders' Equity For the Years Ended December 31, 1996, 1995 and 1994, and For the Period From November 29, 1988 (inception), to December 31, 1996
The accompanying notes are an integral part of the financial statements
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Statements of Stockholders' Equity (continued) For the Years Ended December 31, 1996, 1995 and 1994, and For the Period From November 29, 1988 (inception), to December 31, 1996
The accompanying notes are an integral part of the financial statements
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Statements of Cash Flows For the Years Ended December 31, 1996, 1995 and 1994, and For the Period from November 29, 1988 (inception), to December 31, 1996
The accompanying notes are an integral part of the financial statements
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Notes the to Financial Statements December 31, 1996 and 1995
(1) Summary of Organization and Significant Accounting Policies
(a) Organization
The Company was organized as a Delaware corporation on November 29, 1988 and re-organized on October 29, 1996. The Company's intention is to combine with a privately-held business enterprise.
On April 6, 1989 the Company was registered (Form S-1) with the Securities and Exchange Commission, file number 033-26750.
From the date of inception, through the registration with the Securities and Exchange Commission, and subsequently through December 31, 1996 the Company has had no business operations (except minimal operating costs) and has no planned business activities, except for the identification of and merger with a privately-held business enterprise.
(b) Capital Stock
The authorized, issued and outstanding shares of capital stock at December 31, 1996 were as follows:
Preferred stock: $1.00 par value; 1,000,000 shares authorized, eliminated as a class of stock October 29, 1996 by amendment to the articles of incorporation.
Common Stock: $.0001 par value; authorized 50,000,000 shares, increased to 60,000,000 shares October 29, 1996 by amendment to the articles of incorporation; 3,521,876 shares issued and outstanding.
(c) Loss Per Share
Loss per share of common stock was computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the year and for prior periods (622,210 shares after accounting for a 1 for 100 reverse split approved October 29, 1996 and effective November 5, 1996).
(d) Dividends Per Share
No dividends have been paid as of December 31, 1996.
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Notes to the Financial Statements December 31, 1996 and 1995
(2) Stock Compensation Plan
On October 5, 1996 the Company amended and extended to December 31, 1997 it's Stock Compensation Plan for the benefit of its employees and certain contract service providers. The plan allows for the award of a maximum of 4,000,000 common shares of the Company. On April 7, 1989, the Company provided 250,000 shares of common stock to officers of the Company. On November 19, 1996 the Company provided 3,500,000 shares of common stock to officers of the Company and to certain attorneys and consultants who had rendered services to the Company. No other stock compensation awards have occurred through December 31, 1996.
(3) Convertible Debentures
On January 23, 1989, the Company issued to Capital Investment Managers, Inc., an affiliate of each of the officers of the Company by common ownership, 8% convertible debentures totaling $3,750. The debentures were exercised April 17, 1989 and were converted to common stock of the Company at a conversion rate of $.015 in common stock value per each $1.00 in debenture. The conversion resulted in the issuance of an additional 250,000 shares if common stock of the Company.
(4) Related Party Transactions
Certain operating costs incurred by the Company were paid for by the issuance of common stock. At December 31, 1996, 3,501,600 shares of common stock had been issued in exchange for legal and consulting services in the amount of $ 75,600.
During 1995, the Company issued 225,000 shares of common stock to the directors of the Company, which the Company has valued and recorded at the market value of the Company, or zero.
There were certain operating costs incurred by the Company that were paid directly by stockholders. These costs are de minimis and the parties paying the costs do not expect to be repaid or reimbursed by the Company. The expenses paid by related parties in 1994 amounted to $ 4,025 and are recorded as additional paid in capital.
(5) Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standard 109, "Accounting for Income Taxes" which requires the use of the "liability method" of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and to the effects of operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
CURBSTONE ACQUISITION CORP. (A Development Stage Company) Notes to the Financial Statements December 31, 1996 and 1995
(5) Income Taxes (continued)
At December 31, 1996 the Company's deferred tax asset position is as follows:
Deferred income taxes $ 32,686 Valuation allowance ( 32,686) ---------- Income tax benefi $ - ==========
At December 31, 1996 the Company's deferred tax assets are solely attributable to the future tax benefits of operating losses carried forward which expire as follows:
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists all of the Directors and Executive Officers of the Registrant, and provides certain information concerning each such person, including the number of shares of Common Stock of the Registrant beneficially owned directly or indirectly by such person at the close of business as of December 31, 1996. As of December 31, 1996 there were 3,521,876 shares of the Registrant's Common Stock, $.0001 par value, outstanding.
- ------------ Notes: 1. Thomas R. Brooksbank is the principal and owner of Brooksbank & Associates, the registered owner of 859,402 shares of the Registrant's common stock as set forth above.
Principal Occupation
Thomas R. Brooksbank - Mr. Brooksbank was elected as Director on March 7, 1995. Mr. Brooksbank was subsequently elected President and Chief Financial Officer of the Company on July 27, 1996, following the resignation of Thomas A. Hantges. Mr. Brooksbank is the principal and owner of Brooksbank & Associates, Attorneys at Law, a commercial and financial institution collection law firm. Mr. Brooksbank was admitted to the State Bar of Nevada in 1987 and the State of Bar of Arizona in 1995. Mr. Brooksbank received a Bachelor of Science degree in 1975 from the University of Maryland, DDS in 1981 and his Juris Doctor degree from California Western School of Law in 1986 graduating magna cum laude.
James F. Franklin - Mr. Franklin was elected as Director and Vice President on July 27, 1996 following the resignation of Thomas Hantges. Mr. Franklin is the founder and President and Chief Executive Officer of IPO Consultants, a company who provides investment banking and other services which assist Companies in raising capital, going public or finding a merger candidate.
Joseph D. Milanowski - Mr. Milanowski was elected as a Director on September 1, 1995 following the resignation of David M. Berkowitz. Mr. Milanowski is currently employed by USA Commercial Mortgage Company. Prior to joining USA Commercial Mortgage Company, Mr. Milanowski was employed by USA Capital Management Group and Southwest Gas Corporation as a financial analyst in its Treasury Services Department from July 1988 to July 1993. Mr. Milanowski graduated from the University of Michigan with a BA in Economics in 1983, and from the University of Arizona with an MBA in Finance in 1988. He was awarded the Chartered Financial Analyst (CFA) designation in 1991.
George G. Chachas - Mr. Chachas was elected as a Director and Secretary of the Company on March 11, 1996. Mr. Chachas is partner with the law firm of Wenthur & Chachas is La Jolla, California. Mr. Chachas practices in the areas of corporate and securities transactions. Mr. Chachas received a Bachelor of Arts degree in 1984 from the San Diego State University and his Juris Doctor degree from California Western School of Law in 1986.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Compensation of Officers
With the exception of the shares of Common Stock issued to Mr. Brooksbank, Mr. Chachas and Mr. Franklin under their respective Consulting Agreements, no officer of the Registrant received any compensation during the fiscal year ended December 31, 1996.
Employment Contracts/Stock Incentive Plans
No employment contracts were adopted or granted by the Registrant during the fiscal year ended December 31, 1996. On October 5, 1996, the Company adopted the Curbstone Acquisition Corp., 1996-1997 Stock Compensation Plan for the benefit of its offices, directors, consultants, attorneys and certain contract service providers. The plan allows for the award of a maximum of 4,000,000 shares of the Common Stock of the Registrant. Said 1996-1997 Stock Compensation Plan was approved and ratified by the shareholders at its annual meeting on October 29, 1996. On October 7, 1996, the Registrant entered into consulting agreements with attorneys, George G. Chachas and Brooksbank & Associates to provide the necessary legal services and consulting services to maintain the Registrant in good standing in its securities, corporate and tax filings. On October 7, 1996, Registrant entered into consulting agreements with James E. Franklin and Thomas A. Hantges to provide services to the Registrant to locate and negotiate with a combination partner. On November 6, 1996, the Registrant filed a Registration Statement on Form S-8 registering 3,500,000 shares of Common Stock to be issued under the 1996-1997 Stock Compensation Plan. On November 19, 1996, the Board of Directors authorized the issuance of 855,552 shares of Common Stock registered under said Form S-8 to Thomas Brooksbank and 856,402 shares of Common Stock to George G. Chachas for their consulting and legal services to the Registrant. The Registrant also authorized and issued 855,145 shares of Common Stock to Thomas A. Hantges and 857,901 shares of Common Stock to James E. Franklin, for the consulting services to the Registrant.
Compensation of Directors
With the exception of the shares of Common Stock issued to Mr. Brooksbank, Mr. Chachas and Mr. Franklin under their respective consulting agreements, no director of the Registrant received any compensation during the fiscal year ended December 31, 1996. During 1996, there were nine meetings of the Board of Directors or actions taken by the Board of Directors by Unanimous Written Consent of which all directors were present.
Item 12.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the extent known by the Registrant, as to the persons and companies who owned beneficially more than five percent (5%) of the outstanding shares of the Common Stock of the Registrant at the close of business on December 31, 1996, and the beneficial ownership of the Registrant, as a group, as of such date. The number of shares held by each Director is set forth in Item 10. hereinabove.
- -------------- Notes:
1. Thomas R. Brooksbank is the principal and owner of Brooksbank & Associates, the registered owner of 859,402 shares of the Registrant's common stock as set forth above.
2. The Hantges Children's Education Trust is the beneficial owner of 100 shares of the common stock of the Registrant. These shares are separate and distinct from those owned by Thomas A Hantges. The Hantges Education Trusts is an Irrevocable Trust with an independent third party Trustee, Helen Miller. Thomas A. Hantges has no direct or indirect control over the trust or the shares beneficially owned by the Trust.
Item 13.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Purchase of Unregistered Shares of the Company's Common Stock.
In September 1996, Thomas R. Brooksbank, President, Chief Financial Officer and a Director of the Registrant, George G. Chachas, the Secretary and a Director of the Registrant, James E. Franklin, the Vice President and a Director of the Registrant, and Thomas A. Hantges, each purchased 150,000 (pre-reverse split) shares of unregistered and restricted Common Stock of the Registrant for $3,000 each. Consulting Agreements with George G. Chachas, Brooksbank & Associates, James E. Franklin and Thomas R. Hantges and Issuance of Shares Registered on Form S-8 to Such Consultants.
On October 7, 1996, the Registrant entered into consulting agreements with attorneys, George G. Chachas and Brooksbank & Associates to provide the necessary legal services and consulting services to maintain the Registrant in good standing in its securities, corporate and tax filings. On October 7, 1996, Registrant entered into consulting agreements with James E. Franklin and Tom Hantges to provide services to the Registrant to locate and negotiate with a combination partner. On November 6, 1996, the Registrant filed a Registration Statement on Form S-8 registering 3,500,000 shares of Common Stock to be issued under the 1996-1997 Stock Compensation Plan. On November 19, 1996, the Board of Directors authorized the issuance of 855,552 shares of Common Stock registered under said Form S-8 to Thomas Brooksbank and 856,402 shares of Common Stock to George G. Chachas for their consulting and legal services to the Registrant. The Registrant also authorized and issued 855,145 shares of Common Stock to Thomas A. Hantges and 857,901 shares of Common Stock to James E. Franklin, for the consulting services to the Registrant.
PART IV
Item 14.

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this report:
(1) Financial Statements of Curbstone Acquisition Corp. set forth under Item 8 are filed as part of this report.
(2) The Financial Statement Schedules other than those listed above have been omitted because they are either not required, not applicable, or the information is otherwise included.
(b) Information filed as part of this report from Form 8-K:
(1) No reports on Form 8-K were filed during the last quarter of the period covered by this report.
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.
CURBSTONE ACQUISITION CORP. (Registrant)
Date: March 26, 1997 /S/ Thomas R. Brooksbank ----------------------------- By: Thomas R. Brooksbank Its: President and Chief Financial Officer
Date: March 26, 1997 /S/ George G. Chachas ----------------------------- By: George G. Chachas Its: Secretary


Item 1. Business
General
The registrant, South Jersey Industries, Inc. (the Company), a New Jersey corporation, was formed in 1969 for the purpose of owning and holding all of the outstanding common stock of South Jersey Gas Company (South Jersey Gas or SJG), a public utility, and acquiring and developing nonutility lines of business. Energy & Minerals, Inc. (EMI), a wholly-owned subsidiary of the Company, was formed in 1977 to own, finance and further develop certain nonutility businesses. Through its subsidiary, EMI is engaged in energy services. South Jersey Energy Company (SJE), a wholly-owned subsidiary of the Company, provides services for the acquisition and transportation of natural gas for commercial and industrial users. R&T Group, Inc. (R&T), a wholly-owned subsidiary of the Company, was formed in 1989 to engage in utility construction and general construction businesses. Certain assets of R&T were sold in 1996 and early 1997 and the Company has adopted a plan for disposition of its remaining assets. A non-binding letter of intent to sell a substantive portion of such assets was signed in February 1997. Upon sale of these assets, the Company will no longer engage in the construction business.
Financial Information About Industry Segments
Information regarding Industry Segments is incorporated by reference to Note 3 on page 18 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Description of Business
The Company is engaged in the business of operating, through subsidiaries, various business enterprises. The Company's most significant subsidiary is SJG.
South Jersey Gas Company ("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 is the principal subsidiary of South Jersey Industries, Inc. ("SJI"), a New Jersey corporation.
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 253,874 residential, commercial and industrial customers (at December 31, 1996) in southern New Jersey. Gas sales and transportation for 1996 amounted to approximately 66,814,000 Mcf (thousand cubic feet), of which approximately 51,203,000 Mcf was firm sales and transportation, 7,040,000 Mcf was interruptible sales and transportation and 8,571,000 Mcf was off-system sales. The breakdown of firm sales includes 42.4% residential, 19.8% commercial, 10.1% cogeneration and electric generation, 2.4% industrial and 25.3% transportation. At year-end 1996, SJG served 236,008 residential customers, 17,492 commercial customers and 374 industrial customers. This includes 1996 net additions of 5,562 residential customers and 313 commercial customers and a decrease of 23 industrial customers.
- 2 -
Under an agreement with Atlantic Electric, an electric utility serving southern New Jersey, SJG supplies natural gas to several combustion turbine facilities. This gas service is provided under the terms of a firm electric service tariff approved by the New Jersey Board of Public Utilities (the "BPU") on a demand/commodity basis. In 1996, 1.6 Bcf (billion cubic feet) was delivered under this agreement.
SJG serviced eight cogeneration facilities in 1996. Combined sales and transportation of natural gas to such customers amounted to approximately 9.2 Bcf in 1996.
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 1996, off-system sales amounted to 8.6 Bcf. Also in 1996, SJG released 20.0 Bcf of its firm interstate pipeline capacity to third parties.
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 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, including off- system customers, in 1996 amounted to approximately 15.6 Bcf (approximately 23.4 percent of the total volume of gas delivered).
No material part of SJG business is dependent upon a single customer or a few customers.
Service Territory
The majority of the SJG 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 new $254 million multi-purpose convention center, accompanied with a planned billion dollar hotel and entertainment complex. These facilities will be used to attract large conventions as well as making Atlantic City into a family resort on a year-round basis. The convention center is expected to be in operation in the spring of 1997.
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
- 3 -
expected to be limited by statute and by a master plan adopted by the New Jersey Pinelands Commission; however, in terms of potential growth, significant portions of SJG's service area are not affected by these limitations.
Rates and Regulation
As a public utility, SJG is subject to regulation by the BPU. Additionally, the Natural Gas Policy Act, which was enacted in November 1978, contains provisions for Federal regulation of certain aspects of SJG's business. SJG is affected by Federal regulation with respect to transportation and pricing policies applicable to its pipeline capacity from Transcontinental Gas Pipeline Corporation ("Transco"), SJG's major supplier, Columbia Gas Transmission Corporation ("Columbia"), CNG Transmission Corporation ("CNG") and Equitrans, Inc. ("Equitrans"), since such services are provided under rates and terms established under the jurisdiction of the FERC.
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 April 1997, SJG will initiate its BPU approved pilot program to give residential customers a choice of gas supplier. The program will be open to the first 10,000 residential customers who apply for this service and is designed to run until June 30, 1998, or later if approved by the BPU. SJG will continue 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 and interruptible sales projections. On January 27, 1997, the BPU granted SJG a rate increase of $6.0 million based on an overall rate of return of 9.62% including an 11.25% return on equity. The majority of this increase will come from residential and small commercial customers. As part of this rate increase, SJG is allowed to retain the first $5.0 million of pre-tax margins generated by interruptible and off-system sales and transportation and 20% of pre-tax margins generated by such sales above that level. In 1997 and 1998, this $5.0 million threshold will be increased by the annual revenue requirement associated with specified major construction projects. These sharing formula improvements are expected to result in additional rate relief of approximately $1.4 million in 1997 and $1.8 million in 1998. In 1997, SJG will file to recover additional post-retirement benefit costs of approximately $1.1 million annually. This recovery is expected to begin in 1998. In addition, part of the increase will be recovered from customers through new service fees which charge specific customers for costs which they cause SJG to incur. In addition to the rate increase, the BPU approved a revenue reduction in SJG's Temperature Adjustment Clause, a mechanism designed to reduce the impact of extreme fluctuations in temperature on SJG and its customers. For the period ended May 31, 1996, weather in SJG's service area was significantly colder than the 20- year average, resulting in a $2.5 million credit due to customers' bills which is reflected in the 1996 results of operations. Additional information on regulatory affairs is incorporated by reference to Note 1 on page 17, Note 4 on page 18 and Notes 13 and 14 on page 21 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report.
On December 14, 1994, the BPU granted SJG a rate increase of $12.1 million based on a 9.51 percent return on rate base, which included an 11.5 percent
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return on equity. Nearly the entire increase came from the residential, commercial and small industrial customer classes. In addition, SJG was allowed to retain the first $4.0 million of combined pre-tax interruptible and off- system margins and 20 percent of margins above that level.
SJE, a New Jersey corporation, is a wholly owned non-regulated subsidiary of the Company and is engaged in providing services for the acquisition and transportation of natural gas for commercial and industrial users.
EMI, a New Jersey corporation, is a holding company that owns all of the outstanding common stock of South Jersey Fuel, Inc. (SJF). In December 1996, EMI sold its investment in common stock of The Morie Company, Inc., its sand mining and processing subsidiary, in a cash transaction for approximately $55.3 million (see Note 2 on page 17 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report). See Item 14(c)(13).
SJF, a New Jersey corporation, was reactivated in 1995 and is in the business of providing wholesale energy services, including the acquisition and transportation of natural gas.
R&T, a New Jersey corporation, is a holding company that owns all the common stock of R and T Castellini Company, Inc. (Castellini Company), S.W. Downer, Jr. Company, Inc. (Downer Company), Onshore Construction Company, Inc. (Onshore), Cape Atlantic Crane Co., Inc. (Cape Atlantic) and R & T Castellini Construction Company, Inc. (R & T Construction). In 1996, approximately 43% of R&T net sales related to work performed for SJG (compared to 39% in 1995). No other customer accounted for as much as 10% of R&T's consolidated revenues in 1996. As indicated under "General" on page 2, assets of the R&T companies have either been sold or are being held for sale under a plan adopted in 1996. The financial statements include R&T as a discontinued operation (see Note 2 on page 17 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report). See Item 14(c)(13).
Castellini Company, a New Jersey corporation, is engaged in the installation of gas, water and sewer lines, plant maintenance and site work.
Downer Company, a New Jersey corporation, is engaged in the installation of gas, water and sewer lines, plant maintenance and site work.
Onshore, a New Jersey corporation, is principally engaged in the installation of large diameter pipe, sewerage plants, bridges, dams and other heavy construction projects.
Cape Atlantic, a New Jersey corporation, was principally engaged in the rental of cranes. Cape Atlantic sold its cranes in 1996 and is an inactive subsidiary.
R & T Castellini Construction, a Delaware Corporation, was engaged in the installation of gas, water and sewer lines, plant maintenance and site work. Its assets were sold in January 1997 and this company is now an inactive subsidiary.
In 1996, the Company made no public announcement of, or otherwise made public information about, a new product or industry segment that would require the investment of a material amount of the assets of the Company or which otherwise was material.
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Raw Materials
South Jersey Gas
Supply Contracts and Storage
SJG has direct connections to two interstate pipeline companies, Transco and Columbia. It also secures firm transportation and other long term services from four additional pipelines upstream of the Transco and Columbia systems. They include: Columbia Gulf Transmission Company ("Columbia Gulf"), CNG, Texas Gas Transmission Corporation ("Texas Gas") and Equitrans. Services provided by these upstream pipelines are utilized to deliver gas into either the Transco or Columbia systems for ultimate delivery to SJG. Services provided by all of the above mentioned pipelines are subject to changes as directed by FERC Order No. 636.
Transco
Transco is SJG's largest supplier of long term gas transmission services. These services include five (5) year-round and one (1) 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 (7) long-term gas storage service agreements with Transco that when combined are capable of storing approximately 10.1 Bcf. Through these services, SJG can inject gas into storage during periods of low demand and withdraw gas at a rate of up to 86,972 Mcf per day during periods of high demand. The terms of the storage service agreements extend for various periods from 1998 to 2008.
Transco renders a merchant service to SJG under its Rate Schedule FS (defined below). Williams Energy Services Company ("WESCO"), an affiliate of Transco, has assumed Transco's natural gas merchant function under which the maximum purchase quantity amounts to 51,769 Mcf per day. FS is a no-notice swing service which allows SJG to take between zero and its full contract quantities (51,769 Mcf/d) on any day of the year. This flexibility enables SJG to respond to changes in its requirements for gas due to weather and market conditions. The initial term of the FS agreement extends through March 31, 2001.
In addition to FS service, SJG has also secured a second merchant service from Transco under Transco's Rate Schedule NS. NS service is also provided by WESCO acting as agent for Transco. Under this service, SJG can purchase up to 30,000 Mcf per day of NS gas with 24 hours advance notice.
SJG has a long term gas purchase agreement with Vastar Gas Marketing ("Vastar") which provides for the delivery of up to 14,618 Mcf/d to SJG's service area on a year round basis by way of Transco FT service. The initial term of the gas purchase agreement with Vastar extends through March 31, 2000.
SJG also has a winter season firm transportation service on the Transco system which is available for the period December 1 through the last day of February of each year. SJG's maximum entitlement under this service is 2,900 Mcf/d. SJG has contracted with Amerada Hess Corporation ("Hess") to provide the gas supply to fill this transportation capacity during each winter season through October 31, 2007.
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SJG may deliver up to 24,700 Mcf per day of gas under a firm transportation agreement as part of Transco's Texas Gas-CNG-Transco FT project. This project was developed to provide additional firm pipeline capacity which would deliver gas to the U.S. Northeast via a bundled service provided by Transco under its Rate Schedule FT-NT. SJG has also contracted with Hess for a 15 year gas supply service to fill this capacity which extends through October 31, 2007.
CNG
SJG has entered into separate gas sales and capacity management agreements with CNG Energy Services Corporation ("CNGES"), a non-jurisdictional affiliate of CNG, through which SJG has assigned to CNGES its pipeline FT and storage entitlements on the CNG system to provide SJG with up to 9,662 Mcf per day of gas during the period November 16 through March 31 of each year.
Columbia
SJG has three (3) firm transportation agreements with Columbia which, when combined, provide for 43,500 Mcf/d of firm deliverability.
SJG has four long term gas purchase agreements, for periods ranging from 1999 to 2003, with major non-jurisdictional producer/suppliers for gas delivered into the Columbia pipeline system which, in aggregate, provide SJG with up to 43,500 Mcf/d via the Columbia pipe line system during the winter season. Such agreements also provide for delivery in non-winter months at lower quantities.
SJG also subscribes to a firm storage service from Columbia, to March 31, 2009, which provides a maximum withdrawal quantity of 19,807 Mcf/d during the winter season with an associated 1,121,095 Mcf of storage capacity.
As part of addressing future winter season requirements, SJG has entered into an agreement with Columbia to subscribe to an incremental 31,296 Mcf per day of storage deliverability with an additional 2,234,482 Mcf of storage capacity to begin in November 1998. The term of the agreement expires October 31, 2013. The FERC has recently approved Columbia's arrangements to provide such services subject to review of environmental issues.
Equitrans
SJG has a long term storage service provided by Equitrans, to April 1, 2002, under which up to 500,000 Mcf of gas may be stored during the summer season and up to 4,783 Mcf/d may be withdrawn during the winter season. The gas is delivered to SJG under firm transportation agreements with Equitrans, CNG and Transco.
Supplemental Gas Supplies
SJG has a long term LNG purchase agreement with Distrigas of Massachusetts Corporation ("DOMAC") which extends through October 31, 2000. For the 1996-97 contract year, SJG's annual contract quantity under the DOMAC agreement is 186,047 Mcf. LNG purchases from DOMAC are transported to SJG's LNG storage facility in McKee City, New Jersey via over-the-road trucks.
SJG operates peaking facilities which can store and vaporize both LNG and propane for injection into its distribution system. SJG's LNG facility has a storage capacity equivalent to 404,000 Mcf of natural gas and has an installed capacity to vaporize up to 90,000 Mcf of LNG per day for injection into its distribution system.
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SJG also maintains three propane-air plants that are located in McKee City, Middle Township and Ocean City, New Jersey. The combined maximum storage capacity of these plants is 450,000 gallons of liquefied propane or the equivalent of approximately 33,834 Mcf of natural gas.
SJG also operates a high pressure pipe storage field at its McKee City facility which is capable of storing 12,000 Mcf of gas and injecting up to 10,000 Mcf of gas per day into SJG's distribution system.
SJG has a LNG peaking service agreement with the Philadelphia Gas Works ("PGW") which provides up to 250,000 Mcf per year of peaking service gas on a firm basis at a rate of up to 25,000 Mcf per day when taken as vapor and delivered through the Transco pipeline system or up to twelve truckloads per day (approximately 10,200 Mcf) when taken as liquid and trucked to SJG's LNG storage facility in McKee City, NJ. The initial term of this agreement extends through the 1997-98 winter season, however it may be extended by mutual agreement of the parties.
Peak-Day Supply
SJG plans for a winter season peak-day demand on the basis of an average daily temperature of 2 degrees F. Gas demand on such a design day was estimated for the 1996-97 winter season to be 386,585 Mcf versus a design day supply of 416,922 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 1996, SJG experienced a high peak-day demand of 325,463 Mcf with an average temperature of 12.0 degrees F.
Gas Prices
During 1996, SJG purchased and had delivered to it approximately 50.6 Bcf of natural gas for distribution to its customers. Of this total, 34.3 Bcf was transported on the Transco pipeline system and 16.3 Bcf was transported on the Columbia pipeline system.
SJG's average commodity cost of gas purchased in 1996 was $2.93 per Mcf.
Energy & Minerals, Inc.
Access to gas suppliers and cost of gas are significant to SJF's operations.
R&T
Raw materials are not significant to the operations of the R&T Companies.
Patents and Franchises
SJG holds nonexclusive franchises granted by municipalities in the seven- county area of southern New Jersey that it serves. No other natural gas public utility presently serves the territory covered by SJG's franchises. Otherwise, patents, trademarks, licenses, franchises and concessions are not material to the business of the Company or any of its subsidiaries.
Seasonal Aspects
SJG experiences seasonal fluctuations in sales when selling natural gas for heating purposes. SJG meets this seasonal fluctuation in demand from its firm customers by buying and storing gas during the summer months, and by drawing from storage and purchasing supplemental supplies during the heating season. As
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a result of this seasonality, SJG experiences reductions of revenues and net income during the second and third quarters of the year.
The utility and general construction companies of R&T experience lower construction activity during the winter months as construction activity in the northeast is usually reduced or curtailed because of colder temperatures.
Working Capital Practices
As previously indicated under Seasonal Aspects, SJG buys and stores natural gas during the summer months. These purchases are financed by short-term loans which are substantially paid down during the winter months when gas revenues are higher. Reference is also made to "Liquidity" on page 11 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Sale of First Mortgage Bonds
On March 21, 1997, SJG issued and sold $35.0 million principal amount of First Mortgage Bonds, 7.70% Series due April 1, 2027. The net proceeds from the sale, amounting to $34.307 million, was used to pay off outstanding short-term loans.
Customers
Except for R&T, 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 5.
Backlog
Backlog is not material to an understanding of the Company's business or that of any of its subsidiaries.
Government Contracts
No material portion of the business of the Company or any of its subsidiaries is subject to renegotiation of profits or termination of contracts or subcontracts at the election of any government.
Competition
SJG franchises are non-exclusive, however, currently no other utility is providing service within its territory. SJG competes with oil, propane and electricity suppliers for residential, commercial and industrial users. The market for natural gas sales is subject to competition as a result of deregulation. Through its tariff, SJG has promoted competition while maintaining its margins. Substantially all of SJG's profits are from the transportation rather than the sale of the commodity. SJG believes it has been a leader in addressing the changing marketplace. It maintains its focus on being a low-cost provider of natural gas and energy services.
SJF competes with a number of other marketers/brokers in the selling of wholesale natural gas services. Its competition includes SJG, Energy Company, other utilities and alliances which include other utility companies.
The operating companies of R&T Group compete with a number of other utility and general construction companies.
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Research
During the last three fiscal years, neither the Company nor any of its subsidiaries engaged in research activities to any material extent.
Environmental Matters
Information on environmental matters for SJI and its subsidiaries is incorporated by reference to Note 13 on page 21 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
EMI and its subsidiaries are subject to, and have a corporate policy of compliance with, legislation and regulation by federal, state and local authorities with regard to air and water quality control, and other environmental considerations. Expenditures for environmental purposes are not expected to materially affect future operations or earnings.
Employees
The Company and its subsidiaries had a total of 874 employees as of December 31, 1996.
Financial Information About Foreign and Domestic Operations and Export Sales
The Company has no foreign operations and export sales have not been a significant part of the Company's business.
Item 2.

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, 1996, there were approximately 343 miles of mains in the transmission systems and 4,598 miles of mains in the distribution systems.
SJG owns office and service buildings, including its corporate headquarters, at eight locations in the territory, a liquefied natural gas storage and vaporization facility, and three propane-air vaporization plants.
As of December 31, 1996, the SJG utility plant had a gross book value of $579,304,259 and a net book value, after accumulated depreciation, of $421,621,668. In 1996, $39,385,175 was spent on additions to utility plant and there were retirements of property having an aggregate gross book cost of $2,730,526. Construction expenditures for 1997 are currently expected to approximate $48.3 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 and rents to others two commercial properties in Millville, N.J. and owns 235 acres of land in Vineland, N.J.
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R&T operating companies share land and buildings at two principal locations used for administrative operations and housing facilities for vehicles, heavy equipment and supplies.
The Company owns approximately 139 acres of land in Folsom, New Jersey and approximately 9.29 acres of land in Linwood, New Jersey.
Item 3.

Item 3. Legal Proceedings
The Company is subject to claims which arise in the ordinary course of its business and other legal proceedings. Included therewith, a group of Atlantic City casinos have filed a petition with the BPU alleging overcharges of over $10 million, including interest. Management of the Company believes that any pending or potential legal proceedings will not materially affect its operations or consolidated financial position. Reference is made under Commitments and Contingencies in Note 13 on page 21 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Item 4.

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 1996 fiscal year.
Item 4 - A. Executive Officers (Other Than Directors) of the Registrant
Name Age Positions with the Company
Gerald S. Levitt 52 Vice President and Chief Financial Officer
George L. Baulig 54 Secretary and Treasurer
There is no family relationship among the officers of the registrant.
Gerald S. Levitt was elected Vice President of the Company and Senior Vice President of SJG effective November 1, 1983. He has served as Chief Financial Officer of the Company since October 1, 1989. He was elected Executive Vice President of SJG on November 1, 1986. Mr. Levitt was Vice President of EMI from November 1983 to November 1986. Mr. Levitt was also a member of the Board of Directors of Morie Company from November 1986 to December 1995.
George L. Baulig was elected Secretary and Assistant Treasurer of the Company, SJG and EMI effective November 1, 1980. Mr. Baulig also serves as Secretary of R&T and SJE, effective October 1989 to date, and has served as Secretary of Morie from October 1989 to April 1995. Mr. Baulig was elected Treasurer of the Company, effective October 1, 1996.
Executive officers of the Company are elected annually and serve at the pleasure of the Board of Directors.
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PART II
Item 5.

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
Information required by this Item is incorporated by reference to Note 8 on page 19 and the bottom of page 22 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Item 6.

Item 6. Selected Financial Data
Information required by this Item is incorporated by reference to page 1 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Item 7.

Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition
Information required by this Item is incorporated by reference to pages 10, 11 and 12 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Item 8.

Item 8. Financial Statements and Supplementary Data
Information required by this Item is incorporated by reference to pages 12 through 21 and the top of page 22 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
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PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant
Information required by this Item relating to the directors of the Company is incorporated by reference to pages 2 through 6 of the Company's definitive Proxy Statement, dated March 13, 1997, filed with the Commission, File number 1-6364, in connection with the Company's 1997 Annual Meeting of Shareholders. Information required by this Item relating to the executive officers (other than Directors) of the Company is set forth in Item 4 - A of this report.
Item 11.

Item 11. Executive Compensation
Information required by this Item is incorporated by reference to pages 5 through 10 (except for the Report of the Compensation/Pension Committee on pages 9 and 10, and the Stock Performance Graph on page 10, which are not so incorporated) of the Company's definitive Proxy Statement, dated March 13, 1997, filed with the Commission, File number 1-6364, in connection with the Company's 1996 Annual Meeting of Shareholders.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this Item is incorporated by reference to pages 2 through 6 of the Company's definitive Proxy Statement, dated March 13, 1997, filed with the Commission, File number 1-6364, in connection with the Company's 1997 Annual Meeting of Shareholders.
Item 13.

Item 13. Certain Relationships and Related Transactions
Information required by this Item is incorporated by reference to page 6 of the company's definitive Proxy Statement, dated March 13, 1997, filed with the Commission, File number 1-6364, in connection with the Company's 1997 Annual Meeting of Shareholders.
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PART IV
Item 14.

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 19, 1997, are incorporated herein by reference to pages 12 through 21 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
2 - Supplementary Financial Information Page(s)
Information regarding selected quarterly financial data is incorporated herein by reference to page 22 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
Supplemental Schedules as of December 31, 1996, 1995 and 1994 and for the three years ended December 31, 1996, 1995, and 1994:
The Independent Auditors' Report of Deloitte & Touche LLP, Auditors of the Company 24
Schedule II - Valuation and Qualifying Accounts 25
(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)(i) A report on Form 8-K was filed with the SEC on October 9, 1996, reporting, under Item 5 - Other Events, a dividend declared by the Board of Directors on September 20, 1996 of one stock purchase right (the "Rights") for each share of the Company's Common Stock, par value $1.25 per share (the "Common Stock"), to be paid on October 11, 1996 (the "Record Date") to shareholders of record of the Common Stock issued and outstanding on the Record Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company's Series A Junior Participating Preference stock, without par value (the "Series A Preference Stock"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and the Farmers & Merchants National Bank of Bridgeton, the Rights Agent.
No financial statements were required in said filing, however, the following Exhibits were included therein:
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Exhibit No. Description
99.1 Rights Agreement dated as of September 20, 1996 between South Jersey Industries, Inc. and The Farmers & Merchants National Bank of Bridgeton, which includes the resolutions establishing the terms of the preference stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Common Shares as Exhibit C.
99.2 Press Release dated September 20, 1996 of SJI.
(b)(ii) A report on Form 8-K was filed with the SEC on December 12, 1996, reporting under Item 2 - Acquisition or Disposition of Assets.
On December 3, 1996, Energy & Minerals, Inc., a subsidiary of South Jersey Industries, Inc. (SJI), sold the common stock of The Morie Company, Inc. (Morie), its sand mining and processing subsidiary, to Unimin Corporation in a cash transaction for approximately $55.3 million. Additional information is incorporated by reference to Note 2 on page 17 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 which is attached to this report. See Item 14(c)(13).
(c) List of Exhibits (Exhibit Number is in Accordance with the Exhibit Table in Item 601 of Regulation S-K)
Exhibit Incorporated by Reference From Number Exhibit Reference Document
(3)(a)(i) Certificate of Incorporation (4)(a) Form S-2 of the Company, as amended (2-91515) through April 19, 1984.
(3)(a)(ii) Amendment to Certificate of (4)(e)(1) Form S-3 Incorporation relating to (33-1320) two-for-one stock split effective as of April 28, 1987.
(3)(a)(iii) Amendment to Certificate of (4)(e)(2) Form S-3 Incorporation relating to (33-1320) director and officer liability.
(3)(b) Bylaws of the Company as (3)(b) Form 10-K amended and restated for 1994 through April 20, 1995 (1-6364)
(4)(a) Form of Stock Certificate (4)(a) Form 10-K for common stock. for 1985 (1-6364)
(4)(a)(i) Rights Agreement dated as 99.1 Form 8-A of September 20, 1996 filed 10/9/96 between South Jersey (1-6364) Industries, Inc. and The Farmers & Merchants National Bank of Bridgeton
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Exhibit Incorporated by Reference From Number Exhibit Reference Document
(4)(b)(i) First Mortgage Indenture (4)(b)(i) Form 10-K dated October 1, 1947. for 1987 (1-6364)
(4)(b)(x) Twelfth Supplemental Inden- 5(b) Form S-7 ture, dated as of June 1, (2-68038) 1980.
(4)(b)(xiv) Sixteenth Supplemental (4)(b)(xv) Form 10-Q Indenture dated as of for quarter April 1, 1988, 10-1/4% ended Series due 2008. March 31, 1988 (1-6364)
(4)(b)(xv) Seventeenth Supplemental (4)(b)(xv) Form 10-K Indenture dated as of for 1989 May 1, 1989. (1-6364)
(4)(b)(xvi) Eighteenth Supplemental (4)(e) Form S-3 Indenture, dated as of (33-36581) March 1, 1990.
(4)(b)(xvii) Nineteenth Supplemental (4)(b)(xvii) Form 10-K Indenture, dated as of for 1992 April 1, 1992. (1-6364)
(4)(b)(xviii) Twentieth Supplemental (4)(b)(xviii) Form 10-K Indenture, dated as of for 1993 June 1, 1993. (1-6364)
(4)(c) Indenture dated as of (4)(c) Form 10-K January 31, 1995; 8.60% for 1994 Debenture Notes due (1-6364) February 1, 2010
(9) None
(10)(d) Gas storage agreement (GSS) (10)(d) Form 10-K between South Jersey Gas for 1993 Company and Transco, (1-6364) dated October 1, 1993.
(10)(e) Gas storage agreement (S-2) (5)(h) Form S-7 between South Jersey Gas (2-56223) Company and Transco, dated December 16, 1953.
(10)(f) Gas storage agreement (LG-A) (5)(f) Form S-7 between South Jersey Gas (2-56223) Company and Transco, dated June 3, 1974.
(10)(h) Gas storage agreement (WSS) (10)(h) Form 10-K between South Jersey Gas for 1991 Company and Transco, dated (1-6364) August 1, 1991.
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Exhibit Incorporated by Reference From Number Exhibit Reference Document
(10)(i) Gas storage agreement (LSS) (10)(i) Form 10-K between South Jersey Gas for 1993 Company and Transco, (1-6364) dated October 1, 1993.
(10)(i)(a) Gas storage agreement (10)(i)(a) Form 10-K (SS-1) between South Jersey for 1988 Gas Company and Transco, (1-6364) dated May 10, 1987 (effective April 1, 1988).
(10)(i)(b) Gas storage agreement (10)(i)(b) Form 10-K (ESS) between South Jersey for 1993 Gas Company and Transco, (1-6364) dated November 1, 1993.
(10)(i)(c) Gas transportation service (10)(i)(c) Form 10-K agreement between South for 1989 Jersey Gas Company and (1-6364) Transco, dated April 1, 1986.
(10)(i)(e) Service agreement (FS) (10)(i)(e) Form 10-K between South Jersey Gas for 1991 Company and Transco, dated (1-6364) August 1, 1991.
(10)(i)(f) Service agreement (FT) (10)(i)(f) Form 10-K between South Jersey Gas for 1991 Company and Transco, dated (1-6364) February 1, 1992.
(10)(i)(g) Service agreement (10)(i)(g) Form 10-K (Incremental FT) for 1991 between South Jersey Gas Company (1-6364) and Transco, dated August 1, 1991.
(10)(i)(i) Gas storage agreement (SS-2) (10)(i)(i) Form 10-K between South Jersey Gas for 1991 company and Transco, dated (1-6364) July 25, 1990.
(10)(i)(j) Gas Transportation Service (10)(i)(j) Form 10-K Agreement between South for 1993 Jersey Gas Company and (1-6364) Transco, dated December 20, 1991.
(10)(i)(k) Amendment to Gas (10)(i)(k) Form 10-K Transportation Agreement, for 1993 dated December 20, 1991 (1-6364) between South Jersey Gas Company and Transco, dated October 5, 1993.
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Exhibit Incorporated by Reference From Number Exhibit Reference Document
(10)(j)(a) Gas Transportation Service (10)(j)(a) Form 10-K Agreement (FTS) between South for 1989 Jersey Gas Company and (1-6364) Equitable Gas Company, dated November 1, 1986.
(10)(k)(h) Gas Transportation Service (10)(k)(h) Form 10-K Agreement (TF) between for 1993 South Jersey Gas Company (1-6364) CNG Transmission Corporation dated October 1, 1993.
(10)(k)(i) Gas purchase agreement (10)(k)(i) Form 10-K between South Jersey Gas for 1989 Company and ARCO Gas Market- (1-6364) ing, Inc., dated March 5, 1990.
(10)(k)(k) Gas Transportation Service (10)(k)(k) Form 10-K Agreement (FTS 1) between for 1993 South Jersey Gas Company and (1-6364) Columbia Gulf Transmission Company, dated November 1, 1993.
(10)(k)(l) Assignment Agreement (10)(k)(i) Form 10-K capacity and service rights for 1993 (FTS-2) between South Jersey (1-6364) Gas Company and Columbia Gulf Transmission Company, dated November 1, 1993.
(10)(k)(m) FTS Service Agreement (10)(k)(m) Form 10-K No. 39556 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(n) FTS Service Agreement (10)(k)(n) Form 10-K No. 38099 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(o) NTS Service Agreement (10)(k)(o) Form 10-K No. 39305 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
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Exhibit Incorporated by Reference From Number Exhibit Reference Document
(10)(k)(p) FSS Service Agreement (10)(k)(p) Form 10-K No. 38130 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(q) SST Service Agreement (10)(k)(q) Form 10-K No. 38086 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(r) NS (Negotiated Sales) Service (10)(k)(r) Form 10-K Agreement dated December for 1994 1, 1994 between South Jersey (1-6364) Gas Company and Transco Gas Marketing Company as agent for Transcontinental Gas Pipe Line
(10)(l) Deferred Payment Plan for (10)(l) Form 10-K Directors of South Jersey for 1994 Industries, Inc., South (1-6364) Jersey Gas Company, Energy & Minerals, Inc., R&T Group, Inc. and South Jersey Energy Company as amended and restated October 21, 1994
(10)(l)(a) Form of Deferred Compen- (10)(j)(a) Form 10-K sation Agreement between for 1980 the Company and/or a sub- (1-6364) sidiary and eleven of its officers.
(10)(l)(b) Schedule of Deferred Com- (10)(l)(b) Form 10-K pensation Agreements. for 1992 (1-6364)
(10)(l)(c) Supplemental Executive (10)(l)(c) Form 10-K Retirement Program, as for 1992 amended and restated ef- (1-6364) fective September 1, 1991, and form of Agreement between certain Company or subsidiary Company officers.
(10)(l)(d) Form of Officer Employment (10)(l)(d) Form 10-K Agreement between certain for 1994 officers and either the Company (1-6364) or its Subsidiaries
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Exhibit Incorporated by Reference From Number Exhibit Reference Document
(10)(l)(e) Schedule of Officer (10)(l)(e) Form 10-K Employment Agreements for 1994 (1-6364)
(10)(l)(f) Officer Severance Benefit (10)(l)(g) Form 10-K Program for all officers. for 1985 (1-6364)
(10)(l)(g) Discretionary Incentive (10(l)(h) Form 10-K Bonus Program for all officers for 1985 and management employees. (1-6364)
(10)(l)(h) The 1987 Stock Option and (10)(l)(i) Form 10-K Stock Appreciation Rights for 1987 Plan including Form of (1-6364) Agreement.
(10)(p) Retirement Plan for Non- (10)(p) Form 10-K employee Members of the for 1988 Board of Directors. (1-6364)
(10)(q) Executive Employment (10)(q) Form 10-K Agreement dated June 17, for 1994 1994 between the Company (1-6364) and William F. Ryan, President and Chief Executive Officer
(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, 1996 is filed as an exhibit hereto solely to the extent portions are specifically incorporated by reference herein.
(16) Not Applicable
(18) Not Applicable
(21) Subsidiaries of the Registrant (filed herewith).
(22) None
(23) Independent Auditors' Consent (filed herewith).
- 20 -
Exhibit Incorporated by Reference From Number Exhibit Reference Document
(24) Power of Attorney (filed herewith).
(27) Financial Data Schedule (Submitted only in electronic format to the Securities and Exchange Commission.
(99) None
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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/ G. S. Levitt G. S. Levitt, Vice President
Date March 25, 1997
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/ William F. Ryan President and Director March 25, 1997 (William F. Ryan) (Principal Executive Officer)
/s/ G. S. Levitt Vice President March 25, 1997 (G. S. Levitt) (Principal Financial Officer)
/s/ William J. Smethurst, Jr. Assistant Secretary and March 25, 1997 (William J. Smethurst, Jr.) Assistant Treasurer (Principal Accounting Officer)
/s/ George L. Baulig Secretary and Treasurer March 25, 1997 (George L. Baulig)
/s/ Frank L. Bradley, Jr. Director March 25, 1997 (Frank L. Bradley, Jr.)
/s/ Anthony G. Dickson Director March 25, 1997 (Anthony G. Dickson)
/s/ Richard L. Dunham Director March 25, 1997 (Richard L. Dunham)
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Signature Title Date
/s/ Thomas L. Glenn, Jr. Director March 25, 1997 (Thomas L. Glenn, Jr.)
/s/ Vincent E. Hoyer Director March 25, 1997 (Vincent E. Hoyer)
/s/ Clarence D. McCormick Director March 25, 1997 (Clarence D. McCormick)
/s/ Peter M. Mitchell Director March 25, 1997 (Peter M. Mitchell)
/s/ Jackson Neall Director March 25, 1997 (Jackson Neall)
/s/ Frederick R. Raring Director March 25, 1997 (Frederick R. Raring)
/s/ Shirli M. Vioni Director March 25, 1997 (Shirli M. Vioni)
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INDEPENDENT AUDITORS' REPORT
South Jersey Industries, Inc.:
We have audited the consolidated financial statements of South Jersey Industries, Inc. and its subsidiaries as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996 and have issued our report thereon dated February 19, 1997. Such financial statements and report are included in your 1996 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of South Jersey Industries, Inc. and its subsidiaries, listed in Item 14(a). This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 19, 1997
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SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(3)(a)(i) Certificate of Incorporation (4)(a) Form S-2 of the Company, as amended (2-91515) through April 19, 1984.
(3)(a)(ii) Amendment to Certificate of (4)(e)(1) Form S-3 Incorporation relating to (33-1320) two-for-one stock split effective as of April 28, 1987.
(3)(a)(iii) Amendment to Certificate of (4)(e)(2) Form S-3 Incorporation relating to (33-1320) director and officer liability.
(3)(b) Bylaws of the Company as (3)(b) Form 10-K amended and restated for 1994 through April 20, 1995 (1-6364)
(4)(a) Form of Stock Certificate (4)(a) Form 10-K for common stock. for 1985 (1-6364)
(4)(a)(i) Rights Agreement dated as 99.1 Form 8-A of September 20, 1996 filed 10/9/96 between South Jersey (1-6364) Industries, Inc. and The Farmers & Merchants National Bank of Bridgeton
(4)(b)(i) First Mortgage Indenture (4)(b)(i) Form 10-K dated October 1, 1947. for 1987 (1-6364)
(4)(b)(x) Twelfth Supplemental Inden- 5(b) Form S-7 ture, dated as of June 1, (2-68038) 1980.
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SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(4)(b)(xiv) Sixteenth Supplemental (4)(b)(xv) Form 10-Q Indenture dated as of for quarter April 1, 1988, 10-1/4% ended Series due 2008. March 31, 1988 (1-6364)
(4)(b)(xv) Seventeenth Supplemental (4)(b)(xv) Form 10-K Indenture dated as of for 1989 May 1, 1989. (1-6364)
(4)(b)(xvi) Eighteenth Supplemental (4)(e) Form S-3 Indenture, dated as of (33-36581) March 1, 1990.
(4)(b)(xvii) Nineteenth Supplemental (4)(b)(xvii) Form 10-K Indenture, dated as of for 1992 April 1, 1992. (1-6364)
(4)(b)(xviii) Twentieth Supplemental (4)(b)(xviii) Form 10-K Indenture, dated as of for 1993 June 1, 1993. (1-6364)
(4)(c) Indenture dated as of (4)(c) Form 10-K January 31, 1995; 8.60% for 1994 Debenture Notes due (1-6364) February 1, 2010
(9) None
(10)(d) Gas storage agreement (GSS) (10)(d) Form 10-K between South Jersey Gas for 1993 Company and Transco, (1-6364) dated October 1, 1993.
(10)(e) Gas storage agreement (S-2) (5)(h) Form S-7 between South Jersey Gas (2-56223) Company and Transco, dated December 16, 1953.
- 27 -
SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(10)(f) Gas storage agreement (LG-A) (5)(f) Form S-7 between South Jersey Gas (2-56223) Company and Transco, dated June 3, 1974.
(10)(h) Gas storage agreement (WSS) (10)(h) Form 10-K between South Jersey Gas for 1991 Company and Transco, dated (1-6364) August 1, 1991.
(10)(i) Gas storage agreement (LSS) (10)(i) Form 10-K between South Jersey Gas for 1993 Company and Transco, (1-6364) dated October 1, 1993.
(10)(i)(a) Gas storage agreement (10)(i)(a) Form 10-K (SS-1) between South Jersey for 1988 Gas Company and Transco, (1-6364) dated May 10, 1987 (effective April 1, 1988).
(10)(i)(b) Gas storage agreement (10)(i)(b) Form 10-K (ESS) between South Jersey for 1993 Gas Company and Transco, (1-6364) dated November 1, 1993.
(10)(i)(c) Gas transportation service (10)(i)(c) Form 10-K agreement between South for 1989 Jersey Gas Company and (1-6364) Transco, dated April 1, 1986.
(10)(i)(e) Service agreement (FS) (10)(i)(e) Form 10-K between South Jersey Gas for 1991 Company and Transco, dated (1-6364) August 1, 1991.
(10)(i)(f) Service agreement (FT) (10)(i)(f) Form 10-K between South Jersey Gas for 1991 Company and Transco, dated (1-6364) February 1, 1992.
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SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(10)(i)(g) Service agreement (10)(i)(g) Form 10-K (Incremental FT) for 1991 between South Jersey Gas Company (1-6364) and Transco, dated August 1, 1991.
(10)(i)(i) Gas storage agreement (SS-2) (10)(i)(i) Form 10-K between South Jersey Gas for 1991 company and Transco, dated (1-6364) July 25, 1990.
(10)(i)(j) Gas Transportation Service (10)(i)(j) Form 10-K Agreement between South for 1993 Jersey Gas Company and (1-6364) Transco, dated December 20, 1991.
(10)(i)(k) Amendment to Gas (10)(i)(k) Form 10-K Transportation Agreement, for 1993 dated December 20, 1991 (1-6364) between South Jersey Gas Company and Transco, dated October 5, 1993.
(10)(j)(a) Gas Transportation Service (10)(j)(a) Form 10-K Agreement (FTS) between South for 1989 Jersey Gas Company and (1-6364) Equitable Gas Company, dated November 1, 1986.
(10)(k)(h) Gas Transportation Service (10)(k)(h) Form 10-K Agreement (TF) between for 1993 South Jersey Gas Company (1-6364) CNG Transmission Corporation dated October 1, 1993.
(10)(k)(i) Gas purchase agreement (10)(k)(i) Form 10-K between South Jersey Gas for 1989 Company and ARCO Gas Market- (1-6364) ing, Inc., dated March 5, 1990.
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SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(10)(k)(k) Gas Transportation Service (10)(k)(k) Form 10-K Agreement (FTS 1) between for 1993 South Jersey Gas Company and (1-6364) Columbia Gulf Transmission Company, dated November 1, 1993.
(10)(k)(l) Assignment Agreement (10)(k)(i) Form 10-K capacity and service rights for 1993 (FTS-2) between South Jersey (1-6364) Gas Company and Columbia Gulf Transmission Company, dated November 1, 1993.
(10)(k)(m) FTS Service Agreement (10)(k)(m) Form 10-K No. 39556 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(n) FTS Service Agreement (10)(k)(n) Form 10-K No. 38099 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(o) NTS Service Agreement (10)(k)(o) Form 10-K No. 39305 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(p) FSS Service Agreement (10)(k)(p) Form 10-K No. 38130 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
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SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(10)(k)(q) SST Service Agreement (10)(k)(q) Form 10-K No. 38086 between South for 1993 Jersey Gas Company and (1-6364) Columbia Gas Transmission Corporation, dated November 1, 1993.
(10)(k)(r) NS (Negotiated Sales) Service (10)(k)(r) Form 10-K Agreement dated December for 1994 1, 1994 between South Jersey (1-6364) Gas Company and Transco Gas Marketing Company as agent for Transcontinental Gas Pipe Line
(10)(l) Deferred Payment Plan for (10)(l) Form 10-K Directors of South Jersey for 1994 Industries, Inc., South (1-6364) Jersey Gas Company, Energy & Minerals, Inc., R&T Group, Inc. and South Jersey Energy Company as amended and restated October 21, 1994
(10)(l)(a) Form of Deferred Compen- (10)(j)(a) Form 10-K sation Agreement between for 1980 the Company and/or a sub- (1-6364) sidiary and eleven of its officers.
(10)(l)(b) Schedule of Deferred Com- (10)(l)(b) Form 10-K pensation Agreements. for 1992 (1-6364)
(10)(l)(c) Supplemental Executive (10)(l)(c) Form 10-K Retirement Program, as for 1992 amended and restated ef- (1-6364) fective September 1, 1991, and form of Agreement between certain Company or subsidiary Company officers.
- 31 -
SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(10)(l)(d) Form of Officer Employment (10)(l)(d) Form 10-K Agreement between certain for 1994 officers and either the Company (1-6364) or its Subsidiaries
(10)(l)(e) Schedule of Officer (10)(l)(e) Form 10-K Employment Agreements for 1994 (1-6364)
(10)(l)(f) Officer Severance Benefit (10)(l)(g) Form 10-K Program for all officers. for 1985 (1-6364)
(10)(l)(g) Discretionary Incentive (10(l)(h) Form 10-K Bonus Program for all for 1985 officers and management (1-6364) employees.
(10)(l)(h) The 1987 Stock Option and (10)(l)(i) Form 10-K Stock Appreciation Rights for 1987 Plan including Form of (1-6364) Agreement.
(10)(p) Retirement Plan for Non- (10)(p) Form 10-K employee Members of the for 1988 Board of Directors. (1-6364)
(10)(q) Executive Employment (10)(q) Form 10-K Agreement dated June 17, for 1994 1994 between the Company (1-6364) and William F. Ryan, President and Chief Executive Officer
(11) Not Applicable
(12) Calculation of Ratio of Earnings to Fixed Charges (Before Federal Income Taxes) (filed herewith).
- 32 -
SOUTH JERSEY INDUSTRIES, INC. NUMBER ONE SOUTH JERSEY PLAZA ROUTE 54 FOLSOM, NEW JERSEY 08037 FORM 10-K FYE 12/31/96
EXHIBIT INDEX Incorporated by Reference From Reference Reference Number Description of Exhibit Exhibit Document
(13) The Annual Report to Shareholders of the Company for the year ended December 31, 1996 is filed as an exhibit hereto solely to the extent portions are specifically incorporated by reference herein.
(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
- 33 -