1.
|
Title
of each class of securities to which transaction
applies:
|
2.
|
Aggregate
number of securities to which transaction
applies:
|
3.
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
4.
|
Proposed
maximum aggregate value of
transaction:
|
5.
|
Total
fee paid:
|
[
]
|
Check
box if any part of the fee is offset as provided by Exchange Act
Ru7le
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
1.
|
Amount
Previously Paid:
|
2.
|
Form,
Schedule or Registration Statement
No.:
|
3.
|
Filing
Party:
|
4.
|
Date
Filed:
|
|
Number
of Shares
|
|
|
of
Common Stock (1)
|
Percent
of Class
|
Shirli
M. Billings
|
17,867 (2)
|
*
|
Charles
Biscieglia
|
98,348 (2)
|
*
|
Helen
R. Bosley
|
3,121 (2)
|
*
|
Thomas
A. Bracken
|
1,612 (2)
|
*
|
Keith
S. Campbell
|
3,191 (2)
|
*
|
W.
Cary Edwards
|
8,861 (2)
|
*
|
Edward
J. Graham
|
65,561
|
*
|
Sheila
Hartnett-Devlin
|
15,558 (2)
|
*
|
William
J. Hughes
|
4,686 (2)
|
*
|
Herman
D. James
|
12,597 (2)
|
*
|
Frederick
R. Raring
|
58,002 (2)
|
*
|
Richard
J. Jackson
|
38,905
|
*
|
David
A. Kindlick
|
56,576
|
*
|
Albert
V. Ruggiero
|
42,273
|
*
|
Richard
H. Walker, Jr.
|
19,534
|
*
|
All
continuing directors, nominees for director
|
|
|
and
executive officers as a group (19 persons)
|
446,692
|
1.5%
|
*
Less
than 1%.
|
Name
and Address of Beneficial Owner
|
Shares
Beneficially Owned
|
Percent
of Class
|
Dimensional
Fund Advisors, Inc.
1299
Ocean Avenue,
11th Floor
Santa
Monica, CA 90401-1005
|
2,258,442
|
7.87%
|
Barclays
Global Investors
Japan
Trust and Banking Company Limited
Ebsiu
Prime Square Tower 8th Floor
1-1-39
Hiroo Shibuya - Ku
Tokyo
150-0012 Japan
|
1,520,408*
|
5.30%*
|
n
|
Base
Salary - which is set at the 50th percentile of the relevant peer
market;
|
n
|
Annual
Cash Awards - which provides an annual award, 75% of which is directly
tied to the Company’s earnings per share from continuing operations, with
the balance based upon specific, predefined performance objectives
for
each executive; and
|
n
|
Long-Term
Incentive - which employs equity-based instruments. Currently,
those
instruments are in the form of performance-based restricted stock
grants,
which are earned based upon the Company’s relative total shareholder
return measured against industry peer companies, over three-year
cycles.
|
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
||||||||
|
|||||||||||||||||||
|
Other
|
Restricted
|
|
||||||||||||||||
|
Base
|
Cash
|
Annual
|
Stock
|
All
Other
|
||||||||||||||
Name
and Principal Position(s)
|
Year
|
Salary
|
Bonus
|
Compensation(1)
|
|
Awards(2
|
)
|
Compensation(3)
|
|
||||||||||
Edward
J. Graham
|
2005
|
$
|
425,000
|
$
|
159,380
|
$
|
11,214
|
$
|
487,717
|
$
|
13,696
|
||||||||
Chairman,
President and Chief Executive
|
2004
|
375,000
|
140,630
|
8,476
|
225,018
|
7,130
|
|||||||||||||
Officer and
President of South Jersey Gas Company
|
2003
|
300,000
|
93,750
|
5,353
|
165,000
|
6,990
|
|||||||||||||
David
A. Kindlick
|
2005
|
218,475
|
54,690
|
446
|
301,232
|
12,374
|
|||||||||||||
Vice
President and Chief Financial Officer;
|
2004
|
211,360
|
52,840
|
310
|
105,665
|
7,018
|
|||||||||||||
Senior
Vice President and Chief Financial
|
2003
|
203,820
|
50,957
|
205
|
101,910
|
6,648
|
|||||||||||||
Officer
of South Jersey Gas Company
|
|||||||||||||||||||
Albert
V. Ruggiero
|
2005
|
218,475
|
54,690
|
446
|
301,232
|
13,766
|
|||||||||||||
Vice
President
|
2004
|
211,360
|
52,840
|
310
|
105,665
|
7,467
|
|||||||||||||
|
2003
|
203,820
|
50,957
|
205
|
101,910
|
7,858
|
|||||||||||||
Richard
J. Jackson
|
2005
|
187,146
|
46,850
|
-
|
250,642
|
15,263
|
|||||||||||||
Vice
President; Senior Vice President,
|
2004
|
181,050
|
45,260
|
-
|
90,518
|
7,313
|
|||||||||||||
Operations
of
South Jersey Gas Company
|
2003
|
169,590
|
42,398
|
-
|
84,795
|
6,800
|
|||||||||||||
Richard
H. Walker, Jr.
|
2005
|
167,541
|
41,940
|
-
|
129,732
|
15,590
|
|||||||||||||
Vice
President, General Counsel &
|
2004
|
162,080
|
40,520
|
-
|
48,640
|
6,879
|
|||||||||||||
Secretary;
Senior Vice President, General Counsel &
|
2003
|
149,030
|
36,575
|
-
|
43,890
|
6,676
|
|||||||||||||
Secretary
of
South Jersey Gas Company
|
|
Graham
|
Kindlick
|
Ruggiero
|
Jackson
|
Walker
|
|||||||||||
401(k)
Plan
|
$
|
7,000
|
$
|
7,000
|
$
|
7,000
|
$
|
7,000
|
$
|
7,000
|
||||||
Group
Life Insurance
|
1,259
|
1,035
|
1,934
|
1,625
|
1,419
|
|||||||||||
Automobile
|
5,476
|
4,338
|
4,832
|
6,638
|
7,171
|
|||||||||||
Total
Value
|
$
|
13,696
|
$
|
12,374
|
$
|
13,766
|
$
|
15,263
|
$
|
15,590
|
(a)
|
(b)
|
(c)
|
|
Number
of securities remaining
|
|||
|
Number
of securities to
|
|
available
for future issuance
|
|
be
issued upon exercise
|
Weighted
average exercise
|
under
equity compensation
|
|
of
outstanding options,
|
price
of outstanding options,
|
plans
excluding securities
|
Plan
Category
|
warrants
and rights
|
warrants
and rights
|
reflected
in column (a)
|
(#)
|
($)
|
(#)
|
|
Equity
compensation plans approved by security holders(1)
|
347,614
|
-(3)
|
2,000,000
|
Equity
compensation plans not approved by security holders(2)
|
7,104
|
-(3)
|
-
|
Total
|
354,718
|
|
2,000,000
|
Remuneration
|
15
|
20
|
25
|
30
|
35
|
40
|
|||||||||||||
$125,000
|
$
|
43,750
|
$
|
56,250
|
$
|
68,750
|
$
|
81,250
|
$
|
81,250
|
$
|
81,250
|
|||||||
$150,000
|
$
|
52,500
|
$
|
67,500
|
$
|
82,500
|
$
|
97,500
|
$
|
97,500
|
$
|
97,500
|
|||||||
$175,000
|
$
|
61,250
|
$
|
78,750
|
$
|
96,250
|
$
|
113,750
|
$
|
113,750
|
$
|
113,750
|
|||||||
$200,000
|
$
|
70,000
|
$
|
90,000
|
$
|
110,000
|
$
|
130,000
|
$
|
130,000
|
$
|
130,000
|
|||||||
$225,000
|
$
|
78,750
|
$
|
101,250
|
$
|
123,750
|
$
|
146,250
|
$
|
146,250
|
$
|
146,250
|
|||||||
$250,000
|
$
|
87,500
|
$
|
112,500
|
$
|
137,500
|
$
|
162,500
|
$
|
162,500
|
$
|
162,500
|
|||||||
$300,000
|
$
|
105,000
|
$
|
135,000
|
$
|
165,000
|
$
|
195,000
|
$
|
195,000
|
$
|
195,000
|
|||||||
$400,000
|
$
|
140,000
|
$
|
180,000
|
$
|
220,000
|
$
|
260,000
|
$
|
260,000
|
$
|
260,000
|
|||||||
$450,000
|
$
|
157,500
|
$
|
202,500
|
$
|
247,500
|
$
|
292,500
|
$
|
292,500
|
$
|
292,500
|
|||||||
$500,000
|
$
|
175,000
|
$
|
225,000
|
$
|
275,000
|
$
|
325,000
|
$
|
325,000
|
$
|
325,000
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
|
S&P
500
|
100
|
88.1
|
68.6
|
88.3
|
97.9
|
102.8
|
S&P
UTIL
|
100
|
69.6
|
48.7
|
61.5
|
76.4
|
89.3
|
SJI
|
100
|
114.9
|
121.9
|
156.0
|
209.7
|
239.5
|
2005
|
2004
|
||||||
Audit
Fees (a)
|
$
|
825,080
|
$
|
833,500
|
|||
Audit-Related
Fees (b)
|
35,500
|
33,500
|
|||||
Tax
Fees (c)
|
33,000
|
30,956
|
|||||
All
other fees
|
-
|
-
|
|||||
Total
|
$
|
893,580
|
$
|
897,956
|
1.
|
Review
and update this Charter periodically, at least annually, as conditions
dictate.
|
2.
|
Review
the organization’s annual financial statements and any reports or other
financial information submitted to any governmental body, or the
public,
which include any certification, report, opinion, or review rendered
by
the independent accountants.
|
4.
|
Review
with financial management and the independent accountants the
Corporation’s quarterly reports on Form 10-Q prior to its filing.
The Chairman of the Committee may represent the entire Committee
for
purposes of this review.
|
5.
|
Approve
the selection of the independent accountants, considering independence
and
effectiveness and approve the fees and other compensation to be
paid to
the independent accountants. On an annual basis, the Committee
shall
review and discuss with the accountants all significant relationships
the
accountants have with the Corporation to determine the accountants’
independence. The Committee must pre-approve any services provided
by the
independent accountants.
|
6.
|
Review
the performance of the independent accountants and approve any
proposed
discharge of the independent accountants when circumstances
warrant.
|
7.
|
Periodically
consult with the independent accountants out of the presence of
management
about internal controls and the fullness and accuracy of the
organization’s financial
statements.
|
8.
|
In
consultation with the independent accountants and the internal
auditors,
review the integrity of the organization’s financial reporting processes,
both internal and external.
|
9.
|
Consider
the independent accountants’ judgments about the quality and
appropriateness of the Corporation’s accounting principles as applied in
its financial reporting.
|
10.
|
Consider
and approve, if appropriate, major changes to the Corporation’s auditing
and accounting principles and practices as suggested by the independent
accountants, management, or the internal auditing
department.
|
11.
|
Establish
regular and separate systems of reporting to the Audit Committee
by each
of management, the independent accountants and the internal auditors
regarding any significant judgments made in management’s preparation of
the financial statements and the view of each as to appropriateness
of
such judgments.
|
12.
|
Following
completion of the annual audit, review separately with each of
management,
the independent accountants and the internal auditing department
any
significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required
information.
|
13.
|
Review
any significant disagreement among management and the independent
accountants or the internal auditing department in connection with
the
preparation of the financial
statements.
|
14.
|
Review
with the independent accountants, the internal auditing department
and
management the extent to which changes or improvements in financial
or
accounting practices, as approved by the Audit Committee, have
been
implemented. (This review should be conducted at an appropriate
time
subsequent to implementation of changes or improvements, as decided
by the
Committee.)
|
15.
|
Review
periodically the Code of Ethical Conduct and ensure that management
has
established a system to enforce this
Code.
|
16.
|
Review
management’s monitoring of the Corporation’s compliance with the
organization’s Ethical Code, and ensure that management has the proper
review system in place to ensure that the Corporation’s financial
statements, reports and other financial information disseminated
to
governmental organizations, and the public satisfy legal
requirements.
|
17.
|
Review
activities, organizational structure, and qualifications of the
internal
audit department.
|
18.
|
Review,
with the organization’s counsel, legal compliance matters including
corporate securities trading
policies.
|
Vote
by Telephone
Call
Toll-Free using a
Touch-Tone
phone:
1-888-693-8683
|
Vote
by Internet
Access
the Website and
Cast
your vote:
http://www.cesvote.com
|
Vote
by Mail
Return
your proxy
in
the postage-paid
envelope
provided.
|
1.
|
For
the election of four Directors:
|
2. |
To
ratify the appointment of Deloitte & Touche LLP as Independent
Registered Public Accounting Firm for
2006.
|
3. |
To
transact such other business that may properly come before the
meeting.
|