-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bgli+KfvD2zNSiuXo/Jk/JL0yrc+GI5b7mmisd79JY7XceNxDnP4xCehyi1x6TaR c5LeCNqyZrF+iosTqGC9kA== 0000091928-05-000050.txt : 20060821 0000091928-05-000050.hdr.sgml : 20060821 20050819150140 ACCESSION NUMBER: 0000091928-05-000050 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH JERSEY GAS CO/NEW CENTRAL INDEX KEY: 0001035216 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 210398330 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: NUMBER ONE SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 BUSINESS PHONE: 6095619000 MAIL ADDRESS: STREET 1: NUMBER ONE SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 CORRESP 1 filename1.htm South Jersey Gas Company Confidential Correspondence




[Letterhead of Cozen O’Connor]



Richard J. Busis
Direct Fax 215-701-2456
 
 
August 19, 2005
 
 
VIA EDGAR FILING

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop: 3561
Attention: Mr. H. Christopher Owings, Assistant Director
  


 
South Jersey Gas Company
Registration Statement on Form S-3 filed July 22, 2005
File No. 333-126822
   
Form 10-K for the Fiscal Year ended December 31, 2004
Forms 10-Q for the Fiscal Quarters ended March 31, 2005 and June 30, 2005
File No. 0-22211         
 

 
Ladies and Gentlemen:

On behalf of South Jersey Gas Company (the “Company”), we are hereby responding to the comments of the Commission staff as set forth in the letter of H. Christopher Owings, Assistant Director, dated August 11, 2005 with respect to the Company’s Registration Statement on Form S-3 filed July 22, 2005.

For ease of reference, the responses have been numbered to correspond to the comments as numbered in the comment letter.

 
 
 
Securities and Exchange Commission
August 19, 2005
Page 2
 



 
Form 10-K for the Year Ended December 31, 2004
 
Management’s Discussion & Analysis, page 12
 
Commodity Market Risks, page 22
 
1.  The requested revisions will be made in future filings as required by Item 305 of Regulation S-K.
 
Note 1—Summary of Significant Accounting Policies, page 30
 
Operating Revenues, page 31
 
2. The transfer of the appliance service business became effective as of September 1, 2004. Accordingly, the results of operations related to the appliance service business are included in the Company’s financial statements for each period through August 31, 2004. Beginning September 1, 2004, such results are not included. The removal of the appliance service business’ results of operations can be seen by the reduced appliance service business revenues for the year ended December 31, 2004 set forth in the revenue table entitled “Comparative Operating Statistics” on page 11 of the Company’s Form 10-K as such revenues were included only through August 31, 2004.
 
Note 11—Employee Benefit Plans, page 41
 
3.  The "Amortization of Loss and Other" component of FAS 106 expense for fiscal years 2004 and 2003 consists of the following (in thousands):
 

     
2004
 
 
2003
  
 
Loss Amortization
  
$
284
  
$
454
  
 
Prior Service Cost Amortization
    
(154
)
  
( 81
)
 
  Total Amortization of Loss and Other
  
$
130
  
$
373
  
 
The change in Loss Amortization was attributable to an asset gain during the period of January 1, 2003 to December 31, 2003 and assumption changes on January 1, 2004, both of which lowered the unrecognized loss. These assumptions were summarized in the actuarial assumption table on page 44 of the Company’s Form 10-K.
 
The change in Prior Service Cost Amortization was primarily attributable to a plan amendment in 2004. This amendment placed caps on the amount of the premium the Company pays for all employees eligible for postretirement health care as described in the footnote on page 43 of the Company’s Form 10-K.  
 
 
 
 
 
Securities and Exchange Commission
August 19, 2005
Page 3
 


 
 
Note 13—Commitments and Contingencies, page 46

4. [Confidential Treatment Requested by South Jersey Gas Company (item no. R-4) — The information contained in this response no. 4 has been submitted to the Commission supplementally pursuant to Rule 83 of the Freedom of Information Act.]
 

 
General
 
If you have any questions with regard to these responses, need further supplemental information or would like to discuss any of the matters covered by this letter, please contact me at (215) 665-2756 or my colleague Scott Brucker at (215) 665-3710.
 
                Sincerely,
 
                COZEN O’CONNOR
 
                /s/ Richard J. Busis
 

 
                BY: RICHARD J. BUSIS
     
 
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