UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of The Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~August~~ 14July 3, ~~2017~~2018

SOUTH JERSEY GAS COMPANY

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

New Jersey	0-22211	021-~~22211~~0398330	~~21-0398330~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 South Jersey Plaza, Folsom, NJ 08037 (Address of Principal Executive Offices) (Zip Code) (609) 561-9000 (Registrant's Telephone Number, Including Area Code)

1 South Jersey Plaza, Folsom, NJ		08037
(Address of principal executive offices)		(Zip Code)

(609) 561-9000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~oWritten~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~growth~~Growth ~~company o~~ Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ☐

Item 18.01. ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement~~Events.

OnAs ~~August~~previously 14disclosed, ~~2017,~~ South Jersey ~~Gas~~Industries, ~~Company~~Inc. (~~the~~ “~~Company~~South Jersey Industries”) ~~entered~~has ~~into~~completed anthe ~~unsecured~~previously announced acquisition of the Elizabethtown Gas operating division of Pivotal Utility Holdings, ~~five-year~~Inc., ~~revolving~~a ~~credit~~New ~~agreement~~Jersey corporation (the “~~Credit~~Seller”) ~~Agreement~~(the “Elizabethtown Acquisition”), ~~which~~and isthe ~~syndicated~~Elkton ~~among~~Gas aoperating ~~number~~division of ~~banks~~the Seller (the “Elkton Acquisition”, ~~including~~and ~~Wells~~together ~~Fargo~~with ~~National~~the ~~Bank~~Elizabethtown Acquisition, ~~National~~the ~~Association,~~“Acquisition”) aspursuant ~~administrative~~to ~~agent,~~the ~~Bank~~terms of ~~America,~~respective ~~N.A.~~asset purchase agreements, JPeach ~~Morgan~~executed ~~Chase~~on ~~Bank~~October 15, N2017.~~A.,~~ In ~~PNC~~connection ~~Bank,~~with ~~National~~the ~~Association~~Acquisition, ~~and~~South ~~Citizens~~Jersey ~~Bank~~Gas ofCompany ~~Pennsylvania. The~~(the ~~Credit~~“Company”), ~~Agreement~~a ~~expires~~subsidiary onof ~~August~~South ~~12,~~Jersey ~~2022~~Industries, ~~unless~~entered ~~earlier~~into ~~terminated~~certain oragreements ~~extended~~amending inthe ~~accordance~~terms ~~with~~of ~~its~~previously ~~terms~~executed agreements as described below.

~~The~~On ~~Credit~~July ~~Agreement~~3, ~~provides~~2018, ~~for~~ the ~~extension~~Company ofentered ~~credit~~into to the ~~Company~~following byamendments ~~the~~of ~~lenders~~its ~~thereunder~~privately-placed innotes awith ~~total~~the ~~aggregate~~financial ~~amount~~institutions ofsignatory ~~$200~~thereto ~~million~~to (~~the “Revolving Credit Facility”~~i) require, inamong ~~the~~other ~~form~~things, ofthat ~~revolving~~South ~~loans~~Jersey upIndustries toown ~~the~~at ~~full~~all ~~$200~~times, ~~million~~directly ~~amount~~or ~~of the facility. In addition~~indirectly, asall ~~part~~ of the ~~total~~capital ~~$200~~stock ~~million~~having ~~extension~~voting rights of ~~credit,~~ the ~~Revolving~~Company ~~Credit~~and ~~Facility provides for swingline loans~~ (~~in an amount not to exceed an aggregate of $20 million~~ii), bymodify the ~~swingline~~definition ~~lender thereunder, and letters~~ of ~~credit~~change ~~(in an amount not to exceed an aggregate~~ of ~~$100~~control ~~million, of which $12.5 million has been fronted by various lenders), by the issuing banks thereunder, each at the applicable interest rates specified in the Credit Agreement. Subject~~ to ~~certain~~include ~~conditions set forth in~~ the ~~Credit~~acquisition ~~Agreement,~~of ~~the~~direct ~~Company~~or ~~may~~indirect ~~increase~~ownership ~~the Revolving Credit Facility up to a maximum aggregate amount~~ of $50% ~~million~~or ~~(for~~more ~~a total facility~~ of upthe tooutstanding ~~$250~~ownership ~~million),~~interests ~~although no lender is obligated to increase its commitment. At the closing~~ of the ~~transaction, the~~ Company ~~borrowed funds to repay amounts owed under the 2011 Credit Agreement (as defined in Item 1.02 below)~~, ~~which~~other ~~agreement~~than ~~was~~an ~~then~~acquisition ~~terminated and is being replaced~~ by ~~the~~South ~~Credit~~Jersey ~~Agreement. Thereafter,~~Industries ~~proceeds~~or ~~from~~any ~~borrowings~~subsidiary ~~under~~of ~~the~~South ~~Revolving~~Jersey ~~Credit Facility may be used for general corporate purposes.~~ Industries:

~~Loans~~· ~~under~~First ~~the~~Amendment ~~Revolving~~to ~~Credit Facility bear interest at a variable base rate or a variable London Interbank Offered Rate (“LIBOR”), at~~ the ~~Company’s~~Note ~~election. Interest~~Purchase onAgreement ~~base~~dated ~~rate~~as ~~loans will be equal to the highest~~ of: ~~(a)~~March ~~the Federal Funds Rate plus 0.5%; (b) the agent’s daily “prime rate”; and (c) the one-month LIBOR rate plus~~ 1~~%; plus in each case~~, an applicable margin that may range from zero to 0.475%, depending on the Company’s senior unsecured debt rating. Interest on LIBOR loans will be determined by reference to LIBOR plus an applicable margin that may range from 0.9% to 1.475%, depending on the Company’s credit rating.2010;

~~The~~· ~~Credit~~First ~~Agreement~~Amendment ~~contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness of the Company and its subsidiaries on a consolidated basis~~ to ~~Consolidated Total Capitalization of not more than 0.70 to 1.0 (as such terms are defined in~~ the ~~Credit~~Note Purchase Agreement); ~~provided~~dated ~~that~~ as ~~long as the Company’s January 2017 term loan credit agreement provides for a lower ratio~~ of ~~indebtedness~~December ~~to Total Capitalization~~30, ~~such lower ratio, which is currently 0.65 to 1.0, will apply to the Credit Agreement. The Credit Agreement also contains customary events of default.~~2010;

~~Many~~· ofFirst ~~the~~Amendment ~~lenders under the Credit Agreement have in the past performed, and may in the future from time~~ to ~~time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for~~ the ~~Company~~Note orPurchase ~~its~~Agreement ~~affiliates,~~dated ~~and affiliates or certain of these lenders have served in the past~~ as ~~underwriters in public offerings~~ of ~~securities~~April ~~by the Company or its affiliates~~2, ~~for which they have received, and may in the future receive, customary compensation and expense reimbursement.~~2012;

A· ~~copy~~Second ofAmendment ~~the Credit Agreement is filed as Exhibit 10.1~~ to ~~this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of~~ the ~~Credit~~Note Purchase Agreement isdated ~~qualified~~as ~~in its entirety by reference to the text~~ of ~~the~~September ~~Credit~~20, ~~Agreement filed herewith.~~ 2012;

~~Item~~· ~~1.02. Termination~~First ofAmendment ato ~~Material~~the ~~Definitive~~Note Purchase Agreement. dated as of November 21, 2013; and

On· ~~August~~First ~~14,~~Amendment ~~2017,~~to ~~in connection with~~ the ~~Company’s~~Note ~~entry~~Purchase ~~into the Credit~~ Agreement ~~discussed in Item 1.01, the Company terminated its existing $200 million Four-Year Revolving Credit Agreement,~~ dated as of ~~May~~January 525, ~~2011, among the Company, the lenders party thereto and Wells Fargo, National Association, as administrative agent (the “2011 Credit Agreement”)~~2017.

~~Item~~On ~~2.03. Creation~~June 15, 2018, the Company entered into the following amendments of aits ~~Direct~~credit ~~Financial~~agreements, ~~Obligation~~which oramendments ancontained ~~Obligation~~substantially ~~under~~the ansame ~~Off~~provisions as the amendments to the privately-~~Balance~~placed ~~Sheet~~notes: (i) ~~Arrangement~~the First Amendment to the Five-Year Revolving Credit Agreement dated as of aAugust ~~Registrant~~14, 2017 and (ii) the First Amendment to the Term Loan Credit Agreement dated as of January 26, 2017.

The ~~information~~foregoing ~~set~~summaries ~~forth~~of the various amendments described herein are each qualified in ~~Item~~their ~~1.01~~entirety by reference to the text of ~~this~~the ~~Current~~respective ~~Report~~agreements onfiled ~~Form~~as ~~8-K~~exhibits ishereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

10.1 Five-Year Revolving Credit Agreement, dated as of August 14, 2017, among South Jersey Gas Company, the several lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent.

Exhibit No.		Description of Exhibit
99.1		First Amendment to the Note Purchase Agreement dated as of March 1, 2010, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018 (incorporated by reference to Exhibit 99.5 of the Current Report on Form 8‑K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).
99.2		First Amendment to the Note Purchase Agreement dated as of December 30, 2010, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018 (incorporated by reference to Exhibit 99.6 of the Current Report on Form 8-K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).
99.3		First Amendment to the Note Purchase Agreement dated as of April 2, 2012, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018 (incorporated by reference to Exhibit 99.7 of the Current Report on Form 8‑K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).

99.4		Second Amendment to the Note Purchase Agreement dated as of September 20, 2012, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018 (incorporated by reference to Exhibit 99.8 of the Current Report on Form 8-K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).
99.5		First Amendment to the Note Purchase Agreement dated as of November 21, 2013, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018 (incorporated by reference to Exhibit 99.9 of the Current Report on Form 8-K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).
99.6		First Amendment to the Note Purchase Agreement dated as of January 25, 2017, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018 (incorporated by reference to Exhibit 99.10 of the Current Report on Form 8-K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).
99.7		First Amendment to the Five-Year Revolving Credit Agreement dated as of August 14, 2017, by and among South Jersey Gas Company, as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, dated as of June 14, 2018 (incorporated by reference to Exhibit 99.11 of the Current Report on Form 8-K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).
99.8		First Amendment to the Term Loan Credit Agreement dated as of January 26, 2017, by and among South Jersey Gas Company, as borrower, the lenders party thereto and PNC Bank, National Association, as administrative agent, dated as of June 15, 2018 (incorporated by reference to Exhibit 99.12 of the Current Report on Form 8-K of South Jersey Industries, Inc. filed on July 10, 2018 (File No. 001-06364)).

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOUTH JERSEY GAS COMPANY
Dated: August 15, 2017	By:	/s/ Stephen H. Clark
Date: July 11, 2018	By:	/s/ Ann T. Anthony
		Name: Stephen H. ClarkTitle: Executive Vice President and Chief Financial Officer
		Name:	Ann T. Anthony
		Title:	Treasurer and Corporate Secretary

EXHIBIT INDEX

Exhibit No. Description_____________________________________________________

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