UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 or 15(d) OFof ~~THE SECURITIES EXCHANGE ACT OF 1934~~the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported):~~1934

~~July~~ Date of report (Date of earliest event reported): October 1, 2020

SOUTH JERSEY GAS COMPANY (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in Charter)

New Jersey		000-22211		21-0398330
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

New Jersey	000-22211	21-0398330
(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)

1(609) ~~South~~561-9000 ~~Jersey~~(Registrant's ~~Plaza,~~telephone ~~Folsom~~number, ~~New~~including ~~Jersey~~area ~~08037~~code)

(~~Address~~Former ofName ~~principal~~or ~~executive~~Former ~~offices~~Address, ~~including~~if ~~zip~~Changed ~~code~~Since Last Report) N/A

(609) 561-9000

(Registrant’s telephone number, including area code)

N/A

(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:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~None~~ N/A ~~N/A~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act ~~of 1933 (17 CFR §230.405)~~ or Rule 12b-2 of the ~~Securities~~ Exchange Act ~~of 1934 (17 CFR §240.12b-2~~).

Emerging growth 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. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Effective~~The ~~July~~information ~~13,~~set ~~2020,~~forth ~~David~~in ~~Robbins,~~Item Jr2.03 ~~will~~below ~~step down as President~~ of ~~South~~this ~~Jersey~~Current ~~Gas~~Report ~~Company~~on ~~(the “Company”).~~Form He8-K ~~will~~is ~~continue~~incorporated toherein ~~serve~~by ~~as President of SJI Utilities, Inc~~reference. ~~and as Senior Vice President of South Jersey Industries, Inc. (“SJI”), the parent company of the Company.~~

~~Effective~~Item ~~July 13, 2020, Melissa J~~2.03. ~~Orsen,~~Creation ~~will serve as President~~ of ~~the~~a ~~Company.~~Direct ~~Ms.~~Financial ~~Orsen,~~Obligation ~~age~~or ~~43,~~an ~~previously served~~Obligation asunder ~~General~~an ~~Counsel~~Off-Balance ofSheet ~~SJI~~Arrangement ~~and will continue to serve as Senior Vice President~~ of ~~SJI.~~a MsRegistrant. ~~Orsen joined the Company in 2018.~~

~~The~~On ~~selection~~October of1, ~~Ms.~~2020, ~~Orsen~~South toJersey Gas Company (the ~~position~~“Company”) ofissued ~~President~~$125,000,000 aggregate principal amount of ~~the~~its ~~Company~~Senior ~~was~~Secured ~~not~~Notes, ~~pursuant~~Series toF, ~~any~~2020, ~~arrangement~~Tranche orC ~~understanding~~(the ~~with~~“Tranche ~~respect~~C Notes”). The Tranche C Notes were issued pursuant to ~~any~~a ~~other~~Note ~~person.~~Purchase InAgreement ~~addition~~dated as of April 16, ~~there~~2020 ~~are~~between nothe ~~family~~Company ~~relationships~~and ~~between~~the ~~Ms.~~purchasers ~~Orsen~~named therein (the “Note Purchase Agreement”) and ~~any~~under ~~director~~the orCompany's ~~other~~Indenture ~~executive~~of ~~officer~~Trust dated as of ~~the~~October ~~Company~~1, ~~and~~1998, ~~there~~as ~~are~~supplemented noand ~~related~~amended (the ~~party~~“Note ~~transactions~~Indenture”), between the Company and MsThe Bank of New York Mellon, as trustee (the “Note Trustee”). The ~~Orsen~~Note ~~reportable~~Purchase Agreement ~~under~~also ~~Item~~provided ~~404~~for the issuance of $150,000,000 aggregate principal amount of Senior Secured Notes, Series F, 2020, Tranche A, due April 16, 2030 (athe “Tranche A Notes”) and $250,000,000 aggregate principal amount of ~~Regulation~~Senior ~~S-K~~Secured Notes, Series F, 2020, Tranche B, due April 16, 2050 (the “Tranche B Notes” and, together with the Tranche A Notes and the Tranche C Notes, the “Notes”). All of the Tranche A Notes and the Tranche B Notes were issued on April 16, 2020.

The ~~Company’s~~Tranche ~~Principal~~C ~~Financial~~Notes ~~Officer~~are due and ~~Treasurer,~~payable ~~Cielo~~on ~~Hernandez~~October 1, is2050, ~~leaving~~and ~~the~~bear ~~Company~~interest toat ~~pursue~~the ~~other career~~rate ~~interests.~~of Ms3.98% ~~Hernandez~~per ~~will~~annum, ~~continue~~payable tosemiannually beon ~~employed~~April as1 aand ~~Senior~~October 1 ~~Vice President~~ of ~~SJI~~each toyear, ~~assist~~commencing ~~with~~on ~~the~~April ~~transition of her duties until October 30~~1, ~~2020~~2021.

~~Effective~~The ~~July~~Notes 1,are ~~2020~~secured by first mortgage bonds issued pursuant to the Company’s Supplemental Indenture Amending and Restating First Mortgage Indenture, ~~Steven~~as amended R.and ~~Cocchi~~supplemented ~~shall~~(the ~~serve~~“Mortgage”), dated as ~~interim~~of ~~Principal~~January ~~Financial~~23, ~~Officer~~2017 between the Company and ~~Treasurer~~The Bank of New York Mellon, as trustee, including that Second Supplemental Indenture dated as of April 16, 2020 (the “Second Supplement”). The Second Supplement authorizes a series of first mortgage bonds under the Mortgage, First Mortgage Bonds, Series F (the “Series F Bonds”), with a tranche of Series F Bonds being issued in conjunction with each tranche of Notes in an aggregate principal amount equal to the principal amount of Notes of such ~~Company~~ tranche. Accordingly, upon the issuance of the Tranche C Notes, a Series F, Tranche C Bond in the aggregate principal amount of $125,000,000 was issued to the Note Trustee as security for the Tranche C Notes.

~~Mr.~~The ~~Cocchi,~~Company ~~age~~may 42prepay, ~~has~~at ~~served~~any astime ~~SJI’s~~or ~~Senior~~from ~~Vice~~time ~~President~~to ~~and~~time, ~~Chief~~all ~~Strategy~~or ~~and~~any ~~Development~~portion ~~Officer~~of ~~since~~the ~~2018~~Notes, ~~and~~in ~~has~~an ~~held~~amount ~~various~~not ~~other~~less ~~leadership~~than ~~positions~~5% ~~within~~of the aggregate principal ~~SJI~~amount ~~since~~of heall ~~joined~~of the ~~Company~~Notes then outstanding in ~~2009~~the case of a partial prepayment, together with interest accrued thereon to the date of such prepayment as well as a “make-whole amount,” to be calculated as provided in the Note Purchase Agreement.

~~The~~Both ~~selection~~the ofNotes, ~~Mr.~~in ~~Cocchi~~conjunction towith the ~~positions~~Note ofIndenture ~~Principal~~and ~~Financial~~the ~~Officer~~Note ~~and~~Purchase ~~Treasurer~~Agreement, ~~was~~and ~~not~~the ~~pursuant~~Series toF ~~any~~Bonds, ~~arrangement~~in orconjunction ~~understanding~~ with ~~respect~~the toMortgage ~~any~~and ~~other~~the Second ~~person. In addition~~Supplement, ~~there~~provide ~~are~~for nocustomary ~~family~~events ~~relationships~~of ~~between~~default, ~~Mr.~~which ~~Cocchi and~~include ~~any~~(subject ~~director~~in orcertain ~~other~~cases ~~executive~~to ~~officer~~customary ofgrace ~~the Company,~~ and ~~there~~cure ~~are~~periods), noamong ~~related~~others, ~~party~~nonpayment ~~transactions~~of ~~between~~principal ~~the~~or ~~Company~~interest and ~~Mr.~~the ~~Cocchi~~breach ~~reportable~~of ~~under~~other ~~Item~~agreements ~~404(a)~~in ofthe ~~Regulation S-K~~respective documents.

~~SIGNATURE~~The proceeds from the sale of the Tranche C Notes will principally be used to repay short-term indebtedness and for general corporate purposes.

A copy of the Second Supplement (including forms of each of the three tranches of Series F Bonds), the form of the Tranche C Notes and the Note Purchase Agreement are filed as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 2.03. The foregoing summaries of the Second Supplement, the forms of Series F Bonds and the Tranche C Notes as well as the Note Purchase Agreement are qualified in their entirety by reference to the text of such documents filed herewith.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

4.1

Second Supplemental Indenture, dated as of April 16, 2019, between South Jersey Gas Company and The Bank of New York Mellon, as Trustee, including forms of the Series F, Tranche A Bonds, the Series F, Tranche B Bonds and the Series F, Tranche C Bonds (incorporated by reference to Exhibit 4.1 to the South Jersey Gas Company Current Report on Form 8-K filed on April 20, 2020).

4.2

Form of Senior Secured Note, Series F, 2020, Tranche C (incorporated by reference to Exhibit 4.4 to the South Jersey Gas Company Current Report on Form 8-K filed on April 20, 2020).

10.1

Note Purchase Agreement, dated as of April 16, 2020, between South Jersey Gas Company and the purchasers listed therein (incorporated by reference to Exhibit 10.1 to the South Jersey Gas Company Current Report on Form 8-K filed on April 20, 2020).

SIGNATURES

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.

Date: July 2, 2020	SOUTH JERSEY GAS COMPANY
	SOUTH JERSEY GAS COMPANY
	By:	/s/ Edythe Nipper
Dated: October 5, 2020	By:	/s/ Steven R. Cocchi
		Name: Edythe Nipper
		Name: Steven R Cocchi Title: Treasurer
		Title: Secretary

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