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~~THE SECURITIES EXCHANGE ACT OF 1934

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

~~Date~~July ~~of report (Date of earliest event reported): October 1~~28, ~~2020~~2021

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

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

(Exact name of registrant as specified in Charter)

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

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

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

(~~Former~~Address ~~Name~~of orprincipal ~~Former~~executive ~~Address~~offices, ifincluding ~~Changed~~zip ~~Since Last Report~~code) ~~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 orof 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 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~David ~~information~~Robbins, ~~set~~Jr. ~~forth~~has inannounced ~~Item~~that 2he will be retiring from South Jersey Industries, Inc.03 ~~below~~(“SJI”), effective December 31, 2021. Effective August 1, 2021, Mr. Robbins will resign as the President of ~~this~~SJI ~~Current~~Utilities, ~~Report~~Inc., onthe ~~Form~~parent ~~8-K~~company isof ~~incorporated~~South ~~herein~~Jersey byGas ~~reference~~Company (the “Company”). He will continue to serve as Senior Vice President of SJI, until his retirement on December 31, 2021.

~~Item~~On 2July 28, 2021, the Board of Directors of the Company appointed Melissa J.03 Orsen, President of SJI Utilities, Inc. ~~Creation~~effective August 1, 2021, and Ms. Orsen will resign from her position as President and COO of athe ~~Direct~~Company ~~Financial~~on ~~Obligation~~the orsame anday. Ms. ~~Obligation~~Orsen ~~under~~will ancontinue ~~Off-Balance~~to ~~Sheet~~serve ~~Arrangement~~as Senior Vice President of aSJI. ~~Registrant~~Ms. Orsen joined the Company in 2018 as Senior Vice President, General Counsel.

OnEffective ~~October~~August 1, ~~2020~~2021, ~~South~~Brent ~~Jersey Gas Company (the “Company”) issued $125,000,000 aggregate principal amount of its Senior Secured Notes, Series F, 2020, Tranche C (the “Tranche C Notes”)~~W. ~~The~~ ~~Tranche~~Schomber Chas ~~Notes~~been ~~were issued pursuant to a Note Purchase Agreement dated as of April 16, 2020 between the Company and the purchasers~~ named ~~therein~~President ~~(the “Note Purchase Agreement”)~~ and ~~under~~COO ~~the Company's Indenture~~ of ~~Trust dated as of October 1, 1998, as supplemented and amended (~~the ~~“Note Indenture”), between the~~ Company ~~and The Bank of New York Mellon, as trustee (the “Note Trustee”)~~. ~~The~~ Mr. ~~Note Purchase Agreement also provided for the issuance of $150~~Schomber,~~000,000~~ ~~aggregate~~age ~~principal amount of Senior Secured Notes~~46, ~~Series~~previously F,served ~~2020,~~as ~~Tranche A, due April 16, 2030 (the “Tranche A Notes”) and~~Vice ~~$250,000,000~~ President ~~aggregate~~of ~~principal~~Operations ~~amount~~ of ~~Senior 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”)~~Company. ~~All~~Mr. ofSchomber ~~the~~joined ~~Tranche A Notes and~~ the ~~Tranche~~Company Bin ~~Notes were issued on April 16, 2020~~2007.

The ~~Tranche~~selection Cof ~~Notes~~Mr. ~~are~~Schomber ~~due~~to ~~and~~the ~~payable~~position onof ~~October~~President 1,of ~~2050,~~the ~~and~~Company ~~bear~~was ~~interest~~not atpursuant ~~the~~to ~~rate~~any ofarrangement 3or understanding with respect to any other person.~~98%~~ ~~per~~In ~~annum~~addition, ~~payable~~there ~~semiannually~~are onno ~~April~~family 1relationships between Mr. Schomber and ~~October 1~~any director or other executive officer of ~~each~~the ~~year~~Company, ~~commencing~~and onthere ~~April~~are 1,no ~~2021~~related party transactions between the Company and Mr. Schomber reportable under Item 404(a) of Regulation S-K.

~~The~~A ~~Notes~~copy ~~are~~of ~~secured by first mortgage bonds issued pursuant to~~ the Company’s ~~Supplemental~~press ~~Indenture~~release ~~Amending~~announcing ~~and~~the ~~Restating~~retirement ~~First~~of ~~Mortgage~~Mr. ~~Indenture,~~Robbins ~~as amended~~ and ~~supplemented (~~the ~~“Mortgage”),~~appointments ~~dated as~~ of ~~January~~Ms. ~~23,~~Orsen ~~2017 between the Company~~ and ~~The~~Mr. ~~Bank~~Schomber ofis ~~New~~attached hereto ~~York Mellon,~~ as ~~trustee,~~Exhibit ~~including that Second Supplemental Indenture dated as of April 16, 2020 (the “Second Supplement”)~~99. ~~The~~1 ~~Second~~and ~~Supplement~~is ~~authorizes~~incorporated aherein ~~series~~by 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 tranchereference. ~~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.~~

~~The~~Item ~~Company~~9.01 ~~may~~Financial ~~prepay,~~Statements atand any time or from time to time, all or any portion of the Notes, in an amount not less than 5% of the aggregate principal amount of all of the Notes then outstanding in 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.Exhibits

~~Both~~Exhibit the Notes, in conjunction with the Note Indenture and the Note Purchase Agreement, and the Series F Bonds, in conjunction with the Mortgage and the Second Supplement, provide for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest and the breach of other agreements in the respective documents.Index

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

Exhibit		Description

99.1		Press release dated July 29, 2021, issued by South Jersey Industries, Inc.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

2SIGNATURE

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.

	SOUTH JERSEY GAS COMPANY
Date: July 29, 2021	SOUTH JERSEY GAS COMPANY
Dated: October 5, 2020	By:	/s/ Steven R. Cocchi
	By:	/s/ Edythe Nipper
		Name: Steven R Cocchi Title: Treasurer
		Name: Edythe Nipper
		Title: Corporate Secretary

Filing Compare · SOUTH JERSEY GAS Co