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~~October 226, 2018

SOUTH JERSEY GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	~~0-22211~~	210-~~0398330~~22211		21-0398330
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)		(I.R.S. Employer Identification No.)

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

☐ o 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~~company ☐o

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

On ~~August~~October 226, 2018, South Jersey Gas Company (the “Company”) ~~announced~~entered ~~that~~into an unsecured, ~~effective~~$400 ~~July~~million 1,term loan credit agreement (the “Credit ~~2018~~Agreement”), ~~Mr.~~which ~~Craig~~is ~~Jennings~~syndicated ~~has~~among ~~been~~eight ~~appointed~~banks, including PNC Bank, National Association, as administrative agent. Under the ~~President~~Credit ~~and~~Agreement, ~~Chief~~the ~~Operations~~Company ~~Officer~~can borrow up to an aggregate of ~~the~~$400 ~~Company.~~million Infrom ~~this~~time ~~role~~to Mrtime until October 26, 2019. All ~~Jennings~~loans ~~will~~under ~~provide~~the ~~senior~~Credit ~~level~~Agreement ~~operational~~become ~~leadership~~due and payable on April 26, 2020. Any amounts repaid prior to the ~~Company~~maturity date cannot be reborrowed.

~~Mr.~~In ~~Jennings,~~connection ~~age~~with ~~53,~~entering into ~~joined~~ the ~~Company~~Credit ~~in 2018. Previously~~Agreement, ~~Mr.~~the ~~Jennings~~Company ~~served~~repaid asall ~~vice~~amounts ~~president~~outstanding ofunder ~~operations~~its ~~and~~2017 ~~engineering~~term ~~for~~loan ~~Liberty Utilities~~credit ~~and~~agreement, asthereby a Division Director for Eversource Energy since 2013. There were no arrangements or understanding between Mr. Jennings and any other person pursuant to which Mr. Jennings was appointed as President and Chief Operations Officer.concluding ~~There have been no transactions nor are there any proposed transactions between the Company and Mr. Jennings~~ that ~~would require disclosure pursuant to Item 404(a) or Regulation S-K~~agreement.

OnSubject ~~August~~to 2,certain ~~2018, the Company's parent, SJI Utilities, Inc., announced that David Robbins, Jr. has been appointed as President of SJI Utilities,~~conditions ~~Inc.~~set ~~and~~forth ~~Ann~~in ~~T. Anthony has been appointed to~~ the ~~role~~Credit ~~of Principal Financial Officer of SJI Utilities~~Agreement, ~~Inc. Ms. Anthony is currently also Treasurer of~~ the Company, ~~and~~may asincrease ~~such, will function as~~ the ~~Company’s~~Credit ~~principal~~Facility ~~financial~~from ~~officer. Effective~~time ~~upon~~to ~~the~~time ~~appointment~~by ofup ~~Mr. Jennings, Mr. Robbins ceased~~ to ~~act~~an asadditional ~~President~~maximum aggregate ~~and~~amount ~~Principal Operating Officer~~ of ~~the~~$200 ~~Company. Upon the appointment of Ms. Anthony as Principal Financial Officer of SJI Utilities~~million, ~~Inc.,~~although ~~Mr.~~no ~~Stephen~~lender H.is ~~Clark ceased~~obligated to ~~act~~increase asits ~~principal financial officer of the Company but remains Chief Financial Officer of South Jersey Industries, Inc~~commitment.

The ~~press~~term ~~release~~loans ~~announcing~~bear interest at a variable base rate or a variable “LIBOR” rate based on the ~~appointments~~London isinterbank ~~attached~~deposit ~~hereto~~market, asat ~~Exhibit~~the 99Company’s election. Interest on base rate loans will be equal to the highest of: (a) the agent’s daily “prime rate,” (b) the Federal Funds Rate plus 0.5%; and (c) a rate related to the one-month LIBOR rate plus 1%, ~~incorporated~~plus, in each case, an applicable ~~herein~~margin that may range from zero to 0.05%, depending on the Company’s unsecured credit rating. Interest on LIBOR rate loans will be determined by reference to LIBOR plus an applicable margin that may range from 0.65% to 1.05%, depending on the Company’s unsecured credit rating.

~~Item~~The ~~9.01~~proceeds ~~Financial~~of ~~Statements~~the loans will be used for general corporate purposes, including, without limitation, repayment of debt, financing of capital expenditures and ~~Exhibits~~for working capital.

~~Exhibit~~The ~~Index~~Credit Agreement 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 Agreement), and customary events of default.

Exhibit		Description
99.1		Press release dated August 2, 2018, issued by South Jersey Industries, Inc.

Many of the 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 or its affiliates, and affiliates or certain of these lenders have served in the past as underwriters in public offerings of securities by the Company or its affiliates, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

~~Signature~~A copy of 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 Agreement is qualified in its entirety by reference to the text of the Credit Agreement filed herewith.

~~Pursuant~~Item to2.03. ~~the~~Creation ~~requirements~~ of ~~the~~a ~~Securities~~Direct ~~Exchange~~Financial ~~Act~~Obligation ofor ~~1934,~~an ~~the~~Obligation ~~registrant~~under ~~has duly~~an ~~caused~~Off-Balance ~~this~~Sheet ~~report~~Arrangement toof bea ~~signed on its behalf by the undersigned thereunto duly authorized~~Registrant.

	SOUTH JERSEY GAS COMPANY
Date: August 3, 2018	/s/ Ann T. Anthony
	Ann T. Anthony
	Secretary & Treasurer

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1

Term Loan Credit Agreement, dated as of October 26, 2018, among South Jersey Gas Company, the several lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent.

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

Dated: October 31, 2018	By:	/s/ Ann T. Anthony
		Name: Ann T. Anthony Title: Treasurer

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