Item 2.01. Completion of Acquisition or Disposition of Assets.

The description contained under the Introductory Note of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.01.


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

On the Closing Date, in connection with the closing of the Merger (the "Closing"), the Company notified the New York Stock Exchange ("NYSE") that the Merger had been consummated and requested that the NYSE delist shares of Company common stock and file with the SEC a notification on Form 25 to report the delisting of shares of Company common stock from the NYSE and to deregister shares of Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of Company common stock on the NYSE was suspended prior to the opening of trading on the Closing Date. As previously reported, the Company also has provided notice to the NYSE that it is voluntarily delisting its 5.625% Junior Subordinated Notes due 2079 and its Corporate Units from the NYSE. A Form 25 with respect to the delisting will be filed on or about February 6, 2023.

Promptly following the effectiveness of the Form 25 for the respective securities, the Company expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of these classes of securities and to suspend its reporting obligations under Sections 12(g) and 15(d) of the Exchange Act, in each case with respect to these classes of securities.

SJG also makes filings with the SEC as a result of its having debt securities that were issued pursuant to registration statements that were declared effective by the SEC. Each of such outstanding series of debt securities has fewer than 300 record holders and SJG expects to make filings to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note of this Current Report on Form 8-K and Items 3.01 and 5.03 is incorporated by reference in this Item 3.03.

In connection with the Merger and at the Effective Time, holders of Company common stock immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).

Item 5.01. Changes in Control of Registrant.

The information set forth under the Introductory Note and under Item 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

In connection with the Merger and at the Effective Time, a change of control of the Company occurred and Merger Sub has been merged with and into the Company, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

In accordance with the terms of the Merger Agreement, and effective as of the Effective Time, the sole director of Merger Sub as of immediately prior to the Effective Time became the sole director of the Surviving Corporation (the "Board"). As of the Effective Time, the sole member of the Board was Anne Cleary. At the Effective Time and in connection with the Closing, Victor A. Fortkiewicz resigned from the Board of Directors of SJG and Kevin O'Dowd was appointed to fill the resulting vacancy.

At the Effective Time, the officers of each of the Company and SJG as of immediately prior to the Effective Time continued as the officers of the Surviving Corporation and SJG, respectively.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

At the Effective Time, the certificate of incorporation of the Surviving Company was amended and restated to be the same as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time and otherwise in accordance with the terms of the Merger Agreement, and is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

At the Effective Time, the bylaws of the Surviving Corporation were amended and restated to be the same as the bylaws of Merger Sub as in effect immediately prior to the Effective Time and otherwise in accordance with the terms of the Merger Agreement, and is filed herewith as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.




Item 8.01. Other Events.

On February 1, 2023, the Company issued a press release announcing the Closing and announcing the amount of its "stub period" dividend to be paid to record holders of Company common stock pursuant to the Merger Agreement. The "stub period" dividend will be in an amount equal to $0.1499 per share of Company common stock (which reflects the most recent regular quarterly dividend rate of $0.3100 per share, divided by 91 days, and multiplied by the number of days from and including December 20, 2022, the day after the record date for the most recent regular quarterly Company common stock dividend, to and including the day on which the Merger occurred, February 1, 2023). A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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