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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