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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCANA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
South Carolina
(State or Other Jurisdiction of Incorporation or Organization)
57-0784499
(I.R.S. Employer Identification No.)
1426 Main Street Columbia, South Carolina 29201 (803) 748-3000
(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Asbury H. Gibbes, Senior Vice President, General Counsel and
Assistant Secretary,
1426 Main St., Columbia, SC 29201 (803) 748-3101
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
With copies to:
Robert G. Schuur, Esq. John W. Currie, Esq.
Reid & Priest McNair & Sanford, P.A.
40 West 57th Street 1301 Gervais Street - 17th Floor
New York, New York 20019 Columbia, South Carolina 29201
(212) 603-2000 (803) 799-9800
Approximate date of commencement of proposed sale to the public:
After the effective date of the Registration Statement, as determined by
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. (X)
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to be to be Offering Aggregate Registration
Registered Registered Price Offering Fee
Per Unit* Price*
Debt Securities $250,000,000 100% $250,000,000 $50,000
* Determined solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
</TABLE>
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Prospectus
SCANA Corporation
Debt Securities
SCANA Corporation (the "Company") intends to issue from time
to time up to $250,000,000 aggregate principal amount of its
unsecured Debt Securities (the "Debt Securities"). The Debt
Securities will be sold for, and the principal of and any interest
on the Debt Securities will be payable in, U.S. dollars. The Debt
Securities will be unsecured and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company.
Debt Securities of a series may be issuable in registered form
without coupons ("Registered Securities"), in bearer form with or
without coupons attached ("Bearer Securities") or in the form of
one or more global securities (each a "Global Security"). Bearer
Securities will be offered only to non-United States persons and to
offices located outside the United States of certain United States
financial institutions. See "Limitations on Issuance of Bearer
Securities".
The Debt Securities will be offered to the public on terms
determined by market conditions at the time of sale. The Debt
Securities may be issued in one or more series with the same or
various maturities, at par, or with an original issue discount.
The terms of the Debt Securities, including, where applicable, the
specific designation, aggregate principal amount, authorized
denominations, purchase price, maturity, rate of interest (or
manner of calculation), time of payment of interest, if any,
redemption or repayment terms, if any, other specific terms, and
any listing on a securities exchange of any series of Debt
Securities in respect of which this Prospectus is being delivered
(the "Offered Debt Securities"), are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement") or in the
applicable pricing supplement with respect to each sale of such
Debt Securities (the "Pricing Supplement").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is .
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements, and
other information filed by the Company may be inspected and copied
at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
the Commission's regional offices located at Seven World Trade
Center, Suite 1300, New York, New York 10018 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's common
stock, without par value (the "Common Stock"), is listed for
trading on the New York Stock Exchange. Reports, proxy and
information statements, and other information concerning the
Company may also be inspected at the offices of such Exchange, 20
Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the
Commission by the Company pursuant to the Exchange Act (File No. 1-
8809), are incorporated herein by reference:
(a) Annual Report of the Company on Form 10-K for the year
ended December 31, 1993, as amended.
(b) Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994.
(c) Current Report of the Company on Form 8-K dated January
13, 1994.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering or
offerings made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
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The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above
that have been incorporated by reference in this Prospectus, other
than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents.
Written or telephone requests for such copies should be directed to
H. John Winn, III, Manager-Investor Relations and Shareholder
Services, SCANA Corporation, Columbia, South Carolina 29218,
telephone number (803) 748-3240.
THE COMPANY
The Company is an energy-based holding company which, through
its subsidiaries, engages principally in electric and natural gas
utility operations and other energy-related businesses. The
Company, a South Carolina corporation having general business
powers, was incorporated on October 10, 1984 and is a public
utility holding company within the meaning of the Public Utility
Holding Company Act of 1935 but is presently exempt from
registration under such Act.
The principal executive offices of the Company are located at
1426 Main Street, Columbia, South Carolina 29201, telephone (803)
748-3000, and its mailing address is Columbia, South Carolina
29218.
Regulated Businesses
The Company's subsidiaries, including South Carolina Electric
& Gas Company ("SCE&G"), South Carolina Generating Company, Inc.
("GENCO") and South Carolina Pipeline Corporation, are engaged in
the generation, transmission, distribution and sale of electricity,
the purchase, transmission, distribution and sale at wholesale and
retail of natural gas and the provision of urban bus service, in
various areas of South Carolina. These subsidiaries own most of
the Company's consolidated assets and, in 1993, contributed most of
its consolidated net income.
Nonregulated Businesses
The Company's other subsidiaries are engaged in the businesses
of (i) exploration, development, acquisition and operation of oil
and gas producing properties, (ii) marketing natural gas and light
hydrocarbons, (iii) producing, storing, distributing and selling
propane, (iv) fiber optic, video and radio communications, and (v)
power plant management and maintenance services.
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<TABLE>
SUMMARY FINANCIAL AND OPERATING INFORMATION
(Millions of Dollars Except Per Share Amounts)
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Six Months Ended Twelve Months Ended
June 30, December 31,
1994 1993 1993 1992(1) 1991
Statement of Income Data
Operating Revenues:
Electric .................. $ 460.0 $ 421.4 $ 940.1 $ 829.5 $ 867.2
Gas........................ 181.3 179.0 320.2 305.3 276.7
Transit.................... 2.0 1.8 3.9 3.6 3.9
Total Operating Revenues. 643.3 602.2 1,264.2 1,138.4 1,147.8
Operating Expenses........... 523.9 493.1 1,018.9 928.6 925.4
Operating Income............. 119.4 109.1 245.3 209.8 222.4
Net Income................... $ 79.3 $ 72.0 $ 168.0 $ 117.6 $ 135.9
Earnings Per Weighted Average
Common Share............... $ 1.69 $ 1.63 $ 3.72 $ 2.84 $ 3.37
Dividends Declared Per
Common Share............... $ 1.41 $ 1.37 $ 2.74 $ 2.68 $ 2.62
Weighted Average Common
Shares Outstanding......... 47,014,866 44,271,617 45,203,364 41,474,759 40,361,206
Electric Territorial Sales
(Megawatt Hours)............ 8,096,340 7,800,530 16,880,271 15,794,002 15,694,542
(1) Includes a reduction of $14.6 million in Electric Operating Revenues and $11.1 million
in Net Income resulting from a January 1993 electric rate refund order of the Public
Service Commission of South Carolina relating to a 1989 electric rate case.
</TABLE>
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges for the Company for the five years ended December 31, 1993
and for the six months ended June 30, 1994. For purposes of
calculating the ratio, earnings consist of the sum of (i) net
income, (ii) the provision for income taxes and (iii) fixed charges
exclusive of interest capitalized. Fixed charges consist of (i)
interest expense, whether expensed or capitalized, (ii)
amortization of deferred loan costs, whether expensed or
capitalized, and (iii) one-third of net rental expense, which is
deemed to be representative of an interest factor.
Six Months Year Ended December 31,
Ended June 30,
1994 1993 1992 1991 1990 1989
3.18 3.41 2.79 3.24 4.07 2.93
USE OF PROCEEDS
The proceeds from the sale of the Debt Securities may be used
to finance the acquisition from time to time by a subsidiary of the
Company of natural gas and oil properties, to fund additional
business activities in nonutility subsidiaries, to reduce short-
term debt incurred in connection therewith or for general corporate
purposes.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities will be issued in one or more series under
an Indenture dated as of November 1, 1989 (the "Indenture") between
the Company and The Bank of New York, as trustee (the "Trustee").
The Indenture does not limit the amount of Debt Securities that can
be issued thereunder. (Section 301) A copy of the Indenture has
been incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part.
The following summary of certain terms of the Debt Securities
is subject in all respects to the provisions of, and is qualified
in its entirety by, all of the provisions of the Indenture,
including the definitions of certain terms used herein, and is
further subject to and qualified in its entirety by reference to
the description of the Debt Securities in the Prospectus Supplement
and to the documents referred to therein. Whenever any particular
section of the Indenture or any term defined therein is referred
to, such section or definition is incorporated herein by reference,
and the statement in connection with which such reference is made
is qualified in its entirety by such reference.
Priority
The Debt Securities of any series issued under the Indenture
will be unsecured and will in all respects be equally and ratably
entitled to the benefits of the Indenture with respect to such
series, without preference, priority, or distinction, and will rank
pari passu with all other unsecured and unsubordinated indebtedness
of the Company. (Section 301)
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Denominations, Registration and Transfer
The Debt Securities of a series will be issuable as Registered
Securities, without coupons, or as Bearer Securities, with or
without interest coupons attached, or both. Debt Securities of a
series, whether in bearer or registered form, may be issuable as
one or more Global Securities, as described below under "Global
Securities." Registered Securities will be issuable in
denominations of $1,000 and in any integral multiple thereof and
Bearer Securities will be issuable in the denomination of $5,000,
or in such other denominations and amounts as may from time to time
be fixed by or pursuant to a Board Resolution. (Sections 201, 301
and 302)
Registered Securities of any series will be exchangeable for
other Registered Securities of the same series containing identical
terms and provisions, in any authorized denominations, and of a
like aggregate principal amount. In addition, at the option of the
Holder, and subject to the terms of the Indenture, Bearer
Securities (with all unmatured coupons, except as provided below,
and all matured coupons in default) of a series will be
exchangeable for Registered Securities of the same series
containing identical terms and provisions of any authorized
denominations and of a like aggregate principal amount. Any Bearer
Security surrendered in exchange for a Registered Security between
a Regular Record Date or a Special Record Date and the relevant
date for payment of interest shall be surrendered without the
coupon relating to such date for payment of interest and such
interest will not be payable in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable
only to the Holder of such coupon when due in accordance with the
terms of the Indenture. Registered Securities of such series may
not be exchanged for Bearer Securities unless otherwise expressly
provided. (Section 305)
With respect to the Registered Securities of each series
(other than a Global Security), the Company is required to keep or
cause to be kept at an office or agency designated by it, a
register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall
provide for the registration of the Registered Securities of each
series and of transfers of the registered Securities of each
series. Debt Securities may be presented for exchange as
provided above, and Registered Securities may be presented for
registration of transfer, at the office of the Security Registrar
or at any office or agency designated by the Company for such
purpose with respect to any series of Debt Securities. Every
Registered Security presented or surrendered for registration of
transfer, or for exchange or redemption shall (if so required by
the Company or the Security Registrar for such series of Debt
Security presented) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company
and such Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing. No service charge shall
be made for any registration of transfer or exchange, or redemption
of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or
exchange of Debt Securities. The Company has initially appointed
the Trustee as Security Registrar under the Indenture. (Section
305) The Company may from time to time designate one or more other
offices or agencies where Debt Securities of one or more series may
be presented or surrendered for such purposes and may from time to
time rescind such designations; provided that it continues to
maintain such an office or agency in each Place of Payment as
required by the Indenture. (Section 1002)
The Company shall not be required (i) to issue, register the
transfer of or exchange any Debt Securities of any series during a
period beginning at the opening of business 15 days before the day
of mailing of a notice of redemption of Debt Securities of that
series selected for redemption and ending at the close of business
on the day of mailing, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in
whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii)
to exchange any Bearer Security so selected for redemption except
that a Bearer Security may be exchanged for a Registered Security
of that series, provided that such Registered Security shall be
immediately surrendered for redemption with written instruction for
payment consistent with the provisions of the Indenture. (Section
305)
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Payment and Paying Agents
Payment of principal of (and premium, if any) and interest, if
any, on Registered Securities will be made at the office of such
Paying Agent or Paying Agents as the Company may designate from
time to time, except that at the option of the Company payment of
any interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the
Security Register. (Sections 307 and 1002). Payment of any
instalment of interest on Registered Securities, which is
punctually paid or duly provided for, will be made to the Person in
whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest payment. The
Indenture provides that, in the event of a default in the payment
of interest, the Company may fix a Special Record Date, in which
case interest on Registered Securities shall be paid to the person
in whose name such Registered Security is registered at the close
of business on such Special Record Date, or paid in any other
lawful manner. (Section 307)
Unless otherwise indicated in an applicable Prospectus
Supplement, payment of principal of (and premium, if any) and
interest, if any, on Bearer Securities will be payable, subject to
any applicable laws and regulations, at the offices of such Paying
Agents outside the United States as the Company may designate from
time to time, except that at the option of the Company, payment of
any interest may be made by check or by transfer to an account
maintained by the payee outside the United States; provided,
however, that payment of principal of (and premium, if any) and
interest, if any, on Bearer Securities denominated and payable in
U.S. dollars will be made at the office of the Company's Paying
Agent in the United States if, and only if, payment of the full
amount thereof in U.S. dollars at all offices or agencies outside
the United States is illegal or effectively precluded by exchange
controls or other similar restrictions. (Section 1002) Payment of
interest on Bearer Securities on any Interest Payment Date will be
made only against surrender of the coupon relating to such Interest
Payment Date. (Section 1001)
Unless otherwise indicated in an applicable Prospectus
Supplement, the Corporate Trust Office of the Trustee in The City
of New York will be the Company's sole Paying Agent for payments
with respect to Debt Securities which are issuable solely as
Registered Securities. Any Paying Agents outside the United States
and any other Paying Agents in the United States initially
designated by the Company for the Debt Securities will be named in
the related Prospectus Supplement. The Company may at any time
designate additional Paying Agents or rescind the designation of
any Paying Agents or approve a change in the office through which
any Paying Agent acts, except that, if Debt Securities of a series
are issuable as Registered Securities, the Company will be required
to maintain a Paying Agent in each Place of Payment for such
series, and if the Debt Securities of a series may be issuable as
Bearer Securities, the Company will be required to maintain (i) a
Paying Agent in a Place of Payment located outside the United
States where Debt Securities of such series and any coupons
appertaining thereto may be presented and surrendered for payment,
and (ii) a Paying Agent in a Place of Payment located outside the
United States where (subject to applicable laws) Registered
Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the
Company may be served. (Section 1002)
All moneys paid by the Company to a Paying Agent for the
payment of principal of (and premium, if any) and interest, if any,
on any Debt Security which remains unclaimed at the end of two
years after such principal, premium or interest shall have become
due and payable will, upon request of the Company, be repaid to the
Company and the holder of such Debt Security or any coupon will
thereafter look only to the Company for payment thereof. (Section
1003)
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Global Securities
The Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities that will be
deposited with, or on behalf of, a Depositary identified in the
Prospectus Supplement relating to such series. The specific terms
of the depositary arrangement, if other than set forth below, with
respect to a series of Debt Securities will be described in the
Prospectus Supplement relating to such series.
Maintenance of Corporate Existence
The Company agrees that, except in the case certain sales,
leases or conveyances of assets, consolidations and mergers
described hereinafter under the caption "Consolidation, Merger,
Sale or Conveyance," it will maintain its corporate existence and
that of SCE&G and GENCO and the rights and franchises of the
Company and SCE&G and GENCO; provided, however, that the Company
will not be required to preserve (a) the corporate existence of any
Subsidiary other than SCE&G and GENCO or (b) any such right or
franchise if the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries considered as a whole and that the
loss thereof is not disadvantageous in any material respect to the
Holders of the Outstanding Securities of any series. (Sections 801
and 1006)
Restrictions on Liens
The Company agrees that neither it nor any Subsidiary will
issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed ("Debt")
secured by a mortgage, lien, pledge or other encumbrance
("Mortgages") upon any property of the Company or any of its
Subsidiaries without effectively providing that the Debt Securities
of each series (together with, if the Company so determines, any
other indebtedness or obligation then existing or thereafter
created ranking equally with the Debt Securities of that series)
shall be secured equally and ratably with (or prior to) such Debt
so long as such Debt shall be so secured, except that this
restriction will not apply to: (a) Mortgages to secure Debt issued
under (i) the Indenture, dated April 1, 1993, between South
Carolina Electric & Gas Company and NationsBank of Georgia,
National Association, (ii) the Indenture, dated January 1, 1945,
between South Carolina Electric & Gas Company and Chemical Bank,
(iii) the Mortgage and Security Agreement, dated August 21, 1992,
between South Carolina Generating Company, Inc. and The Prudential
Insurance Company of America and (iv) the Indenture of Mortgage,
dated December 1, 1977, between South Carolina Pipeline Corporation
and Citibank, N.A., each as amended and supplemented to date and as
it may be hereafter amended and supplemented from time to time
("Existing Mortgages") or any extension, renewal, or replacement
of any of them; (b) Mortgages affecting property of a
corporation existing at the time it becomes a Subsidiary or at
the time it is merged into or consolidated with the Company or a
Subsidiary; (c) Mortgages on property existing at the time of
acquisition thereof or incurred to secure payment of the purchase
price thereof or to secure Debt incurred prior to, at the time of,
or within 12 months after the acquisition for the purpose of
financing all or part of the purchase price thereof; (d) Mortgages
on any property to secure all or part of the cost of improvements
or construction thereon or Debt incurred to provide funds for such
purpose in a principal amount not exceeding the cost of such
improvements or construction; (e) Mortgages which secure only
indebtedness owing by a Subsidiary to the Company or to a
Subsidiary; (f) certain Mortgages to government entities, including
mortgages to secure debt incurred in pollution control or
industrial revenue bond financings; (g) Mortgages required by any
contract or statute in order to permit the Company or a Subsidiary
to perform any contract or subcontract made by it with or at the
request of the United States of America, any state or any
department, agency or instrumentality or political subdivision of
either; (h) Mortgages to secure loans to the Company or any
Subsidiary maturing within 12 months from the creation thereof and
made in the ordinary course of business; (i) Mortgages on any
property (including any natural gas, oil or other mineral property)
to secure all or part of the cost of exploration, drilling or
development thereof or to secure Debt incurred to provide funds for
any such purpose; (j) Mortgages existing on the date of the
Indenture; (k) "Excepted Encumbrances" and "Permitted Encumbrances"
as such terms are defined in any of the Existing Mortgages; (l)
certain Mortgages typically incurred in the ordinary course of
business; and (m) any extension, renewal or replacement of any
Mortgage referred to in the foregoing clauses (b)
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through (l). Notwithstanding the foregoing, the Company and any
one or more Subsidiaries may, without securing the Debt Securities,
issue, assume or guarantee Debt secured by Mortgages in an
aggregate principal amount which (not including Debt permitted to
be secured under clauses (a) to (m) inclusive above) does not at
any one time exceed 10% of Consolidated Net Tangible Assets of the
Company and its consolidated Subsidiaries. (Section 1009)
"Consolidated Net Tangible Assets" is defined as the total
amount of assets appearing on the consolidated balance sheet of the
Company and its Subsidiaries less, without duplication, the
following: (a) reserves for depreciation and other asset valuation
reserves but excluding reserves for deferred federal income taxes;
(b) intangible assets such as goodwill, trademarks, trade names,
patents and unamortized debt discount and expense; and (c)
appropriate adjustments on account of minority interests of other
Persons holding voting stock in any Subsidiary of the Company.
(Section 101)
Events of Default
Unless otherwise set forth in an applicable Prospectus
Supplement, the following constitute events of default under the
Indenture with respect to Debt Securities of any series: (1)
default in the payment of principal of (and premium, if any, on)
any Debt Security of that series when due; (2) default in the
payment of interest or any other amount on any Debt Security of
that series when due and the continuation thereof for a period of
30 days; (3) default in the deposit of any sinking fund payment
when due and the continuation thereof for a period of three
business days; (4) default in the performance or breach of any
other covenant or warranty of the Company in the Indenture (other
than a covenant or warranty included in the Indenture solely for
the benefit of one or more series of debt securities other than the
Debt Securities of that series), and the continuation thereof for
60 days after written notice to the Company as provided in the
Indenture; (5) default in the payment of principal of or interest
on, or acceleration of, securities of any other series issued under
the Indenture or under any other bond, debenture, note or other
evidence of indebtedness of the Company, SCE&G or GENCO for
borrowed money, in an aggregate amount exceeding $10,000,000, and
the continuation thereof for ten days after written notice to the
Company as provided in the Indenture; and (6) certain events of
bankruptcy, insolvency or reorganization. (Section 501)
If an event of default occurs and is continuing with respect
to Debt Securities of any series, either the Trustee or the Holders
of at least 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal amount of all
Debt Securities of that series to be due and payable immediately.
At any time after the declaration of acceleration with respect to
the Debt Securities of any series has been made, but before a
judgment or decree based on acceleration has been obtained, the
Holders of a majority in principal amount of the Outstanding Debt
Securities of that series may, under certain circumstances, rescind
and annul such acceleration and its consequences. (Section 502)
The Indenture provides that the Trustee generally will be
under no obligation to exercise any of its rights or powers under
the Indenture at the request or direction of any of the Holders,
unless such Holders have offered to the Trustee reasonable security
or indemnity acceptable to the Trustee. The Holders of a majority
in principal amount of the outstanding Debt Securities of any
series generally will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Debt Securities of that series. The right of
a Holder of any Debt Security or coupon to institute a proceeding
with respect to the Indenture is subject to certain conditions
precedent, but each Holder has an absolute right to receive payment
of principal (and premium, if any) and interest when due
(subject, in the case of interest, to certain limited exceptions)
and to institute suit for the enforcement of any such payment. The
Indenture provides that the Trustee, within 90 days after the
occurrence of a default with respect to the Debt Securities of any
series, is required to give the Holders of the Debt Securities of
such series notice of such default, unless cured or waived, but,
except in the case of default in the payment of principal of (or
premium, if any) or interest or other amount payable on any Debt
Security, the Trustee may withhold such notice if it determines
that it is in the interest of such Holders to do so. (Sections
508, 512, 602 and 603)
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Consolidation, Merger, Sale or Conveyance
The Indenture provides that the Company may, without the
consent of the Holders of the Debt Securities, consolidate with, or
sell, lease or convey all or substantially all of its assets to, or
merge into another corporation, provided (1) the Company is the
continuing corporation, or, if the Company is not the continuing
corporation, the successor corporation assumes by a supplemental
indenture the Company's obligations under the Indenture and (2)
immediately after giving effect to such transaction there shall be
no default in the performance of any such obligations. (Section
801)
Modification, Waiver and Meetings
Modification and amendment of the Indenture may be effected by
the Company and the Trustee with the consent of the Holders of a
majority in principal amount of each series of Outstanding Debt
Securities affected thereby, provided that no such modification or
amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, (1) change the Stated
Maturity or Redemption Date of the principal of, or any instalment
of interest or any other amounts payable on, any Debt Security or
reduce the premium payable on the redemption thereof; (2) reduce
the principal amount of any Debt Security which is an Original
Issue Discount Security that would be due upon a declaration of
acceleration of the Maturity thereof; (3) change the place or
currency of any payment of principal of or any premium or interest
on any Debt Security; (4) impair the right to institute suit for
the enforcement of any payment on or with respect to any Debt
Security after the Stated Maturity or redemption date thereof; (5)
reduce the percentage in principal amount of Outstanding Debt
Securities of any series for which the consent of the Holders is
required to modify or amend the Indenture or to waive compliance
with certain provisions of the Indenture, or reduce the quorum or
certain voting requirements of the Indenture; or (6) modify the
foregoing requirements or reduce the percentage of outstanding Debt
Securities necessary to waive any past default to less than a
majority. Modification and amendment of the Indenture may be
effected by the Company and the Trustee without the consent of the
Holders (a) to add to the covenants of the Company for the benefit
of the Holders or to surrender a right or power conferred on the
Company in the Indenture, (b) to secure the Debt Securities, (c) to
establish the form or terms of any series of Debt Securities, or
(d) to make certain other modifications, generally of a ministerial
or immaterial nature. Except with respect to certain fundamental
provisions, the Holders of at least a majority in principal amount
of outstanding Debt Securities may waive past defaults under the
Indenture and waive compliance by the Company with certain
provisions of the Indenture. (Sections 513, 901, 902 and 1404)
A meeting of the Holders of Debt Securities of a series may be
called at any time by the Trustee, and also, upon request, by the
Company or the Holders of at least 10% in principal amount of the
Outstanding Debt Securities of such series, in any such case upon
notice given in accordance with "Notices" below. (Section 1402)
Any resolution passed or decision taken at any meeting of Holders
of Debt Securities of any series duly held in accordance with the
Indenture will be binding on all Holders of Debt Securities of that
series and the related coupons. The quorum at any meeting called
to adopt a resolution, and at any reconvened meeting, will be
persons holding or representing a majority in principal amount of
the Outstanding Debt Securities of a series. (Section 1404)
Notices
Notices to Holders of Bearer Securities will be given by
publication in a daily newspaper in the English language of general
circulation in The City of New York, and so long as such Bearer
Securities are listed on any stock exchange outside the United
States, in a daily newspaper of general circulation in such city as
such stock exchange shall require. Notices to Holders of
Registered Securities will be given by mail to the addresses of
such holders as they appear in the Security Register. (Sections
101, 106 and 1402)
Evidence of Compliance
The Company is required under the Trust Indenture Act to
furnish the Trustee not less often than annually a certificate as
to the Company's compliance with the conditions and covenants under
the Indenture.
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Defeasance
With respect to Debt Securities of any series, the Company
will be discharged from any and all obligations in respect of the
Debt Securities of such series (except for certain obligations to
register the transfer or exchange of Debt Securities of such
series, maintain paying agencies, and hold moneys for payment in
trust) if the Company deposits with the Trustee, in trust, money or
U.S. Government Obligations which through the payment of interest
thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay all the principal
(including any mandatory sinking fund payments) of, premium, if
any, and interest on, the Debt Securities of such series on the
dates such payments are due in accordance with the terms of such
Debt Securities. (Section 401)
Limitations on Issuance of Bearer Securities
In compliance with United States federal tax laws and
regulations, Bearer Securities may not in connection with their
original issuance be offered, sold, resold or delivered to a person
who is within the United States or who is a United States person
(as defined below) other than to exempt distributors and offices
located outside the United States of United States financial
institutions which agree in writing to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended (the "Code"), and any underwriters, agents and
dealers participating in the offering of Debt Securities must agree
that they will not offer any Bearer Securities for sale or resale
during the restricted period (as such term is defined in the Code)
to a person who is within the United States or to United States
persons (other than the financial institutions described above) nor
deliver Bearer Securities within the United States.
Bearer Securities and any coupons appertaining thereto will
bear a legend substantially to the following effect: "Any United
States person who holds this obligation will be subject to
limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal
Revenue Code." Under Sections 165(j) and 1287(a) of the Code,
Holders that are United States persons, with certain exceptions,
will not be entitled to deduct any loss on Bearer Securities and
must treat as ordinary income any gain realized on the sale or
other disposition (including the receipt of principal) of Bearer
Securities.
As used herein, "United States person" means a citizen or
resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United
States and an estate or trust the income of which is subject to
United States federal income taxation regardless of its source, and
"United States" means the United States of America (including the
States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction (including
the Commonwealth of Puerto Rico).
PLAN OF DISTRIBUTION
The Company may sell any series of Debt Securities in one or
more of the following ways: (1) through underwriters for resale to
the public or institutional investors, (2) through dealers, or (3)
directly or through agents by the Company to investors. Debt
Securities may be sold outside the United States.
The Prospectus Supplement will set forth the manner and terms
of the offering of the Offered Debt Securities, including the name
or names of any underwriters, dealers or agents, the purchase price
or prices of the Offered Debt Securities, the proceeds to the
Company from the sale of the Offered Debt Securities, any initial
public offering price, any underwriting discount or commission or
agency fees, and any discounts, concessions or commissions allowed
or reallowed or paid to dealers. Any initial public offering price
and any discounts, concessions or commissions allowed or reallowed
or paid to dealers may be changed from time to time.
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If underwriters are used in the sale, the Offered Debt
Securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale.
Underwriters, dealers and agents who participate in the
distribution of the Debt Securities, and their officers, directors
and controlling persons, may be entitled under agreements to be
entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments that
such underwriters, dealers or agents may be required to make in
respect of such liabilities.
Unless otherwise set forth in the applicable Prospectus
Supplement, the obligations of any underwriter or underwriters to
purchase the Offered Debt Securities of any series will be subject
to certain conditions precedent and such underwriter or
underwriters with respect to the sale of such Offered Debt
Securities will be obligated to purchase all such Offered Debt
Securities if any are purchased.
The applicable Prospectus Supplement will set forth any
planned listing of the Offered Debt Securities on a national
securities exchange and indicate whether or not any underwriters,
dealers or agents intend to make a market in the Offered Debt
Securities as permitted by applicable laws and regulations. No
assurance can be given as to the liquidity of or the trading market
for the Debt Securities.
LEGAL OPINIONS
Certain legal matters in connection with the sale of the
Offered Debt Securities are being passed upon for the Company by
McNair & Sanford, P.A., Columbia, South Carolina and by Asbury H.
Gibbes, Esq. of Columbia, South Carolina, who is Senior Vice
President and General Counsel, Assistant Secretary and a full-time
employee of the Company. The legality of the Offered Debt
Securities will be passed upon for any underwriters, dealers or
agents by Reid & Priest, New York, New York. Reid & Priest will
rely on the opinion of Asbury H. Gibbes, Esq. with respect to
matters of South Carolina law.
At May 1, 1994 Asbury H. Gibbes, Esq. owned beneficially 3,919
shares of the Company's Common Stock, including shares acquired by
the trustee under its Stock Purchase-Savings Plan by use of
contributions made by Mr. Gibbes and earnings thereon, and
including shares purchased by the Trustee by use of Company
contributions and earnings thereon. From time to time, Reid &
Priest has represented the Company and its Subsidiaries with
respect to matters unrelated to the offering of the Debt
Securities.
EXPERTS
The consolidated financial statements and related financial
statement schedules incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 have been audited by Deloitte & Touche LLP,
independent auditors as stated in their reports, which are
incorporated herein by reference and have been so incorporated in
reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.
14
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PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee....... $ 50,000
Printing Registration Statement, Prospectus
Exhibits and Miscellaneous........................ 20,000#
Blue Sky and Legal fees............................. 75,000#
Accounting services................................. 20,000#
Miscellaneous....................................... #
Total.............................................. $ #
# Estimated
Item 15. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits,
and the Registrant's By-Laws require, indemnification of the
Registrant's directors and officers in a variety of circumstances,
which may include indemnification for liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Under
Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina
Business Corporation Act of 1988, a South Carolina corporation is
authorized generally to indemnify its directors and officers in
civil or criminal actions if they acted in good faith and
reasonably believed their conduct to be in the best interests of
the corporation and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The
Registrant's By-Laws require indemnification of directors and
officers with respect to expenses actually and necessarily incurred
by them in connection with the defense or settlement of any action,
suit or proceeding in which they are made parties by reason of
having been a director or officer, except in relation to matters as
to which they shall be adjudged to be liable for willful misconduct
in the performance of duty and to such matters as shall be settled
by agreement predicated on the existence of such liability. In
addition, the Registrant carries insurance on behalf of directors,
officers, employees or agents that may cover liabilities under the
Securities Act. The Registrant's Restated Articles of
Incorporation provide that no director of the corporation shall be
liable to the corporation or its shareholders for monetary damages
for breach of his fiduciary duty as a director occurring after
April 26, 1989, except for (i) any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) acts or
omissions not in good faith or which involve gross negligence,
intentional misconduct or a knowing violation of law, (iii) certain
unlawful distributions or (iv) any transaction from which the
director derived an improper personal benefit.
Item 16. Exhibits
Exhibits required to be filed with this Registration Statement
are listed in the following Exhibit Index. Certain of such
exhibits which have heretofore been filed with the Securities and
Exchange Commission and which are designated by reference to their
exhibit numbers in prior filings are hereby incorporated herein by
reference and made a part hereof.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
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<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3,
except for the assignment of a security rating pursuant to
transaction requirement B-2 of Form S-3, which requirement the
registrant reasonably believes will be met at the time of
effectiveness, and has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, State of South
Carolina, on October 7, 1994.
(REGISTRANT) SCANA Corporation
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of
the Board, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed by
the following persons in the capacities and on the dates indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of
the Board, Chief Executive Officer,
President and Director
Date: October 7, 1994
(ii) Principal financial and accounting officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Executive Vice
President, Chief Financial Officer,
Controller and Director
Date: October 7, 1994
(iii) Other Directors:
* B. L. Amick; W. B. Bookhart, Jr.; W. T. Cassels, Jr.; H. M.
Chapman; J. B. Edwards; E. T. Freeman; B. A. Hagood; W. H. Hipp;
B. D. Kenyon; F. C. McMaster; Henry Ponder; J. B. Rhodes; E. C.
Wall, Jr.
* Signed on behalf of each of these persons:
s/W. B. Timmerman
W. B. Timmerman
(Attorney-in-Fact)
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SCANA CORPORATION
EXHIBIT INDEX Sequentially
Numbered
Number Pages
1. Underwriting Agreement
Form of Selling Agency Agreement (Filed herewith)........ 19
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession
Not applicable
4. Instruments defining the rights of security
holders, including indentures
A. Indenture, dated as of November 1, 1989
between the Registrant and The Bank of
New York, as Trustee (Filed as Exhibit 4-A
to Registration Statement No. 33-32107)............... #
5. Opinion re legality
Opinion of Asbury H. Gibbes, Esq. (To be filed by
Pre-Effective Amendment)
8. Opinion re tax matters
Not Applicable
12. Statement Re Computation of Ratios (Filed herewith)..... 38
15. Letter re unaudited interim financial information
Not Applicable
23. Consents Of Experts and Counsel
A. Consent of Deloitte & Touche (To be filed by
Pre-Effective Amendment)
B. Consent of Asbury H. Gibbes (Included in his
opinion to be filed as Exhibit 5)
24. Power Of Attorney
(Filed herewith)........................................ 39
25. Statement of eligibility of trustee
Statement of eligibility of The Bank of
New York, as Trustee (Form T-1)
(To be filed by Pre-Effective Amendment)
26. Invitation for competitive bids
Not applicable
27. Financial Data Schedule
Not Applicable
28. Information from reports furnished to State
insurance regulatory authorities
Not Applicable
99. Additional Exhibits
Not Applicable
# Incorporated herein by reference as indicated.
18
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EXHIBIT 1
SCANA Corporation
$250,000,000 Medium-Term Notes, Series B
Due From Nine Months to Thirty Years
From Date of Issue
Selling Agency Agreement
October _, 1994
New York, New York
Dear Sirs:
SCANA Corporation, a South Carolina corporation (the "Company"), confirms
its agreement with each of you with respect to the issue and sale by the
Company of up to $250,000,000 aggregate principal amount of its Medium-Term
Notes, Series B, Due from Nine Months to Thirty Years from Date of Issue (the
"Notes") . The Notes will be issued under an indenture (the "Indenture") dated
as of November 1, 1989 between the Company and The Bank of New York, as trustee
(the "Trustee"). Unless otherwise set forth in a supplement to the Prospectus
referred to below, the Notes will be issued in fully registered form in minimum
denominations of $1,000 and in denominations exceeding such amount by integral
multiples of $1,000, and in bearer form in multiples of $5,000, and will have
the annual interest rates, maturities and, if appropriate, other terms set
forth in such supplement to the Prospectus. The Notes will be issued, and the
terms thereof established, in accordance with the Indenture and, in the case of
Notes sold pursuant to Section 2(a), the Medium-Term Note Administrative
Procedures attached hereto as Exhibit A (the "Procedures") (unless a Terms
Agreement (as defined in Section 2(b) modifies or supersedes such Procedures
with respect to the Notes issued pursuant to such Terms Agreement). The
Procedures may only be amended by written agreement of the Company and you
after notice to, and with the approval of, the Trustee. For the purposes of
this Agreement, the term "Agent" shall refer to any of you acting solely in the
capacity as agent for the Company pursuant to Section 2(a) and not as principal
(collectively, the "Agents"), the term the "Purchaser" shall refer to one of
you acting solely as principal pursuant to Section 2(b) and not as agent, and
the term "you" shall refer to you collectively whether at any time either of
you is acting in both such capacities or in either such capacity.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, you as set forth below in this Section 1. Certain terms
used in this Section 1 are defined in paragraph (h) hereof.
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(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (File Number: , including a basic
prospectus, which registration statement, has become effective, for the
registration under the Act of $250,000,000 aggregate principal amount of
debt securities (the "Securities"), including the Notes. Such
registration statement, as amended at the date of this Agreement, meets
the requirements set forth in Rule 415(a) (1) (ix) or (x) under the Act
and complies in all other material respects with said Rule. The Company
has included in such registration statement, or has filed or will file
with the Commission pursuant to the applicable paragraph of Rule 424(b)
under the Act, a supplement to the form of prospectus included in such
registration statement relating to the Notes and the plan of distribution
thereof (the "Prospectus Supplement"). In connection with the sale of
Notes the Company proposes to file with the Commission pursuant to the
applicable paragraph of Rule 424(b) under the Act further supplements to
the Prospectus specifying the interest rates, maturity dates and, if
appropriate, other terms of the Notes sold pursuant hereto or the
offering thereof.
(b) As of the Execution Time (as defined by Section 1(h)), on
the Effective Date (as defined by Section 1(h)), when any supplement to
the Prospectus is filed with the Commission, as of the date of any Terms
Agreement (as defined by Section 2(b)) and at the date of delivery by the
Company of any Notes sold hereunder (a "Closing Date"), (i) the
Registration Statement (as defined by Section 1(h)), as amended as of any
such time, and the Prospectus, as supplemented as of any such time, and
the Indenture will comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the Securities Exchange Act of 1934 (the "Exchange
Act") and the respective rules thereunder; (ii) the Registration
Statement, as amended as of any such time, did not or will not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement of
Eligibility (Form T-1) under the Trust Indenture Act of
the Trustee or (ii) the information contained in or omitted from the
Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to
the Company by either of you specifically for use in connection with the
preparation of the Registration Statement or the Prospectus (or any
supplement thereto).
(c) As of the time any Notes are issued and sold hereunder,
the Indenture will constitute a legal, valid and binding instrument
enforceable against the Company in accordance with its terms and such
Notes will have been duly authorized, executed, authenticated and, when
paid for by the purchasers thereof, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the
Indenture.
(d) Each of the Company, South Carolina Electric & Gas
Company, South Carolina Pipeline Corporation, South Carolina Generating
Company, Inc. and SCANA Petroleum Resources, Inc. (individually a
"Subsidiary" and collectively the "Subsidiaries") has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is chartered or organized,
with full corporate power and authority to own its properties and conduct
its business as described in the Prospectus, and is duly qualified to do
business as a foreign corporation and is in good standing under the laws
of each jurisdiction which requires such qualification wherein it owns or
leases material properties or conducts material business.
20
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(e) All the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are fully
paid and nonassessable, and, except as otherwise set forth in the
Prospectus, all outstanding shares of capital stock of the Subsidiaries
are owned by the Company either directly or through wholly owned
subsidiaries free and clear of any perfected security interest and, to
the knowledge of the Company, after due inquiry, any other security
interests, claims, liens or encumbrances.
(f) The Company's authorized equity capitalization is as set
forth in the Registration Statement; and the Notes conform to the
description thereof contained in the Prospectus (subject to the insertion
in the Notes of the maturity dates, the interest rates and other similar
terms thereof which will be described in supplements to the Prospectus as
contemplated by the fourth sentence of Section l(a) of this Agreement).
(g) The Company is a public utility holding company within the
meaning of the Public Utility Holding Company Act of 1935, as amended,
but is exempt from registration as such under such Act; and the Company
is not subject to registration under the Investment Company Act of 1940,
as amended.
(h) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall mean
each date that the Registration Statement and any subsequent post-
effective amendment or amendments thereto became or become effective.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. "Basic Prospectus" shall
mean the form of basic prospectus relating to the Securities contained in
the Registration Statement at the Effective Date. "Prospectus" shall
mean the Basic Prospectus as supplemented by the Prospectus Supplement.
"Registration Statement" shall mean the registration statement referred
to in paragraph (a) above, including incorporated documents, exhibits and
financial statements, as amended at the Execution Time. "Rule 415" and
"Rule 424" refer to such rules under the Act. Any reference herein to
the Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form
S-3 which were filed under the Exchange Act on or before the Effective
Date of the Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as the case may
be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, the Prospectus Supplement or the Prospectus shall be deemed
to refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement or the issue date
of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as
the case may be, deemed to be incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents of Offers to
Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein, the
Company hereby authorizes each of the Agents to act as its agent to
solicit offers for the purchase of all or part of the Notes from the
Company.
On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, each of the Agents agrees, as agent of
the Company, to use its reasonable efforts to solicit offers to purchase the
Notes from the Company upon the terms and conditions set forth in the
Prospectus (and any supplement thereto) and in the Procedures. Each Agent
shall make reasonable efforts to assist the Company in obtaining performance by
each purchaser whose offer to purchase Notes has been solicited by such Agent
and accepted by the Company, but such Agent shall not, except as otherwise
provided in this Agreement, have any liability to the Company in the event any
21
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such purchase is not consummated for any reason. Except as provided in Section
2(b) , under no circumstances will any Agent be obligated to purchase any Notes
for its own account. It is understood and agreed, however, that any Agent may
purchase Notes as principal pursuant to Section 2(b).
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon receipt of instructions
from the Company, the Agents will forthwith suspend solicitation of offers to
purchase Notes from the Company until such time as the Company has advised them
that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the Closing Date
with respect to each sale of Notes by the Company as a result of a solicitation
made by such Agent, in an amount equal to that percentage specified in Schedule
I hereto of the aggregate principal amount of the Notes sold by the Company.
Such commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the Procedures, offers
for the purchase of Notes may be solicited by an Agent as agent for the Company
at such time and in such amounts as such Agent deems advisable. The Company
may from time to time offer Notes for sale otherwise than through an Agent;
provided, however, that so long as this Agreement shall be in effect the
Company shall not solicit or accept offers to purchase Notes through any agent
other than an Agent.
If the Company shall default in its obligations to deliver Notes to a
purchaser whose offer it has accepted, the Company shall indemnify and hold
each of you harmless against any loss, claim or damage arising from or as a
result to such default by the Company.
(b) Subject to the terms and conditions stated herein, whenever the
Company and any Agent determine that the Company shall sell Notes
directly to such Agent as Purchaser, each such sale of Notes shall be
made in accordance with the terms of this Agreement, unless otherwise
agreed by the Company and such Agent, and any supplemental agreement
relating thereto (which may be an oral or written agreement) between the
Company and the Purchaser. Each such supplemental agreement (which shall
be substantially in the form of Exhibit B) is herein referred to as a
"Terms Agreement." Each Terms Agreement shall describe (whether orally or
in writing) the Notes to be purchased by the Purchaser pursuant thereto,
and shall specify the principal amount of such Notes, the maturity date of
such Notes, the rate at which interest will be paid on the Notes and the
record dates for each payment of interest, the Closing Date for the
purchase of such Notes, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the delivery of
opinions of counsel, certificates from the Company or its officers, or
letter from the Company's independent public accountants as described in
Section 6(b). Such Terms Agreement shall also specify the period of time
referred to in Section 4(m). The Purchaser's commitment to purchase Notes
pursuant to any Terms Agreement shall be deemed to have been made on the
basis of the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions herein set
forth.
Delivery of the certificates for Notes sold to the Purchaser pursuant to
any Terms Agreement shall be made as agreed to between the Company and the
Purchaser as set forth in the respective Terms Agreement, not later than the
Closing Date set forth in such Terms Agreement, against payment of funds to the
Company in the net amount due to the Company for such Notes by the method and
in the form set forth in the Procedures unless otherwise agreed to between the
Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Agent at varying prices from
time to time. In connection with any resale of Notes purchased, a Purchaser
may use a selling or dealer group and may reallow any portion of the discount
or commission payable pursuant hereto to dealers or purchasers.
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3. Offering and Sale of Notes. Each Agent and the Company agree
to perform the respective duties and obligations specifically provided
to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment to the Registration Statement or
supplement to the Prospectus (except (i) periodic or current reports filed
under the Exchange Act or (ii) a supplement relating to any offering of Notes
providing solely for the specification of or a change in the maturity dates,
interest rates, issuance prices or other similar terms of any Notes. Subject
to the foregoing sentence, the Company will cause each supplement to the
Prospectus to be filed with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period prescribed and will provide
evidence satisfactory to you of such filing. The Company will promptly
advise each of you (i) when the Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule 424(b),
(ii) when, prior to the termination of the offering of the Notes, any
amendment of the Registration Statement shall have been filed or become
effective, (iii) of any request by the Commission for any amendment
of the Registration Statement or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of any stop
order suspending the effectiveness ofthe Registration Statement, or any part
thereof, or the institution or threatening of any proceeding for that
purpose, or if the Company has knowledge that any such action is contemplated
by the Commission, and (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Notes for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order and,if issued, to obtain as
soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend the Registration
Statement or to supplement the Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the Company promptly will
(i) notify each of you to suspend solicitation of offers to purchase Notes
(and, if so notified by the Company, each of you shall forthwith suspend such
solicitation and cease using the Prospectus as then supplemented), (ii)
prepare and file with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement which will
correct such statement or omission or effect such compliance and (iii) supply
any supplemented Prospectus to each of you in such quantities as you may
reasonably request. If such amendment or supplement, and any documents,
certificates and opinions furnished to each of you pursuant to paragraph (g)
of this Section 4 in connection with the preparation or filing of such
amendment or supplement are satisfactory in all respects to you, you will,
upon the filing of such amendment or supplement with the Commission and upon
the effectiveness of an amendment to the Registration Statement, if such an
amendment is required, resume your obligation to solicit offers to purchase
Notes hereunder. Notwithstanding the foregoing, if, at the time of any
notification to suspend solicitations, any Agent shall own any of the Notes
with the intention of reselling them, or the Company has accepted an offer to
purchase Notes but the related settlement has not occurred, the Company,
subject to the provisions of subsection (a) of this Section, will promptly
prepare and file with the Commission an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance.
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(c) The Company, during the period when a prospectus relating to
the Notes is required to be delivered under the Act, will file promptly all
documents required to be filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act and will furnish to each of you copies
of such documents. In addition, on or prior to the date on which the Company
makes any announcement to the general public concerning earnings or concerning
any other event which is required to be described, or which the Company
proposes to describe, in a document filed pursuant to the Exchange Act, the
Company will furnish to each of you the information contained or to be
contained in such announcement. The Company also will furnish to each of you
copies of all other press releases or announcements to the general public.
The Company will immediately notify each of you of any downgrading in the
rating of the Notes or any other debt securities of the Company, or any
proposal to downgrade the rating of the Notes or any other debt securities of
the Company, by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act), as soon as the Company
learns of any such downgrading or proposal to downgrade.
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earning statement or
statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(e) The Company will furnish to each of you and your counsel,
without charge, copies of the Registration Statement (including all amendments
and exhibits thereto) and, so long as delivery of a prospectus may be required
by the Act, as many copies of the Prospectus and any supplement thereto as you
may reasonably request.
(f) The Company will arrange for the qualification of the Notes
for sale under the laws of such jurisdictions as either of you may designate,
will maintain such qualifications in effect so long as required for the
distribution of the Notes, and will arrange for the determination of the
legality of the Notes for purchase by institutional investors.
(g) The Company shall furnish to each of you such information,
documents, certificates of officers of the Company and opinions of counsel for
the Company relating to the business, operations and affairs of the Company,
the Registration Statement, the Prospectus, and any amendments thereof or
supplements thereto, the Indenture, the Notes, this Agreement, the Procedures
and the performance by the Company and you of its and your respective
obligations hereunder and thereunder as either of you may from time to time
and at any time prior to the termination of this Agreement reasonably request.
(h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and disbursements of its
accountants and counsel, the cost of printing or other production and delivery
of the Registration Statement, the Prospectus, all amendments thereof and
supplements thereto, the Indenture, this Agreement and all other documents
relating to the offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements, including fees of counsel,
incurred in compliance with Section 4(f), the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes, (ii) reimburse each
of you on a monthly basis for all out-of-pocket expenses (including without
limitation advertising expenses), if any, incurred by you in connection with
this Agreement and (iii) pay the reasonable fees and expenses of your counsel
incurred in connection with this Agreement.
(i) Each acceptance by the Company of an offer to purchase Notes
will be deemed to be an affirmation that its representations and warranties
contained in this Agreement are true and correct at the time of such
acceptance, as though made at and as of such time, and a covenant that such
representations and warranties will be true and correct at the time of
delivery to the purchaser of the Notes relating to such acceptance, as though
made at and as of such time (it being understood that for purposes of the
foregoing affirmation and covenant such representations and warranties shall
relate to the Registration Statement and Prospectus as amended or supplemented
at each such time). Each such acceptance by the Company of an offer for the
purchase of Notes shall be deemed to constitute an additional representation,
24
<PAGE>
warranty and agreement by the Company that, as of the settlement date for the
sale of such Notes, after giving effect to the issuance of such Notes, of any
other Notes to be issued on or prior to such settlement date and of any other
Securities to be issued and sold by the Company on or prior to such settlement
date, the aggregate amount of Securities (including any Notes) which have been
issued and sold by the Company will not exceed the amount of Securities
registered pursuant to the Registration Statement.
(j) Each time that the Registration Statement or the Prospectus
is amended or supplemented (other than by an amendment or supplement relating
to any offering of Securities other than the Notes or providing solely for the
specification of or a change in the maturity dates, the interest rates, the
issuance prices or other similar terms of any Notes sold pursuant hereto), the
Company will deliver or cause to be delivered promptly to each of you a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the Company,
dated the date of the effectiveness of such amendment or the date of the
filing of such supplement, in form reasonably satisfactory to you, of the same
tenor as the certificate referred to in Section 5(e) but modified to relate to
the last day of the fiscal quarter for which financial statements of the
Company were last filed with the Commission and to the Registration Statement
and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement.
(k) Each time that the Registration Statement or the Prospectus
is amended or supplemented (other than by an amendment or supplement (i)
relating to any offering of Securities other than the Notes, (ii) providing
solely for the specification of or a change in the maturity dates, the
interest rates, the issuance prices or other similar terms of any Notes sold
pursuant hereto or (iii) setting forth or incorporating by reference financial
statements or other information as of and for a fiscal quarter, unless, in
the case of clause (iii) above, in the reasonable judgment of any of you, such
financial statements or other information are of such a nature that an opinion
of counsel should be furnished), the Company shall furnish or cause to be
furnished promptly to each of you written opinions of counsel to the Company
satisfactory to each of you, dated the date of the effectiveness of such
amendment or the date of the filing of such supplement, in form satisfactory
to each of you, of the same tenor as the opinions referred to in Sections 5(b)
and 5(c) but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of the effectiveness of
such amendment or the filing of such supplement or, in lieu of such opinion,
counsel last furnishing such an opinion to you may furnish each of you with a
letter to the effect that you may rely on such last opinion to the same extent
as though it were dated the date of such letter authorizing reliance (except
that statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the filing of such supplement).
(l) Each time that the Registration Statement or the Prospectus
is amended or supplemented to set forth amended or supplemental financial
information, the Company shall cause its independent public accountants
promptly to furnish to each of you a letter, dated the date of the
effectiveness of such amendment or the date of the filing of such supplement,
in form satisfactory to each of you, of the same tenor as the letter referred
to in Section 5(f) with such changes as may be necessary to reflect the
amended and supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter; provided, however, that, if the
Registration Statement or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information as of and for a
fiscal quarter, the Company's independent public accountants may limit the
scope of such letter, which shall be satisfactory in form to each of you, to
the unaudited financial statements, the related "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and any other
information of an accounting, financial or statistical nature included in such
amendment or supplement, unless, in the reasonable judgment of either of you,
such letter should cover other information or changes in specified financial
statement line items.
(m) During the period, if any, specified (whether orally or in
writing) in any Terms Agreement, the Company shall not, without the prior
consent of the Purchaser thereunder, offer, sell, contract to sell or announce
the proposed issuance of any debt securities, including Notes, with terms
substantially similar to the Notes being purchased pursuant to such Terms
Agreement, other than borrowings under its revolving credit agreement and
lines of credit and issuances of its commercial paper.
25
<PAGE>
5. Conditions to the Obligations of the Agents.
The obligation of each Agent to solicit offers to purchase the Notes
shall be subject to the accuracy of the representations and warranties on the
part of the Company contained herein as of the Execution Time, on the Effective
Date, when any supplement to the Prospectus is filed with the Commission, as of
each Closing Date and on the date of each solicitation, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required by
Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement, or any part thereof, shall have been issued and
no proceedings for that purpose shall have been instituted or threatened,
or, to the knowledge of the Company or any Agent, be contemplated by the
Commission.
(b) The Company shall have furnished to each Agent the opinion of
Asbury H. Gibbes, Esq., General Counsel for the Company, dated the
Execution Time, to the effect that:
(i) each of the Company, South Carolina Electric & Gas
Company, South Carolina Pipeline Corporation, South Carolina
Generating Company, Inc. and SCANA Petroleum Resources, Inc.
(individually a "Subsidiary" and collectively the "Subsidiaries") has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority to own
its properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it owns or
leases material properties or conducts material business;
(ii) all the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, except as otherwise set forth in
the Prospectus, all outstanding shares of capital stock of the
Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, after due inquiry, any
other security interests, claims, liens or encumbrances;
(iii) the Company's authorized equity capitalization is as set
forth in the Registration Statement; and the Notes conform to the
description thereof contained in the Prospectus (subject to the
insertion in the Notes of the maturity dates, the interest rates and
other similar terms thereof which will be described in supplements to
the Prospectus as contemplated by the fourth sentence of Section 1(a)
of this Agreement);
(iv) the Indenture has been duly authorized, executed and
delivered, has been duly qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding instrument enforceable against
the Company in accordance with its terms (subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally from
time to time in effect); and the Notes have been duly authorized and,
when executed and authenticated in accordance with the provisions of
the Indenture and the Procedures and delivered by the Trustee and paid
for by the purchasers thereof, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the
Indenture;
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<PAGE>
(v) the Company is a public utility holding Company within the
meaning of the Public Utility Holding Company Act of 1935, as amended,
but is exempt from registration as such under such Act; and the
Company is not subject to registration under the Investment Company
Act of 1940, as amended;
(vi) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Prospectus, and there is no franchise, contract or
other document of a character required to be described in the
Registration Statement or Prospectus, or to be filed as an exhibit,
which is not described or filed as required; and the statements
included or incorporated in the Prospectus describing any legal
proceedings or material contracts or agreements relating to the
Company fairly summarize such matters;
(vii) the Registration Statement has become effective under the
Act; any required filing of the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the best knowledge
of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement and the Prospectus (except that no opinion is expressed as
to the financial statements and other financial and statistical
information contained therein comply as to form in all material
respects with the applicable requirements of the Act and the Exchange
Act and the respective rules thereunder; and such counsel has
no reason to believe that the Registration Statement at the Execution
Time contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus
includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading
(except that no opinion need be expressed as to the financial
statements and other financial and statistical information contained
or incorporated by reference therein or to any information relating
to the book-entry system of payments and transfers of the Notes or
the depository therefor set forth under the captions "Description of
Medium-Term Notes, Series B - Book Entry System" in the Prospectus
Supplement or "Description of the Debt Securities - Global
Securities" in the Prospectus or as to the Trustee's Statement of
Eligibility on Form T-1);
(viii) this Agreement has been duly authorized, executed and
delivered by the Company;
(ix) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions contemplated herein except such as
have been obtained under the Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the sale of
the Notes as contemplated by this Agreement and such other approvals
(specified in such opinion) as have been obtained;
(x) neither the execution and delivery of the Indenture, the
issue and sale of the Notes, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the terms
hereof will conflict with, result in a breach or violation of, or
constitute a default under, any law or the charter or bylaws of the
Company or the terms of any indenture or other agreement or instru-
ment known to such counsel and to which the Company or any of its
subsidiaries is a party or bound, or any judgment, order, decree or
regulation known to such counsel to be applicable to the Company or
any of its subsidiaries of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction over the
Company or any of its subsidiaries; and
(xi) no holders of securities of the Company have rights to
the registration of such securities under the Registration Statement.
27
<PAGE>
In rendering such opinion, such counsel may rely as to matters of fact, to
the extent deemed proper, on certificates of responsible officers of the Company
and public officials. References to the Prospectus in this paragraph (b)
include any supplements thereto at the date such opinion is rendered.
(c) The Company shall have furnished to each Agent the opinion of
McNair & Sanford, P.A., counsel for the Company, dated the Execution Time,
to the effect that:
(i) each of the Company and its Subsidiaries has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is chartered
or organized, with full corporate power and authority to own its
properties and conduct its business as described in the Prospectus;
(ii) the Company's authorized equity capitalization is as
set forth in the Registration Statement; and the Notes conform to the
description thereof contained in the Prospectus (subject to the
insertion in the Notes of the maturity dates, the interest rates and
other similar terms thereof which will be described in supplements to
the Prospectus as contemplated by the fourth sentence of Section 1(a)
of this Agreement);
(iii) the Indenture has been duly authorized, executed and
delivered, has been duly qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding instrument enforceable against
the Company in accordance with its terms (subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws effecting creditors' rights generally from
time to time in effect); and the Notes have been duly authorized and,
when executed and authenticated in accordance with the provisions of
the Indenture and the Procedures and delivered by the Trustee and
paid for by the purchasers thereof, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the
Indenture;
(iv) the Registration Statement has become effective under
the Act; any required filing of the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the best knowledge
of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement and the Prospectus (except that no opinion need be expressed
as to the financial statements and other financial and statistical
information contained therein or the Trustee's Statement of
Eligibility on Form T-1) comply as to form in all material respects
with the applicable requirements of the Act and the Exchange Act and
the respective rules thereunder; and such counsel has no reason to
believe that the Registration Statement at the Execution Time
contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus
includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading
(except that no opinion need be expressed as to the financial
statements and other financial and statistical information contained
or incorporated by reference therein or to any information relating to
the book-entry system of payments and transfers of the Notes or the
depository therefor set forth under the captions "Description of
Medium-Term Notes, Series B - Book Entry System" in the Prospectus
Supplement or "Description of the Debt Securities - Global Securities"
in the Prospectus or as to the Trustee's Statement of Eligibility on
Form T-1);
(v) the Company is a public utility holding company
within the meaning of the Public Utility Holding Company Act of 1935,
as amended, but is exempt from registration as such under such Act;
and the Company is not subject to registration under the Investment
Company Act of 1940, as amended;
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(vi) this Agreement has been duly authorized, executed and
delivered by the Company; and
(vii) neither the execution and delivery of the Indenture,
the issue and sale of the Notes, nor the consummation of any other of
the transactions herein contemplated nor the fulfillment of the terms
hereof will conflict with, result in a breach or violation of, or
constitute a default under, any law or the charter or bylaws of the
Company or the terms of any indenture or other agreement or instrument
known to such counsel and to which the Company or any of its
subsidiaries is a party or bound, or any judgment, order, decree or
regulation known to such counsel to be applicable to the Company or
any of its subsidiaries of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction over the
Company or any of its subsidiaries.
In rendering such opinion, such counsel may rely as to matters of fact, to the
extent deemed proper, on certificates of responsible officers of the Company
and public officials. References to the Prospectus in this paragraph (c)
include any supplements thereto at the date such opinion is rendered.
(d) Each Agent shall have received from Reid & Priest, New York, New
York, counsel for the Agents, such opinion or opinions, dated the Execution
Time, with respect to the issuance and sale of the Notes, the Indenture, the
Registration Statement, the Prospectus (together with any supplement thereto)
and other related matters as the Agents may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(e) The Company shall have furnished to each Agent a certificate of
the Company, signed by the Chairman of the Board or the President and the
principal financial or accounting officer of the Company, dated the Execution
Time, to the effect that the signers of such certificate have carefully
examined the Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects upon and
as of the date hereof with the same effect as if made on the date
hereof and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
as a condition to the obligation of the Agents to solicit offers to
purchase the Notes;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectus (exclusive of any supplement
thereto dated after the Execution Time), there has been no material
adverse change in the condition (financial or other), earnings,
business or properties of the Company and its subsidiaries, whether or
not arising from transactions in the ordinary course of business,
except as set forth in or contemplated in the Prospectus (exclusive of
any supplement thereto dated after the Execution Time).
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(f) At the Execution Time, Deloitte & Touche LLP shall have
furnished to each Agent a letter or letters (which may refer to letters
previously delivered to the Agents), dated as of the Execution Time, in
form and substance satisfactory to the Agents, confirming that they are
independent accountants within the meaning of the Act and the Exchange Act
and the respective applicable published rules and regulations thereunder
and stating in effect that:
(i) in their opinion the audited financial statements,
financial statement schedules and pro forma financial statements, if
any, included or incorporated in the Registration Statement and the
Prospectus and reported on by them comply in form in all material
respects with the applicable accounting requirements of the Act and
the Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited
consolidated financial statements made available by the Company;
carrying out certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the
meetings of the stockholders, directors and executive committee of the
Company and the Subsidiaries; and inquiries of certain officials of
the Company who have responsibility for financial and accounting
matters of the Company and its subsidiaries as to transactions and
events subsequent to the date of the most recent audited financial
statements included or incorporated in the Prospectus, nothing came to
their attention which caused them to believe that:
(1) any unaudited consolidated financial statements
included or incorporated in the Registration Statement and the
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules
and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form
10-Q under the Exchange Act; and said unaudited financial
statements are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited financial statements included or
incorporated in the Registration Statement and the Prospectus;
(2) with respect to the period subsequent to the date
of the most recent consolidated financial statements (other than
any capsule information), audited or unaudited, in or
incorporated in the Registration Statement and the Prospectus,
there were any changes, at a specified date not more than five
business days prior to the date of the letter, in the long-term
debt, common equity or preferred stock (not subject to purchase
or sinking funds) of the Company and its subsidiaries, or
decreases in the stockholders' investment of the Company and its
subsidiaries, as compared with the amounts shown on the most
recent consolidated balance sheet included or incorporated in the
Registration Statement and the Prospectus, or for the period from
the date of the most recent financial statements included or
incorporated in the Registration Statement and the Prospectus to
such specified date there were any decreases, as compared with
the corresponding period in the preceding year in operating
revenues or operating income or income before interest charges or
in total or per share amounts of net income of the Company and
its subsidiaries, except in all instances for changes or
decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by the Agents; or
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(3) the amounts included under the caption "Summary
Financial and Operating Information" in the Prospectus were not
determined on a basis substantially consistent with that of the
corresponding amounts in the audited financial statements
included or incorporated in the Registration Statement and the
Prospectus;
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived
from the general accounting records of the Company and its
subsidiaries) set forth in the Registration Statement and the
Prospectus, including certain of the information included or
incorporated in Items 1, 6, 7, 10 and 11 of the Company's Annual Report
on Form 10-K, incorporated in the Registration Statement and the
Prospectus, certain of the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated in the Company's Quarterly Reports
on Form 10-Q, incorporated in the Registration Statement and the
Prospectus, and the information included in the Prospectus under the
captions "Ratio of Earnings to Fixed Charges" and "Summary Financial
and Operating Information," agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of legal
interpretation; and
(iv) if unaudited pro forma financial statements are
included or incorporated in the Registration Statement and the
Prospectus, on the basis of a reading of the unaudited pro forma
financial statements, carrying out certain specified procedures,
inquiries of certain officials of the Company and its subsidiaries
(including any entity which is acquired, by merger or otherwise, after
the Execution Time, and including any entity which is the subject of
any contract to acquire, by merger or otherwise, on the date of such
financial statements) who have responsibility for financial and
accounting matters, and proving the arithmetic accuracy of the
application of the pro forma adjustments to the historical amounts in
the pro forma financial statements, nothing came to their attention
which caused them to believe that the pro forma financial statements do
not comply in form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regulation S-X or that the pro
forma adjustments have not been properly applied to the historical
amounts in the compilation of such statements.
References to the Prospectus in this paragraph (f) include any
supplement thereto at the date of the letter.
(g) Prior to the Execution Time, the Company shall have furnished to
each Agent such further information, documents, certificates, letters from
accountants and opinions of counsel as the Agents may reasonably request.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to such Agents and its counsel, this Agreement and all
obligations of any Agent hereunder may be canceled at any time by the Agents.
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Reid & Priest, counsel for the Agents, at 40 West
57th Street, New York, New York, at the Execution Time.
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6. Conditions to the Obligations of the Purchaser.
The obligations of the Purchaser to purchase any Notes will be subject to
the accuracy of the representations and warranties on the part of the Company
herein as of the date of any related Terms Agreement and as of the Closing Date
for such Notes, to the performance and observance by the Company of all
covenants and agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceedings for
that purpose shall have been instituted or threatened, or, to the knowledge
of the Company or any Agent, be contemplated by the Commission.
(b) If specified by any related Terms Agreement and except to the
extent modified by such Terms Agreement, the Purchaser shall have received,
appropriately updated, (i) a certificate of the Company, dated as of the
Closing Date, to the effect set forth in Section 5(e) (except that references
to the Prospectus shall be to the Prospectus as supplemented at the time of
execution of the Terms Agreement), (ii) the opinion of McNair & Sanford,
P.A., counsel for the Company, dated as of the Closing Date, to the effect set
forth in Section 5(c), (iii) the opinion of Asbury H. Gibbes, Esq., General
Counsel for the Company, dated as of the Closing Date, to the effect set forth
in Section 5(b), (iv) the opinion of Reid & Priest, counsel for the Purchaser,
dated as of the Closing Date, to the effect set forth in Section 5(d), and (v)
a letter of Deloitte & Touche, independent accountants for the Company,
dated as of the Closing Date, to the effect set forth in Section 5(f).
(c) Prior to the Closing Date, the Company shall have furnished to the
Purchaser such further information, certificates and documents as the Purchaser
may reasonably request.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement and
any Terms Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement or such Terms Agreement shall not be in
all material respects reasonably satisfactory in form and substance to the
Purchaser and its counsel, such Terms Agreement and all obligations of the
Purchaser thereunder and with respect to the Notes subject thereto may be
canceled at, or at any time prior to, the respective Closing Date by the
Purchaser. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase.
(a) The Company agrees that any person who has agreed to purchase and
pay for any Note, including a Purchaser and any person who purchases pursuant to
a solicitation by any of the Agents, shall have the right to refuse to purchase
such Note if, at the Closing Date therefor, any condition set forth in Section 5
or 6, as applicable, shall not be satisfied.
(b) The Company agrees that any person who has agreed to purchase and
pay for any Note pursuant to a solicitation by either of the Agents shall have
the right to refuse to purchase such Note if, subsequent to the agreement to
purchase such Note, any change, condition or development specified in any of the
Sections 9 (b) (i) through (v) shall have occurred (without regard to any
judgment of a Purchaser required therein) the effect of which is, in the
judgment of the Agent which presented the offer to purchase such Note, so
material and adverse as to make it impractical or inadvisable to proceed with
the delivery of such Note (it being understood that under no circumstance shall
any such Agent have any duty or obligation to exercise the judgment permitted to
be exercised under this Section 7(b) and Section 9(b)).
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8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each of you, the
directors, officers, employees and agents of each of you and each person who
controls each of you within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to
which you, they or any of you or them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement for the registration of the Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (i) the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by either of you specifically for use in connection
with the preparation thereof, and (ii) such indemnity with respect to the
Prospectus or any preliminary Prospectus shall not inure to the benefit of
either of you (or any person controlling either of you) from whom the person
asserting any such loss, claim, damage or liability purchased the Notes which
are the subject thereof if such person did not receive a copy of the Prospectus
(or the Prospectus as supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such Notes to such
person in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Prospectus or any
preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the Company, each
of its directors, each of its officers who signs the Registration Statement and
each person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
you, but only with reference to written information relating to such of you
furnished to the Company by such of you specifically for use in the preparation
of the documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which you may otherwise have.
The Company acknowledges that the statements set forth in the last paragraph of
the cover page of the Prospectus Supplement and under the heading "Plan of
Distribution" in each of the Basic Prospectus and the Prospectus Supplement,
constitute the only information furnished in writing by either of you for
inclusion in the documents referred to in the foregoing indemnity, and you
confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
33
<PAGE>
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by you in the case of paragraph (a) of this Section
8, representing the indemnified parties under such paragraph (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy or otherwise, the
Company and each of you shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which the Company and
either of you may be subject in such proportion so that each of you is
responsible for that portion represented by the percentage that the aggregate
commissions received by such of you pursuant to Section 2 in connection with the
Notes from which such losses, claims, damages and liabilities arise (or, in the
case of Notes sold pursuant to a Terms Agreement, the aggregate commissions that
would have been received by such of you if such commissions had been payable),
bears to the aggregate principal amount of such Notes sold and the Company is
responsible for the balance; provided, however, that (y) in no case shall
either of you be responsible for any amount in excess of the commissions
received by such of you in connection with the Notes from which such losses,
claims, damages and liabilities arise (or, in the case of Notes sold pursuant to
a Terms Agreement, the aggregate commissions that would have been received by
such of you if such commissions had been payable) and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls either of you within the meaning of the Act shall have the same rights
to contribution as you and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to clause (z) of this paragraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
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<PAGE>
9. Termination.
This Agreement will continue in effect until terminated as provided in this
Section 9. In the event of such termination, no party shall have any liability
to the other party hereto, except as provided in the fourth paragraph of
Section 2(a), Section 4(h), Section 8 and Section 10.
(a) This Agreement may be terminated by either the Company as to either
of you or by either of you insofar as this Agreement relates to such of you,
by giving written notice of such termination to such of you or the Company, as
the case may be. This Agreement shall so terminate at the close of business on
the first business day following the receipt of such notice by the party to whom
such notice is given.
(b) Each Terms Agreement (whether oral or written) shall be subject to
termination in the absolute discretion of the Purchaser, by notice given to the
Company prior to delivery of any payment for any Note to be purchased
thereunder, if prior to such time (i) there shall have occurred, subsequent to
the agreement to purchase such Note, any change, or any development involving a
prospective change, in or affecting the business or properties of the Company
and its subsidiaries the effect of which is, in the judgment of the Purchaser,
so material and adverse as to make it impractical or inadvisable to proceed with
the delivery of such Note, (ii) there shall have been, subsequent to the
agreement to purchase such Note, any decrease in the rating of any of the
Company's debt securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act) or any
notice given of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction of the
possible change, (iii) trading in the Company's Common Stock shall have been
suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established
on such Exchange, (iv) a banking moratorium shall have been declared
either by Federal or New York State authorities, or (v) there shall have
occurred any outbreak or escalation or hostilities, declaration by
the United States of a national emergency or war or other
calamity or crisis the effect of which on financial
markets is such as to make it, in the judgment of the Purchaser,
impracticable or inadvisable to proceed with the offering or delivery of
such Notes as contemplated by the Prospectus (exclusive of any
supplement thereto.)
10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers and of you set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of you or the Company or any of the
officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The provisions of
Sections 4(h) and 8 hereof shall survive the termination or cancellation of
this Agreement. The provisions of this Agreement (including without
limitation Section 7 hereof) applicable to any purchase of a Note
for which an agreement to purchase exists prior to the termination hereof shall
survive any termination of this Agreement.
11. Notices.
All communications hereunder will be in writing and effective only on
receipt, and, if sent to either of you, will be mailed, delivered or
telegraphed and confirmed to such of you, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at Columbia, South Carolina 29218, attention
of the General Counsel.
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<PAGE>
12. Successors.
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors, directors, officers, employees, agents
and controlling persons and controlling persons referred to in Section
8 hereof, and, to the extent provided in Section 7, any person who has agreed
to purchase Notes, and no other person will have any right or obligation
hereunder.
13. Applicable Law.
This Agreement will be governed by and construed in accordance with the
laws of the State of New York.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and you.
Very truly yours,
SCANA Corporation
By:
Its:
The foregoing Agreement is
hereby confirmed and accepted as of the date hereof.
By: Its:
By: Its:
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<PAGE>
SCHEDULE I
The Company agrees to pay each Agent a commission equal to the following
percentage of the principal amount of each Note sold by such Agent:
Maturity Range of Notes amount Percentage of
Principal
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years up to and including 30 years .750%
The fee for maturities other than those specified above shall be
determined by interpolation between such specified maturities on a pro rata
monthly basis.
Address for Notice to you:
Notices to shall be directed to it at
.
Notices to shall be directed to it at
.
37
<PAGE>
<TABLE> EXHIBIT 12
<S> <C> <S> <C> <C> <C> <C> <C> <C> <C>
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
YEARS ENDED DECEMBER 31, 1989, 1990, 1991, 1992 AND 1993
SIX MONTHS ENDED JUNE 30, 1994
Six Months Ended
June 30, Years Ended December 31,
1994 1993 1992 1991 1990 1989
Earnings:
Net Income (before Pref. Dividends) $ 82,292 $174,198 $124,063 $142,557 $188,514 $129,888
Add: Provisions for Income Taxes 42,283 91,562 60,252 75,325 108,202 54,322
Fixed Charges (per below) 57,245 110,220 102,800 97,235 96,747 95,405
Total Earnings (as defined by Reg. S-K) $181,820 $375,980 $287,115 $315,117 $393,463 $279,615
Fixed Charges:
Interest on Long-Term Debt $ 51,332 $ 96,916 $ 92,178 $ 87,855 $ 84,563 $ 86,178
Other Interest Expense 3,364 8,672 8,819 7,648 10,552 7,533
Amort. of Debt Disc. & Exp., Net 1,114 1,779 874 835 681 711
Rentals Interest Portion 1,435 2,853 929 897 951 983
Total Fixed Charges (as defined by Reg. S-K) $ 57,245 $110,220 $102,800 $ 97,235 $ 96,747 $ 95,405
Coverage Ratio (Earnings/Fixed Charges) 3.18 3.41 2.79 3.24 4.07 2.93
</TABLE>
38<PAGE>
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned directors of SCANA Corporation (the "Company")
hereby appoint L. M. Gressette, Jr., W. B. Timmerman, and Kevin B.
Marsh, and each of them severally, as the attorney-in-fact of the
undersigned, to sign in the name(s) and behalf of the undersigned,
in any and all capacities stated therein, and to file with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, a Registration Statement on Form S-3, and any and
all amendments thereto, with respect to the issuance and sale of up
to $250,000,000 of such Company's Medium-Term Notes.
Dated August 24, 1994
Columbia, South Carolina
s/B. L. Amick s/W. H. Hipp
B. L. Amick W. H. Hipp
Director Director
s/W. B. Bookhart, Jr. s/B. D. Kenyon
W. B. Bookhart, Jr. B. D. Kenyon
Director Director
s/W. T. Cassels, Jr. s/F. C. McMaster
W. T. Cassels, Jr. F. C. McMaster
Director Director
s/H. M. Chapman s/Henry Ponder
H. M. Chapman Henry Ponder
Director Director
s/J. B. Edwards s/J. B. Rhodes
J. B. Edwards J. B. Rhodes
Director Director
s/E. T. Freeman s/E. C. Wall, Jr.
E. T. Freeman E. C. Wall, Jr.
Director Director
s/B. A. Hagood
B. A. Hagood
Director
39
