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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8809
SCANA Corporation
(Exact name of registrant as specified in its charter)
South Carolina 57-0784499
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1426 Main Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(803) 748-3000
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X . No .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes . No .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
47,888,884 Common Shares, without par value, as of October 31, 1994
1
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SCANA CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets as of
September 30, 1994 and December 31, 1993.......... 3
Consolidated Statements of Income and Retained
Earnings for the Periods Ended September 30,
1994 and 1993..................................... 5
Consolidated Statements of Cash Flows for the
Periods Ended September 30, 1994 and 1993......... 6
Notes to Consolidated Financial Statements........ 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................. 14
Item 6. Exhibits and Reports on Form 8-K.............. 14
Signatures............................................. 15
Exhibit Index.......................................... 16
2
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<TABLE>
PART I
FINANCIAL INFORMATION
SCANA CORPORATION
CONSOLIDATED BALANCE SHEETS
As of September 30, 1994 and December 31, 1993
(Unaudited)
<S> <C> <C> <C>
September 30, December 31,
1994 1993
ASSETS (Thousands of Dollars)
Utility Plant:
Electric................................................... $3,351,425 $3,328,915
Gas........................................................ 455,503 451,493
Transit.................................................... 3,573 3,769
Common..................................................... 76,340 72,804
Total.................................................... 3,886,841 3,856,981
Less accumulated depreciation and amortization............. 1,325,898 1,259,689
Total.................................................... 2,560,943 2,597,292
Construction work in progress.............................. 593,286 349,530
Nuclear fuel, net of accumulated amortization.............. 40,356 29,087
Acquisition adjustment-gas, net of accumulated
amortization............................................. 27,419 28,166
Utility Plant, Net.................................... 3,222,004 3,004,075
Nonutility Property and Investments (net of accumulated
depreciation and depletion)................................ 398,980 393,728
Current Assets:
Cash and temporary cash investments........................ 8,038 20,766
Receivables................................................ 182,528 174,121
Inventories (at average cost):
Fuel..................................................... 54,525 62,977
Materials and supplies................................... 47,297 46,890
Prepayments................................................ 14,474 21,826
Accumulated deferred income taxes.......................... 7,403 8,607
Total Current Assets.................................. 314,265 335,187
Deferred Debits:
Unamortized debt expense................................... 13,046 13,076
Unamortized deferred return on plant investment............ 11,676 14,860
Nuclear plant decommissioning fund......................... 29,063 25,103
Other...................................................... 285,426 254,497
Total Deferred Debits................................. 339,211 307,536
Total....................................... $4,274,460 $4,040,526
See notes to consolidated financial statements.
3
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SCANA CORPORATION
CONSOLIDATED BALANCE SHEETS
As of September 30, 1994 and December 31, 1993
(Unaudited)
<S> <C> <S> <C> <C> <C>
September 30, December 31,
1994 1993
(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
Stockholders' Investment:
Common Equity:
Common stock (Without par value)......................... $ 872,652 $ 826,665
Retained earnings........................................ 535,332 506,380
Total Common Equity..................................... 1,407,984 1,333,045
Preferred stock (Not subject to purchase or sinking funds). 26,027 26,027
Total Stockholders' Investment.......................... 1,434,011 1,359,072
Preferred stock, net (Subject to purchase or sinking funds).. 49,894 52,840
Long-term debt, net.......................................... 1,465,711 1,424,399
Total Capitalization.................................. 2,949,616 2,836,311
Current Liabilities:
Short-term borrowings...................................... 103,359 43,019
Current portion of long-term debt.......................... 83,659 34,322
Current portion of preferred stock......................... 2,486 2,504
Accounts payable........................................... 97,911 129,495
Estimated rate refunds and related interest................ - 2,509
Customer deposits.......................................... 13,471 13,498
Taxes accrued.............................................. 56,223 50,063
Interest accrued........................................... 27,606 21,784
Dividends declared......................................... 35,264 33,637
Other...................................................... 18,087 12,649
Total Current Liabilities............................. 438,066 343,480
Deferred Credits:
Accumulated deferred income taxes.......................... 576,160 568,172
Accumulated deferred investment tax credits................ 92,252 94,981
Accumulated reserve for nuclear plant decommissioning...... 29,063 25,103
Other...................................................... 189,303 172,479
Total Deferred Credits................................ 886,778 860,735
Total....................................... $4,274,460 $4,040,526
See notes to consolidated financial statements.
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SCANA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Periods Ended September 30, 1994 and 1993
(Unaudited)
<S> <C> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
(Thousands of Dollars, Except Per Share Amounts)
OPERATING REVENUES:
Electric........................... $294,361 $304,029 $ 754,407 $725,463
Gas................................ 65,956 54,408 247,295 233,379
Transit............................ 1,012 1,016 2,981 2,832
Total Operating Revenues....... 361,329 359,453 1,004,683 961,674
OPERATING EXPENSES:
Fuel used in electric generation... 66,407 68,230 177,703 176,902
Purchased power.................... 6,232 6,569 16,030 11,997
Gas purchased for resale........... 45,022 37,286 159,930 149,824
Other operation.................... 56,041 58,102 168,754 162,788
Maintenance........................ 16,853 16,932 50,074 50,215
Depreciation and amortization...... 29,762 29,218 89,306 85,592
Income taxes....................... 33,767 38,882 77,819 72,441
Other taxes........................ 20,537 19,596 58,913 58,193
Total Operating Expenses....... 274,621 274,815 798,529 767,952
OPERATING INCOME..................... 86,708 84,638 206,154 193,722
OTHER INCOME:
Allowance for equity funds used
during construction.............. 1,495 1,810 5,564 7,255
Other income, net of income taxes.. (8,817) 5,423 2,341 16,169
Total Other Income............. (7,322) 7,233 7,905 23,424
INCOME BEFORE INTEREST CHARGES AND
PREFERRED STOCK DIVIDENDS.......... 79,386 91,871 214,059 217,146
INTEREST CHARGES (CREDITS):
Interest expense................... 29,711 27,219 85,521 81,052
Allowance for borrowed funds used
during construction.............. (1,497) (1,323) (4,925) (5,030)
Total Interest Charges, Net.... 28,214 25,896 80,596 76,022
INCOME BEFORE PREFERRED STOCK CASH
DIVIDENDS OF SUBSIDIARY............ 51,172 65,975 133,463 141,124
PREFERRED STOCK CASH DIVIDENDS OF
SUBSIDIARY (At stated rates)....... (1,482) (1,548) (4,483) (4,678)
NET INCOME........................... 49,690 64,427 128,980 136,446
RETAINED EARNINGS AT BEGINNING
OF PERIOD.......................... 519,233 474,087 506,380 462,893
COMMON STOCK CASH DIVIDENDS DECLARED. (33,591) (31,735) (100,028) (92,560)
RETAINED EARNINGS AT END OF PERIOD... $535,332 $506,779 $ 535,332 $506,779
NET INCOME........................... $ 49,690 $ 64,427 $ 128,980 $136,446
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (THOUSANDS).... 47,561 45,711 47,199 44,757
EARNINGS PER WEIGHTED AVERAGE SHARE
OF COMMON STOCK................... $ 1.04 $ 1.41 $ 2.73 $ 3.05
CASH DIVIDENDS DECLARED PER SHARE OF
COMMON STOCK...................... $ 0.705 $ 0.685 $ 2.115 $ 2.06
See notes to consolidated financial statements.
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SCANA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Periods Ended September 30, 1994 and 1993
(Unaudited)
<S> <C> <C> <C>
Nine Months Ended
September 30,
1994 1993
(Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 128,980 $ 136,446
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation, depletion and amortization............ 159,014 117,412
Amortization of nuclear fuel........................ 12,863 12,689
Deferred income taxes, net.......................... 8,523 51,618
Deferred investment tax credits, net................ (2,729) (2,744)
Net regulatory asset-adoption of SFAS No. 109....... (975) (32,196)
Dividends declared on preferred stock of subsidiary. 4,483 4,678
Equity (earnings) losses of investees............... (274) (220)
Nuclear refueling accrual........................... 3,148 (7,537)
Allowance for funds used during construction........ (10,489) (12,285)
Over (under) collections, fuel adjustment clause.... (6,806) (11,351)
Changes in certain current assets and liabilities:
(Increase) decrease in receivables................. (8,407) (45,102)
(Increase) decrease in inventories................. 8,045 14,182
Increase (decrease) in accounts payable............ (31,584) (20,369)
Increase (decrease) in estimated rate refunds
and related interest............................. (2,509) (14,928)
Increase (decrease) in taxes accrued............... 6,160 18,335
Increase (decrease) in interest accrued ........... 5,822 (7,344)
Other, net.......................................... 11,420 (12,873)
Net Cash Provided From Operating Activities............. 284,685 188,411
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility property additions and construction
expenditures........................................ (315,061) (207,532)
Acquisition of oil and gas producing properties....... (47,189) (122,621)
Increase in other property and investments............ (88,506) (62,816)
Sale of assets of subsidiary.......................... 48,678 -
Principal noncash item:
Allowance for funds used during construction........ 10,489 12,285
Net Cash Used For Investing Activities.................. (391,589) (380,684)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds:
Issuance of First Mortgage Bonds.................... 100,000 500,000
Issuance of notes and loans......................... 60,000 148,072
Issuance of common stock............................ 48,925 114,375
Repayments:
First and Refunding Mortgage Bonds.................. - (430,000)
Pollution Control Bonds............................. (100) -
Redemption of notes................................. (67,250) (66,000)
Other long-term debt................................ (13,346) (1,183)
Preferred stock..................................... (2,964) (2,905)
Dividend payments:
Common stock........................................ (98,371) (90,245)
Preferred stock of subsidiary....................... (4,568) (4,727)
Short-term borrowings, net............................ 60,340 31,672
Fuel financings, net.................................. 11,510 (17,214)
Net Cash Provided From Financing Activities............. 94,176 181,845
NET INCREASE (DECREASE) IN CASH AND
TEMPORARY CASH INVESTMENTS............................ (12,728) (10,428)
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1........ 20,766 32,050
CASH AND TEMPORARY CASH INVESTMENTS AT SEPTEMBER 30..... $ 8,038 $ 21,622
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for - Interest (includes capitalized
interest of $4,925 and $5,030)....... $ 78,260 $ 87,295
- Income taxes.......................... 52,038 44,371
See notes to consolidated financial statements.
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SCANA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1994
(Unaudited)
The following notes should be read in conjunction with the
Notes to Consolidated Financial Statements appearing in the
Company's Annual Report on Form 10-K for the year ended December
31, 1993. These are interim financial statements and, because of
temperature variations between seasons of the year, the amounts
reported in the Consolidated Statements of Income are not
necessarily indicative of amounts expected for the year. In the
opinion of management, the information furnished herein reflects
all adjustments, all of a normal recurring nature, which are
necessary for a fair statement of the results for the interim
periods reported.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A. Principles of Consolidation:
The accounts of the Company and its wholly owned subsidiaries
are consolidated in the accompanying Consolidated Financial
Statements. Certain investments are reported using the equity
method of accounting. Significant intercompany balances and
transactions have been eliminated in consolidation.
B. Sale of Assets:
In January 1994 the Company signed an agreement to sell in 1994
substantially all of the real estate assets of SCANA
Development Corporation (SDC) to Liberty Properties Group,
Inc. of Greenville, South Carolina for $91.5 million. On
March 4, 1994 the Company and Liberty amended the agreement
regarding the sale. Under the terms of the amended agreement
certain projects currently under construction were excluded
from the transaction and the sales price was reduced to $49.6
million. The primary components of the transaction were
closed on May 27, 1994. Certain other assets of SDC are being
sold to other parties.
C. Writedown of Assets:
In September 1994, SCANA Petroleum Resources, Inc., recorded
an after-tax charge of $12.4 million to reflect writedowns of
the carrying value of certain properties and revised estimates
of future production of several old fields. A reserve study
recently completed by an independent petroleum engineering firm
indicated a diminished value of these fields based on declining
production rates and lower reserve levels than previously
estimated.
D. Reclassifications:
Certain amounts from prior periods have been reclassified to
conform with the 1994 presentation.
2. RATE MATTERS:
With respect to rate matters at September 30, 1994, reference
is made to Note 2 of Notes to Consolidated Financial Statements
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993. No changes have occurred with respect to
those matters as reported therein except as shown below.
On May 18, 1994 the Federal Energy Regulatory Commission (FERC)
ordered SCE&G to refund certain amounts to its wholesale
customers. The refund was ordered because the retail rate on
which wholesale rates were based had been reduced and refunds
had been made to retail customers in response to an order of
the South Carolina Public Service Commission (PSC) issued
on January 19, 1993. SCE&G refunded $1.1 million, including
interest, to its wholesale customers on July 28, 1994.
7
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In June 1994 SCE&G placed into effect the second phase of the
retail electric rate increase approved by the PSC on June 7,
1993. The new rates will produce an increase in electric
operating revenue of $18.5 million annually, based on a test
year.
On June 6, 1994 the PSC issued an order denying SCE&G's request
that the $.40 fare for low income riders of SCE&G's transit
system be eliminated. SCE&G has appealed the PSC's order to
the South Carolina Circuit Court.
On October 27, 1994 the PSC issued an order approving SCE&G's
request to recover through a billing surcharge to its gas
customers the costs of environmental cleanup at the sites of
former manufactured gas plants. The billing surcharge, which
goes into effect with the first billing cycle in November 1994,
provides for the recovery of approximately $16.2 million
representing substantially all site assessment and cleanup
costs for SCE&G's gas operations that had previously been
deferred (see Note 4B).
3. RETAINED EARNINGS:
The Restated Articles of Incorporation of the Company do not
limit the dividends that may be payable on its common stock.
However, the Restated Articles of Incorporation of SCE&G and
the Indenture underlying certain of its bond issues contain
provisions that may limit the payment of cash dividends on
common stock. In addition, with respect to hydroelectric
projects, the Federal Power Act may require the appropriation
of a portion of the earnings therefrom. At June 30, 1994
approximately $12.5 million of retained earnings were
restricted as to payment of cash dividends on common stock.
4. COMMITMENTS AND CONTINGENCIES:
With respect to commitments at September 30, 1994, reference
is made to Note 10 of Notes to Consolidated Financial
Statements appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1993. No significant
changes have occurred with respect to those matters as reported
therein.
A. Nuclear Insurance
The Price-Anderson Indemnification Act, which deals with public
liability for a nuclear incident, currently establishes the
liability limit for third-party claims associated with any
nuclear incident at $9.4 billion. Each reactor licensee is
currently liable for up to $79.3 million per reactor owned for
each nuclear incident occurring at any reactor in the United
States, provided that not more than $10 million of the
liability per reactor would be assessed per year. SCE&G's
maximum assessment, based on its two-thirds ownership of
Summer Station, would be approximately $52.9 million per
incident but not more than $6.7 million per year. SCE&G
currently maintains policies (for itself and on behalf of the
PSA) with Nuclear Electric Insurance Limited (NEIL) and
American Nuclear Insurers (ANI) providing combined property and
decontamination insurance coverage of $1.4 billion for any
losses in excess of $500 million pursuant to existing primary
coverages (with ANI) on Summer Station. SCE&G pays annual
premiums and, in addition, could be assessed a retroactive
premium not to exceed 7 1/2 times its annual premium in the
event of property damage loss to any nuclear generating
facilities covered by NEIL. Based on the current annual
premium, this retroactive premium would not exceed
approximately $8.1 million.
To the extent that insurable claims for property damage,
decontamination, repair and replacement and other costs and
expenses arising from a nuclear incident at Summer Station
exceed the policy limits of insurance, or to the extent such
insurance becomes unavailable in the future, and to the extent
that SCE&G's rates would not recover the cost of any purchased
replacement power, SCE&G will retain the risk of loss as a
self-insurer. SCE&G has no reason to anticipate a serious
nuclear incident at Summer Station. If such an incident were
to occur, it could have a materially adverse impact on the
Company's financial position.
8
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B. Environmental
The Company has an environmental assessment program to identify
and assess current and former operations sites that could
require environmental cleanup. As site assessments are
initiated, an estimate is made of the amount of expenditures,
if any, necessary to investigate and clean up each site. These
estimates are refined as additional information becomes
available; therefore actual expenditures could significantly
differ from the original estimates. Amounts estimated and
accrued to date for site assessment and cleanup relate
primarily to regulated operations; such amounts have been
deferred (approximately $20.8 million) and are being amortized
and recovered through rates over a ten-year period (see Note
2).
9
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SCANA CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Material Changes in Capital Resources and Liquidity
From December 31, 1993 to September 30, 1994
Liquidity and Capital Resources
The cash requirements of the Company arise primarily from
SCE&G's operational needs, the Company's construction program and
the need to fund the activities or investments of the Company's
nonregulated subsidiaries. The ability of the Company's regulated
subsidiaries to replace existing plant investment, as well as to
expand to meet future demands for electricity and gas, will depend
upon their ability to attract the necessary financial capital on
reasonable terms. The Company's regulated subsidiaries recover the
costs of providing services through rates charged to customers.
Rates for regulated services are generally based on historical
costs. As customer growth and inflation occur and the regulated
subsidiaries expand their construction programs, it is necessary to
seek increases in rates. As a result, the Company's future
financial position and results of operations will be affected by
the regulated subsidiaries' ability to obtain adequate and timely
rate relief.
The following table summarizes how the Company generated funds for its
property acquisitions and utility property additions and construction
expenditures during the nine months ended September 30, 1994 and 1993:
Nine Months Ended
September 30,
1994 1993
(Thousands of Dollars)
Net cash provided from operating activities $284,685 $188,411
Net cash provided from financing activities 94,176 181,845
Cash and temporary cash investments available
at the beginning of the period 20,766 32,050
Net cash available for property acquisitions
and utility property additions and
construction expenditures $399,627 $402,306
Funds used for utility property additions
and construction expenditures, net of
noncash allowance for funds used during
construction $304,572 $195,247
Funds used for nonutility property
additions $ 67,523 $ 59,043
Funds used for oil and gas
property acquisitions $ 47,189 $122,621
On July 21, 1994 SCE&G issued $100 million of First Mortgage
Bonds, 7.70% series due July 15, 2004 to repay short-term
borrowings in a like amount.
On October 7, 1994 SCANA filed a shelf registration
statement for the sale of up to $250 million Medium-Term Notes.
The net proceeds from any such sale will be used to fund non-
regulated business ventures, reduce short-term debt or for
general corporate purposes.
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On November 3, 1994 SCE&G issued $30 million of Pollution
Control Facilities Revenue Bonds due November 1, 2024. The
proceeds from the sale of the bonds will be used to defray the
cost of constructing certain facilities for the disposal of solid
waste at SCE&G's Cope Generating Station under construction in
Orangeburg County, South Carolina.
MPX Systems, Inc., a wholly owned subsidiary of SCANA,
through a joint venture with ITC Transmission Systems, a Georgia-
based telecommunications holding company, will be constructing a
fiber optic network through Louisiana, Mississippi, Alabama and
Georgia. The network, which will consist of more than 900 miles
of fiber optic lines, is expected to be completed by June 1995 at
a cost of $58 million.
The Company anticipates that the remainder of its 1994 cash
requirements will be met through internally generated funds, the
sales of additional equity securities and medium-term notes and the
incurrence of additional short-term and long-term indebtedness.
The timing and amount of such financing will depend upon market
conditions and other factors.
The ratio of earnings to fixed charges for the twelve months
ended September 30, 1994 was 3.20.
The Company expects that it has or can obtain adequate
sources of financing to meet its cash requirements for the next
twelve months and for the foreseeable future.
11
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SCANA CORPORATION
Results of Operations
For the Three and Nine Months Ended September 30, 1994
As Compared to the Corresponding Period in 1993
Earnings and Dividends
Net income for the three and nine months ended September 30,
1994 decreased approximately $14.7 million and $7.5 million,
respectively, when compared to the corresponding periods in 1993
primarily due to operations at SCANA Petroleum Resources, Inc.
(SPR), the Company's natural gas exploration and production
subsidiary. SPR recorded an after tax charge of $12.4 million
during the third quarter to reflect writedowns of the carrying
value of certain properties and revised estimates of the future
production of several old fields.
Allowance for funds used during construction (AFC) is a
utility accounting practice whereby a portion of the cost of both
equity and borrowed funds used to finance construction (which is
shown on the balance sheet as construction work in progress) is
capitalized. Both the equity and the debt portions of AFC are
noncash items of nonoperating income which have the effect of
increasing reported net income. AFC represented approximately
4% and 3% of income before income taxes for the three months
ended September 30, 1994 and 1993, respectively, and
approximately 5% and 6% for the nine months ended September 30,
1994 and 1993, respectively.
On August 24, 1994 the Company's Board of Directors
declared a quarterly dividend on common stock of 70 1/2 cents per
share for the quarter ending September 30, 1994. The dividend
was paid on October 1, 1994 to common stockholders of record on
September 9, 1994.
Sales Margins
The changes in the electric sales margins for the three and
nine months ended September 30, 1994, when compared to the
corresponding periods in 1993, were as follows:
Three Months Nine Months
Change % Change Change % Change
(Millions) (Millions)
Electric operating revenues $(9.6) (3.2) $28.9 4.0
Less: Fuel used in electric
generation (1.8) (2.7) 0.8 0.5
Purchased power (0.3) (5.1) 4.0 33.6
Margin $(7.5) (3.3) $24.1 4.5
The electric sales margin decreased for the three months ended
September 30, 1994 compared to the corresponding period in 1993 as
a result of decreased residential and commercial kilowatt hour
sales due to milder weather in 1994. The electric sales margin
increased for the nine months' comparison primarily as a result of
increased retail electric rates, increased industrial sales and a
general improvement in the economy.
12
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The changes in the gas sales margins for the three and nine
months ended September 30, 1994, when compared to the corresponding
periods in 1993, were as follows:
Three Months Nine Months
Change % Change Change % Change
(Millions) (Millions)
Gas operating revenues $11.5 21.2 $13.9 6.0
Less: Gas purchased for resale 7.7 20.7 10.1 6.7
Margin $ 3.8 22.3 $ 3.8 4.6
The increases in the gas sales margins for the three and
nine months' comparisons reflect increases in the Company's
interruptible industrial sales due to a lower cost of gas related
to these sales, a shift of South Carolina Pipeline Corporation's
transportation customers to the industrial class and an improving
economy.
Other Operating Expenses
Increases (decreases) in other operating expenses,
including taxes, for the three and nine months ended September
30, 1994 compared to the corresponding periods in 1993 are
presented in the following table:
Three Months Nine Months
Change % Change Change % Change
(Millions) (Millions)
Other operation and maintenance $(2.1) (2.9) $ 5.8 2.7
Depreciation and amortization 0.5 1.9 3.7 4.3
Income taxes (5.1) (13.2) 5.4 7.4
Other taxes 0.9 4.8 0.7 1.2
Total $(5.8) (3.5) $15.6 3.6
Other operation and maintenance expenses for the three
months ended September 30, 1994 decreased primarily due to a
reduction in employee-related expenses. The increase for the
nine months ended September 30, 1994 is primarily due to
increases in employee-related expenses. The depreciation and
amortization increases for the three and nine months reflect
additions to plant in service. The decrease in income tax
expense for the three months' comparison corresponds to the
decrease in income for the third quarter. The increase for the
nine months' comparison reflects the increase in operating
income.
13
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SCANA CORPORATION
Part II
OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal proceedings see Note 2
"Rate Matters" and Note 4 "Commitments and Contingencies"
of Notes to Consolidated Financial Statements.
Items 2, 3, 4, and 5 are not applicable.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibits filed with this Quarterly Report on Form 10-Q 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.
B. Reports on Form 8-K
None
14
<PAGE>
SCANA CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SCANA CORPORATION
(Registrant)
November 11 , 1994 By: s/W. B. Timmerman
W. B. Timmerman, Executive Vice
President, Chief Financial
Officer and Controller
(Principal Financial Officer)
15
<PAGE>
SCANA CORPORATION
EXHIBIT INDEX Sequentially
Numbered
Pages
Number
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Plan of Exchange of South Carolina Electric &
Gas Company and SCANA Corporation (Exhibit
2 to Registration Statement No. 2-93812)................... #
3. Articles of Incorporation and By-Laws
A. Restated Articles of Incorporation of SCANA
Corporation as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement
No. 33-49145)........................................... #
B. Copy of By-Laws of SCANA Corporation as revised
and amended on December 15, 1993 (Filed herewith)....... 19
4. Instruments Defining the Rights of Security Holders,
Including Indentures
A. Articles of Exchange of South Carolina
Electric & Gas Company and SCANA Corporation
(Exhibit 4-A to Post-Effective Amendment No. 1
to Registration Statement No. 2-90438).................. #
B. Indenture dated as of November 1, 1989 to
The Bank of New York, Trustee (Exhibit 4-A
to Registration No. 33-32107)........................... #
C. Indenture dated as of January 1, 1945, from
the South Carolina Power Company (the "Power
Company") to Central Hanover Bank and Trust
Company, as Trustee, as supplemented by three
Supplemental Indentures dated respectively as
of May 1, 1946, May 1, 1947 and July 1, 1949
(Exhibit 2-B to Registration No. 2-26459)............... #
D. Fourth Supplemental Indenture dates as of
April 1, 1950, to Indenture referred to in
Exhibit 4C, pursuant to which the Company
assumed said Indenture (Exhibit 2-C to
Registration No. 2-26459)............................... #
E. Fifth through Fifty-second Supplemental
Indenture referred to in Exhibit 4C dated
as of the dates indicated below and filed
as exhibits to the Registration Statements
and 1934 Act reports whose file number are
set forth below......................................... #
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
# Incorporated herein by reference as indicated.
16
<PAGE>
SCANA CORPORATION
EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-Q to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 4-C to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 4-C to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-F to Form 10-Q for the quarter
ended June 30, 1993, File No. 1-3375
# Incorporated herein by reference as indicated.
17
<PAGE>
SCANA CORPORATION
EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
F. Indenture dated as of April 1, 1993 from
South Carolina Electric & Gas Company to
NationsBank of Georgia, National Association
(Filed as Exhibit 4-F to Registration Statement
No. 33-49421)........................................... #
G. First Supplemental Indenture to Indenture
referred to in Exhibit 4-G dated as of June 1, 1993
(Filed as Exhibit 4-G to Registration Statement
No. 33-49421)........................................... #
H. Second Supplemental Indenture to Indenture
referred to in Exhibit 4-G dated as of June 15, 1993
(Filed as Exhibit 4-G to Form 10-Q for the
quarter ended June 30, 1993, File No. 1-3375)........... #
10. Material Contracts
Not Applicable
11. Statement Re Computation of Per Share Earnings
Not Applicable
12. Statement Re Computation of Ratios (Filed herewith)........ 41
15. Letter Re Unaudited Interim Financial Information
Not Applicable
18. Letter Re Change in Accounting Principles
Not Applicable
19. Report Furnished to Security Holders
Not Applicable
22. Published Report Regarding Matters Submitted to
Vote of Security Holders
Not Applicable
23. Consents of Experts and Counsel
Not Applicable
24. Power of Attorney
Not Applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
Not Applicable
18
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1994 AND THE CONSOLIDATED
STATEMENTS OF INCOME AND RETAINED EARNINGS AND OF CASH FLOWS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> SEP-30-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,222,004
<OTHER-PROPERTY-AND-INVEST> 398,980
<TOTAL-CURRENT-ASSETS> 314,265
<TOTAL-DEFERRED-CHARGES> 339,211
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,274,460
<COMMON> 872,652
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 535,332
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,407,984
49,894
26,027
<LONG-TERM-DEBT-NET> 1,465,711
<SHORT-TERM-NOTES> 103,359
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 83,659
2,486
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,135,340
<TOT-CAPITALIZATION-AND-LIAB> 4,274,460
<GROSS-OPERATING-REVENUE> 1,004,683
<INCOME-TAX-EXPENSE> 77,819
<OTHER-OPERATING-EXPENSES> 720,710
<TOTAL-OPERATING-EXPENSES> 798,529
<OPERATING-INCOME-LOSS> 206,154
<OTHER-INCOME-NET> 7,905
<INCOME-BEFORE-INTEREST-EXPEN> 214,059
<TOTAL-INTEREST-EXPENSE> 80,596
<NET-INCOME> 133,463
4,483
<EARNINGS-AVAILABLE-FOR-COMM> 128,980
<COMMON-STOCK-DIVIDENDS> 100,028
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 284,685
<EPS-PRIMARY> $2.73
<EPS-DILUTED> 0
</TABLE>
<PAGE>
Exhibit 2B
BY-LAWS OF SCANA CORPORATION
As Revised and Amended December 15, 1993
19
<PAGE>
BY-LAWS
OF
SCANA CORPORATION
As Revised and Amended December 15, 1993
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation, which
shall also be designated as its registered office, shall be located
in the City of Columbia, County of Richland, State of South
Carolina.
Section 2. The Corporation may also have offices and
places of business at such other places, within or without the
State of South Carolina, as the Board of Directors may from time to
time determine or the business of the Corporation may require.
ARTICLE II
SEAL
Section 1. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "South Carolina". If authorized by the Board of Directors,
the corporate seal may be affixed to any certificates of stock,
bonds, debentures, notes or other engraved, lithographed or printed
instruments, by engraving, lithographing or printing thereon such
seal or a facsimile thereof, and such seal or facsimile thereof so
engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been
affixed thereto by indentation.
20
<PAGE>
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Written or printed notices for annual or
special meetings of stockholders shall state the place, day and
hour of such meetings and, in case of special meetings, the purpose
or purposes for which the meetings are called.
Section 2. Annual meetings of stockholders for the
election of Directors and for the transaction of any other business
permitted by law to be transacted at the annual meeting of
stockholders, and all special meetings of stockholders, for that or
for any other purpose, shall be held at such time and place as
shall be stated in a notice thereof. Annual meetings of
stockholders shall be held on the last Thursday in April of each
year, if not a legal holiday, and if a legal holiday, then on the
next business day following, when they shall elect members of the
Board of Directors in accordance with the provisions of the
Corporation's Articles of Incorporation and transact such other
business as may properly be brought before the meeting. Special
meetings shall be held on such day and hour as shall be stated in
the notice of each meeting, or in a duly executed waiver of notice
thereof. All meetings of stockholders shall be presided over by
the Chairman of the Board, the Vice Chairman of the Board, if any,
or, if there be none, or in his absence, by the President or a Vice
President.
Section 3. Except as otherwise provided by law, by the
Articles of Incorporation as the same may be amended from time to
time, or by these By-Laws as they may be amended from time to time,
the holders of a majority of the shares of stock of the Corporation
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any
meeting of the stockholders for the transaction of business.
If, however, such quorum shall not be present or represented
at such meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have
the power, by a majority vote of those present, to adjourn the
meeting from time to time without notice (unless otherwise provided
in Section 8 of this Article III) other than by announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented
any business may be transacted which may have been transacted at
the meeting as originally noticed provided notice of such adjourned
meeting, when required by Section 8 of this Article III, shall have
been given or waived.
21
<PAGE>
Section 4. At each meeting of the stockholders each
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by written or printed instrument
executed by such stockholder or by his duly authorized attorney or
by telegram or cablegram appearing to have been transmitted by such
stockholder but, except as otherwise provided by statute, no proxy
shall be valid after expiration of eleven months from the date of
its execution. Every proxy shall be dated as of its execution and
no proxy shall be undated or postdated. Every holder of record of
stock having voting power shall be entitled to one vote for every
share of stock standing in his name on the books of the
Corporation. The vote for directors and, upon the demand of any
stockholder or his duly authorized proxy, the vote upon any
question before the meeting shall be by ballot. All elections shall
be decided by a plurality of the votes cast by the holders of the
shares entitled to vote at the meeting of stockholders and, except
as otherwise provided by statute or by the Articles of
Incorporation, all other questions shall be decided by a majority
of the votes cast by holders of shares entitled to vote on such
question at such meeting.
Section 5. The Secretary or the agent of the Corporation
having charge of its stock transfer books shall, in advance of each
meeting of stockholders, prepare a complete list of the
stockholders entitled to vote at such meeting of stockholders or
adjournment thereof, which list shall be arranged in alphabetical
order with the address of and the number of shares held by each
stockholder. Unless the record of stockholders kept by the
Secretary or agent of the Corporation having charge of its stock
transfer books readily shows, in alphabetical order or by
alphabetical index, the information required to appear on such a
list of stockholders, such list of stockholders shall, for a period
commencing upon the date when notice of such meeting is given, and
in no event less than 10 days prior to the date of such meeting, be
kept on file at the registered office of the Corporation or at its
principal place of business or at the office of its transfer agent
or registrar, and shall be subject to inspection by any stockholder
at any time during usual business hours. In any event, such list
shall be produced and kept open at the time and place of such
meeting and shall be subject to the inspection of any stockholder
during the whole time of such meeting.
Section 6. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board, by the Vice Chairman of the
Board or by the President, and shall be called by the President or
Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of holders of ten per cent
or more of the shares of stock of the Corporation issued and
outstanding and entitled to vote at the proposed meeting. Such
request shall state the purpose or purposes of the proposed
meeting.
22
<PAGE>
Section 7. Business transacted at all special meetings
shall be confined to the objects stated in the call; provided,
however, that if all the stockholders of the Corporation entitled
to vote shall be present in person or by proxy, any business
pertaining to the affairs of the Corporation may be transacted.
Section 8. Notice of annual meetings of stockholders and
notice of any special meeting of stockholders for the election of
directors or for any other purpose, unless otherwise provided by statute,
shall be delivered personally or mailed, not less than ten
nor more than fifty days before the meeting, to each person who
appears on the books of the Corporation as a stockholder entitled
to vote at said meeting. In the event of the adjournment of any
meeting of stockholders, for whatever reason, for 30 days or more,
notice of the adjourned meeting shall be delivered personally or
mailed not less than ten nor more than fifty days before the date
for such adjourned meeting to each person whose name appears on the
books of the Corporation as a stockholder entitled to vote at said
adjourned meeting. Any such notice may be either written or
printed, or partly written and partly printed, and if mailed it
shall be directed to the stockholder at his address as it appears
on the books of the Corporation. Such notice shall briefly state
the business which it is proposed to present or to submit to such
meeting.
ARTICLE IV
DIRECTORS
Section 1. The property and business of the Corporation
shall be managed by its Board of Directors. The number of
directors which shall constitute the entire Board of Directors
shall be fixed from time to time by the vote of a majority of the
entire Board, but such number shall in no case be less than nine
nor more than twenty. Each director shall own at least 100 shares
of Common Stock of the Corporation. Except as otherwise provided
by statute or in the Articles of Incorporation, the term of each
director heretofore or hereafter elected shall be from the time of
his election and qualification until the third annual meeting
following his election and until his successor shall have been duly
elected and shall have qualified.
The vote of at least 80% of the shares of stock of the
Corporation entitled to vote shall be required to remove an
incumbent member of the Board of Directors except for cause. "For
Cause" shall mean fraudulent or dishonest acts, or gross abuse of
authority in discharge of duties to the Corporation and shall be
established after written notice of specific charges and
opportunity to meet and refute such charges.
23
<PAGE>
Section 2. In addition to the powers and authorities by
these By-Laws expressly conferred upon them, the Board may exercise
all such power of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or
by these By-Laws directed or required to be exercised or done by
the stockholders. A director or officer of this Corporation shall
not be disqualified by his office from dealing or contracting with
the Corporation either as a vendor, purchaser or otherwise, nor
shall any transaction or contract of this Corporation be void or
voidable solely by reason of the fact that any director or officer
or any firm of which any director or officer is a member or
employee, or any corporation of which any director or officer is a
shareholder, director,
8
<PAGE>
officer or employee, is in any way interested in such transaction
or contract, provided that the material facts as to such interest
and as to such transaction or contract are disclosed or known to
the Board of Directors or the Executive Committee and noted in
their respective minutes, or to the stockholders entitled to vote
with respect thereto, as the case may be, and that such transaction
or contract is or shall be authorized, ratified or approved either
(1) by the vote of a majority of a quorum of the Board of Directors
or of the Executive Committee, or (2) by a majority of the votes
cast by holders of shares of stock entitled to vote with respect
thereto, without counting (except for quorum purposes) the vote of
or shares held or controlled and voted by, as the case may be, any
director so interested or member or employee of a firm so
interested or a shareholder, director, officer or employee of a
corporation so interested; nor shall any director or officer be
liable to account to the Corporation for any profits realized by
and from or through any such transaction, or contract of this
Corporation authorized, ratified or approved as aforesaid by reason
of the fact that he or any firm of which he is a member or
employee, or any corporation of which he is a shareholder,
director, officer or employee was interested in such transaction or
contract.
ARTICLE V
MEETINGS OF THE BOARD
Section 1. Within 10 days following the annual meeting of
stockholders for the election of directors, the Chief Executive
Officer shall call a meeting of the newly elected Board for the
purpose of organization, election of officers and transaction of
other business, such meeting to be held at such time, not later
than 15 days after such annual meeting of stockholders, and place
as shall be specified by the Chief Executive Officer. The
Secretary or other officer performing his duties shall give notice,
either personally or by mail or telegram, to each director not less
than four business days before the meeting, provided, however, that
no notice of such meeting need be given
24
<PAGE>
if all of the directors are present or if those not present sign
waivers of notice either before or after the meeting. In the event
that the Chief Executive Officer shall fail to call such meeting
within 10 days after such annual meeting of stockholders, as
aforesaid, the newly elected Board shall meet at the registered
office of the Corporation, in Columbia, South Carolina, at
2:00 p.m. Columbia, South Carolina time, on the fifteenth day
following such annual meeting of stockholders, if not a legal
holiday, and if a legal holiday then on the next business day
following.
Section 2. Regular meetings of the Board may be held
without notice at such time and place as shall from time to time be
designated by the Board.
Section 3. Special meetings of the Board may be called by
the Chairman of the Board, the Vice Chairman of the Board or the
President or any two directors and may be held at the time and
place designated in the call and notice of the meeting. The
Secretary or other officer performing his duties shall give notice
either personally or by mail or telegram not less than twenty-four
hours before the meeting. Meetings may be held at any time and
place without notice if all the directors are present or if those
not present sign waivers of notice either before or after the
meeting.
Section 4. At all meetings of the Board a majority of the
total number of directors then in office shall be necessary and
sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation or by these By-Laws.
Section 5. Any regular or special meeting of the Board may
be adjourned to any other time at the same or any other place by a
majority of the directors present at the meeting, whether or not a quorum
shall be present at such meeting, and no notice of the
adjourned meeting shall be required other than announcement at the
meeting.
Section 6. Directors, other than those who are salaried
officers or employees of the Corporation or of any affiliated
Company, shall receive compensation for their services as directors
at the rate of Fourteen Thousand Five Hundred Dollars ($14,500)
annually, payable in quarterly installments at the beginning of
each quarter of the calendar year and, in addition thereto, each
such director shall receive such compensation for each meeting of
the Board, or of any committee of the Board, which he shall have
attended, as shall be set by resolution of the Board of Directors,
such additional compensation to be paid as soon as practicable
after the date of such meeting. All directors shall be reimbursed
for their reasonable expenses of attendance, if any, at each
regular or special meeting of the Board of Directors.
25
<PAGE>
Section 7. Directors who are salaried officers or
employees of the Corporation or of any affiliated Company and who
are members of the Executive Committee shall receive no
compensation for their services as such members in addition to such
compensation as may be paid to them as officers or directors, but
shall be reimbursed for their reasonable expenses, if any, in
attending meetings of the Executive Committee, or otherwise
performing their duties as members of the Executive Committee.
ARTICLE VI
EXECUTIVE AND OTHER COMMITTEES
Section 1. The Board of Directors may, by vote of a
majority of the full Board, designate three or more of their number
to constitute an Executive Committee, to hold office for one year
and until their respective successors shall be designated. Such
Executive Committee shall advise with and aid the officers of the
Corporation in all matters concerning its interests and the
management of its business, and shall, between sessions of the
Board, except as otherwise provided by law, have all the powers of
the Board of Directors in the management of the business and
affairs of the Corporation, and shall have power to authorize the
seal of the Corporation to be affixed to all papers which may
require it. The taking of any action by the Executive Committee
shall be conclusive evidence that the Board of Directors was not in
session at the time of such action.
The Board of Directors may, by vote of a majority of the full
Board, appoint from among their number, one or more additional
committees, consisting of three or more directors, which shall have
such powers and duties as may be fixed by the resolution of the
Board of Directors appointing such Committee.
Section 2. The Executive Committee shall cause to be kept
regular minutes of its proceedings, which may be transcribed in the
regular minute book of the Corporation, and all such proceedings
shall be reported to the Board of Directors at its next succeeding
meeting, and shall be subject to revision or alteration by the
Board, provided that no rights of third persons shall be affected
by such revision or alteration. A majority of the Executive
Committee shall constitute a quorum at any meeting. The Executive
Committee may take action without a meeting on the written approval
of such action by all the members of the Committee. The Board of
Directors may by vote of a majority of the full Board fill any
vacancies in the Executive Committee. The Executive Committee may,
from time to time, subject to the approval of the Board of
Directors, prescribe rules and regulations for the calling and
conduct of meetings of the Committee, and other matters relating to
its procedure and the exercise of its powers.
26
<PAGE>
Section 3. Other committees appointed by the Board shall
cause to be kept regular minutes of their proceedings and in
general the provisions as to procedure for such committees shall be
that set forth above with respect to the Executive Committee.
ARTICLE VII
OFFICERS
Section 1. The officers of the Corporation shall be
elected by the Board of Directors. They shall include a President,
one or more Vice Presidents, a Secretary, a Treasurer and a
Controller and may include a Chairman of the Board and a Vice
Chairman of the Board. In the event there shall be a Chairman of
the Board and a Vice Chairman of the Board, the Board of Directors
shall designate whether the Chairman of the Board, the Vice
Chairman of the Board or the President shall be the Chief Executive
Officer of the Corporation. If there shall be no Chairman of the
Board or Vice Chairman of the Board, the President shall be the
Chief Executive Officer of the Corporation. Any two or more of
such offices except those of Treasurer and Controller may be
occupied by the same person; provided, however, the same person may
not act in more than one capacity where action by two or more
officers is required.
Section 2. The Board of Directors, at its first meeting
after the election of directors by the stockholders, shall elect
from among its members, if it deems proper, a Chairman of the Board
and a Vice Chairman of the Board. It shall also elect a President
and one or more Vice Presidents, a Secretary, a Treasurer and a
Controller, none of whom need be members of the Board.
The Board of Directors, at any meeting, may elect such
additional Vice Presidents, and such Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, as it shall deem necessary, none of whom need be
members of the Board.
Section 3. The Board of Directors, at any meeting, may
elect or appoint such other officers and agents as it shall deem
necessary. The tenure and duties of such officers and agents shall
be fixed by the Board of Directors or, in the absence of any action
by the Board of Directors so fixing such tenure and duties, the
tenure and duties shall be fixed by the Chief Executive Officer of
the Corporation, or by such officers or department heads to whom he
shall delegate such authority.
27
<PAGE>
Section 4. The salaries and compensation of the officers
of the Corporation and of agents of the Corporation appointed by
the Board shall be fixed by the Board of Directors. The salaries
and compensation of all other employees of the Corporation shall,
in the absence of any action by the Board of Directors, be fixed by
the Chief Executive Officer of the Corporation.
Section 5. The officers of the Corporation elected
pursuant to Section 2 of this Article VII shall hold office until
the first meeting of the Board of Directors after the next
succeeding annual meeting of stockholders and until their
successors are elected and qualify in their stead. Any officer may
be removed at any time, with or without cause, by the affirmative
vote of a majority of the total number of directors then in office.
Any other employee of the Corporation may be removed at any time,
with or without cause, either (a) by vote of a majority of the
directors present at any meeting of the Board at which a quorum is
present, or (b) by vote of a majority of the members of the
Executive Committee, or (c) by the Chief Executive Officer of the
Corporation or by any officer who shall be exercising the powers of
the Chief Executive Officer of the Corporation, or by any superior
of such employee to whom such power of removal shall be delegated
by the Chief Executive Officer of the Corporation or the officer
exercising the powers of the Chief Executive Officer of the
Corporation.
ARTICLE VIII
CHIEF EXECUTIVE OFFICER
Section 1. The Chief Executive Officer of the Corporation
shall supervise, direct and control the conduct of the business of
the Corporation subject, however, to the general policies
determined by the Board of Directors and the Executive Committee,
if there be one.
He shall be a member of the Executive Committee and all
committees appointed by the Board of Directors, except the Audit
Committee and the Long-Term Compensation Committee and any
committee or subcommittee making recommendations of performance
awards in shares of Company stock, shall have the general powers
and duties usually vested in the chief executive officer of a
corporation, and shall have such other powers and perform such
other duties as may be prescribed from time to time by law, by the
By-Laws or by the Board of Directors.
He shall, whenever it may in his opinion be necessary,
prescribe the duties of officers and employees of the Corporation
whose duties are not otherwise defined.
He shall have power to remove at any time, with or without
cause, any employee of the Corporation other
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than officers and agents elected or appointed by the Board of
Directors. He may, in accordance with Section 5 of Article VII of
these By-Laws, delegate such power of removal.
ARTICLE IX
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board, if there be one,
shall preside at all meetings of the Board of Directors and of the
stockholders, except when by statute the election of a presiding
officer shall be required.
He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers and
duties granted and delegated to the Chief Executive Officer by
Section 1 of Article VIII of these By-Laws. In such event he may
sign in the name of and on behalf of the Corporation any and all
contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation
and, if authorized by the Board of Directors or the Executive
Committee, may sign in the name of and on behalf of the Corporation
any other contracts, agreements or instruments of any nature
pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.
ARTICLE X
THE VICE CHAIRMAN OF THE BOARD
Section 1. The Vice Chairman of the Board shall, in the
absence of the Chairman, preside at all meetings of the Board of
Directors and of the stockholders, except when by statute the
election of a presiding officer shall be required.
He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers and
duties granted and delegated to the Chief Executive Officer by
Section 1 of Article VIII of these By-Laws. In such event he may
sign in the name of and on behalf of the Corporation any and all
contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation
and, if authorized by the Board of Directors or the Executive
Committee, may sign in the name of and
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on behalf of the Corporation any other contracts, agreements or
instruments of any nature pertaining to the business of the
Corporation.
He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.
ARTICLE XI
THE PRESIDENT
Section 1. The President shall, in the absence of the
Chairman of the Board or the Vice Chairman of the Board, preside at
all meetings of the Board of Directors and of the stockholders,
except when by statute the election of a presiding officer shall be
required.
He shall, if designated Chief Executive Officer of the
Corporation pursuant to Section 1 of Article VII of these By-Laws,
have all the powers and duties granted and delegated to the Chief
Executive Officer by Section 1 of Article VIII of these By-Laws.
In the event there shall be a Chairman of the Board or a Vice
Chairman of the Board who shall have been designated as Chief
Executive Officer of the Corporation pursuant to Section 1 of
Article VII of these By-Laws, then the President shall have such
powers and duties as may be assigned to him by the Chairman of the
Board or the Vice Chairman of the Board of Directors. In the
absence or disability of the Chairman of the Board or the Vice
Chairman of the Board, he shall have all the powers and duties of
the Chairman of the Board or the Vice Chairman of the Board.
He may sign in the name of and on behalf of the Corporation
any and all contracts, agreements or other instruments pertaining
to matters which arise in the ordinary course of business of the
Corporation and, if authorized by the Board of Directors or the
Executive Committee, may sign in the name of and on behalf of the
Corporation any other contracts, agreements or instruments of any
nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.
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ARTICLE XII
THE VICE PRESIDENT
Section 1. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties as the
Board of Directors may prescribe.
The Vice President may sign in the name of and on behalf of
the Corporation contracts, agreements, or other instruments
pertaining to matters which arise in the ordinary course of
business of the Corporation, except in cases where the signing
thereof shall be expressly delegated by the Board of Directors or
the Executive Committee to some other officer or agent of the
Corporation. If authorized by the Board of Directors or the
Executive Committee, he may sign in the name of and on behalf of
the Corporation any other contracts, agreements or instruments of
any nature pertaining to the business of the Corporation. He shall
have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws or by the Board
of Directors.
If there be more than one Vice President, the Board of
Directors or the Chief Executive Officer of the Corporation shall
assign to such Vice Presidents their respective duties.
ARTICLE XIII
THE SECRETARY
Section 1. The Secretary shall attend all sessions of the
Board and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose; and shall perform like duties for the committees appointed
by the Board of Directors when required. He shall give, or cause
to be given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or Chief Executive Officer,
under whose supervision he shall be. He shall be sworn to the
faithful discharge of his duty. Any records kept by him shall be
the property of the Corporation and shall be restored to the
Corporation in case of his death, resignation, retirement or
removal from office. He or his agent shall be the custodian of the
seal of the Corporation, the stock ledger, stock certificate book
and minute books of the Corporation, and its committees, and other
formal records and documents relating to the corporate affairs of
the Corporation.
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Section 2. The Assistant Secretary or Assistant
Secretaries shall assist the Secretary in the performance of his
duties, exercise and perform his powers and duties, in his absence
or disability, and such other powers and duties as may be conferred
or required by the Board.
ARTICLE XIV
THE TREASURER
Section 1. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects
in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors or as
may be designated by persons to whom the Board of Directors
delegates such authority.
He shall disburse the funds of the Corporation in such manner
as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and
directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and
of the financial condition of the Corporation.
He shall give the Corporation a bond if required by the Board
of Directors in a sum, and with one or more sureties satisfactory
to the Board, for the faithful performance of the duties of his
office, and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the
Corporation.
Section 2. The Assistant Treasurer or Assistant Treasurers
shall assist the Treasurer in the performance of his duties,
exercise and perform his powers and duties, in his absence or
disability, and such other powers and duties as may be conferred or
required by the Board.
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ARTICLE XV
THE CONTROLLER
Section 1. The controller of the Corporation shall be the
principal accounting officer of the Corporation. He shall have
full control of all the books of the Corporation and keep a true
and accurate record of all property owned by it, of its debts and
of its revenues and expenses, and shall keep all accounting records
of the Corporation other than the record of receipts and
disbursements and those relating to deposit or custody of money and
securities of the Corporation, which shall be kept by the
Treasurer, and shall also make reports to the directors and others
of or relating to the financial condition of the Corporation. He
shall exhibit at all reasonable times his books of account and
records to any director of the Corporation upon application during
business hours at the office of the Corporation where such books of
accounts and records are kept.
He shall perform all duties generally incident to the office
of Controller and shall have such other powers and duties as, from
time to time, may be prescribed by law, by the By-Laws, or by the
Board of Directors.
Section 2. The Assistant Controller or Assistant
Controllers shall assist the Controller in the performance of his
duties, exercise and perform his powers and duties, in his absence
or disability, and such other powers and duties as may be conferred
or required by the Board of Directors.
ARTICLE XVI
VACANCIES
Section 1. Except as otherwise provided by statute or in
the Articles of Incorporation, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board resulting from death, resignation,
retirement, disqualification, removal from office or any other
cause shall be filled only by the Board of Directors then in
office, although less than a quorum. A Director elected to fill a
vacancy shall hold office until the next stockholders' meeting at
which Directors of any class are elected. If the office of any
officer of the Corporation shall become vacant for any reason, the
Board of Directors, by a majority vote of those present at any
meeting at which a quorum is present, may elect a successor or
successors, who shall hold office for the unexpired term in respect
of which such vacancy occurred.
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ARTICLE XVII
RESIGNATIONS
Section 1. Any officer or any director of the Corporation
may resign at any time, such resignation to be made in writing and
to take effect from the time of its receipt by the Corporation,
unless some time be fixed in the resignation, and then from that
time. The acceptance of a resignation shall not be required to
make it effective. A vacancy shall be deemed to exist upon receipt
by the Corporation of such written resignation, and a successor
may, then or thereafter, be elected to take office when such
resignation becomes effective.
ARTICLE XVIII
DUTIES OF OFFICERS MAY BE DELEGATED
Section 1. In case of the absence of any officer of the
Corporation, or for any other reason the Board may deem sufficient,
the Board may delegate, for the time being, the powers or duties,
or any of them, of such officers to any other officer or to any
director.
ARTICLE XIX
STOCK OF OTHER CORPORATIONS
Section 1. The Board of Directors shall have the right to
authorize any officer or other person on behalf of the Corporation
to attend, act and vote at meetings, of the stockholders of any
corporation in which the Corporation shall hold stock, and to
exercise thereat any and all the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such
meetings and calls therefor; and authority may be given to exercise
the same either on one or more designated occasions, or generally
on all occasions until revoked by the Board. In the event that the
Board shall fail to give such authority it may be exercised by the
Chief Executive Officer of the Corporation in person or by proxy
appointed by him on behalf of the Corporation.
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ARTICLE XX
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the Corporation
shall be entered in the books of the Corporation as they are
issued. No fractional shares of stock shall be issued.
Certificates of stock shall be signed by the President or a Vice
President and by the Secretary, or an Assistant Secretary, and the
seal of the Corporation shall be affixed thereto. Such seal may be
facsimile, engraved or printed. Where any certificate of stock is
signed by a transfer agent or transfer clerk or by a registrar, the
signatures of any such President, Vice President, Secretary or
Assistant Secretary, upon such stock certificate may be facsimiles,
engraved or printed. In case any such officer who has signed, or
whose facsimile signature has been placed upon, such certificate of
stock, shall have ceased to be such officer before such certificate
of stock is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such at the
date of its issue.
ARTICLE XXI
TRANSFERS OF STOCK
Section 1. Transfer of stock shall be made on the books of
the Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of the
certificate therefor.
ARTICLE XXII
FIXING OF RECORD DATE
Section 1. The Board of Directors is hereby authorized to
fix a time, not less than ten (10) days nor more than fifty (50)
days preceding the date of any meeting of stockholders or the date
fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of shares of stock, as a record date for the determination
of the stockholders entitled to notice of and to vote at such
meeting or entitled to receive any such dividend, distribution,
rights or interest, as the case may be; and all persons who are
holders of record of shares of stock at the date so fixed and no
others, shall be entitled to notice of and to vote at such meeting,
and only stockholders of record at
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such date shall be entitled to receive any such notice, dividend,
distribution, rights or interests; and the stock transfer books
shall not be closed during any such period.
ARTICLE XXIII
REGISTERED STOCKHOLDERS
Section 1. The Corporation shall be entitled to treat the
holders of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to, or interest in, such share on the part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the statutes of the
State of South Carolina.
ARTICLE XXIV
LOST CERTIFICATES
Section 1. Whenever any stockholder shall desire a new
certificate of stock to replace an original certificate of stock
which has been lost, destroyed or wrongfully taken, he shall make
application to the Corporation for the issuance of a new
certificate or certificates in replacement of the certificate or
certificates which were lost, destroyed or wrongfully taken, and
shall file with the Corporation a good and sufficient indemnity
bond, together with an affidavit stating that the applicant is the
bona fide owner of such share(s) of stock and specifying the
number(s) of the certificate or certificates which were lost,
destroyed or wrongfully taken, the particular circumstances of such
loss, destruction or wrongful taking (including a statement that
the share(s) represented by such certificate or certificates has or
have not been transferred or otherwise disposed of by such
applicant in any manner.)
Upon completion by a stockholder of the requirements set forth
in the preceding paragraph, the Corporation shall issue a
certificate or certificates in replacement of the certificate or
certificates referred to in such stockholder's application if such
application is received by the Corporation before it has notice
that such certificate or certificates has or have been acquired by
a bona fide purchaser.
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ARTICLE XXV
INSPECTION OF BOOKS
Section 1. The Board of Directors shall have power to
determine whether and to what extent, and at what time and places
and under what conditions and regulations, the accounts and books
of the Corporation (other than the books required by statute to be
open to the inspection of stockholders), or any of them, shall be
open to the inspection of stockholders, and no stockholder shall have
any right to inspect any account or book or document of the
Corporation, except as such right may be conferred by the statutes
of the State of South Carolina or by resolution of the directors or
of the stockholders.
ARTICLE XXVI
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
Section 1. All checks or demands for money and notes of
the Corporation shall be signed by such person or persons (who may
but need not be an officer or officers of the Corporation) as the
Board of Directors may from time to time designate or as may be
designated by persons to whom the Board of Directors delegates such
authority. The Board of Directors shall have authority to make
provision, with proper safeguards, for the signatures to appear on
all checks, including, but not by way of limitation, payroll
checks, to be made by facsimile, whether engraved or printed.
Whenever the seal of this Corporation is to be affixed to any
instrument being executed on behalf of this Corporation, such seal
shall be affixed thereto by the Secretary or an Assistant Secretary
and the fact of such affixation shall be attested to by the person
so affixing the seal.
ARTICLE XXVII
RECEIPT FOR SECURITIES
Section 1. All receipts for stocks, bonds or other
securities received by the Corporation shall be signed by the
Treasurer or an Assistant Treasurer, or by such other person or
persons as the Board of Directors or Executive Committee shall
designate.
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ARTICLE XXVIII
FISCAL YEAR
Section 1. The fiscal year shall begin the first day of
January in each year.
ARTICLE XXIX
RESERVES
Section 1. The Board of Directors shall have power to fix
and determine, and from time to time to vary, the amount to be
reserved as working capital; to determine whether any, or if any,
what part of any, surplus shall be declared and paid as dividends,
to determine the date or dates for the declaration or payment of
dividends and to direct and determine the use and disposition of
any surplus, and before payment of any dividend or making any
distribution of surplus there may be set aside out of the surplus
of the Corporation such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purpose as the directors shall think conducive to the
interests of the Corporation.
ARTICLE XXX
NOTICES
Section 1. In addition to the telegraphic notice permitted
by Section 3 of Article V of these By-Laws, whenever under the
provisions of these By-Laws notice is required to be given to any
director, officer or stockholder, it shall not be construed to
require personal notice, but such notice may be given in writing,
by mail, by depositing a copy of the same in a post office, letter
box or mail chute, maintained by the Post Office Department, in a
postpaid sealed wrapper, addressed to such stockholder, officer or
director, at his address as the same appears on the books of the
Corporation.
A stockholder, director or officer may waive any notice
required to be given to him under these By-Laws.
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ARTICLE XXXI
INSPECTORS OF ELECTION
Section 1. Prior to every meeting of the stockholders the
Board of Directors may appoint any odd number of inspectors of
election to act as inspectors at such meeting. In the event that
inspectors shall not be so appointed, they shall be appointed by
the person presiding at such meeting and if any inspector shall
refuse to serve, or neglect to attend such meeting or his office
becomes vacant, the person presiding at the meeting may appoint
another inspector in his place. The inspectors appointed to act at
any meeting of the stockholders shall, before entering upon the
discharge of their duties, be sworn faithfully to execute the
duties of inspector at such meeting with strict impartiality and according
to the best of their ability.
ARTICLE XXXII
DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION
Section 1. The Corporation shall indemnify any and all of
its employees, officers, or directors, or former officers or
directors (including their heirs, executors, and administrators),
or any person who may have served at its request or by its
election, designation, or request as a member, agent, employee,
director or officer of any other corporation or partner, trustee or
otherwise, of any organization against expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding (which shall include
any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or
arbitrative) in which they, or any of them, are made parties, or a
party, by reason of being or having been agents, employees,
directors or officers of the Corporation, or of such other
organization, except in relation to matters as to which any such
agent, employee, director or officer or former employee, director
or officer or person shall be adjudged in such action, suit or
proceeding 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. Such indemnity
shall be in accordance with a written plan adopted by the Board of
Directors, which plan shall be in accordance with the law of South
Carolina. The indemnification provided hereby shall not be deemed
exclusive of any other right to which anyone seeking
indemnification hereunder may be entitled under any By-Law,
agreement, or otherwise. The Corporation may purchase and maintain
insurance on the behalf of any director, officer, agent, employee
or former
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employee, director or officer or other person, against any
liability asserted against them and incurred by them.
ARTICLE XXXIII
AMENDMENTS
Section 1. Except as otherwise provided in Section 2
below, any of these By-Laws may be altered, amended or repealed,
and/or one or more By-Laws may be adopted, at a meeting of the
stockholders, by a vote of the holders of a majority of all shares
of stock entitled to vote to elect directors who are entitled to
vote at such meeting, provided that written notice of such proposed
alteration, amendment, repeal and/or adoption, as the case may be,
shall have been given to all such stockholders at least ten days
before such meeting. Any of these By-Laws may also be altered,
amended or repealed, and/or one or more new By-Laws may be adopted,
by the vote of a majority of all directors then in office, at a
meeting of the Board of Directors, provided that the notice of such
meeting includes therein notice of such alteration, amendment,
repeal and/or adoption, as the case may be. At a meeting thereof,
the stockholders, by the vote of the holders of a majority of all
shares of stock entitled to vote to elect directors who are
entitled to vote at such meeting, may repeal any alteration or
amendment of these By-Laws made by the Board of Directors and/or
reinstate any of these By-Laws repealed by the Board of Directors,
and/or repeal any new By-Law adopted by the Board of Directors.
Section 2. Notwithstanding the provisions of Section 1
above, any alteration, amendment or repeal by the stockholders of
Section 1 of Article IV, Section 1 of Article XVI or this Section
2 of Article XXXIII of these By-Laws, or the adoption by the
stockholders of any new By-Law inconsistent with any of such
Sections, shall require the vote of the holders of at least 80% of
all shares of stock entitled to vote to elect directors who are
entitled to vote at such meeting.
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Exhibit 12
SCANA CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For the Twelve Months Ended September 30, 1994
(Thousands of Dollars)
Twelve Months
Ended
September 30, 1994
Fixed Charges as defined:
Interest on long-term debt.............. $103,211
Amortization of debt premium, discount
and expense (net)...................... 2,338
Other interest expense.................. 6,286
Interest component of rentals........... 2,840
Total Fixed Charges (A)............. $114,675
Earnings, as defined:
Income.................................. $166,537
Income taxes............................ 86,134
Total fixed charges above............... 114,675
Total Earnings (B).................. $367,346
Ratio of Earnings to fixed charges (B/A).. 3.20
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