SCANA
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
MARCH 22, 1994
To the Stockholders of SCANA Corporation:
We extend to you a cordial invitation to attend the 1994 Annual Meeting
of Stockholders to be held on Thursday, April 28, 1994, at 10:00 A.M., Eastern
Daylight Time. The meeting will be held in the Ballroom of the Adam's Mark
Hotel (formerly the Marriott Hotel), 1200 Hampton Street, Columbia, South
Carolina. The matters to be acted upon at the meeting are set forth in the
formal notice on the following page. At the meeting, we will report on the
Company's progress, plans and prospects, and respond to your questions and
comments.
At the 1993 Annual Meeting of Stockholders, 86.39% of the Common Stock
was represented in person or by proxy. Though this response was gratifying,
we would like to have an even greater representation at the 1994 meeting.
Therefore, whether you own one share or many, it is important that you date,
sign and return your proxy as soon as possible. The prompt return of your
proxy will reduce follow-up work with its attendant expense to the Company.
Sincerely,
LAWRENCE M. GRESSETTE, JR.
Chairman of the Board, President
and Chief Executive Officer
1<PAGE>
<PAGE>
SCANA CORPORATION
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
Notice of Annual Meeting of Stockholders
To the Stockholders:
The Annual Meeting of Stockholders of SCANA Corporation (the "Company")
will be held on Thursday, April 28, 1994, at 10:00 A.M., Eastern Daylight
Time, in the Ballroom of the Adam's Mark Hotel, 1200 Hampton Street, Columbia,
South Carolina. The matters to be considered and acted on by the stockholders
at this meeting are as follows:
1. The election of five Class I Directors;
2. The appointment of independent public accountants to audit the
books of the Company for the year ending December 31, 1994; and
3. The transaction of such other business as may legally come
before the meeting.
Details of the matters to be acted on by the stockholders are set forth
in the following Proxy Statement which is hereby incorporated as a part of
this notice of meeting.
All holders of issued and outstanding common stock of the Company of
record at the close of business on March 10, 1994 are entitled to notice of
and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
KEVIN B. MARSH, Secretary
March 22, 1994
2<PAGE>
<PAGE>
SCANA CORPORATION
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 28, 1994
Approximate date of first mailing to stockholders: March 22, 1994
This statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SCANA Corporation (herein sometimes
called "SCANA" or the "Company") to be used at the Annual Meeting of
Stockholders of the Company to be held on April 28, 1994 and at any
adjournment thereof with respect to the matters referred to in the
accompanying notice.
The Company's Annual Report to Stockholders for 1993 has been mailed to
each stockholder of record as of March 10, 1994.
PROXY PROCEDURE
The Annual Meeting of Stockholders is being called in order to consider
and take action with respect to the matters set forth in the Notice of Annual
Meeting of Stockholders on the preceding page, as more fully set forth below.
Only holders of issued and outstanding common stock of the Company ("Common
Stock") of record at the close of business on March 10, 1994, are entitled to
notice of and to vote at the meeting or any adjournment thereof. At such
record date, the Company had 46,952,301 outstanding shares of Common Stock,
each entitling the holder thereof to one vote per share.
Since many of our stockholders are unable to attend the Annual Meeting,
the Company's Board of Directors solicits proxies so that each stockholder has
the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned, properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
3
<PAGE>
proxy card. However, if a stockholder does not return a signed proxy card,
his or her shares will not be voted by the Board-appointed Proxies.
Stockholders are urged to mark the boxes on the proxy card to indicate how
their shares are to be voted. If no choices are specified, the shares
represented by a properly signed and dated proxy card will be voted as
recommended by the Board of Directors. The proxy card also confers
discretionary authority on the Board-appointed Proxies to vote the shares
represented by the proxy on any other matter that is properly presented for
action at the Annual Meeting. A stockholder who returns a proxy card may
revoke it at any time before it is voted by giving notice in writing to the
Secretary of the Company, by granting a subsequent proxy or by giving notice
in person at the Annual Meeting.
If a stockholder participates in the Company's Dividend Reinvestment and
Stock Purchase Plan (the "DRP Plan") or Stock Purchase Savings Plan (the
"Savings Plan"), his proxy card represents both the number of shares
registered in his name and the number of full shares credited to his DRP Plan
or Savings Plan account. All such shares will be voted in accordance with the
instructions on the proxy card.
ELECTION OF DIRECTORS - PROPOSAL 1
The Company's Restated Articles of Incorporation (the "Articles") divide
the Board of Directors into three classes (I, II and III), the members of a
single class being elected each year for a three-year term. The terms of the
five Class I Directors presently in office will expire at the 1994 Annual
Meeting of Stockholders. The terms of Class II and Class III Directors will
expire at the Annual Meeting of Stockholders in 1995 and 1996, respectively,
except that the term of John A. Warren, a Class III director, will expire at
the 1994 Annual Meeting under provisions of Section 8 of the Articles limiting
the term of a non-salaried director to the Annual Meeting of Stockholders next
preceding the date on which such director attains age 70. Mr Warren will
attain the age of 70 in January 1995. At this time, the Board of Directors
4
<PAGE>
does not intend to fill the vacancy created by Mr. Warren's retirement;
however, it will have the power to fill the vacancy at any time between the
Annual Meeting and the next Annual Meeting of Stockholders. All five of the
Class I Directors presently in office were elected at the 1991 Annual Meeting
of Stockholders. The terms of the Class I Directors elected at this meeting
will expire at the Annual Meeting of Stockholders in 1997.
The accompanying proxy, unless you specify otherwise thereon, will be
voted for the election to the Board of Directors of the five nominees for
Class I Directors. Should any nominee be unavailable for election by reason
of death or other unexpected occurrence, the enclosed proxy may be voted with
discretionary authority in connection with the nomination and election of any
substitute nominee; however, the number of directors elected shall be only
five.
Each holder of Common Stock of record at the close of business on
March 10, 1994 is entitled to one vote per share so held for the election of
each of the persons nominated. Directors are elected by a plurality of the
votes cast by the holders of shares of the Company's Common Stock at a meeting
at which a quorum is present. "Plurality" means that the individuals who
receive the largest number of votes cast are elected as directors up to a
maximum number of directors to be chosen at the meeting. Consequently, any
shares not voted (whether by abstention, broker nonvote or otherwise) have no
impact in the election of directors except to the extent the failure to vote
for an individual results in another individual receiving a larger number of
votes.
The information set forth hereafter as to the principal occupations and
directorships of the nominees and continuing directors has been furnished to
the Company by such persons. Each director of the Company is also a director
of South Carolina Electric & Gas Company, the principal subsidiary of the
Company.
5<PAGE>
<PAGE>
NOMINEES FOR CLASS I DIRECTORS
TERMS EXPIRING AT THE ANNUAL MEETING IN 1994
Benjamin A. Hagood
Mr. Hagood is Chairman of the Board of William M. Bird and Company, Inc.,
a wholesale distributor of floor covering materials located in Charleston,
South Carolina, and has held this position since January 1, 1994. Prior to
January 1, 1994, he served as President and a director of William M. Bird and
Company, Inc. Mr. Hagood, age 66, has been a director of the Company since
1974. He is the Chairman of the Audit Committee and a member of the
Management Development and Corporate Performance Committee and the Long-Term
Compensation Committee.
Bruce D. Kenyon
Mr. Kenyon is President and Chief Operating Officer of South Carolina
Electric & Gas Company, the principal subsidiary of the Company. He has held
these positions since November 12, 1990. Mr. Kenyon, age 51, has been a
director of the Company since 1991. From April 4, 1988 to November 9, 1990,
he served as Senior Vice President of Division Operations for Pennsylvania
Power and Light Company of Allentown, Pennsylvania.
Henry Ponder, Ph.D.
Dr. Ponder is President of Fisk University in Nashville, Tennessee and
has held this position for more than five years. Dr. Ponder, age 65, has been
a director of the Company since 1983 and also serves as a director of Third
National Bank in Nashville, Tennessee. He is a member of the Audit Committee,
the Management Development and Corporate Performance Committee and the Long-
Term Compensation Committee.
6
<PAGE>
William B. Timmerman
Mr. Timmerman is Senior Vice President, Chief Financial Officer and
Controller of the Company and Chief Financial Officer of all subsidiaries and
has held these positions for more than five years. Mr. Timmerman, age 47, has
been a director of the Company since 1991.
E. Craig Wall, Jr.
Mr. Wall is President and a director of Canal Industries, a forest
products industry headquartered in Conway, South Carolina, and has held these
positions for more than five years. Mr. Wall, age 56, has been a director of
the Company since 1982 and also serves as a director of Sonoco Products
Company, Ruddick Corporation and Blue Cross Blue Shield of South Carolina. He
is a member of the Executive Committee, the Management Development and
Corporate Performance Committee and the Long-Term Compensation Committee.
CLASS II CONTINUING DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 1995
William B. Bookhart, Jr.
Mr. Bookhart is a partner in Bookhart Farms, which operates a general
farming business in Elloree, South Carolina, and has held that position for
more than five years. Mr. Bookhart, age 52, has been a director of the
Company since 1979. He is a member of the Audit Committee, the Nuclear
Oversight Committee and the Long-Term Compensation Committee.
James B. Edwards, D.M.D.
Dr. Edwards is President and Professor of Maxillofacial Surgery of the
Medical University of South Carolina in Charleston and has held these
7
<PAGE>
positions for more than five years. He was the U. S. Secretary of Energy from
January 1981 to November 1982 and served as Governor of South Carolina from
1975 to 1979. Dr. Edwards, age 66, has been a director of the Company since
1986 and also serves as a director for Phillips Petroleum Company, Brendle's,
Inc., Chemical Waste Management, Inc., IMO Industries, Inc., South Carolina
National Corporation, South Carolina National Bank, National Data Corporation,
Encyclopedia Britannica and Communications Satellite Corporation. He is
Chairman of the Nuclear Oversight Committee, and a member of the Executive and
the Long-Term Compensation Committees.
Elaine T. Freeman
Mrs. Freeman is the Executive Director of ETV Endowment of South
Carolina, Inc., a non-profit organization in Spartanburg, South Carolina, and
has held this position for more than five years. Mrs. Freeman, age 58, has
been a director of the Company since 1992 and also serves as a director of
National Bank of South Carolina. She is a member of the Audit Committee, the
Nuclear Oversight Committee and the Long-Term Compensation Committee.
W. Hayne Hipp
Mr. Hipp is the President and Chief Executive Officer of The Liberty
Corporation, an insurance and broadcasting holding company headquartered in
Greenville, South Carolina, and has held these positions for more than five
years. Mr. Hipp, age 54, has been a director of the Company since 1983 and
also serves as a director of The Liberty Corporation and Wachovia Corporation.
He is a member of the Executive Committee, the Management Development and
Corporate Performance Committee and the Long-Term Compensation Committee.
8
<PAGE>
F. Creighton McMaster
Mr. McMaster is the President and Manager of Winnsboro Petroleum Company,
a wholesale distributor of petroleum products located in Winnsboro, South
Carolina, and has held these positions for more than five years. Mr.
McMaster, age 64, has been a director of the Company since 1974 and also
serves as a director of First Union National Bank. He is a member of the
Executive Committee, the Nuclear Oversight Committee and the Long-Term
Compensation Committee.
John B. Rhodes
Mr. Rhodes is the Chairman and Chief Executive Officer of Rhodes Oil
Company, Inc., a distributor of petroleum products in Walterboro, South
Carolina, and has held these positions for more than five years. Mr. Rhodes,
age 63, has been a director of the Company since 1967. He is a member of the
Audit Committee, the Management Development and Corporate Performance
Committee and the Long-Term Compensation Committee.
CLASS III CONTINUING DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 1996
Bill L. Amick
Mr. Amick is Chairman of the Board and Chief Executive Officer of Amick
Farms, Inc., a vertically integrated broiler operation in Batesburg, South
Carolina, and has held these positions since September 30, 1988. Mr. Amick,
age 50, has been a director of the Company since 1990 and also serves as
Chairman and Chief Executive Officer of Amick Processing, Inc. and Amick
Broilers, Inc. He is a member of the Audit Committee, the Nuclear Oversight
Committee and the Long-Term Compensation Committee.
9
<PAGE>
William T. Cassels, Jr.
Mr. Cassels is Chairman of the Board of Southeastern Freight Lines, Inc.,
a trucking business in Columbia, South Carolina, and has held that position
for more than five years. Mr. Cassels, age 64, has been a director of the
Company since 1990 and also serves as a director of South Carolina National
Bank, South Carolina National Corporation and The Seibels Bruce Group, Inc.
He is also an advisory board member of Liberty Mutual Insurance Group. He is
a member of the Audit Committee, the Management Development and Corporate
Performance Committee and the Long-Term Compensation Committee.
Hugh M. Chapman
Mr. Chapman is Chairman of NationsBank South, a division of NationsBank
Corporation of Atlanta, Georgia, and has held this position since January 1,
1992. Mr. Chapman, age 61, has been a director of the Company since 1988.
From September 1, 1990 to December 31, 1991, Mr. Chapman served as Vice
Chairman and a director of C&S/Sovran Corporation of Atlanta, Georgia. Prior
to September 1, 1990, he served as President and a director of Citizens and
Southern Corporation of Atlanta, Georgia and Chairman of the Board of Citizens
and Southern South Carolina Corporation in Columbia, South Carolina. He is
Chairman of the Management Development and Corporate Performance Committee and
the Long-Term Compensation Committee, and a member of the Executive Committee.
Lawrence M. Gressette, Jr.
Mr. Gressette is Chairman of the Board, Chief Executive Officer and
President of the Company as well as Chairman of the Board and Chief Executive
Officer of all Company subsidiaries. He has held these positions since
February 1, 1990. Mr. Gressette, age 62, has been a director of the Company
10
<PAGE>
since 1987. From September 1, 1985 to January 31, 1990, he served as
President of the Company. From May 1, 1987 to January 31, 1990, he served as
Vice Chairman of the Company's principal subsidiary, South Carolina Electric &
Gas Company. In addition, he serves as a director of Wachovia Corporation.
He is a member of the Executive Committee and an ex-officio member of all
other Board Committees except the Audit and the Long-Term Compensation
Committees.
RETIRING DIRECTOR
John A. Warren
Mr. Warren is Chairman of the Board Emeritus of the Company and has held
this position since February 1, 1990. Mr. Warren has been a director of the
Company since 1982. Since April 6, 1989, he has served as Chairman of the
Board of Palmetto Seed Capital Corporation, a venture capital corporation in
Columbia, South Carolina. He is Chairman of the Executive Committee and a
member of the Nuclear Oversight and the Long-Term Compensation Committees.
Mr. Warren is currently a Class III director. His term of office will expire
at the Annual Meeting on April 28, 1994. Section 8 of the Company's Restated
Articles of Incorporation limits the term of a non-salaried director to the
Annual Meeting of Stockholders next preceding the date on which such director
attains age 70. Mr. Warren will attain age 70 in January 1995.
11<PAGE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table set forth below indicates the shares of the Company's Common
Stock beneficially owned as of March 10, 1994 by each director and nominee,
each of the executive officers named in the Summary Compensation Table on page
18, and the directors and executive officers of the Company as a group.
SECURITY OWNERSHIP OF MANAGEMENT
Name of Beneficial Amount and Nature Name of Beneficial Amount and Nature
Owner of Ownership 1 Owner of Ownership 1
B. L. Amick 1,243 W. H. Hipp 1,400
W. B. Bookhart, Jr. 6,884 B. D. Kenyon 4,782
W. T. Cassels, Jr. 1,000 F. C. McMaster 10,288
H. M. Chapman 3,127 C. B. Novinger 1,858
Max Earwood 28,779 Henry Ponder 4,806
J. B. Edwards 2,217 J. B. Rhodes 3,434
E. T. Freeman 1,500 W. B. Timmerman 12,889
L. M. Gressette, Jr. 14,649 E. C. Wall, Jr. 7,000
B. A. Hagood 1,140 John A. Warren 50,823
All directors and executive officers as a group (19 persons) TOTAL 159,613
TOTAL PERCENT OF CLASS 0.3%
The information set forth above as to the security ownership has been
furnished to the Company by such persons.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Name Amount
and Address and Nature of
of Beneficial Beneficial Percent of
Owner Ownership Class
First Union National Bank of
South Carolina ("First Union")2
Post Office Box 1329
Greenville, South Carolina 29602 3,549,256 7.6
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404 2,629,380 5.6
The share ownership indicated above for Franklin Resources, Inc. is based
on a Form 13G, dated January 28, 1994, filed with the Securities and Exchange
Commission, a copy of which was sent to the Company. Except as set forth
above, to the Company's knowledge as of March 10, 1994 no person owned
beneficially 5% or more of the Company's Common Stock.
______________
1 Includes shares owned by close relatives, the beneficial ownership
of which is disclaimed by the director or nominee, as follows:
Mr. Amick - 240; Mr. Bookhart - 1,913; Mr. Chapman - 127;
Mr. Gressette - 530; Mr. Hagood - 159; Mr. McMaster - 6,365;
Mrs. Novinger - 1; and Mr. Warren - 7,160.
Includes shares purchased through December 31, 1993, but not
thereafter, by the Trustee under the Savings Plan.
2 Although participants in the Savings Plan have the right to vote all
such shares, First Union as trustee has the right to vote any of the
shares as to which participants do not provide voting directions.
12<PAGE>
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
During 1993, the Board of Directors of the Company held six meetings. In
addition, directors attended meetings of standing committees of which they
were members. Each director attended at least 75%, except Mr. Cassels who
attended 67%, of the aggregate of meetings of the Board of Directors and
meetings of the committees on which he served which were held during 1993.
Executive Committee. The Executive Committee held seven meetings
during 1993. This committee, except when limited by law, exercises all of the
powers and duties of the Board of Directors in the management of the Company
when the Board is not in session and which are not in conflict with specific
powers conferred by the Board upon any other committee. The Executive
Committee serves as counsel to the Chief Executive Officer, reviews budgets
and financial planning, recommends actions relating to dividends, and monitors
advertising and philanthropic activities. The committee also recommends the
slate of nominees to be presented for election at the Annual Meeting of
Stockholders and recommends assignments of directors to serve on Board
Committees. Any stockholder may recommend to the Executive Committee persons
for nomination as director by writing to the Secretary of the Company stating
the full name, address and qualifications of each such nominee.
Management Development and Corporate Performance Committee
(the "Performance Committee"). The Performance Committee held six
meetings during 1993. This committee (1) reviews the investment policies of
the Company's Retirement Plan, selects its investment managers and monitors
the performance of such investment managers; (2) recommends to the Board
persons to serve as officers of the Company (and its subsidiaries); (3)
recommends to the Board salary and compensation levels, including fringe
benefits, for officers and directors of the Company; (4) reviews Company
compensation plans; (5) provides direction regarding the operation of the
Company's Retirement Plan and other employee welfare benefit plans; (6)
reviews management's resources and development and recommends to the Board
succession plans for senior management; (7) reviews annually management's
13
<PAGE>
long-range strategic plans, goals and objectives prior to the submission of
such plans to the Board; (8) reviews the Company's active operating
performance; (9) reviews the Company's performance in regard to well-being of
employees, including safety, health and equality of treatment; (10) reviews
outside relationships, including those with governments, other businesses and
the community; and (11) reviews the impact of regulations, litigation and any
public policy controversies that may affect the Company.
The Long-Term Compensation Subcommittee of the Performance
Committee. The Long-Term Compensation Subcommittee of the Performance
Committee held one meeting in 1993. The Long-Term Compensation Subcommittee
of the Performance Committee recommends to the Long-Term Compensation
Committee awards to be made under the SCANA Performance Share Plan (the
"Performance Share Plan"). This subcommittee is composed of non-employee
members of the Performance Committee, each of whom is required to be a
"disinterested person" within the context of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended.
Long-Term Compensation Committee. The Long-Term Compensation
Committee held one meeting during 1993. The Long-Term Compensation Committee
administers the Performance Share Plan and is composed of non-employee members
of the Board of Directors, each of whom is required to be a "disinterested
person" within the context of Rule 16b-3 of the Securities Exchange Act of
1934, as amended.
Audit Committee. The Audit Committee held three meetings during
1993. The Audit Committee meets with the Company's internal auditors and
independent public accountants to discuss and evaluate the scope and results
of audits and the Company's accounting procedures and controls. It reviews
the Company's Annual Report on Form 10-K prior to its filing with the
Securities and Exchange Commission. The Audit Committee also discusses the
scope of the annual audit of the Company's consolidated financial statements
and other services performed or to be performed by the independent public
accountants and reports its findings and recommendations from such meetings to
the Board of Directors.
14
<PAGE>
Nuclear Oversight Committee. The Nuclear Oversight Committee held
two meetings in 1993. This committee monitors the Company's nuclear
operations and meets periodically with Company management to discuss and
evaluate the Company's nuclear operations, including regulatory matters,
operating results, training and other related topics. The Nuclear Oversight
Committee also participates in an annual meeting to review overall past
performance and future plans for nuclear operations, tours the plant and
training facilities at least once a year and on a periodic basis reviews with
the Institute of Nuclear Power Operations that organization's appraisal of the
Company's nuclear operations.
COMPENSATION OF DIRECTORS
Fees
During 1993, directors who were not employees of the Company were paid
$14,500 annually for services rendered, plus $1,500 for each Board meeting
attended and $700 for attendance at a committee meeting which is not held on
the same day as a regular meeting of the Board. The fee for attendance at a
telephone conference meeting is $150. The fee for attendance at a conference
is $500. In addition, directors are paid, as part of their compensation,
travel, lodging and incidental expenses related to attendance at meetings and
conferences. Directors who are employees of the Company or its subsidiaries
receive no compensation for serving as directors or attending meetings.
Deferral Plan
The Company has a plan pursuant to which directors may defer all or a
portion of their fees for services rendered and meeting attendance. Interest
is earned on the deferred amounts at a rate set by the Performance Committee.
During 1993 and currently, the rate is set at the announced prime rate of The
South Carolina National Bank. During 1993, the only director participating in
the plan was Mr. Rhodes. Interest credited to Mr. Rhodes' deferral account
during 1993 was $8,526.
Endowment Plan
Each director participates in the Directors' Endowment Plan, which
15
<PAGE>
provides for the Company to make a tax deductible, charitable contribution
totaling $500,000 to institutions of higher education nominated by the
director. A portion is contributed upon retirement of the director and the
remainder upon the director's death. The plan is funded in part through
insurance on the lives of the directors. Designated in-state institutions of
higher education must be approved by the Chief Executive Officer of the
Company; any out-of-state designation must be approved by the Performance
Committee. The designated institutions are reviewed on an annual basis by the
Chief Executive Officer to assure compliance with the intent of the program.
The plan is intended to reinforce the Company's commitment to quality higher
education and is intended to enhance the Company's ability to attract and
retain qualified board members.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no executive officer-director interlocks where an executive
officer of SCANA Corporation serves on the compensation committee of another
company that has an executive officer serving on the SCANA Board of Directors.
Messrs. Hipp, McMaster, Rhodes and Warren are all members of the Long-Term
Compensation Committee which administers the Performance Share Plan.
Messrs. Hipp and Rhodes also are members of the Performance Committee which
generally handles all other executive compensation matters. Mr. Warren was
the Chief Executive Officer of the Company from April 23, 1986 until
January 31, 1990. Information with respect to transactions with entities
with which Messrs. Hipp, McMaster, Rhodes and Warren are connected can be
found in the paragraphs below. Mr. Gressette, Chairman of the Board, Chief
Executive Officer and President of the Company, is an ex-officio (i.e.
nonvoting) member of the Performance Committee. The Performance Committee
receives his input on compensation matters concerning executive compensation
of other officers but the committee deliberates and makes its decisions
without his participation.
Mr. Rhodes is the Chairman and Chief Executive Officer of Rhodes Oil
Company, Inc. Purchases from Rhodes Oil Company, Inc. totaling $62,500 for
16
<PAGE>
fuel oil and gasoline were made during 1993 by the Company and its
subsidiaries. It is anticipated that such purchases will continue in the
future.
Mr. McMaster is the President and Manager of Winnsboro Petroleum Company.
Purchases from Winnsboro Petroleum Company totaling $77,549 for fuel oil and
gasoline were made during 1993 by the Company and its subsidiaries. It is
anticipated that such purchases will continue in the future.
Mr. Hipp is the President and Chief Executive Officer of The Liberty
Corporation. Mr. Hipp and Mr. Warren are directors of The Liberty
Corporation. In January 1994, the Company and its wholly owned subsidiary
SCANA Development Corporation ("SDC") entered into an agreement, amended in
March, 1994, to sell certain of the assets of SDC to Liberty Properties Group,
Inc., a subsidiary of The Liberty Corporation, for approximately
$49.6 million. Closing of the transaction is expected to be completed in May,
1994.
In addition, during 1993 certain of the insurance policies purchased by
the Company and its subsidiaries on the lives of employees, officers and
directors were written by Liberty Life Insurance Company, a subsidiary of the
Liberty Corporation and it is expected that this relationship will continue in
the future. The total amount paid during 1993 by the Company and its
subsidiaries to Liberty Life Insurance Company was $538,905.
EXECUTIVE COMPENSATION
The following table contains information with respect to compensation
paid or accrued during the years 1993, 1992 and 1991 to the Chief Executive
Officer of the Company and to each of the other four most highly compensated
executive officers of the Company during 1993 who were serving as executive
officers of the Company at the end of 1993.
17<PAGE>
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation
<S> <C> <S> <C> <C> <C> <S><C> <C> <C>
Payouts All other4
compensa-
Name and principal position Year Other annual2 tion ($)
Salary Bonus1 compensa- LTIP3
($) ($) tion ($) payouts ($)
(a) (b) (c) (d) (e) (h) (i)
L. M. Gressette, Jr. 1993 383,5575 186,615 57,375 266,007 23,013
Chairman of the Board, 1992 368,426 0 60,448 82,151 22,104
President, Chief Executive 1991 339,904 144,000 61,600
Officer and Director -
SCANA Corporation and
Chairman of the Board and
Chief Executive Officer --
all company subsidiaries
B. D. Kenyon 1993 297,760 99,090 4,201 125,792 17,866
Director - SCANA Corporation 1992 291,355 0 3,265 46,250 17,481
President and Chief Operating 1991 262,925 81,450 0
Officer -- South Carolina
Electric & Gas Company
W. B. Timmerman 1993 220,752 95,738 2,828 109,768 13,245
Senior Vice President, 1992 215,817 0 2,303 33,906 12,949
Chief Financial Officer, 1991 187,615 70,950 33,000
Controller and Director --
SCANA Corporation
Max Earwood 1993 214,686 95,738 689 87,334 13,135
President -- South Carolina 1992 194,237 59,160 27,090 33,906 11,6546
Pipeline Corporation 1991 175,049 56,700 16,500
Cathy B. Novinger 1993 154,623 48,450 2,410 58,489 6,194
Senior Vice President - 1992 152,268 0 961 23,556 9,136
Governmental, Regulatory and 1991 137,401 38,100 17,000
Public Affairs --
SCANA Corporation
______________
1 Payments under the annual Performance Incentive Plan described hereafter.
2 Other annual compensation consists of (i) perquisites for those named
individuals whose perquisites exceeded the lessor of 10% of their salary
and bonus or $50,000 and (ii) payments to cover taxes on benefits. In
1992 the perquisites for Messrs. Gressette and Earwood included
compensation related to the Whole Life Option described hereafter in the
amounts of $50,018 and $20,720, respectively. In 1993 the perquisites for
Mr. Gressette included compensation related to the Whole Life Option in the
amount of $50,018.
3 Payments under the long-term Performance Share Plan described hereafter.
4 All other compensation includes Company contributions to the Savings Plan
and the Supplementary Voluntary Deferral Plan described hereafter based on
the funding formula for all employees of the Company.
5 Reflects actual salary paid in 1993. Base salary of $395,000, as
referenced on page 25, became effective in May of 1993; the 1992
salary of $360,000 was in effect from January to April of 1993.
6 Adjusted from last year's Proxy Statement to exclude employee contributions
under the Supplementary Voluntary Deferral Plan in the amount of $7,770.
These contributions were also included in the "Salary" column as is
required.
</TABLE>
18<PAGE>
<PAGE>
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate by
reference future filings, including this Proxy Statement, in whole or in part,
the following report and the Performance Graph on page 29 shall not be
incorporated by reference into any such filings.
REPORT OF THE MANAGEMENT DEVELOPMENT AND CORPORATE PERFORMANCE COMMITTEE
AND THE LONG-TERM COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
SCANA's executive compensation program is designed to support the
Company's overall objective of creating shareholder value. This is
accomplished through the following:
* Hiring and retaining the calibre of executive talent needed to
manage the Company today and to position it for the future.
* Having a pay-for-performance philosophy throughout the Company that
links rewards to overall corporate results, as well as specific
business unit results.
* Placing a substantial portion of pay for senior executives "at-
risk", and closely aligning the interests of the executives with
the long-term interests of the shareholders through the Performance
Share Plan.
* Balancing the elements of the compensation program to appropriately
reflect the Company's financial, customer-oriented and strategic
goals.
We believe the program plays a key role in keeping our executives focused
on enhancing shareholder value.
A description of the components of the Company's executive compensation
program follows. Following that is a discussion of the compensation paid in
1993 to the Company's Chief Executive Officer.
Elements of the Program
Total executive compensation consists of three key components: base
19
<PAGE>
salary, short-term incentive compensation ("Performance Incentive Plan"), and
long-term incentive compensation ("Performance Share Plan").
Compensation levels for these components are established based on a
comparison to the median of the market. For this purpose, the "market"
consists of a cross-section of other utilities of similar size in varying
geographic locations, utilities in adjacent states and smaller
telecommunications companies. Results are adjusted to take into account
differences in company revenue size.
Most of the market companies are included in the Performance Share Plan
Peer Group ("PSP Peer Group") shown in the Performance Graph. The Company
believes that the most direct competitors for executive talent are not
necessarily all the companies included in the PSP Peer Group or in the S&P
Utilities Index.
Although each component in the total executive compensation package is
compared to the market median, not all components are targeted to match that
level of competitiveness. The competitive objective for each component of pay
is described in the following paragraphs.
The following describes in more detail each element of the Company's
compensation program for executive officers and its relationship to the
Company's corporate goals. In determining each component of compensation, all
elements of the compensation package, including severance plans, insurance and
other benefits are considered.
Base Salaries
Base salaries for officers are targeted at slightly below the market
median of the market comparator group described above. They are reviewed
annually by the Performance Committee, and subjectively adjusted to recognize
the executive's personal performance for the preceding year (particularly as
to how that performance contributed to overall Company results). Adjustments
also may be made to reflect relative levels of responsibility, prior
experience, breadth of knowledge and market pay practices.
A recent study by an independent consulting firm showed that, overall,
20
<PAGE>
the Company's officer base salaries are somewhat below the market median base
salaries. Although increases from 1992 to 1993 brought salaries closer to
market levels, they remain slightly below market for the officers as a group.
Targeting base salaries slightly below the market emphasizes the
Company's pay-for-performance philosophy, and is only one element of the total
executive pay package. Maintaining competitive pay opportunities, on an
overall pay basis, has been effective in establishing and maintaining a highly
competent executive team at SCANA.
Annual Performance Incentive Plan
The Company has annual Performance Incentive Plans for officers of SCANA
and its subsidiaries. The plans promote the Company's pay-for-performance
philosophy, as well as its goal of having a meaningful amount of executive pay
"at-risk." Through these plans, financial incentives are provided in the form
of annual cash bonuses that are paid only when corporate, business unit and
individual goals are achieved.
Short-term incentive awards are targeted below the median of the market.
Executives eligible for these plans are assigned threshold, target and maximum
bonus levels as a percentage of salary level. Bonuses earned are based on the
level of the preestablished goals achieved. Award payouts may increase to a
maximum of 1.5 times target, if Company performance exceeds the goals
established. Even if this were to occur, payouts would still be below the
market median. Award payouts may decrease, generally to a minimum of one-half
the target-level awards, if Company performance is below targeted goals.
Awards earned based on the achievement of preestablished goals may nonetheless
be decreased to zero (as was done in 1992), if the Performance Committee in
its discretion determines that actual results do not warrant the levels of
payouts otherwise earned.
The various plans in which officers of SCANA and its subsidiaries
participate focus generally on short-term goals affecting profitability,
efficiency, quality of service, customer satisfaction and progress toward the
Company's strategic objectives for SCANA and its various business units. New
21
<PAGE>
performance categories for officers in the various plans are established
annually. Specific performance measures, and their weights, also vary from
year to year.
For 1993, the specific measures in each plan, and their weights, for the
officers included in the Summary Compensation Table on page 18 are described
below. The relationship of performance to payouts for the officers in each
plan also is discussed.
* For officers of SCANA, 80% of the total award is based on corporate
Earnings Per Share ("EPS") goals. The remaining 20% is tied to the
achievement of individual performance goals, and is awarded on a
discretionary basis.
Specific EPS goals are established that correspond to threshold,
target and maximum payouts for the EPS portion of awards. For
1993, SCANA's EPS results were sufficient to result in maximum
payouts for that portion of the awards. Individual performance for
corporate officers also was determined to be sufficient to result
in maximum-level payouts for that portion of the awards.
* Awards for officers of South Carolina Electric & Gas Company
("SCE&G") are based on three performance categories: corporate
EPS, numerous corporate and Strategic Business Unit ("SBU")
financial and productivity goals, and additional SBU strategic
initiatives (i.e., activities that focus on improvements in
existing operating procedures, quality of service and product,
human resources matters, etc.). One-third of the total award is
based on results in each performance category. Threshold, target
and maximum performance levels are established for each category;
payouts will vary based on the actual level of performance
achieved.
For 1993, the overall SCE&G performance in all three categories was
such that payouts exceeded target-level awards, but were less than
the maximum awards possible. Although results for the first two
22
<PAGE>
performance categories were above target performance levels,
results in the strategic initiative category were below that level.
* The plan for South Carolina Pipeline Corporation ("SCPC") officers
measures SCPC revenues, and operation and maintenance cost
reduction. Each of the measures is weighted equally.
For 1993, SCPC achieved goals for both measures at the maximum
possible level. Payouts thus were made at the predetermined
maximum percentage of salaries for participants in that plan.
Long-Term Performance Share Plan
The Company has a long-term Performance Share Plan for officers of SCANA
and its subsidiaries. The long-term Performance Share Plan measures the
Company's Total Shareholder Return ("TSR") relative to a group of peer
companies over a three-year period. The PSP Peer Group includes 97 electric
and gas utilities, none of which have annual revenues of less than $100
million.
Total Shareholder Return is stock price increase over the three-year
period, plus cash dividends paid during the period, divided by stock price as
of the beginning of the period. Comparing the Company's TSR to a large group
of other utilities reflects the Company's recognition that investors could
have invested their funds in other utility companies. Comparing SCANA TSR
against the TSR of the PSP Peer Group measures how well SCANA did when
compared to others operating in similar interest, tax, economic and regulatory
environments.
Executives eligible to participate in the Performance Share Plan are
assigned target award opportunities based primarily on their salary level. In
determining award sizes, levels of responsibilities and competitive practices
also are considered. Target awards are established at levels slightly below
the median of the market and represent a significant portion of executives
"at-risk" compensation. But, to provide additional incentive for executives,
and to ensure that executives are only rewarded when shareholders gain, actual
payouts may exceed the median of the market when performance is outstanding.
23
<PAGE>
For lesser performance, awards will be at or below the market median.
Payouts occur when the Company's TSR is in the top two-thirds of the
PSP Peer Group, and vary based on SCANA's ranking against the peer group.
Executives earn target payouts at the 50th percentile of three-year
performance. Maximum payouts will be made at 1.5 times target when SCANA's
TSR is at or above the 75th percentile of the peer group. No payouts will be
earned if performance is in the bottom one-third of the peer group. Awards
are denominated in shares of SCANA Common Stock and may be paid in either
stock or cash or a combination of the two.
For the three-year period from 1991 through 1993, SCANA's TSR was at the
79th percentile of the PSP Peer Group. This resulted in payouts in February
1994 at the maximum level possible.
Conclusion
The combination of base salary, the annual Performance Incentive Plans,
and the long-term Performance Share Plan provides an opportunity to bring an
officer's compensation in total to the median market level. These elements of
compensation are balanced to provide increased motivation for executives to
contribute to the Company's overall future success, thus enhancing the value
of the Company for the shareholders' benefit.
Policy with Respect to the $1 Million Deduction Limit
Recently enacted Section 162(m) of the Internal Revenue Code generally
limits to $1 million the corporate deduction for compensation paid to
executive officers named in the Proxy Statement, unless certain requirements
are met. These Committees have carefully considered the impact of this new
tax code provision on the current executive compensation program.
At this time, SCANA's deduction for officer compensation is not limited
by the provisions of Section 162(m). Nonetheless, the Committees intend to
take such actions with respect to the executive compensation program as (and
when) necessary to preserve the corporate tax deduction for executive
compensation paid.
24<PAGE>
<PAGE>
Compensation of Chief Executive Officer in 1993
In 1993, the compensation of the Company's Chief Executive Officer,
Mr. Gressette, consisted of the following:
* Base salary of $395,000 which was derived by reference to executive
pay at other utilities, as described above. This amount is
slightly below the median base salary for the market.
Mr. Gressette's salary increase of $35,000 from 1992 to 1993 was
based on external pay practices, as well as the Performance
Committee's subjective assessment of his performance during the
preceding year, the duties and responsibilities of his position and
his contributions to the long-term success of the Company. No one
specific factor was weighted more than any other factor.
* In 1993, Mr. Gressette's annual Performance Incentive Plan payout
of $186,615 represented 45% of the salary level for his position.
His target award, by contrast, was 30% of that salary level. The
amount of his actual payout reflects maximum possible performance
in both the EPS performance measure category (see discussion above)
and the individual performance category (as determined by the
Performance Committee based on a subjective evaluation of his
performance).
* Mr. Gressette's long-term Performance Share Plan target award is
30% of his position's established salary level at the time the
award is granted. During 1993, he was granted a target award of
4,100 performance shares. The 30% was determined by the Long-Term
Compensation Committee based on the participant's salary, level of
responsibility and competitive practices.
Based on SCANA's TSR ranking for 1991 through 1993 relative to the
PSP peer group, as described above, Mr. Gressette received (in
February 1994) the maximum possible payout for the performance
shares granted to him in 1991. As of the date the awards were
paid, these shares had a market value of $266,007. As discussed
25
<PAGE>
above, SCANA's TSR results relative to the PSP Peer Group were at
the 79th percentile ranking, resulting in award payouts at the
"outstanding" level.
The 1993 awards under the Performance Share Plan were made by the Long-
Term Compensation Committee, composed of all non-employee directors
(disinterested parties). Mr. Gressette did not participate in its decisions,
nor did he participate in the Performance Committee's decisions concerning
executive compensation.
The Management Development and The Long-Term Compensation Committee
Corporate Performance Committee
H. M. Chapman, Chairman H. M. Chapman, Chairman
W. T. Cassels, Jr. B. L. Amick
B. A. Hagood W. B. Bookhart, Jr.
W. H. Hipp W. T. Cassels, Jr.
Henry Ponder J. B. Edwards
J. B. Rhodes E. T. Freeman
E. C. Wall, Jr. B. A. Hagood
W. H. Hipp
F. C. McMaster
Henry Ponder
J. B. Rhodes
E. C. Wall, Jr.
John A. Warren
PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
of the Company assuming reinvestment of dividends with that of the PSP Peer
Group, the S&P Utilities and the S&P 500. The PSP Peer Group was chosen for
comparison since the Company's TSR is measured against this group to determine
awards which are paid under the Performance Share Plan. This group consists
of 97 utilities which are either electric, gas or a combination of both. The
associated index is prepared by Hewitt Associates, a compensation and benefits
consulting company, and was approved by the Performance Committee. The index
consists of the following companies:
26<PAGE>
<PAGE>
Allegheny Power System
American Electric Power
Atlantic Energy, Inc.
Baltimore Gas & Electric
Bangor Hydro-Electric Co.
Black Hills Corp.
Boston Edison Co.
Carolina Power & Light
Centerior Energy Corp.
Central Louisiana Electric
Central Hudson Gas & Electric
Central Main Power Co.
Central Vermont Pub. Service
Central & Southwest Corp.
Cilcorp, Inc.
Cincinnati Gas & Electric
CIPSCO, Inc.
Citizens Utilities
CMS Energy Corp.
Commonwealth Edison
Commonwealth Energy System
Consolidated Edison of NY
Delmarva Power & Light
Detroit Edison Co.
Dominion Resources
DPL, Inc.
DQE, Inc.
Duke Power Co.
Eastern Utilities Associates
El Paso Electric Co.
Empire District Electric Co.
Entergy Corp.
Florida Progress Corp.
FPL Group, Inc.
General Public Utilities
Green Mountain Power Corp.
Gulf States Utilities Co.
Hawaiian Electric Inds.
Houston Industries, Inc.
Idaho Power Co.
IES Industries, Inc.
Illinois Power Co.
Interstate Power Co.
Iowa-Illinois Gas & Electric
Ipalco Enterprises, Inc.
Kansas City Power & Light
KU Energy Corp.
LG&E Energy Corp.
Long Island Lighting
Madison Gas & Electric Co.
Midwest Resources
Minnesota Power & Light
Montana Power Co.
Nevada Power Co.
New England Electric System
New York State Electric & Gas
Niagara Mohawk Power
NIPSCO Industries, Inc.
Northeast Utilities
Northern States Power
Northwestern Public Service Co.
27
<PAGE>
Ohio Edison Co.
Oklahoma Gas & Electric
Orange & Rockland Utililities
Otter Tail Power Co.
Pacific Gas & Electric
Pacificorp
Pennsylvania Power & Light
Philadelphia Electric Co.
Pinnacle West Capital
Portland General Corp.
Potomac Electric Power
PSI Resources, Inc.
Public Service Co. of New Mexico
Public Service Co. of Colorado
Public Service Enterprise Group
Puget Sound Power & Light
Rochester Gas & Electric
San Diego Gas & Electric
SCEcorp, Inc.
Sierra Pacific Res.
Southern Co.
Southern Indiana Gas & Electric
Southwestern Public Service Co.
TECO Energy, Inc.
Texas Utilities Co.
TNP Enterprises, Inc.
Tucson Electric Power Co.
Union Electric Co.
United Illuminating Co.
Unitil Corp.
Utilicorp United, Inc.
Washington Water Power
Western Resources, Inc.
Wisconsin Energy Corp.
Wisconsin Public Service
WPL Holdings, Inc.
28<PAGE>
<PAGE>
INSERT LINE GRAPH
29<PAGE>
<PAGE>
DESCRIPTION OF PLANS
Performance Incentive Plans
Descriptions of the Company's annual Performance Incentive Plans and
long-term Performance Share Plan for officers are in the Report of the
Performance Committee and the Long-Term Compensation Committee above.
The following table shows the target awards made in 1993 for potential
payment in 1996 under the long-term Performance Share Plan, and estimated
future payouts under that plan at threshold, target and maximum levels.
LONG-TERM INCENTIVE PLAN
TARGET AWARDS FOR 1993 TO BE PAID IN 1996
Performance Estimated Future Payouts Under
Number of or Other Non-Stock Price-Based Plans
Shares, Period ______________________________
Units or Until
Other Maturation Threshold Target Maximum
Name Rights (#) or Payout ($ or #) ($ or #) ($ or #)
(a) (b) (c) (d) (e) (f)
L. M. Gressette, Jr. 4,100 1993 - 1995 1,640 4,100 6,150
B. D. Kenyon 1,810 1993 - 1995 724 1,810 2,715
W. B. Timmerman 1,580 1993 - 1995 632 1,580 2,370
Max Earwood 1,580 1993 - 1995 632 1,580 2,370
C. B. Novinger 800 1993 - 1995 320 800 1,200
Payouts occur when the Company's TSR is in the top two-thirds of the
PSP Peer Group, and vary based on SCANA's ranking against the peer group.
Executives earn target payouts at the 50th percentile of three-year
performance. Maximum payouts will be made at 1.5 times target when SCANA's
TSR is at or above the 75th percentile of the peer group. No payouts will be
earned if performance is in the bottom one-third of the peer group. Awards
are denominated in shares of SCANA Common Stock and may be paid in either
stock or cash or a combination of the two.
Defined Contribution Plans
Under the Savings Plan, most of the Company's employees and employees of
certain of its subsidiaries may contribute up to 15% of their eligible
30
<PAGE>
earnings. The Company matches each employee's contribution on a dollar-for-
dollar basis up to a maximum of 6% of the participant's eligible earnings as
limited by the Internal Revenue Code (IRC). Both Company and employee
contributions are invested in the Company's Common Stock.
In addition to the Savings Plan, the Company has a Supplementary
Voluntary Deferral Plan (the "Supplementary Plan") for certain highly
compensated employees. The Supplementary Plan is designed to provide
employees whose participation in the Savings Plan is limited by the IRC with
the ability to contribute and receive matching contributions in the same
percentage as employees generally. However, unlike the Savings Plan where
actual shares of Common Stock are acquired, under the Supplementary Plan the
deferred amounts and matches are only accounted for as though shares of Common
Stock had been purchased.
Defined Benefit Plans
In addition to the qualified Retirement Plan for all employees, the
Company has Supplemental Executive Retirement Plans ("SERP") for certain
eligible employees, including officers. A SERP is an unfunded plan which
provides for benefit payments in addition to those payable under a qualified
retirement plan. It maintains uniform application of the Retirement Plan
benefit formula and would provide, among other benefits, payment of Retirement
Plan formula pension benefits, if any, which exceed those payable under the
IRC maximum benefit limitations.
The following table illustrates the estimated maximum annual benefits
payable upon retirement at normal retirement date under the Retirement Plan
and the SERPs. Benefits are computed based on a straight-life annuity with an
unreduced 60% surviving spouse benefit. The amounts in this table assume
continuation of the primary Social Security benefits in effect at January 1,
1994 and are not subject to any deduction for Social Security or other offset
amounts.
31
<PAGE>
Pension Plan Table
Final Service Years
Average Pay 15 20 25 30 35
$125,000 35,130 46,840 58,550 70,260 72,595
150,000 42,630 56,840 71,050 85,260 88,220
175,000 50,130 66,840 83,550 100,260 103,845
200,000 57,630 76,840 96,050 115,260 119,470
225,000 65,130 86,840 108,550 130,260 135,095
250,000 72,630 96,840 121,050 145,260 150,720
300,000 87,630 116,840 146,050 175,260 181,970
350,000 102,630 136,840 171,050 205,260 213,220
400,000 117,630 156,840 196,050 235,260 244,470
450,000 132,630 176,840 221,050 265,260 275,720
500,000 147,630 196,840 246,050 295,260 306,970
The compensation shown in the column labeled "Salary" of the Summary
Compensation Table for the individuals named therein is covered by the
Retirement Plan and/or a SERP. Messrs. Gressette, Kenyon, Timmerman and
Earwood and Mrs. Novinger now have credited service under the Retirement Plan
(or its equivalent under the SERP) of 31, 20, 15, 36 and 23 years,
respectively.
The Company also has a Key Employee Retention Program (the "Key Employee
Retention Program") covering officers and certain other executive employees
that provides supplemental retirement and/or death benefits for participants.
Under the program the Company will pay to each participant for 180 months,
upon retirement at or after age 65, a monthly retirement benefit equal to 25%
of the average monthly salary of the participant over his final 36 months of
employment prior to age 65, or an optional death benefit payable to a
participant's designated beneficiary monthly for 180 months, in an amount
equal to 35% of the average monthly salary of the participant over his final
36 months of employment prior to age 65. In the event of the participant's
death prior to age 65, the Company will pay to the participant's designated
beneficiary for 180 months, a monthly benefit equal to 50% of such
participant's base monthly salary in effect at death.
All of the executive officers named in the Summary Compensation Table
above are participating in the program. Estimated annual retirement benefits
payable at age 65 based on projected eligible compensation (assuming increases
32
<PAGE>
of 4% per year) to the five executive officers named in the Summary
Compensation Table are as follows: Mr. Gressette - $106,863; Mr. Kenyon -
$126,347; Mr. Timmerman - $105,411; Mr. Earwood - $59,519; and Mrs. Novinger -
$82,894.
Life Insurance Plans
The Company offers its officers and certain other highly-compensated
employees an option to choose whole life insurance (the "Whole Life Option")
in lieu of the term life insurance provided employees generally. Under this
plan, the employee becomes the owner of a policy with a death benefit of
between $200,000 and $550,000 depending upon the salary grade of the employee.
Termination, Severance and Change of Control Arrangements
The Company has a Key Executive Severance Benefit Plan (the "Severance
Plan") intended to assure the objective judgment of, and to retain the
loyalties of, key executives when the Company is faced with a potential change
in control or a change in control by providing a continuation of salary and
benefits after a participant's employment is terminated by the Company during
a potential change in control, after a change in control without just cause,
disability, retirement or death or by the participant for good reason after a
change in control. All of the executive officers named in the Summary
Compensation Table except Mr. Gressette have been designated as participants
in the Severance Plan.
When a potential change in control occurs, a participant is obligated to
remain with the Company for six months unless his employment is terminated for
disability or normal retirement or until a change in control occurs. Upon a
change in control resulting in an officer's termination, the Severance Plan
provides for guaranteed severance payments equal to three times the annual
compensation of the officer plus payments under certain of the Company's
incentive and retirement plans. The officer also would receive an additional
amount (a "gross-up" payment) for any IRC Section 4999 excess tax or any such
other similar tax applicable to the severance payments. In addition, for 36
months after termination, the officer would receive coverage for medical
33
<PAGE>
benefits and life insurance so as to provide the same level of benefits
previously enjoyed under group plans or individual policy contracts or
otherwise as determined by the Executive Committee of the Board of Directors.
Such benefits however would be reduced to the extent that the participant
receives similar benefits during the period from another employer.
In addition to the Severance Plan, in the event of a merger,
consolidation or acquisition in which the Company is not the surviving
corporation, target awards under the Performance Share Plan will become
immediately payable based on the Company's shareholder return performance as
of the end of the most recently completed calendar year for each performance
period as to which the grant of target shares has occurred at least six months
previously.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock, to file initial and periodic
reports of ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Executive officers, directors and greater than 10%
beneficial owners are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than 10% beneficial owners were
complied with, except that one report was filed late by each of Cathy B.
Novinger and James B. Edwards, covering one and two transactions,
respectively.
34
<PAGE>
APPROVAL OF RECOMMENDATION WITH RESPECT TO APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS - PROPOSAL 2
Action is to be taken at the Annual Meeting with respect to the
recommendation of the Company's Board of Directors that Deloitte & Touche be
appointed as independent public accountants to audit the books of the Company
for the year ending December 31, 1994. Deloitte & Touche has been regularly
employed by the Company for many years to examine its books and accounts and
for other purposes, for which services their customary fees have been paid.
Representatives of Deloitte & Touche are expected to be present at the
Annual Meeting and will have an opportunity to make such statements as they
may desire. Such representatives are expected to be available to respond to
appropriate questions from stockholders.
SUBMISSION DATE FOR STOCKHOLDER PROPOSALS
FOR 1995 ANNUAL MEETING
In order to be presented at the Company's 1995 Annual Meeting of
Stockholders, a stockholder proposal must be received at the principal office
of the Company, 1426 Main Street, Columbia, South Carolina 29201, by
November 22, 1994.
GENERAL
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter which will come before the meeting. In the event
that any other matter legally comes before the meeting, the persons named in
the accompanying form of Proxy intend to vote all proxies in accordance with
their judgment on such matters.
Shares represented at the Annual Meeting by properly executed and dated
Proxies in the accompanying form will be voted and, where the stockholder
specifies by means of the ballot set forth in the form of Proxy a choice with
respect to any matter to be acted upon, the shares will be voted in accordance
with the specification so made.
The cost of soliciting proxies relating to the Annual Meeting will be
35
<PAGE>
borne by the Company. Directors, officers and regular employees of the
Company may solicit proxies from the larger stockholders, which solicitation
may be made by telephone, telegram or personal interview. In addition, upon
the request of brokers, dealers, banks and voting trustees and their nominees,
who are holders of record of shares of the Company's Common Stock on the
record date referred to above, the Company will pay their reasonable expenses
for completing the mailing of copies of this Notice of Meeting and Proxy
Statement and of the enclosed form of Proxy to the beneficial owners of such
shares of Common Stock. The Company has retained Georgeson & Company, Wall
Street Plaza, New York, New York 10005, to assist in the solicitation of
proxies from brokers, dealers, banks and voting trustees and their nominees,
at a fee of $9,500 plus reasonable out-of-pocket expenses.
SCANA CORPORATION
KEVIN B. MARSH, Secretary
MARCH 22, 1994
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW.
36<PAGE>
<PAGE>
FORM OF PROXY
SCANA CORPORATION
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints L. M. Gressette, Jr. and Bruce D. Kenyon,
or either of them, as proxies with full power of substitution, to vote all
shares of Common Stock standing in the undersigned's name on the books of the
Company, at the Annual Meeting of Stockholders on April 28, 1994 and at any
adjournment thereof, as instructed on the reverse hereof and upon all motions
and resolutions which may properly be presented for consideration at said
meeting.
1. To elect the nominees listed on the reverse as directors for the terms
specified (Proxy Statement page 4).
2. To approve the appointment of Deloitte & Touche as independent
accountants for the Company (Proxy Statement page 35).
37<PAGE>
<PAGE>
PLEASE MARK VOTES /X/
Voting Instructions for Proposal 1
To vote for all nominees, mark the "For" box. To withhold voting for all
nominees, mark the "Withhold" box. To withhold voting for a particular
nominee, mark the "For All Except" box and enter the name(s) of the
exception(s) in the space provided; your shares will be voted for the
remaining nominees.
The Directors recommend a vote
"For" the Election as Directors of
All Nominees and "For" Proposal 2
For All
For Withhold Except *
___ ___ ___
1. Election of All Class I Nominees |___| |___| |___|
Listed Below - Term Expires 1997
Benjamin A. Hagood, Bruce D. Kenyon, Henry Ponder,
William B. Timmerman and E. Craig Wall, Jr.
* Exceptions:
For Against Abstain
___ ___ ___
2. Approval of Appointment of |___| |___| |___|
Independent Accountants
Please sign, date and mail this card promptly in the postage prepaid return
envelope provided. If stock is held in the name of joint holders, each should
sign. If signing as a trustee, executor, etc., please so indicate.
Dated ___________________, 1994
Sign here X__________________________
exactly as name(s) appears on this card
X__________________________
If no specification is made, the shares represented by this Proxy will be
voted for the Election as Directors of All Nominees and "For" Proposal 2
above.
38
