Rule 424(b)(1)
Registration Statement No. 33-62421
$4,500,000
SCANA Corporation
Common Stock
The Common Stock of SCANA Corporation (the "Company") is
listed on the New York Stock Exchange under the symbol "SCG." On
September 19, 1995, the last reported sale price of the Company's
Common Stock on the New York Stock Exchange was $23 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Proceeds to
Price to Discounts and Company(2)
Public Commissions(1)
Per Share. . . . . . . . $ 23.00 $ .59 $ 22.41
Total. . . . . . . . . . $103,500,000 $2,655,000 $100,845,000
Total Assuming Full
Exercise of Over-Allotment
Option (3) . . . . . . . $119,025,000 $3,053,250 $115,971,750
(1) See "Underwriting."
(2) Before deducting expenses estimated at $180,000, which are
payable by the Company.
(3) Assuming the exercise in full of the 45-day option granted by
the Company to the Underwriters to purchase up to 675,000
additional shares, on the same terms, solely to cover over-
allotments. See "Underwriting."
The shares of Common Stock are offered by the Underwriters,
subject to prior sale, when, as and if delivered to and accepted by
the Underwriters, and subject to their right to reject orders in
whole or in part. It is expected that delivery of the Common
Stock will be made in New York City on or about September 25, 1995.
PaineWebber Incorporated The Robinson-Humphrey Company, Inc.
The date of this Prospectus is September 19, 1995.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY
BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
SCANA Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information
statements, and other information filed by the Company can be
inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street NW, Washington, D.C. 20549
and at the Commission's regional offices at Seven World Trade
Center, Suite 1300, New York, New York 10048, and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies
of such material can also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street NW,
Washington, D.C. 20549, at prescribed rates. The Company's common
stock (the "Common Stock") is listed for trading on the New York
Stock Exchange. Reports, proxy and information statements, and
other information concerning the Company may also be inspected at
the offices of such Exchange, 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by the
Company pursuant to the Exchange Act (File No. 1-8809), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994, as amended.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1995.
(c) Current Reports of the Company on Forms 8-K dated April
28 and September 6, 1995.
(d) Form 8-B/A of the Company filed May 26, 1995.
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All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made by
this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to
above that have been incorporated by reference in this Prospectus,
other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents.
Written or telephone requests for such copies should be directed to
H. John Winn, III, Manager-Investor Relations and Shareholder
Services, SCANA Corporation, Columbia, South Carolina 29218,
telephone number (803) 748-3240.
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PROSPECTUS SUMMARY
The following summary information is qualified in its entirety
by reference to the more detailed information and financial
statements appearing elsewhere in this Prospectus and in the
documents and information incorporated by reference in this
Prospectus. All information set forth in this Prospectus has been
adjusted to reflect a two-for-one stock split of the Common Stock
effective May 11, 1995. Unless otherwise indicated, the
information in this Prospectus assumes that the Underwriters' over-
allotment option will not be exercised.
The Company
Business.................................. Energy-based holding company
principally engaged through
subsidiaries in electric and
natural gas utility
operations and other energy-
related businesses
Principal Operating Subsidiary............ South Carolina Electric & Gas
Company ("SCE&G")
SCE&G
Electric and Gas Service Areas............ Central, southern and southwestern
South Carolina
Population of Service Area
(at December 31, 1994).................. Approximately 2.3 million
Customers (at June 30, 1995)
Electric............................... 480,070
Gas.................................... 238,364
1994 Electric Energy Sources.............. Coal, 77%; Nuclear, 17%; Purchased
Power and Hydro, 6%
The Offering
Common Stock Offered ..................... 4,500,000 shares
Shares of Common Stock Outstanding on
August 31, 1995........................ 98,286,032 shares
Use of Proceeds........................... For reduction of short-term
indebtedness incurred by the
Company and its subsidiaries for
investment in utility plant and
non-regulated subsidiaries, and for
general corporate purposes
Listed.................................... New York Stock Exchange
Stock Exchange Symbol..................... SCG
Price Range on New York Stock Exchange
Composite Tape from January 1, 1995
through September 19, 1995............. High - $23 1/2 Low - $20 1/2
Closing Price on New York Stock
Exchange on September 19, 1995......... $23
Current Indicated Annual Dividend......... $1.44 ($0.36 quarterly)
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<TABLE>
Summary Financial and Operating Information
(Dollar amounts in millions, except per share amounts)
(Unaudited)
<S> <C> <C> <C> <C> <C>
Twelve Months Ended
June 30, December 31,
1995 1994 1993 1992
Income Statement Data:
Operating Revenues:
Electric.......................... $ 984.9 $ 975.4 $ 940.1 $ 829.5
Gas............................... 345.6 342.7 320.2 305.3
Transit........................... 4.1 4.0 3.9 3.6
Total Operating Revenues........... 1,334.6 1,322.1 1,264.2 1,138.4
Operating Expenses................... 1,058.4 1,062.5 1,018.9 928.6
Operating Income..................... 276.2 259.6 245.3 209.8
Net Income (1)....................... 100.6 115.5 165.2 117.7
Earnings Per Weighted Average
Common Share (1)................... $ 1.05 $ 1.22 $ 1.83 $ 1.42
Dividends Declared Per Common
Share ............................. $ 1.43 $ 1.41 $ 1.37 $ 1.34
Weighted Average Common Shares
Outstanding ....................... 96,247,697 94,762,002 90,406,728 82,949,518
Electric Territorial Sales
(megawatt hours)................... 17,070,593 16,837,881 16,880,271 15,794,001
As of June 30, 1995
Actual Percentage Adjusted(2) Percentage(2)
Capitalization:
Long-Term Debt, Net (3)............... $1,605.9 52.3 $1,605.9 50.7
Preferred Stock (not subject to
purchase or sinking funds).......... 26.0 0.8 26.0 0.8
Preferred Stock, Net (subject to
purchase or sinking funds) (4)...... 47.6 1.6 47.6 1.5
Common Shareholders' Equity........... 1,390.2 45.3 1,490.9 47.0
Total Capitalization......... $3,069.7 100.0 $3,170.4 100.0
Short-Term Debt (5)................... $ 272.1 -
(1) Retroactively restated for the effect of a change in accounting principle, adopted in the
second quarter of 1995, to the full cost method of accounting for the Company's oil and gas
production operations. Non-cash charges related to reserve adjustments required by the
"ceiling test" under the full cost method of accounting for oil and gas operations at
SCANA Petroleum Resources, Inc. ("Petroleum Resources") were $.80 per share for the
twelve months ended June 30, 1995 and $.65 per share and $.01 per share for the years ended
December 31, 1994 and 1992, respectively.
(2) Adjusted to reflect the receipt of the net proceeds from the sale of the Common Stock
offered hereby.
(3) Excludes current portion of long-term debt of $101.6 million.
(4) Excludes current portion of preferred stock of $2.3 million.
(5) Includes current portion of long-term debt of $101.6 million and of preferred stock of
$2.3 million. See "Use of Proceeds."
</TABLE>
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THE COMPANY
The Company is an energy-based holding company which, through
its subsidiaries, engages principally in electric and natural gas
utility operations and other energy-related businesses.
The principal executive offices of the Company are located at
1426 Main Street, Columbia, South Carolina 29201, telephone (803)
748-3000, and its mailing address is Columbia, South Carolina
29218.
Regulated Businesses
The Company's subsidiaries, including SCE&G, South Carolina
Generating Company and South Carolina Pipeline Corporation, are
engaged in the generation, transmission, distribution and sale of
electricity, the purchase, transmission, distribution and sale at
wholesale and retail of natural gas and the provision of urban bus
service, in various areas of South Carolina. These subsidiaries
own substantially all of the Company's consolidated assets and in
1994 contributed substantially all of its consolidated net income.
Non-regulated Businesses
The Company's other subsidiaries are engaged in the businesses
of (i) acquiring, developing and operating oil and gas producing
properties, (ii) marketing natural gas and light hydrocarbons,
(iii) producing, storing, distributing and selling propane, (iv)
fiber optic, video and radio communications, (v) power plant
management and maintenance services, and (vi) real estate
development and sales, which business is currently in liquidation.
RECENT DEVELOPMENTS
On July 10, 1995, SCE&G filed an application with the Public
Service Commission of South Carolina (the "PSC") for an increase in
retail electric rates. The proposed increase of 8.35% would
produce additional revenues of approximately $76.7 million
annually, if approved. SCE&G has requested that the increase be
implemented in two phases. The first phase, an increase in
revenues of approximately $61.8 annually, or 6.73%, would commence
at the time SCE&G's 385 MW generating station currently under
construction near Cope, S.C. begins commercial operation, which is
expected in January 1996. The second phase is planned in January
1997 and would produce additional revenues of approximately $14.9
million annually, or 1.62% more than current rates. No assurance
can be given as to the adequacy or timing of the rate relief that
will be granted by the PSC. Hearings are scheduled to begin during
November 1995.
During the second quarter of 1995, Petroleum Resources changed
from the successful efforts method to the full cost method of
accounting for its oil and gas operations. The Company believes
the full cost method provides a better matching of revenues and
expenses given the change in Petroleum Resources' primary focus
from a purchaser of producing oil and gas properties to a developer
of reserves on its own or others' properties. The financial
statements of prior periods have been restated to apply the new
method retroactively.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of
the Common Stock for the reduction of short-term indebtedness,
which totaled approximately $159.7 million at August 31, 1995,
exclusive of current maturities of long-term debt and of preferred
stock, at a weighted average interest rate per annum of 5.93%,
incurred by the Company and its subsidiaries for investment in
utility plant and non-regulated subsidiaries, and for general
corporate purposes.
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DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company comprises
150,000,000 shares of Common Stock without par value. As of August
31, 1995, 98,286,032 shares of Common Stock were issued and
outstanding.
The following summary of the terms of the Common Stock does
not purport to be complete and is qualified in its entirety by
reference to the terms set forth in the Restated Articles of
Incorporation as amended (the "Articles of Incorporation") and By-
Laws (the "By-Laws") of the Company included as exhibits to the
Registration Statement of which this Prospectus is a part.
Voting
Holders of Common Stock are entitled to one vote, in person or
by proxy, for each share held on the applicable record date with
respect to each matter submitted to a vote at a meeting of
stockholders, and are not entitled to cumulate their votes.
Preemptive Rights
Holders of Common Stock do not have preemptive rights to
subscribe for additional shares when additional shares are offered
for sale by the Company.
Provisions Relating to Change in Control
The Articles of Incorporation and By-Laws contain provisions
which could have the effect of delaying, deferring or preventing a
change in control of the Company. These provisions are summarized
below.
Corporate Governance Provisions
These provisions establish the classification of directors
into three classes, as nearly equal in number of directors as
possible, each class serving for three years, with one class being
elected each year. There are currently fifteen directors (four
directors in a class with a term expiring in 1996, five directors
in a class with a term expiring in 1997 and six directors in a
class with a term expiring in 1998). The Articles of Incorporation
and By-Laws provide (i) that the authorized number of directors may
range from a minimum of nine to a maximum of twenty, as determined
from time to time by the directors; (ii) that directors can be
removed only (x) for cause or (y) otherwise by the affirmative vote
of the holders of 80% of the shares of stock of the Company
entitled to vote; and (iii) that vacancies and newly created
directorships on the Board of Directors can be filled by a majority
vote of the remaining directors then in office, even though less
than a quorum, and that any new director elected to fill a vacancy
will serve until the next stockholders' meeting at which directors
of any class are elected.
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Prevention of Greenmail
The Articles of Incorporation provide that in the absence of
approval by the holders of not less than a majority of the
outstanding shares of the Common Stock (excluding shares held by
Selling Stockholders (as hereinafter defined)), the Company is
precluded from purchasing any of its outstanding Common Stock at a
price known to the Company to be more than the market price from a
Selling Stockholder, unless the purchase by the Company is pursuant
to an offer to purchase any and all of the outstanding shares of
Common Stock. "Selling Stockholder" is defined as any person who
alone or together with others is known to the Company to be the
beneficial owner (which term includes specified holdings by
affiliates or associates as defined in Rule 12b-2 under the
Exchange Act as in effect on January 1, 1985) of more than 3% of
the outstanding Common Stock and who has purchased or agreed to
purchase any shares within the most recent two-year period.
Fair Price Requirements and Consideration of All Relevant
Factors in Certain Business Combinations
The Articles of Incorporation require the approval of the
holders of at least 80% of the voting power of all outstanding
voting stock as a condition to Business Combinations (as
hereinafter defined) with or proposed by any direct or indirect
beneficial owner (as defined in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, as in effect on March 1, 1987) (other than a
subsidiary of the Company or employee benefit plans of the Company)
of more than 10% of the
Company's outstanding capital stock entitled to vote for the
election of directors ( each a "Related Person") and any affiliate
or associate of such person (as defined in Rule 12b-2 under the
Exchange Act, as in effect on March 1, 1987), except in cases in
which (i) the transaction has been approved by a majority of
certain directors who are not Related Persons or affiliates or
associates or representatives of a Related Person and who were
members of the Board of Directors immediately prior to the time
that the Related Person became a Related Person (the "Continuing
Directors"), and certain successors to Continuing Directors who are
not Related Persons or affiliates or associates or representatives
of a Related Person and are recommended to succeed a Continuing
Director by a majority of Continuing Directors, (ii) the Business
Combination is solely between the Company and a subsidiary of the
Company and does not have the direct or indirect effect of
increasing the voting power of a Related Person in any class or
series of capital stock of the Company or any subsidiary of the
Company, or (iii) certain minimum price criteria and procedural
conditions are satisfied.
A "Business Combination" includes the following transactions
when entered into by the Company or a subsidiary of the Company
with, or upon a proposal by or on behalf of, a Related Person: (i)
a merger or consolidation of the Company or any subsidiaries; (ii)
the sale or other disposition other than sales of goods and
services made in the ordinary course of business by the Company or
any subsidiary of assets worth $10,000,000 or more; (iii) the
issuance or transfer by the Company or any subsidiary of any
securities of the Company or the subsidiary (except proportionately
to all stockholders of the Company or such subsidiary); (iv) the
adoption of a plan or proposal to liquidate or dissolve the
Company; (v) any reclassification of securities, recapitalization
or other transaction which has the direct or indirect effect of
increasing the voting power, whether or not then exercisable, of a
Related Person in any class or series of capital stock of the
Company or any of its subsidiaries; or (vi) any agreement or
contract or other arrangement providing directly or indirectly for
any of the foregoing.
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The Board of Directors, when evaluating any offer of another
party to (i) make a tender or exchange offer for any equity
security of the Company, (ii) merge or consolidate the Company with
another corporation, or (iii) purchase or otherwise acquire all or
substantially all of the properties and assets of the Company, may,
in connection with the exercise of its judgment in determining what
is in the best interests of the Company and its stockholders, give
due consideration to (a) all relevant factors, including, without
limitation, the social, legal, environmental and economic effects
on employees, customers, suppliers and other affected persons,
firms and corporations, and on the communities and geographical
areas in which the Company and its subsidiaries operate or are
located and any of the businesses and properties of the Company or
any of its subsidiaries, as well as such other factors as the
directors deem relevant, and (b) not only the consideration being
offered in relation to the then current market price for the
Company's outstanding shares of capital stock, but also in relation
to the then current value of the Company in a freely negotiated
transaction and in relation to the Board of Directors' estimate of
the future value of the Company (including the unrealized value of
its properties and assets) as an independent going concern.
Eighty Percent Vote Provisions
The Articles of Incorporation provisions relating to the
classification of the Board of Directors and appointment of
directors to fill vacancies, removal of an incumbent member of the
Board of Directors without cause and fair price provisions for a
Business Combination require the vote of 80% of the shares of stock
entitled to vote for amendment or repeal.
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company and its predecessor have paid cash dividends on
the Common Stock in every quarter since the Common Stock was first
publicly sold, and have increased the Common Stock dividend in 42
of the last 43 years. Future dividends will depend on future
earnings, which, in large part, are dependent upon the ability of
SCE&G and the Company's other regulated subsidiaries to obtain
regulatory approval for future rate increases, the cash position
and financial condition of the Company and other factors. At the
current dividend rate, after giving effect to the issuance of the
shares of Common Stock offered hereby, the Company's quarterly
dividend payments on its outstanding Common Stock will be
approximately $35.4 million.
The Company's Investor Plus Plan permits holders of its Common
Stock and holders of SCE&G Preferred Stock to invest optional cash
payments subject to limitations in amount and reinvest dividends in
additional shares of the Company's Common Stock. The prospectus
describing the Plan and an enrollment form are available upon
request to: SCANA Corporation, Columbia, South Carolina 29218,
Attention: Investor Relations and Shareholder Services.
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<PAGE>
The Company's Common Stock is traded on the New York Stock
Exchange. The range of the high and low sales prices of the
Company's Common Stock, as reported by The Wall Street Journal as
New York Stock Exchange--Composite Transactions, and dividends
declared per share, are as follows for the periods indicated:
Dividends
Price Range Declared Per
High Low Share
1993
First Quarter................. $23 1/4 $20 $.3425
Second Quarter................ 24 1/8 22 1/2 .3425
Third Quarter................. 25 7/8 23 3/4 .3425
Fourth Quarter................ 26 1/8 23 7/8 .3425
1994
First Quarter................. $25 $22 3/8 $.3525
Second Quarter................ 23 1/4 21 .3525
Third Quarter................. 23 21 3/8 .3525
Fourth Quarter................ 22 1/4 20 1/2 .3525
1995
First Quarter................. $22 1/2 $20 1/2 $ .36
Second Quarter................ 21 5/8 20 7/8 .36
Third Quarter (through
September 19, 1995)......... 23 1/2 21 1/8 .36
The last reported sale price of the Common Stock on the New
York Stock Exchange on September 19, 1995 was $23.
At the Board of Directors meeting held on August 23, 1995 the
Company declared a regular quarterly dividend of $.36 per share on
the Common Stock. The dividend is payable October 1, 1995 to
stockholders of record at the close of business on September 8,
1995.
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<PAGE>
UNDERWRITING
The Underwriters named below (the "Underwriters"), for whom
PaineWebber Incorporated and The Robinson-Humphrey Company, Inc.
are acting as representatives (collectively, the
"Representatives"), have severally agreed, subject to the terms and
conditions of the Underwriting Agreement among the Company and the
Underwriters (the "Underwriting Agreement"), to purchase from the
Company, and the Company has agreed to sell to the Underwriters,
the number of shares of Common Stock set forth opposite their names
below at the price set forth on the cover page of this Prospectus.
Underwriters Number of Shares
PaineWebber Incorporated................................ 1,160,000
The Robinson-Humphrey Company, Inc...................... 1,160,000
Dean Witter Reynolds Inc................................ 180,000
A.G. Edwards & Sons, Inc................................ 180,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated...... 180,000
Prudential Securities Incorporated...................... 180,000
Smith Barney Inc........................................ 180,000
J. C. Bradford & Co..................................... 80,000
The Chapman Company..................................... 80,000
Duff & Phelps Securities Co............................. 80,000
Fahnestock & Co. Inc.................................... 80,000
First Albany Corporation................................ 80,000
Interstate/Johnson Lane Corporation..................... 80,000
Edward D. Jones & Co.................................... 80,000
Edgar M. Norris & Co. Inc............................... 80,000
Pennsylvania Merchant Group Ltd......................... 80,000
Rauscher Pierce Refsnes, Inc............................ 80,000
Raymond James & Associates, Inc......................... 80,000
Muriel Siebert & Co., Inc............................... 80,000
Sterne, Agee & Leach, Inc............................... 80,000
Stifel, Nicolaus & Company, Incorporated................ 80,000
Sutro & Co, Incorporated................................ 80,000
Wheat, First Securities, Inc............................ 80,000
Total.................................................. 4,500,000
The Underwriting Agreement provides that the obligations of
the Underwriters to purchase the shares of Common Stock offered
hereby are subject to certain conditions. The Underwriters are
obligated to purchase all of the shares of Common Stock offered
hereby (other than those described by the over-allotment option
described below), if any are purchased.
The Company has been advised by the Representatives that the
Underwriters propose to offer the shares of Common Stock to the
public at the offering price set forth on the cover page of this
Prospectus and to selected dealers at such price less a concession
not in excess of $.35 per share, and the Underwriters and such
dealers may reallow a concession not in excess of $.10 per share to
other dealers. After the public offering of the Common Stock, the
public offering price, concession to selected dealers and
reallowance to other dealers may be changed by the Representatives.
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<PAGE>
The Company has agreed that it will not issue, sell, offer to
sell or otherwise dispose of any shares of Common Stock, or rights
to acquire such shares, for a period of 90 days after the date of
this Prospectus without the prior written consent of the
Underwriters, except for the issuance of shares by the Company (i)
pursuant to the Company's Investor Plus Plan, (ii) pursuant to the
Company's Stock Purchase-Savings Plan, or (iii) in connection with
other employee compensation arrangements.
The Company has granted an option to the Underwriters,
exercisable during the 45-day period after the date of the initial
public offering of the shares of Common Stock offered hereby, to
purchase up to an additional 675,000 shares of Common Stock at the
public offering price set forth on the cover page of this
Prospectus less the underwriting discount. The Underwriters may
exercise such option only to cover over-allotments, if any,
incurred in the sale of shares of Common Stock. To the extent such
option is exercised, each Underwriter will become obligated,
subject to certain conditions, to purchase approximately the same
percentage of such additional shares of Common Stock as the
percentage of firm shares it is obligated to purchase pursuant to
the Underwriting Agreement.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act
of 1933, as amended, or to contribute to payments that the
Underwriters may be required to make in respect thereof.
LEGAL OPINIONS
Certain legal matters in connection with the validity of the
Common Stock offered hereby are being passed upon for the Company
by McNair Law Firm, P.A., Columbia, South Carolina and by Asbury H.
Gibbes, Esq. of Columbia, South Carolina, who is Senior Vice
President, General Counsel and Assistant Secretary and a full-time
employee of the Company, and for the Underwriters by Reid & Priest
LLP, New York, New York. Reid & Priest LLP will rely on the
opinion of Asbury H. Gibbes, Esq. with respect to matters of South
Carolina law.
At June 30, 1995, Asbury H. Gibbes, Esq. owned beneficially
8,963 shares of the Company's Common Stock, including shares
acquired by the trustee under its Stock Purchase-Savings Plan by
use of contributions made by Mr. Gibbes and earnings thereon, and
including shares purchased by the Trustee by use of Company
contributions and earnings thereon.
Reid & Priest LLP represents the Company and its subsidiaries
from time to time.
EXPERTS
The consolidated financial statements for the year ended
December 31, 1994, as restated, incorporated in this Prospectus by
reference from the Company's Current Report on Form 8-K dated
September 6, 1995, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which contains an
explanatory paragraph regarding the change in method of accounting
for the Company's oil and gas operations and is incorporated herein
by reference, and have been so incorporated in reliance upon such
report of such firm given upon their authority as experts in
accounting and auditing.
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<PAGE>
No person has been authorized
to give any information or to
make any representations in
connection with this offering
other than those contained in
this Prospectus and, if given
or made, such other information 4,500,000 Shares
and representations must not be
relied upon as having been
authorized by the Company or
the Underwriters. Neither the SCANA CORPORATION
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create Common Stock
any implication that there has
been no change in the affairs
of the Company since the date
hereof or that the information
contained herein is correct as
of any time subsequent to its
date. This Prospectus does not
constitute an offer to sell or
a solicitation of an offer to PROSPECTUS
buy any securities other than
the registered securities to
which it relates. This
Prospectus does not constitute
an offer to sell or a
solicitation of an offer to buy
such securities in any
circumstances in which such
offer or solicitation is
unlawful.
TABLE OF CONTENTS
Page
Available Information.......... 2 PaineWebber Incorporated
Incorporation of Certain
Documents by Reference....... 2 The Robinson-Humphrey
Prospectus Summary ............ 4 Company, Inc.
The Company.................... 6
Recent Developments............ 6
Use of Proceeds................ 6
Description of Common Stock.... 7
Common Stock Dividends and
Price Range.................. 9
Underwriting................... 11
Legal Opinions................. 12
Experts........................ 12 September 19, 1995
13
