Registration No. 33-50571
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0784499
(I.R.S. Employer Identification No.)
1426 Main Street, Columbia, South Carolina 29201 (803) 748-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
K. B. Marsh
Vice President-Finance, Secretary and Treasurer
SCANA Corporation
1426 Main Street
Columbia, SC 29201
(803) 733-4097
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Elizabeth B. Anders
McNair & Sanford, P.A.
1301 Gervais Street
Columbia, SC 29201
(803) 799-9800
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: [x]
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PROSPECTUS
SCANA CORPORATION
SCANA INVESTOR PLUS PLAN
The SCANA Investor Plus Plan (the "Plan") of SCANA Corporation
("SCANA") is a continuation by amendment and restatement of the SCANA
Dividend Reinvestment and Stock Purchase Plan. The Plan, which will
become effective on July 18, 1995, provides participants
("Participants") with a variety of services, including: (1) automatic
investment of all or a portion of the cash dividends paid on their
shares of SCANA common stock ("Common Stock") and South Carolina
Electric & Gas Company ("SCE&G") preferred stock ("SCE&G Preferred
Stock") in shares of Common Stock; (2) a means of making optional cash
investments in Common Stock of up to $100,000 per year; (3) a free
custodial service for depositing Common Stock into the Plan for
safekeeping (SCE&G Preferred Stock is not eligible for the safekeeping
feature); (4) a means of purchasing shares of Common Stock for others
as gifts; (5) a means of obtaining at any time and without charge a
stock certificate evidencing whole shares of Common Stock credited to
their Plan accounts; and (6) a convenient and inexpensive means of
transferring or selling shares of Common Stock (SCE&G Preferred Stock
cannot be transferred or sold through the Plan). This Prospectus
contains a summary of the material terms of the Plan and, therefore,
should be retained by Participants for future reference.
Shares of Common Stock purchased through the Plan initially will
be purchased directly from SCANA rather than on the open market.
However, in the future shares purchased under the Plan may be acquired
from time to time through open market purchases. The price at which
shares of Common Stock will be purchased from SCANA will be the
average of the high and low composite tape sales price of Common Stock
on The New York Stock Exchange Composite Tape as published in The Wall
Street Journal on the trading date immediately preceding the
investment date (an "Investment Date") on which the shares are
purchased. In the event no trading is reported for such trading date,
the purchase price may be determined by SCANA on the basis of such
market quotations as it deems appropriate. The purchase price for
shares purchased on the open market will be the weighted average of
the prices (including brokerage commissions and any related service
charges and applicable taxes) paid by the Plan custodian (the
"Custodian") for all shares purchased for the Plan in relation to the
applicable Investment Date. The closing price of the Common Stock on
___________, 1995, as shown on The New York Stock Exchange composite
tape was $________ per share.
This Prospectus relates to ___________ shares of Common Stock.
So that the contemplated offering may be conducted by SCANA in
compliance with the state securities or "Blue Sky" laws of Arizona,
Florida, Maine, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma
and Vermont, Advest, Inc. ("Advest"), which is registered as a broker-
dealer in such states, is forwarding this Prospectus and other
offering materials to investors in those states. Advest is forwarding
such materials solely as an accommodation to SCANA, does not recommend
for or against this offer or on the suitability of an investment in
the Common Stock for any investor and does not assume any
responsibility for the accuracy or adequacy of the statements made in
such materials.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UP
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ____________, 1995.
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AVAILABLE INFORMATION
SCANA is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance with the Exchange Act's requirements files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information statements can be
inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the Commission's regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material also can
be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Common Stock is listed for trading on The New
York Stock Exchange (the "Exchange"). Reports, proxy and information
statements and other information concerning SCANA also may be
inspected at the Exchange offices, 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by SCANA
pursuant to the Exchange Act (File 1-8809), are incorporated herein
by reference:
1. SCANA's Annual Report on Form 10-K for the year ended
December 31, 1994;
2. SCANA's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
3. SCANA's Current Report on Form 8-K dated April 28, 1995;
and
4. The description of the Common Stock which is contained in
the Company's Registration on Form 8-B dated November 7, 1984, as
amended by Form 8-B/A dated May 26, 1995.
All documents filed by SCANA 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 of the Common Stock made by
this Prospectus shall be deemed to be incorporated herein by reference
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 herein by reference or contained in this Prospectus 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.
SCANA 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 and all of the documents (other than exhibits to such
documents, unless such exhibits are specifically incorporated by
reference into such documents) referred to above that have been
incorporated by reference in this Prospectus. 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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SCANA INVESTOR PLUS PLAN
Plan Purpose and Features
The purpose of the Plan is to provide investors with a convenient
means of acquiring, holding and transferring shares of Common Stock.
The following list summarizes the primary features of the Plan.
(1) Participants may acquire shares of Common Stock
automatically by investing all or a portion of their dividends on
shares of Common Stock (including shares of Common Stock held in their
Plan accounts) and shares of SCE&G Preferred Stock.
(2) Participants may purchase additional shares of Common
Stock as often as twice a month by making optional cash payments of
up to $100,000 annually using check, money order or, in the case of
regular monthly investments, automatic bank draft.
(3) United States residents and residents of United States
possessions not presently owning shares of Common Stock or SCE&G
Preferred Stock may become Participants by making an initial cash
investment for the purchase of Common Stock of not less than $250 and
not more than $100,000.
(4) Funds invested in the Plan are fully invested in Common
Stock through the purchase of whole shares and fractions of shares.
(5) If a Participant chooses not to invest all or a portion
of the dividends paid on the shares of Common Stock held in his Plan
account, he may receive his dividend payments by check or have the
dividend payments direct deposited into his bank account by electronic
funds transfer on the dividend payment date.
(6) Participants may purchase shares of Common Stock for
family members and others by making cash investments on their behalf
and receive gift certificates for presentation to the recipients.
(7) Participants may deposit, at no cost, their shares of
Common Stock into the Plan for safekeeping.
(8) Participants may sell shares of Common Stock held in
their Plan accounts through the Plan and the proceeds of such sales
net of brokerage commissions, and any related service charges and
applicable taxes will be sent to the Participants.
(9) Participants may direct SCANA to transfer, at no cost,
all or a portion of the shares of Common Stock held in their Plan
accounts.
(10) A Participant can at any time and without charge obtain
a certificate for all or any part of the whole shares credited to his
Plan account.
(11) Recordkeeping is simplified by SCANA's issuance of
regular statements indicating Plan account activity.
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any Common Stock or other securities
in any jurisdiction to any person to whom it is unlawful to make such
offer. Therefore, a person will not be eligible to participate in the
Plan if he resides in a jurisdiction in which it is unlawful for SCANA
to allow such participation.
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Administration and Costs
SCANA, through its Shareholder Services Department ("Shareholder
Services"), administers the Plan, keeps records, sends statements of
account activity to participants and performs all clerical and
ministerial duties related to the Plan. Merrill Lynch, Pierce, Fenner
& Smith Incorporated as the current Custodian, acquires, sells and
holds all shares of Common Stock purchased under or deposited into the
Plan. SCANA may adopt rules and regulations to facilitate
administration of the Plan and reserves the right to replace the
Custodian at any time. Participants bear none of the costs of
administering the Plan and no brokerage commissions or service charges
will be paid by Participants in connection with purchases of newly
issued shares of Common Stock directly from SCANA under the Plan. See
"Plan Fee Schedule." However, Participants will pay a proportionate
share of any applicable brokerage commissions upon any purchase of
shares on the open market by the Custodian. In addition, Participants
pay applicable brokerage commissions when shares are sold for a
Participant's account by the Custodian. All inquiries concerning the
Plan and instructions with respect to Plan accounts should be directed
to:
Shareholder Services Department (054)
SCANA Corporation
Columbia, South Carolina 29218
Voice Response
Telephone 1-800-763-5891
Telephone 1-803-733-6817
Fax 1-803-343-2344
A Participant should include in all correspondence his Plan
account number, taxpayer identification number (for an individual, his
Social Security number) and a telephone number where he may be
contacted during normal business hours.
Plan Enrollment
The Plan is a continuation (by amendment and restatement) of the
SCANA Dividend Reinvestment and Stock Purchase Plan. Participants in
that plan will be enrolled automatically in the amended Plan.
However, if a Participant desires to change his participation in any
way he must file a change form with Shareholder Services.
After being furnished with a copy of this Prospectus any eligible
applicant may join the Plan by completing and returning an enrollment
form. In order to be eligible, the applicant shall indicate on the
enrollment form that he, (i) in the case of an applicant who is a
shareholder of record of Common Stock or SCE&G Preferred Stock but who
is not currently participating in the SCANA Dividend Reinvestment and
Stock Purchase Plan, elects (a) to have all or a portion of the cash
dividends paid on his shares of Common Stock or SCE&G Preferred Stock
invested in Common Stock, (b) to deposit shares of Common Stock into
the Plan for safekeeping or (c) to make an initial cash investment of
not less than $25 and not more than $100,000, or, (ii) in the case of
an applicant who is not a shareholder of record of Common Stock or
SCE&G Preferred Stock, elects to make an initial payment of not less
than $250 and not more than $100,000 for investment in Common Stock.
An applicant electing to deposit shares into the Plan must enclose his
stock certificate and a share deposit form with the enrollment form.
See "Safekeeping Option." An applicant making an initial payment must
include a check payable to SCANA Corporation in United States dollars.
All checks are subject to collection by SCANA for the full face value.
As soon as practicable after an enrollment form is processed,
Shareholder Services will mail the new Participant an acknowledgement
form notifying the Participant of the establishment of his Plan
account.
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Requests for change and enrollment forms as well as other Plan
forms and this Prospectus should be directed to Shareholder Services
either by telephone or in writing at the address or telephone number
set forth above. Record holders of Common Stock and SCE&G Preferred
Stock should sign their names on the enrollment forms exactly as they
appear on their stock certificates.
Enrollment forms are subject to review by SCANA. Interest is not
paid on any payments received, and such payments do not earn dividends
prior to investment in Common Stock. Therefore, it is in a
prospective Participant's interest to mail his initial payment so that
it is received shortly, but not less than two business days, before
the next Investment Date. See "Purchase of Shares."
A person whose Common Stock or SCE&G Preferred Stock is held in
the name of a broker or bank nominee and who want to have the
dividends on that stock invested through the Plan, must either become
a stockholder of record by having the shares transferred to their own
name or make arrangements with the record owner, e.g., their bank or
broker, to participate in the Plan on their behalf.
Optional Cash Payments
Once enrolled in the Plan, Participants may make additional
investments in Common Stock using the Plan's optional cash payment
feature. The only restrictions that apply to making these investments
are that they be made in amounts of not less than $25 per investment
and no more than $100,000 may be invested in any calendar year,
inclusive of any initial payment. Optional cash payments should be
submitted with the voluntary payment form attached to the statement
sent to each Participant by Shareholder Services for each month in
which a transaction occurs in a Participant's account and mailed in
the envelope provided therewith. The same amount of money need not
be sent each time and there is no obligation to make an optional cash
payment at any time.
As in the case with initial payments, interest is not paid on any
optional cash payments received and held for investment under the Plan
and such payments do not earn dividends prior to their investment.
Therefore, it is in a Participant's interest to mail an optional cash
payment so that it is received shortly, but not less than two business
days, before the next Investment Date. Optional cash payments may be
made by check, money order or, in the case of regular monthly
investments, by bank draft, and are subject to collection for the full
face value. Participants desiring to use the bank draft option should
contact Shareholder Services.
Investment of Initial and Optional Cash Payments
An initial payment will be invested on the Investment Date
following receipt provided that the initial payment and a completed
enrollment form satisfactory to Shareholder Services are received by
Shareholder Services at least two business days prior to that
Investment Date. An optional cash payment will be invested on the
first Investment Date following receipt, provided it is received at
least two business days prior to that Investment Date. Initial
payments and optional cash payments received less than two business
days prior to an Investment Date will be held for investment on next
succeeding Investment Date. See "Purchase of Shares."
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PARTICIPANTS BEAR THE MARKET RISK ASSOCIATED WITH FLUCTUATIONS
IN THE PRICE OF COMMON STOCK.
The method of delivery of any cash payment is at the election and
risk of the Participant or prospective Participant and a cash payment
will be deemed received only when actually received by SCANA.
All initial and optional payments will be credited to
Participants' accounts upon receipt and will be held in an escrow
account (the "Escrow Account") (which will be separated from any other
funds or monies of SCANA) pending investment. Initial and optional
payments not invested in Common Stock within 30 days of receipt will
be promptly returned to Participants.
If SCANA does not receive credit for any cash payment either
because of insufficient funds or incorrect draft information, shares
purchased for the Participant on account of such payments will be sold
if the amount of the payment not credited is not reimbursed to SCANA
on or before the next Investment Date.
Upon written request, SCANA will refund an initial payment or any
optional cash payment provided the request is received by Shareholder
Services at least three business days prior to the next Investment
Date. Generally refunds will be made within two weeks after receipt
of the request. However, no refund of a check or money order will be
made until the related funds actually have been collected. If a
request for a refund is not received at least three business days
prior to the next Investment Date, the funds will be invested in
shares of Common Stock and the Participant will have to request a sale
of such shares in order to obtain a refund. In the event of any such
sale the Participant would be charged for brokerage commissions and
any related service charges and applicable taxes. See "Sale of
Shares."
Dividend Investment Options
The following dividend investment options are available under the
Plan:
(1) A Participant may invest the dividends paid on all his
shares of Common Stock and SCE&G Preferred Stock;
(2) A Participant may invest any portion of the dividends paid
on his shares of Common Stock and SCE&G Preferred Stock and
receive the remaining dividends in cash; or
(3) A Participant may receive in cash the dividends paid on all
his shares of Common Stock and SCE&G Preferred Stock.
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If a Participant elects to invest all or a portion of the
dividends paid on his shares of Common Stock or SCE&G Preferred Stock
such investment will commence with the first Investment Date after the
first dividend record date following his enrollment in the Plan.
Dividend record dates and payment dates are subject to approval by the
Board of Directors, but are generally:
Record Dates Payment Dates
December 10 January 1
March 10 April 1
June 10 July 1
September 10 October 1
If a Participant elects to receive in cash any or all of his dividends
on shares of Common Stock held in his Plan account, such payment can
be made at the Participant's option by check or electronic funds
transfer to a predesignated bank, savings association or credit union
account. See "Direct Deposit Option."
On each Investment Date which is a dividend payment date, SCANA
will promptly, after deducting any withholding taxes on dividends,
either apply all cash dividends payable on shares of Common Stock and
SCE&G Preferred Stock with respect to which Participants have elected
to invest dividends to the purchase of shares of Common Stock or
forward such dividends to the Custodian to be so applied and all such
dividends will be credited to Participants accounts pending
investment. Dividends not invested in Common Stock within 30 days of
the payment thereof will be promptly sent to Participants.
IF A PARTICIPANT DOES NOT ELECT OTHERWISE ON HIS ENROLLMENT FORM,
CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO THE
PARTICIPANT'S ACCOUNT THAT WERE PURCHASED THROUGH THE PLAN OR
DEPOSITED INTO THE PLAN FOR SAFEKEEPING WILL AUTOMATICALLY BE INVESTED
IN SHARES OF COMMON STOCK. Participants electing partial investment
of cash dividends on Common Stock and SCE&G Preferred Stock must
designate the whole number of shares of the respective stock with
respect to which such investment is desired. Once a Participant
elects dividend investment, cash dividends paid on the designated
stock will be invested in shares of Common Stock.
THE AMOUNT SO INVESTED WILL BE REDUCED BY ANY AMOUNT WHICH IS REQUIRED
TO BE WITHHELD UNDER ANY APPLICABLE TAX OR OTHER STATUTES.
Purchase of Shares
There will be two Investment Dates each month. These Investment
Dates are (i) in any month in which a dividend is paid, the dividend
payment date, usually January 1, April 1, July 1 and October 1, or if
such date is not a business day, the next business day, and the 15th
day of the month (or if the 15th is not a business day, the next
business day) and (ii) for all other months the first business day of
the month and the 15th day of the month (or if the 15th is not a
business day, the next business day). The first Investment Date under
the amended Plan will be August 1, 1995. All initial and optional
payments and dividends to be invested on a particular Investment Date
will be commingled and applied to the purchase of shares of Common
Stock. The shares purchased will be held by the Custodian for the
benefit of the Participants and Shareholder Services will credit the
proportionate number of shares of such Common Stock (computed to three
decimal places) to each Participant's Plan account. Shares purchased
for the Plan may be newly issued shares purchased directly from SCANA
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or, at the Company's option, may be purchased by the Custodian on the
open market. If the Custodian purchases shares on the open market
such shares may be purchased from any securities exchange where Common
Stock is traded, in the over-the-counter market or by negotiated
transactions, and, except as otherwise provided in the Plan, the
Custodian may make such purchases on such terms as to price and
delivery and otherwise as the Custodian may determine. Initially all
Common Stock will be purchased directly from SCANA. SCANA may not
change its determination that Common Stock will be purchased for
Participants directly from SCANA or by the Custodian on the open
market more than once every three months. Furthermore, at any time
that the source of Common Stock purchased for the Plan is the open
market, SCANA will not exercise its right to change such source absent
a determination by its Board of Directors or Chief Financial Officer
that SCANA has a need to raise additional capital or there is another
valid reason for the change.
Each Participant's funds will be commingled with those of other
Participants for the purpose of executing purchases and purchases of
shares may be offset against sales of shares to be made for
Participants under the Plan with respect to the same Investment Date.
With regard to open market purchases of Common Stock none of SCANA,
any affiliated purchasers or any Participant will exercise any direct
or indirect control or influence over the times when or prices at
which the Custodian may purchase shares of Common Stock for the Plan,
the markets on which such shares are to be purchased (including any
securities exchange, in the over-the-counter market or in negotiated
transactions) or the selection of a broker-dealer (other than the
Custodian) through which purchases for the Plan may be executed except
that the timing of such purchases must be made in accordance with the
terms and conditions of the Plan. Dividend and voting rights will
commence upon settlement whether the shares of Common Stock are
purchased directly from SCANA or on the open market.
Purchases of shares of Common Stock from SCANA will be made on
the relevant Investment Date at the average of the high and low sales
prices of the Common Stock reported on The New York Stock Exchange
Composite Tape as published in The Wall Street Journal for the trading
date immediately preceding the Investment Date. In the event no
trading is reported for such trading date, the purchase price may be
determined by SCANA on the basis of such market quotations as it deems
appropriate. No brokerage commissions will be charged on shares of
Common Stock acquired directly from SCANA.
Purchases in the open market may begin on the relevant Investment
Date and will be completed prior to the next Investment Date unless
completion at a later date is necessary or advisable under applicable
law, including any federal securities law. The price of any shares
of Common Stock purchased in the open market for Participants will be
the weighted average price per share (ADJUSTED FOR BROKERAGE
COMMISSIONS, ANY RELATED SERVICE CHARGES AND APPLICABLE TAXES) of the
aggregate number of shares purchased in relation to the applicable
Investment Date.
The number of shares (including any fraction of a share rounded
to three decimal places) of Common Stock credited to the Plan account
of a Participant with respect to a particular Investment Date will be
determined by dividing the total amount of cash dividends, optional
cash payments and initial payments invested for such Participant on
such Investment Date by the relevant purchase price per share.
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Direct Deposit Option
A Participant who elects not to invest all or any portion of cash
dividends on shares of Common Stock credited to his Plan account may
receive such cash dividends by electronic deposit to the Participant's
predesignated bank, savings association or credit union account. To
receive a direct deposit of funds, Participants must complete and sign
a direct deposit authorization form and return it to Shareholder
Services. Direct deposit will become effective as promptly as
practicable after receipt of the completed direct deposit
authorization form. Changes in designated direct deposit accounts may
be made by delivering a new direct deposit authorization form to
Shareholder Services.
Plan Statements and Shareholder Communications
Upon enrollment in the Plan, each new Participant will receive
an acknowledgement form indicating that a Plan account has been
established in his name. Thereafter, in the month following any month
in which a transaction occurs in a Participant's account, that
Participant will be mailed a statement indicating, among other things,
the amount the Participant invested during the month, the number of
shares purchased, sold or transferred during the month, the price per
share purchased and the proceeds of any sale of shares. All
Participants also receive annual statements. The annual statement
will be furnished to each Participant by January 31 of each year and
will indicate, among other things the number of shares of Common Stock
credited to or removed from the Participant's account during the
previous calendar year, the dates on which shares of Common Stock were
purchased or sold through the Plan and the purchase or sales price of
such shares. THESE STATEMENTS ARE A PARTICIPANT'S CONTINUING RECORD
OF THE TRANSACTIONS IN HIS PLAN ACCOUNT AND SHOULD BE RETAINED FOR
INCOME TAX PURPOSES. In addition, each Participant will receive copies
of the same communications sent to every other holder
of shares of Common Stock, including SCANA's interim reports, annual
report, notice of annual meeting and proxy statement and income tax
information required for reporting dividends paid.
Stock Certificates/Withdrawal of Shares
All shares of Common Stock deposited into or purchased through
the Plan will be held by the Custodian in book-entry form. A
Participant can, however, AT ANY TIME AND WITHOUT CHARGE, obtain a
certificate for all or a part of the whole shares credited to his Plan
account by sending a request in writing to Shareholder Services that
such shares be withdrawn from his Plan account. Certificates for
fractions of shares will not be issued under any circumstances.
Generally certificates will be issued within five business days of the
receipt of the request. However, if (i) a Participant requests the
withdrawal of ALL the shares of Common Stock credited to his Plan
Account, (ii) dividends on any of such shares are being invested in
Common Stock and (iii) the request is received between a record date
for a dividend and the payment date, the withdrawal will be delayed
until the dividend has been invested and the certificate will be
issued within five business days after the shares purchased with the
dividend have been allocated to the Participant's account. See
"Changing Plan Options/Withdrawal of Shares/Termination of
Participation."
Shares of Common Stock credited to the account of a Participant
under the Plan may not be pledged. A Participant who wishes to pledge
any shares must request that such shares be withdrawn from the Plan
and a certificate in the amount of such shares be issued in his name.
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Safekeeping Option
The Plan's safekeeping option allows a Participant to deposit
shares of Common Stock into the Plan for safekeeping. The advantages
of participating in this service are:
(1) The risk associated with the loss of a stock certificate is
eliminated. If a certificate is lost or stolen, the shares
cannot be sold or transferred without first obtaining a
replacement certificate. This process can take several
weeks and result in cost and paperwork, both for a
Participant and for SCANA.
(2) Shares of Common Stock deposited into the Plan are treated
in the same manner as shares purchased through the Plan,
and may be sold or transferred through the Plan.
To participate in the safekeeping option, a Participant must
complete a share deposit form and send it along with the certificates
evidencing the shares of Common Stock to be deposited and his
enrollment form or a change form, as applicable, to Shareholder
Services. Such certificates should not be endorsed. A Participant
may obtain a share deposit form by calling or writing Shareholder
Services. Shares of SCE&G Preferred Stock cannot be deposited into
the Plan for safekeeping.
CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A
PARTICIPANT'S PLAN ACCOUNT THAT WERE DEPOSITED INTO THE PLAN FOR
SAFEKEEPING WILL AUTOMATICALLY BE INVESTED IN SHARES OF COMMON STOCK
UNLESS THE PARTICIPANT NOTIFIES SHAREHOLDER SERVICES OTHERWISE ON HIS
ENROLLMENT FORM OR CHANGE FORM, AS APPLICABLE.
Gifting Plan Shares to Others
A Participant may make a gift of shares of Common Stock to other
persons through the Plan in three ways:
(1) By making an initial payment to establish a Plan account in
the recipient's name.
(2) By submitting an optional cash payment in an amount of not
less than $25 nor more than $100,000 on behalf of a person
who is currently a Participant.
(3) By transferring shares from the Participant's account
directly to
another person or to the Plan account of another
Participant.
In order to establish a new account for a gift recipient a
Participant must complete and submit to Shareholder Services an
enrollment form in the recipient's name together with (i) an initial
payment of at least $250 or (ii) a transfer request form requesting
a transfer of shares from his Plan Account into an account to be
established in the name of the recipient. ALL GIFT ACCOUNTS OPENED
WILL BE ENROLLED IN FULL DIVIDEND INVESTMENT UNLESS THE ENROLLMENT
FORM OR A SUBSEQUENT CHANGE FORM PROVIDES OTHERWISE. Upon request
SCANA will send a Participant a gift certificate suitable for
presentation to the recipient. See "Transfer of Shares Held in the
Plan."
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Sale of Shares
A Participant may sell all or part of the shares of Common Stock
held in his Plan account through the Plan by furnishing Shareholder
Services with written instructions. In the case of a joint account,
all joint Participants must sign the instructions. If a Participant
desires to sell shares of Common Stock evidenced by a stock
certificate registered in his name through the Plan he must first
deposit the shares into the Plan for safekeeping.
Except as provided below with respect to the sale of all the
shares held in a Plan account, instructions with respect to sales are
forwarded to the Custodian as soon as practicable after receipt by
SCANA of the request, generally within five business days thereof.
Sales are generally made at least once a week, and more often if
demand warrants, on the open market at prevailing market prices. When
a Participant sells shares of Common Stock held in his Plan account,
the price per share that he will receive is the weighted average sales
price of all shares sold by the Custodian on that day, net of
brokerage commissions, any related service charges and applicable
taxes. The proceeds of any sale will be mailed by First Class Mail
to the Participant at his address of record.
With regard to open market sales of shares held in a Plan
account, none of the Company or any Participant shall have any
authority or power to direct the time or price at which shares of
Common Stock may be sold, the markets on which such shares are to be
sold (including on any securities exchange, in the over-the-counter
market or in negotiated transactions) or the selection of the broker
or dealer (other than the Custodian) through or from whom sales may
be made, except that the timing of such sales must be made in
accordance with the terms and conditions of the Plan.
With respect to the sale of a fractional share of Common Stock
held in a Plan account, the Participant will be paid cash in an amount
determined in the same manner as provided with respect to the sale of
full shares. However, NO SALE OF A FRACTIONAL SHARE WILL BE MADE
UNLESS THE PARTICIPANT REQUESTS THE SALE OF ALL SHARES OF COMMON STOCK
CREDITED TO HIS PLAN ACCOUNT.
If (i) a Participant requests the sale of ALL the shares of
Common Stock credited to his Plan Account, (ii) dividends on any of
such shares are being invested in Common Stock and (iii) the request
is received between a record date for a dividend and the payment date,
the sale will be delayed until the dividend has been invested.
Following such investment the sales instructions will be forwarded to
the Custodian.
PARTICIPANTS BEAR THE MARKET RISK ASSOCIATED WITH FLUCTUATIONS
IN THE PRICE OF COMMON STOCK. Therefore, if a Participant desires to
have control over the time and price at which shares of Common Stock
credited to his Plan account are sold he should sell the shares
through a broker rather than through the Plan. In such case the
Participant should request either that the shares be withdrawn and a
certificate mailed to him or that the shares be transferred to his
broker. A request to transfer shares to a broker must be accompanied
by a transfer request form. See "Stock Certificates/Withdrawal of
Shares" and "Transfer of Shares Held in the Plan."
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Transfer of Shares Held in the Plan
A Participant may transfer the ownership of all or part of the
whole shares of Common Stock held in his Plan account through a gift,
a private sale or otherwise by mailing to Shareholder Services a
transfer request form along with a properly executed Assignment
Separate from Certificate form or "stock power" (which may be obtained
from Shareholder Services, a bank or a stockbroker). No fraction of
a share of Common Stock credited to a Participant's account may be
transferred unless the Participant's entire Plan account is
transferred. The signatures of all account owners must be guaranteed
by a member of a Medallion program and complete instructions,
including the address and federal identification number of the
transferee, must be sent.
UNLESS OTHERWISE INSTRUCTED, IF THE TRANSFEREE IS A PLAN
PARTICIPANT THE CUSTODIAN WILL RETAIN THE SHARES TRANSFERRED,
DIVIDENDS ON SUCH SHARES WILL AUTOMATICALLY BE INVESTED IN SHARES OF
COMMON STOCK UNTIL THE PARTICIPANT NOTIFIES SHAREHOLDER SERVICES
OTHERWISE ON A CHANGE FORM AND THE PARTICIPANT WILL RECEIVE A
STATEMENT SHOWING THE NUMBER OF SHARES TRANSFERRED AND NOW HELD IN HIS
PLAN ACCOUNT.
If (i) a Participant requests the transfer of ALL the shares of
Common Stock credited to his Plan Account, (ii) dividends on any of
such shares are being invested in Common Stock and (iii) the request
is received between a record date for a dividend and the payment date,
the transfer will be delayed until the dividend has been invested.
Investment of Dividends on Remaining Account Shares
If only a portion of the shares in a Participant's Plan account
are shares with respect to which the Participant has elected to invest
dividends and the Participant elects to sell, transfer or withdraw a
portion of such shares from the Plan, all of the shares in the Plan
account with respect to which the Participant has elected to invest
dividends will be sold, transferred or withdrawn, as the case may be,
BEFORE any shares with respect to which the Participant has elected
not to invest dividends are sold, transferred or withdrawn unless the
Participant gives specific instructions to the contrary in connection
with such sale, transfer or withdrawal.
Changing Plan Options/Withdrawal of Shares/Termination of
Participation
A Participant may change the dividend investment elections he has
made under the Plan at any time by submitting a change form to
Shareholder Services. Shareholder Services will accept change forms
only from a Participant or a person duly authorized in writing to act
on his behalf.
Participants may increase, reduce or cease the investment of
dividends on shares of Common Stock and SCE&G Preferred Stock held in
their names or on shares of Common Stock held in their Plan accounts
and elect to receive dividends on shares in their Plan accounts by
check or electronic funds transfer to their bank, savings association
or credit union accounts. Participants who cease investing dividends
may continue to buy shares of Common Stock through the optional cash
payments feature or sell some, or all, of the shares of Common Stock
held in their Plan accounts through the Plan as desired. If a request
to increase, reduce or cease investment of dividends is made after a
record date but before the applicable dividend payment date, the
change will not begin until AFTER payment of the dividend.
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<PAGE>
If a Participant is investing cash dividends paid on only a
portion of the shares of Common Stock or SCE&G Preferred Stock held
by him or in his Plan account and the Participant sells or transfers
a portion of such shares, cash dividends on the remainder of the
shares held by him or in his Plan account, up to the number of shares
designated for investment prior to such sale, or transfer, will
continue to be invested through the Plan, except where the Participant
gives specific instructions to the contrary in connection with such
sale or transfer. For example, if a Participant who had elected to
have cash dividends invested through the Plan on 50 shares of a total
of 100 shares of Common Stock registered in his name elected to sell
or transfer 25 shares, cash dividends on 50 shares of the remaining
75 shares registered in his name would continue to be invested through
the Plan. If instead the Participant elected to sell or transfer 75
shares, cash dividends on the remaining 25 shares would continue to
be invested through the Plan.
Withdrawal of shares from the Plan will not affect investment of
dividends on the shares withdrawn unless (i) the Participant is no
longer the record holder of such shares, (ii) such investment is
changed by the Participant by delivering to SCANA a change form to
that effect or (iii) the Participant has terminated his participation
in the Plan.
A Participant may terminate his participation in the Plan at any
time by writing to Shareholder Services. Participation in the Plan
also will be terminated if Shareholder Services receives written
notice of the death of a Participant. In addition SCANA, in its sole
discretion, may terminate any Participant's participation in the Plan
after written notice mailed in advance to such Participant at his
address of record. Upon such termination certificates for whole
shares credited to the Participant's account under the Plan will be
issued and a cash payment will be made for any fraction of a share
credited to such account. A Participant who is terminating his
participation in the Plan also may request, if he desires, that the
shares credited to his Plan account be sold. If he requests such a
sale, the sale will be made as described under "Sale of Shares." The
Participant will receive the proceeds of the sale net of brokerage
commissions, related service charges and applicable taxes.
If the termination notice or the notice of death is received
prior to a record date for a dividend, the termination normally will
be processed on the day following receipt of the notice by Shareholder
Services. If the termination notice or the notice of death is
received by Shareholder Services between the record date for a
dividend and the payment date for that dividend and the Participant
has elected dividend investment with respect to any shares of Common
Stock credited to his Plan account, the dividends on such shares will
be invested for the Participant's account. Therefore, the Plan
termination cannot be processed until the number of additional shares
of Common Stock purchased with such dividend has been determined and
credited to the Participant's account. Any optional cash payment
which is received prior to receipt of the notice also will be invested
unless return of the amount is requested in the notice and such notice
is received at least three business days prior to the next Investment
Date. The termination will be processed as promptly as possible
following the dividend payment date.
14
<PAGE>
Tax Consequences of Plan Participation
THE FOLLOWING DISCUSSION RELATES TO THE FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE EFFECT OF SUCH TAX
CONSEQUENCES UPON ANY PARTICIPANT WILL DEPEND UPON SUCH PARTICIPANT'S
INDIVIDUAL CIRCUMSTANCES WHICH, TOGETHER WITH THE STATE AND LOCAL TAX
CONSEQUENCES OF PARTICIPATION, SHOULD BE DISCUSSED BY EACH PARTICIPANT
WITH HIS TAX ADVISOR.
The amount of cash dividends paid by SCANA or SCE&G is considered
taxable income, even though invested under the Plan. The information
returns sent to Participants and the Internal Revenue Service at year-
end will show as dividend income the full amount of dividends invested
under the Plan, as well as cash dividends paid directly to a
Participant, if any.
In the case of Participants whose dividends are subject to
Federal income tax withholding, or backup withholding, the Custodian
will invest dividends less the amount of tax required to be withheld.
A Participant will not realize any taxable income when he
receives certificates for whole shares credited to his Plan account.
When a Participant sells such whole shares or sells shares through the
Plan, gain or loss will be recognized by the Participant in an amount
equal to the difference between the amount realized on the sale and
the cost basis of the shares of Common Stock. For purposes of
computing a gain or loss, the cost basis of shares of Common Stock
acquired through the Plan with respect to any given Investment Date
will be determined by dividing the total of the dividends net of taxes
withheld, if any, and initial and optional cash payments, if any,
invested, by the number of shares of Common Stock, including
fractional shares, acquired, on behalf of a Participant with relation
to that Investment Date. For the purposes of determining whether any
gain or loss is long-term or short-term, shares of Common Stock will
have a holding period beginning on the day after the shares are
allocated to the Participant's account. The sale of shares of Common
Stock through the Plan will be reported to the IRS and to Participants
on Form 1099-B.
Stock Splits, Stock Dividends and Rights Offerings
Any stock dividends or split shares distributed by SCANA on
shares of Common Stock held in a Participant's Plan account will be
added to the account. DIVIDENDS ON SUCH SHARES WILL AUTOMATICALLY BE
INVESTED IN SHARES OF COMMON STOCK UNTIL THE PARTICIPANT NOTIFIES
SHAREHOLDER SERVICES OTHERWISE ON A CHANGE FORM. Stock dividends or
split shares distributed on shares of Common Stock or SCE&G Preferred
Stock registered in the name of the Participant will be mailed
directly to such Participant in the same manner as to stockholders who
are not participating in the Plan.
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<PAGE>
No preemptive rights are attached to the Common Stock. If SCANA,
nevertheless, should determine to offer securities through a rights
offering, a Participant will receive rights based upon the total
number of whole shares of Common Stock credited to his Plan account.
Voting Rights
Participants have the exclusive right to exercise all voting
rights with respect to whole shares of Common Stock credited to their
respective Plan accounts. Participants may vote in person or by
proxy. If a Participant has shares of Common Stock registered in his
name as well as credited to his Plan account the proxy card sent to
the Participant will include all such shares. If a Participant
desires to vote the shares of Common Stock held in his Plan account
in person at the meeting, he may do so by giving notice to the
corporate secretary before the meeting begins.
If no instructions are received on a returned proxy card,
properly signed, with respect to any item thereon, all of a
Participant's shares of Common Stock, those registered in his name,
if any, and those credited to his Plan account, will be voted in the
same manner as for non-participating stockholders who return proxies
and do not provide instructions, in accordance with the
recommendations of SCANA's management. If the proxy card is not
returned, or if it is returned unsigned, none of the Participant's
shares of Common Stock will be voted unless the Participant votes in
person.
Limitation on Liability
Neither SCANA nor any Custodian, in administering the Plan, will
be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of liability
for any fluctuation in the market value before or after the purchase
or sale of shares or with respect to the prices at which shares of
Common Stock are purchased or sold for a Participant's account and the
times such purchases or sales are made or arising out of failure to
terminate a Participant's account upon such Participant's death prior
to receipt of notice in writing of such death. However, nothing
contained in this provision affects a Participant's right to bring a
cause of action based on alleged violations of federal securities
laws.
You are cautioned that this Prospectus does not represent a
change in SCANA's dividend policy or a guarantee of future dividends,
which will continue to depend upon SCANA's earnings, financial
requirements, governmental regulations and other factors.
A Participant should recognize that neither SCANA nor the
Custodian can assure him of a profit or protect him against a loss on
the shares of Common Stock acquired or sold by him pursuant to the
Plan.
Changes to the Plan
SCANA reserves the right to amend, modify, suspend or terminate
the Plan at any time in whole or in part or in respect of Participants
in one or more jurisdictions. Notice of any material amendment or
modification, or of any suspension or termination, will be mailed to
all Participants affected thereby. Upon termination of the Plan by
SCANA, certificates for whole shares credited to a Participant's
account under the Plan will be issued and a cash payment will be made
for any fraction of a share credited to such account.
Governing Law
The terms and conditions of the Plan and its operation are
governed by the laws of the State of South Carolina.
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Interpretation and Regulation of the Plan
SCANA may from time to time adopt such administrative rules and
regulations concerning the Plan as it deems necessary or desirable for
the administration of the Plan. SCANA shall have the power and
authority to interpret the terms and the provisions of the Plan and
shall interpret and construe the Plan and reconcile any inconsistency
or supply any omitted detail in a manner consistent with the general
terms of the Plan and applicable law.
Acceptance of Terms and Conditions of Plan by Participants
Each Participant, by completing an enrollment form and as a
condition of participation in the Plan, for himself, his heirs,
executors, administrators, legal representatives and assigns, approves
and agrees to be bound by the provisions of the Plan and any
subsequent amendments thereto, and all actions of SCANA and the
Custodian thereunder.
Glossary of Plan Terms
Blue Sky Laws State laws providing for the regulation of the
sale of securities.
Custodian Currently Merrill Lynch, Pierce, Fenner & Smith
Incorporated which will hold all shares of Common
Stock purchased under or deposited into the Plan.
Investment Date The first Investment Date under the amended Plan
will be August 1, 1995. Thereafter there will be
two investment dates each month. These
investment dates will be (i) in any month in
which a dividend is paid, the dividend payment
date, usually January 1, April 1, July 1 and
October 1, or if such date is not a business day,
the next business day, and the 15th day of the
month (or if the 15th is not a business day, the
next business day) and (ii) for all other months
the first business day of the month and the 15th
day of the month (or if the 15th is not a
business day, the next business day).
Record Date All shareholders of record on this date (which is
set by the Board of Directors) will be paid the
next dividend. Example: Shareholders of record
on March 10 will be paid the April 1 dividend.
Payment Date Date on which a dividend is paid. Generally,
dividends on Common Stock and SCE&G Preferred
Stock are paid on January 1, April 1, July 1 and
October 1.
Safekeeping Deposit of shares of Common Stock into a Plan
account. Dividends on such shares may be either
invested in Common stock or paid in cash.
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Plan Fee Schedule
Activity Fee
To Establish Account None
Purchase of Shares While shares are newly issued
shares purchased directly from
SCANA no fee is charged.
If shares are purchased by the
Custodian through a stockbroker,
a brokerage commission likely
will be charged.
Sale of Shares Proportionate share of brokerage
commissions, any related service
charges and applicable taxes.
Transfer of Shares None
Issuance of Stock Certificates None
Issuance of Gift Certificates None
Research of Account History None
Issuance of Duplicate Statements None
Issuance of Duplicate Tax Documents None
SCANA
SCANA 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 SCANA are located at 1426 Main
Street, Columbia, South Carolina 29201; its telephone number is (803)
748-3000; and its mailing address is Columbia, South Carolina 29218.
Regulated Businesses
SCANA'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
SCANA's consolidated assets and in 1994 contributed substantially all
of its consolidated net income.
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Nonregulated Businesses
SCANA's other subsidiaries are engaged in the businesses of
(i) acquiring 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) real estate development, management and
sales and (vi) power plant management and maintenance services.
USE OF PROCEEDS
To the extent that newly issued shares of Common Stock are
purchased under the Plan, SCANA intends to apply the net proceeds from
the sale of the Common Stock being offered hereby for general
corporate purposes, principally to fund the construction program of
SCE&G, its principal subsidiary, and the reduction of short-term
indebtedness incurred for such purposes.
PLAN OF DISTRIBUTION
The Common Stock being sold by SCANA under the Plan is being
distributed by SCANA rather than through an underwriter, broker or
dealer. So that the offering contemplated hereby may be conducted by
SCANA in compliance with the state securities or "Blue Sky" laws of
Arizona, Florida, Maine, Nebraska, North Carolina, North Dakota, Ohio,
Oklahoma and Vermont, Advest, which is registered as a broker-dealer
in such states, is forwarding this Prospectus and other offering
materials to investors solely in those states. Advest is forwarding
such materials solely as an accommodation to SCANA, does not recommend
for or against this offer or the suitability of an investment in the
Common Stock for any investor and does not assume any responsibility
for the accuracy or adequacy of the statements made in such materials.
Participants will pay no commissions on shares of Common Stock
purchased directly from SCANA. If the Custodian purchases shares of
Common Stock on the open market participants will pay any and all
related fees, brokerage commissions and expenses incurred in
connection with such open market purchases.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference from SCANA's Annual Report on Form 10-K for
the year ended December 31, 1994 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in
reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters have been passed upon for SCANA by Asbury
H. Gibbes, Esquire, of Columbia, South Carolina, who is Senior Vice
President, General Counsel and Assistant Secretary to SCANA.
At April 30, 1995, Mr. Gibbes, owned beneficially 8,434 shares
of Common Stock, including shares held by the Custodian under the
Dividend Reinvestment and Stock Purchase Plan and shares acquired by
the Trustee under SCANA's Stock Purchase-Savings Plan by use of
contributions made by Mr. Gibbes and SCANA and earnings thereon.
19
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No person has been authorized
to give any information or to make
any representation in connection
with this offering other than those Shares
contained in this Prospectus and,
if given or made, such other
information and representations
must not be relied upon as having
been authorized by SCANA. Neither
the delivery of this Prospectus
nor any sale made hereunder shall,
under any circumstances, create SCANA
any implication that there has Corporation
been no change in the affairs
of SCANA or the Plan since the
date hereof or that the
information contained herein is
correct as of any time subsequent Common Stock
to its date. This Prospectus does
not constitute an offer to sell SCANA Investor Plus Plan
or a solicitation of an offer to
buy any securities other than the
registered securities to which
it relates. This Prospectus does
not constitute an offer to sell PROSPECTUS
or a solicitation of an offer to
buy such securities in any
circumstances in which such
offer or solicitation is unlawful. , 1995
TABLE OF CONTENTS
Page
Available Information........... 3
Incorporation of Certain
Documents by Reference......... 3
SCANA Investor Plus Plan........ 4
SCANA........................... 21
Use of Proceeds................. 21
Plan of Distribution............ 22
Experts......................... 22
Legal Matters................... 22
20
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 15. Indemnification of Directors and Officers.
The South Carolina Business Corporation Act of 1988, and the
Registrant's Bylaws provide for indemnification of the Registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Under Sections 33-8-510, 33-
8-550 and 33-8-560 of the South Carolina Business Corporation Act of
1988, a South Carolina corporation is authorized generally to
indemnify its directors and officers in civil or criminal actions if
they acted in good faith and reasonably believed their conduct to be
in the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful. The Registrant's Bylaws require indemnification of
directors and officers with respect to expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in
relation to matters as to which they shall be adjudged to be liable
for willful misconduct in the performance of duty and to such matters
as shall be settled by agreement predicated on the existence of such
liability. In addition, the Registrant carries insurance on behalf
of directors, officers, employees and agents that may cover
liabilities under the Securities Act. Finally, as permitted by
Section 33-2-102 of the South Carolina Business Corporation Act of
1988, the Registrant's Restated Articles of Incorporation, as amended,
provide that no director of the Company shall be liable to the Company
or its stockholders for monetary damages for breach of his fiduciary
duty as a director occurring after April 26, 1989, except for (i) any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which
involve gross negligence, intentional misconduct or a knowing
violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal
benefit.
Item 16. Exhibits.
Exhibits required to be filed with this Registration Statement
are listed in the Exhibit Index immediately following the signature
page. Certain of such exhibits which have heretofore been filed with
the Securities and Exchange Commission and which are designated by
reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(2) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(3) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
22
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Post-Effective Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Columbia, State of South Carolina, on June 1, 1995.
SCANA CORPORATION
(Registrant)
By: s/L. M. Gressette, Jr.
L. M. Gressette, Jr.
(Chairman of the Board, Chief
Executive Officer, President and
Director)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
Name & Title: L. M. Gressette, Jr., Chairman of the Board,
Chief Executive Officer, President and Director
Date: June 1, 1995
(ii) Principal financial and accounting officer:
By: s/W. B. Timmerman
Name & Title: W. B. Timmerman, Executive Vice President,
Chief Financial Officer, Controller and Director
Date: June 1, 1995
(iii) Other Directors:
*B. L. Amick, W. B. Bookhart, Jr., Hugh M. Chapman, J. B. Edwards,
E. T. Freeman, B. A. Hagood, Bruce D. Kenyon, F. C. McMaster, Henry
Ponder, J. B. Rhodes, E. C. Wall, Jr.
*Signed on behalf of each of these persons:
s/W. B. Timmerman
W. B. Timmerman
(Attorney-in-Fact)
Date: June 1, 1995
Directors who did not sign:
W. T. Cassels, Jr.
W. Hayne Hipp
23
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EXHIBIT INDEX
Sequentially
Numbered
Number Pages
4. Instruments Defining the Rights of Security Holders,
Including Indentures
(a) Restated Articles of Incorporation of the
registrant, as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement
No. 33-49145) and as amended (Exhibit 4
to Form 8-K dated April 27, 1995).......................... #
(b) By-laws of SCANA Corporation as revised and
amended on February 15, 1994 (Exhibit 4.2 to
Registration Statement No. 33-56923)....................... #
(c) Form of SCANA Investor Plus Plan (Filed herewith)......... 25
5. Opinion of A. H. Gibbes, Esq. (Filed herewith).................. 40
23. Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith)......... 41
(b) Consent of A. H. Gibbes (Included in Exhibit 5)
# Incorporated herein by reference as indicated.
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Exhibit 4(b)
FORM OF SCANA INVESTOR PLUS PLAN
SCANA CORPORATION, a South Carolina corporation (the "Company"),
hereby amends and restates its Dividend Reinvestment and Stock
Purchase Plan (the "DRP"), in its entirety to establish the following
SCANA Investor Plus Plan (the "Plan"):
RECITAL:
WHEREAS, the Company desires to amend and restate the DRP to
enable holders of South Carolina Electric & Gas Company ("SCE&G")
Preferred Stock to participate therein and to add other features in
an effort to enhance its attractiveness to investors in the Company's
common stock, without par value (the "Common Stock"); and
WHEREAS, the purpose of the Plan is to provide investors with a
convenient means of acquiring, holding and transferring shares of
Common Stock.
NOW, THEREFORE:
ARTICLE I
Definitions
The terms defined in this Article I shall, for all purposes of
this Plan, have the following respective meanings:
Account
The term "Account" shall mean, as to any Participant, the account
maintained by the Company through its Shareholder Services Department
to which is credited (i) the shares (and including any fraction of a
share computed to three decimal places) of Common Stock (a) purchased
through the Plan, or (b) deposited by such Participant into the Plan
pursuant to Section 4.1 hereof, and credited to such Participant and
(ii) cash held in the Escrow Account or by the Custodian pending
investment in Common Stock for such Participant and credited to such
Participant.
Account Shares
The term "Account Shares" shall mean all shares (including any
fraction of a share) of Common Stock credited to and at any given time
remaining in the Account of a Participant.
Change Form
The term "Change Form" shall mean the documentation that the
Company shall require to be completed prior to a Participant's (i)
changing the number of shares of Common Stock or SCE&G Preferred Stock
with respect to which Dividends are invested pursuant to Section 7.1
hereof, (ii) withdrawal of Account Shares pursuant to Section 7.2
hereof and (iii) termination of participation in the Plan pursuant to
Section 7.3 hereof.
Common Stock
As defined in the Recitals.
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Company
As defined in the introduction to the Recitals.
Company Share Purchase Price
The term "Company Share Purchase Price" shall mean the average
of the high and low sales prices of Common Stock on a given trading
day as reported on The New York Stock Exchange Composite Tape and
published in The Wall Street Journal. In the event no trading is so
reported for a trading day, the Company Share Purchase Price for such
day may be determined by the Company on the basis of such market
quotations as it deems appropriate.
Custodian
The term "Custodian" shall mean the Person appointed by the
Company from time to time pursuant to Section 10.1 hereof to hold all
shares of Common Stock acquired under or deposited into the Plan, and
to purchase and sell shares on the open market pursuant to Section 3.4
and 5.1 hereof.
Direct Deposit Authorization Form
The term "Direct Deposit Authorization Form" shall mean the
documentation that the Company shall require to be completed and
received prior to a Participant having any Dividends on Account Shares
not being invested in Common Stock paid by electronic direct deposit
to the Participant's predesignated bank, savings association or credit
union account pursuant to Section 7.7 hereof.
Dividend
The term "Dividend" shall mean any cash dividends paid on shares
of Common Stock or SCE&G Preferred Stock.
Dividend Payment Date
The term "Dividend Payment Date" shall mean a date on which a
Dividend is paid.
DRP
As defined in the introduction to the Recitals.
Effective Date
The term "Effective Date" shall mean July 18, 1995.
Enrollment Form
The term "Enrollment Form" shall mean the documentation that the
Company shall require to be completed and received prior to an
investor's enrollment in the Plan pursuant to Article II.
Escrow Account
As defined in Section 11.1 hereof.
Escrow Agent
As defined in Section 11.2 hereof.
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Exchange Act
The term "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder.
Fractional Account Shares
The term "Fractional Account Shares" shall mean the shares (and
fractions of shares) of Common Stock held in the Fractional Share
Account.
Fractional Share Account
The term "Fractional Share Account" shall mean an account under
the Plan, consisting of Fractional Account Shares, which is owned by
the Company and administered pursuant to Section 8.3 hereof.
Independent Agent
The term "Independent Agent" shall mean an agent independent of
the Company who satisfies applicable legal requirements (including
without limitation the requirements of Rule 10b-6 and Rule 10b-18
promulgated under the Exchange Act).
Investment Date
The term "Investment Date" shall mean (i) in any month in which
a Dividend Payment Date occurs, such Dividend Payment Date and the
fifteenth day of the month or, if the fifteenth day is not a business
day, the next business day, and (ii) in any month in which no Dividend
Payment Date occurs, the first business day of such month and the
fifteenth day of the month or, if the fifteenth day is not a business
day, the next business day.
Market Share Purchase Price
The term "Market Share Purchase Price" shall mean the weighted
average purchase price per share (including brokerage commissions, any
related service charges and applicable taxes) of the aggregate number
of shares purchased in the open market with respect to an Investment
Date.
Market Share Sales Price
The term "Market Share Sales Price" shall mean the weighted
average sales price per share (net of brokerage commissions, any
related service charges and applicable taxes) of the aggregate number
of shares sold in the open market for the relevant day.
Maximum Amount
As defined in Section 2.4 hereof.
Participant
As defined in Section 2.1 hereof.
Person
The term "Person" shall mean any individual, corporation,
partnership, limited liability company, joint venture, association,
joint-stock company, trust, estate or unincorporated organization.
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Plan
As defined in the introduction to the Recitals.
SCE&G
As defined in the Recitals.
SCE&G Preferred Stock
The term "SCE&G Preferred Stock" shall mean the Preferred Stock
of SCE&G whether issued prior to, on or after the date hereof, set
forth in Section 6.1 hereof, and such other Preferred Stock of SCE&G
as the Company may designate, in its sole discretion, pursuant to
Section 6.2 hereof.
Share Deposit Form
The term "Share Deposit Form" shall mean the documentation that
the Company shall require to be completed and received prior to
deposit of shares of Common Stock for a Participant's Account pursuant
to Section 4.1 hereof.
Statement of Account
The term "Statement of Account" shall mean a written statement
prepared by the Company and sent to each Participant (i) in the month
following any month in which a transaction takes place in a
Participant's Account and (ii) in January of each year which reflects
(a) all transactions to date completed under the Plan during the
calendar year to which it relates, (b) the number of Account Shares
remaining in to such Participant's Account at the date of such
statement and (c) such additional information regarding such
Participant's Account as the Company may determine to be pertinent to
the Participant.
Transfer Request Form
The term "Transfer Request Form" shall mean the documentation
that the Company shall require to be completed and received prior to
a Participant's gift or transfer of Account Shares pursuant to Section
5.2.
Voluntary Payment Form
The term "Voluntary Payment Form" shall mean the documentation
that the Company shall require to be completed and received prior to
an optional cash payment being invested pursuant to Section 2.4
hereof.
A pronoun or adjective in the masculine gender includes the
feminine gender, and the singular includes the plural, unless the
context clearly indicates otherwise.
ARTICLE II
Participation
Section 2.1. Participation. Any Person, whether or not a record
holder of Common Stock, may elect to participate in the Plan; provided
such Person is a resident of, or is organized or incorporated under,
or has its principal place of business in, the United States, and its
possessions.
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An election by a Person to participate in the Plan shall be made
by such Person completing and returning to the Company an Enrollment
Form in which such Person elects to (i) have Dividends on Common Stock
or SCE&G Preferred Stock of which such Person is the record holder
invested in Common Stock pursuant to Section 2.2 hereof, (ii) deposit
shares of Common Stock of which such person is the record holder into
the Plan pursuant to Section 4.1 hereof or (iii) make an initial cash
payment pursuant to Section 2.3 hereof.
Any Person who has met such requirements and has made and not
revoked such election is herein referred to as a "Participant."
Notwithstanding the foregoing, each participant in the DRP on the
Effective Date is automatically a Participant without submitting a new
Enrollment Form; provided, however, that any such Participant who
wishes to change his current participation in any way must submit a
Change Form to the Company. A Participant may elect to participate
in either or both of the forms of investment provided in Sections 2.2
and 2.4 hereof and to utilize the Plan's safekeeping services provided
in Section 4.1 hereof by so indicating on an Enrollment Form or a
Change Form; provided, however, that a Participant who has elected to
make optional cash investments pursuant to Section 2.4 hereof shall
submit to the Company a completed Voluntary Payment Form.
Section 2.2. Dividend Investment. A Participant may elect to
have all or a portion of any Dividend on his Common Stock or SCE&G
Preferred Stock invested in shares of Common Stock to be credited to
his Account in lieu of receiving such Dividend directly. If a
Participant elects to invest only a portion of the Dividends received
on shares of Common Stock or SCE&G Preferred Stock, that portion of
such Dividends not invested in Common Stock will be sent to the
Participant in the manner otherwise associated with payment of such
Dividends. If a Participant elects to invest only a portion of the
Dividends received on his shares of Common Stock credited to his
Account, the portion of Dividends not invested will be sent to the
Participant by check or by electronic direct deposit if the
Participant has elected the direct deposit option provided in Section
7.7 hereof.
Section 2.3. Initial Cash Payment. A Person not already a
Participant may become a Participant by (i) making an initial cash
payment of at least $250 or, (ii) in the case of a Person who is
already a record holder of Common Stock or SCE&G Preferred Stock, of
at least $25 but no more than $100,000, by personal check payable to
SCANA Corporation, to be invested in Common Stock pursuant to Section
3.2 hereof; provided, however, that payment for such initial cash
investment must be accompanied by a completed Enrollment Form.
Section 2.4. Optional Cash Payments. A Participant may elect
to make cash payments at any time or from time to time to the Plan,
by personal check or money order payable to SCANA Corporation, for
investment in Common Stock pursuant to Section 3.2 hereof or, in the
case of regular monthly investments, by automatic bank draft;
provided, however that any Participant who elects to make optional
cash payments pursuant to this Section 2.4 must invest at least $25
for any single investment and may not invest more than $100,000 in
aggregate amounts in any calendar year (the "Maximum Amount"). For
purposes of determining whether the Maximum Amount has been reached,
initial cash payments shall be counted as optional cash payments.
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ARTICLE III
Dividend Investment and Investment of Initial and Optional
Cash Payments
Section 3.1. Dividend Investment. Dividends as to which
investment has been elected by a Participant shall be invested at the
Company's election, in either (i) newly issued shares of Common Stock
purchased from the Company pursuant to Section 3.3 hereof or (ii)
shares of Common Stock purchased by the Custodian in the open market
pursuant to Section 3.4 hereof. No interest shall be paid on
Dividends held by the Custodian pending investment pursuant to Section
3.4. Any Dividends not invested in shares of Common Stock within 30
days of the payment thereof shall be promptly sent to the Participant
by First Class Mail at his address of record.
Section 3.2. Investment of Optional Cash Payments and Initial
Cash Payments. Any optional cash payments and initial cash payments
received by the Company from a Participant at least two business days
prior to an Investment Date shall be invested at the Company's
election, in either (i) newly issued shares of Common Stock purchased
from the Company pursuant to Section 3.3 hereof, or (ii) shares of
Common Stock purchased by the Custodian in the open market pursuant
to Section 3.4 hereof. Optional cash payments and initial cash
payments not received by the Company at least two business days prior
to an Investment Date need not be invested pursuant to Section 3.3 or
3.4 with respect to such Investment Date; provided, however, that any
such optional cash payments and initial cash payments not invested
pursuant to Section 3.3 or 3.4 on such Investment Date shall be
invested pursuant to Section 3.3 or 3.4 on the next succeeding
Investment Date. No interest shall be paid on optional cash payments
and initial cash payments held pending investment pursuant to Section
3.3 or Section 3.4. Any optional cash payments and initial cash
payments to be invested in shares of Common Stock purchased pursuant
to Section 3.3 or 3.4 hereof not invested in shares of Common Stock
within 30 days of receipt by the Company shall be promptly returned
to the Participant by First Class Mail at his address of record.
Section 3.3. Investment in Newly Issued Shares. Investment in
newly issued shares of Common Stock shall be governed by this Section
3.3. On an Investment Date with respect to which the Company elects
to issue new shares to the Plan in order to effect the investment of
Dividends and optional and initial cash payments, the Company shall
issue to the Custodian, for the benefit of the Participants, and in
consideration of the payment of the purchase price thereof, a number
of shares of Common Stock equal to (a)(i) the amount of any Dividends
paid on such Investment Date with respect to which Participants have
elected dividend investment, if any, plus the amount of any optional
cash payments and initial cash payments received by the Company from
Participants since the preceding Investment Date (excluding any
amounts received from Participants within two business days of such
current Investment Date but including any amounts received from such
Participants within two business days prior to the preceding
Investment Date that were not invested with respect to the preceding
Investment Date as set forth in Section 3.2 hereof) less (ii)
Dividends and optional cash payments and initial cash payments to be
returned to Participants pursuant to Section 3.1 or Section 3.2
hereof, if any, divided by (b) the Company Share Purchase Price on the
trading day immediately preceding such Investment Date. Such shares
shall be issued to, and registered in the name of, the Custodian, or
its nominee, as custodian for the Participants. The number of shares
(and/or fraction of a share rounded to three decimal places) of Common
Stock that shall be credited to a Participant's Account with respect
to an Investment Date to which this Section 3.3 applies shall be equal
to (a) the amount of Dividends, optional cash payments and initial
cash payments, if any, invested on such Investment Date on behalf of
such Participant divided by (b) the Company Share Purchase Price on
the trading day immediately preceding such Investment Date.
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Section 3.4. Investment in Shares Purchased in the Open Market.
Investment in shares of Common Stock purchased in the open market
shall be governed by this Section 3.4. On an Investment Date with
respect to which the Company elects to effect the investment of
Dividends and optional and initial cash payments in shares of Common
Stock purchased by the Custodian in the open market, the Company shall
forward to the Custodian to be invested for the benefit of the
Participants an amount equal to (a) the Dividends paid on such
Investment Date with respect to which Participants have elected
dividend investment, if any, plus the amount of any optional cash
payments and initial cash payments received by the Company from
Participants since the preceding Investment Date (excluding any
amounts received from Participants within two business days of such
current Investment Date but including any amounts received from such
Participants within two business days prior to the preceding
Investment Date as set forth in Section 3.2 hereof) less (b) any
Dividends and optional cash payments and initial cash payments to be
returned to Participants pursuant to Section 3.1 or Section 3.2
hereof. The Custodian shall apply such funds to the purchase of
shares of Common Stock in the open market pursuant to this Section
3.4. Such shares shall be registered in the name of the Custodian,
or its nominee, as custodian for the Participants. Purchases in the
open market pursuant to this Section 3.4 may begin on the applicable
Investment Date and shall be completed prior to the next Investment
Date unless completion at a later date is necessary or advisable under
applicable law, including without limitation any federal securities
laws. Open market purchases pursuant to this Section 3.4 may be made
on any securities exchange on which the Common Stock is traded, in the
over-the-counter market or by negotiated transactions, and may be upon
such terms and subject to such conditions with respect to price,
delivery and otherwise to which the Custodian may agree. With regard
to open market purchases of shares of Common Stock pursuant to this
Section 3.4, none of the Company, any affiliated Purchasers or any
Participant shall have any authority or power to direct the time or
price at which shares of Common Stock may be purchased, the markets
on which such shares are to be purchased (including any securities
exchange, in the over-the-counter market or in negotiated
transactions) or the selection of the broker or dealer (other than the
Custodian) through or from whom purchases may be made, except that the
timing of such purchases must be made in accordance with the terms and
conditions of the Plan. For the purpose of making, or causing to be
made, purchases of shares of Common Stock pursuant to this Section
3.4, and sales of Account Shares pursuant to Section 5.1 hereof, the
Custodian shall be entitled to commingle each Participant's funds with
those of all other Participants and to offset purchases of shares of
Common Stock against sales of shares of Common Stock to be made for
Participants, resulting in a net purchase or a net sale of shares.
The number of shares (and/or fraction of a share rounded to three
decimal places) of Common Stock that shall be credited to a
Participant's Account with respect to an Investment Date to which this
Section 3.4 applies shall be equal to (a) the amount of Dividends,
optional cash payments and initial cash payments, if any, invested
with respect to such Investment Date on behalf of such Participant
divided by (b) the Market Share Purchase Price with respect to such
Investment Date.
Section 3.5. Request to Stop Investment. If a written request
to stop investment of optional cash payments or an initial cash
payment is received by the Company from a Participant at least three
business days before the next Investment Date, any optional cash
payments or initial cash payments from such Participant then held by
the Company shall not be invested in Common Stock and shall be
returned to such Participant. If such a request is not received by
the Company at least three business days prior to an Investment Date,
any such optional cash payments or initial cash payments shall be
invested in shares of Common Stock for such Participant's Account.
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ARTICLE IV
Safekeeping Services for Deposited Common Stock
Section 4.1. Deposited Common Stock. A Participant may elect
to have shares of Common Stock of which the Participant is the record
holder deposited into the Plan by completing a Share Deposit Form and,
if such person is not then a Participant, an Enrollment Form, or if
such person is then a Participant, a Change Form, and delivering
certificates evidencing the shares to be deposited and the Share
Deposit Form along with the Enrollment Form or the Change Form, as
applicable, to the Company. Shares of Common Stock so deposited shall
be transferred into the name of the Custodian or its nominee and
credited to the depositing Participant's Account. Dividends paid on
shares of Common Stock deposited into the Plan pursuant to this
Section 4.1 shall be invested in Common Stock pursuant to Article III
hereof unless a Participant notifies the Company otherwise on the
Enrollment Form or the Change Form, as applicable.
Section 4.2. Withdrawal of Common Stock Deposited Pursuant to
Section 4.1. Shares of Common Stock deposited pursuant to Section 4.1
hereof may be withdrawn from the Plan pursuant to Section 7.2 hereof.
ARTICLE V
Sale of Account Shares; Gift or Transfer of Account Shares
Section 5.1. Sale of Account Shares. A Participant may request,
at any time, that all or a portion of his Account Shares be sold by
delivering to the Company instructions to that effect; provided,
however, that no fractional share may be sold unless the Participant
requests the sale of all his Account Shares. The Company shall
forward such sale instructions to the Custodian within five business
days after receipt thereof (except in the case of instructions to sell
all Account Shares of a Participant described below in the immediately
following paragraph). The Custodian shall make such sales as soon as
practicable (in accordance with stock transfer requirements and
federal and state securities laws) after processing such sale
instructions. As soon as practicable following the receipt of
proceeds from such sale, the Company shall mail by First Class Mail
to such Participant at his address of record a check in an amount
equal to (a) the Market Share Sales Price multiplied by (b) the number
of Account Shares sold.
If instructions for the sale of Account Shares are received on
or after the record date for a Dividend but before the related
Dividend Payment Date, the sale shall be processed as described above,
and the dividends on such shares shall be paid to the Participant or
invested in shares of Common Stock pursuant to the Plan in accordance
with the Participant's then effective instructions under the Plan.
Notwithstanding the foregoing, if a Participant requests the sale of
all his Account Shares and such Participant has elected to invest
Dividends on any of such shares then if a request is received between
a dividend record date and the related Dividend Payment Date, such
sale shall not be effected until after such Dividend has been invested
pursuant to the Plan and the shares of Common Stock purchased
therewith are credited to his Account). Following the investment of
such Dividend, the Company shall forward such sale instructions to the
Custodian.
With regard to open market sales of Account Shares pursuant to
this Section 5.l, neither the Company nor any Participant shall have
any authority or power to direct the time or price at which shares of
Common Stock may be sold, the markets on which such shares are to be
sold (including on any securities exchange, in the over-the-counter
market or in negotiated transactions) or the selection of the broker
or dealer (other than the Custodian) through or from whom sales may
be made, except that the timing of such sales must be made in
accordance with the terms and conditions of the Plan.
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Section 5.2. Gift or Transfer of Account Shares. A Participant
may elect to transfer (whether by gift, private sale or otherwise)
ownership of all or a portion of his Account Shares by delivering to
the Company a completed Transfer Request Form to that effect and a
stock assignment (stock power) acceptable to the Company. No fraction
of a share of Common Stock credited to the transferor's Account shall
be transferred unless the transferor's entire Account is transferred.
Transfers outside of the Plan shall be treated as withdrawals and
shall be governed by Section 7.2.
Account Shares transferred to the Account of another Participant
or to establish an Account for a Person not already a Participant in
accordance with the preceding paragraph shall continue to be
registered in the name of the Custodian as custodian and shall be
credited to the transferee's Account. If the transferee is not
already a Participant, an Account shall be opened in the name of the
transferee and in any event the Company shall send the transferee a
Statement of Account showing the number of shares transferred and now
held in his Account as soon as practicable after such transfer.
Unless otherwise requested by a transferee on a completed Change Form,
the Dividends on such transferred Account Shares shall be invested in
shares of Common Stock under the Plan. The transferor may request
that the Company send a gift certificate directly to such transferee
or request that the Company deliver such gift certificate to the
transferor for personal delivery to the transferee.
If a completed Transfer Request Form with regard to Account
Shares is received after a record date for a Dividend but before the
related Dividend Payment Date, the transfer shall be processed as
described above and the dividends on such shares shall be paid to the
Participant or invested in shares of Common Stock pursuant to the Plan
in accordance with the Participant's then effective instructions under
the Plan. Notwithstanding the foregoing, if a completed Transfer
Request Form with regard to all Account Shares of a Participant is
received by the Company between a record date for a Dividend and the
related Dividend Payment Date, and such Participant has elected to
invest Dividends on any of such Account Shares, such transfer shall
not become effective until after such Dividend has been invested
pursuant to the Plan and the shares of Common Stock purchased
therewith are credited to his Account). Following the investment of
such Dividend, the Company shall effect such transfer.
Section 5.3. Investment of Dividends on Remaining Account
Shares. If only a portion of a Participant's Account Shares are
shares with respect to which the Participant has elected to invest
dividends and the Participant elects to (i) sell a portion of his
Account Shares pursuant to Section 5.1 hereof, (ii) transfer a portion
of his Account Shares pursuant to Section 5.2 hereof or (iii) withdraw
a portion of his Account Shares pursuant to Section 7.2 hereof, all
of the Account Shares with respect to which the Participant has
elected to invest Dividends shall be sold, transferred or withdrawn,
as the case may be, before any Account Shares with respect to which
the Participant has elected not to invest Dividends are sold,
transferred or withdrawn unless the Participant gives specific
instructions to the contrary in connection with such sale, transfer
or withdrawal of Account Shares.
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ARTICLE VI
SCE&G Preferred Stock
Section 6.1. Current SCE&G Preferred Stock. The following
preferred stock of SCE&G shall be SCE&G Preferred Stock for the
purposes hereof:
Cumulative Preferred Stock (Not subject to purchase or sinking
funds):
$100 Par Value - Series 8.40%
$ 50 par Value - Series 5.00%
Cumulative Preferred Stock (Subject to purchase or sinking funds):
$100 Par Value - Series 7.70%
$100 Par Value - Series 8.12%
$50 Par Value - Series 4.50%
$50 Par Value - Series 4.60%
$50 Par Value - Series 4.60% (A)
$50 Par Value - Series 4.60% (B)
$50 Par Value - Series 5.125%
$50 Par Value - Series 6.00%
$50 Par Value - Series 8.72%
$50 Par Value - Series 9.40%
Section 6.2. Additional SCE&G Preferred Stock. The Company may
from time to time or at any time designate other preferred stock of
SCE&G as SCE&G Preferred Stock by amending Section 6.1 to include such
other preferred stock.
ARTICLE VII
Treatment of Accounts
Section 7.1. Changing Plan Options. A Participant may elect to
change his Plan options, including (i) changing the investment levels
(i.e., full, partial or none) of Dividends on Common Stock or SCE&G
Preferred Stock and (ii) changing the designation of shares of Common
Stock or SCE&G Preferred Stock on which Dividends are to be invested,
by delivering to the Company a Change Form to that effect. To be
effective with respect to any Dividend, the Change Form must be
received by the Company prior to the record date for such Dividend.
If the Change Form is not received by the Company prior to the record
date of a Dividend, such change shall not become effective until after
the next Dividend Payment Date. After the effectiveness of the Change
Form, Dividends on shares of Common Stock and SCE&G Preferred Stock
as to which the investment election has been revoked will be paid in
cash or with regard to Dividends on Account Shares, by direct deposit
to the Participant's designated direct deposit account, if such
Participant has elected the direct deposit option pursuant to Section
7.7 hereof.
Section 7.2. Right of Withdrawal. A Participant may, at any
time or from time to time, withdraw from the Plan all or any part
(other than fractions) of his Account Shares by delivering to the
Company (i) appropriate withdrawal instructions to that effect, if
such Participant will be the record holder of such Account Shares
after withdrawal or (ii) a completed Transfer Request Form and a stock
assignment (stock power) to that effect, if the Participant will not
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be the record holder of such Account Shares after withdrawal. Subject
to the limitations described in the immediately following paragraph,
as soon as practicable following the Company's receipt of (i)
appropriate withdrawal instructions or (ii) a completed Transfer
Request Form and a stock assignment (stock power), as the case may be,
which indicates the Participant's desire to withdraw whole Account
Shares, the Company shall mail by First Class Mail to the Participant
at his address of record, or to the address of the designated
transferee, certificates representing such designated Account Shares.
If withdrawal instructions or a Transfer Request Form with regard
to Account Shares is received by the Company after the record date for
a Dividend but before the related Dividend Payment Date, the
withdrawal shall be processed as described above and the dividends on
such shares shall be paid to the Participant or, invested in shares
of Common Stock pursuant to the Plan in accordance with the
Participants then effective instructions under the Plan.
Notwithstanding the foregoing, if withdrawal instructions or a
Transfer Request Form with regard to all the Account Shares is
received by the Company between the record date for a Dividend and the
related Dividend Payment Date, and any of such shares are shares on
which Dividends are invested, such withdrawal shall not become
effective until after such Dividend has been invested pursuant to the
Plan and the shares of Common Stock purchased therewith are credited
to his Account). As soon as practicable following such investment of
such Dividend, the Company shall mail by First Class Mail to the
Participant at his address of record, or to the address of the
designated transferee, certificates representing the Account Shares
withdrawn.
Withdrawal of Account Shares shall not affect investment of
Dividends on the Account Shares withdrawn unless (i) the Participant
is no longer the record holder of such Account Shares, (ii) such
investment is changed by the Participant by delivering to the Company
a Change Form to that effect pursuant to Section 7.1 hereof or (iii)
the Participant has terminated his participation in the Plan.
Section 7.3. Termination of Participation. A Participant may
terminate his participation in the Plan at any time by giving notice
to the Company. Participation in the Plan also will be terminated if
the Company receives notice of the Participant's death. The Company
shall treat any termination of participation as a request for
withdrawal of all of such Participant's whole Account Shares pursuant
to Section 7.2 hereof unless the Participant requests that the shares
in his Account be sold pursuant to Section 5.1. The Company, in
addition to mailing certificates representing all whole Account
Shares, if any, pursuant to Section 7.2 hereof, shall mail by First
Class Mail to the Participant at his address of record a check for an
amount equal to the cash value of any fraction of a share of Common
Stock then remaining in his Account. Such fraction of a share shall
be valued at the Company Share Purchase Price for the trading day
immediately preceding the date the termination is processed.
If the termination notice or the notice of death is received
prior to a record date for a Dividend, the termination will be
processed as soon as practicable after receipt. If the termination
notice or the notice of death is received between the record date for
a Dividend and the payment date for that Dividend and the Participant
has elected Dividend investment with respect to any shares of Common
Stock credited to his Account, the termination will not be processed
until the Dividends on such shares have been invested. Any optional
cash payment which is received prior to receipt of the notice also
will be invested unless return of the amount is requested in the
notice and such notice is received at least three business days prior
to the next Investment Date. The termination will be processed as
promptly as possible following the Dividend Payment Date.
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Section 7.4. Stock Splits, Stock Dividends and Rights Offerings.
Any shares or other securities representing stock dividends or other
noncash distributions on Account Shares shall be credited to the
Participants' Accounts. Stock splits, combinations, recapitalizations
and similar events affecting the Common Stock shall, as to share
balances in Accounts of Participants, be credited to such Accounts on
a pro rata basis. Dividends on such shares will be invested in shares
of Common Stock under the Plan until a Participant notifies the
Company otherwise on a Change Form.
In the event of a rights offering, a Participant shall receive
rights based upon the total number of whole shares of Common Stock
then remaining in his Account.
Section 7.5. Shareholder Materials; Voting Rights. The Company
shall send or forward to each Participant all applicable proxy
solicitation materials, other shareholder materials or consent
solicitation materials. Participants shall have the exclusive right
to exercise all voting rights respecting Account Shares credited to
their respective Accounts. A Participant may vote any of his whole
Account Shares in person or by proxy. A Participant's proxy card
shall include his whole Account Shares and shares of Common Stock of
which he is the record holder. Account Shares shall not be voted
unless a Participant or his proxy votes them. Fractions of shares of
Common Stock shall not be voted.
Solicitation of the exercise of Participants' voting rights by
the management of the Company and others under a proxy or consent
provision applicable to all holders of Common Stock shall be
permitted. Solicitation of the exercise of Participants' tender or
exchange offer rights by management of the Company and others shall
also be permitted. The Company shall notify the Participants of each
occasion for the exercise of their voting rights or rights with
respect to a tender offer or exchange offer within a reasonable time
before such rights are to be exercised. Such notification shall
include all information distributed to the shareholders of the Company
by the Company regarding the exercise of such rights.
Section 7.6. Statements of Account. As soon as practicable
after a person becomes a Participant, the Company shall send such
Participant an acknowledgement form notifying him that an Account has
been established in his name. Thereafter, the Company shall send each
Participant an annual Statement of Account which shall be mailed on
or before January 31 of each calendar year and, in addition, the
Company shall send each Participant a Statement of Account with
respect to each month in which such Participant made an optional cash
payment, deposited Common Stock into the Plan pursuant to Section 4.1
hereof, transferred, withdrew or sold Account Shares or had Dividends
invested in Common Stock.
Section 7.7. Direct Deposit Option. A Participant may elect to
have any Dividends on Account Shares not being invested in Common
Stock pursuant to the Plan paid by electronic direct deposit to the
Participant's predesignated bank, savings association or credit union
account. To receive such direct deposit of funds, a Participant must
complete, sign and return a Direct Deposit Authorization Form to the
Company. Direct deposit will become effective as soon as practicable
after receipt of a completed Direct Deposit Authorization Form. A
Participant may change his designated direct deposit account any time
by delivering a new completed Direct Deposit Authorization Form to the
Company.
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ARTICLE VIII
Certificates and Fractions of Shares
Section 8.1. Certificates. A Participant, at any time or from
time to time, may request in writing to receive a certificate for all
or a portion of his whole Account Shares. The Company shall treat
such request as a request for a withdrawal of shares pursuant to
Section 7.2 hereof. Promptly following such withdrawal the Company
shall mail such certificate by First Class Mail to such Participant
at his address of record; provided, however, that upon the withdrawal
of such shares the shares shall no longer be Account Shares but any
of such shares which were designated for investment of Dividends shall
remain shares on which Dividends are invested (except to the extent
such Participant elects not to have Dividends on such Account Shares
invested in Common Stock on a Change Form).
Section 8.2. Fractional Shares. Fractions of shares of Common
Stock shall be credited to Accounts as provided in Article III hereof;
provided, however, that no certificate for a fraction of a share shall
be distributed to any Participant at any time; and provided further,
that the Company shall issue and sell only whole shares of Common
Stock to the Custodian in respect of Dividends invested in, and
purchases made by the Custodian hereunder of, newly issued shares of
Common Stock.
Section 8.3. Fractional Share Account. In the event that, upon
a Participant's termination of participation in the Plan, the Account
of such Participant is credited with a fraction of a share of Common
Stock, such fraction of a share shall be purchased by the Company for
the Fractional Share Account at the Company Share Purchase Price
determined as of the trading date specified in Section 7.3 hereof, and
the proceeds thereof shall be remitted to such Participant as set
forth in Section 7.3 hereof.
If on any Investment Date the aggregate amount of optional cash
payments, initial cash payments and Dividends to be invested with
respect to such date is not sufficient to purchase a whole number of
shares of Common Stock, the Company shall issue to the Custodian or
the Custodian shall purchase on the open market, as the case may be,
the whole number of shares which such funds are sufficient to purchase
and the Company shall sell to the Participants out of the Fractional
Share Account the fraction of a share which the remaining funds are
sufficient to purchase at the Company Share Purchase Price on the
trading date immediately preceding the applicable Investment Date.
ARTICLE IX
Concerning the Plan
Section 9.1. Suspension, Modification and Termination. The
Company may at any time and from time to time, at its sole option,
suspend, modify, amend or terminate the Plan, in whole, in part or in
respect of Participants in one or more jurisdictions; provided,
however, no such amendment shall decrease the Account of any
Participant or result in a distribution to the Company of any amount
credited to the Account of any Participant. Upon complete termination
of the Plan, the Accounts of all Participants (or in the case of
partial termination of the Plan, the Accounts of all affected
Participants) shall be treated as if each such Participant had elected
to terminate his participation in the Plan pursuant to Section 7.3
hereof, except that any fraction of a share of Common Stock shall be
valued as of the trading date immediately preceding the date on which
the Plan is terminated. The Company shall promptly send each affected
Participant notice of such suspension, modification or termination.
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Section 9.2. Rules and Regulations. The Company may from time
to time adopt such administrative rules and regulations concerning the
Plan as it deems necessary or desirable for the administration of the
Plan. The Company shall have the power and authority to interpret the
terms and the provisions of the Plan and shall interpret and construe
the Plan and reconcile any inconsistency or supply any omitted detail
in a manner consistent with the general terms of the Plan and
applicable law.
Section 9.3. Costs. All costs of administration of the Plan
shall be paid by the Company; provided, however, that any brokerage
commissions, service charges or applicable taxes incurred in
connection with open market purchases and sales of shares of Common
Stock made under the Plan shall be borne by the Participants.
Section 9.4. Termination of a Participant's Participation in the
Plan. The Company in its sole discretion, may terminate any
Participant's participation in the Plan after written notice mailed
in advance to such Participant at his address of record. Upon such
termination, the Account of such Participant shall be treated as if
he had elected to terminate his participation in the Plan pursuant to
Section 7.3 hereof, except that any fraction of a share of Common
Stock shall be valued as of the trading date immediately preceding the
date on which such Participant's participation is terminated.
ARTICLE X
Administration of the Plan
Section 10.1. Selection of a Custodian. The Custodian shall be
appointed by the Company and shall be an Independent Agent. The
Custodian's appointment to serve as such may be revoked by the Company
at any time. The Custodian may resign at any time upon reasonable
notice to the Company.
Section 10.2. Compensation. The officers of the Company shall
make such arrangements regarding compensation, reimbursement of
expenses and indemnification of the Custodian as they from time to
time deem reasonable and appropriate.
Section 10.3. Authority and Duties of Company. The Company
shall have the authority to undertake any act necessary to fulfill its
duties as set forth in the various provisions of the Plan. Promptly
following receipt thereof, the Company shall deposit all optional cash
payments and initial cash payments in the Escrow Account. The Company
shall maintain appropriate records of the Accounts of Participants and
the Fractional Share Account.
Section 10.4. Liability of the Company and the Custodian.
Neither the Company nor the Custodian shall be liable for any act done
in good faith, or for the good faith omission to act in administering
or performing their duties with respect to the Plan, including,
without limitation, any claim of liability arising out of failure to
terminate a Participant's Account upon such Participant's death prior
to receipt of notice in writing of such death, or with respect to the
prices at which shares are purchased or sold for a Participant's
Account and the times when such purchases and sales are made, or with
respect to any loss or fluctuation in market value after the purchase
or sale of such shares.
Section 10.5. Records and Reports. The Company shall keep
appropriate records concerning the Plan, Accounts of Participants,
purchases and sales of Common Stock made under the Plan and
Participants' addresses of record and shall send Statements of Account
to each Participant in accordance with the provisions of Section 7.6
hereof.
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Section 10.6. Source of Shares of Common Stock. The Company
shall not change the source of shares of Common Stock purchased by
Participants in the Plan (i.e., either (i) newly issued shares of
Common Stock purchased from the Company or (ii) shares of Common Stock
purchased in the open market) more than once every three months. At
any time that the source of shares of Common Stock purchased for the
Plan is shares purchased in the open market, the Company shall not
exercise its right to change the source of shares absent a
determination by the Company's Board of Directors or Chief Financial
Officer that the Company has a need to raise additional capital or
there is another valid reason for the change.
ARTICLE XI
Escrow Account
Section 11.1. Establishment of Escrow Account. The Company
shall establish and maintain an escrow account (the "Escrow Account")
into which all optional cash payments and initial cash payments
received from Participants shall be deposited by the Company to be
held pending investment in Common Stock. Such account or such other
non-interest bearing accounts the Company may establish from time to
time hereunder shall be with a commercial bank organized under the
laws of the United States or any state which has assets in excess of
$500,000,000. The Escrow Account shall be non-interest bearing, but
may carry credits for compensating balances which credit shall be for
the exclusive benefit of the Company.
Section 11.2. General Duties of the Company. The Company shall
provide the escrow agent (the "Escrow Agent") with a true and correct
copy of the Plan and true and correct copies of any amendments to the
Plan promptly upon their adoption and shall certify to the Escrow
Agent the names and specimen signatures of any person who shall have
withdrawal authority with respect to the Escrow Account on behalf of
the Company.
Section 11.3. Escrow Agent's Compensation. The Company shall
make such arrangements regarding compensation, reimbursement of
expenses and indemnification of the Escrow Agent as it may from time
to time deem reasonable and appropriate and the Company shall be
responsible for the payment of all of such compensation, reimbursement
and indemnification.
ARTICLE XII
Miscellaneous Provisions
Section 12.1. Controlling Law. The Plan shall be construed,
regulated and administered under the laws of the State of South
Carolina.
Section 12.2. Acceptance of Terms and Conditions of Plan by
Participants. Each Participant, by completing an Enrollment Form and
as a condition of participation herein, for himself, his heirs,
executors, administrators, legal representatives and assigns, approves
and agrees to be bound by the provisions of this Plan and any
subsequent amendments hereto, and all actions of the Company and the
Custodian hereunder.
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Exhibit 5
SCANA CORPORATION
1426 Main Street
Columbia, South Carolina 29201
June 1, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
SCANA Corporation (the "Company") proposes to file with the
Securities and Exchange Commission a Post-Effective Amendment to its
Registration Statement No 33-50571 on Form S-3 with respect to the
public offering and sale of shares of the Company's Common Stock,
without par value (the "Stock"), through operation of the SCANA
Investor Plus Plan (the "Plan") which is a continuation (by amendment
and restatement) of the Company's Dividend Reinvestment and Stock
Purchase Plan.
I have participated in the preparation of the aforesaid Post-
Effective Amendment and the Prospectus forming a part thereof and am
familiar with all other proceedings of the Company in connection with
the proposed issuance and sale of the Stock pursuant to the Plan. I
have also made such further investigation as I have deemed pertinent
and necessary as a basis for this opinion.
Based upon the foregoing, I advise you that, upon (a) the
aforesaid Post-Effective Amendment becoming effective; (b) the
issuance and sale of the Stock in accordance with the terms of the
Plan, (c) the due execution, registration and countersignature of the
certificates of the Stock; and (d) the delivery of the Stock to the
Plan custodian against receipt of the purchase price therefor; in my
opinion the Stock will have been duly authorized and legally and
validly issued and will be fully paid and nonassessable.
I hereby consent to the use of this opinion in connection with
the aforesaid Post-Effective Amendment and I also consent to the
making of the statements with reference to me under the heading "Legal
Matters" in the aforesaid Prospectus.
Yours truly,
s/Asbury H. Gibbes
Asbury H. Gibbes
General Counsel
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment to Registration Statement No. 33-50571 of SCANA
Corporation on Form S-3 of our report dated February 6, 1995 appearing
in the Annual Report on Form 10-K of SCANA Corporation for the year
ended December 31, 1994, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
June 1, 1995
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