SCANA
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
MARCH 17, 1995
To the Stockholders of SCANA Corporation:
We extend to you a cordial invitation to attend the 1995 Annual Meeting
of Stockholders to be held on Thursday, April 27, 1995, at 10:00 A.M., Eastern
Daylight Time. The meeting will be held in the Ballroom of the Embassy Suites
Hotel, 200 Stoneridge Drive, Columbia, South Carolina. The matters to be
acted upon at the meeting are set forth in the formal notice on the following
page. At the meeting, we will report on the Company's progress, plans and
prospects, and respond to your questions and comments.
At the 1994 Annual Meeting of Stockholders, 86.1% of the Common Stock was
represented in person or by proxy. Though this response was gratifying, we
would like to have an even greater representation at the 1995 meeting.
Therefore, whether you own one share or many, it is important that you date,
sign and return your proxy as soon as possible. The prompt return of your
proxy will reduce follow-up work with its attendant expense to the Company.
Sincerely,
s/Lawrence M. Gressette, Jr.
LAWRENCE M. GRESSETTE, JR.
Chairman of the Board, President
and Chief Executive Officer
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SCANA CORPORATION
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
Notice of Annual Meeting of Stockholders
To the Stockholders:
The Annual Meeting of Stockholders of SCANA Corporation (the "Company")
will be held on Thursday, April 27, 1995, at 10:00 A.M., Eastern Daylight
Time, in the Ballroom of the Embassy Suites Hotel, 200 Stoneridge Drive,
Columbia, South Carolina. The matters to be considered and acted on by the
stockholders at this meeting are as follows:
1. The election of six Class II Directors;
2. The appointment of independent public accountants to audit the
books of the Company for the year ending December 31, 1995; and
3. The transaction of such other business as may legally come
before the meeting.
Details of the matters to be acted on by the stockholders are set forth
in the following Proxy Statement which is hereby incorporated as a part of
this notice of meeting.
All holders of issued and outstanding common stock of the Company of
record at the close of business on March 10, 1995 are entitled to notice of
and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
s/Kevin B. Marsh
KEVIN B. MARSH, Secretary
March 17, 1995
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SCANA CORPORATION
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 27, 1995
Approximate date of first mailing to stockholders: March 17, 1995
This statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SCANA Corporation (herein sometimes
called "SCANA" or the "Company") to be used at the Annual Meeting of
Stockholders of the Company to be held on April 27, 1995 and at any
adjournment thereof with respect to the matters referred to in the
accompanying notice.
The Company's Annual Report to Stockholders for 1994 is being mailed
along with this Proxy Statement to each stockholder of record as of March 10,
1995.
PROXY PROCEDURE
The Annual Meeting of Stockholders is being called in order to consider
and take action with respect to the matters set forth in the Notice of Annual
Meeting of Stockholders on the preceding page, as more fully set forth below.
Only holders of issued and outstanding common stock of the Company ("Common
Stock") of record at the close of business on March 10, 1995 are entitled to
notice of and to vote at the meeting or any adjournment thereof. At such
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record date, the Company had 48,399,598 outstanding shares of Common Stock,
each entitling the holder thereof to one vote per share.
Since many of our stockholders are unable to attend the Annual Meeting,
the Company's Board of Directors solicits proxies so that each stockholder has
the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned, properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. However, if a stockholder does not return a signed proxy card,
his or her shares will not be voted by the Board-appointed Proxies.
Stockholders are urged to mark the boxes on the proxy card to indicate how
their shares are to be voted. If no choices are specified, the shares
represented by a properly signed and dated proxy card will be voted as
recommended by the Board of Directors. The proxy card also confers
discretionary authority on the Board-appointed Proxies to vote the shares
represented by the proxy on any other matter that is properly presented for
action at the Annual Meeting. A stockholder who returns a proxy card may
revoke it at any time before it is voted by giving notice in writing to the
Secretary of the Company, by granting a subsequent proxy or by giving notice
in person at the Annual Meeting.
If a stockholder participates in the Company's Dividend Reinvestment and
Stock Purchase Plan (the "DRP Plan") or Stock Purchase Savings Plan (the
"Savings Plan"), his proxy card represents both the number of shares
registered in his name and the number of full shares credited to his DRP Plan
or Savings Plan account. All such shares will be voted in accordance with the
instructions on the proxy card.
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ELECTION OF DIRECTORS - PROPOSAL 1
The Company's Restated Articles of Incorporation (the "Articles") divide
the Board of Directors into three classes (I, II and III), the members of a
single class being elected each year for a three-year term. The terms of the
six Class II Directors presently in office will expire at the 1995 Annual
Meeting of Stockholders. The terms of Class III and Class I Directors will
expire at the Annual Meeting of Stockholders in 1996 and 1997, respectively.
Class III currently has a vacancy which at this time the Board of Directors
does not intend to fill. The Board of Directors will have the power to fill
the vacancy at any time between the Annual Meeting and the next Annual Meeting
of Stockholders. Any person appointed to fill such vacancy would hold office
only until the next Annual Meeting of Stockholders. All six of the Class II
Directors presently in office were elected at the 1992 Annual Meeting of
Stockholders. The terms of the Class II Directors elected at this meeting
will expire at the Annual Meeting of Stockholders in 1998.
The accompanying proxy, unless you specify otherwise thereon, will be
voted for the election to the Board of Directors of the six nominees for
Class II Directors. Should any nominee be unavailable for election by reason
of death or other unexpected occurrence, the enclosed proxy may be voted with
discretionary authority in connection with the nomination and election of any
substitute nominee; however, the number of directors elected shall be only
six.
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Each holder of Common Stock of record at the close of business on
March 10, 1995 is entitled to one vote per share so held for the election of
each of the persons nominated. Directors are elected by a plurality of the
votes cast by the holders of shares of the Company's Common Stock at a meeting
at which a quorum is present. "Plurality" means that the individuals who
receive the largest number of votes cast are elected as directors up to a
maximum number of directors to be chosen at the meeting. Consequently, any
shares not voted (whether by abstention, broker nonvote or otherwise) have no
impact in the election of directors except to the extent the failure to vote
for an individual results in another individual receiving a larger number of
votes.
The information set forth hereafter as to the principal occupations and
directorships of the nominees and continuing directors has been furnished to
the Company by such persons. Each director of the Company is also a director
of South Carolina Electric & Gas Company, the principal subsidiary of the
Company.
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NOMINEES FOR CLASS II DIRECTORS
TERMS EXPIRING AT THE ANNUAL MEETING IN 1995
William B. Bookhart, Jr.
Mr. Bookhart is a partner in Bookhart Farms, which operates a general
farming business in Elloree, South Carolina, and has held that position for
more than five years. Mr. Bookhart, age 53, has been a director of the
Company since 1979. He is a member of the Audit Committee, the Nuclear
Oversight Committee and the Long-Term Compensation Committee.
James B. Edwards, D.M.D.
Dr. Edwards is President and Professor of Maxillofacial Surgery of the
Medical University of South Carolina in Charleston and has held these
positions for more than five years. He was the U. S. Secretary of Energy from
January 1981 to November 1982 and served as Governor of South Carolina from
1975 to 1979. Dr. Edwards, age 67, has been a director of the Company since
1986 and also serves as a director for Phillips Petroleum Company, Brendle's,
Inc., Chemical Waste Management, Inc., IMO Industries, Inc., Wachovia Bank of
South Carolina, National Data Corporation and Encyclopedia Britannica. He is
Chairman of the Nuclear Oversight Committee, and a member of the Executive and
the Long-Term Compensation Committees.
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Elaine T. Freeman
Mrs. Freeman is the Executive Director of ETV Endowment of South
Carolina, Inc., a non-profit organization in Spartanburg, South Carolina, and
has held this position for more than five years. Mrs. Freeman, age 59, has
been a director of the Company since 1992 and also serves as a director of
National Bank of South Carolina. She is Chairman of the Audit Committee, and
a member of the Nuclear Oversight Committee and the Long-Term Compensation
Committee.
W. Hayne Hipp
Mr. Hipp is the President and Chief Executive Officer of The Liberty
Corporation, an insurance and broadcasting holding company headquartered in
Greenville, South Carolina, and has held these positions for more than five
years. Mr. Hipp, age 55, has been a director of the Company since 1983 and
also serves as a director of The Liberty Corporation and Wachovia Corporation.
He is a member of the Executive Committee, the Management Development and
Corporate Performance Committee and the Long-Term Compensation Committee.
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F. Creighton McMaster
Mr. McMaster is the President and Manager of Winnsboro Petroleum Company,
a wholesale distributor of petroleum products located in Winnsboro, South
Carolina, and has held these positions for more than five years.
Mr. McMaster, age 65, has been a director of the Company since 1974 and also
serves as a director of First Union National Bank of South Carolina. He is a
member of the Executive Committee, the Nuclear Oversight Committee and the
Long-Term Compensation Committee.
John B. Rhodes
Mr. Rhodes is the Chairman and Chief Executive Officer of Rhodes Oil
Company, Inc., a distributor of petroleum products in Walterboro, South
Carolina, and has held these positions for more than five years. Mr. Rhodes,
age 64, has been a director of the Company since 1967. He is a member of the
Audit Committee, the Nuclear Oversight Committee and the Long-Term
Compensation Committee.
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CLASS III CONTINUING DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 1996
Bill L. Amick
Mr. Amick is Chairman of the Board and Chief Executive Officer of Amick
Farms, Inc., a vertically integrated broiler operation in Batesburg, South
Carolina, and has held these positions for more than five years. Mr. Amick,
age 51, has been a director of the Company since 1990 and also serves as
Chairman and Chief Executive Officer of Amick Processing, Inc. and Amick
Broilers, Inc. He is a member of the Executive Committee, the Management
Development and Corporate Performance Committee and the Long-Term Compensation
Committee.
William T. Cassels, Jr.
Mr. Cassels is Chairman of the Board of Southeastern Freight Lines, Inc.,
a trucking business in Columbia, South Carolina, and has held that position
for more than five years. Mr. Cassels, age 65, has been a director of the
Company since 1990 and also serves as a director of Wachovia Bank of South
Carolina and South Carolina National Corporation. He is also an advisory
board member of Liberty Mutual Insurance Group. He is a member of the Audit
Committee, the Management Development and Corporate Performance Committee and
the Long-Term Compensation Committee.
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Hugh M. Chapman
Mr. Chapman is Chairman of NationsBank South of Atlanta, Georgia, a
division of NationsBank Corporation of Charlotte, North Carolina, and has held
this position since January 1, 1992. Mr. Chapman, age 62, has been a director
of the Company since 1988. From September 1, 1990 to December 31, 1991,
Mr. Chapman served as Vice Chairman and a director of C&S/Sovran Corporation
of Atlanta, Georgia. Prior to September 1, 1990, he served as President and a
director of Citizens and Southern Corporation of Atlanta, Georgia and Chairman
of the Board of Citizens and Southern South Carolina Corporation in Columbia,
South Carolina. He is Chairman of the Management Development and Corporate
Performance Committee and the Long-Term Compensation Committee, and a member
of the Executive Committee.
Lawrence M. Gressette, Jr.
Mr. Gressette is Chairman of the Board, Chief Executive Officer and
President of the Company as well as Chairman of the Board and Chief Executive
Officer of all Company subsidiaries. He has held these positions since
February 1, 1990. Mr. Gressette, age 63, has been a director of the Company
since 1987. From September 1, 1985 to January 31, 1990, he served as
President of the Company. From May 1, 1987 to January 31, 1990, he served as
Vice Chairman of the Company's principal subsidiary, South Carolina Electric &
Gas Company. In addition, he serves as a director of The Liberty Corporation
and Wachovia Corporation. He is Chairman of the Executive Committee and an
ex-officio member of all other Board Committees except the Audit and the Long-
Term Compensation Committees.
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CLASS I CONTINUING DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 1997
Benjamin A. Hagood
Mr. Hagood is Chairman of the Board of William M. Bird and Company, Inc.,
a wholesale distributor of floor covering materials located in Charleston,
South Carolina, and has held this position since January 1, 1993. For more
than three years prior to January 1, 1993, he served as President and a
director of William M. Bird and Company, Inc. Mr. Hagood, age 67, has been a
director of the Company since 1974. He is a member of the Audit Committee,
the Nuclear Oversight Committee and the Long-Term Compensation Committee.
Bruce D. Kenyon
Mr. Kenyon is President and Chief Operating Officer of South Carolina
Electric & Gas Company, the principal subsidiary of the Company. He has held
these positions since November 12, 1990. Mr. Kenyon, age 52, has been a
director of the Company since 1991. From April 4, 1988 to November 9, 1990,
he served as Senior Vice President of Division Operations for Pennsylvania
Power and Light Company of Allentown, Pennsylvania.
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Henry Ponder, Ph.D.
Dr. Ponder is President of Fisk University in Nashville, Tennessee and
has held this position for more than five years. Dr. Ponder, age 66, has been
a director of the Company since 1983 and also serves as a director of Third
National Bank in Nashville, Tennessee. He is a member of the Audit Committee,
the Management Development and Corporate Performance Committee and the Long-
Term Compensation Committee.
William B. Timmerman
Mr. Timmerman is Executive Vice President, Chief Financial Officer and
Controller of the Company and has held these positions since May 1, 1994.
Mr. Timmerman, age 48, has been a director of the Company since 1991 and also
serves as Chief Financial Officer of all subsidiaries. For more than five
years prior to May 1, 1994, he was Senior Vice President of the Company as
well as Chief Financial Officer and Controller.
E. Craig Wall, Jr.
Mr. Wall is President and a director of Canal Industries, a forest
products industry headquartered in Conway, South Carolina, and has held these
positions for more than five years. Mr. Wall, age 57, has been a director of
the Company since 1982 and also serves as a director of Sonoco Products
Company, Ruddick Corporation and Blue Cross Blue Shield of South Carolina. He
is a member of the Executive Committee, the Management Development and
Corporate Performance Committee and the Long-Term Compensation Committee.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table set forth below indicates the shares of the Company's Common
Stock beneficially owned as of March 10, 1995 by each director and nominee,
each of the executive officers named in the Summary Compensation Table on
page 10, and the directors and executive officers of the Company as a group.
SECURITY OWNERSHIP OF MANAGEMENT
Name of Beneficial Amount and Nature Name of Beneficial Amount and Nature
Owner of Ownership 1 Owner of Ownership 1
B. L. Amick 1,243 W. Hayne Hipp 1,400
W. B. Bookhart, Jr. 7,362 B. D. Kenyon 6,629
W. T. Cassels, Jr. 1,000 F. C. McMaster 10,288
H. M. Chapman 3,000 C. B. Novinger 1,523
Max Earwood 31,538 Henry Ponder 5,498
J. B. Edwards 2,274 J. B. Rhodes 3,661
E. T. Freeman 2,090 W. B. Timmerman 15,131
L. M. Gressette, Jr. 18,168 E. C. Wall, Jr. 7,000
B. A. Hagood 1,162
All directors and executive officers as a group (19 persons) TOTAL 125,721
TOTAL PERCENT OF CLASS 0.3%
The information set forth above as to the security ownership has been
furnished to the Company by such persons.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Name Amount
and Address and Nature of
of Beneficial Beneficial Percent of
Owner Ownership Class
First Union National Bank of
South Carolina ("First Union")2
Post Office Box 1329
Greenville, South Carolina 29602 3,946,442 8.2%
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404 2,622,280 5.5%
The share ownership indicated above for Franklin Resources, Inc. is based
on a Form 13G, dated February 8, 1995, filed with the Securities and Exchange
Commission, a copy of which was sent to the Company. Except as set forth
above, to the Company's knowledge as of March 10, 1995 no person owned
beneficially 5% or more of the Company's Common Stock.
______________
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1 Includes shares owned by close relatives, the beneficial ownership
of which is disclaimed by the director or nominee, as follows:
Mr. Amick - 240; Mr. Bookhart - 2,062; Mr. Gressette - 530;
Mr. Hagood - 163; Mr. McMaster - 6,365; and Mrs. Novinger - 1.
Includes shares purchased through December 31, 1994, but not
thereafter, by the Trustee under the Savings Plan.
2 Shares shown are shares owned by First Union as Trustee under the
Savings Plan. Although participants in the Savings Plan have the
right to vote all such shares, First Union as Trustee has the right
to vote any of the shares as to which participants do not provide
voting directions.
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INFORMATION REGARDING THE BOARD OF DIRECTORS
Meetings of the Board of Directors and Standing Committees
During 1994, the Board of Directors of the Company held six meetings. In
addition, directors attended meetings of standing committees of which they
were members. Each director attended at least 75% of the aggregate of
meetings of the Board of Directors and meetings of the committees on which he
or she served which were held during 1994, except Mr. Cassels.
Executive Committee. The Executive Committee held five meetings
during 1994. This committee, except when limited by law, exercises all of the
powers and duties of the Board of Directors in the management of the Company
when the Board is not in session and which are not in conflict with specific
powers conferred by the Board upon any other committee. The Executive
Committee provides counsel to the Chief Executive Officer, reviews budgets and
financial planning, recommends actions relating to dividends, and monitors
advertising and philanthropic activities. The committee also recommends the
slate of nominees to be presented for election at the Annual Meeting of
Stockholders and recommends assignments of directors to serve on Board
Committees. Any stockholder may recommend to the Executive Committee persons
for nomination as director by writing to the Secretary of the Company stating
the full name, address and qualifications of each such nominee.
Management Development and Corporate Performance Committee
(the "Performance Committee"). The Performance Committee held three
meetings during 1994. This committee (1) reviews the investment policies of
the Company's Retirement Plan, selects its investment managers and monitors
the performance of such investment managers; (2) recommends to the Board
persons to serve as officers of the Company (and its subsidiaries); (3)
recommends to the Board salary and compensation levels, including fringe
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benefits, for officers and directors of the Company; (4) reviews Company
compensation plans; (5) provides direction regarding the operation of the
Company's Retirement Plan and other employee welfare benefit plans; (6)
reviews management's resources and development and recommends to the Board
succession plans for senior management; (7) reviews annually management's
long-range strategic plans, goals and objectives prior to the submission of
such plans to the Board; (8) reviews the Company's active operating
performance; (9) reviews the Company's performance in regard to well-being of
employees, including safety, health and equality of treatment; (10) reviews
outside relationships, including those with governments, other businesses and
the community; and (11) reviews the impact of regulations, litigation and any
public policy controversies that may affect the Company.
The Long-Term Compensation Subcommittee of the Performance
Committee. The Long-Term Compensation Subcommittee of the Performance
Committee held one meeting in 1994. The Long-Term Compensation Subcommittee
of the Performance Committee recommends to the Long-Term Compensation
Committee awards to be made under the SCANA Performance Share Plan (the
"Performance Share Plan"). This subcommittee is composed of non-employee
members of the Performance Committee, each of whom is required to be a
"disinterested person" within the context of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended.
Long-Term Compensation Committee. The Long-Term Compensation
Committee held one meeting during 1994. The Long-Term Compensation Committee
administers the Performance Share Plan and is composed of non-employee members
of the Board of Directors, each of whom is required to be a "disinterested
person" within the context of Rule 16b-3 of the Securities Exchange Act of
1934, as amended.
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Audit Committee. The Audit Committee held three meetings during
1994. The Audit Committee meets with the Company's internal auditors and
independent public accountants to discuss and evaluate the scope and results
of audits and the Company's accounting procedures and controls. It reviews
the Company's Annual Report on Form 10-K prior to its filing with the
Securities and Exchange Commission. The Audit Committee also discusses the
scope of the annual audit of the Company's consolidated financial statements
and other services performed or to be performed by the independent public
accountants and reports its findings and recommendations from such meetings to
the Board of Directors.
Nuclear Oversight Committee. The Nuclear Oversight Committee held
two meetings in 1994. This committee monitors the Company's nuclear
operations and meets periodically with Company management to discuss and
evaluate the Company's nuclear operations, including regulatory matters,
operating results, training and other related topics. The Nuclear Oversight
Committee also participates in an annual meeting to review overall past
performance and future plans for nuclear operations, tours the plant and
training facilities at least once a year and on a periodic basis reviews with
the Institute of Nuclear Power Operations that organization's appraisal of the
Company's nuclear operations.
Compensation of Directors
Fees. During 1994, directors who were not employees of the Company were
paid $16,000 annually for services rendered, plus $1,800 for each Board
meeting attended and $850 for attendance at a committee meeting which is not
held on the same day as a regular meeting of the Board. The fee for
attendance at a telephone conference meeting is $200. The fee for attendance
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at a conference is $850. In addition, directors are paid, as part of their
compensation, travel, lodging and incidental expenses related to attendance at
meetings and conferences. Directors who are employees of the Company or its
subsidiaries receive no compensation for serving as directors or attending
meetings.
Deferral Plan. The Company has a plan pursuant to which directors
may defer all or a portion of their fees for services rendered and meeting
attendance. Interest is earned on the deferred amounts at a rate set by the
Performance Committee. During 1994 and currently, the rate is set at the
announced prime rate of Wachovia Bank of South Carolina. Mr. Cassels and
Mr. Rhodes were the only directors participating in the plan during 1994.
Mr. Cassels became a participant in January 1994 and Mr. Rhodes in July 1987,
and interest credited to their deferral accounts during 1994 was $1,009.92 and
$12,741.17, respectively.
Endowment Plan. Each director participates in the Directors'
Endowment Plan, which provides for the Company to make a tax deductible,
charitable contribution totaling $500,000 to institutions of higher education
nominated by the director. A portion is contributed upon retirement of the
director and the remainder upon the director's death. The plan is funded in
part through insurance on the lives of the directors. Designated in-state
institutions of higher education must be approved by the Chief Executive
Officer of the Company; any out-of-state designation must be approved by the
Performance Committee. The designated institutions are reviewed on an annual
basis by the Chief Executive Officer to assure compliance with the intent of
the program. The plan is intended to reinforce the Company's commitment to
quality higher education and is intended to enhance the Company's ability to
attract and retain qualified board members.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There currently exists one executive officer-director interlock where an
executive officer of SCANA Corporation serves as a director of another company
that has an executive officer serving on the SCANA Board of Directors'
committees which deal with compensation matters. Mr. Gressette, Chairman of
the Board, Chief Executive Officer and President of the Company began serving
as a director of The Liberty Corporation in May 1994. Mr. Hipp is President
and Chief Executive Officer of The Liberty Corporation and currently serves as
a member of the Performance Committee and the Long-Term Compensation Committee
which generally handle executive compensation matters. Mr. Gressette is an
ex-officio, nonvoting member of the Performance Committee. The Performance
Committee receives his input on compensation matters concerning executive
compensation of other officers but the committee deliberates and makes its
decisions without his participation. Since January 1, 1994, the Company has
engaged in business transactions with entities with which Messrs. Hipp,
Chapman (who is Chairman of the Performance Committee and a member of the
Long-Term Compensation Committee) and McMaster (who is a member of the Long-
Term Compensation Committee) are related. Information with respect to such
transactions can be found in the paragraphs below.
Mr. Hipp is the President, Chief Executive Officer and a director of The
Liberty Corporation. In January 1994, the Company and its wholly owned
subsidiary SCANA Development Corporation ("SDC") entered into an agreement,
amended in March 1994, to sell certain of the assets of SDC to Liberty
Properties Group, Inc., a subsidiary of The Liberty Corporation, for
approximately $49 million. Closing of the transaction was completed in May
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1994. The sale price by the Company was determined by reference to prices of
comparable properties in the same market areas, as negotiated by senior
executives of the parties at arms length. An independent certified public
accounting firm was retained to review the valuation methodology.
In addition, during 1994 certain of the insurance policies purchased by
the Company and its subsidiaries on the lives of employees, officers and
directors were written by Liberty Life Insurance Company, a subsidiary of The
Liberty Corporation and it is expected that this relationship will continue in
the future. The total amount paid during 1994 by the Company and its
subsidiaries to Liberty Life Insurance Company was $360,785.42.
Mr. Chapman is Chairman of NationsBank South, a division of NationsBank
Corporation. Since January 1, 1994, the Company has engaged in various
transactions in which affiliates of NationsBank Corporation acted as lender or
provider of lines of credit or credit support to the Company and its
subsidiaries. It is anticipated that such transactions will continue in the
future. The total amount paid during 1994 by the Company and its subsidiaries
to NationsBank Corporation affiliates on account of such transactions was
$1,633,503.45.
In addition, in January 1995, a NationsBank Corporation affiliate and the
Company entered into a series of forward contracts relating to approximately
sixty percent of a Company subsidiary's forecasted natural gas production for
the years 1995 - 2001, at an average price of $1.88 per dekatherm.
Mr. McMaster is the President and Manager of Winnsboro Petroleum Company.
Purchases from Winnsboro Petroleum Company totaling $98,464.06 for fuel oil
and gasoline were made during 1994 by the Company and its subsidiaries. It is
anticipated that such purchases will continue in the future.
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EXECUTIVE COMPENSATION
The following table contains information with respect to compensation
paid or accrued during the years 1994, 1993 and 1992 to the Chief Executive
Officer of the Company and to each of the other four most highly compensated
executive officers of the Company during 1994 who were serving as executive
officers of the Company at the end of 1994.
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<TABLE>
<S> <C> <S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
Name and Principal Year Annual Compensation Long-Term
Position Compensation
(1) (2)
Salary Bonus Other Payouts
($) ($) Annual
Compen-
sation
($) (3) (4)
LTIP All Other
Payouts Compensa-
($) tion ($)
L. M. Gressette, Jr. 1994 416,609 (5) 0 2,255 173,375 24,996
Chairman of the Board, 1993 383,557 186,615 61,699 (6) 266,007 23,013
President, Chief 1992 368,426 0 60,448 82,151 22,104
Executive Officer and
Director - SCANA
Corporation and Chairman
of the Board and Chief
Executive Officer --
all company subsidiaries
B. D. Kenyon 1994 313,581 96,768 2,649 81,619 18,815
Director - SCANA 1993 297,760 99,090 4,201 125,792 17,866
Corporation 1992 291,355 0 3,265 46,250 17,481
President and Chief
Operating Officer - South
Carolina Electric and Gas
Company
W. B. Timmerman 1994 235,099 19,725 1,323 70,751 14,106
Executive Vice 1993 220,752 95,738 2,828 109,768 13,245
President, Chief 1992 215,817 0 2,303 33,906 12,949
Financial Officer,
Controller and Director --
SCANA Corporation
Max Earwood 1994 234,897 65,750 794 56,747 13,822
President -- South 1993 214,686 95,738 689 87,334 13,135
Carolina Pipeline 1992 194,237 59,160 27,090 33,906 11,654
Corporation
Cathy B. Novinger 1994 162,597 9,978 1,786 38,249 6,504
Senior Vice President 1993 154,623 48,450 2,410 58,489 6,194
Administration, 1992 152,268 0 961 23,556 9,136
Governmental and Public
Affairs -- SCANA
Corporation
</TABLE>
______________
(1) Payments under the annual Performance Incentive Plan described
hereafter.
(2) Other annual compensation consists of (i) perquisites for those
named individuals whose perquisites exceeded the lesser of 10% of
their salary and bonus or $50,000 and (ii) payments to cover
taxes on benefits. In 1992 the perquisites for Messrs. Gressette
and Earwood included compensation related to the Whole Life
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Option described hereafter in the amounts of $50,018 and $20,720,
respectively. In 1993 the perquisites for Mr. Gressette included
compensation related to the Whole Life Option in the amount of
$50,018.
(3) Payments under the long-term Performance Share Plan described
hereafter.
(4) All other compensation consists solely of Company contributions
to Defined Contribution Plans described hereafter based on the
funding formula for all employees of the Company.
(5) Reflects actual salary paid in 1994. Base salary of $427,100, as
referenced on page 32, became effective in May of 1994.
(6) Adjusted from 1994 Proxy Statement to include perquisites
amounting to $4,324 not previously reflected.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate by
reference future filings, including this Proxy Statement, in whole or in part,
the following report and the Performance Graph on page 37 shall not be
incorporated by reference into any such filings.
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REPORT OF THE MANAGEMENT DEVELOPMENT AND CORPORATE PERFORMANCE COMMITTEE
AND THE LONG-TERM COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
SCANA Corporation's executive compensation program is designed to support
the Company's overall objective of creating shareholder value. This is
accomplished through the following:
Hiring and retaining the calibre of executive talent needed to
manage the Company today and to position it for the future.
Having a pay-for-performance philosophy throughout the Company that
links rewards to overall corporate results, as well as specific
business unit results.
Placing a substantial portion of pay for senior executives "at-
risk", and closely aligning the interests of the executives with
the long-term interests of the shareholders through the Performance
Share Plan.
Balancing the elements of the compensation program to appropriately
reflect the Company's financial, customer-oriented and strategic
goals.
We believe the program plays a key role in keeping our executives focused
on enhancing shareholder value.
A description of the components of the Company's executive compensation
program follows. Following that is a discussion of the compensation paid in
1994 to the Company's Chief Executive Officer.
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Elements of the Program
Total executive compensation consists of three key components: base
salary, short-term incentive compensation ("Performance Incentive Plan"), and
long-term incentive compensation ("Performance Share Plan").
Compensation levels for these components are established based on a
comparison to the median of the market. For this purpose, the "market"
consists of a cross-section of other utilities of similar size in varying
geographic locations, utilities in adjacent states and smaller
telecommunications companies. Results are adjusted to take into account
differences in company size.
Over one-half of the "market" companies are included in the Performance
Share Plan Peer Group ("PSP Peer Group") shown in the Performance Graph. The
Company believes that the most direct competitors for executive talent are not
necessarily all the companies included in the PSP Peer Group or in the S&P
Utilities Index.
Although each component in the total executive compensation package is
compared to the market median, not all components are targeted to match that
level of competitiveness. The competitive objective for each component of pay
is discussed in the following paragraphs which describe in more detail each
element of the Company's compensation program for executive officers and its
relationship to the Company's corporate goals. In determining each component
of compensation, all elements of the compensation package, including severance
plans, insurance and other benefits, are considered.
26
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Base Salaries
Base salaries for officers are targeted at slightly below the market
median of the market comparator group described above. They are reviewed
annually by the Performance Committee. Adjustments may be made on the basis
of a subjective assessment of relative levels of responsibility, prior
experience, breadth of knowledge and market pay practices.
A recent study by an independent consulting firm showed that, overall,
the Company's officer base salaries are somewhat below the market median base
salaries. Although increases from 1993 to 1994 brought salaries closer to
market levels, they remain slightly below market for the officers as a group.
Targeting base salaries slightly below the market emphasizes the
Company's pay-for-performance philosophy, and is only one element of the total
executive pay package. Maintaining competitive pay opportunities, on an
overall pay basis, has been effective in establishing and maintaining a highly
competent executive team at SCANA.
Annual Performance Incentive Plan
The Company has annual Performance Incentive Plans for officers of SCANA
and its subsidiaries. The plans promote the Company's pay-for-performance
philosophy, as well as its goal of having a meaningful amount of executive pay
"at-risk." Through these plans, financial incentives are provided in the form
of annual cash bonuses that are paid only when corporate, business unit and
individual goals are achieved.
Short-term incentive awards are targeted below the median of the market.
Executives eligible for these plans are assigned threshold, target and maximum
bonus levels as a percentage of salary level. Bonuses earned are based on the
27
<PAGE>
level of the preestablished goals achieved. Award payouts may increase to a
maximum of 1.5 times target, if Company performance exceeds the goals
established. Award payouts may decrease, generally to a minimum of one-half
the target-level awards, if Company performance is below targeted goals.
Awards earned based on the achievement of preestablished goals may nonetheless
be decreased to zero, if the Performance Committee in its discretion
determines that actual results do not warrant the levels of payouts otherwise
earned.
The various plans in which officers of SCANA and its subsidiaries
participate focus generally on short-term goals affecting profitability,
efficiency, quality of service, customer satisfaction and progress toward the
Company's strategic objectives for SCANA and its various business units. New
performance categories for officers in the various plans are established
annually. Specific performance measures, and their weights, also vary from
year to year.
For 1994, the specific measures in each plan, and their weightings, for
the officers included in the Summary Compensation Table on page 23 are
described below. The relationship of performance to payouts for the officers
in each plan also is discussed.
For officers of SCANA, 80% of the total award is based on corporate
Earnings Per Share ("EPS") goals. The remaining 20% is tied to the
achievement of individual performance goals and is awarded on a
discretionary basis. Individual performance goals for
corporate officers relate to the specific functional duties of
each officer; these may vary from one year to the next, and are
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assigned no particular weighting. Specific EPS goals are
established that correspond to threshold, target and maximum
payouts for the EPS portion of awards. For 1994, SCANA's EPS
results were below the threshold goal established. Based on
this, no portion of awards for EPS performance were paid.
However, individual performance for corporate officers was
determined to be sufficient to result in maximum level payouts
for that portion of the awards.
Awards for officers of South Carolina Electric & Gas Company
("SCE&G") are based on three performance categories: corporate
EPS, additional Strategic Business Unit ("SBU") strategic
initiatives (i.e., activities that focus on improvements in
existing operating procedures, quality of service and product,
human resources matters, etc.) and numerous corporate and SBU
financial and productivity goals. The corporate and SBU goals
consist of numerically measurable targets related to reduction or
containment of operating and maintenance costs, revenue growth,
meeting or exceeding budgets and improvement of employee safety,
energy production efficiency, customer satisfaction and service
reliability.
One-third of the total award is based on results in each
performance category. Threshold, target and maximum
performance levels are established for each category; payouts
will vary based on the actual level of performance achieved.
Results for all three performance categories (EPS, SBU strategic
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initiatives and corporate/SBU financial and productivity goals)
were above target performance levels but below maximum levels.
The plan for South Carolina Pipeline Corporation ("SCPC") officers
measures SCPC revenues, and operation and maintenance cost
reduction. Each of the measures is weighted equally.
For 1994, SCPC achieved goals for both measures at the target
level. Payouts thus were made at the predetermined target
percentage of salaries for participants in that plan.
Long-Term Performance Share Plan
The Company's Performance Share Plan for officers of SCANA and its
subsidiaries measures the Company's Total Shareholder Return ("TSR") relative
to a group of peer companies over a three-year period. The "PSP Peer Group"
includes 95 electric and gas utilities, none of which have annual revenues of
less than $100 million.
TSR is stock price increase over the three-year period, plus cash
dividends paid during the period, divided by stock price as of the beginning
of the period. Comparing the Company's TSR to the TSR of a large group of
other utilities reflects the Company's recognition that investors could have
invested their funds in other utility companies and measures how well SCANA
did when compared to others operating in similar interest, tax, economic and
regulatory environments.
Executives eligible to participate in the Performance Share Plan are
assigned target award opportunities based primarily on their salary level. In
determining award sizes, levels of responsibilities and competitive practices
also are considered. Target awards are established at levels slightly below
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the median of the market and represent a significant portion of executives
"at-risk" compensation. To provide additional incentive for executives, and
to ensure that executives are only rewarded when shareholders gain, actual
payouts may exceed the median of the market when performance is outstanding.
For lesser performance, awards will be at or below the market median.
Payouts occur when the Company's TSR is in the top two-thirds of the
PSP Peer Group, and vary based on SCANA's ranking against the peer group.
Executives earn target payouts at the 50th percentile of three-year
performance. Maximum payouts will be made at 1.5 times target when SCANA's
TSR is at or above the 75th percentile of the peer group. No payouts will be
earned if performance is in the bottom one-third of the peer group. Awards
are denominated in shares of SCANA Common Stock and may be paid in either
stock or a combination of stock and cash.
For the three-year period from 1992 through 1994, SCANA's TSR was at the
61st percentile of the PSP Peer Group. This resulted in payouts in February
1995 at 122% of target shares awarded paid in a combination of stock and cash.
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Conclusion
The combination of base salary, the annual Performance Incentive Plans,
and the long-term Performance Share Plan provides an opportunity to bring an
officer's compensation in total to the median market level. These elements of
compensation are balanced to provide increased motivation for executives to
contribute to the Company's overall future success, thus enhancing the value
of the Company for the shareholders' benefit.
Policy with Respect to the $1 Million Deduction Limit
Enacted in 1993, Section 162(m) of the Internal Revenue Code generally
limits to $1 million the corporate deduction for compensation paid to
executive officers named in the Proxy Statement, unless certain requirements
are met. These Committees have carefully considered the impact of this tax
code provision on the current executive compensation program.
At this time, SCANA's deduction for officer compensation is not limited
by the provisions of Section 162(m). Nonetheless, the Committees intend to
take such actions with respect to the executive compensation program as (and
when) necessary to preserve the corporate tax deduction for executive
compensation paid.
Compensation of the Chief Executive Officer in 1994
In 1994, the compensation of the Company's Chief Executive Officer,
Mr. Gressette, consisted of the following:
Base salary of $427,100 which was derived by reference to executive
pay at other utilities, as described above. This amount
approximates the median base salary for the market.
Mr. Gressette's salary increase of $32,100 from 1993 to 1994 was
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based on external pay practices, as well as the Performance
Committee's subjective assessment of his overall performance
during the preceding year, the duties and responsibilities of
his position, his tenure and general corporate financial
results (as opposed to specific measures). Because this
determination was subjective, no one individual or corporate
factor was assigned a particular weighting by the Performance
Committee.
For the year 1994, Mr. Gressette's annual Performance Incentive
Plan target award was 30% of the market median for his position.
As discussed above, this award is based both on financial
performance and individual performance. Although the financial
goals were not met, the Committee determined, based on a subjective
assessment of his performance, that Mr. Gressette would have been
eligible to receive a payout due to his individual performance
during the year. However, because of the Company's financial
results, the Committee determined that no bonus would be paid.
For 1994, Mr. Gressette's long-term Performance Share Plan target
award was set at 40% of the market median for his position.
This resulted in a target award of 3,430 performance shares. The
40% was determined by the Long-Term Compensation Committee based on
Mr. Gressette's salary and level of responsibility and competitive
practices. As discussed above, SCANA's TSR results relative to
the PSP Peer Group for the 1992-1994 performance period were at
the 61st percentile ranking, resulting in award payouts at 122% of
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<PAGE>
target. Therefore, Mr. Gressette received a payout equal to
122% of the 2,720 performance shares granted to him in 1992 which
equaled 3,318 shares. The award was paid in shares except to
the extent of withholdings.
The 1994 awards under the Performance Share Plan were made by the Long-
Term Compensation Committee, composed of all non-employee directors
(disinterested parties). Mr. Gressette did not participate in its decisions,
nor did he participate in the Performance Committee's decisions concerning
executive compensation.
The Management Development and The Long-Term Compensation Committee
Corporate Performance Committee
H. M. Chapman, Chairman H. M. Chapman, Chairman
B. L. Amick B. L. Amick
W. T. Cassels, Jr. W. B. Bookhart, Jr.
W. H. Hipp W. T. Cassels, Jr.
Henry Ponder J. B. Edwards
E. C. Wall, Jr. E. T. Freeman
B. A. Hagood
W. H. Hipp
F. C. McMaster
Henry Ponder
J. B. Rhodes
E. C. Wall, Jr.
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PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
of the Company assuming reinvestment of dividends with that of the PSP Peer
Group, the S&P Utilities and the S&P 500. The PSP Peer Group was chosen for
comparison since the Company's TSR is measured against this group to determine
awards which are paid under the Performance Share Plan. This group consists
of 95 utilities which are either electric, gas or a combination of both. The
Peer Group was adjusted from last year to account for mergers and name
changes. Cincinnati Gas & Electric merged with PSI Resources, Inc. to form
Cinergy Corporation. Gulf States Utilities Company was acquired by Entergy.
Illinois Power Company, Philadelphia Electric Company, Commonwealth Edison and
Wisconsin Public Service became Illinova Corporation, PECO Energy Corporation,
Unicom and WPS Resources Corporation, respectively. The index was prepared by
Hewitt Associates, a compensation and benefits consulting company, and was
approved by the Performance Committee. The index consists of the following
companies:
35
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Allegheny Power System Midwest Resources
American Electric Power Minnesota Power & Light
Atlantic Energy, Inc. Montana Power Co.
Baltimore Gas & Electric Nevada Power Co.
Bangor Hydro-Electric Co. New England Electric System
Black Hills Corp. New York State Electric & Gas
Boston Edison Co. Niagara Mohawk Power
Carolina Power & Light NIPSCO Industries, Inc.
Centerior Energy Corp. Northeast Utilities
Central Louisiana Electric Northern States Power
Central Hudson Gas & Electri Northwestern Public Service Co.
Central Main Power Co. Ohio Edison Co.
Central Vermont Pub. Service Oklahoma Gas & Electric
Central & Southwest Corp. Orange & Rockland Utilties
Cilcorp, Inc. Otter Tail Power Co.
Cinergy Corp. Pacific Gas & Electric
CIPSCO, Inc. Pacificorp
Citizens Utilities PECO Energy Corp.
CMS Energy Corp. Pennsylvania Power & Light
Commonwealth Energy System Pinnacle West Capital
Consolidated Edison of NY Portland General Corp.
Delmarva Power & Light Potomac Electric Power
Detroit Edison Co. Public Service Co. of New Mexico
Dominion Resources Public Service Co. of Colorado
DPL, Inc. Public Service Enterprise Group
DQE, Inc. Puget Sound Power & Light
Duke Power Co. Rochester Gas & Electric
Eastern Utilities Associates San Diego Gas & Electric
El Paso Electric Co. SCEcorp, Inc.
Empire District Electric Co. Sierra Pacific Res.
Entergy Corp. Southern Co.
Florida Progress Corp. Southern Indiana Gas & Electric
FPL Group, Inc. Southwestern Public Service Co.
General Public Utilities TECO Energy, Inc.
Green Mountain Power Corp. Texas Utilities Co.
Hawaiian Electric Inds. TNP Enterprises, Inc.
Houston Industries, Inc. Tucson Electric Power Co.
Idaho Power Co. Unicom
IES Industries, Inc. Union Electric Co.
Illinova Corp. United Illuminating Co.
Interstate Power Co. Unitil Corp.
Iowa-Illinois Gas & Electric Utilicorp United, Inc.
Ipalco Enterprises, Inc. Washington Water Power
Kansas City Power & Light Western Resources, Inc.
KU Energy Corp. Wisconsin Energy Corp.
LG&E Energy Corp. WPL Holding, Inc.
Long Island Lighting WPS Resources Corp.
Madison Gas & Electric Co.
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SCANA Corporation
Comparison of Five Year Cumulative Total Return*
SCANA Corporation, Performance Share Plan Peer Group, S&P Utilities
and S&P 500
1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95
($) ($) ($) ($) ($) ($)
SCANA Corp. 100 105 143 140 181 164
Peer Group 100 101 131 140 158 137
S&P Utilities 100 97 112 121 138 127
S&P 500 100 97 126 136 150 152
Assumes $100 invested on January 1, 1990, in SCANA Corporation common stock,
PSP Peer Group and S&P Indexes.
* Total return assumes reinvestment of dividends.
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DESCRIPTION OF PLANS
Performance Incentive Plans
Descriptions of the Company's annual Performance Incentive Plans and
long-term Performance Share Plan for officers are in the Report of the
Performance Committee and the Long-Term Compensation Committee above.
The following table shows the target awards made in 1994 for potential
payment in 1997 under the long-term Performance Share Plan, and estimated
future payouts under that plan at threshold, target and maximum levels.
LONG-TERM INCENTIVE PLANS - AWARDS
IN LAST FISCAL YEAR
TARGET AWARDS FOR 1994 TO BE PAID IN 1997
Number of Performance Estimated Future Payouts Under
Shares, or Other Non-Stock Price-Based Plans
Units or Period Until
Other Maturation
Name Rights (#) or Payout
Threshold Target
Maximum
($ or #) ($ or #) ($ or #)
L. M. Gressette, Jr. 3,430 1994-1996 1,372 3,430 5,145
B. D. Kenyon 1,520 1994-1996 608 1,520 2,280
W. B. Timmerman 1,320 1994-1996 528 1,320 1,980
Max Earwood 1,320 1994-1996 528 1,320 1,980
C. B. Novinger 670 1994-1996 268 670 1,005
Payouts occur when the Company's TSR is in the top two-thirds of the
PSP Peer Group, and vary based on SCANA's ranking against the peer group.
Executives earn target payouts at the 50th percentile of three-year
performance. Maximum payouts will be made at 1.5 times target when SCANA's
TSR is at or above the 75th percentile of the peer group. No payouts will be
earned if performance is in the bottom one-third of the peer group. Awards
are denominated in shares of SCANA Common Stock and may be paid in either
stock or cash or a combination of the two.
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Defined Contribution Plans
Under the Savings Plan, most of the Company's employees and employees of
certain of its subsidiaries may contribute up to 15% of their eligible
earnings. The Company matches each employee's contribution on a dollar-for-
dollar basis up to a maximum of 6% of the participant's eligible earnings as
limited by the Internal Revenue Code ("IRC"). Both Company and employee
contributions are invested in the Company's Common Stock.
In addition to the Savings Plan, the Company has a Supplementary
Voluntary Deferral Plan (the "Supplementary Plan") for certain highly
compensated employees. The Supplementary Plan is designed to provide
employees whose participation in the Savings Plan is limited by the IRC with
the ability to contribute and receive matching contributions in the same
percentage as employees generally. However, unlike the Savings Plan where
actual shares of Common Stock are acquired, under the Supplementary Plan the
deferred amounts and matches are only accounted for as though shares of Common
Stock had been purchased.
Defined Benefit Plans
In addition to the qualified Retirement Plan for all employees, the
Company has Supplemental Executive Retirement Plans ("SERP") for certain
eligible employees, including officers. A SERP is an unfunded plan which
provides for benefit payments in addition to those payable under a qualified
retirement plan. It maintains uniform application of the Retirement Plan
benefit formula and would provide, among other benefits, payment of Retirement
Plan formula pension benefits, if any, which exceed those payable under the
IRC maximum benefit limitations.
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The following table illustrates the estimated maximum annual benefits
payable upon retirement at normal retirement date under the Retirement Plan
and the SERPs. Benefits are computed based on a straight-life annuity with an
unreduced 60% surviving spouse benefit. The amounts in this table assume
continuation of the primary Social Security benefits in effect at January 1,
1995 and are not subject to any deduction for Social Security or other offset
amounts.
Pension Plan Table
Final Service Years
Average Pay 15 20 25 30 35
$125,000 35,130 46,840 58,550 70,260 72,595
150,000 42,630 56,840 71,050 85,260 88,220
175,000 50,130 66,840 83,550 100,260 103,845
200,000 57,630 76,840 96,050 115,260 119,470
225,000 65,130 86,840 108,550 130,260 135,095
250,000 72,630 96,840 121,050 145,260 150,720
300,000 87,630 116,840 146,050 175,260 181,970
350,000 102,630 136,840 171,050 205,260 213,220
400,000 117,630 156,840 196,050 235,260 244,470
450,000 132,630 176,840 221,050 265,260 275,720
500,000 147,630 196,840 246,050 295,260 306,970
550,000 162,473 216,631 270,788 324,946 337,854
The compensation shown in the column labeled "Salary" of the Summary
Compensation Table for the individuals named therein is covered by the
Retirement Plan and/or a SERP. Messrs. Gressette, Kenyon, Timmerman and
Earwood and Mrs. Novinger now have credited service under the Retirement Plan
(or its equivalent under the SERP) of 32, 21, 16, 37 and 24 years,
respectively.
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The Company also has a Key Employee Retention Program (the "Key Employee
Retention Program") covering officers and certain other executive employees
that provides supplemental retirement and/or death benefits for participants.
Under the program, each participant may elect to receive either a monthly
retirement benefit for 180 months upon retirement at or after age 65 equal to
25% of the average monthly salary of the participant over his final 36 months
of employment prior to age 65, or an optional death benefit payable to a
participant's designated beneficiary monthly for 180 months, in an amount
equal to 35% of the average monthly salary of the participant over his final
36 months of employment prior to age 65. In the event of the participant's
death prior to age 65, the Company will pay to the participant's designated
beneficiary for 180 months, a monthly benefit equal to 50% of such
participant's base monthly salary in effect at death.
All of the executive officers named in the Summary Compensation Table above
are participating in the program. Estimated annual retirement benefits
payable at age 65 based on projected eligible compensation (assuming increases
of 4% per year) to the five executive officers named in the Summary
Compensation Table are as follows: Mr. Gressette - $111,102; Mr. Kenyon -
$127,564; Mr. Timmerman - $108,112; Mr. Earwood - $61,236; and Mrs. Novinger -
$83,690.
Life Insurance Plans
The Company offers its officers and certain other highly-compensated
employees an option to choose whole life insurance (the "Whole Life Option")
in lieu of the term life insurance provided employees generally. Under this
plan, the employee becomes the owner of a policy with a death benefit of
between $200,000 and $550,000 depending upon the salary grade of the employee.
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Termination, Severance and Change of Control Arrangements
The Company has a Key Executive Severance Benefit Plan (the "Severance
Plan") intended to assure the objective judgment of, and to retain the
loyalties of, key executives when the Company is faced with a potential change
in control or a change in control by providing a continuation of salary and
benefits after a participant's employment is terminated by the Company during
a potential change in control, after a change in control without just cause,
disability, retirement or death or by the participant for good reason after a
change in control. All of the executive officers named in the Summary
Compensation Table except Mr. Gressette have been designated as participants
in the Severance Plan.
When a potential change in control occurs, a participant is obligated to
remain with the Company for six months unless his employment is terminated for
disability or normal retirement or until a change in control occurs. Upon a
change in control resulting in an officer's termination, the Severance Plan
provides for guaranteed severance payments equal to three times the annual
compensation of the officer plus payments under certain of the Company's
incentive and retirement plans. The officer also would receive an additional
amount (a "gross-up" payment) for any IRC Section 4999 excess tax or any such
other similar tax applicable to the severance payments. In addition, for 36
months after termination, the officer would receive coverage for medical
benefits and life insurance so as to provide the same level of benefits
previously enjoyed under group plans or individual policy contracts or
otherwise as determined by the Executive Committee of the Board of Directors.
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Such benefits however would be reduced to the extent that the participant
receives similar benefits during the period from another employer.
In addition to the Severance Plan, in the event of a merger,
consolidation or acquisition in which the Company is not the surviving
corporation, target awards under the Performance Share Plan will become
immediately payable based on the Company's shareholder return performance as
of the end of the most recently completed calendar year for each performance
period as to which the grant of target shares has occurred at least six months
previously.
APPROVAL OF RECOMMENDATION WITH RESPECT TO APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS - PROPOSAL 2
Action is to be taken at the Annual Meeting with respect to the
recommendation of the Company's Board of Directors that Deloitte & Touche LLP
be appointed as independent public accountants to audit the books of the
Company for the year ending December 31, 1995. Deloitte & Touche LLP has been
regularly employed by the Company for many years to examine its books and
accounts and for other purposes, for which services their customary fees have
been paid.
Representatives of Deloitte & Touche LLP are expected to be present at
the Annual Meeting and will have an opportunity to make such statements as
they may desire. Such representatives are expected to be available to respond
to appropriate questions from stockholders.
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The accompanying proxy, unless you specify otherwise thereon, will be
voted for the appointment of Deloitte & Touche LLP as independent public
accountants. The appointment of the accountants will be approved if a
majority of the shares represented vote in favor of the appointment.
Consequently, any shares not voted (whether by abstention, broker nonvote or
otherwise) will have the same impact as a negative vote.
OTHER INFORMATION
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock, to file initial and periodic
reports of ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Executive officers, directors and greater than 10%
beneficial owners are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than 10% beneficial owners were
complied with.
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SUBMISSION DATE FOR STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
In order to be presented at the Company's 1996 Annual Meeting of
Stockholders, a stockholder proposal must be received at the principal office
of the Company, 1426 Main Street, Columbia, South Carolina 29201, by
November 18, 1995.
GENERAL
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter which will come before the meeting. In the event
that any other matter legally comes before the meeting, the persons named in
the accompanying form of Proxy intend to vote all proxies in accordance with
their judgment on such matter.
Shares represented at the Annual Meeting by properly executed and dated
Proxies in the accompanying form will be voted and, where the stockholder
specifies by means of the ballot set forth in the form of Proxy a choice with
respect to any matter to be acted upon, the shares will be voted in accordance
with the specification so made.
The cost of soliciting proxies relating to the Annual Meeting will be
borne by the Company. Directors, officers and regular employees of the
Company may solicit proxies from the larger stockholders, which solicitation
may be made by telephone, telegram or personal interview. In addition, upon
the request of brokers, dealers, banks and voting trustees and their nominees,
who are holders of record of shares of the Company's Common Stock on the
record date referred to above, the Company will pay their reasonable expenses
for completing the mailing of copies of this Notice of Meeting and Proxy
Statement and of the enclosed form of Proxy to the beneficial owners of such
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shares of Common Stock. The Company has retained Georgeson & Company, Wall
Street Plaza, New York, New York 10005, to assist in the solicitation of
proxies from brokers, dealers, banks and voting trustees and their nominees,
at a fee of $9,500 plus reasonable out-of-pocket expenses.
SCANA CORPORATION
s/Kevin B. Marsh
KEVIN B. MARSH, Secretary
MARCH 17, 1995
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW.
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FORM OF PROXY
SCANA CORPORATION
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints L. M. Gressette, Jr. and Bruce D. Kenyon,
or either of them, as proxies with full power of substitution, to vote all
shares of Common Stock standing in the undersigned's name on the books of the
Company, at the Annual Meeting of Stockholders on April 27, 1995 and at any
adjournment thereof, as instructed on the reverse hereof and upon all motions
and resolutions which may properly be presented for consideration at said
meeting.
1. To elect the nominees listed on the reverse as directors for the terms
specified (Proxy Statement page 5).
2. To approve the appointment of Deloitte & Touche LLP as independent
accountants for the Company (Proxy Statement page 43).
47
<PAGE>
PLEASE MARK VOTES /X/
Voting Instructions for Proposal 1
To vote for all nominees, mark the "For" box. To withhold voting for all
nominees, mark the "Withhold" box. To withhold voting for a particular
nominee, mark the "For All Except" box and enter the name(s) of the
exception(s) in the space provided; your shares will be voted for the
remaining nominees.
The Directors recommend a vote
"For" the Election as Directors of
All Nominees and "For" Proposal 2
For All
For Withhold Except *
___ ___ ___
1. Election of All Class II Nominees |___| |___| |___|
Listed Below - Term Expires 1998
William B. Bookhart, Jr., James B. Edwards, Elaine T. Freeman,
W. Hayne Hipp, F. Creighton McMaster and John B. Rhodes
* Exceptions:
For Against Abstain
___ ___ ___
2. Approval of Appointment of |___| |___| |___|
Independent Accountants
Please sign, date and mail this card promptly in the postage prepaid return
envelope provided. If stock is held in the name of joint holders, each should
sign. If signing as a trustee, executor, etc., please so indicate.
Dated ___________________, 1995
Sign here X__________________________
exactly as name(s) appears on this card
X__________________________
If no specification is made, the shares represented by this Proxy will be
voted "For" the Election as Directors of All Nominees and "For" Proposal 2
above.
48
