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Registration Statement No. 33-49333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-8
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 number)
1426 Main Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip code)
SCANA Corporation Performance Share Plan
(Full title of the plan)
A. H. Gibbes
Senior Vice President and General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 748-3101
(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair & Sanford, P. A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
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CALCULATION OF REGISTRATION FEE
This registration statement is being amended pursuant to
Rule 416 of Regulation C to revise the number of shares
registered hereunder as a result of a stock split to become
effective as of the close of business on May 11, 1995 (the
"Effective Date"). As of the Effective Date 39,228 of the
500,000 shares of common stock without par value ("Common Stock")
originally registered hereunder have been issued. Accordingly,
this registration statement is hereby amended to register 460,772
additional shares of Common Stock resulting in a total of 960,772
being registered hereunder. The proposed maximum aggregate
offering price and the amount of the registration fee previously
remitted to the Commission are unchanged.
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Part II
Item 3. Incorporation Of Documents By Reference
This Registration Statement on Form S-8 hereby incorporates
the following documents which are not presented herein:
1) SCANA Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended.
2) SCANA Corporation Form 8-K dated April 28, 1995.
3) The Registration Statement for Common Stock of SCANA
Corporation under the Exchange Act on Form 8-B dated
November 6, 1984, as amended.
4) Description of Common Stock of SCANA Corporation as set
forth in Registration Statement No. 33-49145.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement 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 Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At February 28, 1995, A. H. Gibbes, Esquire, who is Senior
Vice President, General Counsel and Assistant Secretary, and a
full-time employee of the Company, owned beneficially 4,746
shares of SCANA Corporation Common Stock. The shares held by Mr.
Gibbes include shares acquired by the Trustee under the Company's
Stock Purchase-Savings Plan by use of contributions made by Mr.
Gibbes and earnings thereon, and shares purchased by the Trustee
by use of SCANA Corporation contributions and earnings thereon.
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Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits,
and the Registrant's By-Laws require, indemnification of the
Registrant's directors and officers in a variety of
circumstances, which may include indemnification for liabilities
under 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 By-Laws 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 or agents that may cover
liabilities under the Securities Act of 1933. As permitted by
Section 33-2-102 of the South Carolina Business Corporation Act
of 1988, the Registrant's Restated Articles of Incorporation
provide that no director of the corporation shall be liable to
the corporation or its shareholders 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 shareholders, (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 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration
Statement are listed in the Exhibit Index following the signature
pages. 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 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) 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.
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(2) 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.
(3) 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.
The undersigned Registrant hereby undertakes 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 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and 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 Act 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.
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SIGNATURE
SIGNATURES
The Registrant. 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-
8 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 this 11th day of May 1995.
(REGISTRANT) SCANA Corporation
By: s/L. M. Gressette, Jr.
(Name & Title): 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
registration statement has been signed by the following persons in the
capacities and on the date 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: May 11, 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: May 11, 1995
(iii) Other Directors:
* B. L. Amick, W. B. Bookhart, Jr., W. T. Cassels, Jr.,
Hugh M. Chapman, James B. Edwards, E. T. Freeman, B. A. Hagood,
W. Hayne Hipp, B. D. Kenyon, F. C. McMaster, H. 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)
May 11, 1995
Directors who did not sign:
None
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EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
4. Instruments Defining the Rights of Security
Holders, Including Indentures
4.1 Restated Articles of Incorporation of SCANA
Corporation as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement No.
33-49145)........................................... #
4.2 Copy of By-Laws of SCANA Corporation as revised
and amended on December 16, 1992 (Exhibit 4.2 to
Registration Statement No. 33-49333)................ #
4.3 Copy of SCANA Corporation Performance Share Plan
as amended and restated effective February 16, 1993
(Filed herewith).................................... 8
5. Opinion Re Legality (Filed herewith)..................... 10
15. Letter Re Unaudited Interim Financial
Information
Not applicable
24. Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith).... 11
(b) Consent of A. H. Gibbes (Included in his opinion
in Exhibit 5)
25. Power of Attorney (Filed herewith)....................... 12
28. Additional Exhibits
Not applicable
29. Information From Reports Furnished to
State Insurance Regulatory Authorities
Not applicable
# Incorporated herein by reference as indicated.
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Exhibit 4
SCANA CORPORATION
PERFORMANCE SHARE PLAN
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 16, 1993
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SCANA CORPORATION
PERFORMANCE SHARE PLAN
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 16, 1993
SECTION TITLE PAGE
A. PLAN PURPOSE -- AN INCENTIVE PROGRAM 1
B. EFFECTIVE DATE 1
C. ELIGIBILITY AND PARTICIPATION 1-2
D. HOW THE PLAN WORKS
1. OVERVIEW 2
2. PERFORMANCE PERIODS AND CYCLES 2
3. TARGET AWARDS AND TARGET SHARES 2-3
4. PERFORMANCE CRITERIA AND MEASUREMENT 3-4
5. AWARD DETERMINATION
a. PRELIMINARY DETERMINATION 5
b. FINAL AWARD DETERMINATION 5-6
6. DIVIDENDS 6
7. FORM AND TIMING OF PAYMENT 6-7
E. TERMINATION OF EMPLOYMENT DUE TO DEATH,
DISABILITY OR RETIREMENT
1. GENERAL RULE 7
2. BENEFICIARY DESIGNATION FOR
TERMINATIONS BY DEATH
a. DESIGNATION OF BENEFICIARY 7-8
b. DEATH OF BENEFICIARY 8
c. INEFFECTIVE DESIGNATION 9
F. TERMINATION OF EMPLOYMENT FOR REASONS
OTHER THAN DEATH, DISABILITY OR RETIREMENT 9
G. MERGER, CONSOLIDATION OR ACQUISITION 9
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SECTION TITLE PAGE
H. TRANSFERABILITY RESTRICTION AS TO TARGET SHARES 10
I. NONALIENATION OF BENEFITS 10
J. REGARDING THE SECURITIES ACT OF 1933 10
K. REGARDING SECTION 16 OF THE SECURITIES
EXCHANGE ACT OF 1934 10
L. PLAN AMENDMENT AND TERMINATION 11
M. NUMBER OF SCANA SHARES THAT MAY BE DISTRIBUTED 11
N. RECAPITALIZATION 11
0. NO RIGHT TO CONTINUED EMPLOYMENT 11-12
P. THE COMMITTEE 12
Q. THE SUBCOMMITTEE 12-13
R. GENDER AND NUMBER 13
S. PERFORMANCE AWARD TAX AND ACCOUNTING CONSEQUENCES 13
- - ADDENDUM A TOTAL SHAREHOLDER RETURN AWARD CALCULATIONS
- - ADDENDUM B DESCRIPTION OF PLAN AMENDMENTS,
FEBRUARY 16, 1993 FORWARD
- - DESIGNATION OF BENEFICIARY FORM
- - DECLARATION TO HOLD FOR SIX MONTHS DIVIDEND AWARD
DISTRIBUTED IN SHARES OF SCANA COMMON STOCK
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SCANA CORPORATION
PERFORMANCE SHARE PLAN
As Amended and Restated Effective February 16, 1993
A. PLAN PURPOSE -- AN INCENTIVE PROGRAM
The SCANA Corporation Performance Share Plan ("Plan") is a long-term
executive compensation incentive plan having as its purpose the rewarding
of superior performance with a variable component of pay. The Plan
provides as an element of executive compensation an award amount tied
directly to corporate performance over three years. The Plan is intended
to balance the short-term emphasis of the current cash incentive portion of
the Executive Incentive Plan with a longer-term perspective and to
reinforce strategic goals by linking them to compensation.
The Plan is an incentive program within the context of Department of Labor
Regulation 2510.3-2(c), and as such is not an "employee pension benefit
plan" or "pension plan" for purposes of the Employee Retirement Income
Security Act of 1974, as amended, as the payouts hereunder are not
systematically deferred to the termination of covered employment or beyond
or to provide retirement income to executive employees.
B. EFFECTIVE DATE
The effective date of the Plan is January 1, 1990, as adopted by the Board
of Directors of SCANA Corporation ("Board") on April 25, 1990. The Plan
was amended and restated by the Board on February 18, 1992, effective as of
January 1, 1992; no Target Awards shall be made for the 1992 Cycle prior to
the approval by SCANA Corporation shareholders of this Plan except upon the
expressed contingency of subsequent approval of this Plan by the
shareholders. Subsequent amendment descriptions shall be noted in Addendum
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C. ELIGIBILITY AND PARTICIPATION
Eligibility in the Plan is restricted to those executives of SCANA
Corporation ("SCANA") and of subsidiaries of SCANA Corporation who the
Chief Executive Officer of SCANA Corporation ("CEO") nominates to the Long-
Term Compensation Committee of the Board of Directors of SCANA Corporation
("Committee") for participation with subsequent selection for participation
made by the Committee, which selection may include the CEO for
participation. The underlying criteria for nomination is compensation of
the executive within salary grades E-3 through E-11, and determination
within discretion of the Committee that the selected executive serves in a
role that is directly or indirectly (as per employment with a SCANA
subsidiary) key to SCANA's success. Participation will be reevaluated and
determined at the beginning of each Performance Period (as defined in
Section D). No executive shall have the right to be nominated by the CEO
or selected by the Committee for participation in the Plan.
D. HOW THE PLAN WORKS
1. OVERVIEW
The objective is to measure SCANA's Total Shareholder Return over each
Performance Period relative to a peer group of utilities, and based upon
the performance achieved, make a payout ranging from 0% to 150% of the
Target Award expressed as a number of shares of SCANA Corporation common
stock ("Target Shares") assigned to each participant in accordance with the
participant's pay grade (E-3 thru E-11 classification), the higher the pay
grade the greater the number of Target Shares,
2. PERFORMANCE PERIODS AND CYCLES
Each Performance Period shall be a period of 3 consecutive calendar years,
and shall be designated as a Cycle, as demonstrated by the following:
1990 1991 1992 1993 1994 1995
1990 Cycle: A A A
1991 Cycle: B B B
1992 Cycle: C C C
1993 Cycle: D D D
Evident per the above is that:
a. the beginning of each calendar year begins a new Cycle;
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b.1992, and each subsequent calendar year, participates in each
of 3 Cycles, if no regard is given to what will eventually be
the final 2 Cycles under this Plan.
3. TARGET AWARDS AND TARGET SHARES
Target Awards in dollars for the 1990 and 1991 Cycles were designated for
each participant as a function of a designated percentage of the
participant's control point for his pay grade in May following adjustment
increases to executive compensation but applied retroactively as of January
- - 1st of the first year of each such Cycle, as follows:
Pay Target Award As A
Grade Percentage of Control Point
1990 Cycle 1991 Cycle
E-11 20% 30%
E-10 16% 20%
E-9 16% 20%
E-8 16% 20%
E-7 14% 17%
E-6 14% 17%
E-5 12% 16%
E-4 11% 13%
E-3 10% 10%
The Long-Term Compensation Subcommittee ("Subcommittee") of the Investment,
Compensation and Management Development/Corporate Performance and Strategic
Planning Committee of the Board of Directors of SCANA Corporation shall
recommend to the Committee the Target Awards schedule for each Cycle
expressed as a percentage of control point for each respective officer pay
grade, which the Committee shall accept or change in its discretion before
June of the first calendar year of a subject Cycle. The Subcommittee may
recommend, and the Committee may at its discretion accept, a different
Target Awards schedule from Cycle to Cycle.
The Target Award in dollars for each participant is then converted to a
Target Share designation by dividing the Target Award amount by the closing
price per share of SCANA Corporation common stock on December 31 (or the
last trading date) of the calendar year immediately preceding the first
calendar year of the Cycle.
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4. PERFORMANCE CRITERIA AND MEASUREMENT
SCANA's Total Shareholder Return is measured over the 3 calendar years of
each Cycle in comparison to a peer group of utility companies. For Cycles
1990 and 1991, the peer group was comprised of 100 electric and gas
utilities of comparable asset size to SCANA, each having annual revenue in
excess of $100 million. The Committee may change for each Cycle the number
of and/or individual composite companies of the peer group, making such
determination before June of the first calendar year of a subject Cycle.
Subsequently within a Cycle, in response to circumstances affecting certain
individual companies of the peer group (eg, merger), the Committee may find
it necessary to add to or otherwise modify the listing of companies
comprising the peer group. The purpose of any such change is to establish
and maintain a peer group that is objectively comparable to SCANA to
promote consistency within and between Cycles as an underlying premise for
the integrity of performance evaluation. It is within this context, as an
additional corrective measure, that per item 5b of this Section D the
Committee may adjust the payout amounts otherwise indicated per item 5a of
this Section D.
Total Shareholder Return for each Cycle is calculated after the end of the
3rd calendar year of the Cycle by the following formula:
(A) Closing Stock Price at December 31st (or last trading date) of 3rd
calendar year of Cycle ("Ending Stock Price")
(B) Less: Closing Stock Price at December 31st (or last trading date) of the
calendar year immediately preceding the first calendar year of the Cycle
("Beginning Stock Price")
(C)Plus: the sum of all cash dividends paid per share during the Cycle
(D) Net Number
Divide (D) by (B)
The result for SCANA is then compared to the individual results of the
companies comprising the peer group. See Award Determination, item 5 of
this section.
Calculations will be adjusted as appropriate for transactions affecting
stock price, eg, stock splits, etc.
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The computation of Total Shareholder Return will also be made
for SCANA and each of the companies of the peer group after the
close of each of the first and second calendar years within
each Cycle, with the data for items (A) and (C) of the above
formula adjusted accordingly. The annual computation will
render an on-going indication of SCANA's comparative economic
performance to the peer group for the subject Cycle. These
computations will also be used in determining payouts under
Section E and perhaps Section F as well.
5. AWARD DETERMINATION
a.PRELIMINARY DETERMINATION
The performance achieved during the 3-year Cycle will
preliminarily indicate a payout as a percent of Target
Shares awarded as follows:
Performance As Compared To Payout As A %
Achieved Peer Group Companies of Target Shares
Awarded
Outstanding at or within top 25% 150% only
(the maximum)
Target at or within upper 50% 100% to 148%
to 74% range
Threshold at or within lower 33% 40% to 96%
to 49% range
Below Threshold at or within bottom 32% 0%
The Threshold and Target performance categories, unlike
the other 2 performance categories, renders payout on a
sliding scale depending upon where SCANA's performance
ranking lies in comparison to the performance ranking of
the individual companies comprising the peer group; see
Addendum A, Total Shareholder Return Award Calculations,
for the detailed table of payouts for the respective range
of performance ranking percentages. Performance Achieved
is categorized per Addendum A in whole percentages only,
requiring the rounding of computational results to the
nearest whole number, with .5 results rounded up if the
resulting whole number would be an even number or rounded
down if the resulting whole number would be an odd number.
The Committee may redefine for each Cycle the above
category levels of performance as well as the respective
payout percentages of Target Shares awarded, making such
determination before June of the first calendar year of a
subject Cycle.
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b. FINAL AWARD DETERMINATION
The Committee will review the award amounts generated by
the performance criteria and, at its discretion, adjust
the final payout amounts for all participants in
accordance with the purposes expressed in item 4 of this
Section D.
In making adjustments, the Committee may consider
factors such as, but not limited to, the following:
(1) Significant acquisitions (or divestitures) within
the SCANA affiliated group.
(2) Significant acquisitions or divestitures among peer
group companies.
(3) Other unusual items of material consequence.
6.DIVIDENDS
After the end of a Cycle, dividends will be paid on the Target
Shares earned as if the shares had been outstanding during the
entire Cycle. The amount of such dividends payable will be
computed by multiplying the number of Target Shares earned by
the sum of all cash dividends paid per share during the Cycle
as noted in item 4 subitem (C) above.
7. FORM AND TIMING OF PAYMENT
At the discretion of the Committee, the award values (Target
Shares earned plus related dividends) may be paid in SCANA
common stock or in cash, or in any proportion thereof. Awards
will be paid out, except as otherwise provided in Sections E
and F, as soon as possible after the end of each Cycle except
as otherwise noted in the last paragraph of this item. All
payments under the Plan must be approved by the Committee, and
no payment will be made prior to the approval of SCANA
shareholders of this Plan.
The award representing dividends payable to Target Shares
earned for persons designated by the Board of Directors of
SCANA Corporation as executive officers for the purposes of
Section 16 of the Securities Exchange Act of 1934 shall be
retained for six months from the date of the final award
determination per item 5b above:
a. by the Plan to the extent that the decision of the
Committee is to pay the dividend award in cash from
the Plan, and/or
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b. by each Participant to the extent that the decision
of the Committee is to pay the dividend award in
shares of SCANA stock, in which case each
Participant shall sign a statement issued by the
Committee specifically identifying the certificate
number issued to the Participant representing the
dividend award shares (a separate stock certificate
would be issued for Target Shares earned) in which
the Participant shall state that he will hold the
stock certificate for 6 months from the date of the
Final Award Determination per item 5b of Section D.
E. TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR
RETIREMENT
1. GENERAL RULE
If Death, Disability, or Early or Normal Retirement, as
defined in the SCANA Corporation Retirement Plan, occurs
prior to the end of one or more Cycles in which the
executive was a participant, the participant's performance
award for each such Cycle will be paid as soon as possible
after the end of the calendar year of such termination at
the direction of the Committee in accordance with the form
of payment and dividend award retention provisions of item
7 of Section D. The award under this paragraph shall be
calculated as follows for each Cycle in which the
terminated executive was a participant:
(Target Shares) x (Payout % per item 5a above based upon
performance results per item 4 above as of the end of the
calendar year of termination) x (the fraction, the
numerator of which is the number of months of continuous
employment completed of the Cycle, counting the month of
termination as though a full month of employment, and the
denominator of which is 36).
Added to this amount will be an award for dividends
attributable to the earned Target Shares in accordance
with item 6 of Section D above, but for each incomplete
Cycle applicable only for the months of continuous
employment completed, counting the month of termination as
though a full month of employment.
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2. BENEFICIARY DESIGNATION FOR TERMINATIONS BY DEATH
a.DESIGNATION OF BENEFICIARY
(1) A participant shall designate a beneficiary or
beneficiaries who, upon the participant's
death, are to receive the amounts that
otherwise would have been paid to the
participant. All designations shall be in
writing and signed by the participant. The
designation shall be effective only if and when
delivered to SCANA during the lifetime of the
participant. The participant also may change
his beneficiary or beneficiaries by a signed,
written instrument delivered to SCANA. The
payouts shall be in accordance with the last
unrevoked written designation of beneficiary
that has been signed and delivered to SCANA.
All beneficiary designations shall be addressed
to the Corporate Secretary of SCANA and
delivered to her office, and shall be processed
as indicated in subsection (2) below by the
Corporate Secretary or by her authorized
designee.
(2) The Corporate Secretary of SCANA (or her
authorized designee) shall, upon receipt of the
beneficiary designation:
(A)ascertain that the designation has been signed,
and if it has not been, return it
to the participant for his signature;
(B) if signed, indicate the date of receipt and sign
the designation in the proximity of the recorded
received date.
b.DEATH OF BENEFICIARY
(1) In the event that all of the beneficiaries
named in item a above predecease the
participant, the amounts that otherwise would
have been paid to said beneficiaries shall,
where the designation fails to redirect to
alternate beneficiaries in such circumstance,
be paid to the participant's estate as the
alternate beneficiary.
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(2)In the event that two or more beneficiaries
are named, and one or more but less than all of
such beneficiaries predeceases the participant,
each surviving beneficiary shall receive any
payout amount or portion designated or
indicated for him per the designation of item a
above, and the amount of designated or
indicated share of each predeceased beneficiary
which the designation fails to redirect to an
alternate beneficiary in such circumstance
shall be paid to the participant's estate as an
alternate beneficiary.
C. INEFFECTIVE DESIGNATION
(1) In the event the participant does not designate a
beneficiary, or if for any reason such designation
is entirely ineffective, the payouts that otherwise would
have been made to the beneficiary shall be made to the
participant's estate as the alternate beneficiary.
(2) In the circumstance that designations are effective in
part and ineffective in part, to the extent that a
designation is effective, distribution shall be made
so as to carry out as closely as discernable the
intent of the participant, with the result that only
to the extent that a designation is ineffective
shall distribution instead be made to the
participant's estate as an alternate beneficiary.
F. TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH,
DISABILITY OR RETIREMENT
If a participant's employment is terminated for reasons other
than Death, Disability, or Normal or Early Retirement before
the end of one or more Cycles in which the executive is a
participant, the individual's performance awards will be
cancelled and his tentative rights thereto forfeited unless the
Committee in the exercise of its discretion determines that a
performance payout should be made to the participant under the
circumstances of the termination. In this latter event, the
payout shall be in whatever amount the Committee determines,
not to exceed, however, the amount that would be calculated if
Section E was applicable as to each Cycle in which the
terminated executive was a participant. Any such payout will
be made as soon as possible after the end of the calendar year
of such termination, and shall be made in accordance with the
form of payment and dividend award retention provisions of item
7 of Section D.
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G. MERGER, CONSOLIDATION OR ACQUISITION
In the event of a merger, consolidation, or acquisition such
that SCANA is not the surviving corporation, performance awards
will become immediately payable based on the performance as of
the end of the most recently completed calendar year for each
Cycle as to which the grant of Target Shares has occurred at
least 6 months previously, subject to the form of payment and
dividend award retention provisions of item 7 of Section D.
H. TRANSFERABILITY RESTRICTION AS TO TARGET SHARES
Target Shares are not transferrable by a participant other than
by will or the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended.
I. NONALIENATION OF BENEFITS
Neither the participant nor any designated beneficiary under
this Plan shall have the power to transfer, assign, anticipate,
hypothecate, or otherwise encumber in advance any of the
benefits payable hereunder, nor shall said benefits be subject
to seizure for the payment of any debts or judgments or be
transferable by operation of law in the event of bankruptcy,
insolvency or otherwise.
J. REGARDING THE SECURITIES ACT OF 1933
SCANA shall not be deemed by reason of the granting of any
Target Shares hereunder to have any obligation to register any
shares of SCANA common stock with respect to this Plan under
the Securities Act of 1933, as amended, or to maintain in
effect any registration of such shares, or to list such shares
on any exchange. As a condition to the issuance or transfer of
shares of SCANA common stock to a participant or to his
beneficiary or legal representative, the Committee may require
such participant, beneficiary or legal representative to
represent that the shares of stock are taken for investment and
not for resale and to make such other representations as the
Committee shall deem necessary to qualify the issuance of the
shares as exempt from the registration requirements of the
Securities Act of 1933 and any other applicable securities
laws. SCANA reserves the right to place a legend on any stock
certificate issued pursuant to the Plan to further the purposes
expressed herein.
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K. REGARDING SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, transactions under the Plan are intended
to comply with all applicable conditions of Rule 16b-3 or its
successors under the Act. To the extent any provision of the
Plan or action by the Committee is deemed not in compliance
with an applicable condition of Rule 16b-3, that provision or
action shall be deemed null and void to the extent permitted by
law and deemed advisable by the Committee.
L. PLAN AMENDMENT AND TERMINATION
New performance award periods may be initiated under the Plan
for 10 years from the effective date of adoption. The Board
will have the power to amend or terminate the Plan during this
10 years, without further action of shareholders, provided that
no such amendment will increase the total number of shares of
SCANA common stock that may be distributed under this Plan
beyond the number of shares indicated in Section M without
obtaining shareholder approval.
M. NUMBER OF SCANA SHARES THAT MAY BE DISTRIBUTED
The total number of shares of SCANA Corporation common stock
that may be distributed under this Plan is 500,000 shares,
except as otherwise provided in Section N.
With respect to any applicable Cycle under this Plan, if the
maximum number of shares of SCANA Corporation common stock
which could be distributed as to both Target Shares earned and
the related dividend awards thereon are not in fact paid out
after the end of the Cycle, then the number of shares of such
common stock not distributed shall be available for payouts
under this Plan which pertain to subsequent Cycles.
N. RECAPITALIZATION
In the event of any increase or decrease in the total number of
shares of SCANA Corporation common stock resulting from a
subdivision or consolidation of shares or other capital
adjustment or the payment of a stock dividend or other increase
or decrease in such shares effected without receipt of
consideration by SCANA Corporation, the maximum number of
shares of SCANA Corporation common stock which may be
distributed under the Plan, the number of Target Shares awarded
under the Plan, and the number of shares of SCANA Corporation
common stock covered by each outstanding Target Share award
shall be adjusted accordingly. Any shares so credited as a
result of an outstanding Target Share award shall be subject to
the same Plan provisions as the shares originally covered under
the award.
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O. NO RIGHT TO CONTINUED EMPLOYMENT
SCANA or its employing subsidiary corporation, whichever is
applicable, may continue to employ a participant in such
capacity or position as the employing corporation may from time
to time determine, but the employing corporation retain the
right to terminate the participant's employment with or without
cause. SCANA also retains the right to terminate this Plan and
all the participants' rights hereunder, whether or not the
participants' employment is terminated.
P. THE COMMITTEE
As used herein, "Committee" means the Long-Term Compensation
Committee of the SCANA Corporation Board of Directors. The
Committee shall be comprised of all of those members of the
Board of Directors of SCANA Corporation who are not employee-
officers of SCANA and/or of a subsidiary of SCANA, with the
purpose that no member of the Committee shall be a Director who
is eligible to participate in this Plan. Each member of the
Committee shall be at all times a "disinterested person" within
the meaning of Rule 16b-3 of the General Rules and Regulations
[Reg. 240.16b-3(C)(2)(i)] under the Securities Exchange Act of
1934, as amended and from time to time amended.
The Plan shall be administered by the Committee which shall
have, in addition to the specific grants of powers vested in
the Committee under the provisions of the Plan, such other
power and authority to administer and interpret the Plan and to
adopt such rules, regulations, agreements, guidelines, and
instruments for the administration of the Plan and for the
conduct of its business as the Committee deems necessary or
advisable. The Committee's interpretations of the Plan, and
all actions taken and determinations made by the Committee
pursuant to the powers vested in it hereunder shall be
conclusive and binding on all parties concerned, including
SCANA and its subsidiaries, the shareholders of SCANA, and any
employee of SCANA or of a SCANA subsidiary. Any action of the
Committee with respect to the administration of the Plan shall
be taken pursuant to the vote or written consent of the
majority of such Committee members. No member of the Committee
shall be liable for any action taken or determination made in
good faith in connection with the administration of the Plan.
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Q. THE SUBCOMMITTEE
As used herein, "Subcommittee" means the Long-Term Compensation
Subcommittee of the Investment, Compensation and Management
Development/Corporate Performance and Strategic Planning
Committee of the Board of Directors of SCANA Corporation
("Investment Committee") . The Subcommittee shall be comprised
of those members of the Investment Committee who are not
employee-officers of SCANA and/or of a subsidiary of SCANA,
with the purpose that no member of the Subcommittee shall be a
Director who is eligible to participate in this Plan. Each
member of the Subcommittee shall be at all times a
"disinterested person" within the meaning of Rule 16b-3 of the
General Rules and Regulations [Reg. 240.16b-3(C)(2)(i)] under
the Securities Exchange Act of 1934, as amended and from time
to time amended.
The Subcommittee shall recommend to the Committee the Target
Awards schedule for each Cycle, and shall have such other
powers and duties as may be established by the Board of
Directors from time to time.
R. GENDER AND NUMBER
As used herein, the masculine gender shall refer equally to the
feminine gender, and the singular shall refer equally to the
plural, and vice versa, where factually applicable.
S.PERFORMANCE AWARD TAX AND ACCOUNTING CONSEQUENCES
No tax liability is incurred by a participating executive until
performance awards are actually paid, at which time SCANA
receives a tax deduction for the same amount. The estimated
annual expense of such a plan is charged against earnings.
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ADDENDUM A
TOTAL SHAREHOLDER RETURN
AWARD CALCULATIONS
PERFORMANCE PAYOUT AS A % OF
ACHIEVED TARGET SHARES AWARDED
33 40
34 44
35 48
36 51
37 55
38 59
39 63
40 66
41 70
42 74
43 78
45 81
46 85
47 89
48 93
49 96
50 100
51 102
52 104
53 106
54 108
55 110
56 112
57 114
58 116
59 118
60 120
61 122
62 124
63 126
64 128
65 130
66 132
67 134
68 136
69 138
70 140
71 142
72 144
73 146
74 148
75 150
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ADDENDUM B
DESCRIPTION OF PLAN AMENDMENTS, FEBRUARY 16, 1993 FORWARD
1.Per SCANA Board of Directors resolution passed on February 16,
1993, the second paragraph Section D item 7 was amended
effective February 16, 1993 to limit the 6-month retention of
dividends provision to only those "persons designated by the
Board of Directors of SCANA Corporation as executive officers
for the purposes of Section 16 of the Securities Exchange Act
of 1934", and not apply the retention provision to other plan
participants.
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SCANA CORPORATION
PERFORMANCE SHARE PLAN
Declaration to Hold for Six Months Dividend Award
Distributed in Shares of SCANA Corporation Common Stock
I, , a Participant in the SCANA
Corporation Performance Share Plan ("Plan"), having received as a
distribution with respect to the 199 Cycle under the Plan
shares of SCANA Corporation common stock per
Stock Certificate No. as the dividend award payout, hereby
acknowledge the Plan provision at item 7 of Section D and declare
that I will hold said Stock Certificate for six (6) months from
the date of the Final Award Determination, ,
199 , or until 199 .
Executed this day of , 199 .
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SCANA CORPORATIONPERFORMANCE SHARE PLANDESIGNATION OF BENEFICIARY
To: Corporate Secretary of SCANA Corporation
I hereby designate the following person(s), trust(s) or estate, to be the
recipient(s) of any and all amounts which become payable upon my death under
the SCANA Corporation Performance Share Plan.
Beneficiary's Name Relation-
and Social Security or Beneficiary'sship to No. of
Employer Identification No. Address Participant Shares
I hereby designate the following person, trust or estate as Alternate
Beneficiary with respect to the contingency events described in Section E items
2b(l) and (2) of this Plan.
Alternate
Beneficiary's Name Alternate Relationship
and Social Security or Beneficiary's to
Employer Identification No. Address Participant
Spouse's Consent: (Community Property States Only -- S. C. domiciliaries
ignore):
I hereby agree to the beneficiary(ies) designated above:
Spouse's Signature Date
I hereby revoke any beneficiary designation previously made by me and reserve
the right to change this designation at any time by filing a new Designation of
.Beneficiary form.
Signature of Participant
Date Social Security Number
Signature of Corporate Secretary
Date Received
(Feb. 1992)
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Exhibit 5
May 11, 1995
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
Dear Sirs:
Pursuant to the terms of Rule 416(b) promulgated under the
Securities Act of 1933, as amended (the "Act"), and as a result of a
100% stock split (the "Stock Split") to become effective as of the
close of business on May 11, 1995 (the "Effective Date"), SCANA
Corporation (the "Company") proposes to file with the Securities and
Exchange Commission a Post-Effective Amendment to the Company's
Registration Statement No. 33-49333 on Form S-8 for the registration
under the Act of 460,772 additional shares of the Company's Common
Stock, without par value, which may be issued under the Company's
Performance Share Plan (the "Plan").
I have participated in the preparation of the aforesaid Post-
Effective Amendment and am familiar with all other proceedings of the
Company in connection with the Stock Split. I also have 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 after the Effective
Date and upon (a) the aforesaid Post-Effective Amendment becoming
effective; (b) the issuance of the Additional Shares in accordance
with the terms of the Plan; and (c) the due execution, registration
and countersignature of the certificates evidencing the Additional
Shares; in my opinion the Additional Shares 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.
Very truly yours,
s/Asbury H. Gibbes
Asbury H. Gibbes
Senior Vice President and
General Counsel
28
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Exhibit 24(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 to Registration Statement No. 33-49333 on
Form S-8 for SCANA Corporation 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.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
May 11, 1995
29
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Exhibit 25
POWER OF ATTORNEY
The undersigned directors of SCANA Corporation (the
"Company"), hereby appoint L. M. Gressette, Jr. and W. B.
Timmerman, and each of them severally, as the attorney-in-fact of
the undersigned, to sign in the name(s) and behalf of the
undersigned, in any and all capacities stated therein, and to file
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, and
any and all amendments thereto, with respect to the issuance and
sale of 500,000 additional shares of common stock under the
Company's Performance Share Plan.
Dated: December 16, 1992
Columbia, South Carolina
s/B. L. Amick s/W. Hayne Hipp
B. L. Amick W. Hayne Hipp
Director Director
s/W. B. Bookhart, Jr. s/B. D. Kenyon
W. B. Bookhart, Jr. B. D. Kenyon
Director Director
s/W. T. Cassels, Jr. s/F. C. McMaster
W. T. Cassels, Jr. F. C. McMaster
Director Director
s/H. M. Chapman s/Henry Ponder
H. M. Chapman Henry Ponder
Director Director
s/J. B. Edwards s/J. B. Rhodes
J. B. Edwards J. B. Rhodes
Director Director
s/E. T. Freeman s/E. C. Wall, Jr.
E. T. Freeman E. C. Wall, Jr.
Director Director
s/B. A. Hagood
B. A. Hagood
Director
30
