FORM 8-B/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of Securities Exchange Act of 1934
SCANA Corporation
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation)
57-0784499
(IRS Employer Identification No.)
1426 Main Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock, without par value New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. General Information.
(a) The registrant was incorporated under the laws
of South Carolina on October 1, 1984.
(b) The registrant's fiscal year ends on December 31
of each year.
Item 2. Transaction of Succession.
(a) The name of each predecessor which had
securities registered pursuant to Section 12(b) or (g) of the Act
at the time of the succession is South Carolina Electric & Gas
Company.
(b) The following are excerpts from Registration
Statement No. 2-93812 which summarizes the transaction of
succession. The transaction was effective on December 31, 1984.
General
Pursuant to a Plan of Exchange (the "Plan"), approved by the
Boards of Directors of SCE&G and SCANA, the corporate framework
through which the operations of SCE&G are currently conducted
would be restructured, with SCANA, a new South Carolina
corporation organized by SCE&G, becoming the sole holder of the
Common Stock of SCE&G and the holders of all of the outstanding
shares of Common Stock of SCE&G automatically becoming the
holders of all of the outstanding shares of Common Stock of SCANA
on a share-for-share basis. SCE&G will continue to be regulated
as a utility, but SCANA will not be an operating company or a
utility. Although the corporate restructuring of which the Plan
is a part involves transfers of assets and businesses among
various corporate entities which will be direct or indirect
subsidiaries of SCANA, the exchange of SCE&G Common Stock for
SCANA Common Stock (the "Exchange") does not itself involve any
transfer of assets or businesses from SCE&G. Following the
Exchange, there will be no alternation of the proportionate
ownership interests of the holders of SCE&G Common Stock in the
assets and businesses presently owned and operated by SCE&G and
its subsidiaries.
If the Plan is consummated, the certificates presently
representing shares of Common Stock of SCE&G will automatically
by operation of law represent a like number of shares of Common
Stock of SCANA and it will not be necessary to surrender SCE&G
Common Stock certificates in exchange for share certificates of
SCANA. Pursuant to the rules of the New York Stock Exchange,
Inc. ("NYSE"), after the effective date of the Exchange, the
SCE&G Common Stock will be delisted from trading on the NYSE and
the SCANA Common Stock will be listed for trading in its place.
A holder of SCE&G certificates will be entitled to vote and to
receive dividends on the SCANA shares to which he or she is
entitled, on the same basis as if he or she had exchanged those
certificates. New certificates bearing the name of SCANA will be
issued in the future as presently outstanding certificates are
surrendered to the Transfer Agents.
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Proposed Restructuring of Corporate Framework
The corporate structure, as it exists and as it will be after giving
effect to the proposed restructuring, is set forth in the following charts:
PRESENT STRUCTURE
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Generates and Sells Electricity and Purchases,
Transports and Sells Natural Gas at Wholesale
and Retail and Provides Public Transit
Service in Columbia and Charleston.
ENERGY SUBSIDIARY, INC. SOUTH CAROLINA
100% OWNED LNG COMPANY, INC.
100% OWNED
Primarily Engaged in the Holding Owns and Operates LNG Storage
and Development of Presently Facilities.
Held Real Estate.
SOUTH CAROLINA SOUTH CAROLINA
FUEL COMPANY, INC. ELECTRIC & GAS FINANCE, N.V.
100% OWNED 100% OWNED
Acquires, Owns and Provides for Obtains Funds Outside the U.S. for
SCE&G's Nuclear and Financing Activities of SCE&G
Fossil Fuel Requirements. and Its Subsidiaries.
MPX SYSTEMS, INC.
100% owned
Organized for the Purpose Of Engaging
in Digital Transmission Service.
CAROLINA ENERGIES, INC.
100% OWNED
A Holding Company with Six Wholly-Owned Subsidiaries
CAROLINA CAROLINA
PIPELINE COMPANY, INC. NATURAL GAS CORPORATION CAROTANE, INC.
Engaged in the Purchase, Engaged in the Purchase, Engaged in the Purchase
Transmission and Sale of Distribution and Sale of Delivery and Sale of
Natural Gas on a Natural Gas at Retail. Propane Gas at Retail.
Wholesale Basis.
CAROLINA CAROLINA CAROLINA
EXPLORATION CORPORATION PROPANE STORAGE CORPORATION LPG CORPORATION
Engaged in Certain Organized for the Engaged in the
Exploration and Development Purpose of Engaging Pipeline
Activities for in the Storage of Transportation of
Natural Gas. Propane. Propane.
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NEW STRUCTURE
SCANA
A Holding Company, with
Twelve Wholly-Owned Subsidiaries.
SOUTH CAROLINA ELECTRIC & CAROLINA LPG CORPORATION
GAS COMPANY 100% OWNED
100% OWNED
Generates and Sells Electricity Engaged in the
and Purchases and Sells Natural Pipeline Transportation
Gas at Retail and Provides Public of Propane.
Transit Service in Columbia and
Charleston.
SOUTH CAROLINA FUEL SOUTH CAROLINA REAL ESTATE
COMPANY, INC. DEVELOPMENT, INC.
100% OWNED 100% OWNED
Acquires, Owns and Provides for Primarily Engaged in the
SCE&G's Nuclear and Fossil Holding and Development of
Fuel Requirements. Presently Held Real Estate.
SOUTH CAROLINA ELECTRIC & GAS CAROLINA PROPANE STORAGE CORPORATION
FINANCE, N.V. 100% OWNED
100% OWNED
Organized for the Purpose of
Obtains Funds Outside the U.S. Engaging in the Storage of
for Financing Activities of Propane.
SCE&G and Its Affiliates.
SOUTH CAROLINA GENERATING CAROTANE, INC.
COMPANY, INC. 100% OWNED
100% OWNED
Engaged in the Purchase,
Owns and Operates Williams Delivery and Sale of
Station and Sells Propane Gas at Retail.
Electricity to SCE&G.
MPX SYSTEMS, INC.
100% OWNED
Organized for the Purpose of Engaging
in Digital Transmission Service.
SOUTH CAROLINA PIPELINE CORPORATION
100% OWNED
Engaged in the Purchase,
Transmission and Sale of
Natural Gas on a Wholesale Basis
and Direct Industrial Fuel Sales.
CAROLINA EXPLORATION CORPORATION SOUTH CAROLINA LNG COMPANY, INC.
100% OWNED 100% OWNED
Engaged in Certain Exploration Owns and Operates LNG Storage
and Development Activities for Facilities.
Natural Gas.
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Subject to the approval of the holders of more than two-
thirds of SCE&G's Common Stock and the filing of Articles of
Exchange by the Secretary of State of South Carolina, the
Exchange will become effective on December 31, 1984. The terms
and conditions of the Exchange are set forth in the Plan, a copy
of which is attached as Exhibit A.
The holders of SCE&G's Preferred Stock and outstanding debt
securities will not have any voting rights in connection with the
Exchange. See "Plan of Exchange - Appraisal Rights of Dissenting
Stockholders".
SCE&G will transfer to a new wholly-owned subsidiary to be
known as South Carolina Generating Company, Inc. ("GENCO"),
SCE&G's Williams Electric Generating Station ("Williams Station")
located at Bushy Park, South Carolina, exclusive of any
transmission properties relating to or appurtenant to such
station, and will transfer to Carolina Energies, Inc. ("CEI"),
which will in turn transfer to Carolina Pipeline Company, Inc.
("CPC"), all of SCE&G's natural gas pipeline transmission
facilities, gas supply, wholesale and industrial contracts and
pipeline certificates of public convenience and necessity. CPC
will enter into a contract with SCE&G to supply SCE&G's gas
distribution system with natural gas service. SCE&G will
transfer all of the Common Stock of South Carolina LNG Company,
Inc. ("LNG"), together with a certain service agreement, to CEI,
which will in turn transfer the stock and assign such service
agreement to CPC, which will assume SCE&G's financial and
managerial obligations to LNG under the service agreement. LNG
will then provide gas storage and regasification services for
CPC. CEI will also transfer to CPC all of the Common Stock of
Carolina Exploration Corporation.
In consideration for such transfers and assignments, CPC will
assume the indebtedness of CEI to South Carolina Electric & Gas
Finance N.V. ("N.V."), a wholly-owned subsidiary of SCE&G,
arising from a loan by N.V. to CEI in the original principal
amount of $20,000,000, including accrued interest thereon and all
other liabilities of CEI in connection with such indebtedness.
CEI will be merged into SCE&G and cease to have a separate
existence. Carolina Natural Gas Corporation ("CNGC"), which will
become a subsidiary of SCE&G by means of the merger of CEI into
SCE&G and which provides natural gas distribution service wholly
within the State of South Carolina, will be merged into SCE&G and
cease to have a separate existence. SCE&G will transfer to SCANA
all of the capital stock of GENCO, CPC, and N.V., as well as of
its other subsidiaries, Carolina Propane Storage Corporation,
Carolina LPG Corporation, Carotane, Inc., Energy Subsidiary,
Inc., South Carolina Fuel Company, Inc. and MPX Systems, Inc., so
that they, too, will become subsidiaries of SCANA. At the time
the Plan becomes effective, CPC will change its name to South
Carolina Pipeline Corporation, and Energy Subsidiary, Inc. will
change its name to South Carolina Real Estate Development
Company, Inc.
Notwithstanding the restructuring and any expansion by the
subsidiaries of their own businesses, the utility businesses of
SCE&G are expected to constitute the predominant part of SCANA's
consolidated assets and earning power for the foreseeable future.
Item 3. Securities to be Registered.
The registrant is authorized by its Restated Articles
of Incorporation to 150,000,000 shares of its Common Stock,
without par value. As of April 30, 1995, after giving effect to
the two-for-one stock split effective May 11, 1995 the registrant
had outstanding 97,258,880 shares of its Common Stock, none of
which were held for the account of registrant.
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Item 4. Description of Registrant's Securities to be
Registered.
The following summary of the terms of the Common Stock does
not purport to be complete and is qualified in its entirety by
reference to the terms set forth in the Restated Articles of
Incorporation as amended (the "Articles of Incorporation") and
By-Laws (the "By-Laws") of the Registrant included as exhibits to
the Registration Statement of which this Prospectus is a part.
Voting
Holders of Common Stock are entitled to one vote, in person
or by proxy, for each share held on the applicable record date
with respect to each matter submitted to a vote at a meeting of
stockholders, and are not entitled to cumulate their votes.
Preemptive Rights
Holders of Common Stock do not have preemptive rights to
subscribe for additional shares when additional shares are
offered for sale by the Registrant.
Provisions Relating to Change in Control
The Articles of Incorporation and By-Laws contain provisions
which could have the effect of delaying, deferring or preventing
a change in control of the Registrant. These provisions are
summarized below.
Corporate Governance Provisions
These provisions establish the classification of directors
into three classes, as nearly equal in number of directors as
possible, each class serving for three years, with one class
being elected each year. There are currently fifteen directors
(four directors in a class with a term expiring in 1996, five
directors in a class with a term expiring in 1997 and six
directors in a class with a term expiring in 1998). The Articles
of Incorporation and By-Laws provide (i) that the authorized
number of directors may range from a minimum of nine to a maximum
of twenty, as determined from time to time by the directors; (ii)
that directors can be removed only (x) for cause or (y) otherwise
by the affirmative vote of the holders of 80% of the shares of
stock of the Registrant entitled to vote; and (iii) that
vacancies and newly created directorships on the Board of
Directors can be filled by a majority vote of the remaining
directors then in office, even though less than a quorum, and
that any new director elected to fill a vacancy will serve until
the next stockholders' meeting at which directors of any class
are elected.
Prevention of Greenmail
The Articles of Incorporation provide that in the absence of
approval by the holders of not less than a majority of the
outstanding shares of the Common Stock (excluding shares held by
Selling Stockholders (as hereinafter defined)), the Registrant is
precluded from purchasing any of its outstanding Common Stock at
a price known to the Registrant to be more than the market price
from a Selling Stockholder, unless the purchase by the Registrant
is pursuant to an offer to purchase any and all of the
outstanding shares of Common Stock. "Selling Stockholder" is
defined as any person who alone or together with others is known
to the Registrant to be the beneficial owner (which term includes
specified holdings by affiliates or associates as defined in Rule
12b-2 under the Exchange Act as in effect on January 1, 1985) of
more than 3% of the outstanding Common Stock and who has
purchased or agreed to purchase any shares within the most recent
two-year period.
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Fair Price Requirements and Consideration of All Relevant
Factors in Certain Business Combinations
The Articles of Incorporation require the approval of the
holders of at least 80% of the voting power of all outstanding
voting stock as a condition to Business Combinations (as
hereinafter defined) with or proposed by any direct or indirect
beneficial owner (as defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, as in effect on March 1, 1987) (other than a
subsidiary of the Registrant or employee benefit plans of the
Registrant) of more than 10% of the Registrant's outstanding
capital stock entitled to vote for the election of directors (
each a "Related Person") and any affiliate or associate of such
person (as defined in Rule 12b-2 under the Exchange Act, as in
effect on March 1, 1987), except in cases in which (i) the
transaction has been approved by a majority of certain
directors who are not Related Persons or affiliates or associates
or representatives of a Related Person and who were members of
the Board of Directors immediately prior to the time that the
Related Person became a Related Person (the "Continuing
Directors"), and certain successors to Continuing Directors who
are not Related Persons or affiliates or associates or
representatives of a Related Person and are
recommended to succeed a Continuing Director by a majority of
Continuing Directors, (ii) the Business Combination is solely
between the Registrant and a subsidiary of the Registrant and
does not have the direct or indirect effect of increasing the
voting power of a Related Person in any class or series of
capital stock of the Registrant or any subsidiary of the
Registrant, or (iii) certain minimum price criteria and
procedural conditions are satisfied.
A "Business Combination" includes the following transactions
when entered into by the Registrant or a subsidiary of the
Registrant with, or upon a proposal by or on behalf of, a Related
Person: (i) a merger or consolidation of the Registrant or any
subsidiaries; (ii) the sale or other disposition other than sales
of goods and services made in the ordinary course of business by
the Registrant or any subsidiary of assets worth $10,000,000 or
more; (iii) the issuance or transfer by the Registrant or any
subsidiary of any securities of the Registrant or the subsidiary
(except proportionately to all stockholders of the Registrant or
such subsidiary); (iv) the adoption of a plan or proposal to
liquidate or dissolve the Registrant; (v) any reclassification of
securities, recapitalization or other transaction which has the
direct or indirect effect of increasing the voting power, whether
or not then exercisable, of a Related Person in any class or
series of capital stock of the Registrant or any of its
subsidiaries; or (vi) any agreement or contract or other
arrangement providing directly or indirectly for any of the
foregoing.
The Board of Directors, when evaluating any offer of another
party to (i) make a tender or exchange offer for any equity
security of the Registrant, (ii) merge or consolidate the
Registrant with another corporation, or (iii) purchase or
otherwise acquire all or substantially all of the properties and
assets of the Registrant, may, in connection with the exercise of
its judgment in determining what is in the best interests of the
Registrant and its stockholders, give due consideration to (a)
all relevant factors, including, without limitation, the social,
legal, environmental and economic effects on employees,
customers, suppliers and other affected persons, firms and
corporations, and on the communities and geographical areas in
which the Registrant and its subsidiaries operate or are located
and any of the businesses and properties of the Registrant or any
of its subsidiaries, as
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well as such other factors as the directors deem relevant, and
(b) not only the consideration being offered in relation to the
then current market price for the Registrant's outstanding shares
of capital stock, but also in relation to the then current value
of the Registrant in a freely negotiated transaction and in
relation to the Board of Directors' estimate of the future value
of the Registrant (including the unrealized value of its
properties and assets) as an independent going concern.
Eighty Percent Vote Provisions
The Articles of Incorporation provisions relating to the
classification of the Board of Directors and appointment of
directors to fill vacancies, removal of an incumbent member of
the Board of Directors and fair price provisions for a Business
Combination require the vote of 80% of the shares of stock
entitled to vote for amendment or repeal.
Item 5. Financial Statements and Exhibits.
(a)Financial Statements.
No financial statements are filed because the
consolidated capital structure and balance sheet of the
registrant immediately after the succession were substantially
the same as those of its predecessor, South Carolina Electric &
Gas Company.
(b) Exhibits required to be filed with this
Registration Statement are listed in the following Exhibit Index.
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.
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has caused this
amendment to application for registration (or registration
statement) to be signed on its behalf by the undersigned,
hereunto duly authorized.
SCANA Corporation
s/Kevin B. Marsh
Dated: May 26, 1995 By: Kevin B. Marsh
Its: Secretary
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SCANA Corporation
EXHIBIT INDEX
Sequentially
Numbered
Number Pages
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession
A copy of the Plan of Exchange as set forth
in Exhibit A to the Registrant's Prospectus
dated October 17, 1984, (Registration Statement
No. 2-93812)............................................... #
Copy of the Registrant's Prospectus,
dated October 17, 1984, which forms
a part of Registration No. 2-93812 on Form S-14............ #
3. Articles of Incorporation and By-Laws
A. Restated Articles of Incorporation of SCANA
Corporation as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement No.
33-49145)............................................. #
B. Copy of By-Laws of SCANA Corporation as revised and
amended on February 15, 1994 (Exhibit 4.2 to
Post-Effective Amendment No. 1 to Registration
Statement No. 33-56923)............................... #
4. Instruments defining the rights of security holders,
Including indentures
Not Applicable
6. Opinion regarding discount on capital shares
Not Applicable
7. Opinion regarding liquidation preference
Not Applicable
9. Voting trust agreement
Not Applicable
10. Material contracts
Not Applicable
11. Statements regarding computation of per share earnings
Not Applicable
12. Statements regarding computation of ratios
Not Applicable
14. Material foreign patents
Not Applicable
16. Letter regarding change in certifying accountant
Not Applicable
# Incorporated herein by reference as indicated.
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SCANA Corporation
EXHIBIT INDEX
Sequentially
Numbered
Number Pages
21. Subsidiaries of the registrant (filed herewith)......... 11
24. Power of Attorney
Not Applicable
27. Financial Data Schedule
Not Applicable
28. Information from reports furnished to state
insurance regulatory authorities
Not Applicable
99. Additional Exhibits
Not Applicable
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CORPORATE STRUCTURE
SCANA CORPORATION
A Holding Company, Owning Twelve
Direct, Wholly Owned Subsidiaries
SOUTH CAROLINA SCANA HYDROCARBONS, INC.
ELECTRIC & GAS COMPANY Markets natural gas as well
Generates and sells electricity as other light hydrocarbons
to wholesale and retail customers, and owns and operates a natural
purchases, sells and transports gas gathering system in Oklahoma.
natural gas at retail and provides Owns and operates a propane
public transit service in Columbia pipeline and provides for
and Charleston. transportation and bulk
storage of propane.
SOUTH CAROLINA GENERATING
COMPANY, INC. SCANA PETROLEUM RESOURCES, INC.
Owns and operates Williams Owns and/or operates oil and gas
Station and sells electricity properties.
to SCE&G.
SERVICECARE, INC.
SOUTH CAROLINA FUEL Provides energy related products
COMPANY, INC. and services beyond the energy
Acquires, owns and provides for meter, principally service
financing for SCE&G's nuclear contracts on home appliances.
fuel, fossil fuel and sulfur
dioxide emission allowances. PRIMESOUTH, INC.
Engages in power plant
SUBURBAN PROPANE GROUP, INC. management and maintenance
Purchases, delivers and services.
sells propane.
SCANA DEVELOPMENT CORPORATION
SCANA CAPITAL RESOURCES, INC. Engaged in the acquisition,
Has provided equity capital development, management and
for diversified investments. sale of real estate. (In
liquidation.)
MPX SYSTEMS, INC.
Provides fiber optic SOUTH CAROLINA PIPELINE
telecommunications, video CORPORATION
conferencing, specialized Purchases, sells and transports
mobile radio services and is natural gas to wholesale and
pursuing Personal Communication direct industrial customers.
Services licenses for wireless Owns and operates two LNG plants
communications. for the liquefaction, regasifi-
cation and storage of natural gas.
Each of the above listed companies is organized and incorporated under the
laws of the State of South Carolina.
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