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Registration No. 33-50571
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0784499
(I.R.S. Employer Identification No.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201 (803) 748-3000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
K. B. Marsh
Vice President-Finance, Secretary and Treasurer
SCANA CORPORATION
1426 Main Street
Columbia, SC 29201
(803) 733-4097
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Elizabeth B. Anders
McNair & Sanford, P.A.
1301 Gervais Street
Columbia, SC 29201
(803) 799-9800
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: [x]
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CALCULATION OF REGISTRATION FEE
This registration statement for shares of SCANA common stock to
be sold pursuant to its Dividend Reinvestment and Stock Purchase Plan
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 821,605 of the 2,000,000
shares of common stock without par value ("Common Stock") originally
registered hereunder have been issued. Accordingly, this registration
statement is hereby amended to register 1,178,395 additional shares
of Common Stock resulting in a total of 3,178,395 being registered
hereunder. The proposed maximum aggregate offering price and the
amount of the registration fee previously remitted to the Commission
are unchanged.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 15. Indemnification of Directors and Officers.
The South Carolina Business Corporation Act of 1988, and the
Registrant's Bylaws provide for indemnification of the Registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Under Sections 33-8-510, 33-
8-550 and 33-8-560 of the South Carolina Business Corporation Act of
1988, a South Carolina corporation is authorized generally to
indemnify its directors and officers in civil or criminal actions if
they acted in good faith and reasonably believed their conduct to be
in the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful. The Registrant's Bylaws require indemnification of
directors and officers with respect to expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in
relation to matters as to which they shall be adjudged to be liable
for willful misconduct in the performance of duty and to such matters
as shall be settled by agreement predicated on the existence of such
liability. In addition, the Registrant carries insurance on behalf
of directors, officers, employees and agents that may cover
liabilities under the Securities Act. Finally, as permitted by
Section 33-2-102 of the South Carolina Business Corporation Act of
1988, the Registrant's Restated Articles of Incorporation provide that
no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as
a director occurring after April 26, 1989, except for (i) any breach
of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which
involve gross negligence, intentional misconduct or a knowing
violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal
benefit.
Item 16. Exhibits.
Exhibits required to be filed with this Registration Statement
have been previously filed and listed in the Exhibit Index to the
Registration Statement. Exhibits required to be revised as a result
of the filing of this Post-Effective Amendment are listed in the
Exhibit Index immediately following the signature page.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(2) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(3) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State of South
Carolina, on May 3, 1995.
SCANA CORPORATION
(Registrant)
By: s/L. M. Gressette, Jr.
L. M. Gressette, Jr.
(Chairman of the Board, Chief
Executive Officer, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
Name & Title: L. M. Gressette, Jr., Chairman of the Board, Chief Executive
Officer, President and Director
Date: May 3, 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 3, 1995
(iii) Other Directors:
*B. L. Amick, W. B. Bookhart, Jr., Hugh M. Chapman, J. B. Edwards,
E. T. Freeman, B. A. Hagood, Bruce D. Kenyon, F. C. McMaster, Henry Ponder,
J. B. Rhodes, E. C. Wall, Jr.
*Signed on behalf of each of these persons:
s/W. B. Timmerman
W. B. Timmerman
(Attorney-in-Fact)
Date: May 3, 1995
Directors who did not sign:
W. T. Cassels, Jr.
W. Hayne Hipp
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EXHIBIT INDEX
Sequentially
Numbered
Number Pages
5. Opinion of A. H. Gibbes, Esq. (Filed herewith)............... 7
23. Consents of Experts and Counsel
(a) Consent of A. H. Gibbes (Included in Exhibit 5)
24. Power of Attorney (Filed herewith)........................... 8
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Exhibit 5
May 3, 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. 33-50571 on Form S-3 for the
registration under the Act of 1,178,395 additional shares (the
"Additional Shares") of the Company's Common Stock, without par
value, to be offered and sold to the public through the Company's
Dividend Reinvestment and Stock Purchase 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 have also made
such further investigation as I have deemed pertinent and necessary
as 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 and sale of the Additional
Shares in accordance with the terms of the Plan; (c) the due
execution, registration and countersignature of the certificates
evidencing the Additional Shares; and (d) the delivery of the
Additional Shares to the purchasers thereof against receipt of the
purchase price therefor; 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.
Yours truly,
s/Asbury H. Gibbes
Asbury H. Gibbes
General Counsel
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Exhibit 24
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-3, and any and all amendments
thereto, with respect to the issuance and sale of 2,000,000 additional
shares of common stock through the Company's Dividend Reinvestment and
Stock Purchase Plan.
Dated: June 15, 1993
Columbia, South Carolina
s/ B. L. Amick s/W. B. Bookhart, Jr.
B. L. Amick W. B. Bookhart, Jr.
Director Director
s/Bruce D. Kenyon s/F. C. McMaster
Bruce D. Kenyon F. C. McMaster
Director Director
s/Hugh M. Chapman s/Henry Ponder
Hugh M. Chapman Henry Ponder
Director Director
s/J. B. Edwards s/E. T. Freeman
J. B. Edwards E. T. Freeman
Director Director
s/J. B. Rhodes s/B. A. Hagood
J. B. Rhodes B. A. Hagood
Director Director
s/E. C. Wall, Jr.
E. C. Wall, Jr.
Director
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