SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)*
Under the Securities Exchange Act of 1934
InterCel, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
458 44L 108
(CUSIP Number)
H. T. Arthur, II, Vice President and General Counsel
SCANA Corporation
1426 Main Street
Columbia, SC 29218
(803) 376-8547
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 28, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ] . (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of less than five percent of such class. See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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<PAGE>
CUSIP No 458 44L 108
1) Names of Reporting Persons
This Schedule 13D is being filed by a group deemed to have
acquired common stock of the Issuer. The names and I.R.S.
identification numbers of the reporting persons can be found
on pages 3 and 4 of this Schedule.
S.S. or I.R.S. Identification Nos. of Above Persons
2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) / /
3) SEC Use Only__________________________________________
4) Source of Funds (See Instructions)
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6) Citizenship or Place of Organization
Number of (7) Sole Voting Power
Shares Bene-
ficially
Owned by (8) Shared Voting Power
Each Report-
ing Person (9) Sole Dispositive Power
With
(10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11)
14) Type of Reporting Person (See Instructions)
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<PAGE>
CUSIP No 458 44L 108
1) Names of Reporting Persons: SCANA Corporation
S.S. or I.R.S. Identification Nos. of Above Persons
57-0784499
2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) / /
3) SEC Use Only_________________________________________
4) Source of Funds (See Instructions)
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6) Citizenship or Place of Organization
Number of (7) Sole Voting Power
Shares Bene-
ficially
Owned by (8) Shared Voting Power
Each Report-
ing Person (9) Sole Dispositive Power
With
(10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11)
14) Type of Reporting Person (See Instructions)
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<PAGE)
CUSIP No 458 44L 108
1) Names of Reporting Persons: SCANA Communications, Inc.,
successor by reason of name change to MPX Systems, Inc.
S.S. or I.R.S. Identification Nos. of Above Persons
57-0784501
2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) / /
(b) / /
3) SEC Use Only __________________________________________
4) Source of Funds (See Instructions)
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6) Citizenship or Place of Organization
Number of (7) Sole Voting Power
Shares Bene-
ficially
Owned by (8) Shared Voting Power
Each Report-
ing Person (9) Sole Dispositive Power
With
(10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11)
14) Type of Reporting Person (See Instructions)
4
<PAGE>
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D dated March 26, 1996 filed with the Securities and
Exchange Commission on March 27, 1996 by (i) the group comprising
SCANA Corporation ("SCANA") and MPX Systems, Inc., since renamed
SCANA Communications, Inc. ("SCI"), both South Carolina
corporations (collectively, the "Group"), (ii) SCANA and (iii) SCI.
Capitalized terms used herein without definition have the same
meaning as those ascribed to them in the initial filing, except
that textual references to MPX Systems, Inc. or MPX in the initial
filing shall hereafter be deemed to be references to SCI.
Item 2. Security and Issuer.
On May 2, 1996 the corporate name of MPX Systems, Inc. was
changed to SCANA Communications, Inc.
Item 4. Purpose of Transaction.
As previously reported, SCI and InterCel, Inc. ("InterCel")
entered into a Stock Purchase Agreement dated as of March 4, 1996
(the "SCI Agreement") pursuant to which SCI agreed to acquire
100,000 shares of Series B Convertible Preferred Stock, par value
$.01 per share (the "Series B Convertible Preferred Stock"), of
InterCel for $75 million. In addition, pursuant to a Stock
Purchase Agreement dated as of March 4, 1996 (the "Ericsson
Agreement") between Intercel and Ericsson Inc. ("Ericcson"),
InterCel agreed to issue to Ericsson 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share (the "Series
A Convertible Preferred Stock"), of InterCel for $75 million.
The Ericsson Agreement and the SCI Agreement were entered into
by InterCel to provide a portion of the funds required by InterCel
to purchase, pursuant to an Asset Purchase Agreement (the "Atlanta
MTA Agreement") among GTE Mobilenet Incorporated ("GTE"), InterCel
Atlanta Licenses, Inc., a wholly owned subsidiary of InterCel, and
InterCel, the license granted by the FCC to provide PCS utilizing
1.8 Ghz in the Atlanta MTA (the "Atlanta License") as summarized in
the initial filing.
The closing of the transactions contemplated by the SCI
Agreement, the Ericsson Agreement and the Atlanta MTA Agreement
were effected on June 28, 1996 substantially in accordance with the
terms of the respective agreements. SCANA financed the purchase of
the Series B Convertible Preferred Stock through short-term
borrowings, of which approximately $21 million was outstanding on
June 28, 1996, and from internally generated funds.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
July 5, 1996
(Date)
SCANA Corporation
By s/William B. Timmerman
(Signature)
William B. Timmerman, President
(Name/Title)
July 5, 1996
(Date)
MPX Systems, Inc.
By s/William B. Timmerman
(Signature)
William B. Timmerman, President
(Name/Title)
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AGREEMENT REQUIRED BY
RULE 13d-1(f)
Each of the undersigned agrees that this Amendment No. 1 to
Schedule 13D is being filed on behalf of each of them.
SCANA CORPORATION
By: s/William B. Timmerman
Its: President
Date: July 5, 1996
MPX SYSTEMS, INC.
By: s/William B. Timmerman
Its: President
Date: July 5, 1996
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