SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SCANA CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
NOTICE OF 1996 ANNUAL MEETING PROXY STATEMENT
SCANA
SCANA Corporation Lawrence M. Gressette, Jr.
Columbia, SC 29218 Chairman and Chief Executive Officer
MARCH 15, 1996
To the Stockholders of SCANA Corporation:
We extend to you a cordial invitation to attend the 1996 Annual Meeting of
Stockholders to be held on Thursday, April 25, 1996, at 10:00 A.M., Eastern
Daylight Time. The meeting will be held in the second floor ballroom of The
Hibernian Society Hall, 105 Meeting Street, Charleston, South Carolina. Parking
is available in the county parking garage behind Hibernian Hall at the corner of
King Street and Queen Street or the city garage at 30 Cumberland Street
approximately two blocks north of Hibernian Hall. To receive free parking,
please note on your parking ticket that you attended SCANA Corporation's Annual
Meeting of Stockholders. 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 1995 Annual Meeting of Stockholders, 89.56% 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 1996 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 and
Chief Executive Officer
1
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 15, 1996
To the Stockholders:
The Annual Meeting of Stockholders of SCANA Corporation (the "Company")
will be held on Thursday, April 25, 1996, at 10:00 A.M., Eastern Daylight Time,
in the second floor ballroom of The Hibernian Society Hall, 105 Meeting Street,
Charleston, South Carolina. The matters to be considered and acted on by the
stockholders at this meeting are as follows:
1. The election of four Class III Directors;
2. The appointment of independent public accountants to audit the
books of the Company for the year ending December 31, 1996; 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 8, 1996 are entitled to notice of and to vote
at the meeting or any adjournment thereof.
By Order of the Board of Directors
s/Lynn M. Williams
Lynn M. Williams
Secretary
2
<PAGE>
SCANA CORPORATION
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 25, 1996
Approximate date of first mailing to stockholders: March 15, 1996
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 25, 1996 and at any adjournment thereof with respect
to the matters referred to in the accompanying notice.
The Company's Annual Report to Stockholders for 1995 is being mailed along
with this Proxy Statement to each stockholder of record as of March 8,
1996.
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 8, 1996 are entitled to
notice of and to vote at the meeting or any adjournment thereof. At such
record date, the Company had 104,288,456 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 SCANA Corporation Investor Plus Plan
("Investor Plus") or the Company's 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 Investor Plus or Savings Plan
account. All such shares will be voted in accordance with the instructions on
the proxy card.
3
<PAGE>
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 number of Class
III directors has been set by the Board of Directors at four. The terms of the
four Class III Directors presently in office will expire at the 1996 Annual
Meeting of Stockholders. The terms of Class I and Class II Directors will
expire at the Annual Meeting of Stockholders in 1997 and 1998, respectively.
All four of the Class III Directors presently in office were elected at the 1993
Annual Meeting of Stockholders. The terms of the Class III Directors elected at
this meeting will expire at the Annual Meeting of Stockholders in 1999.
The accompanying proxy, unless you specify otherwise thereon, will be voted
for the election to the Board of Directors of the four nominees for Class III
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.
Each holder of Common Stock of record at the close of business on March 8,
1996 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 four individuals who receive the
largest number of votes cast will be elected as directors. A vote indicated as
withheld from a nominee will not be cast for such nominee but will be counted in
determining the presence of a quorum.
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.
4
<PAGE>
NOMINEES FOR CLASS III DIRECTORS
TERMS EXPIRING 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
52, 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 66, 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.
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 63, has been a director
of the Company since 1988. For more than one year prior to January 1, 1992, Mr.
Chapman served as Vice Chairman and a director of C&S/Sovran Corporation of
Atlanta, Georgia. 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 and Chief Executive Officer of the
Company and all of its subsidiaries. He has held these positions since
February 1, 1990. Mr. Gressette, age 64, has been a director of the Company
since 1987. From September 1, 1985 to December 13, 1995, he served as President
of the Company. In addition, he serves as a director of The Liberty
Corporation, Wachovia Corporation and InterCel, Inc. Mr. Gressette 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.
5
<PAGE>
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 two
years prior to January 1, 1993, he served as President and a director of William
M. Bird and Company, Inc. Mr. Hagood, age 68, 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 53, has been a
director of the Company since 1991.
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 67, has been a
director of the Company since 1983 and also serves as a director of Suntrust
Banks, Inc. 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 President of the Company and has held this position since
December 13, 1995. From May 1, 1994 to December 13, 1995, he was Executive Vice
President of the Company as well as Chief Financial Officer and Controller. 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. Mr. Timmerman,
age 49, has been a director of the Company since 1991 and also serves as a
director of InterCel, Inc.
E. Craig Wall, Jr.
Mr. Wall is President and a director of Canal Industries, a forest products
industry company headquartered in Conway, South Carolina, and has held these
positions for more than five years. Mr. Wall, age 58, has been a director of
the Company since 1982 and also serves as a director of Sonoco Products Company,
Ruddick Corporation, NationsBank Corporation and Blue Cross And 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.
6
<PAGE>
CLASS II CONTINUING DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 1998
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 54, 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 68, has been a director of the Company since 1986 and
also serves as a director for Phillips Petroleum Company, IMO Industries, Inc.,
General Engineering Laboratories, WMX Technologies, Inc., GS Industries, Inc.
and National Data Corporation. He is Chairman of the Nuclear Oversight
Committee, and a member of the Executive and the Long-Term Compensation
Committees.
Elaine T. Freeman
Mrs. Freeman is the Executive Director of ETV Endowment of South Carolina,
Inc., a non-profit organization located in Spartanburg, South Carolina, and has
held this position for more than five years. Mrs. Freeman, age 60, 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 56, 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 Audit Committee and the Long-Term
Compensation Committee.
7
<PAGE>
CLASS II CONTINUING DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 1998
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 66, 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 65, has been a director of the Company since 1967. He is a member of the
Management Development and Corporate Performance Committee, the Nuclear
Oversight Committee and the Long-Term Compensation Committee.
8
<PAGE>
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 8, 1996 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 2,486 W. Hayne Hipp 2,800
W. B. Bookhart, Jr. 15,761 B. D. Kenyon 18,883
W. T. Cassels, Jr. 2,000 F. C. McMaster 5,630
H. M. Chapman 6,000 C. B. Novinger 4,367
Max Earwood 68,921 Henry Ponder 12,381
J. B. Edwards 4,665 J. B. Rhodes 7,780
E. T. Freeman 4,220 W. B. Timmerman 36,459
L. M. Gressette, Jr. 47,493 E. C. Wall, Jr. 14,000
B. A. Hagood 2,370
All directors and executive officers as a group (21 persons) TOTAL 280,358
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 and Address Amount and Nature
of Beneficial of Beneficial Percent of
Owner Ownership Class
First Union National Bank of
South Carolina ("First Union")2
Post Office Box 1329
Greenville, South Carolina 29602 8,328,441 8.0%
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404 6,474,360 6.3%
The share ownership indicated above for First Union National Bank and
Franklin Resources, Inc. is based on Forms 13G, both dated February 12, 1996,
filed with the Securities and Exchange Commission, copies of which were sent to
the Company. Except as set forth above, to the Company's knowledge as of
March 8, 1996 no person owned beneficially 5% or more of the Company's Common
Stock.
_____________________
1 Includes shares owned by close relatives, the beneficial ownership
of which is disclaimed by the director or nominee, as follows:
Mr. Amick - 480; Mr. Bookhart - 4,498; Mr. Gressette - 1,060;
Mr. Hagood - 334; Mr. McMaster - 2,000; and Mrs. Novinger - 2.
Includes shares purchased through December 31, 1995, 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.
9
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS
Meetings of the Board of Directors and Standing Committees
During 1995, the Board of Directors of the Company held seven meetings. In
addition, directors attended meetings of standing committees of which they were
members. Each director attended at least 75% of the aggregate of eetings of the
Board of Directors and meetings of the committees on which he or she served
which were held during 1995.
Executive Committee. The Executive Committee held five meetings during
1995. 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 (1)
provides counsel to the Chief Executive Officer; (2) reviews management's long
range strategic plans, goals and objectives; (3) reviews budgets, financial
plans, plans for debt financing and the financing of acquisitions, investments
and capital expenditures of a major nature; (4) reviews and recommends actions
relating to dividends; (5) monitors advertising and philanthropic activities;
and (6) recommends levels of expenditure to the Board. 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 five meetings during
1995. 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
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 the Company's active operating
performance; (8) reviews the Company's performance in regard to well-being of
employees, including safety, health and equality of treatment; (9) reviews
outside relationships, including those with governments, other businesses and
the community; and (10) 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 1995. 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 1995. 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.
Audit Committee. The Audit Committee held four meetings during 1995. The
Audit Committee (1) meets periodically 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; (2) reviews the
Company's financial statements before submission to the Board for approval prior
to dissemination to stockholders, the public or regulating agencies; (3)
recommends to the Board (for appointment by the Board and ratification by the
stockholders) independent public accountants to be used by the Company; and (4)
maintains responsibility for the Company's Compliance Program.
Nuclear Oversight Committee. The Nuclear Oversight Committee held three
meetings in 1995. This committee (1) monitors the Company's nuclear operations;
(2) meets periodically with Company management to discuss and evaluate the
Company's nuclear operations, including regulatory matters, operating results,
training and other related topics; (3) participates in an annual meeting to
review overall past performance and future plans for nuclear operations; (4)
tours the plant and training facilities at least once a year; (5) on a periodic
basis reviews with the Institute of Nuclear Power Operations that organization's
appraisal of the Company's nuclear operations; and (6) periodically presents an
independent report to the Board of Directors on the status of the Company's
nuclear operations.
10
<PAGE>
Compensation of Directors
Fees. During 1995, 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
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 1995 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 1995. Mr.
Cassels became a participant in January 1994 and Mr. Rhodes in July 1987, and
interest credited to their deferral accounts during 1995 was $3,591.94 and
$19,557.86, 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, no officer, employee or former officer of the Company or any
of its subsidiaries served as a member of the Long-Term Compensation Committee
or the Performance Committee, except Mr. Gressette who served as a member of the
Performance Committee. Although Mr. Gressette was an ex-officio, nonvoting
member of the Performance Committee during 1995, he did not participate in any
of its deliberations concerning executive officer compensation.
Since January 1, 1995, the Company has engaged in business transactions
with entities with which Mr. Chapman (Chairman of both the Performance
Committee and the Long-Term Compensation Committee) and Mr. McMaster (a member
of the Long-Term Compensation Committee) are executive officers.
Mr. Chapman is Chairman of NationsBank South, a division of NationsBank
Corporation. Since January 1, 1995, 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. The amount paid during 1995 by the Company and its subsidiaries
to NationsBank Corporation affiliates on account of such transactions was
$3,339,270. In addition, during 1995 a NationsBank Corporation affiliate and a
Company subsidiary have engaged in options and futures transactions and forward
contracts relating to forecasted natural gas production. The amount paid during
1995 by the Company subsidiary to NationsBank Corporation affiliates on account
of such transactions was $3,324,905. It is anticipated that such transactions
as described above will continue in the future.
Mr. McMaster is the President and Manager of Winnsboro Petroleum Company.
Purchases from Winnsboro Petroleum Company totaling $71,413 for fuel oil and
gasoline were made during 1995 by the Company and its subsidiaries. It is
anticipated that such purchases will continue in the future.
During 1995, there existed one executive officer-director interlock where
an executive officer of SCANA Corporation served as a director of another
company that had an executive officer serving on one of the SCANA Board of
Directors' committees which deals with compensation matters. Mr. Gressette,
Chairman of the Board and Chief Executive Officer of the Company, served as a
director of The Liberty Corporation. Mr. Hipp, President and Chief Executive
Officer of The Liberty Corporation, served as a member of the Company's Long-
Term Compensation Committee, as do all other non-employee directors, in
accordance with the provisions of the Performance Share Plan.
11
<PAGE>
EXECUTIVE COMPENSATION
The following table contains information with respect to compensation paid
or accrued during the years 1995, 1994 and 1993 to the Chief Executive Officer
of the Company and to each of the other four most highly compensated executive
officers of the Company during 1995 who were serving as executive officers of
the Company at the end of 1995.
SUMMARY COMPENSATION TABLE
Name and Principal Year Annual Compensation Long-Term
Position Compensation
(1) (2)
Salary Bonus Other Payouts
($) ($) Annual
Compen-
sation
($) (3) (4)
LTIP All Other
Payouts Compensa-
($) tion ($)
L. M. Gressette, Jr. 1995 449,246(5) 197,500 65,779 390,156 26,955
Chairman of the 1994 416,609 0 2,255 173,375 24,996
Board, Chief 1993 383,557 186,615 61,699 266,007 23,013
Executive Officer
and Director - SCANA
Corporation and all
company subsidiaries
B. D. Kenyon 1995 3l8,542 104,353 7,107 172,240 19,113
President and Chief 1994 313,581 96,768 2,649 81,619 18,815
Operating Officer - 1993 297,760 99,090 4,201 125,792 17,866
South Carolina Electric
and Gas Company
Director - SCANA
Corporation
W. B. Timmerman 1995 254,214 101,588 987 150,353 15,127
President and 1994 235,099 19,725 1,323 70,751 14,106
Director - 1993 220,752 95,738 2,828 109,768 13,245
SCANA Corporation
Max Earwood 1995 245,228 101,588 2,723 150,353 24,489
Vice Chairman - 1994 234,897 65,750 794 56,747 13,822
South Carolina 1993 214,686 95,738 689 87,334 13,135
Pipeline Corporation
Cathy B. Novinger 1995 172,929 61,350 205 76,128 5,694
Senior Vice President 1994 162,597 9,978 1,786 38,249 6,504
Administration, 1993 154,623 48,450 2,410 58,489 6,194
Governmental and Public
Affairs -- SCANA Corporation
______________
(1) Payments under the annual Performance Incentive Plan described
hereafter.
(2) Other annual compensation consists of (i) for Mr. Gressette,
perquisites including compensation related to whole
life insurance premiums for 1995 in the amount of $54,642,
(ii) for Mr. Kenyon, a lump sum payment in lieu of a base salary
increase in 1995 and (iii) for all named executive officers,
payments to cover taxes on benefits.
(3) Payments under the long-term Performance Share Plan described
hereafter.
(4) All other compensation consists solely of Company contributions
to defined contribution plans based on the funding formula
applicable to all employees of the Company.
(5) Reflects actual salary paid in 1995. Base salary of $460,000, as
referenced on page 15, became effective in May of 1995.
12
<PAGE>
LONG-TERM INCENTIVE PLAN AWARD OPPORTUNITIES
The following table shows the target awards made in 1995 for potential
payment in 1998 under the long-term Performance Share Plan, and estimated
future payouts under that plan at threshold, target and maximum levels for the
named executive officers.
LONG-TERM INCENTIVE PLANS - AWARDS
IN LAST FISCAL YEAR
TARGET AWARDS FOR 1995 TO BE PAID IN 1998
Number of Performance Estimated Future Payouts Under
Shares, or Other Non-Stock Price-Based Plans
Units or Period Until
Other Maturation
Name Rights (#) or Payout
Threshold Target Maximum
($ or #) ($ or #) ($ or #)
L. M. Gressette, Jr. 6,023 1995-1997 2,409 6,023 9,035
W. B. Timmerman 3,220 1995-1997 1,288 3,220 4,830
B. D. Kenyon 3,700 1995-1997 1,480 3,700 5,550
Max Earwood 3,220 1995-1997 1,288 3,220 4,830
C. B. Novinger 1,940 1995-1997 776 1,940 2,910
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 threshold payouts at the 33rd percentile of three-year
performance. Target payouts will be made at the 50th percentile of three-year
performance. Maximum payouts will be made when SCANA's TSR is at or above the
75th percentile of the peer group. Payments will be made on a sliding scale
for performance between threshold and target and target and maximum. No
payouts will be earned if performance is in the bottom one-third of the peer
group. Mr. Gressette's award for the 1995-1997 performance period was
prorated to reflect his retirement in February 1997. Awards are denominated
in shares of SCANA Common Stock and may be paid in either stock or cash or a
combination of the two.
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
Internal Revenue Code ("IRC") maximum benefit limitations.
The following table illustrates the estimated maximum annual benefits
payable upon retirement at normal retirement date under the Retirement Plan
and the SERPs.
Pension Plan Table
Final Service Years
Average Pay 15 20 25 30 35
$150,000 42,311 56,415 70,519 84,623 87,476
200,000 57,311 76,415 95,519 114,623 118,726
250,000 72,311 96,415 120,519 144,623 149,976
300,000 87,311 116,415 145,519 174,623 181,226
350,000 102,311 136,415 170,519 204,623 212,476
400,000 117,311 156,415 195,519 234,623 243,726
450,000 132,311 176,415 220,519 264,623 274,976
500,000 147,311 196,415 245,519 294,623 306,226
550,000 162,311 216,415 270,519 324,623 337,476
600,000 177,311 236,415 295,519 354,623 368,726
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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. As of December 31, 1995, Messrs. Gressette,
Kenyon, Timmerman and Earwood and Mrs. Novinger had credited service under the
Retirement Plan (or its equivalent under the SERP) of 33, 22, 17, 38 and 25
years, respectively. 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, 1996 and are not subject to any deduction for Social Security or
other offset amounts.
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 - $113,790; Mr. Kenyon -
$122,658; Mr. Timmerman - $129,942; Mr. Earwood - $62,117; and Mrs. Novinger -
$86,091.
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.
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.
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 17 shall not be
incorporated by reference into any such filings.
14
<PAGE>
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
1995 to the Company's Chief Executive Officer.
Elements of the Program
Executive compensation consists primarily 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 annually based
on a comparison to the market which consists of utilities of varying sizes in
varying geographic locations (both in adjacent states as well as throughout
the United States) and smaller telecommunications companies. Results are
adjusted through regression analysis to account for differences in company
size. Approximately 75% of the "market" companies are included in the
Performance Share Plan Peer Group ("PSP Peer Group") shown in the Performance
Graph on page 17. The Company believes that its most direct competitors for
executive talent are not necessarily all the companies included in the PSP
Peer Group.
For 1995, compensation levels for all components of executive
compensation were targeted at slightly below the market median. At the end of
1995, these Committees adopted a philosophy of moving targets to competitive
levels (market median) over the next several years. The Committees believe
this is necessary with the increasingly competitive nature of the utility
industry in order to attract and retain a highly competent executive team.
The following paragraphs describe in more detail each element of the
Company's compensation program for executive officers. In determining each
component of compensation, all elements of the compensation package, including
severance plans, insurance and other benefits, are considered.
Base Salaries
Executive salaries 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 changes
in market pay practices. For 1995, base salaries for officers were targeted
at slightly below the median of the market comparator group described above.
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.
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 level of the preestablished goals achieved. Award payouts may
increase to a maximum of 1.5 times target, if performance exceeds the goals
established. Award payouts may decrease, generally to a minimum of one-half
the target-level awards, if 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.
Specific performance measures and their weights vary from year to year.
15
<PAGE>
For 1995, the specific measures in each plan, and their weightings, for
the officers included in the Summary Compensation Table on page 10 are
described below. The relationship of performance to payouts for the officers
in each plan also is discussed.
1995 awards for officers of SCANA, other than Mr. Gressette,
were based on three performance categories. One-third of the
total 1995 award was based on SCANA earnings per share ("EPS")
goals, a numerically measurable target. An additional
one-third was tied to the achievement of numerically measurable
goals in the SCANA employee plan, which related to cost
reduction, wellness and employee training. The remaining
one-third was tied to the achievement of individual performance
goals and is subjectively assessed and is awarded on a
discretionary basis. For 1995, SCANA's EPS and the SCANA
employee plan results were above the goals established and
resulted in maximum level payouts. Individual performance
for corporate officers was also determined to be sufficient to
result in maximum level payouts.
1995 awards for officers of South Carolina Electric & Gas Company
("SCE&G") were based on five performance categories: SCE&G EPS,
corporate SCE&G goals, officer initiatives, Strategic Business
Unit ("SBU") goals (i.e., activities that focus on improvements in
various areas including existing operating procedures, quality of
service and product and human resources matters) and individual
leadership contributions. The corporate and SBU goals and officer
initiatives consist of numerically measurable targets related to
reduction or containment of operating and maintenance costs,
revenue growth, meeting or exceeding budgets, improvement of
employee safety, energy production efficiency, customer
satisfaction and service reliability. Individual leadership is
based on subjective leadership assessments, peer evaluations,
supervisors' evaluations and success in meeting individual
leadership agendas. The weighting of the individual components
for 1995 was: EPS 34%, corporate goals 13%, officer initiatives
23%, SBU goals 17% and leadership 13%. For 1995, EPS, corporate
goals and officer initiatives resulted in payouts of 31%, 10% and
22%, respectively. Results in the SBU goals and leadership
categories varied for each officer. Results for all categories
resulted in payouts ranging from 76% to 91% of the maximum award.
Awards under the plan for South Carolina Pipeline Corporation
("SCPC") officers for 1995 were based on (1) SCPC revenues and
(2) operating and maintenance cost reduction. Each of the measures
was weighted equally. For 1995, SCPC exceeded the goals for both
measures. Payouts thus were made at the maximum level 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 94 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 annually based primarily on their salary
level. In determining award sizes, levels of responsibilities and competitive
practices also are considered. Awards under this plan 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 above the 50th percentile of the peer group. 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 threshold payouts of 0.4 times target at the 33rd percentile
of three-year performance. Target payouts will be made 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 1993 through 1995, SCANA's TSR was at the
98th percentile of the PSP Peer Group. This resulted in payouts in February
1996 at 150% of target shares awarded paid in a combination of stock and cash.
16
<PAGE>
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 three
elements of executive compensation are intended 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, as well as to attract and retain highly qualified executives.
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. Performance-based compensation is excludable for purposes of
calculating the amount of deductible compensation; therefore, all amounts paid
by the Company in 1995 to the named executive officers will be fully
deductible by the Company. These Committees have carefully considered the
impact of this tax code provision on the current executive compensation
program and 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 Chief Executive Officer in 1995
In 1995, the compensation of the Company's Chief Executive Officer,
Mr. Gressette, consisted of the following:
Base salary of $460,000 which was derived by reference to executive
pay for the market comparator group as described above. This
amount approximates the median base salary for the market.
Mr. Gressette's salary increase of $32,900 from 1994 to 1995 was
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 1995, Mr. Gressette's annual Performance Incentive
Plan target award was 30% of the salary level for his position.
Mr. Gressette's 1995 award was based on two factors: SCANA's EPS
and the Committee's subjective assessment of his individual
performance with neither factor being weighted more than the other.
Performance in both factors resulted in the maximum payout for
Mr. Gressette.
In 1995, Mr. Gressette's long-term Performance Share Plan target
award for the period 1995 through 1997 was set at 40% of the
salary level for his position. This resulted in a target award
of 8,340 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 1993-1995 performance period were at the 98th
percentile ranking, resulting in award payouts at 150% of
target. Therefore, Mr. Gressette received a payout equal to
150% of the 8,200 performance shares granted to him in 1993 which
equaled 12,300 shares. The award was paid in shares except to
the extent of withholdings.
The 1995 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.
Henry Ponder W. T. Cassels, Jr.
J. B. Rhodes J. B. Edwards
E. C. Wall, Jr. E. T. Freeman
B. A. Hagood
W. Hayne Hipp
F. C. McMaster
Henry Ponder
J. B. Rhodes
E. C. Wall, Jr.
17
<PAGE>
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 94 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. Detroit Edison Co. adopted a holding company structure and changed
its name to DTE Energy Company. Iowa-Illinois Gas and Electric merged with
Midwest Resources to form MidAmerican Energy Company. Pennsylvania Power and
Light adopted a holding company structure and changed its name to PP&L
Resources, Inc. Southern Indiana Gas and Electric adopted a holding company
structure and changed its name to SIGCORP, Inc. The PSP Peer Group 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:
Allegheny Power System, Inc. MidAmerican Energy Co.
American Electric Power Co., Inc. Minnesota Power & Light Co.
Atlantic Energy, Inc. Montana Power Co.
Baltimore Gas & Electric Co. Nevada Power Co.
Bangor Hydro-Electric Co. New England Electric System
Black Hills Corp. New York State Electric & Gas Corp.
Boston Edison Co. Niagara Mohawk Power Corp.
Carolina Power & Light Co. NIPSCO Industries, Inc.
Centerior Energy Corp. Northeast Utilities
Central Hudson Gas & Electric Corp. Northern States Power Co.
Central Louisiana Electric Co., Inc. Northwestern Public Service Co.
Central Maine Power Co. Ohio Edison Co.
Central Vermont Public Service Corp. Oklahoma Gas & Electric Co.
Central & South West Corp. Orange & Rockland Utilities, Inc.
Cilcorp, Inc. Otter Tail Power Co.
CINergy Corp. Pacific Gas & Electric Co.
CIPSCO, Inc. Pacificorp
Citizens Utilities Co. PECO Energy Corp.
CMS Energy Corp. PP&L Resources, Inc.
Commonwealth Energy System Pinnacle West Capital Corp.
Consolidated Edison Co. of NY, Inc. Portland General Corp.
Delmarva Power & Light Co. Potomac Electric Power Co.
Dominion Resources, Inc. Public Service Co. of New Mexico
DPL, Inc. Public Service Co. of Colorado
DQE, Inc. Public Service Enterprise Group, Inc.
DTE Energy Co. Puget Sound Power & Light Co.
Duke Power Co. Rochester Gas & Electric Co.
Eastern Utilities Associates San Diego Gas & Electric Co.
El Paso Electric Co. SCEcorp, Inc.
Empire District Electric Co. Sierra Pacific Resources
Entergy Corp. SIGCORP, Inc.
Florida Progress Corp. Southern Company
FPL Group, Inc. Southwestern Public Service Co.
General Public Utilities Corp. TECO Energy, Inc.
Green Mountain Power Corp. Texas Utilities Co.
Hawaiian Electric Industries, Inc. TNP Enterprises, Inc.
Houston Industries, Inc. Tucson Electric Power Co.
Idaho Power Co. Unicom Corp.
IES Industries, Inc. Union Electric Co.
Illinova Corp. United Illuminating Co.
Interstate Power Co. UNITIL Corp.
IPALCO Enterprises, Inc. Utilicorp United, Inc.
Kansas City Power & Light Co. Washington Water Power Co.
KU Energy Corp. Western Resources, Inc.
LG&E Energy Corp. Wisconsin Energy Corp.
Long Island Lighting Co. WPL Holding, Inc.
Madison Gas & Electric Co. WPS Resources Corp.
18
<PAGE>
SCANA Corporation
Comparison of Five Year Cumulative Total Return*
SCANA Corporation, Performance Share Plan Peer Group, S&P Utilities
and S&P 500
1/1/91 1/1/92 1/1/93 1/1/94 1/1/95 1/1/96
($) ($) ($) ($) ($) ($)
SCANA Corp. 100 136 133 173 156 226
Peer Group 100 130 139 155 136 178
S&P Utilities 100 115 124 142 130 185
S&P 500 100 130 140 154 156 215
Assumes $100 invested on January 1, 1991, in SCANA Corporation common stock,
PSP Peer Group and S&P Indexes.
* Total return assumes reinvestment of dividends.
19
<PAGE>
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, 1996. 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.
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 at the meeting vote in favor of the
appointment. Abstentions will be counted in determining the presence of a
quorum. Consequently, in determining whether the appointment of the
independent public accountants is approved, an abstention will have the same
effect 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 and
amendments thereto they file.
Based solely on a review of the copies of such forms and amendments
furnished to the Company and written representations from the executive
officers and directors, the Company believes that during 1995 all Section
16(a) filing requirements applicable to its executive officers, directors and
greater than 10% beneficial owners were complied with except that one report
covering one transaction was filed late by Elaine T. Freeman.
SUBMISSION DATE FOR STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
In order to be presented at the Company's 1997 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 Friday,
November 15, 1996.
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.
20
<PAGE>
The cost of soliciting proxies relating to the Annual Meeting will be
borne by the Company. Directors, officers and 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
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/Lynn M. Williams
Lynn M. Williams
Secretary
MARCH 15, 1996
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW.
21
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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 25, 1996 and at any
adjournment thereof, as instructed on the reverse hereof and in their
discretion upon all other matters 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 2).
2. To approve the appointment of Deloitte & Touche LLP as independent
accountants for the Company (Proxy Statement page 18).
22
<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 III Nominees |___| |___| |___|
Listed Below - Term Expires 1999
Bill L. Amick, William T. Cassels, Jr., Hugh M. Chapman,
Lawrence M. Gressette, Jr.
* 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 ___________________, 1996
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.
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