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Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TO
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0784499
(I.R.S. employer identification number)
1426 Main Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip code)
Nonemployee Director Stock Plan
(Full title of the plan)
H. T. Arthur
Vice President and General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 376-8547
(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair Law Firm, P. A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share(2) price(2) fee(2)
Common Stock,
no par value 100,000 shares 26 1/8 $2,612,500 $792
(1) Estimated pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for the Common Stock of SCANA Corporation (the "Company") as
reported on the New York Stock Exchange, Inc. Composite
Transactions Reporting System on December 27, 1996.
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Part II
Item 3. Incorporation Of Documents By Reference
This Registration Statement on Form S-8 hereby incorporates
the following documents which are not presented herein:
1) SCANA Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995, as amended.
2) SCANA Corporation's Quarterly Reports on Form 10-Q
for the periods ended March 31, 1996, June 30, 1996
and September 30, 1996.
3) Description of Common Stock of SCANA Corporation as set
forth in the Registration Statement for Common Stock of
SCANA Corporation under the Exchange Act on Form 8-B
dated November 6, 1984, as amended May 26, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At December 15, 1996, H. T. Arthur, who is Vice President,
General Counsel and Assistant Secretary, and a full-time employee
of the Company, owned beneficially 3,700.482 shares of SCANA
Corporation Common Stock. The shares held by Mr. Arthur include
shares acquired by the Trustee under the Company's Stock
Purchase-Savings Plan by use of contributions made by Mr. Arthur
and earnings thereon, and shares purchased by the Trustee by use
of SCANA Corporation contributions and earnings thereon.
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Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits,
and the Registrant's By-Laws require, indemnification of the
Registrant's directors and officers in a variety of
circumstances, which may include indemnification for liabilities
under the Securities Act. Under Sections 33-8-510, 33-8-550 and
33-8-560 of the South Carolina Business Corporation Act of 1988,
a South Carolina corporation is authorized generally to indemnify
its directors and officers in civil or criminal actions if they
acted in good faith and reasonably believed their conduct to be
in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Registrant's By-Laws require
indemnification of directors and officers with respect to
expenses actually and necessarily incurred by them in connection
with the defense or settlement of any action, suit or proceeding
in which they are made parties by reason of having been a
director or officer, except in relation to matters as to which
they shall be adjudged to be liable for willful misconduct in the
performance of duty and to such matters as shall be settled by
agreement predicated on the existence of such liability. In
addition, the Registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act of 1933. As permitted by
Section 33-2-102 of the South Carolina Business Corporation Act
of 1988, the Registrant's Restated Articles of Incorporation
provide that no director of the corporation shall be liable to
the corporation or its shareholders for monetary damages for
breach of his fiduciary duty as a director occurring after April
26, 1989, except for (i) any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) acts or
omissions not in good faith or which involve gross negligence,
intentional misconduct or a knowing violation of law, (iii)
certain unlawful distributions, or (iv) any transaction from
which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration
Statement are listed in the Exhibit Index immediately following
the signature page. Certain of such exhibits which have
heretofore been filed with the Securities and Exchange Commission
and which are designated by reference to their exhibit numbers in
prior filings are hereby incorporated herein by reference and
made a part hereof.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
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(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering; and
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State
of South Carolina, on this 30th day of December 1996.
(REGISTRANT) SCANA Corporation
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of the
Board, Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of the
Board, Chief Executive Officer and
Director
Date: December 30, 1996
(ii) Principal financial and accounting officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Vice-President-Finance
Chief Financial Officer and
Controller
Date: December 30, 1996
(iii) Other Directors:
* B. L. Amick, W. B. Bookhart, Jr., W. T. Cassels, Jr., Hugh M.
Chapman, James B. Edwards, E. T. Freeman, B. A. Hagood, W. Hayne Hipp,
F. C. McMaster, H. Ponder, J. B. Rhodes, E. C. Wall, Jr.
* Signed on behalf of each of these persons:
s/K. B. Marsh
K. B. Marsh
(Attorney-in-Fact)
December 30, 1996
Directors who did not sign:
None
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EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
4. Instruments Defining the Rights of Security
Holders, Including Indentures
4.1 Restated Articles of Incorporation of SCANA
Corporation as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement No.
33-49145)........................................... #
4.2 Copy of By-Laws of SCANA Corporation as revised
and amended on June 18, 1996 (Exhibit 4B to
Registration Statement No. 333-18149)............... #
4.3 Copy of SCANA Corporation Nonemployee Director Stock
Plan effective January 1, 1997 (Filed herewith)..... 8
5. Opinion Re Legality (Filed herewith)..................... 14
15. Letter Re Unaudited Interim Financial Information
Not applicable
23. Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith).... 15
(b) Consent of H. T. Arthur (Included in his opinion
in Exhibit 5)
24. Power of Attorney (Filed herewith)....................... 16
99. Additional Exhibits
Not applicable
# Incorporated herein by reference as indicated.
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Exhibit 4.3
SCANA CORPORATION
NONEMPLOYEE DIRECTOR STOCK PLAN
EFFECTIVE JANUARY 1, 1997
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SCANA CORPORATION
NONEMPLOYEE DIRECTOR STOCK PLAN
SCANA CORPORATION, a South Carolina Corporation (the
"Company"), hereby adopts the SCANA Corporation Nonemployee
Director Stock Plan (the "Plan").
Article 1. Establishment and Purpose
1.1 Establishment. Having been approved by the
Board of Directors of the Company at its August 21, 1996
meeting, the Plan shall become effective as of January 1,
1997 (the "Effective Date"), and shall remain in effect until
the expiration or termination of the Plan pursuant to Article
9 herein.
1.2 Purpose. The purpose of the Plan is to
promote the achievement of long-term objectives of the
Company by linking the personal interests of Eligible
Directors, as defined in Article 2(j) herein, to those of the
Company's shareholders and to attract and retain Eligible
Directors of outstanding competence by mandating that each
quarter 41% (plus a round-up amount in lieu of any fractional
share) of the Retainer Fees of each Participant as defined in
Article 2(n) herein, be paid in Company Stock. The Plan is
intended to conform to the provisions of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, or any
replacement rule in effect from time to time ("Rule 16b-3").
This Plan is a compensation plan pertaining only to said 41%
of each Participant's Retainer Fees, and is not a pension or
welfare benefit plan and is not a deferred compensation plan.
Article 2. Definitions. As used in the Plan, the
following terms have the meanings indicated:
(a) "Act" means the Securities Exchange Act of 1934,
as amended.
(b) "Award" means the award of Company Stock under
the Plan.
(c) "Award Date" means the first day of each quarter
of the calendar year.
(d) "Board of Directors" means the Board of
Directors of the Company.
(e) "Company" means SCANA Corporation, a South
Carolina corporation.
(f) "Company Stock" means the no par value common
stock of the Company. In the event of a change
in the capital structure of the Company (as
provided in Article 7), the shares resulting from
such a change shall be deemed to be Company Stock
within the meaning of the Plan.
(g) "Committee" means the Management Development and
Corporate Performance Committee of the Board of
Directors.
(h) "Director" means any individual who is a member
of the Board of Directors.
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(i) "Effective Date" means January 1, 1997.
(j) "Eligible Director" means a Director who, at the
Award Date, is not employed by the Company or by
any Subsidiary of the Company.
(k) "Fair Market Value" means (i) if the Company
Stock is original issue stock, the average of the
high and low sales prices of a share of the
Company Stock reported on the New York Stock
Exchange Composite Tape as published in The Wall
Street Journal for the trading date immediately
preceding the Award Date and (ii) if the Company
Stock is purchased by the Company on the open
market, the cost incurred by the Company to
purchase such Stock including but not limited to
brokerage commissions.
(l) "Internal Revenue Code" means the Internal
Revenue Code of 1986, as amended.
(m) "Investor Plan" means the SCANA Investor Plus
Plan.
(n) "Participant" means any Eligible Director
entitled to receive an Award under the Plan.
(o) "Plan" means the SCANA Corporation Nonemployee
Director Stock Plan.
(p) "Retainer Fees" means the amount of compensation
payable to each Participant with respect to
services rendered to the Company as a Director
during a Service Period. Such term does not
include fees for attending meetings of the Board
of Directors or committees of the Board of
Directors.
(q) "Rule 16b-3" means Rule 16b-3 of the Act, as
amended, or any replacement rule in effect from
time to time.
(r) "Service Period" means a calendar year.
(s) "Subsidiary" means an entity of which the Company
owns 50% or more of the total combined voting
power of all classes of stock.
Article 3. Eligibility. Only Eligible Directors shall
participate in the Plan.
Article 4. Share Awards.
4.1 As of each Award Date, each Participant will
receive in lieu of cash the smallest number of whole shares
of Company Stock which when multiplied by the Fair Market
Value would equal no less than 41% of the Participant's
Retainer Fees payable on such Award Date.
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4.2 At any time during the last calendar quarter of
each calendar year, each Participant may elect to have the
shares of Company Stock to be issued to him or her pursuant
to the Plan during the next Service Period registered in his
or her name. If a Participant does not make such an
election, all shares issued pursuant to the Plan during the
next Service Period will be deposited into an account in his
or her name in the Investor Plan. In the case of a
Participant elected during the calendar year, the Participant
may make the election to have the shares registered in his or
her name at any time between his or her election and the next
regularly scheduled Board of Directors' meeting. All cash
dividends paid on shares deposited into the Investor Plan
will be reinvested in additional shares of Company Stock
unless the participant notifies the Investor Plan in
accordance with the terms thereof that he or she does not
want to reinvest such dividends. During the last quarter of
1996, each Participant who is not then a participant in the
Investor Plan shall be provided with a copy of the current
Investor Plan Prospectus. During the last quarter of each
subsequent calendar year in which there is a change in the
Prospectus for the Investor Plan, all Participants who have
not been provided previously with a copy of such changed
Prospectus shall be provided with a copy of the then-current
Prospectus. In addition, each newly-elected Participant who
is not a participant in the Investor Plan shall be given an
Investor Plan Prospectus shortly after his or her election.
4.3 The shares of Company Stock shall be issued
promptly following the Award Date.
4.4 Company Stock shall automatically be awarded under
the Plan as described in Section 4.1 above. If at any time
there may not be sufficient shares available under the Plan
to permit automatic Awards as described above, the automatic
Awards shall be reduced pro rata (to zero, if necessary) so
as not to exceed the number of shares then available for
issuance under the Plan.
Article 5. Stock. Company Stock issued pursuant to
the Plan may be either original issue or stock purchased by the
Company on the open market. The Company has reserved an aggregate
of 100,000 shares of original issue Company Stock for issuance
pursuant to the Plan. The aggregate number is subject to
adjustment as provided in Article 7. In the event of a change in
the capital structure of the Company (as provided in Article 7),
the shares resulting from such change shall be deemed to be
Company Stock within the meaning of the Plan. The aggregate
number of shares of Company Stock reserved shall be reduced by the
issuance of shares under the Plan.
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Article 6. Issuance of Company Stock. The Company
shall not be required to issue or deliver any certificate for
shares of Company Stock before (i) such shares have been admitted
to listing on the New York Stock Exchange, (ii) the Company has
received any required registration or other qualification of such
shares under any state or federal law or regulation that the
Company's counsel shall determine is necessary or advisable and
(iii) the Company is satisfied that all applicable legal
requirements have been complied with. The Company may place on a
certificate representing Company Stock any legend deemed necessary
by the Company's counsel to comply with federal or state
securities laws. Until the Participant has been issued a
certificate for the shares of Company Stock acquired, the
Participant shall possess no shareholder rights with respect to
the shares.
Article 7. Effect of Stock Dividends and Other Changes
in Capital Structure. Appropriate adjustments shall be made
automatically to the number and kind of shares to be issued under
the Plan, and any other relevant provisions of the Plan if there
are any changes in the Company Stock by reason of a stock
dividend, stock split, combination of shares, spin-off,
reclassification, recapitalization, merger, consolidation or other
change in the Company's capital stock (including, but not limited
to, the creation or issuance to shareholders generally of rights,
options or warrants for the purchase of common stock or preferred
stock of the Company). If the adjustment would produce fractional
shares, the fractional shares shall be eliminated by rounding to
the nearest whole share. Any adjustments shall be made in a manner
consistent with Rule 16b-3. Any such adjustments shall neither
enhance or diminish the rights of a Participant.
Article 8. Administration of the Plan. The
Committee shall be responsible for the proper implementation of
the Plan. The Committee shall not exercise any discretion with
respect to the administration of the Plan, except as may be
permitted by Rule 16b-3. The Committee shall have all powers
vested in it by the terms of the Plan. Any decision of the
Committee with respect to the Plan shall be final and conclusive.
The Committee may act only by a majority of its members in office,
except that the members may authorize any one or more of their
number or any officer of the Company to execute and deliver
documents on behalf of the Committee. The Committee may consult
with counsel, who may be counsel to the Company, and shall not
incur any liability for action taken in good faith in reliance
upon the advice of counsel.
Article 9. Expiration and Termination of the Plan.
Company Stock shall be awarded under the Plan until the Plan is
terminated by the Board of Directors or until such earlier date
when termination of the Plan shall be required by law.
Article 10. Amendments. The Board of Directors may
make from time to time such changes in and additions to the Plan
as it may deem appropriate, including as may be necessary to
ensure compliance with Rule 16b-3 and to cause awards of Company
Stock pursuant to the Plan to meet the applicable requirements of
the Internal Revenue Code.
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Article 11. Notice. All notices and other
communications required or permitted to be given under the Plan
shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed first class, postage prepaid, as
follows: (a) if to the Company, at its principal business address,
to the attention of the Secretary; and (b) if to any Participant,
at the last address of the Participant known to the sender at the
time the notice or other communication is sent.
Article 12. Governing Law/Interpretation.
Generally, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State
of South Carolina. The terms of this Plan are also subject to all
present and future rulings of the Securities and Exchange
Commission with respect to Rule 16b-3. If any provision of the
Plan would cause the Plan to fail to meet the requirements of Rule
16b-3, then that provision of the Plan shall be void and of no
effect.
Article 13. Severability. In the event any
provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provisions had not been
included.
Article 14. Successors. All obligations of the
Company under the Plan with respect to Company Stock to be paid
hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation or otherwise, of all
or substantially all of the business or assets of the Company.
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Exhibit 5
December 30, 1996
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29218
Gentlemen:
SCANA Corporation (the "Company") will file with the
Securities and Exchange Commission a Registration Statement on
Form S-8 for the registration under the Securities Act of 1933,
as amended, of up to 100,000 shares of the Company's Common
Stock, without par value (the "Stock") to be issued pursuant to
the Company's Nonemployee Director Stock Plan (the "Plan").
I am familiar with the preparation of the aforesaid
Registration Statement, the Plan and the proceedings of the
Company in connection with the proposed issuance of the Stock
under the Plan. I have also made such further investigation as I
have deemed pertinent and necessary as a basis for this opinion.
Based on the foregoing, I hereby advise you that it is my
opinion, upon (a) the aforesaid Registration Statement, as it may
be amended, becoming effective; (b) the issuance of original
issue Stock in accordance with the terms of the Plan and (c) the
due execution, registration and delivery of the original issue
Stock to the eligible directors under the Plan; the original
issue Stock will have been duly authorized and legally and
validly issued and will be fully paid and non-assessable.
I hereby consent to the use of this opinion in connection
with the aforesaid Registration Statement and I also consent to
the making of the statements with reference to me in the
aforesaid Registration Statement.
Very truly yours,
s/H. Thomas Arthur, II
H. Thomas Arthur, II
Vice President and General Counsel
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
registration statement of SCANA Corporation on Form S-8 of our
report dated February 7, 1996 appearing in and incorporated by
reference in the Annual Report on Form 10-K of SCANA Corporation
for the year ended December 31, 1995.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
December 30, 1996
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Exhibit 24
POWER OF ATTORNEY
The undersigned directors of SCANA Corporation (the "Company"),
hereby appoint L. M. Gressette, Jr., W. B. Timmerman and Kevin B. Marsh,
and each of them severally, as the attorney-in-fact of the undersigned,
to sign in the name(s) and behalf of the undersigned, in any and all
capacities stated therein, and to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, and any and all amendments thereto, with respect
to the issuance of up to 100,000 shares of such Company's Common Stock
pursuant to the Nonemployee Director Stock Plan.
Dated: October 22, 1996
Columbia, South Carolina
s/B. L. Amick s/Benjamin A. Hagood
B. L. Amick Benjamin A. Hagood
Director Director
s/W. B. Bookhart, Jr. s/W. Hayne Hipp
W. B. Bookhart, Jr. W. Hayne Hipp
Director Director
s/W. T. Cassels, Jr. s/F. Creighton McMaster
W. T. Cassels, Jr. F. Creighton McMaster
Director Director
s/Hugh M. Chapman s/Henry Ponder
Hugh M. Chapman Henry Ponder
Director Director
s/James B. Edwards s/John B. Rhodes
James B. Edwards John B. Rhodes
Director Director
s/Elaine T. Freeman s/E. Craig Wall, Jr.
Elaine T. Freeman E. Craig Wall, Jr.
Director Director
16
