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Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0784499
(I.R.S. Employer Identification No.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201 (803) 748-3000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
H. T. Arthur
Vice President and General Counsel and Assistant Secretary
SCANA CORPORATION
1426 Main Street
Columbia, SC 29201
(803) 376-8547
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Elizabeth B. Anders
McNair Law Firm, P.A.
1301 Gervais Street
Columbia, SC 29201
(803) 799-9800
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: [x]
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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price* fee
Common Stock 2,500,000 25 3/4 $64,375,000 $19,508
* Estimated pursuant to Rule 457(c) 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 of
SCANA Corporation common stock as reported on the New York Stock
Exchange, Inc., on December 16, 1996.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
Pursuant to Rule 429, the Prospectus includes 387,741 shares
of Common Stock previously registered in Registration Statement No.
33-50571, for which a filing fee of $6,112 was remitted to the
Commission at the time of its registration.
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2,887,741 SHARES
SCANA CORPORATION
COLUMBIA, SC 29218
TELEPHONE: 1-800-763-5891
NYSE: SCG
COMMON STOCK
SCANA INVESTOR PLUS PLAN
PROSPECTUS
, 19
Neither the Securities and Exchange Commission nor any state
securities regulator has approved of these securities or determined
if this Prospectus is accurate or complete. Any indication to the
contrary is a criminal offense.
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PROSPECTUS
SCANA CORPORATION
SCANA INVESTOR PLUS PLAN PROSPECTUS
TABLE OF CONTENTS
Page 2 Plan Features -
Frequently Asked Questions
Page 4 Who Runs the Plan
SCANA Telephone Numbers, Mailing Address, etc.
Who Pays the Plan's Costs
How to Enroll in the Plan
Page 6 Cash Payments
Dates When Shares are Purchased
Page 7 Summary of Important Dates
Price of Purchased Shares
Plan Statements
Page 8 How to Obtain Share Certificates
Sale of Shares
Page 9 Transfer of Shares
Changing Your Enrollment Status or Terminating
Participation
Page 10 Death of a Plan Participant
Tax Consequences of Plan Participation
Stock Splits, Stock Dividends and Rights Offerings
Voting Rights
Page 11 Liability Limitation
Changes to the Plan
Acceptance of Terms and Conditions of the Plan by
Participants Description of SCANA
Page 12 Use of Proceeds
Experts
Legal Matters
Available Information
Page 13 Documents Incorporated by Reference
If There Are Inconsistencies
Our prospectus is an offer to sell our securities only in
states where the offering is lawful. If you reside in
a state where it is not lawful to make the offering, you will not be
able to participate in the Plan.
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PLAN FEATURES - Frequently Asked Questions
The SCANA Investor Plus Plan offers you convenient and
economical ways to buy, hold and sell shares of SCANA Corporation
common stock.
You may purchase common stock directly through the SCANA
Investor Plus Plan. You do not need a broker and as long as the
stock is purchased directly from SCANA, no commission will be
charged for purchases. Below are some frequently asked questions
and answers about the SCANA Investor Plus Plan:
(1) Who is eligible to participate in the SCANA Investor Plus
Plan? Any United States resident may purchase shares
through the SCANA Investor Plus Plan. Residents of some
states will receive our information from a registered
broker-dealer.
(2) What is the minimum initial investment for the purchase
of shares by a person who is not currently a SCANA or
South Carolina Electric & Gas Company stockholder? $250
(3) How often are shares purchased by the Plan? Twice
monthly -- usually on the 1st and 15th. We must have
your cash payment in hand at least two business days
prior to the purchase date. We have schedules of
the due dates and we will send one to you upon request.
Your reinvested dividends will be used to purchase shares
on the quarterly payment dates - January 1, April 1, July
1 and October 1.
(4) What are our minimum and maximum cash payments? Our
minimum is $25 per payment and our maximum is $100,000 in
a calendar year.
(5) How is the price of purchased shares determined? For
shares purchased directly from SCANA, we average the high
and low sale prices of the common stock listed on the New
York Stock Exchange on the business day before the
purchase. Example: For shares purchased on the 15th,
the price of newly purchased shares would be the average
of the high and low sales prices on the 14th. Of course,
you need to adjust for weekends, holidays, etc.
If shares are purchased on the open market, the price of
your shares will be the weighted average price of all
shares purchased for that day (1st or 15th). This will
include any brokerage commission and/or taxes and service
charges.
(6) Will SCANA return to purchasing shares on the open
market? It may. The price of shares purchased on the
open market will likely include a brokerage fee. If we
decide to purchase shares on the open market, we will
notify you first, and give you an estimate of the
brokerage fee involved.
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(7) Is there a fee for selling shares through the Plan? Yes,
a brokerage commission is charged for selling shares
through the Plan. The fee is based on the number of
shares sold and the price per share. We will estimate
the commission for you before you sell if you call.
(8) Are there any other fees? There are no other fees
associated with our Plan at present.
(9) When are statements sent? We will send you a statement
every time you make a purchase or there is other activity
in your account such as a withdrawal or sale. Also, we
always send a quarterly statement shortly after January
1, April 1, July 1 and October 1. Please keep your
statements. You will need them for tax purposes.
(10) Will SCANA send gift certificates? Absolutely. When you
purchase shares for another person (or transfer shares
from your own account to another person) and want us to
send a gift certificate, let us know. Please send any
Christmas gift requests before December 1.
(11) Can you transfer shares from one account to another? Of
course. We will send the required form upon request.
(12) Will SCANA issue a stock certificate for shares
purchased? Yes. We will be happy to issue a stock
certificate. Please notify us in writing when you want
one. We do not issue certificates for partial shares.
(13) If shares are held in "street name" by a stockbroker,
can they participate in the Investor Plus Plan? No. You
must ask your stockbroker to issue the shares to you in
a stock certificate if you want the shares to
participate in the Plan.
(14) Are SCANA dividends taxable income? Yes. Even
reinvested dividends are taxable income. We will send
you a Form 1099 indicating your SCANA dividend income
for the year.
(15) Can you receive dividends in cash for shares held in a
Plan account? Sure. Just let us know how you want your
dividends handled, and we will follow your instructions.
We have a form which can be used for this purpose. We
will mail it to you upon request.
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WHO RUNS THE PLAN
SCANA's Shareholder Services Department administers the
Plan, keeps the records and sends statements. Merrill Lynch,
current Custodian, acquires, holds and sells the shares on behalf
of the Plan participants. The telephone numbers and address for
Plan matters are shown in the box below.
SCANA TELEPHONE NUMBERS, MAILING ADDRESS, ETC.
FOR INFORMATION ABOUT THE SCANA INVESTOR PLUS PLAN:
SCANA'S Toll-Free Shareholder Services Number: 1-800-763-5891
Shareholder Services Local Number: 1-800-733-6817
Fax 1-803-343-2344
Any payments and all correspondence should be mailed to:
Shareholder Services 054
SCANA Corporation
Columbia, SC 29218-0002
Please include your account number or social security number on
all checks and money orders and on all correspondence, as well as
a telephone number where you can be reached during regular
business hours.
WHO PAYS THE PLAN'S COSTS
We pay all of the administrative costs of the Plan. As long
as the Plan buys the common stock directly from the Company, you
pay no brokerage commission. You will pay your portion of the
brokerage commissions and other costs if the Plan sells your
common stock for you.
If the Plan starts to purchase shares in the open market,
you will have to pay your portion of any brokerage commissions.
If the Plan decides to buy shares in the market, we will send you
a letter notifying you of the change before we make the first
purchase.
HOW TO ENROLL IN THE PLAN
If you are already a stockholder of SCANA or South Carolina
Electric & Gas Company ("SCE&G") we will enroll your shares in
the SCANA Investor Plus Plan when we receive your completed and
signed authorization form (which we will send to you upon
request).
If you are already a stockholder you may:
(1) reinvest all or part of the dividends earned by your
SCANA common stock and/or your South Carolina Electric
& Gas Company preferred stock (we will purchase only
shares of SCANA common stock with your dividends);
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(2) make additional investments of up to $100,000 per
calendar year (the minimum payment we can accept is
$25);
(3) send us your stock certificates for safekeeping in the
Plan;
(4) receive dividends on Plan shares by check or electronic
deposits. (We have a form for electronic deposit. Let
us know if you need it); and
(5) purchase shares for family members or others and have
gift certificates sent to recipients.
If you are not currently a stockholder of SCANA or SCE&G, we
will establish your account (which will include all of the above
features) when you send us an initial investment of at least $250
along with a completed enrollment form. Please notify us if you
would like an enrollment form sent to you.
You may receive enrollment information from a broker-dealer
rather than directly from SCANA. Some state securities laws
require that a registered broker-dealer send information to their
residents; therefore, a registered broker-dealer will forward the
prospectus and enrollment form to residents of those states.
Following is some important information about dividend
record dates and dividend payment dates that will affect
reinvestment of your dividends: The SCANA Corporation Board of
Directors sets dividend record dates and payment dates on a
quarterly basis; however, the following dates have generally
applied in the past.
Record Date Payment Date
December 10 January 1
March 10 April 1
June 10 July 1
September 10 October 1
If your account is enrolled for reinvestment of dividends
before a record date, your dividends can be reinvested on the
next payment date. For instance, if you enroll prior to December
10, your January 1 dividend can be reinvested. We will confirm
receipt of your enrollment form.
What about "street name" accounts? If your SCANA stock or
South Carolina Electric & Gas Company preferred stock is held by
a stockbroker in "street name," you must have the stockbroker
issue the stock to you in your own name if you want these shares
to participate in the SCANA Investor Plus Plan.
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We will gladly send you an enrollment form if you are not
already a stockholder or an authorization form if you are
currently a stockholder. If you would like to have either sent
to you, call 1-800-763-5891.
CASH PAYMENTS
Minimum Payment $25
Maximum Payment $100,000 per calendar year
You may purchase additional shares of common stock with cash
payments. Once you are enrolled in the Plan, you may send
payments to SCANA of at least $25 per payment and not more than
$100,000 in a calendar year. All checks are subject to collection
by SCANA and must be in United States dollars.
Your payment may be made by check, money order or bank draft
(automatic monthly debit of your bank account). Please contact us
if you are interested in the bank draft option. The minimum
payment of $25 also applies to your bank draft.
You will not be paid interest on your cash payments that are
received prior to the purchase of shares; therefore, you should
send your payments to be received as close to the payment due
date as possible. The payment due date is two full business days
prior to the purchase date.
If your check or other payment is returned because of
insufficient funds or any other reason, you must make the check
or payment good within 15 calendar days after we notify you of
the problem. If the payment is not made good, we will sell any
shares purchased for you and report the sale to the Internal
Revenue Service as we are required to do. You may have a tax
liability for the sale.
SCANA will refund your payment upon request if the request
is received at least three business days prior to the purchase of
shares.
If you purchase shares through the Plan and fail to specify
whether or not you want the dividends paid in cash or reinvested,
we will reinvest the dividends earned by these shares.
DATES WHEN SHARES ARE PURCHASED
Purchase Dates: 1st and 15th of every month
We purchase shares twice monthly on the 1st and 15th. Of
course, these dates are subject to adjustment for weekends and
holidays. We must have all funds in hand at least two FULL
business days prior to the purchase date. If you would like to
have a list of the payment due dates and purchase dates, let us
know, and we will send it to you. We process bank drafts on the
25th of the month, and all bank draft purchases are made on the
first of the month.
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HERE IS A SUMMARY OF IMPORTANT DATES
Dividend Record Date If you own stock on a record date,
you will receive the next dividend
payment.
Dividend Payment Date Date the dividend is paid.
Purchase Dates We purchase twice monthly -
generally on the 1st and 15th
Payment Due Date Two full business days prior to
purchase date.
Sale Dates We sell shares at least once every
week.
PRICE OF PURCHASED SHARES
The price of shares purchased directly from SCANA will be
the average of the high and low prices of our common stock on the
business day just prior to the purchase. For example, if you are
buying shares on the 15th, the price of your shares will be the
average of the high and low on the 14th. Keep in mind that these
dates are adjusted to allow for weekends and holidays. We obtain
the high and low prices each day from the New York Stock Exchange
quotations. As you know, the price of common stock fluctuates
daily, and we have no control over this. You must bear the
market risk associated with fluctuations in the price of common
stock.
If and when SCANA decides to purchase shares on the open
market, the price of shares will be the weighted average of the
prices, including any brokerage commission and applicable taxes,
for all shares purchased for the Plan for each purchase date. You
will be notified if SCANA decides to make a change and purchase
shares on the open market.
We allocate shares to three decimal places, so be aware that
there will always be a partial share in your account. This
practice allows full investment of your dividends and cash
payments.
PLAN STATEMENTS
We mail statements as follows:
(1) after each quarterly dividend is paid;
(2) after purchases on the 1st and
15th of the month for those who
send in cash payments; and
(3) after any account activity such as
a sale or withdrawal of shares.
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The statements show the date of the purchase, the amount
invested, the share price paid, and the number of shares
purchased with each investment, as well as the accumulated total
shares held in your Plan account. The statements also show any
withdrawals or sales.
You should keep your statements for tax purposes.
Statements give you the original cost of the shares.
You will need this cost basis to determine gain or loss
if you sell your shares.
Your certificated shares (shares represented by actual stock
certificates) will show on your quarterly statements only
(January 1, April 1, July 1 and October 1). The number of
certificate shares you own will not show on statements issued at
other times.
You may detach the top portion of any statement and use it
to send instructions to us. We include return envelopes along
with the statements; but if you don't have one, our address is in
the bottom right corner of the statement. Be sure to sign any
instructions sent to us.
We will mail a l099-DIV form to you by January 31 of each
year. This is the form you need for your income tax records.
HOW TO OBTAIN SHARE CERTIFICATES
You may obtain a stock certificate for any or all of the
whole shares held in your Plan account at any time without
charge. We do not issue certificates for partial shares.
Withdrawal of shares requires notification in writing signed
by all account owners. You may use the top of any statement for
this purpose, write a letter, or request a withdrawal form.
If you request withdrawal of all your shares between a
dividend record date and the payment date, there will be a delay
until after payment of the dividend before the shares can be sent
to you.
SALE OF SHARES
We will sell your Plan shares for you if you notify us in
writing. We do not take telephone requests to sell shares, and we
require signatures of all owners to sell shares.
If you want us to sell your certificated shares, you must
send the stock certificates to us with instructions to sell
signed by all owners of the stock. We also have a form which
instructs us to sell certificated shares. Let us know if you
need one. Please mail stock certificates by certified or
registered mail for safety.
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We sell shares at least once a week and generally more often
than that. If you want specific details about when sales are
being processed during any given week, call us at 1-800-763-5891.
We sell shares on the open market at prevailing market
prices. The price you will receive for your shares is the
weighted average sales price of all shares sold by the Plan's
Custodian (currently Merrill Lynch) on the day of sale - minus
any brokerage commission and/or service charges or taxes. We
will mail the proceeds of your sale to you by First Class Mail.
We will be happy to estimate the commission for you if you call.
Sales are reported at year-end to both you and the Internal
Revenue Service.
The Custodian has total authority over when shares are sold.
This timing cannot be influenced by SCANA or the participant, and
you must bear the market risk associated with fluctuations in the
price of common stock. If you want to negotiate the price at
which your shares are to be sold, it will be necessary for you to
request a stock certificate and engage the services of a
stockbroker to handle the sale for you. We will sell partial
shares only if you sell all your shares.
If you request the sale of all your shares between a
dividend record date and the payment date, the sale will be
delayed until after payment of the dividend. (For example, if we
receive your request on September 15 to sell all your shares, the
sale will not be processed until after October 1.)
TRANSFER OF SHARES
We will transfer shares for you at no cost. You may:
(1) transfer shares to an existing Plan account; or
(2) establish a new Plan account; or
(3) have a stock certificate issued
in another person's name.
At the time of your request, please provide the name,
address and social security number of the person receiving the
shares. We will not transfer partial shares unless you are
transferring all of the shares in your Plan account.
All transfers require the MEDALLION guaranteed signatures of
all account owners. Most banks and stockbrokers can MEDALLION
guarantee your signature. Our transfer forms have complete
instructions. Call 1-800-763-5891 for a transfer form.
We will send a gift certificate for shares transferred to a
new (or existing) Plan account if you request it.
CHANGING YOUR ENROLLMENT STATUS OR TERMINATING PARTICIPATION
You can change your enrollment status at any time. You may
decide to stop reinvesting all your dividends and reinvest only
part of them, or you may decide you would rather have your
dividends paid to you by check or electronic deposit. You must
notify us in writing if you want to change your enrollment
status, and all owners must sign each request. We have a form
you may use to make a change in your enrollment status. We will
send it upon request.
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Any request for change of status received between a dividend
record date and the payment date will be delayed until after
payment of the dividend.
You may terminate your participation in the Plan at any time
by notifying us in writing. We can send you a certificate for
all whole shares in your Plan account and a check representing
the sale of the partial share, or we can sell all the shares for
you. This, too, requires notification in writing signed by all
owners. You can use the top of your statement for this
notification or write us a letter, or we can send you a form for
this purpose.
Again, if you decide to terminate your participation in the
Plan between the dividend record date and the payment date, there
will be a delay until after the dividend is paid and the
resulting shares are posted to your account.
DEATH OF A PLAN PARTICIPANT
Upon notification of death, we will send complete, easy-to-
understand instructions to the legal representative of your
estate, or the joint owner of your shares, outlining requirements
to transfer the shares to a new registration.
TAX CONSEQUENCES OF PLAN PARTICIPATION
Dividends paid by SCANA Corporation or its subsidiary, South
Carolina Electric & Gas Company, are considered taxable income -
whether paid in cash or reinvested. Any dividends paid to you in
cash or reinvested for you will be reported at year end both to
you and the Internal Revenue Service.
The sale of any shares through our Plan will be reported to
you and the Internal Revenue Service. You can develop the cost
basis of your shares from your statements.
Since each stockholder's financial situation is different,
you should consult your individual tax advisor concerning any tax
questions you may have about Plan participation.
STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
Any stock dividends or split shares distributed by SCANA on
your Plan shares will be added to your account. Dividends earned
by these shares will be reinvested unless you notify us to the
contrary. If SCANA should determine to offer securities through a
rights offering, you will receive rights based upon the total
number of whole shares in your account.
VOTING RIGHTS
You have the right to exercise all voting rights for the
whole shares credited to your account. You may vote in person or
by proxy. Your proxy card will show the whole number of shares
you own including both your Plan shares and your certificated
shares. If you decide to vote in person, please notify the
corporate secretary before the meeting begins.
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If no instructions are received on your signed and dated
proxy card, all your shares will be voted in accordance with
recommendations of SCANA's management. If you do not return the
proxy card or don't sign it, your shares will not be voted.
LIABILITY LIMITATION
Neither SCANA nor the Custodian will be liable for any act
(or omission of any act) done in good faith. This applies
without limitation to the prices at which your shares are
purchased or sold, when purchases or sales are made and the
fluctuations in market price.
You are cautioned that this prospectus does not represent a
change in SCANA's dividend policy or a guarantee of future
dividends. Dividends depend upon SCANA's earnings, financial
requirements, governmental regulations and other factors.
You must recognize that neither SCANA nor the Custodian can
assure you of a profit or protect you against a loss on shares of
common stock purchased or sold through the SCANA Investor Plus
Plan.
CHANGES TO THE PLAN
SCANA reserves the right to amend, modify or terminate the
Plan at any time in whole or in part. Notice of any significant
amendment or modification will be mailed to you. If the Plan is
terminated by SCANA, we will mail certificates to you for the
whole shares along with a check for sale of the partial share.
ACCEPTANCE OF TERMS AND CONDITIONS OF THE PLAN BY
PARTICIPANTS
The terms and conditions of the Plan and its operation are
governed by the laws of the State of South Carolina. When you
complete and sign the enrollment form or the authorization form,
you are bound by the provisions of the Plan, any subsequent Plan
amendments and all actions by SCANA and the Custodian in
operation of the SCANA Investor Plus Plan. This also applies to
heirs, executors, administrators and legal representatives of
Plan participants.
SCANA
SCANA is an energy-based holding company which engages
principally in electric and natural gas utility operations and
other energy-related businesses.
The principal offices of SCANA are located at 1426 Main
Street, Columbia, SC 29201. SCANA's telephone number is 803-748-
3000 and its mailing address is Columbia, SC 29218-0002.
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USE OF PROCEEDS
When newly issued shares of common stock are purchased,
SCANA intends to apply the net proceeds for general corporate
purposes.
EXPERTS
The financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 have been audited by Deloitte &
Touche LLP, independent auditors as stated in their report, which
is incorporated herein by reference and have been so incorporated
in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters have been reviewed for SCANA by H.
Thomas Arthur II of Columbia, South Carolina, who is Vice
President, General Counsel and Assistant Secretary for SCANA. On
December 10, 1996, Mr. Arthur beneficially owned 3700.482 shares
of common stock .
AVAILABLE INFORMATION
We file annual and quarterly reports and other information
with the
U. S. Securities and Exchange Commission (SEC). You may read and
copy this information at the SEC's public reference rooms:
450 Fifth Street NW
Washington, DC 20549
7 World Trade Center, Suite 1300
New York, NY 10048
500 West Madison Street, Suite 1400
Chicago, IL 60661-2511
Since our common stock trades on the New York Stock
Exchange, you may also read our filings at the Stock Exchange
offices at 20 Broad Street,
New York, NY 10005.
Also, we will provide you (free of charge) with any of the
documents incorporated by reference. Call or write:
H. John Winn, III
Manager-Investor Relations and
Shareholder Services
SCANA Corporation
Columbia, SC 29218
(803) 748-3240
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DOCUMENTS INCORPORATED BY REFERENCE
This prospectus does not repeat important information that
you can find in our registration statement, reports and other
documents that we file with the SEC under the Securities Exchange
Act of 1934. The SEC allows us to "incorporate by reference,"
which means that we can disclose important information to you by
referring you to other documents which are legally considered to
be a part of this prospectus. These documents are as follows:
(1) SCANA's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) SCANA's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30,
1996.
(3) The description of our common stock which is contained
in
the Company's Registration Form 8-B dated November 7,
1984, as amended May 26, 1995.
(4) All documents filed by SCANA under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of this
offering.
IF THERE ARE INCONSISTENCIES
As you read the above documents, you may find some
inconsistencies in information from one document to another. If
you find inconsistencies between the documents and this
prospectus, you should rely on the statements made in the most
recent document.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission filing fee.............. $19,508
Printing and engraving fees................................ 7,500*
Mail costs................................................. 6,900*
Broker - dealer fees....................................... 0
Legal fees and expenses.................................... 25,000*
Blue Sky fees and expenses................................. 0*
Accounting services........................................ 2,000*
Fees of Transfer Agent and Registrar....................... 0
New York Stock Exchange listing fee........................ 10,500*
Miscellaneous.............................................. 1,000*
Total...................................................... $72,408
*Estimated
Item 15. Indemnification of Directors and Officers.
The South Carolina Business Corporation Act of 1988, and the
Registrant's Bylaws provide for indemnification of the Registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Under Sections 33-8-510, 33-
8-550 and 33-8-560 of the South Carolina Business Corporation Act of
1988, a South Carolina corporation is authorized generally to
indemnify its directors and officers in civil or criminal actions if
they acted in good faith and reasonably believed their conduct to be
in the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful. The Registrant's Bylaws require indemnification of
directors and officers with respect to expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in
relation to matters as to which they shall be adjudged to be liable
for willful misconduct in the performance of duty and to such matters
as shall be settled by agreement predicated on the existence of such
liability. In addition, the Registrant carries insurance on behalf of
directors, officers, employees and agents that may cover liabilities
under the Securities Act. Finally, as permitted by Section 33-2-102
of the South Carolina Business Corporation Act of 1988, the
Registrant's Restated Articles of Incorporation provide that no
director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as
a director occurring after April 26, 1989, except for (i) any breach
of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which
involve gross negligence, intentional misconduct or a knowing
violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal
benefit.
17
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Item 16. 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 17. Undertakings
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(2) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(3) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(4) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
18
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State
of South Carolina, on December 18, 1996.
SCANA CORPORATION
(Registrant)
By: s/L. M. Gressette, Jr.
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 dates indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
Name & Title: L. M. Gressette, Jr., Chairman of the Board, Chief
Executive Officer and Director
Date: December 18, 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 18, 1996
(iii) Other Directors:
*B. L. Amick, W. B. Bookhart, Jr., W. T. Cassels, Jr., Hugh M.
Chapman, J. B. Edwards, E. T. Freeman, B. A. Hagood, W. Hayne Hipp, F.
C. McMaster, Henry 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)
Date: December 18, 1996
Directors who did not sign:
None
19
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EXHIBIT INDEX
Sequentially
Numbered
Number Pages
1. Underwriting Agreement
Not Applicable
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not Applicable
4. Instruments Defining the Rights of Security Holders,
Including Indentures
(a) Restated Articles of Incorporation of the Company,
as adopted on April 26, 1989 (Exhibit 3-A to
Registration Statement No. 33-49145). . . . . . . . . . . #
(b) Copy of By-laws of SCANA Corporation as revised
and amended on June 18, 1996 (Filed herewith) . . . . . . 22
(c) The Plan (Exhibit 4-B to Post-Effective Amendment
No. 2 dated June 6, 1995 to Registration Statement
No. 33-50571). . . . . . . . . . . . . . . . . . . . . . . #
5. Opinion of H. T. Arthur, Esq. (Filed herewith). . . . . . . . 40
8. Opinion re Tax Matters
Not Applicable
12. Statement re Computation of Ratios
Not Applicable
15. Letter re Unaudited Interim Information
Not Applicable
23. Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith) . . . 41
(b) Consent of H. T. Arthur (Included in Exhibit 5)
24. Power of Attorney (Filed herewith). . . . . . . . . . . . . . 42
25. Statement of Eligibility of Trustee
Not Applicable
26. Invitation for Competitive Bids
Not Applicable
# Incorporated herein by reference as indicated.
20
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EXHIBIT INDEX
Sequentially
Numbered
Number Pages
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
(a) Authorization Form (Exhibit 28(a) to
Registration Statement No. 33-43636) . . . . . . . . . #
(b) Enrollment Form (Exhibit 28(b) to
Registration Statement No. 33-43636) . . . . . . . . . #
# Incorporated herein by reference as indicated.
21
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Exhibit 4(b)
BY-LAWS OF SCANA CORPORATION
As Revised and Amended June 18, 1996
22
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BY-LAWS
OF
SCANA CORPORATION
As Revised and Amended June 18, 1996
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation, which shall
also be designated as its registered office, shall be located in the
City of Columbia, County of Richland, State of South Carolina.
Section 2. The Corporation may also have offices and places of
business at such other places, within or without the State of South
Carolina, as the Board of Directors may from time to time determine or
the business of the Corporation may require.
ARTICLE II
SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words
"South Carolina". If authorized by the Board of Directors, the
corporate seal may be affixed to any certificates of stock, bonds,
debentures, notes or other engraved, lithographed or printed
instruments, by engraving, lithographing or printing thereon such seal
or a facsimile thereof, and such seal or facsimile thereof so engraved,
lithographed or printed thereon shall have the same force and effect,
for all purposes, as if such corporate seal had been affixed thereto by
indentation.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Written or printed notices for annual or special
meetings of stockholders shall state the place, day and hour of such
meetings and, in case of special meetings, the purpose or purposes for
which the meetings are called.
Section 2. Annual meetings of stockholders for the election of
Directors and for the transaction of any other business permitted by law
to be transacted at the annual meeting of stockholders, and all special
meetings of stockholders, for that or for any other purpose, shall be
held at such time and place as shall be stated in a notice thereof.
Annual meetings of stockholders shall be held on the last Thursday in
April of each year, if not a legal holiday, and if a legal holiday, then
on the next business day following, when they shall elect members of the
Board of Directors in accordance with the provisions of the
Corporation's Articles of Incorporation and transact such other business
as may properly be brought before the meeting. Special meetings shall
be held on such day and hour as shall be stated in the notice of each
meeting, or in a duly executed waiver of notice thereof. All meetings
of stockholders shall be presided over by the Chairman of the Board, the
Vice Chairman of the Board, if any, or, if there be none, or in his
absence, by the President or a Vice President.
23
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Section 3. Except as otherwise provided by law, by the Articles
of Incorporation as the same may be amended from time to time, or by
these By-Laws as they may be amended from time to time, the holders of
a majority of the shares of stock of the Corporation issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at any meeting of the
stockholders for the transaction of business.
If, however, such quorum shall not be present or represented at
such meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the
power, by a majority vote of those present, to adjourn the meeting from
time to time without notice (unless otherwise provided in Section 8 of
this Article III) other than by announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business may be
transacted which may have been transacted at the meeting as originally
noticed provided notice of such adjourned meeting, when required by
Section 8 of this Article III, shall have been given or waived.
Section 4. At each meeting of the stockholders each stockholder
having the right to vote shall be entitled to vote in person, or by
proxy appointed by written or printed instrument executed by such
stockholder or by his duly authorized attorney or by telegram or
cablegram appearing to have been transmitted by such stockholder but,
except as otherwise provided by statute, no proxy shall be valid after
expiration of eleven months from the date of its execution. Every proxy
shall be dated as of its execution and no proxy shall be undated or
postdated. Every holder of record of stock having voting power shall be
entitled to one vote for every share of stock standing in his name on
the books of the Corporation. The vote for directors and, upon the
demand of any stockholder or his duly authorized proxy, the vote upon
any question before the meeting shall be by ballot. All elections shall
be decided by a plurality of the votes cast by the holders of the shares
entitled to vote at the meeting of stockholders and, except as otherwise
provided by statute or by the Articles of Incorporation, all other
questions shall be decided by a majority of the votes cast by holders of
shares entitled to vote on such question at such meeting.
Section 5. The Secretary or the agent of the Corporation having
charge of its stock transfer books shall, in advance of each meeting of
stockholders, prepare a complete list of the stockholders entitled to
vote at such meeting of stockholders or adjournment thereof, which list
shall be arranged in alphabetical order with the address of and the
number of shares held by each stockholder. Unless the record of
stockholders kept by the Secretary or agent of the Corporation having
charge of its stock transfer books readily shows, in alphabetical order
or by alphabetical index, the information required to appear on such a
list of stockholders, such list of stockholders shall, for a period
commencing upon the date when notice of such meeting is given, and in no
event less than 10 days prior to the date of such meeting, be kept on
file at the registered office of the Corporation or at its principal
place of business or at the office of its transfer agent or registrar,
and shall be subject to inspection by any stockholder at any time during
usual business hours. In any event, such list shall be produced and
kept open at the time and place of such meeting and shall be subject to
the inspection of any stockholder during the whole time of such meeting.
24
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Section 6. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board, by the Vice Chairman of the Board or by the
President, and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or at the
request in writing of holders of ten per cent or more of the shares of
stock of the Corporation issued and outstanding and entitled to vote at
the proposed meeting. Such request shall state the purpose or purposes
of the proposed meeting.
Section 7. Business transacted at all special meetings shall be
confined to the objects stated in the call; provided, however, that if
all the stockholders of the Corporation entitled to vote shall be
present in person or by proxy, any business pertaining to the affairs of
the Corporation may be transacted.
Section 8. Notice of annual meetings of stockholders and notice
of any special meeting of stockholders for the election of directors or
for any other purpose, unless otherwise provided by statute, shall be
delivered personally or mailed, not less than ten nor more than fifty
days before the meeting, to each person who appears on the books of the
Corporation as a stockholder entitled to vote at said meeting. In the
event of the adjournment of any meeting of stockholders, for whatever
reason, for 30 days or more, notice of the adjourned meeting shall be
delivered personally or mailed not less than ten nor more than fifty
days before the date for such adjourned meeting to each person whose
name appears on the books of the Corporation as a stockholder entitled
to vote at said adjourned meeting. Any such notice may be either
written or printed, or partly written and partly printed, and if mailed
it shall be directed to the stockholder at his address as it appears on
the books of the Corporation. Such notice shall briefly state the
business which it is proposed to present or to submit to such meeting.
ARTICLE IV
DIRECTORS
Section 1. The property and business of the Corporation shall
be managed by its Board of Directors. The number of directors which
shall constitute the entire Board of Directors shall be fixed from time
to time by the vote of a majority of the entire Board, but such number
shall in no case be less than nine nor more than twenty. Each director
shall own at least 100 shares of Common Stock of the Corporation.
Except as otherwise provided by statute or in the Articles of
Incorporation, the term of each director heretofore or hereafter elected
shall be from the time of his election and qualification until the third
annual meeting following his election and until his successor shall have
been duly elected and shall have qualified.
The vote of at least 80% of the shares of stock of the Corporation
entitled to vote shall be required to remove an incumbent member of the
Board of Directors except for cause. "For Cause" shall mean fraudulent
or dishonest acts, or gross abuse of authority in discharge of duties to
the Corporation and shall be established after written notice of
specific charges and opportunity to meet and refute such charges.
25
<PAGE>
Section 2. In addition to the powers and authorities by these
By-Laws expressly conferred upon them, the Board may exercise all such
power of the Corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders. A
director or officer of this Corporation shall not be disqualified by his
office from dealing or contracting with the Corporation either as a
vendor, purchaser or otherwise, nor shall any transaction or contract of
this Corporation be void or voidable solely by reason of the fact that
any director or officer or any firm of which any director or officer is
a member or employee, or any corporation of which any director or
officer is a shareholder, director, officer or employee, is in any way
interested in such transaction or contract, provided that the material
facts as to such interest and as to such transaction or contract are
disclosed or known to the Board of Directors or the Executive Committee
and noted in their respective minutes, or to the stockholders entitled
to vote with respect thereto, as the case may be, and that such
transaction or contract is or shall be authorized, ratified or approved
either (1) by the vote of a majority of a quorum of the Board of
Directors or of the Executive Committee, or (2) by a majority of the
votes cast by holders of shares of stock entitled to vote with respect
thereto, without counting (except for quorum purposes) the vote of or
shares held or controlled and voted by, as the case may be, any director
so interested or member or employee of a firm so interested or a
shareholder, director, officer or employee of a corporation so
interested; nor shall any director or officer be liable to account to
the Corporation for any profits realized by and from or through any such
transaction, or contract of this Corporation authorized, ratified or
approved as aforesaid by reason of the fact that he or any firm of which
he is a member or employee, or any corporation of which he is a
shareholder, director, officer or employee was interested in such
transaction or contract.
ARTICLE V
MEETINGS OF THE BOARD
Section 1. Within 10 days following the annual meeting of
stockholders for the election of directors, the Chief Executive Officer
shall call a meeting of the newly elected Board for the purpose of
organization, election of officers and transaction of other business,
such meeting to be held at such time, not later than 15 days after such
annual meeting of stockholders, and place as shall be specified by the
Chief Executive Officer. The Secretary or other officer performing his
duties shall give notice, either personally or by mail or telegram, to
each director not less than four business days before the meeting,
provided, however, that no notice of such meeting need be given if all
of the directors are present or if those not present sign waivers of
notice either before or after the meeting. In the event that the Chief
Executive Officer shall fail to call such meeting within 10 days after
such annual meeting of stockholders, as aforesaid, the newly elected
Board shall meet at the registered office of the Corporation, in
Columbia, South Carolina, at 2:00 p.m. Columbia, South Carolina time, on
the fifteenth day following such annual meeting of stockholders, if not
a legal holiday, and if a legal holiday then on the next business day
following.
26
<PAGE>
Section 2. Regular meetings of the Board may be held without
notice at such time and place as shall from time to time be designated
by the Board.
Section 3. Special meetings of the Board may be called by the
Chairman of the Board, the Vice Chairman of the Board or the President
or any two directors and may be held at the time and place designated in
the call and notice of the meeting. The Secretary or other officer
performing his duties shall give notice either personally or by mail or
telegram not less than twenty-four hours before the meeting. Meetings
may be held at any time and place without notice if all the directors
are present or if those not present sign waivers of notice either before
or after the meeting.
Section 4. At all meetings of the Board a majority of the total
number of directors then in office shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of
Incorporation or by these By-Laws.
Section 5. Any regular or special meeting of the Board may be
adjourned to any other time at the same or any other place by a majority
of the directors present at the meeting, whether or not a quorum shall
be present at such meeting, and no notice of the adjourned meeting shall
be required other than announcement at the meeting.
Section 6. Directors, other than those who are salaried
officers or employees of the Corporation or of any affiliated Company,
shall receive compensation for their services as directors at an annual
rate as shall be set from time to time by resolution of the Board of
Directors, payable in quarterly installments at the beginning of each
quarter of the calendar year and, in addition thereto, each such
director shall receive such compensation for each meeting of the Board,
or of any committee of the Board, which he shall have attended, as shall
be set by resolution of the Board of Directors, such additional
compensation to be paid as soon as practicable after the date of such
meeting. All directors shall be reimbursed for their reasonable
expenses of attendance, if any, at each regular or special meeting of
the Board of Directors.
Section 7. Directors who are salaried officers or employees of
the Corporation or of any affiliated Company and who are members of the
Executive Committee shall receive no compensation for their services as
such members in addition to such compensation as may be paid to them as
officers or directors, but shall be reimbursed for their reasonable
expenses, if any, in attending meetings of the Executive Committee, or
otherwise performing their duties as members of the Executive Committee.
27
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ARTICLE VI
EXECUTIVE AND OTHER COMMITTEES
Section 1. The Board of Directors may, by vote of a majority of
the full Board, designate three or more of their number to constitute an
Executive Committee, to hold office for one year and until their
respective successors shall be designated. Such Executive Committee
shall advise with and aid the officers of the Corporation in all matters
concerning its interests and the management of its business, and shall,
between sessions of the Board, except as otherwise provided by law, have
all the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which
may require it. The taking of any action by the Executive Committee
shall be conclusive evidence that the Board of Directors was not in
session at the time of such action.
The Board of Directors may, by vote of a majority of the full
Board, appoint from among their number, one or more additional
committees, consisting of three or more directors, which shall have such
powers and duties as may be fixed by the resolution of the Board of
Directors appointing such Committee.
Section 2. The Executive Committee shall cause to be kept
regular minutes of its proceedings, which may be transcribed in the
regular minute book of the Corporation, and all such proceedings shall
be reported to the Board of Directors at its next succeeding meeting,
and shall be subject to revision or alteration by the Board, provided
that no rights of third persons shall be affected by such revision or
alteration. A majority of the Executive Committee shall constitute a
quorum at any meeting. The Executive Committee may take action without
a meeting on the written approval of such action by all the members of
the Committee. The Board of Directors may by vote of a majority of the
full Board fill any vacancies in the Executive Committee. The Executive
Committee may, from time to time, subject to the approval of the Board
of Directors, prescribe rules and regulations for the calling and
conduct of meetings of the Committee, and other matters relating to its
procedure and the exercise of its powers.
Section 3. Other committees appointed by the Board shall cause
to be kept regular minutes of their proceedings and in general the
provisions as to procedure for such committees shall be that set forth
above with respect to the Executive Committee.
ARTICLE VII
OFFICERS
Section 1. The officers of the Corporation shall be elected by
the Board of Directors. They shall include a President, one or more
Vice Presidents, a Secretary, a Treasurer and a Controller and may
include a Chairman of the Board and a Vice Chairman of the Board. In
the event there shall be a Chairman of the Board and a Vice Chairman of
the Board, the Board of Directors shall designate whether the Chairman
of the Board, the Vice Chairman of the Board or the President shall be
the Chief Executive Officer of the Corporation. If there shall be no
28
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Chairman of the Board or Vice Chairman of the Board, the President shall
be the Chief Executive Officer of the Corporation. Any two or more of
such offices except those of Treasurer and Controller may be occupied by
the same person; provided, however, the same person may not act in more
than one capacity where action by two or more officers is required.
Section 2. The Board of Directors, at its first meeting after
the election of directors by the stockholders, shall elect from among
its members, if it deems proper, a Chairman of the Board and a Vice
Chairman of the Board. It shall also elect a President and one or more
Vice Presidents, a Secretary, a Treasurer and a Controller, none of whom
need be members of the Board.
The Board of Directors, at any meeting, may elect such additional
Vice Presidents, and such Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant Controllers, as it shall
deem necessary, none of whom need be members of the Board.
Section 3. The Board of Directors, at any meeting, may elect or
appoint such other officers and agents as it shall deem necessary. The
tenure and duties of such officers and agents shall be fixed by the
Board of Directors or, in the absence of any action by the Board of
Directors so fixing such tenure and duties, the tenure and duties shall
be fixed by the Chief Executive Officer of the Corporation, or by such
officers or department heads to whom he shall delegate such authority.
Section 4. The salaries and compensation of the officers of the
Corporation and of agents of the Corporation appointed by the Board
shall be fixed by the Board of Directors. The salaries and compensation
of all other employees of the Corporation shall, in the absence of any
action by the Board of Directors, be fixed by the Chief Executive
Officer of the Corporation.
Section 5. The officers of the Corporation elected pursuant
to Section 2 of this Article VII shall hold office until the first
meeting of the Board of Directors after the next succeeding annual
meeting of stockholders and until their successors are elected and
qualify in their stead. The Chief Executive Officer may be removed at
any time, with or without cause, by the affirmative vote of a majority
of the total number of directors then in office. Any other officer or
employee of the Corporation may be removed at any time, with or
without cause, either (a) by vote of a majority of the directors
present at any meeting of the Board of Directors at which a quorum is
present, or (b) by vote of a majority of the members of the Executive
Committee, or (c) by the Chief Executive Officer of the Corporation or
by any officer who shall be exercising the powers of the Chief
Executive Officer of the Corporation, or by any superior of such
employee to whom such power of removal shall be delegated by the Chief
Executive Officer of the Corporation or the officer exercising the
powers of the Chief Executive Officers of the Corporation.
29
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ARTICLE VIII
CHIEF EXECUTIVE OFFICER
Section 1. The Chief Executive Officer of the Corporation shall
supervise, direct and control the conduct of the business of the
Corporation subject, however, to the general policies determined by the
Board of Directors and the Executive Committee, if there be one.
He shall be a member of the Executive Committee and all committees
appointed by the Board of Directors, except the Audit Committee and the
Long-Term Compensation Committee and any committee or subcommittee
making recommendations of performance awards in shares of Company stock,
shall have the general powers and duties usually vested in the chief
executive officer of a corporation, and shall have such other powers and
perform such other duties as may be prescribed from time to time by law,
by the By-Laws or by the Board of Directors.
He shall, whenever it may in his opinion be necessary, prescribe
the duties of officers and employees of the Corporation whose duties are
not otherwise defined.
He shall have power to remove at any time, with or without cause,
any employee of the Corporation other than officers and agents elected
or appointed by the Board of Directors. He may, in accordance with
Section 5 of Article VII of these By-Laws, delegate such power of
removal.
ARTICLE IX
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board, if there be one, shall
preside at all meetings of the Board of Directors and of the
stockholders, except when by statute the election of a presiding officer
shall be required.
He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers and
duties granted and delegated to the Chief Executive Officer by Section 1
of Article VIII of these By-Laws. In such event he may sign in the name
of and on behalf of the Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise in the ordinary
course of business of the Corporation and, if authorized by the Board of
Directors or the Executive Committee, may sign in the name of and on
behalf of the Corporation any other contracts, agreements or instruments
of any nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws or by the
Board of Directors.
30
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ARTICLE X
THE VICE CHAIRMAN OF THE BOARD
Section 1. The Vice Chairman of the Board shall, in the absence
of the Chairman, preside at all meetings of the Board of Directors and
of the stockholders, except when by statute the election of a presiding
officer shall be required.
He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers and
duties granted and delegated to the Chief Executive Officer by Section 1
of Article VIII of these By-Laws. In such event he may sign in the name
of and on behalf of the Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise in the ordinary
course of business of the Corporation and, if authorized by the Board of
Directors or the Executive Committee, may sign in the name of and on
behalf of the Corporation any other contracts, agreements or instruments
of any nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws or by the
Board of Directors.
ARTICLE XI
THE PRESIDENT
Section 1. The President shall, in the absence of the Chairman
of the Board or the Vice Chairman of the Board, preside at all meetings
of the Board of Directors and of the stockholders, except when by
statute the election of a presiding officer shall be required.
He shall, if designated Chief Executive Officer of the Corporation
pursuant to Section 1 of Article VII of these By-Laws, have all the
powers and duties granted and delegated to the Chief Executive Officer
by Section 1 of Article VIII of these By-Laws.
In the event there shall be a Chairman of the Board or a Vice
Chairman of the Board who shall have been designated as Chief Executive
Officer of the Corporation pursuant to Section 1 of Article VII of these
By-Laws, then the President shall have such powers and duties as may be
assigned to him by the Chairman of the Board or the Vice Chairman of the
Board of Directors. In the absence or disability of the Chairman of the
Board or the Vice Chairman of the Board, he shall have all the powers
and duties of the Chairman of the Board or the Vice Chairman of the
Board.
He may sign in the name of and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation and,
if authorized by the Board of Directors or the Executive Committee, may
sign in the name of and on behalf of the Corporation any other
contracts, agreements or instruments of any nature pertaining to the
business of the Corporation.
He shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws or by the
Board of Directors.
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ARTICLE XII
THE VICE PRESIDENT
Section 1. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the powers
of the President and shall perform such other duties as the Board of
Directors may prescribe.
The Vice President may sign in the name of and on behalf of the
Corporation contracts, agreements, or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation, except in cases where the signing thereof shall be
expressly delegated by the Board of Directors or the Executive Committee
to some other officer or agent of the Corporation. If authorized by the
Board of Directors or the Executive Committee, he may sign in the name
of and on behalf of the Corporation any other contracts, agreements or
instruments of any nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws or by the Board of
Directors.
If there be more than one Vice President, the Board of Directors or
the Chief Executive Officer of the Corporation shall assign to such Vice
Presidents their respective duties.
ARTICLE XIII
THE SECRETARY
Section 1. The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the committees appointed by the Board of
Directors when required. He shall give, or cause to be given, notice of
all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of
Directors or Chief Executive Officer, under whose supervision he shall
be. He shall be sworn to the faithful discharge of his duty. Any
records kept by him shall be the property of the Corporation and shall
be restored to the Corporation in case of his death, resignation,
retirement or removal from office. He or his agent shall be the
custodian of the seal of the Corporation, the stock ledger, stock
certificate book and minute books of the Corporation, and its
committees, and other formal records and documents relating to the
corporate affairs of the Corporation.
Section 2. The Assistant Secretary or Assistant Secretaries
shall assist the Secretary in the performance of his duties, exercise
and perform his powers and duties, in his absence or disability, and
such other powers and duties as may be conferred or required by the
Board.
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ARTICLE XIV
THE TREASURER
Section 1. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to
the credit of the Corporation, in such depositories as may be designated
by the Board of Directors or as may be designated by persons to whom the
Board of Directors delegates such authority.
He shall disburse the funds of the Corporation in such manner as
may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and
directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
He shall give the Corporation a bond if required by the Board of
Directors in a sum, and with one or more sureties satisfactory to the
Board, for the faithful performance of the duties of his office, and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his
control belonging to the Corporation.
Section 2. The Assistant Treasurer or Assistant Treasurers
shall assist the Treasurer in the performance of his duties, exercise
and perform his powers and duties, in his absence or disability, and
such other powers and duties as may be conferred or required by the
Board.
ARTICLE XV
THE CONTROLLER
Section 1. The controller of the Corporation shall be the
principal accounting officer of the Corporation. He shall have full
control of all the books of the Corporation and keep a true and accurate
record of all property owned by it, of its debts and of its revenues and
expenses, and shall keep all accounting records of the Corporation other
than the record of receipts and disbursements and those relating to
deposit or custody of money and securities of the Corporation, which
shall be kept by the Treasurer, and shall also make reports to the
directors and others of or relating to the financial condition of the
Corporation. He shall exhibit at all reasonable times his books of
account and records to any director of the Corporation upon application
during business hours at the office of the Corporation where such books
of accounts and records are kept.
He shall perform all duties generally incident to the office of
Controller and shall have such other powers and duties as, from time to
time, may be prescribed by law, by the By-Laws, or by the Board of
Directors.
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Section 2. The Assistant Controller or Assistant Controllers
shall assist the Controller in the performance of his duties, exercise
and perform his powers and duties, in his absence or disability, and
such other powers and duties as may be conferred or required by the
Board of Directors.
ARTICLE XVI
VACANCIES
Section 1. Except as otherwise provided by statute or in the
Articles of Incorporation, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in
the Board resulting from death, resignation, retirement,
disqualification, removal from office or any other cause shall be filled
only by the Board of Directors then in office, although less than a
quorum. A Director elected to fill a vacancy shall hold office until
the next stockholders' meeting at which Directors of any class are
elected. If the office of any officer of the Corporation shall become
vacant for any reason, the Board of Directors, by a majority vote of
those present at any meeting at which a quorum is present, may elect a
successor or successors, who shall hold office for the unexpired term in
respect of which such vacancy occurred.
ARTICLE XVII
RESIGNATIONS
Section 1. Any officer or any director of the Corporation may
resign at any time, such resignation to be made in writing and to take
effect from the time of its receipt by the Corporation, unless some time
be fixed in the resignation, and then from that time. The acceptance of
a resignation shall not be required to make it effective. A vacancy
shall be deemed to exist upon receipt by the Corporation of such written
resignation, and a successor may, then or thereafter, be elected to take
office when such resignation becomes effective.
ARTICLE XVIII
DUTIES OF OFFICERS MAY BE DELEGATED
Section 1. In case of the absence of any officer of the
Corporation, or for any other reason the Board may deem sufficient, the
Board may delegate, for the time being, the powers or duties, or any of
them, of such officers to any other officer or to any director.
ARTICLE XIX
STOCK OF OTHER CORPORATIONS
Section 1. The Board of Directors shall have the right to
authorize any officer or other person on behalf of the Corporation to
attend, act and vote at meetings, of the stockholders of any corporation
in which the Corporation shall hold stock, and to exercise thereat any
and all the rights and powers incident to the ownership of such stock
and to execute waivers of notice of such meetings and calls therefor;
and authority may be given to exercise the same either on one or more
designated occasions, or generally on all occasions until revoked by the
Board. In the event that the Board shall fail to give such authority it
may be exercised by the Chief Executive Officer of the Corporation in
person or by proxy appointed by him on behalf of the Corporation.
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ARTICLE XX
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the Corporation shall
be entered in the books of the Corporation as they are issued. No
fractional shares of stock shall be issued. Certificates of stock shall
be signed by the President or a Vice President and by the Secretary, or
an Assistant Secretary, and the seal of the Corporation shall be affixed
thereto. Such seal may be facsimile, engraved or printed. Where any
certificate of stock is signed by a transfer agent or transfer clerk or
by a registrar, the signatures of any such President, Vice President,
Secretary or Assistant Secretary, upon such stock certificate may be
facsimiles, engraved or printed. In case any such officer who has
signed, or whose facsimile signature has been placed upon, such
certificate of stock, shall have ceased to be such officer before such
certificate of stock is issued, it may be issued by the Corporation with
the same effect as if such officer had not ceased to be such at the date
of its issue.
ARTICLE XXI
TRANSFERS OF STOCK
Section 1. Transfer of stock shall be made on the books of the
Corporation only by the person named in the certificate or by attorney,
lawfully constituted in writing, and upon surrender of the certificate
therefor.
ARTICLE XXII
FIXING OF RECORD DATE
Section 1. The Board of Directors is hereby authorized to fix
a time, not less than ten (10) days nor more than fifty (50) days
preceding the date of any meeting of stockholders or the date fixed for
the payment of any dividend or the making of any distribution, or for
the delivery of evidences of rights or evidences of interests arising
out of any change, conversion or exchange of shares of stock, as a
record date for the determination of the stockholders entitled to
notice of and to vote at such meeting or entitled to receive any such
dividend, distribution, rights or interest, as the case may be; and all
persons who are holders of record of shares of stock at the date so
fixed and no others, shall be entitled to notice of and to vote at such
meeting, and only stockholders of record at such date shall be entitled
to receive any such notice, dividend, distribution, rights or interests;
and the stock transfer books shall not be closed during any such period.
ARTICLE XXIII
REGISTERED STOCKHOLDERS
Section 1. The Corporation shall be entitled to treat the
holders of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or
other claim to, or interest in, such share on the part of any other
person, whether or not it shall have express or other notice thereof,
save as expressly provided by the statutes of the State of South
Carolina.
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ARTICLE XXIV
LOST CERTIFICATES
Section 1. Whenever any stockholder shall desire a new
certificate of stock to replace an original certificate of stock which
has been lost, destroyed or wrongfully taken, he shall make application
to the Corporation for the issuance of a new certificate or certificates
in replacement of the certificate or certificates which were lost,
destroyed or wrongfully taken, and shall file with the Corporation a
good and sufficient indemnity bond, together with an affidavit stating
that the applicant is the bona fide owner of such share(s) of stock and
specifying the number(s) of the certificate or certificates which were
lost, destroyed or wrongfully taken, the particular circumstances of
such loss, destruction or wrongful taking (including a statement that
the share(s) represented by such certificate or certificates has or have
not been transferred or otherwise disposed of by such applicant in any
manner.)
Upon completion by a stockholder of the requirements set forth in
the preceding paragraph, the Corporation shall issue a certificate or
certificates in replacement of the certificate or certificates referred
to in such stockholder's application if such application is received by
the Corporation before it has notice that such certificate or
certificates has or have been acquired by a bona fide purchaser.
ARTICLE XXV
INSPECTION OF BOOKS
Section 1. The Board of Directors shall have power to determine
whether and to what extent, and at what time and places and under what
conditions and regulations, the accounts and books of the Corporation
(other than the books required by statute to be open to the inspection
of stockholders), or any of them, shall be open to the inspection of
stockholders, and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as such right may
be conferred by the statutes of the State of South Carolina or by
resolution of the directors or of the stockholders.
ARTICLE XXVI
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
Section 1. All checks or demands for money and notes of the
Corporation shall be signed by such person or persons (who may but need
not be an officer or officers of the Corporation) as the Board of
Directors may from time to time designate or as may be designated by
persons to whom the Board of Directors delegates such authority. The
Board of Directors shall have authority to make provision, with proper
safeguards, for the signatures to appear on all checks, including, but
not by way of limitation, payroll checks, to be made by facsimile,
whether engraved or printed. Whenever the seal of this Corporation is
to be affixed to any instrument being executed on behalf of this
Corporation, such seal shall be affixed thereto by the Secretary or an
Assistant Secretary and the fact of such affixation shall be attested to
by the person so affixing the seal.
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ARTICLE XXVII
RECEIPT FOR SECURITIES
Section 1. All receipts for stocks, bonds or other securities
received by the Corporation shall be signed by the Treasurer or an
Assistant Treasurer, or by such other person or persons as the Board of
Directors or Executive Committee shall designate.
ARTICLE XXVIII
FISCAL YEAR
Section 1. The fiscal year shall begin the first day of January
in each year.
ARTICLE XXIX
RESERVES
Section 1. The Board of Directors shall have power to fix and
determine, and from time to time to vary, the amount to be reserved as
working capital; to determine whether any, or if any, what part of any,
surplus shall be declared and paid as dividends, to determine the date
or dates for the declaration or payment of dividends and to direct and
determine the use and disposition of any surplus, and before payment of
any dividend or making any distribution of surplus there may be set
aside out of the surplus of the Corporation such sum or sums as the
directors from time to time, in their absolute discretion, think proper
as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for
such other purpose as the directors shall think conducive to the
interests of the Corporation.
ARTICLE XXX
NOTICES
Section 1. In addition to the telegraphic notice permitted by
Section 3 of Article V of these By-Laws, whenever under the provisions
of these By-Laws notice is required to be given to any director, officer
or stockholder, it shall not be construed to require personal notice,
but such notice may be given in writing, by mail, by depositing a copy
of the same in a post office, letter box or mail chute, maintained by
the Post Office Department, in a postpaid sealed wrapper, addressed to
such stockholder, officer or director, at his address as the same
appears on the books of the Corporation.
A stockholder, director or officer may waive any notice required to
be given to him under these By-Laws.
ARTICLE XXXI
INSPECTORS OF ELECTION
Section 1. Prior to every meeting of the stockholders the Board
of Directors may appoint any odd number of inspectors of election to act
as inspectors at such meeting. In the event that inspectors shall not
be so appointed, they shall be appointed by the person presiding at such
meeting and if any inspector shall refuse to serve, or neglect to attend
such meeting or his office becomes vacant, the person presiding at the
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meeting may appoint another inspector in his place. The inspectors
appointed to act at any meeting of the stockholders shall, before
entering upon the discharge of their duties, be sworn faithfully to
execute the duties of inspector at such meeting with strict impartiality
and according to the best of their ability.
ARTICLE XXXII
DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION
Section 1. The Corporation shall indemnify any and all of its
employees, officers, or directors, or former officers or directors
(including their heirs, executors, and administrators), or any person
who may have served at its request or by its election, designation, or
request as a member, agent, employee, director or officer of any other
corporation or partner, trustee or otherwise, of any organization
against expenses actually and necessarily incurred by them in connection
with the defense or settlement of any action, suit or proceeding (which
shall include any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or
arbitrative) in which they, or any of them, are made parties, or a
party, by reason of being or having been agents, employees, directors or
officers of the Corporation, or of such other organization, except in
relation to matters as to which any such agent, employee, director or
officer or former employee, director or officer or person shall be
adjudged in such action, suit or proceeding 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.
Such indemnity shall be in accordance with a written plan adopted by the
Board of Directors, which plan shall be in accordance with the law of
South Carolina. The indemnification provided hereby shall not be deemed
exclusive of any other right to which anyone seeking indemnification
hereunder may be entitled under any By-Law, agreement, or otherwise.
The Corporation may purchase and maintain insurance on the behalf of any
director, officer, agent, employee or former employee, director or
officer or other person, against any liability asserted against them and
incurred by them.
ARTICLE XXXIII
AMENDMENTS
Section 1. Except as otherwise provided in Section 2 below, any
of these By-Laws may be altered, amended or repealed, and/or one or more
By-Laws may be adopted, at a meeting of the stockholders, by a vote of
the holders of a majority of all shares of stock entitled to vote to
elect directors who are entitled to vote at such meeting, provided that
written notice of such proposed alteration, amendment, repeal and/or
adoption, as the case may be, shall have been given to all such
stockholders at least ten days before such meeting. Any of these By-
Laws may also be altered, amended or repealed, and/or one or more new
By-Laws may be adopted, by the vote of a majority of all directors then
in office, at a meeting of the Board of Directors,
provided that the notice of such meeting includes therein notice of such
alteration, amendment, repeal and/or adoption, as the case may be. At
a meeting thereof, the stockholders, by the vote of the holders of a
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majority of all shares of stock entitled to vote to elect directors who
are entitled to vote at such meeting, may repeal any alteration or
amendment of these By-Laws made by the Board of Directors and/or
reinstate any of these By-Laws repealed by the Board of Directors,
and/or repeal any new By-Law adopted by the Board of Directors.
Section 2. Notwithstanding the provisions of Section 1 above,
any alteration, amendment or repeal by the stockholders of Section 1 of
Article IV, Section 1 of Article XVI or this Section 2 of Article XXXIII
of these By-Laws, or the adoption by the stockholders of any new By-Law
inconsistent with any of such Sections, shall require the vote of the
holders of at least 80% of all shares of stock entitled to vote to elect
directors who are entitled to vote at such meeting.
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Exhibit 5
December 18, 1996
SCANA Corporation
1426 Main Street
Columbia, SC 29218
Gentlemen:
SCANA Corporation (the "Company") will file with the
Securities and Exchange Commission a Registration Statement on
Form S-3 for the registration under the Securities Act of 1933,
as amended, of a proposed public offering of up to 2,500,000
shares of the Company's Common Stock, without par value (the
"Stock"), through operation of the SCANA Investor Plus Plan.
I am familiar with the preparation of the aforesaid
Registration Statement and the Prospectus forming a part thereof
and am familiar with the proceedings of the Company in connection
with the proposed issuance and sale of the Stock. 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 due execution,
registration and countersignature of the certificates for the
Stock; and (c) the delivery of the Stock to the purchasers
thereof against receipt of the purchase price therefor, the 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 under the
heading "Legal Matters" in the aforesaid Prospectus.
Very truly yours,
s/H. Thomas Arthur, II
H. Thomas Arthur, II
Vice President and General Counsel
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration
statement of SCANA Corporation on Form S-3 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, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
December 18, 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-3, and any and all amendments
thereto, with respect to the issuance of up to 2,500,000 shares of
such Company's Common Stock pursuant to the SCANA Investor Plus 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
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