<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SCANA Corporation
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
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NOTICE OF 1997 PROXY
ANNUAL MEETING STATEMENT
SCANA CORPORATION WILLIAM B. TIMMERMAN
[LOGO] Columbia, SC 29218 Chairman, President and
Chief Executive Officer
March 17, 1997
To the Stockholders of SCANA Corporation:
We extend to you a cordial invitation to attend
the 1997 Annual Meeting of Stockholders to be held
on Thursday, April 24, 1997, at 10:00 A.M., Eastern
Daylight Time. The meeting will be held in the
ballroom of the Adam's Mark Hotel, 1200 Hampton
Street, Columbia, South Carolina. The matters to be
acted upon at the meeting are set forth in the
formal notice on the following page. At the meeting,
we will report on the Company's progress, plans and
prospects, and respond to your questions and
comments.
If you will need special assistance at the
meeting because of a disability, please contact Ms.
Sue Whitman, Secretarial Services Department, Mail
Code 134, SCANA Corporation, 1426 Main Street,
Columbia, South Carolina 29201.
At the 1996 Annual Meeting of Stockholders,
87.12% of the Common Stock was represented in person
or by proxy. Though this response was gratifying, we
would like to have an even greater representation at
the 1997 meeting. Therefore, whether you own one
share or many, it is important that you date, sign
and return your proxy as soon as possible. The
prompt return of your proxy will reduce follow-up
work with its attendant expense to the Company.
Sincerely,
/s/ William B. Timmerman
William B. Timmerman
Chairman of the Board,
President and Chief
Executive Officer
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Printed on Recycled Paper
<PAGE>
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N O T I C E O F A N N U A L M E E T I N G
O F S T O C K H O L D E R S
March 17, 1997
To the Stockholders:
The Annual Meeting of Stockholders of SCANA Corporation
(the "Company") will be held on Thursday, April 24, 1997, at
10:00 A.M., Eastern Daylight Time, in the ballroom of the
Adam's Mark Hotel, 1200 Hampton Street, Columbia, South
Carolina. The matters to be considered and acted on by the
stockholders at this meeting are as follows:
1. The election of two Class I Directors;
2. The appointment of independent public accountants to
audit the books of the Company for the year ending
December 31, 1997; and
3. The transaction of such other business as may legally
come before the meeting.
Details of the matters to be acted on by the
stockholders are set forth in the following Proxy Statement
which is hereby incorporated as a part of this notice of
meeting.
All holders of issued and outstanding Common Stock of
the Company of record at the close of business on March 10,
1997 are entitled to notice of and to vote at the meeting or
any adjournment thereof.
By Order of the Board of Directors
/s/ Lynn M. Williams
Lynn M. Williams
Secretary
<PAGE>
SCANA CORPORATION
1426 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
------------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 24, 1997
APPROXIMATE DATE OF FIRST MAILING TO STOCKHOLDERS: MARCH 17, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of SCANA Corporation (herein sometimes called "SCANA"
or the "Company") to be used at the Annual Meeting of Stockholders of the
Company to be held on April 24, 1997 and at any adjournment thereof with respect
to the matters referred to in the accompanying notice.
The Company's Annual Report to Stockholders for 1996 is being mailed along
with this Proxy Statement to each stockholder of record as of March 10, 1997.
PROXY PROCEDURE
The Annual Meeting of Stockholders is being called in order to consider and
take action with respect to the matters set forth in the Notice of Annual
Meeting of Stockholders on the preceding page, as more fully set forth below.
Only holders of issued and outstanding common stock of the Company ("Common
Stock") of record at the close of business on March 10, 1997 are entitled to
notice of and to vote at the meeting or any adjournment thereof. At such record
date, the Company had 106,698,686 outstanding shares of Common Stock, each
entitling the holder thereof to one vote per share.
Since many of our stockholders are unable to attend the Annual Meeting, the
Company's Board of Directors solicits proxies so that each stockholder has the
opportunity to vote on the proposals to be considered at the Annual Meeting.
When a proxy card is returned, properly signed and dated, the shares represented
thereby will be voted in accordance with the instructions on the proxy card.
However, if a stockholder does not return a signed proxy card, his or her shares
will not be voted by the Board-appointed Proxies. Stockholders are urged to mark
the boxes on the proxy card to indicate how their shares are to be voted. If no
choices are specified, the shares represented by a properly signed and dated
proxy card will be voted as recommended by the Board of Directors. The proxy
card also confers discretionary authority on the Board-appointed Proxies to vote
the shares represented by the proxy on any other matter that is properly
presented for action at the Annual Meeting. A stockholder who returns a proxy
card may revoke it at any time before it is voted by giving notice in writing to
the Secretary of the Company, by granting a subsequent proxy or by giving notice
in person at the Annual Meeting.
If a stockholder participates in the SCANA Corporation Investor Plus Plan
("Investor Plus"), his proxy card represents both the number of shares
registered in his name and the number of full shares credited to his Investor
Plus account. All such shares will be voted in accordance with the instructions
on the proxy card.
<PAGE>
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E L E C T I O N O F D I R E C T O R S -- P R O P O S A L 1
The Company's Restated Articles of Incorporation divide the Board of
Directors into three classes (I, II and III), the members of a single class
being elected each year for a three-year term. The terms of the three Class I
Directors presently in office will expire at the 1997 Annual Meeting of
Stockholders. The terms of Class II and Class III Directors will expire at the
Annual Meeting of Stockholders in 1998 and 1999, respectively. All three of the
Class I Directors presently in office were elected at the 1994 Annual Meeting of
Stockholders. The terms of the Class I Directors elected at this meeting will
expire at the Annual Meeting of Stockholders in 2000. Mr. B. A. Hagood and Dr.
Henry Ponder, each of whom is presently a Class I Director, will attain the
mandatory retirement age of 70 prior to the date of the 1998 Annual Meeting of
Stockholders and consequently, neither is a candidate for re-election in 1997.
The number of Class I directors to serve following the Annual Meeting has been
set by the Board of Directors at two. The Board of Directors has nominated Ms.
Lynne M. Miller along with Mr. William B. Timmerman as Class I Directors. Dr.
James B. Edwards, currently a Class III Director, also will reach the mandatory
retirement age of 70 prior to the 1998 Annual Meeting and consequently, his term
of office will expire at the 1997 Annual Meeting. The Board of Directors has
reduced the number of Class III Directors to four effective upon Dr. Edwards'
retirement.
The accompanying proxy, unless you specify otherwise thereon, will be voted
for the election to the Board of Directors of the two nominees for Class I
Directors. Should any nominee be unavailable for election by reason of death or
other unexpected occurrence, the enclosed proxy may be voted with discretionary
authority in connection with the nomination and election of any substitute
nominee.
Each holder of Common Stock of record at the close of business on March 10,
1997 is entitled to one vote per share so held for the election of each of the
persons nominated. Directors are elected by a plurality of the votes cast by the
holders of shares of the Company's Common Stock at a meeting at which a quorum
is present. "Plurality" means that the two individuals who receive the largest
number of votes cast will be elected as directors. A vote indicated as withheld
from a nominee will not be cast for such nominee but will be counted in
determining the presence of a quorum.
The information set forth hereafter as to the principal occupations and
directorships of the nominees and continuing directors has been furnished to the
Company by such persons. Each director of the Company is also a director of
South Carolina Electric & Gas Company, the principal subsidiary of the Company.
2
<PAGE>
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N O M I N E E S F O R C L A S S I D I R E C T O R S
T E R M S T O E X P I R E A T T H E A N N U A L M E E T I N G I N 2 0
0 0
<TABLE>
<C> <S>
[PHOTO] LYNNE M. MILLER
Ms. Miller, age 45, is President of Environmental Strategies Corporation,
an environmental consulting and engineering firm headquartered in Reston,
Virginia, and has held this position for more than five years.
[PHOTO] WILLIAM B. TIMMERMAN
Mr. Timmerman is Chairman of the Board, President and Chief Executive
Officer of the Company and its subsidiaries and has held these positions
since March 1, 1997. Mr. Timmerman was elected President of the Company on
December 13, 1995 and Chief Operating Officer of the Company on August 21,
1996. From May 1, 1994 to December 13, 1995, he was Executive Vice
President, Chief Financial Officer and Controller of the Company. For more
than five years prior to May 1, 1994, he was Senior Vice President of the
Company as well as its Chief Financial Officer and Controller. Mr.
Timmerman, age 50, has been a director of the Company since 1991 and also
serves as a director of InterCel, Inc. and Wachovia Bank of South
Carolina. Mr. Timmerman is an ex-officio member of all Board Committees
except the Audit and the Long-Term Compensation Committee.
</TABLE>
3
<PAGE>
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C L A S S II C O N T I N U I N G D I R E C T O R S
T E R M S T O E X P I R E A T T H E A N N U A L M E E T I N G I N 1 9
9 8
4
<PAGE>
<TABLE>
<C> <S>
[PHOTO] WILLIAM B. BOOKHART, JR.
Mr. Bookhart is a partner in Bookhart Farms, which operates a general farming business in
Elloree, South Carolina, and has held that position for more than five years. Mr.
Bookhart, age 55, has been a director of the Company since 1979. He is a member of the
Audit Committee, the Nuclear Oversight Committee and the Long-Term Compensation Committee.
[PHOTO] ELAINE T. FREEMAN
Mrs. Freeman is the Executive Director of ETV Endowment of South Carolina, Inc., a
non-profit organization located in Spartanburg, South Carolina, and has held this position
for more than five years. Mrs. Freeman, age 61, has been a director of the Company since
1992 and also serves as a director of the National Bank of South Carolina. She is Chairman
of the Audit Committee, and a member of the Nuclear Oversight Committee and the Long-Term
Compensation Committee.
[PHOTO] W. HAYNE HIPP
Mr. Hipp is the President and Chief Executive Officer of The Liberty Corporation, an
insurance and broadcasting holding company headquartered in Greenville, South Carolina,
and has held these positions for more than five years. Mr. Hipp, age 57, has been a
director of the Company since 1983 and also serves as a director of The Liberty
Corporation and Wachovia Corporation. He is a member of the Executive Committee and the
Audit Committee.
[PHOTO] F. CREIGHTON MCMASTER
Mr. McMaster is the President and Manager of Winnsboro Petroleum Company, a wholesale
distributor of petroleum products located in Winnsboro, South Carolina, and has held these
positions for more than five years. Mr. McMaster, age 67, has been a director of the
Company since 1974 and also serves as a director of First Union National Bank of South
Carolina. He is a member of the Executive Committee, the Nuclear Oversight Committee and
the Long-Term Compensation Committee.
[PHOTO] JOHN B. RHODES
Mr. Rhodes is the Chairman and Chief Executive Officer of Rhodes Oil Company, Inc., a
distributor of petroleum products in Walterboro, South Carolina, and has held these
positions for more than five years. Mr. Rhodes, age 66, has been a director of the Company
since 1967. He is a member of the Management Development and Corporate Performance
Committee, the Nuclear Oversight Committee and the Long-Term Compensation Committee.
</TABLE>
5
<PAGE>
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C L A S S III C O N T I N U I N G D I R E C T O R S
T E R M S T O E X P I R E A T T H E A N N U A L M E E T I N G I N 1 9
9 9
<TABLE>
<C> <S>
[PHOTO] BILL L. AMICK
Mr. Amick is Chairman of the Board and Chief Executive Officer of Amick Farms, Inc., a
vertically integrated broiler operation in Batesburg, South Carolina, and has held these
positions for more than five years. Mr. Amick, age 53, has been a director of the Company
since 1990 and also serves as Chairman and Chief Executive Officer of Amick Processing,
Inc. and Amick Broilers, Inc. He is a member of the Executive Committee, the Management
Development and Corporate Performance Committee and the Long-Term Compensation Committee.
[PHOTO] WILLIAM T. CASSELS, JR.
Mr. Cassels is Chairman of the Board of Southeastern Freight Lines, Inc., a trucking
business in Columbia, South Carolina, and has held that position for more than five years.
Mr. Cassels, age 67, has been a director of the Company since 1990 and also serves as a
director of Wachovia Bank of South Carolina and as an advisory board member of Liberty
Mutual Insurance Group. He is a member of the Audit Committee, the Management Development
and Corporate Performance Committee and the Long-Term Compensation Committee.
[PHOTO] HUGH M. CHAPMAN
Mr. Chapman is Chairman of NationsBank South of Atlanta, Georgia, a division of
NationsBank Corporation of Charlotte, North Carolina, and has held this position for more
than five years. Mr. Chapman, age 64, has been a director of the Company since 1988. He is
Chairman of the Management Development and Corporate Performance Committee and the
Long-Term Compensation Committee, and a member of the Executive Committee.
[PHOTO] LAWRENCE M. GRESSETTE, JR.
Mr. Gressette is Chairman of the Board Emeritus of the Company. Mr. Gressette retired from
the Company on February 28, 1997. From December 13, 1995 until his retirement, he was
Chairman and Chief Executive Officer of the Company and all of its subsidiaries. For more
than five years prior to December 13, 1995, he was Chairman, President and Chief Executive
Officer of the Company and its subsidiaries. Mr. Gressette, age 65, has been a director of
the Company since 1987. In addition, he serves as a director of The Liberty Corporation,
Wachovia Corporation and InterCel, Inc. Mr. Gressette is Chairman of the Executive
Committee.
</TABLE>
6
<PAGE>
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S E C U R I T Y O W N E R S H I P O F C E R T A I N
B E N E F I C I A L O W N E R S A N D M A N A G E M E N T
The table set forth below indicates the shares of the Company's Common Stock
beneficially owned as of March 10, 1997 by each director and nominee, each of
the persons named in the Summary Compensation Table on page 9, and the directors
and current executive officers of the Company as a group.
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OWNER OF OWNERSHIP(1)
<S> <C>
B. L. Amick 2,653
W. B. Bookhart, Jr. 16,709
W. T. Cassels, Jr. 2,070
H. M. Chapman 6,070
J. B. Edwards 4,845
Max Earwood 73,339
E. T. Freeman 4,390
A. H. Gibbes 12,661
L. M. Gressette, Jr. 49,792
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OWNER OF OWNERSHIP(1)
<S> <C>
B. A. Hagood 2,483
W. Hayne Hipp 2,870
B. D. Kenyon* 20,613
F. C. McMaster 5,700
L. M. Miller 1,000
Henry Ponder 13,723
J. B. Rhodes 8,283
J. L. Skolds 6,988
W. B. Timmerman 30,422
</TABLE>
All directors and executive officers as a group (21 persons) TOTAL 261,676
TOTAL PERCENT OF CLASS 0.3%
*Bruce D. Kenyon, former President and Chief Operating Officer, South Carolina
Electric & Gas Company, retired from the Company on September 1, 1996.
The information set forth above as to the security ownership has been
furnished to the Company by such persons.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
NAME AMOUNT
AND ADDRESS OF AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
<S> <C> <C>
First Union National Bank of
South Carolina ("First Union")(2)
Post Office Box 1329
Greenville, South Carolina 29602 8,585,171 8.0%
Franklin Resources, Inc.(3)
777 Mariners Island Boulevard
San Mateo, California 94404 6,085,344 5.7%
</TABLE>
The share ownership indicated above for First Union National Bank is based on a
Form 13G dated February 3, 1997 and, for Franklin Resources, Inc. ("Franklin")
is based on a Form 13G dated February 12, 1997, both of which were filed with
the Securities and Exchange Commission. Except as set forth above, to the
Company's knowledge as of March 10, 1997, no person owned beneficially 5% or
more of the Company's Common Stock.
- --------------------------
(1) Includes shares owned by close relatives, the beneficial ownership of which
is disclaimed by the director, nominee or named executive officers, as
follows: Mr. Amick -- 480; Mr. Bookhart -- 4,748; Mr. Gibbes -- 103; Mr.
Gressette -- 1,060; Mr. Hagood -- 341; and Mr. McMaster -- 2,000; and by
other executive officers -- 2 in total.
Includes shares purchased through December 31, 1996, but not thereafter, by
the Trustee under the Company's Stock Purchase Savings Plan (the "Savings
Plan").
(2) Shares shown are shares owned by First Union as Trustee under the Savings
Plan. Although participants in the Savings Plan have the right to vote all
such shares, First Union as Trustee has the right to vote any of the shares
as to which participants do not provide voting directions.
(3) The shares shown as owned by Franklin also are beneficially owned by Charles
B. Johnson, a principal shareholder of Franklin, and Rupert H. Johnson, Jr.,
a principal shareholder of Franklin, and Franklin Advisers, Inc., investment
advisor for Franklin, beneficially owns 6,083,344 of such shares.
6
<PAGE>
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I N F O R M A T I O N R E G A R D I N G T H E
B O A R D O F D I R E C T O R S
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
During 1996, the Board of Directors of the Company held six meetings. In
addition, directors attended meetings of standing committees of which they were
members. Each director attended at least 75% of the aggregate of meetings of the
Board of Directors and meetings of the committees on which he or she served
which were held during 1996.
EXECUTIVE COMMITTEE. The Executive Committee held four meetings during
1996. This committee, except when limited by law, exercises all of the powers
and duties of the Board of Directors in the management of the Company when the
Board is not in session and which are not in conflict with specific powers
conferred by the Board upon any other committee. The Executive Committee (1)
provides counsel to the Chief Executive Officer; (2) reviews management's long
range strategic plans, goals and objectives; (3) reviews budgets, financial
plans, plans for debt financing and the financing of acquisitions, investments
and capital expenditures of a major nature; (4) reviews and recommends actions
relating to dividends; (5) monitors advertising and philanthropic activities;
and (6) recommends levels of expenditure to the Board. The committee also
recommends the slate of nominees to be presented for election at the Annual
Meeting of Stockholders and recommends assignments of directors to serve on
Board Committees. Any stockholder may recommend to the Executive Committee
persons for nomination as director by writing to the Secretary of the Company
stating the full name, address and qualifications of each such nominee.
MANAGEMENT DEVELOPMENT AND CORPORATE PERFORMANCE COMMITTEE (THE "PERFORMANCE
COMMITTEE"). The Performance Committee held six meetings during 1996. This
committee (1) reviews the investment policies of the Company's Retirement Plan,
selects its investment managers and monitors the performance of such investment
managers; (2) recommends to the Board persons to serve as officers of the
Company (and its subsidiaries); (3) recommends to the Board salary and
compensation levels, including fringe benefits, for officers and directors of
the Company; (4) reviews Company compensation plans; (5) provides direction
regarding the operation of the Company's Retirement Plan and other employee
welfare benefit plans; (6) reviews management's resources and development and
recommends to the Board succession plans for senior management; (7) reviews the
Company's active operating performance; (8) reviews the Company's performance in
regard to well-being of employees, including safety, health and equality of
treatment; (9) reviews outside relationships, including those with governments,
other businesses and the community; and (10) reviews the impact of regulations,
litigation and any public policy controversies that may affect the Company.
THE LONG-TERM COMPENSATION SUBCOMMITTEE OF THE PERFORMANCE COMMITTEE. The
Long-Term Compensation Subcommittee of the Performance Committee held two
meetings in 1996. The Long-Term Compensation Subcommittee of the Performance
Committee recommends to the Long-Term Compensation Committee awards to be made
under the SCANA Performance Share Plan (the "Performance Share Plan").
LONG-TERM COMPENSATION COMMITTEE. The Long-Term Compensation Committee held
two meetings during 1996. The Long-Term Compensation Committee administers the
Performance Share Plan.
AUDIT COMMITTEE. The Audit Committee held four meetings during 1996. The
Audit Committee (1) meets periodically with the Company's internal auditors and
independent public accountants to discuss and evaluate the scope and results of
audits and the Company's accounting procedures and controls; (2) reviews the
Company's financial statements before submission to the Board for approval prior
to dissemination to stockholders, the public or regulating agencies; (3)
recommends to the Board (for appointment by the Board and ratification by the
stockholders) independent public accountants to be used by the Company; and (4)
maintains responsibility for the Company's Compliance Program.
NUCLEAR OVERSIGHT COMMITTEE. The Nuclear Oversight Committee held three
meetings in 1996. This committee (1) monitors the Company's nuclear operations;
(2) meets periodically with Company management to discuss and evaluate the
Company's nuclear operations, including regulatory matters, operating results,
training and other related topics; (3) participates in an annual meeting to
review overall past performance and future plans for nuclear operations; (4)
tours the plant and training facilities at least once a year; (5) on a periodic
basis reviews with the Institute of Nuclear Power Operations that organization's
appraisal of the Company's nuclear operations; and (6) periodically presents an
independent report to the Board of Directors on the status of the Company's
nuclear operations.
7
<PAGE>
COMPENSATION OF DIRECTORS
FEES. During 1996, directors who were not employees of the Company were
paid $17,600 annually for services rendered, plus $1,800 for each Board meeting
attended and $850 for attendance at a committee meeting which is not held on the
same day as a regular meeting of the Board. The fee for attendance at a
telephone conference meeting is $200. The fee for attendance at a conference is
$850. In addition, directors are paid, as part of their compensation, travel,
lodging and incidental expenses related to attendance at meetings and
conferences. The Board of Directors approved a Plan effective January 1, 1997
whereby non-employee directors receive on a quarterly basis, 41% of their
retainer in shares of the Company's Common Stock. The purpose of the Plan is to
promote the achievement of long-term objectives of the Company by linking the
personal interests of the non-employee directors to those of the Company's
shareholders by paying a portion of director compensation in stock. The Company
believes this linkage will further promote the achievement of its long-term
objectives.
Directors who are employees of the Company or its subsidiaries receive no
compensation for serving as directors or attending meetings.
DEFERRAL PLAN. The Company has a plan pursuant to which directors may defer
all or a portion of their fees paid to them in cash for services rendered and
meeting attendance. Interest is earned on the deferred amounts at a rate set by
the Performance Committee. During 1996 and currently, the rate is set at the
announced prime rate of Wachovia Bank of South Carolina. Mr. Cassels, Mr. Hagood
and Mr. Rhodes were the only directors participating in the plan during 1996.
Mr. Cassels became a participant in January 1994, Mr. Hagood in July 1996 and
Mr. Rhodes in July 1987, and interest credited to their deferral accounts during
1996 was $5,974, $378 and $22,497, respectively.
ENDOWMENT PLAN. Each director participates in the Directors' Endowment
Plan, which provides for the Company to make a tax deductible, charitable
contribution totaling $500,000 to institutions of higher education nominated by
the director. A portion is contributed upon retirement of the director and the
remainder upon the director's death. The plan is funded in part through
insurance on the lives of the directors. Designated in-state institutions of
higher education must be approved by the Chief Executive Officer of the Company.
Any out-of-state designation must be approved by the Performance Committee. The
designated institutions are reviewed on an annual basis by the Chief Executive
Officer to assure compliance with the intent of the program. The plan is
intended to reinforce the Company's commitment to quality higher education and
is intended to enhance the Company's ability to attract and retain qualified
board members.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, no officer, employee or former officer of the Company or any of
its subsidiaries served as a member of the Long-Term Compensation Committee or
the Performance Committee, except Mr. Gressette who served as a member of the
Performance Committee. Although Mr. Gressette was an ex-officio, nonvoting
member of the Performance Committee during 1996, he did not participate in any
of its decisions concerning executive officer compensation.
Since January 1, 1996, the Company has engaged in business transactions with
entities with which Mr. Chapman (Chairman of both the Performance Committee and
the Long-Term Compensation Committee), Mr. McMaster (a member of the Long-Term
Compensation Committee) and Mr. Rhodes (a member of the Performance Committee
and the Long-Term Compensation Committee) are executive officers.
Mr. Chapman is Chairman of NationsBank South, a division of NationsBank
Corporation. Since January 1, 1996, the Company has engaged in various
transactions in which affiliates of NationsBank Corporation acted as lender or
provider of lines of credit or credit support to the Company and its
subsidiaries. The amount paid during 1996 by the Company and its subsidiaries to
NationsBank Corporation affiliates on account of such transactions was
$1,034,320. In addition, during 1996 a NationsBank Corporation affiliate and a
Company subsidiary have engaged in options and futures transactions and forward
contracts relating to forecasted natural gas production. The amount paid during
1996 by the Company subsidiary to NationsBank Corporation affiliates on account
of such transactions was $10,814,458. It is anticipated that similar
transactions as described above will continue in the future.
Mr. McMaster is the President and Manager of Winnsboro Petroleum Company.
Purchases from Winnsboro Petroleum Company totaling $81,405 for petroleum
products were made during 1996 by the Company and its subsidiaries. It is
anticipated that similar transactions will continue in the future.
Mr. Rhodes is the Chairman and Chief Executive Officer of Rhodes Oil
Company. Purchases from Rhodes Oil Company totaling $80,059 for petroleum
products were made during 1996 by the Company and its subsidiaries. It is
anticipated that similar transactions will continue in the future.
8
<PAGE>
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E X E C U T I V E C O M P E N S A T I O N
The following table contains information with respect to compensation paid or
accrued during the years 1996, 1995 and 1994 to the Chief Executive Officer of
the Company, to each of the other four most highly compensated executive
officers of the Company during 1996 who were serving as executive officers of
the Company at the end of 1996 and to Bruce D. Kenyon, former President and
Chief Operating Officer, South Carolina Electric & Gas Company, who retired from
the Company on September 1, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
PAYOUTS
OTHER ANNUAL LTIP ALL OTHER
BONUS(1) COMPENSATION(2) PAYOUTS(3) COMPENSATION(4)
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
L. M. Gressette, Jr. 1996 483,952(5) 274,320 50,998 285,408 29,037
Chairman of the Board, 1995 449,246 197,500 65,779 390,156 26,955
Chief Executive Officer and 1994 416,609 0 2,255 173,375 24,996
Director -- SCANA Corporation
and its subsidiaries
W. B. Timmerman 1996 335,266 196,832 6,399 109,819 20,116
President, Chief Operating 1995 254,214 101,588 987 150,353 15,127
Officer 1994 235,099 19,725 5,524 70,751 14,106
and Director -- SCANA
Corporation
Max Earwood 1996 269,961 125,573 22,853 109,819 16,198
Vice Chairman -- South Carolina 1995 245,228 101,588 2,723 150,353 24,489
Pipeline Corporation 1994 234,897 65,750 21,514 56,747 13,822
A. H. Gibbes 1996 187,755 125,204 3,013 55,513 11,505
President -- South Carolina 1995 154,183 61,350 0 76,128 9,240
Pipeline Corporation 1994 128,674 0 5,066 38,249 7,720
J. L. Skolds 1996 215,708 114,099 2,453 55,513 12,943
President and Chief Operating 1995 176,156 74,151 54 76,128 10,569
Officer -- South Carolina 1994 156,731 0 4,215 38,249 9,404
Electric and Gas Company
B. D. Kenyon 1996 229,820 92,012 7,989 131,240 106,304
former President and Chief 1995 318,542 104,353 7,107 172,240 19,113
Operating Officer -- South 1994 313,581 96,768 10,638 81,619 18,815
Carolina
Electric and Gas Company and
former Director -- SCANA
Corporation
</TABLE>
(1) Payments under the annual Performance Incentive Plan described hereafter.
(2) For 1996, other annual compensation consists of life insurance premiums on
policies owned by named executive officers and payments to cover taxes on
benefits of $50,018 and $980 for Mr. Gressette; $4,201 and $2,198 for Mr.
Timmerman; $20,720 and $2,133 for Mr. Earwood; $2,795 and $218 for Mr.
Gibbes; $2,070 and $383 for Mr. Skolds; and $7,989 and $0 for Mr. Kenyon.
(3) Payments under the long-term Performance Share Plan described hereafter.
(4) All other compensation for all named executive officers consists of Company
contributions to defined contribution plans based on the funding formula
applicable to all Company employees and for Mr. Kenyon, 1996 early
retirement payments of $55,850,; and $36,665, representing the value of
certain property which was transferred to Mr. Kenyon upon his leaving the
Company. Mr. Kenyon will receive early retirement benefits of $13,962 per
month reduced by all amounts received under the Company's Retirement Plan,
his SERP or Social Security.
(5) Reflects actual salary paid in 1996. Base salary of $496,000, as referenced
on page 14, became effective in May of 1996.
9
<PAGE>
LONG-TERM INCENTIVE PLAN AWARD OPPORTUNITIES
The following table shows the target awards made in 1996 for potential
payment in 1999 under the long-term Performance Share Plan, and estimated future
payouts under that plan at threshold, target and maximum levels for the named
executive officers.
LONG-TERM INCENTIVE PLANS -- AWARDS
IN LAST FISCAL YEAR
TARGET AWARDS FOR 1996 TO BE PAID IN 1999
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER ESTIMATED FUTURE PAYOUTS UNDER
SHARES, PERIOD NON-STOCK PRICE-BASED PLANS
UNITS OR UNTIL ---------------------------------------
OTHER MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
<S> <C> <C> <C> <C> <C>
L. M. Gressette,
Jr. 8,340 1996 - 1998 1,297 3,243 4,865
W. B. Timmerman 6,150 1996 - 1998 2,460 6,150 9,225
Max Earwood 3,120 1996 - 1998 1,248 3,120 4,680
A. H. Gibbes 3,120 1996 - 1998 1,248 3,120 4,680
J. L. Skolds 2,340 1996 - 1998 936 2,340 3,510
B. D. Kenyon 3,920 1996 - 1998 348 871 1,307
</TABLE>
Payouts occur when the Company's Total Shareholder Return ("TSR") is in the
top two-thirds of the PSP Peer Group, and vary based on SCANA's ranking against
the peer group. Executives earn threshold payouts at the 33rd percentile of
three-year performance. Target payouts will be made at the 50th percentile of
three-year performance. Maximum payouts will be made when the TSR is at or above
the 75th percentile of the peer group. Payments will be made on a sliding scale
for performance between threshold and target and target and maximum. No payouts
will be earned if performance is at less than the 33rd percentile. Awards are
denominated in shares of SCANA Common Stock and may be paid in either stock or
cash or a combination of the two. Mr. Gressette's and Mr. Kenyon's estimated
future payouts will be reduced to reflect their retirements.
DEFINED BENEFIT PLANS
In addition to the qualified Retirement Plan for all employees, the Company
has Supplemental Executive Retirement Plans ("SERPs") for certain eligible
employees, including officers. A SERP is an unfunded plan which provides for
benefit payments in addition to those payable under a qualified retirement plan.
It maintains uniform application of the Retirement Plan benefit formula and
would provide, among other benefits, payment of Retirement Plan formula pension
benefits, if any, which exceed those payable under the Internal Revenue Code
("IRC") maximum benefit limitations.
The following table illustrates the estimated maximum annual benefits
payable upon retirement at normal retirement date under the Retirement Plan and
the SERPs.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL SERVICE YEARS
AVERAGE PAY 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$ 150,000 42,143 56,190 70,238 84,286 87,083
200,000 57,143 76,190 95,238 114,286 118,333
250,000 72,143 96,190 120,238 144,286 149,583
300,000 87,143 116,190 145,238 174,286 180,833
350,000 102,143 136,190 170,238 204,286 212,083
400,000 117,143 156,190 195,238 234,286 243,333
450,000 132,143 176,190 220,238 264,286 274,583
500,000 147,143 196,190 245,238 294,286 305,833
550,000 162,143 216,190 270,238 324,286 337,083
600,000 177,143 236,190 295,238 354,286 368,333
650,000 192,143 256,190 320,238 384,286 399,583
700,000 207,143 276,190 345,238 414,286 430,833
750,000 222,143 296,190 370,238 444,286 462,083
800,000 237,143 316,190 395,238 474,286 493,333
850,000 252,143 336,190 420,238 504,286 524,583
900,000 267,143 356,190 445,238 534,286 555,833
950,000 282,143 376,190 470,238 564,286 587,083
1,000,000 297,143 396,190 495,238 594,286 618,333
</TABLE>
10
<PAGE>
For all the named executive officers except Mr. Gressette, the compensation
shown in the column labeled "Salary" of the Summary Compensation Table is
covered by the Retirement Plan and/or a SERP. For Mr. Gressette, the
compensation shown in the columns labeled "Salary" and "Bonus" are covered by
the Retirement Plan and/or his SERP. As of December 31, 1996, Messrs. Gressette,
Timmerman, Earwood, Gibbes, Skolds and Kenyon had credited service under the
Retirement Plan (or its equivalent under the SERP) of 34, 18, 39, 15, 10 and 23
years, respectively. Benefits are computed based on a straight-life annuity with
an unreduced 60% surviving spouse benefit. The amounts in this table assume
continuation of the primary Social Security benefits in effect at January 1,
1997 and are not subject to any deduction for Social Security or other offset
amounts.
The Company also has a Key Employee Retention Program (the "Key Employee
Retention Program") covering officers and certain other executive employees that
provides supplemental retirement and/or death benefits for participants. Under
the program, each participant may elect to receive either a monthly retirement
benefit for 180 months upon retirement at or after age 65 equal to 25% of the
average monthly salary of the participant over his final 36 months of employment
prior to age 65, or an optional death benefit payable to a participant's
designated beneficiary monthly for 180 months, in an amount equal to 35% of the
average monthly salary of the participant over his final 36 months of employment
prior to age 65. In the event of the participant's death prior to age 65, the
Company will pay to the participant's designated beneficiary for 180 months, a
monthly benefit equal to 50% of such participant's base monthly salary in effect
at death.
All of the executive officers named in the Summary Compensation Table are
participating in the program. Mr. Gressette is now receiving annual benefits of
$113,855 under the program. In connection with his early retirement, the Company
agreed to begin Mr. Kenyon's payments under the program on September 1, 1996. He
will receive annual payments of $79,412 until September 1, 2011. The estimated
annual retirement benefits payable at age 65 based on projected eligible
compensation (assuming increases of 4% per year) to the other persons named in
the Summary Compensation Table are as follows: Mr. Timmerman -- $147,017; Mr.
Earwood -- $63,372; Mr. Gibbes -- $83,297; and Mr. Skolds -- $122,777.
TERMINATION, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
At its December 18, 1996 meeting, the Board of Directors of the Company
approved the SCANA Corporation Executive Benefit Plan Trust Agreement (the
"Trust"). The purpose of the Trust is to protect the deferred compensation
benefits of certain directors, executives and other key employees of the Company
in the event of a Change in Control (as defined in the Trust). Executive
officers named in the Summary Compensation Table participate in certain plans
and agreements listed below (the "Plans") covered by the Trust:
(1) SCANA Corporation Voluntary Deferral Plan
(2) SCANA Corporation Supplementary Voluntary Deferral Plan
(3) SCANA Corporation Key Executive Severance Benefits Plan
(4) SCANA Corporation Key Employee Retention Plan
(5) SCANA Corporation Supplemental Executive Retirement Plan
(6) South Carolina Electric & Gas Company Supplemental Executive Retirement
Plan
(7) Individual Supplemental Executive Retirement Plan Agreements
When a Potential Change in Control (as defined in the Trust) occurs, the
Company is required to pay into the Trust an amount equal to the sum of (i) 125%
of the estimated deferred compensation benefits payable under each Plan and (ii)
the estimated federal, state and local income taxes and excise taxes payable by
Plan participants on those benefits. Recalculations are required to be made at
least once every three months and funding adjusted appropriately. The Trust
provides for lump sum distributions to be made to Plan participants within 30
business days following written notification to the Trustee that a Change in
Control has occurred.
11
<PAGE>
REPORT OF THE MANAGEMENT DEVELOPMENT AND CORPORATE PERFORMANCE COMMITTEE
AND THE LONG-TERM COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
SCANA Corporation's executive compensation program is designed to support the
Company's overall objective of creating shareholder value. This is accomplished
through the following:
- Hiring and retaining the calibre of executive talent needed to manage the
Company today and to position it for the future.
- Having a pay-for-performance philosophy throughout the Company that links
rewards to overall corporate results, as well as specific business unit
results.
- Placing a substantial portion of pay for senior executives "at-risk", and
closely aligning the interests of the executives with the long-term
interests of the shareholders through the Performance Share Plan.
- Balancing the elements of the compensation program to reflect
appropriately the Company's financial, customer-oriented and strategic
goals.
We believe the program plays a vital role in keeping our executives focused
on enhancing shareholder value.
A description of the components of the Company's executive compensation
program follows. Following that is a discussion of the compensation paid or
accrued in 1996 to the Company's Chief Executive Officer.
ELEMENTS OF THE PROGRAM
Executive compensation consists primarily of three key components: base
salary, short-term incentive compensation ("Performance Incentive Plan") and
long-term incentive compensation ("Performance Share Plan").
Compensation levels for these components are established annually based on a
comparison to the market which consists of utilities of varying sizes in varying
geographic locations (both in adjacent states as well as throughout the United
States) and smaller telecommunications companies. Results are adjusted through
regression analysis to account for differences in company size. Approximately
75% of the "market" companies are included in the Performance Share Plan Peer
Group ("PSP Peer Group") shown in the Performance Graph on page 16. The Company
believes that its most direct competitors for executive talent are not
necessarily all the companies included in the PSP Peer Group.
For 1996, compensation levels for all components of executive compensation
were slightly below the market median. At the end of 1995, these Committees
adopted a philosophy of moving targets to competitive levels (market median)
over the next several years. The Committees believe this is necessary with the
increasingly competitive nature of the utility industry in order to attract and
retain a highly competent executive team.
The following paragraphs describe in more detail each element of the
Company's compensation program for executive officers. In determining each
component of compensation, all elements of the compensation package, including
severance plans, insurance and other benefits, are considered.
BASE SALARIES
Executive salaries are reviewed annually by the Performance Committee.
Adjustments may be made on the basis of subjective assessment of individual
performance, relative levels of responsibility, prior experience, breadth of
knowledge and changes in market pay practices. For 1996, base salaries for
officers were slightly below the median of the market comparator group described
above.
ANNUAL PERFORMANCE INCENTIVE PLANS
The Company has annual performance incentive plans for officers of SCANA and
its subsidiaries. The plans promote the Company's pay-for-performance
philosophy, as well as its goal of having a meaningful amount of executive pay
"at-risk". Through these plans, financial incentives are provided in the form of
annual cash bonuses.
Executives eligible for these plans are assigned threshold, target and
maximum bonus levels as a percentage of salary level. Bonuses earned are based
on the level of the preestablished goals achieved. Award payouts may increase to
a maximum of 1.5 times target if performance exceeds the goals established.
Award payouts may decrease, generally to a minimum of one-half the target-level
awards, if performance is below targeted goals. Awards earned based on the
achievement of preestablished goals may nonetheless be decreased to zero, if the
Performance Committee in its discretion determines that actual results do not
warrant the levels of payouts otherwise earned.
The various annual plans in which officers of SCANA and its subsidiaries
participate place their major emphasis on achieving profitability targets, with
the remaining emphasis focused upon meeting annual business objectives relating
to efficiency, quality of service, customer satisfaction and progress toward the
Company's strategic objectives for SCANA and its various business units. These
plans also allow for an adjustment of an award based upon a subjective
evaluation of individual performance. Each award may be increased or decreased
by no more than 20% based on this evaluation.
12
<PAGE>
For 1996, the specific measures in each plan for the officers included in
the Summary Compensation Table on page 9 are described below. The relationship
of performance to payouts for the officers in each plan also is discussed.
- 1996 awards for officers of SCANA were based on two performance
categories. Seventy-five percent of the total 1996 target award was based
on SCANA earnings per share ("EPS") goals, a numerically measurable
target. An additional 25% was tied to the achievement of numerically
measurable goals in the SCANA employee plan, which related to cost
reduction, wellness and employee training.
For 1996, SCANA's EPS and the SCANA employee plan results were above the
goals established which resulted in the achievement of 120% of target.
After the adjustment for individual performance by the corporate officers,
payouts ranged from 120% to 144% of the target award.
- 1996 awards for officers of South Carolina Electric & Gas Company
("SCE&G") were based on two performance categories: SCANA and SCE&G EPS
and annual business objectives (activities that focus on improvements in
various areas including existing operating procedures, quality of service
and product and human resources matters). The weighting of the individual
components for 1996 was EPS 75% and annual business objectives 25%. For
1996, and after the adjustment for individual performance, payouts ranged
from 117% to 140% of the target award.
- Awards under the plan for South Carolina Pipeline Corporation ("SCPC")
officers for 1996 were based on EPS 75% and annual business objectives
related to operating and maintenance cost reduction 25%. For 1996, and
after the adjustment for individual performance, payouts ranged from 123%
to 150% of the target award.
LONG-TERM PERFORMANCE SHARE PLAN
The Company's Performance Share Plan for officers of SCANA and its
subsidiaries measures the Company's Total Shareholder Return ("TSR") relative to
a group of peer companies over a three-year period. The PSP Peer Group includes
94 electric and gas utilities, none of which have annual revenues of less than
$100 million.
TSR is stock price increase over the three-year period, plus cash dividends
paid during the period, divided by stock price as of the beginning of the
period. Comparing the Company's TSR to the TSR of a large group of other
utilities reflects the Company's recognition that investors could have invested
their funds in other utility companies and measures how well SCANA did when
compared to others operating in similar interest, tax, economic and regulatory
environments.
Executives eligible to participate in the Performance Share Plan are
assigned target award opportunities at the beginning of each three year period
based primarily on their salary level. In determining award sizes, levels of
responsibilities and competitive practices also are considered. Awards under
this plan represent a significant portion of executives "at-risk" compensation.
To provide additional incentive for executives, and to ensure that executives
are only rewarded when shareholders gain, actual payouts may exceed the median
of the market when performance is above the 50th percentile of the peer group.
For lesser performance, awards will be at or below the market median.
Payouts occur when the Company's TSR is in the top two-thirds of the PSP
Peer Group, and vary based on SCANA's ranking against the peer group. Executives
earn threshold payouts of 0.4 times target at the 33rd percentile of three-year
performance. Target payouts will be made at the 50th percentile of three-year
performance. Maximum payouts will be made at 1.5 times target when SCANA's TSR
is at or above the 75th percentile of the peer group. No payouts will be earned
if performance is at less than the 33rd percentile. Awards are denominated in
shares of SCANA Common Stock and may be paid in either stock, cash or a
combination of stock and cash.
For the three-year period from 1994 through 1996, SCANA's TSR was at the
69th percentile of the PSP Peer Group. This resulted in payouts at 138% of
target shares awarded to be paid in a combination of stock and cash.
CONCLUSION
The combination of base salary, the annual Performance Incentive Plans and
the long-term Performance Share Plan provides an opportunity to bring an
officer's compensation in total to the median market level. These three elements
of executive compensation are intended to provide increased motivation for
executives to contribute to the Company's overall future success, thus enhancing
the value of the Company for the shareholders' benefit, as well as to attract
and retain highly qualified executives.
13
<PAGE>
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
Enacted in 1993, Section 162(m) of the Internal Revenue Code generally
limits to $1 million the corporate deduction for compensation paid to executive
officers named in the Proxy Statement, unless certain requirements are met. All
amounts paid to the named executive officers with respect to 1996 as shown in
the Salary, Bonus, Other Annual Compensation and All Other Compensation columns
of the Summary Compensation Table will be deducted by the Company on its 1996
income tax return. Amounts paid in 1997 to the named executive officers with
respect to the 1994-1996 performance period under the PSP, as shown in the
Long-Term Compensation column of the Summary Compensation Table, will be
deducted by the Company on its 1997 tax return. It is the policy of the Company
to take such actions with respect to the executive compensation program as (and
when) necessary to preserve the corporate tax deduction for executive
compensation paid.
COMPENSATION OF CHIEF EXECUTIVE OFFICER IN 1996
In 1996, the compensation of the Company's Chief Executive Officer, Mr.
Gressette, consisted of the following:
- Base salary of $496,000 which was derived by reference to executive pay
for the market comparator group as described above. This amount
approximates the median base salary for the market. Mr. Gressette's salary
increase of $36,000 from 1995 to 1996 was based on external pay practices,
as well as the Performance Committee's subjective assessment of his
overall performance during the preceding year, the duties and
responsibilities of his position, his tenure and general corporate
financial results (as opposed to specific measures). Because this
determination was subjective, no one individual or corporate factor was
assigned a particular weighting by the Performance Committee.
- For the year 1996, Mr. Gressette's annual Performance Incentive Plan
target award was 40% of the salary level for his position. Mr. Gressette's
1996 award was based on three factors: SCANA's EPS, the achievement of
numerically measured goals in the SCANA employee plan and the Committee's
subjective assessment of his individual performance. Performance in these
factors resulted in a payout of 144% of target for Mr. Gressette.
- In 1996, Mr. Gressette's long-term Performance Share Plan target award for
the period 1996 through 1998 was set at 50% of the salary level for his
position. This resulted in a target award of 8,340 performance shares. The
50% was determined by the Long-Term Compensation Committee based on Mr.
Gressette's salary and level of responsibility and competitive practices.
As discussed above, SCANA's TSR results relative to the PSP Peer Group for
the 1994-1996 performance period were at the 69th percentile ranking,
resulting in an award payout at 138% of target. Therefore, Mr. Gressette
received a payout equal to 138% of the 6,860 performance shares granted to
him in 1994 which equaled 9,467 shares. The award is being paid in shares
except to the extent of withholdings.
The 1996 awards under the Performance Share Plan were made by the Long-Term
Compensation Committee, composed entirely of non-employee directors. Mr.
Gressette did not participate in its decisions, nor did he participate in the
Performance Committee's decisions concerning executive compensation.
<TABLE>
<CAPTION>
THE MANAGEMENT DEVELOPMENT AND THE LONG-TERM
CORPORATE PERFORMANCE COMMITTEE COMPENSATION COMMITTEE
<S> <C>
H. M. Chapman, Chairman H. M. Chapman, Chairman
B. L. Amick B. L. Amick
W. T. Cassels, Jr. W. B. Bookhart, Jr.
Henry Ponder W. T. Cassels, Jr.
J. B. Rhodes J. B. Edwards
E. T. Freeman
B. A. Hagood
F. C. McMaster
Henry Ponder
J. B. Rhodes
</TABLE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate by reference future
filings, including this Proxy Statement, in whole or in part, the foregoing
report and the Performance Graph on page 16 shall not be incorporated by
reference into any such filings.
14
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return of
the Company assuming reinvestment of dividends with that of the PSP Peer Group,
the S&P Utilities and the S&P 500. The PSP Peer Group was chosen for comparison
since the Company's TSR is measured against this group to determine awards which
are paid under the Performance Share Plan. This group consists of 94 utilities
which are either electric, gas or a combination of both. The Peer Group was
adjusted from last year to reflect that MidAmerican Energy Company changed its
name to MidAmerican Energy Holdings. The PSP Peer Group index was prepared by
Hewitt Associates, a compensation and benefits consulting company, and was
approved by the Performance Committee. The index consists of the following
companies:
Allegheny Power System, Inc.
American Electric Power Co., Inc.
Atlantic Energy, Inc.
Baltimore Gas & Electric Co.
Bangor Hydro-Electric Co.
Black Hills Corp.
Boston Edison Co.
Carolina Power & Light Co.
Centerior Energy Corp.
Central Hudson Gas & Electric Corp.
Central Louisiana Electric Co., Inc.
Central Maine Power Co.
Central Vermont Public Service Corp.
Central & South West Corp.
Cilcorp, Inc.
CINergy Corp.
CIPSCO, Inc.
Citizens Utilities Co.
CMS Energy Corp.
Commonwealth Energy System
Consolidated Edison Co. of NY, Inc.
Delmarva Power & Light Co.
Dominion Resources, Inc.
DPL, Inc.
DQE, Inc.
DTE Energy Co.
Duke Power Co.
Eastern Utilities Associates
El Paso Electric Co.
Empire District Electric Co.
Entergy Corp.
Florida Progress Corp.
FPL Group, Inc.
General Public Utilities Corp.
Green Mountain Power Corp.
Hawaiian Electric Industries, Inc.
Houston Industries, Inc.
Idaho Power Co.
IES Industries, Inc.
Illinova Corp.
Interstate Power Co.
IPALCO Enterprises, Inc.
Kansas City Power & Light Co.
KU Energy Corp.
LG&E Energy Corp.
Long Island Lighting Co.
Madison Gas & Electric Co.
MidAmerican Energy Holdings
Minnesota Power & Light Co.
Montana Power Co.
Nevada Power Co.
New England Electric System
New York State Electric & Gas Corp.
Niagara Mohawk Power Corp.
NIPSCO Industries, Inc.
Northeast Utilities
Northern States Power Co.
Northwestern Public Service Co.
Ohio Edison Co.
Oklahoma Gas & Electric Co.
Orange & Rockland Utilities, Inc.
Otter Tail Power Co.
Pacific Gas & Electric Co.
Pacificorp
PECO Energy Corp.
PP&L Resources, Inc.
Pinnacle West Capital Corp.
Portland General Corp.
Potomac Electric Power Co.
Public Service Co. of New Mexico
Public Service Co. of Colorado
Public Service Enterprise Group, Inc.
Puget Sound Power & Light Co.
Rochester Gas & Electric Co.
San Diego Gas & Electric Co.
SCEcorp, Inc.
Sierra Pacific Resources
SIGCORP, Inc.
Southern Company
Southwestern Public Service Co.
TECO Energy, Inc.
Texas Utilities Co.
TNP Enterprises, Inc.
Tucson Electric Power Co.
Unicom Corp.
Union Electric Co.
United Illuminating Co.
UNITIL Corp.
Utilicorp United, Inc.
Washington Water Power Co.
Western Resources, Inc.
Wisconsin Energy Corp.
WPL Holding, Inc.
WPS Resources Corp.
15
<PAGE>
SCANA CORPORATION
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
SCANA CORPORATION, PERFORMANCE SHARE PLAN PEER GROUP,
S&P UTILITIES AND S&P 500
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
SCANA CORP. PSP PEER GROUP S&P UTILITIES S&P 500
<S> <C> <C> <C> <C>
1/1/92 $100 $100 $100 $100
1/1/93 98 107 108 108
1/1/94 127 120 124 118
1/1/95 115 105 114 120
1/1/96 165 137 161 165
1/1/97 163 139 166 203
</TABLE>
- ------------------------
Assumes $100 invested on January 1, 1992, in SCANA Corporation Common Stock, PSP
Peer Group and S&P Indexes.
*Total return assumes reinvestment of dividends.
16
<PAGE>
- --------------------------------------------------------------------------------
A P P R O V A L O F R E C O M M E N D A T I O N W I T H R E S P E C T
T O A P P O I N T M E N T O F I N D E P E N D E N T P U B L I C
A C C O U N T A N T S -- P R O P O S A L 2
Action is to be taken at the Annual Meeting with respect to the
recommendation of the Company's Board of Directors that Deloitte & Touche LLP be
appointed as independent public accountants to audit the books of the Company
for the year ending December 31, 1997. Deloitte & Touche LLP has been regularly
employed by the Company for many years to examine its books and accounts and for
other purposes, for which services their customary fees have been paid.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting and will have an opportunity to make such statements as they may
desire. Such representatives are expected to be available to respond to
appropriate questions from stockholders.
The accompanying proxy, unless you specify otherwise thereon, will be voted
for the appointment of Deloitte & Touche LLP as independent public accountants.
The appointment of the accountants will be approved if a majority of the shares
represented at the meeting vote in favor of the appointment. Abstentions will be
counted in determining the presence of a quorum. Consequently, in determining
whether the appointment of the independent public accountants is approved, an
abstention will have the same effect as a negative vote.
- --------------------------------------------------------------------------------
O T H E R I N F O R M A T I O N
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial and periodic reports of ownership
with the Securities and Exchange Commission and the New York Stock Exchange.
Executive officers, directors and greater than 10% beneficial owners are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms and amendments thereto they file.
Based solely on a review of the copies of such forms and amendments
furnished to the Company and written representations from the executive officers
and directors, the Company believes that during 1996 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with except that one report covering one
transaction was filed late by Elaine T. Freeman.
SUBMISSION DATE FOR STOCKHOLDER PROPOSALS
FOR 1998 ANNUAL MEETING
In order to be presented at the Company's 1998 Annual Meeting of
Stockholders, a stockholder proposal must be received at the principal office of
the Company, 1426 Main Street, Columbia, South Carolina 29201, by Monday,
November 7, 1997.
GENERAL
As of the date of this Proxy Statement, the Board of Directors does not know
of any other matter which will come before the meeting. In the event that any
other matter legally comes before the meeting, the persons named in the
accompanying form of Proxy intend to vote all proxies in accordance with their
judgment on such matter.
Shares represented at the Annual Meeting by properly executed and dated
proxies in the accompanying form will be voted and, where the stockholder
specifies by means of the ballot set forth in the form of Proxy a choice with
respect to any matter to be acted upon, the shares will be voted in accordance
with the specification so made.
17
<PAGE>
The cost of soliciting proxies relating to the Annual Meeting will be borne
by the Company. Directors, officers and employees of the Company may solicit
proxies from the larger stockholders, which solicitation may be made by
telephone, telegram or personal interview. In addition, upon the request of
brokers, dealers, banks and voting trustees and their nominees, who are holders
of record of shares of the Company's Common Stock on the record date referred to
above, the Company will pay their reasonable expenses for completing the mailing
of copies of this Notice of Meeting and Proxy Statement and of the enclosed form
of Proxy to the beneficial owners of such shares of Common Stock. The Company
has retained Georgeson & Company, Wall Street Plaza, New York, New York 10005,
to assist in the solicitation of proxies from brokers, dealers, banks and voting
trustees and their nominees, at a fee of $9,500 plus reasonable out-of-pocket
expenses.
SCANA CORPORATION
/s/ Lynn M. Williams
Lynn M. Williams
Secretary
MARCH 17, 1997
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW
18
<PAGE>
PLEASE MARK VOTES /X/
VOTING INSTRUCTIONS FOR PROPOSAL 1
To vote for all nominees, mark the "For" box. To withhold voting for all
nominees, mark the "Withhold" box. To withhold voting for a particular nominee,
mark the "For All Except" box and enter the name(s) of the exception(s) in the
space provided; your shares will be voted for the remaining nominees.
THE DIRECTORS RECOMMEND A VOTE "FOR" THE ELECTION AS DIRECTORS OF ALL NOMINEES
AND "FOR" PROPOSAL 2
<TABLE>
<CAPTION>
For Withhold For All Except *
<S> <C> <C> <C>
1. Election of All Class I Nominees Listed Below--Term Expires 2000 / / / / / /
Lynne M. Miller, William B. Timmerman
<CAPTION>
* Exceptions: For Against Abstain
<S> <C> <C> <C>
2. Approval of Appointment of Independent Accountants / / / / / /
</TABLE>
Please sign, date and mail this card promptly in the postage prepaid return
envelope provided. If stock is held in the name of joint holders, each should
sign. If signing as a trustee, executor, etc., please so indicate.
Dated ___________________________ , 1997
Sign here X___________________________
exactly as name(s) appears on this
card.
X___________________________
IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
"FOR" THE ELECTION
AS DIRECTORS OF ALL NOMINEES AND "FOR" PROPOSAL 2 ABOVE.
<PAGE>
FORM OF PROXY
SCANA CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints W. B. Timmerman and K. B. Marsh, or either
of them, as proxies with full power of substitution, to vote all shares of
Common Stock standing in the undersigned's name on the books of the Company, at
the Annual Meeting of Stockholders on April 24, 1997 and at any adjournment
thereof, as instructed on the reverse hereof and IN THEIR DISCRETION upon all
other matters which may properly be presented for consideration at said meeting.
1. To elect the nominees listed on the reverse as directors for the terms
specified (Proxy Statement page 2).
2. To approve the appointment of Deloitte & Touche LLP as independent
accountants for the Company (Proxy Statement page 17).
