Registration Statement No. 333-18149
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
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 217,217 shares of Common
Stock previously registered in Registration Statement No. 33-50571, for which
a filing fee of $3,424 was remitted to the Commission at the time of its
registration.
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2,717,217 SHARES
SCANA CORPORATION
COLUMBIA, SC 29218
TELEPHONE: 1-800-763-5891
NYSE: SCG
Internet address: http://www.scana.com/
COMMON STOCK
SCANA INVESTOR PLUS PLAN
PROSPECTUS
January , 1997
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 3 Plan Features -
Frequently Asked Questions
Page 4 Who Runs the Plan
SCANA Telephone Numbers And Mailing Address
Who Pays the Plan's Costs
How to Enroll in the Plan
Page 5 Cash Payments
Page 6 Dates When Shares are Purchased
Summary of Important Dates
Price of Purchased Shares
Page 7 Plan Statements
How to Obtain Share Certificates
Sale of Shares
Page 8 Transfer of Shares
Changing Your Enrollment Status or Terminating
Participation
Page 9 Death of a Plan Participant
Tax Consequences of Plan Participation
Stock Splits, Stock Dividends and Rights Offerings
Voting Rights
Liability Limitation
Page 10 Changes to the Plan
Acceptance of Terms and Conditions of the Plan
by Participants
Description of SCANA
Use of Proceeds
Experts
Legal Matters
Available Information
Page 11 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. 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 ("SCE&G") stockholder? $250
(3) What are our minimum and maximum cash payments? Our minimum is $25
per payment and our maximum is $100,000 in a calendar year.
(4) How is the price of purchased shares determined? For shares purchased
on the open market, the price of your shares will be the weighted
average price of all shares purchased for that investment day (1st or
15th). This will include any brokerage commission and/or taxes and
service charges. 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.
Beginning on February 1, 1997 shares will be purchased on the open
market. The commission charge will be $.06 per share.
(5) Will the Plan return to purchasing shares directly from SCANA? It
may. However, the Plan may not change from open market to direct
purchase more than once in any three month period.
(6) How often are shares purchased by the Plan? The Plan invests in
shares twice a month - usually on the 1st and 15th. All cash received
at least two business days prior to an investment date and all
reinvested dividends are sent to the Plan's custodian (currently
Merrill Lynch) on the investment date. The Plan has no control over
the date on which the custodian purchases shares on the open market.
When shares are purchased directly from SCANA the custodian purchases
the shares on the date the funds are received by the custodian. We
have schedules of the due dates and we will send one to you upon
request.
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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 fees other than purchase and
sale commissions 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 AND MAILING ADDRESS
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. You
will pay a brokerage commission when the Plan shares are
purchased by the custodian on the open market. When 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.
HOW TO ENROLL IN THE PLAN
If you are already a stockholder of SCANA or 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 SCE&G 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
deposit. (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 dividend 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
SCE&G 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 investment 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 investment
date.
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
Investment Dates: 1st and 15th of every month
We send cash to the custodian 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 investment date. If you
would like to have a list of the payment due dates and investment
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 investments
are made on the first of the month. The Plan has no control over
the dates on which the custodian purchases shares on the open
market. When shares are purchased directly from SCANA the
custodian purchases the shares on the date the funds are received
by the custodian.
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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.
Investment Dates We invest twice monthly - generally
on the 1st and 15th
Payment Due Date Two full business days prior to
investment date.
Sale Dates We sell shares at least once every
week.
PRICE OF PURCHASED SHARES
The price of shares purchased on the open market will be the
weighted average of the prices, including any brokerage
commission and applicable taxes, for all shares purchased for the
Plan for each investment date.
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.
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.
We allocate shares to three decimal places, so be aware that
there will always be a partial share in your Plan 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 investments 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 custodian
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 dividend 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 dividend 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 dividend 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,
SCE&G, 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 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
If shares of common stock are purchased directly from SCANA
the net proceeds will be used for general corporate purposes.
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 15, 1996, Mr. Arthur beneficially owned 3,700.482 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.
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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 Pre-Effective Amendment No. 1 to the Registration Statement (File
number 333-18149) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, State of South
Carolina, on January 10, 1997.
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
Pre-Effective Amendment No. 1 to Registration Statement No. 333-18149
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: January 10, 1997
(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: January 10, 1997
(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: January 10, 1997
Directors who did not sign:
None
19
<PAGE>
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 (Exhibit 4-B to
Registration Statement No. 333-18149) . . . . . . . . #
(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. (Previously filed)
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 (Previously filed)
(b) Consent of H. T. Arthur (Included in Exhibit 5)
24. Power of Attorney (Previously filed)
25. Statement of Eligibility of Trustee
Not Applicable
26. Invitation for Competitive Bids
Not Applicable
# Incorporated herein by reference as indicated.
20
<PAGE>
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
