Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCANA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
South Carolina
(State or Other Jurisdiction of Incorporation or Organization)
57-0784499
(I.R.S. Employer Identification No.)
1426 Main Street Columbia, South Carolina 29201 (803) 217-9000
(Address, Including Zip Code and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
H.T. Arthur, II, Senior Vice President, General Counsel and
Assistant Secretary,
1426 Main St., Columbia, SC 29201 (803) 217-8547
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
With copies to:
John W. Currie, Esq. Kevin Stacey, Esq.
McNair Law Firm, P.A. Thelen Reid & Priest LLP
1301 Gervais Street - 17th Floor 40 West 57th Street
Columbia, South Carolina 29201 New York, New York 20019
(803) 376-2272 (212) 603-2000
Approximate date of commencement of proposed sale to the public:
After the effective date of the Registration Statement, as
determined by market conditions and other factors.
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. [ ]
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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 effective 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 the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to be to be Offering Aggregate Registration
Registered Registered Price Offering Fee
Per Unit* Price*
Medium Term Notes $200,000,000 100% $200,000,000 $59,000
* Determined solely for the purpose of calculating the registration
fee.
NOTE: A fee of $50,000 was previously paid in connection with
Registration Statement No. 33-55861. Of the Debt Securities
registered under Registration Statement No. 33-55861, $115,000,000
principal amount is being carried forward, for which the associated
filing fee was $23,000.
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 included in this
Registration Statement includes $115,000,000 principal amount Debt
Securities previously registered under Registration Statement No.
33-55861.
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SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1998
Prospectus
$315,000,000
SCANA Corporation
Medium-Term Notes
Due From Nine Months to Thirty Years From Date of Issue
SCANA Corporation (the "Company") may from time to time offer its
Medium-Term Notes (the "Notes"), in an aggregate principal amount
of up to $315,000,000. The Notes will be offered at varying
maturities from nine months to thirty years from their dates of
issue and may be subject to redemption at the option of the Company
or repayment at the option of the holder prior to maturity. The
Notes will be designated as to series as set forth in the
applicable Pricing Supplement. Each Note will bear interest at a
fixed rate (a "Fixed Rate Note"), or at a floating rate (a
"Floating Rate Note") determined by reference to the Commercial
Paper Rate, LIBOR, the Treasury Rate or any other Base Rate set
forth in the applicable Pricing Supplement, as adjusted by the
Spread or Spread Multiplier (as each of such terms is hereinafter
defined), if any, applicable to such Note. See "Description of
Medium-Term Notes."
Each Note will be represented by either a global security (a "Book-
Entry Note") registered in the name of the nominee of The
Depository Trust Company or other depositary (a "Depositary"), or
a certificate issued in definitive form (a "Certificated Note"), as
set forth in the applicable Pricing Supplement. Interests in Book-
Entry Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants.
The Notes will be issued in denominations of $1,000 and integral
multiples of $1,000 in excess thereof.
Unless otherwise indicated in the applicable Pricing Supplement,
interest on each Fixed Rate Note will accrue from the date of issue
and will be payable semi-annually on each April 1 and October 1 and
at maturity, and interest on each Floating Rate Note will accrue
from its date of issue and will be payable monthly, quarterly,
semi-annually or annually, as set forth in the applicable Pricing
Supplement, and at maturity.
Any applicable interest rate or interest rate formula, the issue
price, the maturity, any interest payment dates, any redemption
provisions, any repayment provisions and any other terms for each
Note, and whether such Note will be a Book-Entry Note or a
Certificated Note, will be established at the time of issuance of
such Note and set forth therein and in the applicable Pricing
Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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Price to Agents' Proceeds to
Public(1) Commission(2) the Company(2)(3)
Per Note 100.000% .125% - .750% 99.875% - 99.250%
Total $315,000,000 $393,750 - $2,362,500 $314,606,250 - $312,637,500
(1) The Notes will be sold at 100% of their principal amount
except as may be provided in the applicable Pricing Supplement.
However, Notes will not be sold at a discount which constitutes
"original issue discount" under the Internal Revenue Code of 1986,
as amended.
(2) The Company will pay a commission to PaineWebber Incorporated,
Credit Suisse First Boston Corporation or NationsBanc Montgomery
Securities LLC, each as Agent (collectively, the "Agents"), in the
form of a discount, ranging from .125% to .750%, depending upon the
maturity of the Note, of the principal amount of any Note sold
through such Agent. The Company may also sell Notes to any Agent
at a discount for resale to one or more investors or other
purchasers at varying prices related to prevailing market prices at
the time of resale, as determined by such Agent.
(3) Before deducting other expenses payable by the Company
estimated to be $194,000, including reimbursement of certain of the
Agents' expenses.
The Notes are being offered on a continuous basis by the Company
through the Agents, each of which has agreed to use its reasonable
efforts to solicit offers to purchase the Notes. The Notes may
also be sold by the Company to an Agent at a discount for resale to
one or more investors or other purchasers at varying prices related
to prevailing market prices at the time of resale, as determined by
such Agent. The Company may also sell the Notes directly to
investors in those jurisdictions where it is authorized to do so or
to or through other agents. The name of any such other agent and
any applicable commission or discount will be set forth in the
applicable Pricing Supplement. Unless otherwise specified in the
applicable Pricing Supplement, the Notes will not be listed on any
securities exchange, and there can be no assurance that all of the
Notes offered will be sold or that there will be a secondary market
for the Notes. The Company reserves the right to withdraw, cancel
or modify the offer made hereby without notice. The Company or an
agent, if it should solicit the offer on an agency basis, may
reject any offer to purchase Notes in whole or in part. See "Plan
of Distribution."
PaineWebber Incorporated
Credit Suisse First Boston
NationsBanc Montgomery Securities LLC
The date of this Prospectus is October __, 1998.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers be accepted prior to the
time the registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation of any
offer to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such State.
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Certain persons participating in this offering may engage in
transactions that stabilize, maintain or otherwise affect the price
of the Notes, including over-allotment, stabilizing and short
covering transactions in the Notes, and the imposition of a penalty
bid, in connection with an offering. For a description of these
activities, see "Plan of Distribution."
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements, and
other information filed by the Company may be inspected and copied
at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
the Commission's regional offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies
of such material can also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a web site on the Internet that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission, and such
web site is located at http://www.sec.gov. The Company's common
stock, without par value (the "Common Stock"), is listed for
trading on the New York Stock Exchange. Reports, proxy and
information statements, and other information concerning the
Company may also be inspected at the offices of such Exchange, 20
Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the
Commission by the Company pursuant to the Exchange Act (File No. 1-
8809), are incorporated herein by reference:
(a) Annual Report of the Company on Form 10-K for the year
ended December 31, 1997, as amended.
(b) Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering or
offerings made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above
that have been incorporated by reference in this Prospectus, other
than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents.
Written or telephonic requests for such copies should be directed
to H. John Winn, III, Manager-Investor Relations and Shareholder
Services, SCANA Corporation, Columbia, South Carolina 29218,
telephone number (803) 217-9240.
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THE COMPANY
The Company is an energy-based holding company which, through
its subsidiaries, engages principally in electric and natural gas
utility operations and other energy-related businesses. The
Company, a South Carolina corporation having general business
powers, was incorporated on October 10, 1984 and is a public
utility holding company within the meaning of the Public Utility
Holding Company Act of 1935, as amended, but is presently exempt
from registration under such Act.
The principal executive offices of the Company are located at
1426 Main Street, Columbia, South Carolina 29201, telephone (803)
217-9000, and its mailing address is Columbia, South Carolina
29218.
Regulated Businesses
The Company's regulated subsidiaries, including South Carolina
Electric & Gas Company ("SCE&G"), South Carolina Generating
Company, Inc. ("GENCO") and South Carolina Pipeline Corporation
("Pipeline Corporation"), are engaged in the generation,
transmission, distribution and sale of electricity, the purchase,
transmission, distribution and sale at wholesale and retail of
natural gas and the provision of urban bus service, in various
areas of South Carolina. These subsidiaries own most of the
Company's consolidated assets and, in 1997, contributed most of its
consolidated net income.
Nonregulated Businesses
The Company's other subsidiaries are engaged in the businesses
of (i) marketing natural gas and light hydrocarbons, (ii)
producing, storing, distributing and selling propane, (iii)
providing fiber optic, video and radio communications, (iv)
investing in telecommunications companies, (v) providing energy and
security-related products and services to residential customers,
and (vi) power plant management and maintenance services.
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<TABLE>
SUMMARY FINANCIAL AND OPERATING INFORMATION
(Millions of Dollars Except Per Share Amounts)
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Six Months Ended Twelve Months Ended
June 30, December 31,
1998 1997 1997 1996 1995
Statement of Income Data
Operating Revenues:
Electric ..................... $569 $500 $1,103 $1,107 $1,006
Gas........................... 224 216 419 403 343
Transit....................... 1 - 1 3 4
Total Operating Revenues.... 794 717 1,523 1,513 1,353
Operating Expenses.............. 629 575 1,209 1,199 1,065
Operating Income................ 165 142 314 314 288
Other Income.................... 6 10 38 29 8
Net Income...................... $106 $ 87 $ 221 $ 215 $ 168
Earnings Per Weighted Average
Common Share.................. $1.00 $.81 $ 2.06 $ 2.05 $ 1.70
Dividends Declared Per
Common Share.................. $.77 $.755 $1.57 $1.47 $1.44
Weighted Average Common
Shares Outstanding (Millions). 106.8 106.8 107.1 105.1 99.0
Electric Territorial Sales
(Gigawatt Hours)............... 9,135 8,323 17,968 18,010 17,583
</TABLE>
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of consolidated
earnings to fixed charges for the Company for the five years ended
December 31, 1997 and for the six months ended June 30, 1998. For
purposes of calculating the ratio, earnings consist of the sum of
(i) net income, (ii) the provision for income taxes and (iii) fixed
charges exclusive of interest capitalized. Fixed charges consist
of (i) interest expense, whether expensed or capitalized, (ii)
amortization of deferred loan costs, whether expensed or
capitalized, and (iii) one-third of net rental expense, which is
deemed to be representative of an interest factor.
Six Months Year Ended December 31,
Ended June 30, 1998 1997 1996 1995 1994 1993
3.74 3.65 3.60 3.00 2.55 3.38
USE OF PROCEEDS
The proceeds from the sale of the Notes may be used to fund
business activities in nonutility subsidiaries, to reduce short-
term debt incurred in connection therewith or for general corporate
purposes.
DESCRIPTION OF THE MEDIUM-TERM NOTES
The Notes will be issued as debt securities ("Debt
Securities") under an Indenture dated as of November 1, 1989 (the
"Indenture") between the Company and The Bank of New York, as
trustee (the "Trustee"). A copy of the Indenture has been
incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part. The following
summary of certain terms of the Notes, the Debt Securities and the
Indenture is subject in all respects to, and is qualified in its
entirety by, all of the provisions of the Indenture, including the
definitions of certain terms used herein. Capitalized terms used
herein and not defined herein shall have the meanings assigned to
them in the Indenture. Whenever any particular section of the
Indenture or any term defined therein is referred to, such section
or definition is incorporated herein by reference, and the
statement in connection with which such reference is made is
qualified in its entirety by such reference.
General
The Notes will be designated as to series as set forth in the
applicable Pricing Supplement. The Notes and all other Debt
Securities of any series issued under the Indenture will be
unsecured and will in all respects be equally and ratably entitled
to the benefits of the Indenture with respect to such series,
without preference, priority, or distinction, and will rank pari
passu with all other unsecured and unsubordinated indebtedness of
the Company. (Section 301)
While the Indenture does not limit the amount of Debt
Securities that can be issued thereunder, the Notes offered
pursuant to this Prospectus will be limited to an aggregate
principal amount of $315,000,000. (Section 301)
The Notes will be offered on a continuous basis and will
mature at par on any Business Day (as hereinafter defined) from
nine months to thirty years from the date of issue, as selected by
the purchaser and agreed to by the Company, and may be subject to
redemption or repayment prior to maturity at the price or prices
and on the date or dates as specified in the applicable Pricing
Supplement. Each Note will bear interest at either (i) a fixed
rate (a "Fixed Rate Note") or (ii) a floating rate determined by
reference to the interest rate basis or a combination of interest
rate bases (the "Base Rate") specified in the applicable Pricing
Supplement (a "Floating Rate Note") that may be adjusted by a
Spread or Spread Multiplier (each as hereinafter defined).
"Business Day" means any day, other than a Saturday or Sunday, that
is not a day on which banking institutions are authorized or
required by law or regulation to be closed in The City of New York
and, with respect to LIBOR Notes (as hereinafter defined), is a
London Banking Day. "London Banking Day" means any day on which
dealings in deposits in U. S. Dollars are transacted in the London
interbank market.
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Each Note will be issued initially as either a Book-Entry Note
or a Certificated Note in fully registered form without coupons.
Except as set forth under "Book-Entry System," Book-Entry Notes
will not be issuable in certificated form. The authorized
denominations of the Notes will be $1,000 and integral multiples of
$1,000 in excess thereof. (Section 301 and 302)
"Holder," with respect to a Note, means the person in whose
name such Note is registered in the Security Register (as
hereinafter defined). The Holder of each Book-Entry Note will be
the nominee of the Depositary. As such, that nominee, and not the
owners of beneficial interests in such Book-Entry Note, will be
entitled to payments and the other rights of Holders hereinafter
described with respect to such Book-Entry Note. See "Book-Entry
System."
The Pricing Supplement relating to each Note will describe the
following terms: (1) whether such Note is a Fixed Rate Note or a
Floating Rate Note; (2) the price (expressed as a percentage of the
aggregate principal amount thereof) at which such Note will be
issued (the "Issue Price"); (3) the date on which such Note will be
issued (the "Original Issue Date"); (4) the date on which such Note
will mature (the "Maturity Date"); (5) if such Note is a Fixed Rate
Note, the rate per annum at which such Note will bear interest and
the interest payment dates; (6) if such Note is a Floating Rate
Note, the Base Rate, the Initial Interest Rate, the Interest Reset
Period, the Interest Reset Dates, the Interest Payment Period, the
Interest Payment Dates, the Index Maturity, the Maximum Interest
Rate and the Minimum Interest Rate, if any, and the Spread or
Spread Multiplier, if any (all as hereinafter defined), and any
other terms relating to the particular method of calculating the
interest rate for such Note; (7) whether such Note may be redeemed
at the option of the Company, or repaid at the option of the
Holder, prior to the Maturity Date and, if so, the provisions
relating to such redemption or repayment; (8) whether such Note
will be issued initially as a Book-Entry Note or a Certificated
Note; and (9) any other terms of such Note not inconsistent with
the provisions of the Indenture.
Payment of Principal and Interest
Until the Notes are paid or payment thereof is provided for,
the Company will, at all times, maintain a paying agent (the
"Paying Agent") in The City of New York capable of performing the
duties described herein to be performed by the Paying Agent. The
Company has initially appointed The Bank of New York, 101 Barclay
Street, 21W, New York, New York 10286, as Paying Agent. The
Company will notify the Trustee in accordance with the Indenture of
any change in the Paying Agent or its address. (Section 1002)
Unless otherwise specified in the applicable Pricing
Supplement, payments of interest on Notes (other than interest
payable at maturity or upon earlier redemption or repayment) will
be made by mailing a check to the Holder at the address of such
Holder appearing on the Security Register on the applicable Record
Date (as hereinafter defined). The Indenture provides that, in the
event of a default in the payment of interest, the Company may (i)
fix a Special Record Date, in which case interest on the Notes
shall be paid to the Holder at the close of business on such
Special Record Date, or (ii) make payment in any other lawful
manner. Unless otherwise specified in the applicable Pricing
Supplement, principal and any premium and interest payable at
maturity or upon earlier redemption or repayment in respect of a
Note will be paid in immediately available funds upon surrender of
such Note at the office of the Paying Agent. (Sections 307 and
1105)
All moneys paid by the Company to a Paying Agent for the
payment of principal of (and premium, if any) and interest, if any,
on any Note which remains unclaimed at the end of two years after
such principal, premium or interest shall have become due and
payable will, upon request of the Company, be repaid to the Company
and the Holder of such Note will thereafter look only to the
Company for payment thereof. (Section 1003)
Any payment required to be made in respect of a Note on a date
that is not a Business Day need not be made on such date, but may
be made on the next succeeding Business Day with the same force and
effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment; provided, however, that
with respect to an Interest Payment Date on any LIBOR Note, if such
Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business
Day. (Section 114)
The "Record Date" with respect to any Interest Payment Date
shall be the date 15 calendar days (unless otherwise specified in
the applicable Pricing Supplement) immediately preceding such
Interest Payment Date whether or not such date shall be a Business
Day. Interest payable and punctually paid or duly provided for on
any Interest Payment Date will be paid to the person in whose name
a Note is registered at the close of business on the Record Date
next preceding such Interest Payment Date; provided, however, that
the first payment of interest on any Note with an Original Issue
Date between a Record Date and an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding
Record Date to the registered owner on such next succeeding Record
Date; and provided, further, that interest payable at maturity or
upon earlier redemption or repayment will be payable to the person
to whom principal shall be payable.
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All percentages resulting from any calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five millionths of a percentage point being
rounded upwards.
Fixed Rate Notes
Each Fixed Rate Note will bear interest from its Original
Issue Date at the rate per annum stated on the face thereof until
the principal amount thereof is paid or made available for payment.
Unless otherwise set forth in an applicable Pricing Supplement,
interest on each Fixed Rate Note will be payable semi-annually each
April 1 and October 1 (each an "Interest Payment Date") and at
maturity or upon earlier redemption or repayment. Each payment of
interest in respect of an Interest Payment Date shall include
interest accrued to but excluding such Interest Payment Date.
Interest on Fixed Rate Notes will be computed on the basis of a
360-day year of twelve 30-day months.
Floating Rate Notes
Each Floating Rate Note will bear interest at rates determined
by reference to the Base Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any (each as specified in
the applicable Pricing Supplement) until the principal thereof is
paid or made available for payment. The "Spread" is the number of
basis points (one basis point equals one-hundredth of a percentage
point) specified in the applicable Pricing Supplement as being
applicable to such Floating Rate Note, and the "Spread Multiplier"
is the percentage specified in the applicable Pricing Supplement as
being applicable to such Note. The "Index Maturity" is the period
to maturity of the instrument or obligation with respect to which
the related Base Rate is calculated. The applicable Pricing
Supplement will designate one of the following Base Rates as
applicable to each Floating Rate Note: (a) the Commercial Paper
Rate ( a "Commercial Paper Rate Note"); (b) LIBOR (a "LIBOR Note");
(c) the Treasury Rate (a "Treasury Rate Note"); or (d) such other
Base Rate as is set forth in the applicable Pricing Supplement.
Any Floating Rate Note may also have either or both of the
following: (i) a maximum numerical interest rate limitation, or
ceiling, on the rate of interest which may accrue during any
interest period (the "Maximum Interest Rate"); and (ii) a minimum
numerical interest rate limitation, or floor, on the rate of
interest which may accrue during any interest period (the "Minimum
Interest Rate"). In addition to any Maximum Interest Rate that may
be applicable to any Floating Rate Note, the interest rate on a
Floating Rate Note will in no event be higher than the maximum rate
permitted by applicable law, as the same may be modified by United
States law of general application.
The rate of interest on each Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semi-annually, annually or for
such other period (the "Interest Reset Period"), as specified in
the applicable Pricing Supplement. Unless otherwise specified in
the applicable Pricing Supplement, the date or dates on which the
rate of interest will be reset (each an "Interest Reset Date") will
be, in the case of Floating Rate Notes which reset daily, each
Business Day; in the case of Floating Rate Notes (other than
Treasury Rate Notes) that reset weekly, Wednesday of each week; in
the case of Treasury Rate Notes that reset weekly, Tuesday of each
week; in the case of Floating Rate Notes that reset monthly, the
third Wednesday of each month; in the case of Floating Rate Notes
that reset quarterly, the third Wednesday of March, June, September
and December; in the case of Floating Rate Notes that reset semi-
annually, the third Wednesday of the two months specified in the
applicable Pricing Supplement; in the case of Floating Rate Notes
that reset annually, the third Wednesday of the month specified in
the applicable Pricing Supplement; and in the case of Floating Rate
Notes which reset for other periods, the day of the week and month
or months specified in the applicable Pricing Supplement.
If any Interest Reset Date for any Floating Rate Note is not
a Business Day, such Interest Reset Date shall be postponed to the
next day that is a Business Day, except that, in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding
Business Day. If an applicable auction of Treasury Bills (as
hereinafter defined) falls on a day that would otherwise be an
Interest Reset Date for Treasury Rate Notes, the Interest Reset
Date shall be the next Business Day.
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Interest on each Floating Rate Note will be payable monthly,
quarterly, semi-annually or annually (the "Interest Payment
Period"). Except as provided below or in the applicable Pricing
Supplement, the Interest Payment Date will be, in the case of
Floating Rate Notes with a monthly Interest Payment Period, the
third Wednesday of each month; in the case of Floating Rate Notes
with a quarterly Interest Payment Period, the third Wednesday of
March, June, September and December; in the case of Floating Rate
Notes with a semi-annual Interest Payment Period, the third
Wednesday of the two months specified in the applicable Pricing
Supplement; and in the case of Floating Rate Notes with an annual
Interest Payment Period, the third Wednesday of the month specified
in the applicable Pricing Supplement.
Interest payments on each Interest Payment Date for Floating
Rate Notes (except in the case of Floating Rate Notes which reset
daily or weekly) will include accrued interest from and including
the Original Issue Date or from but excluding the last date in
respect of which interest has been paid, as the case may be, to,
but excluding, such Interest Payment Date. In the case of Floating
Rate Notes that reset daily or weekly, interest payments will
include accrued interest from and including the Original Issue Date
or from but excluding the last date in respect of which interest
has been paid, as the case may be, to, and including, the Record
Date immediately preceding the applicable Interest Payment Date,
and at maturity the interest payable will include interest accrued
from and including the Original Issue Date or from but excluding
the last date in respect of which interest has been paid as the
case may be, to, but excluding, the Maturity Date. Accrued
interest will be calculated by multiplying the principal amount of
a Floating Rate Note by an accrued interest factor. This accrued
interest factor will be computed by adding the interest factors
calculated for each day in the period for which accrued interest is
being calculated. The interest factor (expressed as a decimal) for
each such day will be computed by dividing the interest rate
applicable to such day by 360, in the case of Commercial Paper Rate
Notes and LIBOR Notes, or by the actual number of days in the year,
in the case of Treasury Rate Notes. The interest rate in effect on
each day will be (a) if such day is an Interest Reset Date, the
interest rate with respect to the Interest Determination Date (as
hereinafter defined) pertaining to such Interest Reset Date, or (b)
if such day is not an Interest Reset Date, the interest rate with
respect to the Interest Determination Date pertaining to the next
preceding Interest Reset Date, subject in either case to any
Maximum or Minimum Interest Rate limitation referred to above and
to any adjustment by a Spread or a Spread Multiplier referred to
above; provided, however, that the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date set forth in the Pricing Supplement with respect to a Floating
Rate Note will be the "Initial Interest Rate" specified in the
applicable Pricing Supplement.
The "Interest Determination Date" pertaining to an Interest
Reset Date for a Commercial Paper Rate Note will be the second
Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR
Note will be the second London Banking Day next preceding such
Interest Reset Date. The Interest Determination Date pertaining to
an Interest Reset Date for a Treasury Rate Note will be the day of
the week in which such Interest Reset Date falls on which Treasury
Bills of the Index Maturity specified on the face of the Treasury
Rate Note are auctioned. Treasury Bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday,
in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so
held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring
in the next succeeding week.
The "Calculation Date," where applicable, pertaining to any
Interest Determination Date is the tenth calendar day after such
Interest Determination Date or, if any such day is not a Business
Day, the next succeeding Business Day.
Unless otherwise specified in the applicable Pricing
Supplement, The Bank of New York shall be the calculation agent
(the "Calculation Agent") with respect to the Floating Rate Notes.
Upon request of the holder of any Floating Rate Note, the
Calculation Agent will provide the interest rate then in effect
and, if determined, the interest rate which will become effective
on the next Interest Reset Date with respect to such Floating Rate
Note.
Commercial Paper Rate Notes
Each Commercial Paper Rate Note will bear interest at the
interest rate (calculated with reference to the Commercial Paper
Rate and the Spread or Spread Multiplier, if any) specified in the
Commercial Paper Rate Note and the applicable Pricing Supplement.
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"Commercial Paper Rate" means, with respect to any Interest
Determination Date relating to a Commercial Paper Rate Note (a
"Commercial Paper Rate Interest Determination Date"), the Money
Market Yield (as hereinafter defined) on such date of the rate for
commercial paper having the Index Maturity specified in the
applicable Pricing Supplement as published by the Board of
Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication
("H.15(519)") under the heading "Commercial Paper -Nonfinancial."
In the event that such rate is not published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Commercial
Paper Rate Interest Determination Date, then the Commercial Paper
Rate will be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper of the
Index Maturity specified in the applicable Pricing Supplement as
published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any successor publication
("Composite Quotations") under the heading "Commercial Paper." If
such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on such Calculation
Date, then the Commercial Paper Rate will be calculated by the
Calculation Agent and will be the Money Market Yield of the
arithmetic mean of the offered rates, as of approximately 11:00
A.M., New York City time, on such Commercial Paper Rate Interest
Determination Date, of three leading dealers of commercial paper in
the City of New York (which may include one or more of the Agents)
selected by the Calculation Agent (after consultation with the
Company) for commercial paper of the specified Index Maturity
placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting rates as set forth in this
sentence, the Commercial Paper Rate in effect for the applicable
period will be the Commercial Paper Rate determined as of the
immediately preceding Commercial Paper Rate Interest Determination
Date.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded, if necessary, to the nearest hundred-thousandth
of a percent) calculated in accordance with the following formula:
Money Market Yield = DX 360 X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper, quoted
on a bank discount basis and expressed as a decimal; and "M" refers
to the actual number of days in the interest period for which
interest is being calculated.
LIBOR Notes
Each LIBOR Note will bear interest at the interest rate
(calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any) specified in the LIBOR Note and in the
applicable Pricing Supplement.
"LIBOR" means the rate determined by the Calculation Agent in
accordance with the following provisions:
(a) With respect to an Interest Determination Date relating to a LIBOR
Note (a "LIBOR Interest Determination Date"), LIBOR will be, as
specified in the applicable Pricing Supplement, either (i) if "LIBOR
Reuters" is specified in the applicable Pricing Supplement, the
arithmetic mean of the offered rates for deposits in the Designated
LIBOR Currency (as hereinafter defined) having the Index Maturity
specified in the applicable Pricing Supplement, commencing on the
second London Banking Day immediately following such LIBOR Interest
Determination Date, that appear on the Designated LIBOR Page (as
hereinafter defined) as of 11:00 A.M., London time, on such LIBOR
Interest Determination Date, if at least two such offered rates
appear on the Designated LIBOR Page, or (ii) if "LIBOR Telerate" is
specified in the applicable Pricing Supplement, the rate for deposits
in the Designated LIBOR Currency having the Index Maturity specified
in the applicable Pricing Supplement, commencing on the second London
Banking Day immediately following such LIBOR Interest Determination
Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer
than two offered rates appear, or if no rate appears, as applicable,
LIBOR in respect of such LIBOR Interest Determination Date will be
determined as if the parties had specified the rate described in (b)
below.
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(b) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear on the Designated LIBOR Page, as
specified in (a)(i) above, or on which no rate appears on the
Designated LIBOR Page, as specified in (a)(ii) above, as applicable,
LIBOR will be determined on the basis of the rates at which deposits
in the Designated LIBOR Currency having the Index Maturity specified
in the applicable Pricing Supplement are offered at approximately
11:00 A.M., London time, on such LIBOR Interest Determination Date
by four major banks ("Reference Banks") in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to prime banks in the London interbank market commencing on
the second London Banking Day immediately following such LIBOR
Interest Determination Date and in a principal amount that is
representative for a single transaction in such Designated LIBOR
Currency in such market at such time. The Calculation Agent will
request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR in respect of such LIBOR Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR in respect of such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted
as of 11:00 A.M., in the applicable Principal Financial Center (as
hereinafter defined) on such LIBOR Interest Determination Date by
three major banks in such Principal Financial Center (which may
include one or more of the Agents or their respective affiliates)
selected by the Calculation Agent (after consultation with the
Company) for loans in the Designated LIBOR Currency to leading banks
having the Index Maturity specified in the applicable Pricing
Supplement commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction in such
Designated LIBOR Currency in such market at such time; provided,
however, that if the banks selected as aforesaid by the Calculation
Agent are not quoting as set forth in this sentence, LIBOR with
respect to such LIBOR Interest Determination Date will be LIBOR
determined on the immediately preceding LIBOR Interest Determination
Date.
"Designated LIBOR Currency" means, with respect to any LIBOR
Note, the currency (including composite currency units), if any,
designated in the applicable Pricing Supplement as the currency for
which LIBOR will be calculated. If no such currency is designated
in the Note and the applicable Pricing Supplement, the Designated
LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated in the applicable Pricing Supplement, the display on the
Reuters Monitor Money Rates Service on the page designated in the
applicable Pricing Supplement (or such other page as may replace
such designated page on that service for the purpose of displaying
London interbank offered rates of major banks for the related
Designated LIBOR Currency) for the purpose of displaying the London
interbank rates of major banks for the applicable Designated LIBOR
Currency, or (b) if "LIBOR Telerate" is designated in the
applicable Pricing Supplement, the display on the Dow Jones
Telerate Service on the page designated in the applicable Pricing
Supplement (or such other page as may replace such designated page
on that service or such other service or services as may be
nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for the related
Designated LIBOR Currency) for the purpose of displaying the London
interbank rates of major banks for the applicable Designated LIBOR
Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified
in the applicable Pricing Supplement, LIBOR for the applicable
Designated LIBOR Currency will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the Designated LIBOR Currency, page
3750) had been specified.
"Principal Financial Center" means, as with respect to any
LIBOR Note, the capital city of the country that issues as its
legal tender the Designated LIBOR Currency of such Note, except
that with respect to U.S. dollars and European Currency Units (as
defined and revised from time to time by the Council of the
European Communities), the Principal Financial Center shall be The
City of New York and Brussels, respectively.
Treasury Rate Notes
Each Treasury Rate Note will bear interest at the interest
rate (calculated with reference to the Treasury Rate and the Spread
or Spread Multiplier, if any) specified in the Treasury Rate Note
and in the applicable Pricing Supplement.
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"Treasury Rate" means, with respect to any Interest
Determination Date relating to a Treasury Rate Note (a "Treasury
Rate Interest Determination Date"), the rate applicable to the most
recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in the
applicable Pricing Supplement, as such rate is published in
H.15(519) under the heading "Treasury Bills - auction average
(investment)" or, if not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Treasury Rate
Interest Determination Date, the auction average rate (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by
the United States Department of Treasury. In the event that the
results of the auction of Treasury Bills having the specified Index
Maturity are not reported as provided by 3:00 P.M., New York City
time, on such Calculation Date, or if no such auction is held in a
particular week, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New
York City time, on such Treasury Rate Interest Determination Date,
of three leading primary United States government securities
dealers (which may include one or more of the Agents) selected by
the Calculation Agent (after consultation with the Company), for
the issue of Treasury Bills with a remaining maturity closest to
the specified Index Maturity; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth in this sentence, the Treasury Rate in effect
for the applicable period will be the Treasury Rate determined on
the immediately preceding Treasury Rate Interest Determination
Date.
Optional Redemption, Repayment and Repurchase
The Pricing Supplement relating to each Note will indicate
either that such Note cannot be redeemed prior to Stated Maturity
or that such Note will be redeemable at the option of the Company,
in whole or in part, on any date on or after the date designated as
the "Initial Redemption Date" in such Pricing Supplement, at a
price or prices set forth in the applicable Pricing Supplement,
together with accrued interest to the date of redemption. The
Company may exercise such option by notifying the Trustee at least
45 days prior to the date of redemption. At least 30 but not more
than 60 days prior to the date of redemption the Trustee shall mail
notice of such redemption by first class mail, postage prepaid, to
the Holder of such Note. In the event of redemption of a Note in
part only, a new Note or Notes for the unredeemed portion thereof
shall be issued to the Holder thereof upon the cancellation
thereof. The Notes will not be subject to any sinking fund.
The Pricing Supplement relating to each Note will also
indicate whether the Holder of such Note will have the option to
elect repayment of such Note by the Company prior to its Stated
Maturity, and, if so, such Pricing Supplement will specify the date
or dates on which such Note may be repaid (each an "Optional
Repayment Date") and the price (the "Optional Repayment Price") at
which, together with accrued interest to such Optional Repayment Date, such
Note may be repaid on each such Optional Repayment Date.
In order for a Note to be repaid, the Paying Agent for such
Note must receive, at least 30 but not more than 45 days prior to
an Optional Repayment Date (i) such Note with the form entitled
"Option to Elect Repayment" on the reverse thereof duly completed,
or (ii) a facsimile transmission or letter from a member of a
national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the Holder of such
Note, the principal amount of such Note to be repaid, the
certificate number or a description of the tenor and terms of such
Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be repaid with
the form entitled "Option to Elect Repayment" on the reverse of the
Note duly completed will be received by the Paying Agent not later
than five Business Days after the date of such facsimile
transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Any
tender of a Note by the Holder for repayment (except as specified
in the applicable Pricing Supplement) shall be irrevocable. The
repayment option may be exercised by the Holder of a Note for less
than the entire principal amount of such Note provided that the
principal amount of such Note remaining outstanding after repayment
is an authorized denomination.
The Depositary's nominee will be the Holder of any Book-Entry
Note and therefore will be the only entity that can exercise a
right to repayment. In order to ensure that the Depositary's
nominee will timely exercise a right to repayment with respect to
a particular Note, the beneficial owner of such Note must instruct
the broker or other direct or indirect participant through which it
holds an interest in such Note to notify the Depositary of its
desire to exercise a right to repayment. Different firms have
different cut-off times for accepting instructions from their
customers and, accordingly, each beneficial owner should consult
the broker or other direct or indirect participant through which it
holds an interest in a Note in order to ascertain the cut-off time
by which such an instruction must be given in order for timely
notice to be delivered to the Depositary.
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The Company may at any time purchase Notes or ownership
interests in Book-Entry Notes at any price in the open market or
otherwise. Notes or interests so purchased by the Company may, at
the discretion of the Company, be held or resold or retired.
Registration and Transfer
Notes will be exchangeable for other Notes containing
identical terms and provisions, in any authorized denominations,
and of like aggregate principal amount. (Section 305)
The Company is required to keep or cause to be kept, at an
office or agency designated by it, a register (the "Security
Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of
the Notes and of transfers thereof. Notes may be presented for
exchange as provided above, and for registration of transfer, at
the office of the Security Registrar or at any office or agency
designated by the Company for such purpose with respect to the
Notes. Every Note presented or surrendered for registration of
transfer, or for exchange or redemption, shall (if so required by
the Company or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form
satisfactory to the Company and Security Registrar duly executed,
by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require
payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of
transfer or exchange of any Note. The Company has initially
appointed the Trustee as Security Registrar under the Indenture.
(Section 305) The Company may from time to time designate one or
more other offices or agencies where the Notes may be presented or
surrendered for such purposes and may from time to time rescind
such designations; provided that it continues to maintain such an
office or agency in each Place of Payment as required by the
Indenture. (Section 1002)
The Company shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the
opening of business 15 days before the day of mailing of a notice
of redemption of Notes selected for redemption and ending at the
close of business on the day of mailing, or (ii) to register the
transfer of or exchange any Note so selected for redemption in
whole or in part, except, in the case of any Note to be redeemed in
part, the portion thereof not to be redeemed. (Section 305)
Book-Entry System
Upon issuance, all Book-Entry Notes having the same Original
Issue Date and otherwise having identical terms will be represented
by a global security. If, however, the aggregate principal amount
of any Book-Entry Note would exceed $200 million, one certificate
will be issued with respect to such $200 million principal amount
and an additional certificate will be issued with respect to the
remaining principal amount. Each global security representing
Book-Entry Notes will be deposited with, or on behalf of, the
Depositary, and registered in the name of a nominee of the
Depositary. Book-Entry Notes will not be exchangeable for
Certificated Notes and, except under the circumstances described
below, will not otherwise be issuable in definitive form. The
specific terms of any depositary relationship with respect to the
Notes, if other than as described below, will be described in the
applicable Pricing Supplement.
The Depository Trust Company ("DTC"), New York, NY, will act
as the initial Depositary for the Notes.
DTC has advised the Company and the Agents that it is a
limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds securities that its
participants (the "Direct Participants") deposit with DTC. DTC
also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct
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Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations.
DTC is owned by a number of its Direct Participants and by The New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to the
DTC system is also available to others, such as securities brokers
and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either
directly or indirectly (the "Indirect Participants" and together
with the Direct Participants, the "Participants"). The rules
applicable to DTC and its Participants are on file with the
Commission.
Purchases of Notes under the DTC system must be made by or
through Direct Participants, which will receive a credit for the
Notes on DTC's records. The ownership interest of each actual
purchaser of each Note ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' respective
records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the
Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership
interests in Notes, except in the event that use of the book-entry
system for the Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by
Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of Notes with DTC and
their registration in the name of Cede & Co. do not effect any
change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Notes; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Notes
are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices shall be sent to DTC. If less than all of
the Notes with the same issue date and otherwise having identical
terms are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such Notes to
be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect
to Notes. Under its usual procedures, DTC mails an Omnibus Proxy
to the Participants as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Notes are credited
on the record date (identified in a listing attached to the Omnibus
Proxy).
Principal and interest payments on the Notes will be made to
Cede & Co. DTC's practice is to credit Direct Participants'
accounts on the payable date in accordance with their respective
holdings shown on DTC's records, unless DTC has reason to believe
that it will not receive payment on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Agents, or the Company, subject to
any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to Cede & Co. is
the responsibility of the Company or the Paying Agent.
Disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities
depository with respect to the Notes at any time by giving
reasonable notice to the Company or the Paying Agent. Under such
circumstances, in the event that a successor Note depositary is not
obtained, Note certificates are required to be printed and
delivered.
The Company may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor Note depositary).
In that event, Note certificates are required to be printed and
delivered.
The information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that the Company
believes to be reliable, but neither the Company nor any of the
Agents takes any responsibility for the accuracy thereof.
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Neither the Company, the Trustee, the Paying Agent nor any
Agent will have any responsibility or obligation to the Depositary,
any Participant in the book-entry system or any Beneficial Owner
with respect to (i) the accuracy of any records maintained by the
Depository or any Participant; (ii) the payment by the Depository
or any Participant of any amount due to any Beneficial Owner in
respect of the principal amount or purchase price or redemption
price of, or interest on, any Note; (iii) the delivery of any
notice by the Depository or any Participant; (iv) the selection of
the Beneficial Owners to receive payment in the event of any
partial redemption of the Notes; or (v) any other action taken by
the Depository or any Participant.
Maintenance of Corporate Existence
The Indenture provides that, except in the case of certain
sales, leases or conveyances of assets, consolidations and mergers
described hereinafter under the caption "Consolidation, Merger,
Sale or Conveyance," the Company will maintain its corporate
existence and that of SCE&G and GENCO and the rights and franchises
of the Company and SCE&G and GENCO; provided, however, that the
Company will not be required to preserve (a) the corporate
existence of any Subsidiary other than SCE&G and GENCO or (b) any
such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries considered as a whole
and that the loss thereof is not disadvantageous in any material
respect to the Holders of the Outstanding Securities of any series.
(Sections 801 and 1006)
Restrictions on Liens
The Indenture provides that neither the Company nor any
Subsidiary will issue, assume or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money
borrowed ("Debt") secured by a mortgage, lien, pledge or other
encumbrance ("Mortgages") upon any property of the Company or any
of its Subsidiaries without effectively providing that the Debt
Securities of each series (together with, if the Company so
determines, any other indebtedness or obligation then existing or
thereafter created ranking equally with the Debt Securities) shall
be secured equally and ratably with (or prior to) such Debt so long
as such Debt shall be so secured, except that this restriction will
not apply to: (a) Mortgages to secure Debt issued under (i) the
Indenture, dated April 1, 1993, between SCE&G and NationsBank,
N.A., (ii) the Indenture of Mortgage, dated January 1, 1945,
between SCE&G and Chemical Bank, (iii) the Mortgage and Security
Agreement, dated August 21, 1992, between GENCO and The Prudential
Insurance Company of America and (iv) the Indenture of Mortgage,
dated December 1, 1977, between Pipeline Corporation and Citibank,
N.A., each as amended and supplemented to date and as it may be
hereafter amended and supplemented from time to time ("Existing
Mortgages") or any extension, renewal, or replacement of any of
them; (b) Mortgages affecting property of a corporation existing at
the time it becomes a Subsidiary or at the time it is merged into
or consolidated with the Company or a Subsidiary; (c) Mortgages on
property existing at the time of acquisition thereof or incurred to
secure payment of all or part of the purchase price thereof or to
secure Debt incurred prior to, at the time of, or within 12 months
after the acquisition for the purpose of financing all or part of
the purchase price thereof; (d) Mortgages on any property to secure
all or part of the cost of improvements or construction thereon or
Debt incurred to provide funds for such purpose in a principal
amount not exceeding the cost of such improvements or construction;
(e) Mortgages which secure only indebtedness owing by a Subsidiary
to the Company or to a Subsidiary; (f) certain Mortgages to
government entities, including mortgages to secure debt incurred in
pollution control or industrial revenue bond financings; (g)
Mortgages required by any contract or statute in order to permit
the Company or a Subsidiary to perform any contract or subcontract
made by it with or at the request of the United States of America,
any state or any department, agency or instrumentality or political
subdivision of either; (h) Mortgages to secure loans to the Company
or any Subsidiary maturing within 12 months from the creation
thereof and made in the ordinary course of business; (i) Mortgages
on any property (including any natural gas, oil or other mineral
property) to secure all or part of the cost of exploration,
drilling or development thereof or to secure Debt incurred to
provide funds for any such purpose; (j) Mortgages existing on the
date of the Indenture; (k) "Excepted Encumbrances" and "Permitted
Encumbrances" as such terms are defined in any of the Existing
Mortgages; (l) certain Mortgages typically incurred in the
ordinary course of business; and (m) any extension, renewal or
replacement of any Mortgage referred to in the foregoing clauses
(b) through (l). Notwithstanding the foregoing, the Company and
any one or more Subsidiaries may, without securing the Debt
Securities, issue, assume or guarantee Debt secured by Mortgages in
an aggregate principal amount which (not including Debt permitted
to be secured under clauses (a) to (m) inclusive above) does not at
any one time exceed 10% of Consolidated Net Tangible Assets (as
hereinafter defined) of the Company and its consolidated
Subsidiaries. (Section 1009)
17
<PAGE>
"Consolidated Net Tangible Assets" is defined as the total
amount of assets appearing on the consolidated balance sheet of the
Company and its Subsidiaries less, without duplication, the
following: (a) reserves for depreciation and other asset valuation
reserves but excluding reserves for deferred federal income taxes;
(b) intangible assets such as goodwill, trademarks, trade names,
patents and unamortized debt discount and expense; and (c)
appropriate adjustments on account of minority interests of other
Persons holding voting stock in any Subsidiary of the Company.
(Section 101)
Events of Default
Unless otherwise set forth in an applicable Pricing
Supplement, the following constitute events of default under the
Indenture with respect to Debt Securities of any series: (1)
default in the payment of principal of (and premium, if any, on)
any Debt Security of that series when due; (2) default in the
payment of interest or any other amount on any Debt Security of
that series when due and the continuation thereof for a period of
30 days; (3) default in the deposit of any sinking fund payment
when due and the continuation thereof for a period of three
business days; (4) default in the performance or breach of any
other covenant or warranty of the Company in the Indenture (other
than a covenant or warranty included in the Indenture solely for
the benefit of one or more series of debt securities other than the
Debt Securities of that series), and the continuation thereof for
60 days after written notice to the Company as provided in the
Indenture; (5) default in the payment of principal of or interest
on, or acceleration of, securities of any other series issued under
the Indenture or under any other bond, debenture, note or other
evidence of indebtedness of the Company, SCE&G or GENCO for
borrowed money, in an aggregate amount exceeding $10,000,000, and
the continuation thereof for ten days after written notice to the
Company as provided in the Indenture; and (6) certain events of
bankruptcy, insolvency or reorganization. (Section 501)
If an event of default occurs and is continuing with respect
to Debt Securities of any series, either the Trustee or the Holders
of at least 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal amount of all
Debt Securities of that series to be due and payable immediately by
written notice to the Company. At any time after the declaration
of acceleration with respect to the Debt Securities of any series
has been made, but before a judgment or decree based on
acceleration has been obtained, the Holders of a majority in
principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such
acceleration and its consequences. (Section 502)
The Indenture provides that the Trustee generally will be
under no obligation to exercise any of its rights or powers under
the Indenture at the request or direction of any of the Holders,
unless such Holders have offered to the Trustee reasonable security
or indemnity acceptable to the Trustee. The Holders of a majority
in principal amount of the Outstanding Debt Securities of any
series generally will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Debt Securities of that series. The right of
a Holder of any Debt Security or coupon to institute a proceeding
with respect to the Indenture is subject to certain conditions
precedent, but each Holder has an absolute right to receive
payment of principal (and premium, if any) and interest when due
(subject, in the case of interest, to certain limited exceptions)
and to institute suit for the enforcement of any such payment. The
Indenture provides that the Trustee, within 90 days after the
occurrence of a default with respect to the Debt Securities of any
series, is required to give the Holders of the Debt Securities of
such series notice of such default, unless cured or waived, but,
except in the case of default in the payment of principal of (or
premium, if any) or interest or other amount payable on any Debt
Security, the Trustee may withhold such notice if it determines
that it is in the interest of such Holders to do so. (Sections
507, 508, 512, 602 and 603)
Consolidation, Merger, Sale or Conveyance
The Indenture provides that the Company may, without the
consent of the Holders of the Debt Securities, consolidate with, or
sell, lease or convey all or substantially all of its assets to, or
merge into another corporation, provided (1) the Company is the
continuing corporation, or, if the Company is not the continuing
corporation, the successor corporation assumes by a supplemental
indenture the Company's obligations under the Indenture and (2)
immediately after giving effect to such transaction there shall be
no default in the performance of any such obligations. (Section
801)
18
<PAGE>
Modification, Waiver and Meetings
Modification and amendment of the Indenture may be effected by
the Company and the Trustee with the consent of the Holders of a
majority in principal amount of each series of Outstanding Debt
Securities affected thereby, provided that no such modification or
amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, (1) change the Stated
Maturity or Redemption Date of the principal of, or any installment
of interest on, any Debt Security or reduce the principal amount
thereof or the rate of interest thereon or any other amount payable
in respect thereof or any premium payable on the redemption
thereof; (2) reduce the principal amount of any Debt Security which
is an Original Issue Discount Security that would be due upon a
declaration of acceleration of the Maturity thereof; (3) change the
place or currency of any payment of principal of or any premium or
interest on any Debt Security; (4) impair the right to institute
suit for the enforcement of any payment on or with respect to any
Debt Security after the Stated Maturity or redemption date thereof;
(5) reduce the percentage in principal amount of Outstanding Debt
Securities of any series for which the consent of the Holders is
required to modify or amend the Indenture or to waive compliance
with certain provisions of the Indenture, or reduce certain quorum
or voting requirements of the Indenture; or (6) modify the
foregoing requirements or reduce the percentage of Outstanding Debt
Securities necessary to waive any past default. Modification and
amendment of the Indenture may be effected by the Company and the
Trustee without the consent of the Holders (a) to add to the
covenants of the Company for the benefit of the Holders or to
surrender a right or power conferred on the Company in the
Indenture, (b) to secure the Debt Securities, (c) to establish the
form or terms of any series of Debt Securities, or (d) to make
certain other modifications, generally of a ministerial or
immaterial nature. Except with respect to certain fundamental
provisions, the Holders of at least a majority in principal amount
of Outstanding Debt Securities of a series may waive past defaults
with respect to such series under the Indenture and may waive
compliance by the Company with certain provisions of the Indenture
with respect to such series. (Sections 513, 901, 902 and 1010)
A meeting of the Holders of Debt Securities of a series may be
called at any time by the Trustee and also, upon request, by the
Company or the Holders of at least 10% in principal amount of the
Outstanding Debt Securities of such series, in any such case upon
notice given in accordance with "Notices" below. (Section 1402)
Any resolution passed or decision taken at any meeting of Holders
of Debt Securities of any series duly held in accordance with the
Indenture will be binding on all Holders of Debt Securities of that
series. The quorum at any meeting called to adopt a resolution,
and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the Outstanding Debt
Securities of a series. (Section 1404)
Notices
Notices to Holders of the Notes will be given by mail to the
addresses of such Holders as they appear in the Securities
Register. (Section 106)
Evidence of Compliance
The Company is required under the Trust Indenture Act to
furnish the Trustee not less often than annually a certificate as
to the Company's compliance with the conditions and covenants under
the Indenture.
Defeasance
With respect to Debt Securities of any series, the Company
will be discharged from any and all obligations in respect of the
Debt Securities of such series (except for certain obligations to
register the transfer or exchange of Debt Securities of such
series, maintain paying agencies, and hold moneys for payment in
trust) if the Company deposits with the Trustee, in trust, money or
Federal Securities which through the payment of interest thereon
and principal thereof in accordance with their terms will provide
money in an amount sufficient to pay all the principal (including
any mandatory sinking fund payments) of, premium, if any, and
interest on, the Debt Securities of such series on the dates such
payments are due in accordance with the terms of such Debt
Securities. (Section 401)
19
<PAGE>
PLAN OF DISTRIBUTION
The Notes are being offered on a continuous basis by the
Company through the Agents, each of which has agreed to use its
reasonable efforts to solicit offers to purchase Notes. Initial
purchasers may propose certain terms of the Notes, but the Company
will have the sole right to accept offers to purchase Notes and may
reject proposed purchases in whole or in part. Each Agent shall
have the right, in its discretion reasonably exercised and without
notice to the Company, to reject any proposed purchase of Notes in
whole or in part. The Company will pay a commission to each Agent,
in the form of a discount, ranging from .125% to .750%, depending
upon the Stated Maturity of the Note, of the principal amount of
any Note sold through such Agent. The Company may arrange for
Notes to be sold through each Agent acting as underwriter or may
sell Notes directly to investors on its own behalf or through other
agents. In the case of sales made directly by the Company, no
commission will be paid. The name of any such other agent and any
applicable commission or discount will be set forth in the
applicable Pricing Supplement. The Company also may sell Notes to
each Agent as principal for its own account at a price to be agreed
upon at the time of sale. Such Notes may be resold to one or more
investors and other purchasers at varying prices related to
prevailing market prices at the time of resale or, if so agreed, at
a fixed initial public offering price, to be determined by such
Agent. An Agent may resell Notes purchased as principal to broker-
dealer(s) for resale to the public. Any concessions allowed by an
Agent to any such broker-dealer(s) shall not be in excess of the
commission or discount received by the Agent from the Company. The
Company has agreed to reimburse the Agents for certain expenses.
No Note will have an established trading market when issued.
Unless otherwise specified in the applicable Pricing Supplement,
the Notes will not be listed on any securities exchange. Each
Agent may make a market in the Notes, but such Agent is not
obligated to do so and may discontinue any market-making at any
time without notice. There can be no assurance of a secondary
market for any Notes, or that all of the Notes offered will be
sold.
Each Agent, whether acting as agent or principal, may be
deemed to be an "underwriter" within the meaning of the Securities
Act of 1933, as amended, (the "Securities Act"). The Company has
agreed to indemnify each Agent against certain liabilities,
including liabilities under the Securities Act, or to contribute to
payments that such Agent may be required to make in respect
thereof.
In connection with certain types of offers and sales of the
Notes, the Agents may purchase and sell Notes in the open market.
These transactions may include over-allotment and stabilizing
transactions and purchases to cover syndicate short positions
created in connection with such offering. Stabilizing transactions
consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Notes; and
syndicate short positions involve the sale by the Agents of a
greater principal amount of Notes than they are required to
purchase from the Company. The Agents also may impose a penalty
bid, whereby selling concessions allowed to syndicate members or
other broker-dealers in respect of the Notes sold for their account
may be reclaimed by the syndicate if such Notes are repurchased by
the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market
price of the Notes, which may be higher than the price that might
otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time.
LEGAL OPINIONS
Certain legal matters in connection with the sale of the Notes
are being passed upon for the Company by the McNair Law Firm, P.A.,
Columbia, South Carolina and by H. T. Arthur, II, Esq. of Columbia,
South Carolina, who is Senior Vice President and General Counsel,
Assistant Secretary and a full-time employee of the Company. The
legality of the Notes will be passed upon for any underwriters,
dealers or agents by Thelen Reid & Priest LLP, New York, New York.
Thelen Reid & Priest LLP will rely on the opinion of H.T. Arthur,
II, Esq. with respect to matters of South Carolina law.
At September 15, 1998 H. T. Arthur, II, Esq. owned beneficially
7,046 shares of the Company's Common Stock, including shares
acquired by the trustee under its Stock Purchase-Savings Plan by
use of contributions made by Mr. Arthur and earnings thereon, and
including shares purchased by the trustee by use of Company
contributions and earnings thereon. From time to time, Thelen Reid
& Priest LLP has represented the Company and its subsidiaries with
respect to matters unrelated to the offering of the Notes.
20
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1997, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
report, and have been incorporated herein by reference and have
been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
21<PAGE>
<PAGE>
No person has been authorized to give $315,000,000
any information or to make any representations
in connection with this offering other
than those contained in this Prospectus
and the accompanying Pricing Supplement,
and if given or made, such other information SCANA CORPORATION
and representations must not be relied upon
as having been authorized by the Company
or the Agents. Neither the delivery of
this Prospectus and the accompanying
Pricing Supplement nor any sale made
thereunder shall, under any
circumstances, create any implication
that there has been no change in the affairs
of the Company since the date hereof or thereof
or that the information contained herein or
therein is correct as of any time subsequent
to its date. This Prospectus and the
accompanying Pricing Supplement do not
constitute an offer to sell or a solicitation
of any offer to buy any securities other than
the registered securities to which they relate. Medium-Term Notes,
This Prospectus and the accompanying Pricing
Supplement do not constitute an offer to sell
or a solicitation of an offer to buy such Due From Nine Months
securities in any circumstances in which such to Thirty Years
offer or solicitation is unlawful. From Date of Issue
TABLE OF CONTENTS
Page SCANA
Prospectus
Available Information............... 3 Prospectus
Incorporation of Certain
Documents by Reference............ 3
The Company......................... 5
Summary Consolidated Financial
and Operating Information......... 5
Ratio of Earnings to Fixed Charges.. 6
Use of Proceeds..................... 6 PaineWebber Incorporated
Description of the Credit Suisse First
Boston
Medium-Term Notes................. 6 NationsBanc Montgomery
Securities LLC
Plan of Distribution................ 18
Legal Opinions...................... 18 October , 1998
Experts............................. 18
22
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee $59,000
Printing Expenses 20,000#
Blue Sky and Legal fees 80,000#
Accounting services 20,000#
Miscellaneous 15,000#
Total $194,000#
# Estimated
Item 15. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits,
and the Registrant's By-Laws require, indemnification of the
Registrant's directors and officers in a variety of circumstances,
which may include indemnification for liabilities under the
Securities Act 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, in the
case of civil actions, reasonably believed their conduct to be in
the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful. The Registrant's By-Laws require indemnification of
directors and officers with respect to expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in
relation to matters as to which they shall be adjudged to be liable
for willful misconduct in the performance of duty and to such
matters as shall be settled by agreement predicated on the
existence of such liability. In addition, the Registrant carries
insurance on behalf of directors, officers, employees or agents
that may cover liabilities under the Securities Act. The
Registrant's Restated Articles of Incorporation provide that no
director of the Registrant shall be liable to the Registrant or its
shareholders for monetary damages for breach of his fiduciary duty
as a director occurring after April 26, 1989, except for (i) any
breach of the director's duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith or which
involve gross negligence, intentional misconduct or a knowing
violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal
benefit.
Item 16. Exhibits
Exhibits required to be filed with this Registration Statement
are listed in the following Exhibit Index. 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) 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
23
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
24
<PAGE>
<PAGE>
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,
except for the assignment of a security rating pursuant to
transaction requirement B-2 of Form S-3, which requirement the
registrant reasonably believes will be met at the time of
effectiveness, and has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, State of South
Carolina, on September 30, 1998.
(REGISTRANT) SCANA Corporation
By: s/W.B. Timmerman
(Name & Title): W.B. Timmerman., Chairman of the
Board, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed by
the following persons in the capacities and on the dates indicated.
(i) Principal executive officer:
By: s/W.B. Timmerman
(Name & Title): W.B. Timmerman, Chairman of the
Board, Chief Executive Officer,
President and Director
Date: September 30, 1998
(ii) Principal financial and accounting officer:
By: s/K.B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President,
Chief Financial Officer and
Controller
Date: September 30, 1998
(iii) Other Directors:
* B. L. Amick; J.A. Bennett, W. B. Bookhart, Jr.; W. T. Cassels,
Jr.; H. M. Chapman; E. T. Freeman; L.M. Gressette, Jr., W. H. Hipp;
L.M. Miller, F. C. McMaster; J. B. Rhodes; M.K. Sloan,
* Signed on behalf of each of these persons:
s/K. B. Marsh
K.B. Marsh
(Attorney-in-Fact)
25<PAGE>
<PAGE>
SCANA CORPORATION
EXHIBIT INDEX
Sequentially
Numbered
Number Pages
1. Underwriting Agreement
Form of Selling Agency Agreement (Filed herewith)........ 27
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession
Not applicable
4. Instruments defining the rights of security
holders, including indentures
A. Indenture, dated as of November 1, 1989
between the Registrant and The Bank of
New York, as Trustee (Filed as Exhibit 4-A
to Registration Statement No. 33-32107)............... #
5. Opinion re legality
Opinion of H. Thomas Arthur, Esq. (Filed herewith)...... 81
8. Opinion re tax matters
Not Applicable
12. Statement Re Computation of Ratios (Filed herewith)..... 82
15. Letter re unaudited interim financial information
Not Applicable
23. Consents Of Experts and Counsel
A. Consent of Deloitte & Touche LLP (Filed herewith).... 83
B. Consent of H. Thomas Arthur (Included in his
opinion filed as Exhibit 5)
24. Power Of Attorney
(Filed herewith)........................................ 84
25. Statement of eligibility of trustee
Statement of eligibility of The Bank of
New York, as Trustee (Form T-1) (Filed herewith)....... 85
26. Invitation for competitive bids
Not applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
Not Applicable
# Incorporated herein by reference as indicated.
26
<PAGE>
<PAGE>
SCANA Corporation
$315,000,000 Medium-Term Notes
Due From Nine Months to Thirty Years
From Date of Issue
[Agents' Addresses]
Selling Agency Agreement
____________ __, 1998
New York, New York
Dear Sirs:
SCANA Corporation, a South Carolina corporation (the
"Company"), confirms its agreement with each of you with respect to
the issue and sale by the Company of up to $315,000,000 aggregate
principal amount of its Medium-Term Notes, Due from Nine Months to
Thirty Years from Date of Issue (the "Notes") . The Notes will be
issued under an indenture (the "Indenture") dated as of November 1,
1989 between the Company and The Bank of New York, as trustee (the
"Trustee"). Unless otherwise set forth in a supplement to the
Prospectus referred to below, the Notes will be issued in fully
registered form in minimum denominations of $1,000 and in
denominations exceeding such amount by integral multiples of
$1,000, and in bearer form in multiples of $5,000, and will have
the annual interest rates, maturities and, if appropriate, other
terms set forth in such supplement to the Prospectus. The Notes
will be issued, and the terms thereof established, in accordance
with the Indenture and, in the case of Notes sold pursuant to
Section 2(a), the Medium-Term Note Administrative Procedures
attached hereto as Exhibit A (the "Procedures") (unless a Terms
Agreement (as defined in Section 2(b)) modifies or supersedes such
Procedures with respect to the Notes issued pursuant to such Terms
Agreement). The Procedures may only be amended by written
agreement of the Company and you after notice to, and with the
approval of, the Trustee. For the purposes of this Agreement, the
term "Agent" shall refer to any of you acting solely in the
capacity as agent for the Company pursuant to Section 2(a) and not
as principal (collectively, the "Agents") , the term the
"Purchaser" shall refer to one of you acting solely as principal
pursuant to Section 2(b) and not as agent, and the term "you" shall
refer to you collectively whether at any time any of you are acting
in both such capacities or in either such capacity.
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, you as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in
paragraph (h) hereof.
(a)The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933 (the "Act") and has filed with
the Securities and Exchange Commission (the "Commission")
registration statements on such Form (File Numbers: 33-55861 and
333-_________), including a prospectus (the "Prospectus"), which
registration statements have become effective, for the registration
under the Act of $315,000,000 aggregate principal amount of debt
securities (the "Securities"), including the Notes. Such
registration statements, as amended at the date of this Agreement,
meet the requirements set forth in Rule 415(a) (1) (ix) or (x)
under the Act and comply in all other material respects with said
Rule. In connection with the sale of Notes the Company proposes to
file with the Commission pursuant to the applicable paragraph of
Rule 424(b) under the Act supplements to the Prospectus specifying
the interest rates, maturity dates and, if appropriate, other terms
of the Notes sold pursuant hereto or the offering thereof.
(b)As of the Execution Time (as defined by Section
1(h)), on the Effective Date (as defined by Section 1(h)), when any
supplement to the Prospectus is filed with the Commission, as of
the date of any Terms Agreement (as defined by Section 2(b)) and at
the date of delivery by the Company of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement (as defined by
Section 1(h)), as amended as of any such time, and the Prospectus,
as supplemented as of any such time, and the Indenture will comply
in all material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act")
and the Securities Exchange Act of 1934 (the "Exchange Act") and
the respective rules thereunder; (ii) the Registration Statement,
as amended as of any such time, did not or will not contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make
27
<PAGE>
the statements therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the
Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by
any of you specifically for use in connection with the preparation
of the Registration Statement or the Prospectus (or any supplement
thereto).
(c)As of the time any Notes are issued and sold
hereunder, the Indenture will constitute a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms and such Notes will have been duly authorized, executed,
authenticated and, when paid for by the purchasers thereof, will
constitute legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture.
(d)Each of the Company, South Carolina Electric & Gas
Company, South Carolina Pipeline Corporation and South Carolina
Generating Company, Inc. (individually a "Subsidiary" and
collectively the "Subsidiaries") has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the jurisdiction in which it is chartered or organized, with
full corporate power and authority to own its properties and
conduct its business as described in the Prospectus, and is duly
qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or
conducts material business.
(e)All the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, except as otherwise set forth in
the Prospectus, all outstanding shares of capital stock of the
Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected security
interest and, to the knowledge of the Company, after due inquiry,
any other security interests, claims, liens or encumbrances.
(f)The Company's authorized equity capitalization is as
set forth in the Registration Statement; and the Notes conform to
the description thereof contained in the Prospectus (subject to the
insertion in the Notes of the maturity dates, the interest rates
and other similar terms thereof which will be described in
supplements to the Prospectus as contemplated by the third sentence
of Section l(a) of this Agreement).
(g)The Company is a public utility holding company
within the meaning of the Public Utility Holding Company Act of
1935, as amended, but is exempt from registration as such under
such Act; and the Company is not subject to registration under the
Investment Company Act of 1940, as amended.
(h)The terms which follow, when used in this Agreement,
shall have the meanings indicated. The term "the Effective Date"
shall mean the date that Registration Statement No. 333-
_____________ and any subsequent post-effective amendment or
amendments to the Registration Statement became or become
effective. "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.
"Prospectus" shall mean the form of basic prospectus relating to
the Securities contained in the Registration Statement at the
Effective Date. "Registration Statement" shall mean the
registration statements referred to in paragraph (a) above,
including incorporated documents, exhibits and financial
statements, as amended at the Execution Time. "Rule 415" and "Rule
424" refer to such rules under the Act. Any reference herein to
the Registration Statement or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the Registration
Statement or the issue date of the Prospectus, as the case may be;
and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Prospectus, as the
case may be, deemed to be incorporated therein by reference.
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2. Appointment of Agents; Solicitation by the Agents of
Offers to Purchase; Sales of Notes to a Purchaser.
(a)Subject to the terms and conditions set forth
herein, the Company hereby authorizes each of the Agents to act as
its agent to solicit offers for the purchase of all or part of the
Notes from the Company.
On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, each of the
Agents agrees, as agent of the Company, to use its reasonable
efforts to solicit offers to purchase the Notes from the Company
upon the terms and conditions set forth in the Prospectus (and any
supplement thereto) and in the Procedures. Each Agent shall make
reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Notes has been solicited
by such Agent and accepted by the Company, but such Agent shall
not, except as otherwise provided in this Agreement, have any
liability to the Company in the event any such purchase is not
consummated for any reason. Except as provided in Section 2(b) ,
under no circumstances will any Agent be obligated to purchase any
Notes for its own account. It is understood and agreed, however,
that any Agent may purchase Notes as principal pursuant to Section
2(b).
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time
or permanently, the solicitation of offers to purchase the Notes.
Upon receipt of instructions from the Company, the Agents will
forthwith suspend solicitation of offers to purchase Notes from the
Company until such time as the Company has advised them that such
solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company as
a result of a solicitation made by such Agent, in an amount equal
to that percentage specified in Schedule I hereto of the aggregate
principal amount of the Notes sold by the Company. Such commission
shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited by an
Agent as agent for the Company at such time and in such amounts as
such Agent deems advisable. The Company may from time to time
offer Notes for sale otherwise than through an Agent.
If the Company shall default in its obligations to deliver
Notes to a purchaser whose offer it has accepted, the Company shall
indemnify and hold each of you harmless against any loss, claim or
damage arising from or as a result to such default by the Company.
(b)Subject to the terms and conditions stated herein,
whenever the Company and any Agent determine that the Company shall
sell Notes directly to such Agent as Purchaser, each such sale of
Notes shall be made in accordance with the terms of this Agreement,
unless otherwise agreed by the Company and such Agent, and any
supplemental agreement relating thereto (which may be an oral or
written agreement) between the Company and the Purchaser. Each
such supplemental agreement (which shall be substantially in the
form of Exhibit B) is herein referred to as a "Terms Agreement."
Each Terms Agreement shall describe (whether orally or in writing)
the Notes to be purchased by the Purchaser pursuant thereto, and
shall specify the principal amount of such Notes, the maturity date
of such Notes, the rate at which interest will be paid on the Notes
and the record dates for each payment of interest, the Closing Date
for the purchase of such Notes, the place of delivery of the Notes
and payment therefor, the method of payment and any requirements
for the delivery of opinions of counsel, certificates from the
Company or its officers, or a letter from the Company's independent
public accountants as described in Section 6(b). Such Terms
Agreement shall also specify the period of time referred to in
Section 4(m). The Purchaser's commitment to purchase Notes
pursuant to any Terms Agreement shall be deemed to have been made
on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions
herein set forth.
Delivery of the certificates for Notes sold to the Purchaser
pursuant to any Terms Agreement shall be made as agreed to between
the Company and the Purchaser as set forth in the respective Terms
Agreement, not later than the Closing Date set forth in such Terms
Agreement, against payment of funds to the Company in the net
amount due to the Company for such Notes by the method and in the
form set forth in the Procedures unless otherwise agreed to between
the Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the
Purchaser in a Terms Agreement, any Note sold to a Purchaser (i)
shall be purchased by such Purchaser at a price equal to 100% of
the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Note of identical
maturity and (ii) may be resold by such Agent at varying prices
from time to time. In connection with any resale of Notes
purchased, a Purchaser may use a selling or dealer group and may
reallow any portion of the discount or commission payable pursuant
hereto to dealers or purchasers.
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3. Offering and Sale of Notes.
Each Agent and the Company agree to perform the respective
duties and obligations specifically provided to be performed by
them in the Procedures.
4. Agreements. The Company agrees with you that:
(a)Prior to the termination of the offering of the
Notes, the Company will not file any amendment to the Registration
Statement or supplement to the Prospectus (except (i) periodic or
current reports filed under the Exchange Act or (ii) a supplement
relating to any offering of Notes providing solely for the
specification of or a change in the maturity dates, interest rates,
issuance prices or other similar terms of any Notes). Subject to
the foregoing sentence, the Company will cause each supplement to
the Prospectus to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to you of such
filing. The Company will promptly advise each of you (i) when the
Prospectus, and any supplement thereto, shall have been filed with
the Commission pursuant to Rule 424(b), (ii) when, prior to the
termination of the offering of the Notes, any amendment of the
Registration Statement shall have been filed or become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement, or any part thereof, or the institution or threatening
of any proceeding for that purpose, or if the Company has knowledge
that any such action is contemplated by the Commission, and (v) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b)If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event occurs
as a result of which the Prospectus as then supplemented would
include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend the Registration
Statement or to supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the Company
promptly will (i) notify each of you to suspend solicitation of
offers to purchase Notes (and, if so notified by the Company, each
of you shall forthwith suspend such solicitation and cease using
the Prospectus as then supplemented), (ii) prepare and file with
the Commission, subject to the first sentence of paragraph (a) of
this Section 4, an amendment or supplement which will correct such
statement or omission or effect such compliance and (iii) supply
any supplemented Prospectus to each of you in such quantities as
you may reasonably request. If such amendment or supplement, and
any documents, certificates and opinions furnished to any of you
pursuant to paragraph (g) of this Section 4 in connection with the
preparation or filing of such amendment or supplement are
satisfactory in all respects to you, you will, upon the filing of
such amendment or supplement with the Commission and upon the
effectiveness of an amendment to the Registration Statement, if
such an amendment is required, resume your obligation to solicit
offers to purchase Notes hereunder. Notwithstanding the foregoing,
if, at the time of any notification to suspend solicitations, any
Agent shall own any of the Notes with the intention of reselling
them, or the Company has accepted an offer to purchase Notes but
the related settlement has not occurred, the Company, subject to
the provisions of subsection (a) of this Section, will promptly
prepare and file with the Commission an amendment or supplement
which will correct such statement or omission or an amendment which
will effect such compliance.
(c)The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the Act,
will file promptly all documents required to be filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act and will furnish to each of you copies of such
documents. In addition, on or prior to the date on which the
Company makes any announcement to the general public concerning
earnings or concerning any other event which is required to be
described, or which the Company proposes to describe, in a document
filed pursuant to the Exchange Act, the Company will furnish to
each of you the information contained or to be contained in such
announcement. The Company also will furnish to each of you copies
of all other press releases or announcements to the general public.
The Company will immediately notify each of you of any downgrading
in the rating of the Notes or any other debt securities of the
Company, or any proposal to downgrade the rating of the Notes or
any other debt securities of the Company, by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act), as soon as the Company
learns of any such downgrading or proposal to downgrade.
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(d)As soon as practicable, the Company will make
generally available to its security holders and to each of you an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(e)The Company will furnish to each of you and your
counsel, without charge, copies of the Registration Statement
(including all amendments and exhibits thereto) and, so long as
delivery of a prospectus may be required by the Act, as many copies
of the Prospectus and any supplement thereto as you may reasonably
request.
(f)The Company will arrange for the qualification of
the Notes for sale under the laws of such jurisdictions as any of
you may designate, will maintain such qualifications in effect so
long as required for the distribution of the Notes, and will
arrange for the determination of the legality of the Notes for
purchase by institutional investors.
(g)The Company shall furnish to each of you such
information, documents, certificates of officers of the Company and
opinions of counsel for the Company relating to the business,
operations and affairs of the Company, the Registration Statement,
the Prospectus, and any amendments thereof or supplements thereto,
the Indenture, the Notes, this Agreement, the Procedures and the
performance by the Company and you of its and your respective
obligations hereunder and thereunder as any of you may from time to
time and at any time prior to the termination of this Agreement
reasonably request.
(h)The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the
performance of its obligations under this Agreement, including the
fees and disbursements of its accountants and counsel, the cost of
printing or other production and delivery of the Registration
Statement, the Prospectus, all amendments thereof and supplements
thereto, the Indenture, this Agreement and all other documents
relating to the offering, the cost of preparing, printing,
packaging and delivering the Notes, the fees and disbursements,
including fees of counsel, incurred in compliance with Section
4(f), the fees and disbursements of the Trustee and the fees of any
agency that rates the Notes, (ii) reimburse each of you on a
monthly basis for all out-of-pocket expenses (including without
limitation advertising expenses), if any, incurred by you in
connection with this Agreement and (iii) pay the reasonable fees
and expenses of your counsel incurred in connection with this
Agreement.
(i)Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement are true
and correct at the time of such acceptance, as though made at and
as of such time, and a covenant that such representations and
warranties will be true and correct at the time of delivery to the
purchaser of the Notes relating to such acceptance, as though made
at and as of such time (it being understood that for purposes of
the foregoing affirmation and covenant such representations and
warranties shall relate to the Registration Statement and
Prospectus as amended or supplemented at each such time). Each
such acceptance by the Company of an offer for the purchase of
Notes shall be deemed to constitute an additional representation,
warranty and agreement by the Company that, as of the settlement
date for the sale of such Notes, after giving effect to the
issuance of such Notes, of any other Notes to be issued on or prior
to such settlement date and of any other Securities to be issued
and sold by the Company on or prior to such settlement date, the
aggregate amount of Securities (including any Notes) which have
been issued and sold by the Company will not exceed the amount of
Securities registered pursuant to the Registration Statement.
(j)Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement relating to any offering of Securities other than the
Notes or providing solely for the specification of or a change in
the maturity dates, the interest rates, the issuance prices or
other similar terms of any Notes sold pursuant hereto), the Company
will deliver or cause to be delivered promptly to each of you a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of
the Company, dated the date of the effectiveness of such amendment
or the date of the filing of such supplement, in form reasonably
satisfactory to you, of the same tenor as the certificate referred
to in Section 5(e) but modified to relate to the last day of the
fiscal quarter for which financial statements of the Company were
last filed with the Commission and to the Registration Statement
and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement.
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(k)Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement (i) relating to any offering of Securities other than
the Notes, (ii) providing solely for the specification of or a
change in the maturity dates, the interest rates, the issuance
prices or other similar terms of any Notes sold pursuant hereto or
(iii) setting forth or incorporating by reference financial
statements or other information as of and for a fiscal quarter,
unless, in the case of clause (iii) above, in the reasonable
judgment of any of you, such financial statements or other
information are of such a nature that an opinion of counsel should
be furnished), the Company shall furnish or cause to be furnished
promptly to each of you written opinions of counsel to the Company
satisfactory to each of you, dated the date of the effectiveness of
such amendment or the date of the filing of such supplement, in
form satisfactory to each of you, of the same tenor as the opinions
referred to in Sections 5(b) and 5(c) but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or
the filing of such supplement or, in lieu of such opinion, counsel
last furnishing such an opinion to you may furnish each of you with
a letter to the effect that you may rely on such last opinion to
the same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last opinion
will be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement).
(l)Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or
supplemental financial information, the Company shall cause its
independent public accountants promptly to furnish to each of you
a letter, dated the date of the effectiveness of such amendment or
the date of the filing of such supplement, in form satisfactory to
each of you, of the same tenor as the letter referred to in Section
5(f) with such changes as may be necessary to reflect the amended
and supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as
amended or supplemented to the date of such letter; provided,
however, that, if the Registration Statement or the Prospectus is
amended or supplemented solely to include or incorporate by
reference financial information as of and for a fiscal quarter, the
Company's independent public accountants may limit the scope of
such letter, which shall be satisfactory in form to each of you, to
the unaudited financial statements, the related "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and any other information of an accounting, financial
or statistical nature included in such amendment or supplement,
unless, in the reasonable judgment of any of you, such letter
should cover other information or changes in specified financial
statement line items.
(m)During the period, if any, specified (whether orally
or in writing) in any Terms Agreement, the Company shall not,
without the prior consent of the Purchaser thereunder, offer, sell,
contract to sell or announce the proposed issuance of any debt
securities, including Notes, with terms substantially similar to
the Notes being purchased pursuant to such Terms Agreement, other
than borrowings under its revolving credit agreements and lines of
credit and issuances of its commercial paper.
5. Conditions to the Obligations of the Agents.
The obligation of each Agent to solicit offers to purchase the
Notes shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the
Execution Time, on the Effective Date, when any supplement to the
Prospectus is filed with the Commission, as of each Closing Date
and on the date of each solicitation, to the accuracy of the
statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a)If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus, and
any such supplement, shall have been filed in the manner and within
the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement, or any
part thereof, shall have been issued and no proceedings for that
purpose shall have been instituted or threatened, or, to the
knowledge of the Company or any Agent, be contemplated by the
Commission.
(b)The Company shall have furnished to each Agent the
opinion of H.T. Arthur, II, Esq., General Counsel for the Company,
dated the Execution Time, to the effect that:
(i)each of the Company and its Subsidiaries has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority to
own its properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it owns or
leases material properties or conducts material business;
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(ii)all the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, except as otherwise set forth in
the Prospectus, all outstanding shares of capital stock of the
Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, after due inquiry,
any other security interests, claims, liens or encumbrances;
(iii)the Company's authorized equity
capitalization is as set forth in the Registration Statement; and
the Notes conform to the description thereof contained in the
Prospectus (subject to the insertion in the Notes of the maturity
dates, the interest rates and other similar terms thereof which
will be described in supplements to the Prospectus as contemplated
by the third sentence of Section 1(a) of this Agreement);
(iv)the Indenture has been duly authorized,
executed and delivered, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect);
and the Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture
and the Procedures and delivered by the Trustee and paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture;
(v)the Company is a public utility holding company
within the meaning of the Public Utility Holding Company Act of
1935, as amended, but is exempt from registration as such under
such Act; and the Company is not subject to registration under the
Investment Company Act of 1940, as amended;
(vi)to the best knowledge of such counsel, there is
no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries, of a character
required to be disclosed in the Registration Statement which is not
adequately disclosed in the Prospectus, and there is no franchise,
contract or other document of a character required to be described
in the Registration Statement or Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the
statements included or incorporated in the Prospectus describing
any legal proceedings or material contracts or agreements relating
to the Company fairly summarize such matters;
(vii)the Registration Statement has become
effective under the Act; any required filing of the Prospectus, and
any supplements thereto, pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b); to
the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened,
and the Registration Statement and the Prospectus (except that no
opinion need be expressed as to the financial statements and other
financial and statistical information contained therein or the
Trustee's Statement of Eligibility on Form T-1) comply as to form
in all material respects with the applicable requirements of the
Act and the Exchange Act and the respective rules thereunder; and
such counsel has no reason to believe that the Registration
Statement at the Execution Time contained any untrue statement of
a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading or that the Prospectus includes any untrue statement of
a material fact or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading (except that no opinion need
be expressed as to the financial statements and other financial and
statistical information contained or incorporated by reference
therein or to any information relating to the book-entry system of
payments and transfers of the Notes or the depository therefor set
forth under the captions "Description of Medium-Term Notes - Book
Entry System" in the Prospectus or as to the Trustee's Statement of
Eligibility on Form T-1);
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(viii)this Agreement has been duly authorized,
executed and delivered by the Company;
(ix)no consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation of the transactions contemplated herein except such as
have been obtained under the Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the sale
of the Notes as contemplated by this Agreement and such other
approvals (specified in such opinion) as have been obtained;
(x)neither the execution and delivery of the
Indenture, the issue and sale of the Notes, nor the consummation of
any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a
breach or violation of, or constitute a default under, any law or
the charter or bylaws of the Company or the terms of any indenture
or other agreement or instrument known to such counsel and to which
the Company or any of its subsidiaries is a party or bound, or any
judgment, order, decree or regulation known to such counsel to be
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries; and
(xi)no holders of securities of the Company have
rights to the registration of such securities under the
Registration Statement.
In rendering such opinion, such counsel may rely as to matters of
fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials and may assume that
the laws of the State of New York are identical to the laws of the
State of South Carolina. References to the Prospectus in this
paragraph (b) include any supplements thereto at the date such
opinion is rendered.
(c)The Company shall have furnished to each Agent the
opinion of McNair Law Firm, P.A., counsel for the Company, dated
the Execution Time, to the effect that:
(i) each of the Company and its Subsidiaries has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority to
own its properties and conduct its business as described in the
Prospectus;
(ii) the Company's authorized equity capitalization
is as set forth in the Registration Statement; and the Notes
conform to the description thereof contained in the Prospectus
(subject to the insertion in the Notes of the maturity dates, the
interest rates and other similar terms thereof which will be
described in supplements to the Prospectus as contemplated by the
third sentence of Section 1(a) of this Agreement);
(iii) the Indenture has been duly authorized,
executed and delivered, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
effecting creditors' rights generally from time to time in effect);
and the Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture
and the Procedures and delivered by the Trustee and paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture;
(iv) the Registration Statement has become
effective under the Act; any required filing of the Prospectus, and
any supplements thereto, pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b); to
the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened,
and the Registration Statement and the Prospectus (except that no
opinion need be expressed as to the financial statements and other
financial and statistical information contained therein or the
Trustee's Statement of Eligibility on Form T-1) comply as to form
in all material respects with the applicable requirements of the
Act and the Exchange Act and the respective rules thereunder; and
such counsel has no reason to believe that the Registration
Statement at the Execution Time contained any untrue statement of
a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading or that the Prospectus includes any untrue statement of
a material fact or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading (except that no opinion need
be expressed as to the financial statements and other financial and
statistical information contained or incorporated by reference
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therein or to any information relating to the book-entry system of
payments and transfers of the Notes or the depository therefor set
forth under the caption "Description of Medium-Term Notes - Book
Entry System" in the Prospectus or as to the Trustee's Statement of
Eligibility on Form T-1);
(v) the Company is a public utility holding company
within the meaning of the Public Utility Holding Company Act of
1935, as amended, but is exempt from registration as such under
such Act; and the Company is not subject to registration under the
Investment Company Act of 1940, as amended;
(vi) this Agreement has been duly authorized,
executed and delivered by the Company; and
(vii) neither the execution and delivery of the
Indenture, the issue and sale of the Notes, nor the consummation of
any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a
breach or violation of, or constitute a default under, any law or
the charter or bylaws of the Company or the terms of any indenture
or other agreement or instrument known to such counsel and to which
the Company or any of its subsidiaries is a party or bound, or any
judgment, order, decree or regulation known to such counsel to be
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries.
In rendering such opinion, such counsel may rely as to matters of
fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials and may assume that
the laws of the State of New York are identical to the laws of the
State of South Carolina. References to the Prospectus in this
paragraph (c) include any supplements thereto at the date such
opinion is rendered.
(d) Each Agent shall have received from Thelen Reid & Priest
LLP, New York, New York, counsel for the Agents, such opinion or
opinions, dated the Execution Time, with respect to the issuance
and sale of the Notes, the Indenture, the Registration Statement,
the Prospectus (together with any supplement thereto) and other
related matters as the Agents may reasonably require, and the
Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.
(e) The Company shall have furnished to each Agent a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of
the Company, dated the Execution Time, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that:
(i)the representations and warranties of the Company in
this Agreement are true and correct in all material respects upon
and as of the date hereof with the same effect as if made on the
date hereof and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied as a condition to the obligation of the Agents to solicit
offers to purchase the Notes;
(ii)no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
35
<PAGE>
(iii)since the date of the most recent financial
statements included in the Prospectus (exclusive of any supplement
thereto dated after the Execution Time), there has been no material
adverse change in the condition (financial or other), earnings,
business or properties of the Company and its subsidiaries, whether
or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto dated after the Execution
Time).
(f)At the Execution Time, Deloitte & Touche LLP shall
have furnished to each Agent a letter or letters (which may refer
to letters previously delivered to the Agents), dated as of the
Execution Time, in form and substance satisfactory to the Agents,
confirming that they are independent accountants within the meaning
of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder and stating in effect
that:
(i)in their opinion the audited financial
statements, financial statement schedules and pro forma financial
statements, if any, included or incorporated in the Registration
Statement and the Prospectus and reported on by them comply in form
in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related
published rules and regulations;
(ii)on the basis of a reading of the latest
unaudited consolidated financial statements made available by the
Company; carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter;
a reading of the minutes of the meetings of the stockholders,
directors and executive committee of the Company and the
Subsidiaries; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of the
Company and its subsidiaries as to transactions and events
subsequent to the date of the most recent audited financial
statements included or incorporated in the Prospectus, nothing came
to their attention which caused them to believe that:
(1)any unaudited consolidated financial statements
included or incorporated in the Registration Statement and the
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules and
regulations of the Commission with respect to financial statements
included or incorporated in quarterly reports on Form 10-Q under
the Exchange Act; and said unaudited financial statements are not
in conformity with generally accepted accounting principles applied
on a basis substantially consistent with that of the audited
financial statements included or incorporated in the Registration
Statement and the Prospectus;
(2)with respect to the period subsequent to the
date of the most recent consolidated financial statements (other
than any capsule information), audited or unaudited, in or
incorporated in the Registration Statement and the Prospectus,
there were any changes, at a specified date not more than five
business days prior to the date of the letter, in the long-term
debt, common equity or preferred stock (not subject to purchase or
sinking funds) of the Company and its subsidiaries, or decreases in
the stockholders' investment of the Company and its subsidiaries,
as compared with the amounts shown on the most recent consolidated
balance sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period from the date of
the most recent financial statements included or incorporated in
the Registration Statement and the Prospectus to such specified
date there were any decreases, as compared with the corresponding
period in the preceding year in operating revenues or operating
income or income before interest charges or in total or per share
amounts of net income of the Company and its subsidiaries, except
in all instances for changes or decreases set forth in such letter,
in which case the letter shall be accompanied by an explanation by
the Company as to the significance thereof unless said explanation
is not deemed necessary by the Agents; or
(3)the amounts included under the caption "Summary
Consolidated Financial and Operating Information" in the
Prospectus, were not determined on a basis substantially consistent
with that of the corresponding amounts in the audited financial
statements included or incorporated in the Registration Statement
and the Prospectus;
36
<PAGE>
(iii)they have performed certain other
specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical
nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company and its subsidiaries) set forth in the Registration
Statement and the Prospectus, including certain of the information
included or incorporated in Items 1, 6, 7, 10 and 11 of the
Company's Annual Report on Form 10-K, incorporated in the
Registration Statement and the Prospectus, certain of the
information included in the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form 10-Q,
incorporated in the Registration Statement and the Prospectus, and
the information included in the Prospectus under the captions
"Ratio of Earnings to Fixed Charges" and "Summary Consolidated
Financial and Operating Information," agrees with the accounting
records of the Company and its subsidiaries, excluding any
questions of legal interpretation; and
(iv)if unaudited pro forma financial statements are
included or incorporated in the Registration Statement and the
Prospectus, on the basis of a reading of the unaudited pro forma
financial statements, carrying out certain specified procedures,
inquiries of certain officials of the Company and its subsidiaries
(including any entity which is acquired, by merger or otherwise,
after the Execution Time, and including any entity which is the
subject of any contract to acquire, by merger or otherwise, on the
date of such financial statements) who have responsibility for
financial and accounting matters, and proving the arithmetic
accuracy of the application of the pro forma adjustments to the
historical amounts in the pro forma financial statements, nothing
came to their attention which caused them to believe that the pro
forma financial statements do not comply in form in all material
respects with the applicable accounting requirements of Rule 11-02
of Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of
such statements.
References to the Prospectus in this paragraph (f)
include any supplement thereto at the date of the letter.
(g)Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates, letters from accountants and opinions of counsel as
the Agents may reasonably request.
If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided
in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to
such Agents and their counsel, this Agreement and all obligations
of any Agent hereunder may be canceled at any time by the Agents.
Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall
be delivered at the office of Thelen Reid & Priest LLP, counsel for
the Agents, at 40 West 57th Street, New York, New York 20019, at
the Execution Time.
6. Conditions to the Obligations of the Purchaser.
The obligations of the Purchaser to purchase any Notes will be
subject to the accuracy of the representations and warranties on
the part of the Company herein as of the date of any related Terms
Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a)No stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued
and no proceedings for that purpose shall have been instituted or
threatened, or, to the knowledge of the Company or any Agent, be
contemplated by the Commission.
37
<PAGE>
(b)If specified by any related Terms Agreement and
except to the extent modified by such Terms Agreement, the
Purchaser shall have received, appropriately updated, (i) a
certificate of the Company, dated as of the Closing Date, to the
effect set forth in Section 5(e) (except that references to the
Prospectus shall be to the Prospectus as supplemented at the time
of execution of the Terms Agreement), (ii) the opinion of McNair
Law Firm, P.A., counsel for the Company, dated as of the Closing
Date, to the effect set forth in Section 5(c), (iii) the opinion of
H.T. Arthur, II, Esq., General Counsel for the Company, dated as of
the Closing Date, to the effect set forth in Section 5(b), (iv) the
opinion of Thelen Reid & Priest LLP, counsel for the Purchaser,
dated as of the Closing Date, to the effect set forth in Section
5(d), and (v) a letter of Deloitte & Touche LLP, independent
accountants for the Company, dated as of the Closing Date, to the
effect set forth in Section 5(f).
(c)Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certificates
and documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided
in this Agreement and any Terms Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this
Agreement or such Terms Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the
Purchaser and its counsel, such Terms Agreement and all obligations
of the Purchaser thereunder and with respect to the Notes subject
thereto may be canceled at, or at any time prior to, the respective
Closing Date by the Purchaser. Notice of such cancellation shall
be given to the Company in writing or by telephone or telegraph
confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase.
(a)The Company agrees that any person who has agreed to
purchase and pay for any Note, including a Purchaser and any person
who purchases pursuant to a solicitation by any of the Agents,
shall have the right to refuse to purchase such Note if, at the
Closing Date therefor, any condition set forth in Section 5 or 6,
as applicable, shall not be satisfied in all material respects.
(b)The Company agrees that any person who has agreed to
purchase and pay for any Note pursuant to a solicitation by any of
the Agents shall have the right to refuse to purchase such Note if,
subsequent to the agreement to purchase such Note, any change,
condition or development specified in any of the Sections 9 (b) (i)
through (v) shall have occurred (without regard to any judgment of
a Purchaser required therein) the effect of which is, in the
judgment of the Agent which presented the offer to purchase such
Note, so material and adverse as to make it impractical or
inadvisable to proceed with the delivery of such Note (it being
understood that under no circumstance shall any such Agent have any
duty or obligation to exercise the judgment permitted to be
exercised under this Section 7(b) and Section 9(b)).
8. Indemnification and Contribution.
(a)The Company agrees to indemnify and hold harmless
each of you, the directors, officers, employees and agents of each
of you and each person who controls each of you within the meaning
of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which you,
they or any of you or them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the
registration of the Notes as originally filed or in any amendment
thereof, or in the Prospectus or any preliminary Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action, as incurred;
provided, however, that (i) the Company will not be liable in any
such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information
furnished to the Company by any of you specifically for use in
connection with the preparation thereof, and (ii) such indemnity
with respect to the Prospectus or any preliminary Prospectus shall
not inure to the benefit of any of you (or any person controlling
any of you) from whom the person asserting any such loss, claim,
damage or liability purchased the Notes which are the subject
thereof if such person did not receive a copy of the Prospectus (or
the Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of
such Notes to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a
material fact contained in the Prospectus or any preliminary
Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
38
<PAGE>
(b)Each of you agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs
the Registration Statement and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to you, but
only with reference to written information relating to such of you
furnished to the Company by such of you specifically for use in the
preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any
liability which you may otherwise have. The Company acknowledges
that the statements set forth in the last paragraph of the cover
page of the Prospectus and under the heading "Plan of Distribution"
in the Prospectus, constitute the only information furnished in
writing by any of you for inclusion in the documents referred to in
the foregoing indemnity, and you confirm that such statements are
correct.
(c)Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party
otherwise than under this Section 8. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified
party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the
next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by you in the case of paragraph
(a) of this Section 8, representing the indemnified parties under
such paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such clause
(i) or (iii).
(d)In order to provide for just and equitable
contribution in circumstances in which the indemnification provided
for in paragraph (a) of this Section 8 is due in accordance with
its terms but is for any reason held by a court to be unavailable
from the Company on grounds of policy or otherwise, the Company and
each of you shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending
same) to which the Company and any of you may be subject in such
proportion so that each of you is responsible for that portion
represented by the percentage that the aggregate commissions
received by such of you pursuant to Section 2 in connection with
the Notes from which such losses, claims, damages and liabilities
arise (or, in the case of Notes sold pursuant to a Terms Agreement,
the aggregate commissions that would have been received by such of
you if such commissions had been payable), bears to the aggregate
principal amount of such Notes sold and the Company is responsible
for the balance; provided, however, that (y) in no case shall any
of you be responsible for any amount in excess of the commissions
received by such of you in connection with the Notes from which
such losses, claims, damages and liabilities arise (or, in the case
of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by such of you if such
commissions had been payable) and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes
of this Section 8, each person who controls any of you within the
meaning of the Act shall have the same rights to contribution as
you and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the
Company, subject in each case to clause (z) of this paragraph (d).
Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be made
against another party or parties under this paragraph (d), notify
such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than
under this paragraph (d).
39
<PAGE>
9. Termination.
This Agreement will continue in effect until terminated as
provided in this Section 9. In the event of such termination, no
party shall have any liability to the other party hereto, except as
provided in the fourth paragraph of Section 2(a), Section 4(h),
Section 8 and Section 10.
(a)This Agreement may be terminated by either the
Company as to any of you or by any of you insofar as this Agreement
relates to such of you, by giving written notice of such
termination to such of you or the Company, as the case may be.
This Agreement shall so terminate at the close of business on the
first business day following the receipt of such notice by the
party to whom such notice is given.
(b)Each Terms Agreement (whether oral or written) shall
be subject to termination in the absolute discretion of the
Purchaser, by notice given to the Company prior to delivery of any
payment for any Note to be purchased thereunder, if prior to such
time (i) there shall have occurred, subsequent to the agreement to
purchase such Note, any change, or any development involving a
prospective change, in or affecting the business or properties of
the Company and its subsidiaries the effect of which is, in the
judgment of the Purchaser, so material and adverse as to make it
impractical or inadvisable to proceed with the delivery of such
Note, (ii) there shall have been, subsequent to the agreement to
purchase such Note, any decrease in the rating of any of the
Company's debt securities by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under
the Act) or any notice given of any intended or potential decrease
in any such rating or of a possible change in any such rating that
does not indicate the direction of the possible change, (iii)
trading in the Company's Common Stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established
on such Exchange, (iv) a banking moratorium shall have been
declared either by Federal or New York State authorities, or (v)
there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the judgment of the
Purchaser, impracticable or inadvisable to proceed with the
offering or delivery of such Notes as contemplated by the
Prospectus (exclusive of any supplement thereto.)
10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its officers and
of you set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by
or on behalf of you or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The
provisions of Sections 4(h) and 8 hereof shall survive the
termination or cancellation of this Agreement. The provisions of
this Agreement (including without limitation Section 7 hereof)
applicable to any purchase of a Note for which an agreement to
purchase exists prior to the termination hereof shall survive any
termination of this Agreement.
11. Notices.
All communications hereunder will be in writing and effective
only on receipt, and, if sent to any of you, will be mailed,
delivered, telecopied or telegraphed and confirmed to such of you,
at the address specified in Schedule I hereto; or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to
it at 1426 Main Street, Columbia, South Carolina 29201, attention
of the General Counsel.
12. Successors.
This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors, directors,
officers, employees, agents and controlling persons and controlling
persons referred to in Section 8 hereof, and, to the extent
provided in Section 7, any person who has agreed to purchase Notes,
and no other person will have any right or obligation hereunder.
40
<PAGE>
13. Applicable Law.
This Agreement will be governed by and construed in accordance
with the laws of the State of New York.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent
a binding agreement among the Company and you.
Very truly yours,
SCANA Corporation
By:
Its:
The foregoing Agreement is
hereby confirmed and accepted as of the date hereof.
By:
Its:
By:
Its:
By:
Its:
41<PAGE>
<PAGE>
SCHEDULE I
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold by
such Agent:
Maturity Range of Notes amount Percentage of Principal
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years up to and including 30 years .750%
The fee for maturities other than those specified above shall
be determined by interpolation between such specified maturities on
a pro rata monthly basis.
Address for Notice to you:
Notices to shall be directed to it at .
Notices to shall be directed to it at .
Notices to shall be directed to it at .
42
<PAGE>
EXHIBIT B
SCANA
CORPORATION
Medium-Term Notes
Due from Nine Months to Thirty Years
from Date of Issue
TERMS AGREEMENT
_________________, ______
Attention:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated ____________,
1998, among PaineWebber Incorporated, Credit Suisse First Boston
Corporation and NationsBanc Montgomery Securities LLC and you,
the undersigned agrees to purchase the following Notes of:
Aggregate Principal Amount:
Interest Rate:
Date of Maturity:
If Fixed Rate Notes !
Interest Rate:
Interest Payment Period:
Interest Payment Dates:
Regular Record Dates:
If Floating Rate Notes !
Initial Interest Rate:
Base Rate: Index Maturity:
Spread: Spread Multiplier:
Minimum Interest Rate, if any:
Maximum Interest Rate, if any:
Interest Reset Period:
Interest Reset Dates:
Interest Payment Period:
Interest Payment Dates:
Regular Record Dates:
[Redemption Dates and Prices:]
1
<PAGE>
[Repayment Dates and Prices:]
Purchase Price: % of Principal Amount [plus accrued
interest from _______________, ______]
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser]
By: _______________________________
Accepted:
By: ____________________________
Title: _______________________
2
Exhibit 5
September 30, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I refer to the proposed issue and sale of up to $200,000,000 principal
amount of Medium-Term Notes, (the "Notes"), to be issued from time to time, by
SCANA Corporation (the "Company"), with respect to which the Company has filed
a Registration Statement on Form S-3 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and Rule 415 thereof.
In connection therewith, I have examined (a) the Registration Statement,
filed September 30, 1998 (the "Registration Statement"), to which this opinion
is an exhibit; (b) the Indenture dated as of November 1, 1989 (the "Indenture"),
made by SCANA Corporation to The Bank of New York as Trustee, incorporated by
reference in the Registration Statement; and (c) such other corporate documents,
proceedings and questions of law as I have considered necessary.
Based on the foregoing, I am of the opinion that, with respect to the
Notes, when (a) the Registration Statement, and any subsequent amendments
thereto, have become effective under the Securities Act of 1933, as amended,
(b) the Indenture has been qualified under the Trust Indenture Act of 1939,
as amended, (c) the Board of Directors of the Company has authorized the
issuance and sale of the Notes, (d) a pricing supplement relating to the Notes
has been filed with, or mailed for filing to, the Securities and Exchange
Commission, and (e) the Notes have been duly executed, authenticated, issued
and delivered in accordance with the corporate authorizations aforesaid, the
Notes will be duly authorized and will constitute legal, valid and binding
obligations of the Company, subject as to enforceability to applicable
bankruptcy, insolvency, reorganization or other laws of general applicability
relating to or affecting creditors' rights generally and general equitable
principles, and will be entitled to the benefits and security of the Indenture.
I hereby consent to filing of this opinion with the Registration Statement
and to the use of my name under the caption "Legal Opinions" included therein.
Sincerely,
s/H. Thomas Arthur
H. Thomas Arthur
Senior Vice President, General
Counsel and Assistant Secretary
81
<TABLE> EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
YEARS ENDED DECEMBER 31, 1997, 1996, 1995, 1994 AND 1993
SIX MONTHS ENDED JUNE 30, 1998
(Dollars in Millions)
<S> <C> <S> <C> <C> <C> <C> <C> <C> <C>
Six Months Ended
June 30, Years Ended December 31,
1998 1997 1996 1995 1994 1993
Earnings:
Net Income (before Pref. Dividends) $110.1 $230.0 $220.7 $174.0 $121.4 $171.5
Add: Provisions for Income Taxes 62.2 113.6 119.1 99.1 62.5 90.7
Fixed Charges (per below) 62.9 129.6 130.5 136.3 118.3 110.2
Total Earnings (as defined by Reg. S-K) $235.2 $473.2 $470.3 $409.4 $302.2 $372.4
Fixed Charges:
Interest on Long-Term Debt $ 57.3 $113.6 $112.3 $113.9 $106.6 $ 96.9
Other Interest Expense 3.9 11.7 13.3 17.1 6.8 8.7
Amort. of Debt Disc. & Exp., Net 1.3 2.6 2.6 2.5 2.2 1.8
Rentals Interest Portion 0.4 1.7 2.3 2.8 2.7 2.8
Total Fixed Charges (as defined by Reg. S-K) $ 62.9 $129.6 $130.5 $136.3 $118.3 $110.2
Coverage Ratio (Earnings/Fixed Charges) 3.74 3.65 3.60 3.00 2.55 3.38
</TABLE>
82
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of SCANA Corporation on Form S-3 of our report dated February 8, 1998 appearing
in the Annual Report on Form 10-K of SCANA Corporation for the year ended
December 31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
s/Deloitte & Touche
DELOITTE & TOUCHE LLP
Columbia, South Carolina
September 30, 1998
83
EXHIBIT 24
POWER OF ATTORNEY
The undersigned directors of SCANA Corporation (the "Company") hereby
appoint W. B. Timmerman and K. B. Marsh, each of them severally, as the
attorney-in-fact of the undersigned, to sign in the name(s) and behalf of the
undersigned, in any and all capacities stated therein, and to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a Registration Statement on Form S-3, and any and all amendments thereto, with
respect to the issuance and sale of up to $200,000,000 of such Company's Medium-
Term Notes.
Dated August 19, 1998
Columbia, South Carolina
s/B. L. Amick s/W. H. Hipp
B. L. Amick W. H. Hipp
Director Director
s/J. A. Bennett s/F. C. McMaster
J. A. Bennett F. C. McMaster
Director Director
s/W. B. Bookhart, Jr. s/L. M. Miller
W. B. Bookhart, Jr. L. M. Miller
Director Director
s/W. T. Cassels, Jr. s/J. B. Rhodes
W. T. Cassels, Jr. J. B. Rhodes
Director Director
s/H. M. Chapman s/M. K. Sloan
H. M. Chapman M. K. Sloan
Director Director
s/E. T. Freeman s/W. B. Timmerman
E. T. Freeman W. B. Timmerman
Director Director
s/L. M. Gressette, Jr.
L. M. Gressette, Jr.
Director
84
EXHIBIT 25
=======================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
SCANA CORPORATION
(Exact name of obligor as specified in its charter)
South Carolina 57-0784499
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1426 Main Street
Columbia, South Carolina 29201
(Address of principal executive offices) (Zip code)
______________________
Debt Securities
(Title of the indenture securities)
=======================================================================
<PAGE>
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
- -----------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------
Superintendent of Banks of 2 Rector Street, New York,
the State of New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance
Corporation Washington, D.C. 20429
New York Clearing House
Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an exhibit
hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of
1939 (the "Act") and 17 C.F.R. 229.10 (d).
1. A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in The City of New York, and State of New York, on the 25th day of
September, 1998.
THE BANK OF NEW YORK
By: /s/MARY JANE SCHMALZEL
Name: MARY JANE SCHMALZEL
Title: VICE PRESIDENT
