Registration No. 333-87281
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
57-0784499
- --------------------------------------------------------------------------------
(I.R.S. employer identification number)
1426 Main Street, Columbia, South Carolina 29201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
SCANA Corporation Stock Purchase-Savings Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
H. Thomas Arthur, II
Senior Vice President, General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(803) 217-8547
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair Law Firm, P.A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
<PAGE>
Part II
Item 3. Incorporation of Documents by Reference
This Registration Statement on Form S-8 hereby incorporates the following
documents which are not presented herein:
1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1998, as amended.
2) Annual Report of the Company's Stock Purchase-Savings Plan
(the "Plan") for the year ended December 31, 1998, as filed on
Form 10-K/A.
3) Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999.
4) The Registration Statement for Common Stock of the Company under
the Exchange Act on Form 8-B dated November 7, 1984, as amended
May 26, 1995.
5) SCANA's Current Report on Form 8-K dated February 16, 1999.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At November 30, 1999, H. Thomas Arthur, II, Esquire, who is Senior Vice
President, General Counsel and Assistant Secretary, and a full-time employee of
the Company, owned beneficially 9,603 shares of the Company's Common Stock,
including shares acquired by the trustee under the 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.
<PAGE>
Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 and the Registrant's
By-Laws provide for indemnification of the Registrant's directors and officers
in a variety of circumstances, which may include indemnification for liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). Under
Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina Business
Corporation Act of 1988, as amended, a South Carolina corporation is authorized
generally to indemnify its directors and officers in civil or criminal actions
if they acted in good faith and reasonably believed their conduct to be in the
best interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The Registrant's
By-Laws require indemnification of directors and officers with respect to
expenses actually and necessarily incurred by them in connection with the
defense or settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in relation to
matters as to which they shall be adjudged to be liable for willful misconduct
in the performance of duty and to such matters as shall be settled by agreement
predicated on the existence of such liability. In addition, the Registrant
carries insurance on behalf of directors, officers, employees or agents that may
cover liabilities under the Securities Act. Finally, as permitted by Section
33-2-102 of the South Carolina Business Corporation Act of 1988, the
Registrant's Restated Articles of Incorporation provide that no director of the
Company shall be liable to the Company or its shareholders for monetary damages
for breach of his fiduciary duty as a director occurring after April 26, 1989,
except for (i) any breach of the director's duty of loyalty to the Registrant or
its shareholders, (ii) acts or omissions not in good faith or which involve
gross negligence, intentional misconduct or a knowing violation of law, (iii)
certain unlawful distributions or (iv) any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration Statement are listed in
the Exhibit Index following the signature pages. 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. The Registrant
undertakes to submit the Plan, and any future amendments thereto, to the
Internal Revenue Service (the "IRS") in a timely manner and to make all changes
required by the IRS in order to continue to qualify the Plan.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and
(C) 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;
PROVIDED, HOWEVER, that clauses (1)(A) and (1)(B) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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.
(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.
<PAGE>
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment no. 1 to registration statement no. 333-87281 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Columbia, State of South Carolina, on this 29th day of December 1999.
(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
post-effective amendment no. 1 to registration statement no. 333-87281
has been signed by the following persons in the capacities and on the date
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: December 29, 1999
(ii) Principal financial and accounting officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President -Finance,
Chief Financial Officer
and Controller
Date: December 29, 1999
(iii) Other Directors:
* B. L. Amick, J. A. Bennett, W. B. Bookhart, Jr., H. M. Chapman, E. T.
Freeman, L. M. Gressette, Jr., D. M. Hagood, W. Hayne Hipp, L. M. Miller,
J. B. Rhodes, M. K. Sloan, H. L. Stowe
* Signed on behalf of each of these persons:
s/K. B. Marsh
K. B. Marsh
(Attorney-in-Fact)
Directors who did not sign:
None
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this post-effective amendment no. 1 to registration statement no.
333-87281 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, State of South Carolina, on December 29,
1999.
(PLAN) SCANA Corporation Stock
Purchase-Savings Plan
By: (Signature and Title) s/K. B. Marsh
K. B. Marsh
Chairman of the SCANA
Corporation Stock
Purchase-Savings Plan Committee
s/T. E. Boone, III
T. E. Boone, III
Member of the SCANA
Corporation Stock
Purchase-Savings Plan Committee
s/L. E. Cope
L. E. Cope
Member of the SCANA
Corporation Stock
Purchase-Savings Plan Committee
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
- -------------- -----------------------------------------------------------------
4.01 Restated Articles of Incorporation of SCANA as adopted on April
26, 1989 (Filed as Exhibit 3-A to Registration Statement
No. 33-49145)
4.02 Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
Exhibit 4-B to Registration Statement No. 33-62421)
4.03 By-Laws of SCANA as revised and amended on December 17, 1997
(Filed as Exhibit 4.01(b) to Registration Statement No. 33-86803)
4.04 SCANA Corporation Stock Purchase-Savings Plan as amended and
restated from January 1, 1989 to and as of January 1, 1999
(Previously filed)
4.04(a) Amendments to the SCANA Corporation Stock Purchase-Savings Plan
(Filed herewith on page 8)
4.05 Trust Agreement SCANA Corporation Stock Purchase-Savings Plan
dated January 15, 1999 (Previously filed)
5.01 Opinion Re Legality (Filed herewith on page 11)
23.01 Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith on page 12)
(b) Consent of H. Thomas Arthur, II (Included in his opinion in
Exhibit 5.01)
24.01 Power of Attorney (Previously filed)
99.01 Additional Exhibits
Not Applicable
Exhibit 4.04(a)
AMENDMENTS TO THE
SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN
Pursuant to the authority granted to the Employee Plans Committee by
the Board of Directors of SCANA Corporation by Sections 18.1 and 18.2 of the
SCANA Corporation Stock Purchase-Savings Plan (the "Plan"), the Plan is amended
as follows, effective as of December 1, 1999:
I. Article I is amended by deleting the present last paragraph in its entirety
and by inserting the following as the new second to last paragraph thereof:
The Plan is amended effective December 1, 1999 to add an employee stock
ownership plan feature. Thus, the Plan shall consist of two portions beginning
December 1, 1999. The first portion is a profit sharing plan intended to qualify
under Code Sections 401(a), 401(k) and 401(m). The second portion (the assets of
which are invested in the Common Stock Fund) is both a stock bonus plan and an
employee stock ownership plan intended to qualify under Code Sections 401(a) and
4975(e)(7), respectively, and as such is designed to invest primarily in
qualifying employer securities of SCANA Corporation.
II. Section 2.08 is amended as follows:
2.08 Common Stock Fund: An Investment Fund under which the Trustee
holds all of the assets in the employee stock ownership portion of the Plan,
including any shares of Common Stock and any cash dividends declared on Common
Stock. From time to time, the Common Stock Fund may be referred to as the "ESOP
Fund."
III. Section 3.02 is amended as follows:
3.02 Election Authorization: The notice of election to participate
under Section 3.1 shall authorize either (a) an Eligible Earnings deferral
election as permitted under Section 4.1 or (b) a payroll deduction election as
permitted under Section 4.2. Such notice may also authorize additional
contributions under the provisions of Section 4.3, an Investment Fund
designation pursuant to Section 6.2, and a dividend retention election pursuant
to Section 6.7.
IV. Section 6.7 is amended as follows:
6.7 Dividends on Common Stock: The following provisions shall apply
with respect to any cash dividends that are declared and paid on or after
December 1, 1999:
(a) Unless an Eligible Participant (as defined in subsection (b) below)
makes a dividend retention election pursuant to subsection (b), all cash
dividends paid on the shares of Common Stock held in a Participant's or Inactive
Participant's accounts shall be distributed directly to such individual as soon
as administratively practicable following the date the dividends are paid to the
Plan, but in no event later than 90 days after the end of the Plan Year in which
the dividends are paid to the Plan.
(b) Notwithstanding the provisions of subsection (a), each Participant
and each Inactive Participant who is performing services for a member of the
Controlled Group (each such Participant and Inactive Participant shall be
referred to herein as an "Eligible Participant") shall be entitled to make an
annual dividend retention election under which any cash dividends paid on the
shares of Common Stock held in the Eligible Participant's accounts shall be
retained for investment in Common Stock. Each such Eligible Participant's
dividend retention election shall be made in the manner prescribed by the Plan
Manager, including in the case of an Eligible Participant who is an active
Participant, as part of his election to make Deferrals, Regular Contributions,
Additional Contributions and Rollover Contributions pursuant to Section 3.2. An
Eligible Participant's dividend retention election shall remain in effect until
changed by the Eligible Participant. An Eligible Participant may change his
dividend retention election as of the first day of the Plan Year which begins
following the date the Plan Administrator receives a notice of change. Notice of
any such change shall be given on a form provided by the Employer, signed by the
Eligible Participant, and delivered to the Employer at least thirty (30) days
before the first Plan Year affected by the change.
V. The present Section 6.8 is renumbered to be Section 6.9, and the
following is inserted as new Section 6.8:
6.8 Earnings on U.S. Bond Fund and Money Market Fund: With respect to
the U.S. Bond Fund, interest on obligations of the United States shall be
reflected in the redemption value of such obligations. With respect to the Money
Market Fund, any earnings shall be reinvested pursuant to the fund's operating
guidelines.
VI. Renumbered Section 6.9 is amended as follows:
6.9 Uninvested Cash: Subject to the payment of cash dividends under
Section 6.7 above, any uninvested cash in the account of a Participant or
inactive Participant at the end of a Plan Year may be carried over to the next
Plan Year, and then invested in accordance with the investment designation
otherwise applicable under this Article VI.
VII. New Section 6.10 is added as follows:
6.10 Diversification of Amounts in the Common Stock Fund:
(a) Notwithstanding any other provision of this Plan, and consistent
with the requirements of Code Section 4975(e)(7) and the regulations thereunder,
each "Qualified Participant" (as hereinafter defined) may direct, within the
90-day period following the close of each Plan Year during the Participant's
"Qualified Election Period" (as hereinafter defined), the distribution or
reinvestment of up to: (i) 25% of the sum of the value of the Participant's
accounts held in the Common Stock Fund (determined as of the last preceding
Valuation Date) plus the amounts previously distributed or transferred from the
employee stock ownership portion of the Plan pursuant to this subsection (a),
less (ii) the amounts previously diversified (whether by transfer, distribution
or otherwise) to meet the requirements of this subsection (a), within the time
determined under subsection (b) below. For purposes of this subsection (a), if
the Qualified Participant elects to receive a distribution of the amount
described in the preceding sentence, the Qualified Participant may elect to
receive such amount in a single sum in cash or in shares of Common Stock.
With respect to the 25% limitation described in the preceding
paragraph, a Qualified Participant may, within 90 days after the close of the
last Plan Year in the Participant's Qualified Election Period, direct the
application of a percentage of up to 50% rather than 25%.
(b) Within 180 days after the close of each Plan Year during the
Qualified Election Period, the portion of a Qualified Participant's accounts
held in the Common Stock Fund to be diversified under subsection (a) shall be
distributed or reinvested, as directed by such Participant, and if distributed,
shall be subject to the cash or shares election described in subsection (a). Any
such distribution or reinvestment shall be derived from the Participant's
accounts to the extent invested in the Common Stock Fund in the order set forth
in the list below. Such amounts shall be not derived from any account until the
portion of all accounts previously listed that are invested in the Common Stock
Fund have been exhausted.
(1) An amount equal to all or part of the Participant's
before-1987 Regular Contributions made to his account under Section 4.3, to the
extent required to exhaust such amounts.
(2) An amount equal to all or part of the Participant's
before-1987 Regular Contributions made to his account under Section 4.2, to the
extent required to exhaust such amounts.
(3) An amount equal to all or part of the remaining amounts
allocated to the Participant's Regular Contributions account under Section 4.3.
(4) An amount equal to all or part of the remaining amounts
allocated to the Participant's Regular Contribution account under Section 4.2.
An amount equal to all or part of the amounts allocated to the Participant's
Rollover Contribution account under Section 4.8.
An amount equal to all or part of the amounts allocated to the Participant's
Employer Contributions account under Article V.
If the Participant has reached age 59 1/2, an amount equal to all or part of the
amounts allocated to the Participant's Deferral account under Section 4.3.
If the Participant has reached age 59 1/2, an amount equal to all or part of the
amounts allocated to the Participant's Deferral account under Section 4.1.
(c) For purposes of this Section 6.10, the terms "Qualified
Participant" and "Qualified Election Period" shall have the following meanings:
"Qualified Participant" means any Participant who attained age 55 and completed
at least ten "years of participation." "Years of participation" shall include
only years of participation on and after December 1, 1999 (the original
effective date of the employee stock ownership plan portion of the Plan).
"Qualified Election Period" means the six Plan Year period beginning with the
first Plan Year in which the individual first became a Qualified Participant.
Exhibit 5.01
December 29, 1999
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
Dear Sirs:
SCANA Corporation (the "Company") proposes to file with the Securities
and Exchange Commission a Post-Effective Amendment No. 1 to Registration
Statement No. 333-87281 on Form S-8 in connection with an amendment to the
Company's Stock Purchase-Savings Plan (the "Plan").
I have participated in the preparation of the aforesaid Post-Effective
Amendment No. 1 to Registration Statement No. 333-87281 and am familiar with all
other proceedings of the Company in connection with the Plan and the issuance of
the Stock thereunder. I have also made such further investigation as I have
deemed pertinent and necessary as a basis for this opinion.
Based upon the foregoing, I advise you that, upon (a) the aforesaid
Post-Effective Amendment No. 1 to Registration Statement No. 333-87281 becoming
effective; (b) issuance of the Stock in accordance with the terms of the Plan,
as amended, (c) the due execution, registration and countersignature of the
certificates for the Stock; and (d) the delivery of the Stock to the purchasers
thereof against receipt of the purchase price therefor; in my opinion the Stock
will have been duly authorized and legally and validly issued and will be fully
paid and nonassessable.
I hereby consent to the use of this opinion in connection with the
aforesaid Registration Statement.
Very truly yours,
s/H. Thomas Arthur, II
H. Thomas Arthur, II
Senior Vice President, General Counsel
and Assistant Secretary
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 333-87281 of SCANA Corporation on
Form S-8 of our report dated February 8, 1999 (February 17, 1999 as to Note 13),
appearing in the Annual Report on Form 10-K of SCANA Corporation for the year
ended December 31, 1998.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
December 29, 1999
