Registration No. 333-90073
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0248695
(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 and General Counsel
SCANA Corporation
1426 Main Street
Columbia, South Carolina 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. J. Michael Parish, Esq.
McNair Law Firm, P.A. Thelen Reid & Priest LLP
1301 Gervais Street - 17th Floor 40 West 57th Street
Columbia, SC 29201 New York, NY 10019
(803) 799-9800 (212) 603-2154
Approximate date of commencement of proposed sale to the public: After the
effective date of this 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. [ X ]
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 maximum
Title of each class of maximum aggregate
securities to be offering offering price* Amount of
registered Amount to be price per registration fee
registered unit*
Medium Term Notes $1,000,000,000 100% $1,000,000,000 $278,000
* Estimated solely for the purpose of calculating the registration fee.
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.
<PAGE>
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED ____________ ___, 1999.
PROSPECTUS
$1,000,000,000
SCANA Corporation
Medium Term Notes
Due from Nine Months to
Thirty Years from Date of Issue
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
(803) 217-9000
Internet Address: http://www.scana.com
The terms for each Note that are not specified in this prospectus will
be included in pricing supplements to this prospectus. We will receive between
$998,500,000 and $992,500,000 of the proceeds from the sale of the Notes, after
paying the agents' commissions of between $1,500,000 and $7,500,000. We may sell
the Notes at one or more times. Some or all of the following terms will apply to
the Notes:
o Mature nine months or more from date of issue
o Priced at 100% of face value, unless otherwise specified
o Fixed or floating interest rate. The floating interest rate formula may be
based on:
o Commercial paper rate
o LIBOR rate
o Treasury rate
o Any other base rate specified in a pricing supplement
o Interest paid on fixed rate Notes on April 1 and October 1
o Interest paid on floating rate Notes monthly, quarterly,
semi-annually, annually or as otherwise specified in a pricing
supplement
o Issued in book-entry form except under circumstances described
in this prospectus o Subject to redemption and repurchase at option of
the holder or at our option
o Minimum denominations of $1,000, increased in multiples of $1,000
We urge you to carefully read this prospectus and the applicable pricing
supplement, which will describe the specific terms of the offering, before you
make your investment decision.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus or any pricing supplement. Any
representation to the contrary is a criminal offense.
PaineWebber Incorporated
Credit Suisse First Boston
Banc of America Securities LLC
The date of this prospectus is ___________ ___, 1999.
<PAGE>
Table of Contents
Page
About this Prospectus.......................................
Where You Can Find More Information.........................
SCANA Corporation...........................................
Summary Consolidated Financial and Operating Information....
Ratio of Earnings to Fixed Charges..........................
Use of Proceeds.............................................
Description of the Notes....................................
Book-Entry System...........................................
Plan of Distribution........................................
Experts.....................................................
Validity of the Notes.......................................
Glossary....................................................
<PAGE>
26
About This Prospectus
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any or all of the Notes
described in this prospectus in one or more offerings up to a total dollar
amount of $1,000,000,000. This prospectus provides you with a general
description of the Notes. Each time we sell Notes, we will provide a pricing
supplement that will contain specific information about the terms of that
offering. The pricing supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and the
relevant pricing supplement, together with the additional information described
under the heading "Where You Can Find More Information."
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Because we have preferred stock which is listed on the New York Stock
Exchange, you may also read our SEC filings at the Stock Exchange offices at 20
Broad Street, New York, New York 10005. The information on our website is not a
part of this prospectus.
This prospectus does not repeat important information that you can find
elsewhere in the registration statement and in the reports and other documents
which we file with the SEC under the Securities Exchange Act of 1934. The SEC
allows us to "incorporate by reference" the information we file with it, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will
automatically update and supersede that information. We incorporate by reference
our Annual Report on Form 10-K, as amended, for the year ended December 31,
1998, our Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30, and September 30, 1999, our Current Report on Form 8-K dated February 16,
1999, and all future filings made with the SEC under Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act until we sell all of the Notes.
<PAGE>
We are not required to, and do not, provide annual reports to holders of
our debt securities unless specifically requested by a holder.
You may request a copy of our SEC filings at no cost by writing or
telephoning us at the following address:
H. John Winn, III
Manager - Investor Relations and Shareholder Services
SCANA Corporation
Columbia, South Carolina 29218
(803) 217-9240
You may obtain more information by contacting our Internet website, at
http://www.scana.com.
You should rely only on the information we incorporate by reference or
provide in this prospectus or any pricing supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any pricing
supplement is accurate as of any date other than the date on the front of those
documents.
SCANA Corporation
We are an energy-based holding company which, through our subsidiaries,
engages principally in electric and natural gas utility operations and other
energy-related businesses. We are a South Carolina corporation with general
business powers, and we were incorporated on October 10, 1984. We are a public
utility holding company within the meaning of the Public Utility Holding Company
Act of 1935, as amended. We are presently exempt from registration under this
Act, but upon our acquisition, through merger, of Public Service Company of
North Carolina, Incorporated ("PSNC"), we will become subject to registration.
PSNC is a public utility that transports, distributes and sells natural
gas to approximately 334,000 residential, commercial and industrial customers in
North Carolina. PSNC was incorporated as a North Carolina corporation in 1938.
It maintains its corporate office at 400 Cox Road, P.O. Box 1398, Gastonia,
North Carolina, telephone number (704) 864-6731.
Our principal executive offices are located at 1426 Main Street,
Columbia, South Carolina 29201, telephone (803) 217-9000, and our mailing
address is Columbia, South Carolina 29218.
Regulated Businesses
Our regulated subsidiaries, including South Carolina Electric & Gas
Company ("SCE&G"), South Carolina Generating Company, Inc. ("GENCO") and South
Carolina Pipeline Corporation ("Pipeline Corporation") (1) generate, transmit,
distribute and sell electricity, (2) purchase, transmit, distribute and sell at
wholesale and retail natural gas and (3) provide urban bus service, in various
areas of South Carolina. Our regulated subsidiaries own most of our consolidated
assets and, in 1998, contributed most of our consolidated net income.
<PAGE>
Nonregulated Businesses
Our non-regulated subsidiaries (1) market natural gas and light
hydrocarbons, (2) provide fiber optic, video and radio communications, (3)
invest in telecommunications companies, (4) provide energy and security-related
products and services to residential customers, and (5) manage and maintain
power plants. In September, 1999, we agreed to sell all of our subsidiaries
which produce, store, distribute and sell propane. We expect this sale to be
completed before the end of 1999.
The information above concerning SCANA Corporation and its subsidiaries
is only a summary and does not purpose to be comprehensive. For additional
information concerning SCANA Corporation and its subsidiaries, you should refer
to the information described in "Where You Can Find More Information."
Summary Consolidated Financial and Operating Information
(Millions of Dollars Except Per Share Amounts)
(Unaudited)
Nine Months Ended Twelve Months Ended
September 30, December 31,
1999 1998 1998 1997 1996
Statement of Income Data
Operating Revenues:
Electric.................... $ 953 $ 962 $1,220 $1,103 $1,107
Gas......................... 299 305 411 419 403
Transit..................... 1 1 1 1 3
------ ------ ----- ----- -----
Total Operating Revenues... 1,253 1,268 1,632 1,523 1,513
Operating Expenses............ 1,001 983 1,287 1,209 1,199
------ ------ ----- ----- -----
Operating Income.............. 252 285 345 314 314
Other Income.................. (11) 7 13 38 29
-------- ------ ----- ---- ----
Net Income.................... $ 128 $ 192 $223 $221 $215
====== ====== ==== ==== ====
Earnings per Weighted Average
Common Share................ $ 1.23 $1.81 $2.12 $2.06 $2.05
Dividends Declared Per Common
Share....................... $1.045 $1.155 $1.54 $1.51 $1.47
Weighted Average Common Shares
Outstanding (Millions)...... 103.6 105.9 105.3 107.1 105.1
Electric Territorial Sales
Gigawatt Hours)............ 15,312 15,272 19,731 17,968 18,010
<PAGE>
Ratio of Earnings to Fixed Charges
Our historical ratios of earnings to fixed charges are as follows:
Twelve Months Ended Year Ended December 31,
--------------------------------------------
September 30, 1999 1998 1997 1996 1995 1994
------------------ ---- ---- ---- ---- ----
2.80 3.67 3.64 3.60 3.00 2.55
For purposes of this ratio, earnings represent net income plus income taxes and
fixed charges. Fixed charges represent interest charges and the estimated
interest portion of annual rentals.
Use of Proceeds
We expect to use the proceeds from the sale of the Notes to provide all
or a portion of the cash required to satisfy our obligation to purchase shares
of common stock of SCANA and PSNC in connection with the acquisition, through
merger, of PSNC, to refinance indebtedness incurred for such purpose, to
refinance $150,000,000 principal amount money market notes maturing July 14,
2000, and for other general corporate purposes.
The Agreement and Plan of Merger under which we expect to acquire PSNC
provides that the sum of $700,000,000 will be used to purchase shares of common
stock of SCANA and PSNC in connection with the merger. To the extent we do not
fund this cash requirement with proceeds of the Notes, we will use bank
borrowings and other privately sold indebtedness which we may refinance with
proceeds of the Notes.
Description of the Notes
General
We will issue the Notes under an Indenture dated as of November 1, 1989
between us and The Bank of New York, as 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. This prospectus briefly outlines some of the
provisions of the Indenture. If you would like more information on those
provisions, please review the Indenture that we filed with the SEC. See "Where
You Can Find More Information" on how to obtain a copy of the Indenture. You may
also review the Indenture at the Trustee's offices at 101 Barclay Street, New
York, New York.
Capitalized terms used under this heading which are not otherwise
defined in this prospectus have the meanings given those terms in the Indenture.
The summaries under this heading are not detailed. Whenever particular
provisions of the Indenture or terms defined in the Indenture are referred to,
those statements are qualified by reference to the Indenture. References to
article and section numbers under this heading, unless otherwise indicated, are
references to article and section numbers of the Indenture.
The Notes and all other debt securities issued under the Indenture will
be unsecured and will in all respects be equally and ratably entitled to the
benefits of the Indenture, without preference, priority or distinction, and will
rank pari passu with all other unsecured and unsubordinated indebtedness of the
Company.
While the Indenture does not limit the amount of debt securities that
can be issued thereunder, we will not offer more than $1,000,000,000 aggregate
principal amount of the Notes pursuant to this prospectus.
Each pricing supplement which accompanies this prospectus will set forth
the following information to describe the Notes related to that pricing
supplement, unless the information is the same as the information included under
the captions "Payment of Notes," "Redemption" and "Transfers and Exchanges of
Notes" in this prospectus:
o any limit upon the aggregate principal amount of the Notes;
o the date or dates on which the principal of the Notes will be payable;
o the rate or rates at which the Notes will bear interest, if any (or
the method of calculating the rate); the date or dates from which the
interest will accrue; the dates on which the interest will be payable
("Interest Payment Dates"); and the record dates for the interest
payable on the Interest Payment Dates;
o any option on our part to redeem the Notes and redemption terms and
conditions;
o any obligation on our part to redeem or purchase the Notes pursuant
to any sinking fund or analogous provisions or at the option of the
holder and the relevant terms and conditions for that redemption or
purchase;
o the denominations of the Notes;
o whether the Notes are subject to a book-entry system of transfers and
payments; and
o any other particular terms of the Notes and of their offering.
(Section 301)
Payment of Notes
We will pay any interest due on each Note to the person in whose name
that Note is registered as of the close of business on the record date relating
to each Interest Payment Date. However, we will pay interest when the Notes
mature (whether the Notes mature on their stated date of maturity, the date the
Notes are redeemed or otherwise) to the person to whom the principal payment on
the Notes is paid. If there is a default in the payment of interest on the
Notes, we may either (1) choose a special record date and pay the holders of the
Notes at the close of business on that date, or (2) pay the holders of the Notes
in any other lawful manner.
We will pay principal of, and any premium and interest due on, the Notes at
maturity or upon earlier redemption or repayment of a Note upon surrender of
that Note at the office of the paying agent (currently, the Trustee in New York,
New York). (Sections 307 and 1105) The applicable pricing supplement identifies
any other place of payment and any other paying agent. We may change the place
at which the Notes will be payable, may appoint one or more additional paying
agents and may remove any paying agent, all at our discretion. (Section 1002)
Further, if we provide money to a paying agent to be used to make payments of
principal of, premium (if any) or interest on any Note and that money has not
rightfully been claimed two years after the applicable principal, premium or
interest payment is due, then we may instruct the paying agent to remit that
money to us, and any holder of a Note seeking those payments may thereafter look
only to us for that money. (Section 1003)
If interest is payable on a day which is not a Business Day, payment
will be postponed to the next Business Day, and no additional interest will
accrue as a result of the delayed payment. However, for LIBOR Rate Notes, if the
next Business Day is in the next calendar month, interest will be paid on the
preceding Business Day. (Section 114)
The "record date" is generally defined in the Indenture to mean 15
calendar days prior to each Interest Payment Date, whether or not that day is a
Business Day, unless otherwise indicated in the applicable pricing supplement.
All percentages resulting from any calculation of Notes will be rounded,
if necessary, to the nearest one-hundred thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544)
being rounded to 9.87654% (or .0987654)), and all dollar amounts used in or
resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upwards).
<PAGE>
Interest Rates Payable on Notes
We have provided a glossary at the end of this prospectus to define the
capitalized words used in discussing the interest rates payable on the Notes.
Whenever we refer to time in this section, we mean the time as in effect in New
York, New York, unless otherwise specified.
The interest rate on the Notes will either be fixed or floating.
Fixed Rate Notes
If we issue Notes that bear interest at a fixed rate (the "Fixed Rate
Notes"), the applicable pricing supplement will designate the fixed rate of
interest payable on the Note. Unless otherwise set forth in the applicable
pricing supplement, interest on a Fixed Rate Note will be payable semi-annually
each April 1 and October 1 and at maturity or upon earlier redemption or
repayment. The record dates for the Fixed Rate Note will be March 15 (for
interest to be paid on April 1) and September 15 (for interest to be paid on
October 1). Interest payments will be the amount of interest accrued to, but
excluding, each April 1 and October 1.
Interest will be computed using a 360-day year of twelve 30-day months.
Floating Rate Notes
General. Each Note that bears interest at a floating rate (the "Floating
Rate Notes") will have an interest rate formula which may be based on one of the
following base rates, as determined by the pricing supplement:
o the commercial paper rate (the "Commercial Paper Rate Note");
o LIBOR (the "LIBOR Rate Note");
o the treasury rate (the "Treasury Rate Note"); or
o any other base rate specified in the pricing supplement.
The pricing supplement will also indicate the Spread and/or Spread
Multiplier, if any. The interest rates applicable to the Floating Rate Notes
will be equal to one of the four base rates, plus or minus the Spread,
multiplied by the Spread Multiplier. Any Floating Rate Note may have either or
both of the following:
o a maximum numerical interest rate limitation, or ceiling, on the rate
of interest that accrues during any interest period; and
o a minimum numerical interest rate limitation, or floor, on the rate
of interest that accrues during any interest period.
In addition, the interest rate on a Floating Rate Note will never be higher than
the maximum rate permitted by applicable law, as modified by United States law
of general application.
Date of Interest Rate Change. The interest rate on each Floating Rate
Note may be reset daily, weekly, monthly, quarterly, semi-annually, annually or
for any other period specified in the pricing supplement. The Interest Reset
Date will be:
o for Floating Rate Notes which reset daily, each Business Day;
o for Floating Rate Notes (other than Treasury Rate Notes) that reset weekly,
Wednesday of each week;
o for Treasury Rate Notes that reset weekly, Tuesday of each week;
o for Floating Rate Notes that reset monthly, the third Wednesday of each
month;
o for Floating Rate Notes that reset quarterly, the third Wednesday of
March, June, September and December;
o for Floating Rate Notes that reset semi-annually, the third Wednesday
of the two months specified in the applicable pricing supplement;
o for Floating Rate Notes that reset annually, the third Wednesday of
the month specified in the applicable pricing supplement; and
o for Floating Rate Notes which reset for other periods, the day of the
week and month or months specified in the applicable pricing
supplement.
The initial interest rate or interest rate formula on each Floating Rate
Note effective until the first Interest Reset Date will be shown in a pricing
supplement. Thereafter, the interest rate will be the rate determined on the
next Interest Determination Date, as explained below. Each time a new interest
rate is determined, it will become effective on the subsequent Interest Reset
Date. If any Interest Reset Date is not a Business Day, then the Interest Reset
Date will be postponed to the next Business Day. However, in the case of a LIBOR
Rate Note, if the next Business Day is in the next calendar month, the Interest
Reset Date will be the immediately preceding Business Day. Further, if an
applicable auction of Treasury bills falls on a day that would otherwise be an
Interest Reset Date for Treasury Rate Notes, the Interest Reset Date will be the
next Business Day.
When Interest Rate is Determined. The Interest Determination Date for
the Commercial Paper Rate (the "Commercial Paper Interest Determination Date")
and for LIBOR (the "LIBOR Interest Determination Date") will be the second
Business Day preceding each Interest Reset Date. The Interest Determination Date
for the Treasury Rate (the "Treasury Rate Interest Determination Date") will be
the day on which Treasury bills would normally be auctioned. Treasury bills are
usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on Tuesday. However, the
auction may be held on the preceding Friday. If an auction is held on the
preceding Friday, that day will be the Interest Determination Date pertaining to
the Interest Reset Date occurring in the next week.
When Interest is Paid. Interest on Floating Rate Notes will be payable
monthly, quarterly, semi-annually or annually, as provided in the pricing
supplement. Except as provided below or in the pricing supplement, interest is
paid as follows:
o for Floating Rate Notes on which interest is payable monthly, the third
Wednesday of each month;
o for Floating Rate Notes on which interest is payable quarterly, the
third Wednesday of March, June, September and December;
o for Floating Rate Notes on which interest is payable semi-annually,
the third Wednesday of the two months specified in the applicable
pricing supplement; and
o for Floating Rate Notes on which interest is payable annually, the
third Wednesday of the month specified in the applicable pricing
supplement.
The interest payable for Floating Rate Notes (other than those Floating
Rate Notes which reset daily or weekly) will be the amount of interest accrued
(1) from and including the date the applicable Floating Rate Notes were issued
or (2) from but excluding the last date for which interest has been paid, to but
excluding the Interest Payment Date for those Floating Rate Notes. For Floating
Rate Notes which reset daily or weekly, the interest payable will be:
o the amount of interest accrued (a) from and including the date the
applicable Floating Rate Notes were issued, or (b) from but excluding
the last date for which interest has been paid, to and including the
record date immediately preceding the applicable Interest Payment
Date; and
o at maturity, the amount of interest accrued (a) from and including
the date the applicable Floating Rate Notes were issued or (b) from
but excluding the last date in respect of which interest has been
paid, to but excluding the maturity date for those Floating Rate
Notes.
The accrued interest for any period is calculated by multiplying the
principal amount of a Floating Rate Note by an accrued interest factor. The
accrued interest factor is computed by adding the interest factor calculated for
each day in the period for which accrued interest is being calculated. The
interest factor (expressed as a decimal) is computed by dividing the interest
rate applicable to that date by 360, except for Treasury Rate Notes, for which
it will be divided by the actual number of days in the year.
Commercial Paper Rate Notes. Each Commercial Paper Rate Note will bear
interest at the rate (calculated with reference to the Commercial Paper Rate and
the Spread and/or Spread Multiplier, if any) specified in that Commercial Paper
Rate Note and in the pricing supplement.
"Calculation Date" is generally defined to mean the tenth calendar day
after an Interest Determination Date or, if the tenth day is not a Business Day,
the next Business Day. Unless otherwise provided in the pricing supplement, The
Bank of New York is the "Calculation Agent" for the Floating Rate Notes, and,
upon request of any holder of a Floating Rate Note, will provide (1) the
interest rate then in effect and (2) if available, the interest rate to be
effective on the next Interest Reset Date for that Floating Rate Note.
"Commercial Paper Rate" means, with respect to any Commercial Paper Rate
Interest Determination Date, the Money Market Yield (calculated as described
below) on such date of the rate for commercial paper having the Index Maturity
specified in the applicable pricing supplement as published in H.15(519) under
the heading "Commercial Paper-Nonfinancial."
The following procedures will occur if the rate cannot be set as
described above:
o If the applicable rate is not published by 3:00 P.M. on the
Calculation Date, then the Commercial Paper Rate will be the Money
Market Yield, on that Commercial Paper Rate Interest Determination
Date, of the rate for commercial paper having the Index Maturity
specified in the applicable pricing supplement as published in H.15
Daily Update (defined below) under the heading "Commercial Paper -
Non-Financial", or any successor heading.
o If the applicable rate is not published in either H.15(519) or H.15
Daily Update by 3:00 P.M. 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 average of the offered rates,
as of approximately 11:00 A.M. on that Commercial Paper Rate Interest
Determination Date, of three leading dealers of commercial paper in
the City of New York selected by the Calculation Agent for commercial
paper of the applicable Index Maturity placed for a non-financial
issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized statistical rating agency.
o If the dealers selected by the Calculation Agent are not quoting
rates as set forth above, 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.
<PAGE>
LIBOR Rate Notes. Each LIBOR Rate Note will bear interest at the rate
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any) specified on the LIBOR Rate Note and in the pricing supplement, determined
by the Calculation Agent as follows:
The Calculation Agent will determine LIBOR as follows:
o With respect to any LIBOR Interest Determination Date, LIBOR will be
determined by either:
(1) if "LIBOR Reuters" is specified in the pricing supplement,
the average of the offered rates for deposits in the Designated LIBOR
Currency having the Index Maturity specified in the applicable
pricing supplement, beginning on the second Business Day immediately
after that date, that appears on the Reuters Page as of 11:00 A.M.,
London time, on that date, if at least two offered rates appear on
the Reuters Page, or
(2) if "LIBOR Telerate" is specified in the pricing supplement,
the rate for deposits in the Designated LIBOR Currency having the
Index Maturity specified in the applicable pricing supplement,
beginning on the second Business Day immediately after that date,
that appears on the Telerate Page as of 11:00 A.M., London time, on
that date.
If neither LIBOR Reuters nor LIBOR Telerate is specified in the
pricing supplement, LIBOR will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the Designated LIBOR Currency, page 3750)
had been specified.
o In the case where (1) above applies, if fewer than two offered rates
appear on the Reuters Page, or, in the case where (2) above applies,
if no rate appears on the Telerate Page, LIBOR for that date will be
determined as follows:
(1) LIBOR will be determined based on the rates at approximately 11:00
A.M., London time, on that LIBOR Interest Determination Date at which
deposits in the Designated LIBOR Currency having the applicable Index
Maturity are offered to prime banks in the London interbank market
selected by four major banks in the London interbank market selected
by the Calculation Agent for a single transaction in that market at
that time (a "Representative Amount"). The offered rates must begin
on the second Business Day immediately after that LIBOR Interest
Determination Date.
(2) The Calculation Agent will request the principal London office of
each of the four banks mentioned above to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR will equal
the average of such quotations.
(3) If fewer than two quotations are provided, LIBOR will equal the
average of the rates quoted as of 11:00 A.M on that date by three
major banks in the applicable Principal Financial Center selected by
the Calculation Agent. The rates will be for loans in the Designated
LIBOR Currency to leading banks having the Index Maturity specified
in the pricing supplement beginning on the second Business Day after
that date and in a Representative Amount; and
(4) If fewer than three of the banks are not quoting as mentioned, the
rate of interest in effect for the applicable period will be the same
as the rate of interest in effect for the prior Interest Reset
Period.
"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 Floating Rate Notes and the
applicable pricing supplement, the Designated LIBOR Currency shall be U.S.
dollars.
<PAGE>
Treasury Rate Notes. Each Treasury Rate Note will bear interest at the
rate (calculated with reference to the Treasury Rate and the Spread and/or
Spread Multiplier, if any) specified on the Treasury Rate Note and in the
pricing supplement.
"Treasury Rate" means, with respect to any 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 on the display on Bridge
Telerate, Inc. (or any successor service) on page 56 or 57 under the heading
"AVGE INVEST YIELD."
The following procedures will occur if the rate cannot be set as
described above:
o If that rate is not published by 3:00 P.M. on the applicable
Calculation Date, the rate will be 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) for such auction
as otherwise announced by the United States Department of the
Treasury.
o If the results of the auction of Treasury bills having the applicable
Index Maturity are not reported by 3:00 P.M. 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 as
follows:
(1) The rate shall be calculated as 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 average of the
secondary market bid rates, as of approximately 3:30 P.M. on such
Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining
maturity closest to the specified Index Maturity; and
(2) If fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the rate of
interest in effect for the prior interest reset period.
Redemptions
Redemption Elected by Us
As specified in the applicable pricing supplement, we may either (1)
redeem the Notes or (2) not redeem the Notes, prior to their stated maturity. If
we can redeem the Notes, then the following terms will apply as specified in the
applicable pricing supplement:
o we may redeem all or some of the Notes at one time;
o we may redeem Notes on any date or after the date specified as the
"Initial Redemption Date" in the applicable pricing supplement; and
o we may redeem Notes at the price specified in the applicable pricing
supplement, together with accrued interest to the redemption date.
(Section 1101)
If we redeem some or all of the Notes, we must notify the Trustee at least
60 days before the redemption date, and, if your Note is to be redeemed, the
Trustee must notify you between 30 and 60 days before the redemption date (by
first-class mail, postage prepaid) that some or all of the Notes will be
redeemed. (Sections 1102 and 1104) Further, if only a part of a Note is
redeemed, then the holder of the unredeemed part of that Note will receive one
or more new Notes. (Section 1107) The Notes will not be subject to any sinking
fund. (Section 1201)
<PAGE>
Redemption Elected by You
You may be able to instruct us to purchase the Note that you hold before
that Note reaches its stated maturity date, pursuant to the terms of the Notes.
(Section 1301) If you can elect for us to redeem some or all of your Notes, the
applicable pricing supplement will specify (1) the date or dates on which that
Note may be sold by you and (2) the price (plus accrued interest) that we must
pay you for that Note.
To instruct us to purchase your Note, you must deliver to the paying
agent (currently, the Trustee), between 30 and 45 days before the date on which
the Note may be sold by you, the following items:
o the Note;
o the completed form entitled "Option to Elect Repayment" which will be
printed on the reverse side of the Note; and
o a fax or letter from (1) a member of a national securities exchange,
(2) a member of the National Association of Securities Dealers, Inc.
or (3) a U.S. commercial bank or trust company containing the
following information:
(a) your name;
(b) the principal amount of the Note you wish to sell;
(c) the certificate number or a description of the tenor and terms of
that Note;
(d) a statement that you are exercising your option to elect
repayment of the Note you hold; and
(e) a guarantee that the Note and the completed form will be
received by the paying agent within five Business Days after the
date the fax or letter is received by the paying agent.
Once you tender the Note to be redeemed to the paying agent, you may not
revoke your earlier election. You may instruct us to purchase part of the Notes
you hold, provided that the Notes you continue to hold after that redemption are
outstanding in an authorized denomination of $1,000 and an integral multiple of
$1,000.
If a series of Notes is held in book-entry form by DTC or its nominee,
as more particularly described under the heading "Book-Entry System," only it
(as the actual holder of the Notes) may instruct us to purchase those Notes.
However, you, as the beneficial owner of the Notes, may direct the broker or
other direct or indirect participant through which you hold an interest in the
Notes to notify DTC of your desire to have your Notes purchased (which will in
turn notify us according to the above-mentioned procedures). Because different
firms and brokers have different cut-off times for accepting instructions from
their customers, you should consult your broker or other direct or indirect
participant through which you hold an interest in the Notes to determine by when
you must act, so that timely notice is delivered to DTC.
At any time, we may purchase the Notes or beneficial ownership interests
in the Notes (if they are held in book-entry form) at any price in the open
market or otherwise. In our sole discretion, we may hold, resell or retire any
Notes or beneficial ownership interests in those Notes that we purchase.
Defaults, The Trustee
The following are defaults under the Indenture with respect to debt
securities issued under the Indenture:
(1) We fail to make payment of principal, premium (if any), or interest
on the debt securities when due;
<PAGE>
(2) We fail to deposit and sinking fund payment for the debt securities
when due;
(3) We file for bankruptcy or certain other events involving
insolvency, receivership or bankruptcy occur; and
(4) We fail to perform certain covenants or agreements.
Certain of these events become defaults only after the lapse of prescribed
periods of time and/or notice from the Trustee. (Section 501)
Upon the occurrence of a default under the Indenture, either the Trustee
or the holder of at least 25% in principal amount of outstanding debt securities
of the affected series may declare the principal of all outstanding debt
securities immediately due and payable. However, if the default is cured, the
holders of a majority in principal amount of outstanding debt securities of the
affected series may rescind that declaration and annul the declaration and its
consequences. (Section 502)
The holders of a majority in principal amount of outstanding debt
securities of the affected series may direct the time, method and place of
conducting any proceeding for the enforcement of the Indenture.
(Section 512)
No holder of any debt security of any series has the right to institute any
proceeding with respect to the Indenture unless
the holder previously gave written notice of a default to the Trustee,
the holders of more than 25% in principal amount of outstanding debt
securities of the affected series tender to the Trustee reasonable
indemnity against costs and liabilities and request the Trustee to take
action,
the Trustee declines to take action, and
the holders of a majority in principal amount of outstanding debt
securities of the affected series give no inconsistent direction;
provided, however, that each holder of a Note shall have the right to
enforce payment of that Note when due. (Sections 507 and 508)
The Trustee must notify the holders of the debt securities of any series
within 90 days after a default with respect to those debt securities has
occurred, unless that default has been cured or waived. However, if we fail to
make payment of principal of, premium (if any), or interest or other amount
payable on any debt security, the Trustee may withhold the notice if it
determines that it is in the interest of those holders to do so. (Section 602
and 603)
We are required under the Trust Indenture Act of 1939, as amended, to
furnish to the Trustee at least once every year a certificate as to our
compliance with the conditions and covenants under the Indenture.
(Section 1005)
Covenants, Consolidation, Merger, Etc.
We will keep the property that we use in our business, or in the
business of our subsidiaries, in good working order, and will improve it as
necessary to conduct our business and that of our subsidiaries, as the case may
be, properly. (Section 1007) Except as described in the next paragraph, we will
also maintain our corporate existence, rights and franchises and those of SCE&G
and GENCO (collectively, our "Principal Subsidiaries") necessary to conduct our
businesses properly. (Section 1006) However, we are not required to preserve (a)
the corporate existence of any of our subsidiaries other than our Principal
Subsidiaries or (b) any such right or franchise if we determine that its
preservation is not desirable in the conduct of our business or its loss is not
disadvantageous in any material respect to the holders of the outstanding debt
securities of any series. (Sections 801 and 1006)
We may, without the consent of the holders of the debt securities,
consolidate with, or sell, lease or convey all or substantially all of our
assets to, or merge into another corporation, provided that (1) we are the
continuing corporation, or, if not, the successor corporation assumes by a
supplemental indenture our obligations under the Indenture and (2) immediately
after giving effect to such transaction there will be no default in the
performance of any such obligations. (Section 801)
The Indenture provides that neither we nor our subsidiaries may 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 us or our subsidiaries
without effectively providing that the debt securities of each series issued
under the Indenture (together with, if we so determine, any other indebtedness
or obligation then existing or thereafter created ranking equally with those
debt securities) are secured equally and ratably with (or prior to) such Debt so
long as such Debt is so secured, except that this restriction will not apply to:
(1) Mortgages to secure Debt issued under
o the Indenture, dated April 1, 1993, between SCE&G and The Bank of
New York,N.A.,
o the Indenture of Mortgage, dated January 1, 1945, between SCE&G and The
Chase Manhattan Bank,
o the Mortgage and Security Agreement, dated August 21, 1992, between
GENCO and The Prudential Insurance Company of America, and
o 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");
(2) Mortgages affecting property of a corporation existing at the time
it becomes our subsidiary or at the time it is merged into or consolidated with
us or one of our subsidiaries;
(3) 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;
(4) 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;
(5) Mortgages which secure only indebtedness owing by one of our
subsidiaries to us or to another of our subsidiaries;
(6) certain Mortgages to government entities, including mortgages to
secure debt incurred in pollution control or industrial revenue bond financings;
(7) Mortgages required by any contract or statute in order to permit us
or one of our subsidiaries to perform any contract or subcontract made with or
at the request of the United States of America, any state or any department,
agency or instrumentality or political subdivision of either;
(8) Mortgages to secure loans to us or to our subsidiaries maturing
within 12 months from the creation thereof and made in the ordinary course of
business;
(9) 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;
(10) Mortgages existing on the date of the Indenture;
<PAGE>
(11) "Excepted Encumbrances" and "Permitted Encumbrances" as such terms
are defined in any of the Existing Mortgages;
(12) certain Mortgages typically incurred in the ordinary course of
business; and
(13) any extension, renewal or replacement of any Mortgage referred to in
the foregoing clauses (1) through (12), which does not increase the amount of
debt secured thereby at the time of the renewal, extension or modification.
Notwithstanding the foregoing, we and any or all of our 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 (1) to (13) inclusive above) does not at any one
time exceed 10% of our Consolidated Net Tangible Assets (as hereinafter
defined). (Section 1009)
"Consolidated Net Tangible Assets" is defined as the total amount of
assets appearing on our consolidated balance sheet subtracting the following:
o reserves for depreciation and other asset valuation reserves but
excluding reserves for deferred federal income taxes;
o intangible assets such as goodwill, trademarks, trade names, patents and
unamortized debt discount and expense; and
o appropriate adjustments on account of minority interests of other
persons holding voting stock in any of our subsidiaries. (Section 101)
Modification, Waiver and Meetings
We may, without the consent of any holders of outstanding debt
securities, enter into supplemental indentures for the following purposes:
o to add to our covenants for the benefit of the Holders or to surrender
a right or power conferred upon us in the Indenture,
o to secure the debt securities,
o to establish the form or terms of any series of debt securities, or
o to make certain other modifications, generally of a ministerial or
immaterial nature. (Section 901)
We may amend the Indenture only for other purposes with the consent of
the holders of a majority in principal amount of each affected series of
outstanding debt securities. However, we may not amend the Indenture without the
consent of the holder of each affected outstanding debt security for the
following purposes:
o to change the stated maturity or redemption date of the principal of,
or any installment of interest on, any debt security or to reduce the
principal amount, the interest rate of, any other amount payable in
respect of or any premium payable on the redemption of, any debt
security;
o to reduce the principal amount of any debt security which is an
Original Issue Discount Security (as defined in the Indenture) that
would be due upon a declaration of acceleration of that security's
maturity;
o to change the place or currency of any payment of principal of or any
premium or interest on any debt security;
o to 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 of that debt security;
o to 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
o to modify the foregoing requirements or reduce the percentage of
outstanding debt securities necessary to waive any past default.
(Section 902)
Except with respect to certain fundamental provisions, the holders of a
majority in principal amount of outstanding debt securities of any series may
waive past defaults with respect to that series and may waive our compliance
with certain provisions of the Indenture with respect to that series. (Sections
513 and 1010)
We, the Trustee or the holders of at least 10% in principal amount of
the outstanding debt securities of any series, may at any time call a meeting of
the holders of debt securities of that series, and notice of that meeting will
be 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 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)
Defeasance
If we deposit with the Trustee, money or Federal Securities (as
described in the Indenture) sufficient to pay, when due, the principal, premium
(if any) and interest due on the Notes, then we will be discharged from any and
all obligations with respect to the Notes, except for certain continuing
obligations to register the transfer or exchange of those debt securities, to
maintain paying agencies and to hold moneys for payment in trust. (Section 401)
Book-Entry System
If provided in the applicable pricing supplement, except under the
circumstances described below, SCANA will issue the Notes as one or more global
Notes (each a "Global Note"), each of which will represent beneficial interests
in the Notes. Each such beneficial interest in a Global Note is called a
"Book-Entry Note" in this prospectus. We will deposit those Global Notes with,
or on behalf of The Depository Trust Company, New York, New York ("DTC") or
another depository as we may subsequently designate (the "Depository") relating
to the Notes, and register them in the name of a nominee of the Depository.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the owner of that Global Note for all purposes under the Indenture.
We will make payments of principal of, any premium, and interest on the Global
Note to the Depository or its nominee, as the case may be, as the registered
owner of that Global Note. Except as set forth below, owners of a beneficial
interest in a Global Note will not be entitled to have any individual Notes
registered in their names, will not receive or be entitled to receive physical
delivery of any Notes and will not be considered the owners of Notes under the
Indenture.
Accordingly, to exercise any of the rights of the registered owners of
the Notes, each person holding a beneficial interest in a Global Note must rely
on the procedures of the Depository. If that person is not a Direct Participant
(hereinafter defined), then that person must also rely on procedures of the
Direct Participant through which that person holds its interest.
<PAGE>
DTC
The following information concerning DTC and its book-entry system has
been obtained from sources that SCANA believes to be reliable, but neither SCANA
nor any underwriter, dealer or agent takes any responsibility for the accuracy
of that information.
DTC will act as the initial securities depository for the Global Notes. The
Global Notes will be issued as fully-registered securities registered in the
name of Cede & Co. (DTC's partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully-registered Note
certificate will be issued for each issue of the Notes, each in the aggregate
principal amount of such issue, and will be deposited with DTC. If, however, the
aggregate principal amount of any issue exceeds $200 million, one certificate
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.
DTC 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 Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among 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
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 ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the SEC.
Purchases of the 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'
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 the 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. or
such other name as requested by an authorized representative of DTC. The deposit
of Notes with DTC and their registration in the name of Cede & Co. effect no
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.
<PAGE>
Redemption notices shall be sent to DTC. If less than all of the Notes
within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the Notes. Under its usual procedures, DTC mails an omnibus
proxy to SCANA 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.
or such other nominee as may be requested by an authorized representative of
DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's
receipt of funds and corresponding detail from SCANA or the Trustee on 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 payable 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 (nor its nominee),
the Trustee or SCANA, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal and interest to Cede & Co.
(or such other nominee as may be requested by an authorized representative of
DTC) is the responsibility of SCANA or the Trustee. Disbursement of such
payments to Direct Participants is the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.
A Beneficial Owner shall give notice of any option to elect to have its
Book-Entry Notes repaid by SCANA, through its Participant, to the Trustee and
shall effect delivery of such Book-Entry Notes by causing the Direct Participant
to transfer the Participant's interest in the Global Note or Notes representing
such Book-Entry Notes, on DTC's records, to the Trustee. The requirement for
physical delivery of Book-Entry Notes in connection with a demand for repayment
will be deemed satisfied when the ownership rights in the Global Note or Notes
representing such Book-Entry Notes are transferred by Direct Participants on
DTC's records.
DTC management is aware that some computer applications, systems, and
the like for processing data ("Data Systems") that are dependent upon calendar
dates, including dates before, on, and after January 1, 2000, may encounter
"Year 2000 problems." DTC has informed its Participants and other members of the
financial community (the "Industry") that it has developed and is implementing a
program so that its Data Systems, as the same relate to the timely payment of
distributions (including principal and income payments) to security holders,
book-entry deliveries, and settlement of trades within DTC ("DTC Services"),
will continue to function appropriately. This program includes a technical
assessment and a remediation plan, each of which is complete. Additionally,
DTC's plan includes a testing phase, which DTC expects to be completed within
appropriate time frames.
However, DTC's ability to perform its services properly is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third-party vendors from whom DTC licenses software and
hardware, and third-party vendors on whom DTC relies for information or the
provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed the Industry that it is
contacting (and will continue to contact) third-party vendors from whom DTC
acquires services to: (1) impress upon them the importance of such services
being Year 2000 compliant; and (2) determine the extent of their efforts for
Year 2000 remediation (and, as appropriate, testing) of their services. In
addition, DTC is in the process of developing such contingency plans as it deems
appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
<PAGE>
DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to SCANA or the
Trustee. Under those circumstances, in the event that a successor securities
depository is not obtained, Notes in certificated form are required to be
printed and delivered. SCANA may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In that
event, Notes in certificated form will be printed and delivered.
Neither SCANA nor the Trustee will have any responsibility or obligation
to the Depositary, any Participant in the book-entry system or any Beneficial
Owner with respect to (1) the accuracy of any records maintained by DTC or any
Participant; (2) the payment by DTC or by any Participant of any amount due to
any Participant or Beneficial Owner, respectively, in respect of the principal
amount or purchase price or redemption price of, or interest on, any Notes; (3)
the delivery of any notice by DTC or any participant; (4) the selection of the
Beneficial Owners to receive payment in the event of any partial redemption of
the Notes; or (5) any other action taken by DTC or any Participant.
Plan of Distribution
We are offering the Notes on a continuous basis through the agents named
on the cover of this prospectus (the "Agents"), who have agreed to use
reasonable efforts to solicit purchases of the Notes. Initial purchasers may
propose certain terms of the Notes, but we will have the sole right to accept
offers to purchase Notes and may reject proposed purchases in whole or in part.
Each Agent will also have the right, in its discretion reasonably exercised and
without notice to us, to reject any proposed purchase of Notes in whole or in
part. We will pay each Agent a commission ranging from .125% to .750% of the
principal amount of Notes sold through such Agent, depending upon stated
maturity or the effective maturity as dictated by combinations of options or
other provisions found in the applicable pricing supplement.
We may sell Notes directly to investors on our own behalf. In these
cases, no commission or discount will be paid or allowed. In addition, we may
accept (but not solicit) offers from additional agents for the sale of
particular Notes; provided that any such solicitation and sale of Notes shall be
on terms substantially similar (including the same commission schedule) as
agreed to by the Agents. Such additional agents will be named in the applicable
pricing supplement.
We may also sell Notes to Agents as principals. Unless otherwise
specified in the applicable pricing supplement, any Note sold to an Agent as
principal will be purchased by the Agent at a price equal to 100% of the
principal amount thereof, less a percentage equal to the commission applicable
to an agency trade of identical stated maturity. Notes may be resold by an Agent
to investors or other purchasers from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined by the Agent at the time of sale, or may be sold to
certain dealers as described below. After the initial public offering of Notes
to be resold to investors or other purchasers, the public offering price (in the
case of Notes to be resold at a fixed offering price), the concession and
discount may be changed. In addition, any Agent may sell Notes to any dealer at
a discount and, unless otherwise specified in an applicable pricing supplement,
such discount allowed to any dealer will not be in excess of the discount to be
received by the Agent from us.
No Note will have an established trading market when issued. The Notes
will not be listed on any securities exchange. The Agents may make a market in
the Notes, but the Agents are 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 the Notes 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"). We have agreed to indemnify each Agent against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Agents may be required to make in respect thereof. Each of the
Agents and certain of their affiliates engage in transactions with and perform
services for us and our affiliates in the ordinary course of business.
<PAGE>
Experts
The consolidated financial statements incorporated by reference
from SCANA's Annual Report on Form 10-K for the year ended December 31, 1998
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated by reference into this prospectus and is so
incorporated in reliance upon the report of such firm, given upon their
authority as experts in accounting and auditing.
Validity of the Notes
McNair Law Firm, P.A., of Columbia, South Carolina, and H. Thomas
Arthur, II, Esq. of Columbia, South Carolina will pass upon the validity of the
Notes for SCANA. Thelen Reid & Priest LLP, of New York, New York, will pass upon
the validity of the Notes for any underwriters, lenders or Agents. Thelen Reid &
Priest LLP will rely as to all matters of South Carolina law upon the opinion of
H. Thomas Arthur, II, Esq. From time to time, Thelen Reid & Priest LLP renders
legal services to SCANA.
At September 30, 1999, H. Thomas Arthur, II, Esq., Vice President and
General Counsel for SCANA, owned beneficially 9,577 shares of SCANA's common
stock, including shares acquired by the trustee under its Stock Purchase-Savings
Program by use of contributions made by Mr. Arthur and earnings thereon and
including shares purchased by the trustee by use of SCANA contributions and
earnings thereon.
Glossary
Set forth below are definitions of some of the terms used in this
prospectus.
"Business Day" means any day other than a Saturday or Sunday that (1) is
not a day on which banking institutions in Washington, DC, or in New York, New
York, are authorized or obligated by law or executive order to be closed, and
(2) with respect to LIBOR Notes only, is a day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
"H.15(519)" means the weekly statistical release designated as
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication, published by the Board of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world wide web site of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site
or publication.
"Index Maturity" means, with respect to a Floating Rate Note, the period
to maturity of the Note on which the interest rate formula is based, as
indicated in the applicable pricing supplement.
"Interest Determination Date" means the date as of which the interest
rate for a Floating Rate Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date
(except in the case of LIBOR which is calculated on the related LIBOR Interest
Determination Date). The Interest Determination Dates will be indicated in the
applicable pricing supplement and in the Note.
"Interest Reset Date" means the date on which a Floating Rate Note will
begin to bear interest at the rate determined on any Interest Determination
Date. The Interest Reset Dates will be indicated in the applicable pricing
supplement and in the Note.
<PAGE>
"Money Market Yield" is the yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one-hundred-thousandth of a percentage
point) calculated in accordance with the following formula:
D x 360 x 100
Money Market Yield = --------------
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 period for which interest is being calculated.
"Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated LIBOR Currency of such LIBOR 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 European Communities), the
Principal Financial Center shall be The City of New York and Brussels,
respectively.
"Reuters Page" means 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 that designated page on that service) for the purpose
of displaying London interbank offered rates of major banks for the related
Designated LIBOR Currency).
"Spread" means the number of basis points specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating Rate
Note.
"Spread Multiplier" means the percentage specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating Rate
Note.
"Telerate Page" means the display on the Dow Jones Telerate Service on
the page designated in the applicable pricing supplement (or such other page as
may replace that 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 U.S. dollar deposits.
<PAGE>
$1,000,000,000
SCANA CORPORATION
Medium-Term Notes,
Due From Nine Months
to Thirty Years
From Date of Issue
SCANA
Prospectus
PaineWebber Incorporated
Credit Suisse First Boston
Banc of America Securities LLC
, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee....... $278,000
Printing Expense.................................... 75,000#
Blue Sky and Legal fees............................. 175,000#
Rating Agency fees.................................. 47,000#
Trustee fees........................................ 35,000#
Accounting services................................. 25,000#
Miscellaneous....................................... 15,000#
Total.............................................. $650,000#
# 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. Under Sections 33-8-510, 33-8-550 and
33-8-560 of the South Carolina Business Corporation Act of 1988, a South
Carolina corporation is authorized generally to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and reasonably
believed their conduct to be in the best interests of the corporation and, in
the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's 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 SEC 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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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
(iii) 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 paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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.
The undersigned registrant hereby undertakes 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.
<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 sale,
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 November 17, 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
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: November 17, 1999
(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: November 17, 1999
(iii) Other Directors:
* B. L. Amick; J.A. Bennett, W. B. Bookhart, Jr.; H. C. Stowe; H. M. Chapman;
E. T. Freeman; L.M. Gressette, Jr., W. H. Hipp; L.M. Miller, D. M. Hagood;
J. B. Rhodes; M.K. Sloan
* Signed on behalf of each of these persons:
/s/K. B. Marsh
K.B. Marsh
(Attorney-in-Fact)
<PAGE>
SCANA CORPORATION
EXHIBIT INDEX
1.01 Underwriting Agreement
Form of Selling Agency Agreement (Previously filed)
2.01 Agreement and Plan of Merger, date as of February 16, 1999 as
amended and restated as of May 10, 1999, by and among Public
Service Company of North Carolina, Incorporated, SCANA
Corporation, New Sub I, Inc. and New Sub II, Inc. (Filed as
Exhibit 2.1 to SCANA Form S-4 on May 11, 1999 and incorporated by
reference herein)
4.02 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 and incorporated by reference
herein)
4.03 Form of the Note (filed herewith)
5.01 Opinion of H. Thomas Arthur, II, Esq. re legality (Previously
filed)
8.01 Opinion re tax matters (Not applicable)
12.01 Statement Re Computation of Ratios (Previously filed)
15.01 Letter re unaudited interim financial information (Not applicable)
23.01 Consent of Deloitte & Touche LLP (Filed herewith)
23.02 Consent of H. Thomas Arthur, II, Esquire (Filed herewith)
24.01 Power of Attorney (Previously filed)
24.02 Power of Attorney (Previously filed)
25.01 Statement of eligibility of The Bank of New York, as Trustee (Form
T-1) (Previously filed)
26.01 Invitation for competitive bids (Not applicable)
27.01 Financial Data Schedule (Not applicable)
99.01 Additional Exhibits (Not applicable)
Exhibit 4.03
[Form of Note]
- ---------------- ------------------------------------------------- -------------
Note Number Name(s) of Agent(s) Agent's Commission SCANA
CORPORATION
- ---------------- ----------- --------------- ----------------------------------
Principal Amount Trade Original Interest Rate(Or Yield to Maturity For CUSIP
Issue
$ Date Date Original Issue Discount Notes)
============= =======================================================-----------
Maturity Date Account No. Ticket Issue Price Taxpayer's I.D. or Soc. Sec. No.
N/A No. % *
N/A
================ =========== ==================================================
Transferred
N/A
Name and Address of Registered Owner
MEDIUM TERM NOTE
CEDE & CO. CONFIRMATION
7 Hanover Square TRUSTEE AND PAYING AGENT
New York, New York 10004 THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10007
- ---------------- ---------------- ----------------- -----------------------
CUSTOMER COPY Retain for Tax The Time of the Transaction Will Be Published
Purposes Upon Written Request of the Customer
Please Sign and
Return Enclosed
Receipt
- ---------------- ---------------- ----------------------------------------------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL
AMOUNT: $
No.:
CUSIP:
SCANA CORPORATION
MEDIUM-TERM NOTE
Due From Nine Months to Thirty Years From Date of Issue
ISSUE PRICE: % ADDITIONAL PROVISIONS:
(applicable only to Floating Rate Notes)
ORIGINAL ISSUE DATE: INDEX MATURITY:
MATURITY DATE: BASE RATE:
REDEMPTION (check one):
SPREAD (PLUS OR MINUS):
[ ] No. This Note is not subject to redemption.
SPREAD MULTIPLIER:
[ ] Yes. This Note is subject to redemption on the following
Redemption Date(s) at the following Redemption Price(s). INTEREST RESET PERIOD:
Partial Redemption Price(s): INTEREST RESET DATES:
Partial Redemption Date(s): MAXIMUM INTEREST RATE:
RECORD DATES: MINIMUM INTEREST RATE:
INTEREST (check one): INTEREST PAYMENT PERIOD:
[ ]FIXED RATE NOTE INTEREST PAYMENT DATES:
If this box is checked, the Interest Rate on this Note
shall be %. DESIGNATED LIBOR CURRENCY:
[ ]FLOATING RATE NOTE DESIGNATED LIBOR PAGE:
If this box is checked, the Initial Interest Rate on this Note
shall be
SCANA CORPORATION, a corporation duly organized and existing under the
laws of the State of South Carolina (herein referred to as the "Company"), for
value received, hereby promises to pay Cede & Co., or registered assigns, the
principal sum of Dollars ($ .00) on the "Maturity Date" shown above and to pay
interest thereon as hereinafter described.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE SUBSEQUENT PAGES HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The Bank of New York, or its
successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated: SCANA CORPORATION
CERTIFICATE OF AUTHENTICATION By:
- -----------------------------------------------------------------------
Authorized Officer
This is one of the Securities of the series designated therein referred to in
the within mentioned Indenture.
THE BANK OF NEW YORK, as Trustee Attest:
- ---------------------------------------------------------------------
Secretary
By:
Authorized Signatory [CORPORATE SEAL]
SCANA CORPORATION
MEDIUM-TERM NOTES
1. This is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (herein called the "Securities") of a
series hereinafter specified as issued and to be issued under an indenture dated
as of November 1, 1989 (herein called the "Indenture") between the Company and
The Bank of New York (herein called the "Trustee", which term includes any
successor Trustee under the Indenture), to which Indenture and Resolutions of
the Board of Directors of the Company adopted or indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee and the Holders of the Securities, and the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and Events of Default, and
may otherwise vary as in the Indenture provided. This Note is one of a series of
Securities of the Company designated as its Medium-Term Notes (herein called the
"Notes"). The Notes of this series may be issued at various times with different
maturity dates and different principal repayment provisions, may bear interest
at different rates, may be payable in different currencies and may otherwise
vary, all as provided in the Indenture.
2. A. Unless otherwise specified on the face hereof, the Regular Record
Date with respect to any Interest Payment Date (as defined below) shall be the
date 15 calendar days immediately preceding such Interest Payment Date, whether
or not such date shall be a Business Day. Interest which is payable, and is
punctually paid or duly provided for on each Interest Payment Date specified
above will be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date next preceding such Interest Payment Date; provided, however, that
interest payable at Maturity or upon earlier redemption or repayment shall be
paid to the Person to whom the principal hereof is payable. Notwithstanding the
foregoing, if this Note is issued between a Regular Record Date and an Interest
Payment Date or on such Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any payment of principal (premium, if any) or
interest required to be made on this Note on a day that is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on such day, 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. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Registered Holder hereof on such Regular Record Date and may be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than ten calendar days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, as more
fully described in said Indenture. For purposes of this Note, "Business Day"
means any day, other than a Saturday or Sunday, that is not a day on which
banking institutions in Washington, DC, or New York, New York, are authorized or
obligated by law or executive order to be closed and with respect to LIBOR
Notes, is a London Banking Day. "London Banking Day" means any day on which
dealings in deposits in United States dollars are transacted in the London
interbank market. In connection with any calculations of the rate of interest on
this Note, all percentages will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards.
B. If this is a Fixed Rate Note, the Company promises to pay interest on
the principal amount shown on the face hereof at the rate per annum shown on the
face hereof until such principal amount is paid or made available for payment.
Unless otherwise provided on the face hereof, the Company will pay interest
semi-annually in arrears on each April 1 and October 1 (each an "Interest
Payment Date"), and at Maturity or upon earlier redemption or repayment.
Interest will accrue from and including the most recent Interest Payment Date
or, if no interest has been paid or duly provided for, from and including the
Original Issue Date shown on the face hereof, to, but excluding, the Interest
Payment Date. The amount of such interest payable on any Interest Payment Date
shall be computed on the basis of a 360-day year comprised of twelve 30-day
months.
C. If this is a Floating Rate Note, the Company promises to pay interest
on the principal amount at the rate per annum equal to the Initial Interest Rate
shown on the face hereof until the first Interest Reset Date shown on the face
hereof following the Original Issue Date specified on the face hereof and
thereafter at a rate determined in accordance with the provisions below under
the heading "Determination of Commercial Paper Rate", "Determination of LIBOR"
or "Determination of Treasury Rate" (depending upon whether the Base Rate
specified on the face hereof is Commercial Paper Rate, LIBOR or Treasury Rate,
respectively), until the principal hereof is paid or duly made available for
payment. The Company will pay interest monthly, quarterly, semi-annually or
annually as specified on the face hereof under the "Interest Payment Period",
commencing with the first Interest Payment Date specified on the face hereof
next succeeding the Original Issue Date, and at Maturity. Unless otherwise
provided on the face hereof, the dates on which interest will be payable (each
an "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 on the face hereof; and in the case of Floating Rate Notes with
an annual Interest Payment Period, the third Wednesday of the month specified on
the face hereof.
The interest payable on a Floating Rate Note on each Interest Payment Date
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 or Maturity Date;
provided, however, that if the Interest Reset Period is daily or weekly, the
interest payable on each Interest Payment Date, other than at Maturity, 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 such Interest
Payment Date, and the interest payable at Maturity 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, the Maturity Date. Such accrued interest will be calculated by
multiplying the principal amount hereof by an accrued interest factor. The
accrued interest factor shall be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such day by 360, if the Base Rate specified on the
face hereof is the Commercial Paper Rate or LIBOR, or by the actual number of
days in the year, if the Base Rate specified on the face hereof is the Treasury
Rate. 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 with respect 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;
provided, however, that the interest rate in effect from the Original Issue Date
to the first Interest Reset Date will be the Initial Interest Rate.
<PAGE>
Notwithstanding the foregoing, if this is a Floating Rate Note, the
interest rate hereon shall not be greater than the Maximum Interest Rate, if
any, or less than the Minimum Interest Rate, if any, shown on the face hereof.
In addition, the interest rate hereon in no event shall be higher than the
maximum rate, if any, permitted by New York law. The Maximum Interest Rate and
Minimum Interest Rate, if any, specified on the face hereof are, in each case,
expressed as a rate per annum on a simple interest basis.
If this is a Floating Rate Note, the interest rate on this Note will be
reset daily, weekly, monthly, quarterly, semi-annually or annually (such period
being the "Interest Reset Period" specified on the face hereof). Unless
otherwise specified on the face hereof, the "Interest Reset Dates" will be, if
the Interest Reset Period is daily, each Business Day; if the Interest Reset
Period is weekly, Wednesday of each week, except that if the Base Rate specified
on the face hereof is the Treasury Rate, Tuesday of each week; if the Interest
Reset Period is monthly, the third Wednesday of each month; if the Interest
Reset Period is quarterly, the third Wednesday of March, June, September and
December of each year; if the Interest Reset Period is semi-annually, the third
Wednesday of the two months specified on the face hereof; and if the Interest
Reset Period is annually, the third Wednesday of the month of each year
specified on the face hereof; provided, however, that if any Interest Reset Date
otherwise would be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next day that is a Business Day, except that (i) if
the Base Rate specified on the face hereof is LIBOR and such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day, or (ii) if the Base Rate specified on the
face hereof is Treasury Rate and the Interest Reset Date falls on a date which
is an auction date (as described in the next succeeding paragraph), the Interest
Reset Date shall be the following day that is a Business Day.
The Interest Determination Date pertaining to an Interest Reset Date
will be, if the Base Rate specified on the face hereof is Commercial Paper Rate,
the second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date will be, if the Base
Rate specified on the face hereof is LIBOR, the second London Banking Day next
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date will be, if the Base Rate specified on the face hereof
is the Treasury Rate, the day of the week in which such Interest Reset Date
falls on which Treasury bills (as defined below) of the Index Maturity specified
on the face hereof 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 a 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.
Subject to applicable provisions of law and except as specified herein,
on each Interest Reset Date the rate of interest hereon, if this is a Floating
Rate Note, shall be the rate determined in accordance with the provisions of the
applicable heading below.
Determination of Commercial Paper Rate.
If the Base Rate specified on the face hereof is the Commercial Paper
Rate, the interest rate for any Interest Determination Date shall equal (a) the
Money Market Yield (as defined below) on such Interest Determination Date of the
rate for commercial paper having the Index Maturity specified on the face hereof
(1) as published by the Board of Governors of the Federal Reserve System in the
publication entitled "Statistical Releases H.15(519) Selected Interest Rates",
or in any successor publication ("H.15(519)"), under the heading "Commercial
Paper - Nonfinancial," or (2) if such rate is not published by 3:00 p.m., New
York City time, on the Calculation Date (defined below) pertaining to such
Interest Determination Date, then as published in the daily update of H.15 (519)
(available through the world wide web site of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication) ("H.15 Daily Update") under the heading
"Commercial Paper - Non-Financial", or any successor heading or (b) if such rate
is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the Money Market Yield of the arithmetic mean as calculated by the
Calculation Agent (defined below) of the offered rates as of 11:00 a.m., New
York City time, on such Interest Determination Date, of three leading dealers of
commercial paper in the City of New York selected by the Calculation Agent
(after consultation with the Company) for commercial paper placed for
nonfinancial issuers whose bond rating is "AA" or the equivalent, from a
nationally recognized rating agency, having the Index Maturity specified on the
face hereof, in each of the above cases adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the interest rate for such Interest
Determination Date shall equal the interest rate then in effect on such Interest
Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
---------------
360 - (D x M)
where "D" refers to the applicable 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 Index Maturity specified on the face hereof.
Determination of LIBOR.
If the Base Rate specified on the face hereof is (i) LIBOR Reuters, the
interest rate for any Interest Determination Date shall equal the average as
calculated by the Calculation Agent of the offered rates for deposits in the
Designated LIBOR Currency (as defined below) having the Index Maturity specified
on the face hereof, beginning on the second London Banking Day immediately
following such Interest Determination Date, which appear on the Designated LIBOR
Page (as defined below) as of 11:00 a.m., London time, on such Interest
Determination Date, if at least two such offered rates appear on the Designated
LIBOR Page, or (ii) LIBOR Telerate, the interest rate for any Interest
Determination Date shall equal the rate for deposits in the Designated LIBOR
Currency having the Index Maturity specified on the face hereof, beginning on
the second London Banking Day immediately following such Interest Determination
Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London Time,
on such Interest Determination Date or (iii) if fewer than two such offered
rates shall appear, or if no rate appears, as applicable, LIBOR in respect of
such Interest Determination Date will be determined pursuant to the following
paragraph, in any of such cases, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof.
<PAGE>
With respect to an Interest Determination Date on which fewer than two
offered rates appear on the Designated LIBOR Page, or on which no rate appears
on the Designated LIBOR Page, 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 on the face hereof, are offered at approximately 11:00
a.m., London time, on such 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 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 Interest
Determination Date will be the average of such quotations. If fewer than two
quotations are provided, LIBOR in respect of such Interest Determination Date
will be the average of the rates quoted as of 11:00 a.m., in the applicable
Principal Financial Center (as defined below) on such Interest Determination
Date by three major banks in such Principal Financial Center 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
on the face hereof commencing on the second London Banking Day immediately
following such 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 Interest Determination Date will be the
interest rate then in effect on the Interest Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currency units), if any, designated on the face hereof as the currency for which
LIBOR will be calculated. If no such currency is designated, the Designated
LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service on the page designated on the face hereof (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 on the face hereof, the display on the Dow Jones Telerate Service
on the page designated on the face hereof (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.
"Principal Financial Center" means 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.
Determination of Treasury Rate.
If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate for any Interest Determination Date shall equal the rate
applicable to the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof, on
the display of Bridge Telerate, Inc. (or any successor service) on page 56 or 57
under the heading "AVGE INVEST YIELD" or, if not so published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such 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)for such auction as otherwise announced by the United States Department of
the Treasury. In the event that the results of the auction of Treasury Bills
having the Index Maturity specified on the face hereof are not published or
announced as provided above 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 average of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting bid rates as mentioned in this sentence, the interest rate for such
Interest Determination Date shall equal the interest rate then in effect on such
Interest Determination Date. In determining the Treasury Rate, the rate
determined in any of the above cases shall be adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
The Company will calculate, or will appoint and enter into an agreement
with an agent to calculate (the Company or such agent being the "Calculation
Agent"), the interest rates on Floating Rate Notes (including this Note).
Initially, The Bank of New York shall be the Calculation Agent. The Calculation
Agent shall calculate the interest rate hereon in accordance with the foregoing
and will confirm in writing such calculation to the Trustee and any Paying Agent
promptly after each such determination. Neither the Trustee nor any Paying Agent
shall be responsible for any such calculation. At the request of the Holder
hereof, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next Interest
Reset Date. All determinations of interest rates by the Calculation Agent, in
the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder hereof. The Calculation Date pertaining to an Interest
Determination Date shall be the tenth calendar day after such Interest
Determination Date, or if not a Business Day, the next succeeding Business Day.
3. The authorized denominations of Notes will be $1,000 and any larger amount
that is an integral multiple of $1,000.
4. Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note. Only Registered Notes may be issued as Book-Entry Notes, and
such Notes will not be exchangeable for Certificated Notes and, except as
otherwise provided in the Indenture, will not otherwise be issuable as
Certificated Notes.
5. Payments of interest (other than interest payable at Maturity) will be made
by check mailed to the address of the Person entitled thereto as such address
shall appear on the Security Register on the applicable Record Date. The
principal hereof and any premium and interest hereon payable at Maturity or upon
earlier redemption or repayment will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in the City of New York.
6. If so specified on the face hereof, this Note may be redeemed at the option
of the Company, as a whole or from time to time in part, on any date on or after
the Initial Redemption Date shown on the face hereof and prior to the Maturity
Date, upon not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, at the redemption price shown on the face hereof,
together in each case with accrued interest, if any, to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the holder of this Note, or one or more Predecessor
Securities, of record at the close of business on the
<PAGE>
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture. If less than all of the Outstanding Notes are to be redeemed, the
Company shall select the tenor and terms of the Notes to be redeemed. If less
than all the Outstanding Notes of like tenor and terms are to be redeemed, the
particular Notes to be redeemed shall be selected by the Trustee not less than
60 days prior to the Redemption Date from the Outstanding Notes of like tenor
and terms not previously called for redemption. Such selection shall be of
principal amounts equal to the minimum authorized denominations for such Notes
or any integral multiple thereof. Subject to the immediately preceding sentence,
such selection shall be made by any method as the Trustee deems fair and
appropriate. The notice of such redemption shall specify which Notes are to be
redeemed. In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.
7. The Company may, at any time, purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at its discretion, be held,
resold or surrendered to the Trustee for cancellation.
8. This Note will not be subject to any sinking fund.
9. As provided in the Indenture, and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of
different authorized denominations as requested by the Holder.
10. As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable on the Security Register of the
Company upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, the City and State of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
11. Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
12. If an Event of Default with respect to the Notes of this series shall have
occurred and be continuing, the principal of all the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
13. In case this Note shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Registered Note of like tenor and
principal amount will be issued by the Company in exchange for, or in lieu of,
this Note. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new Note
shall be borne by the Holder of this Note.
14. The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holder of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities of any series at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding on behalf of the Holders of all the Securities of such series
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon the Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, places and rate, and in the coin or currency herein
prescribed.
15. No recourse shall be had for the payment of the principal of (or premium, if
any) or interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or an indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
16. All terms used in this Note not otherwise defined in this Note that are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
17. This Note shall be deemed to be a contract made and to be performed solely
in the State of New York, and for all purposes be governed by, and construed in
accordance with, the laws of said State without regard to the conflicts of law
rules of said State.
<PAGE>
---------------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
<PAGE>
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- .....................................
....... Custodian
....... (Cust.) (Minor)
....... Under Uniform Gifts to Minors Act
-----------------------------------------
_______ (State)
<PAGE>
Additional abbreviations also may be used though not in the
above list.
--------------------------------------
FOR VALUE RECEIVED, the Undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
(Please print or type name and address including Zip Code of Assignee)
the within Note and all rights thereunder, irrevocably constituting and
appointing such person
attorney
to transfer Note on the books of the Bank, with full power of substitution
in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the
names as written upon the face of the within Note in every
particular without alteration or enlargement or any change
whatsoever.
Exhibit 5.01
November 17, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I refer to the proposed issue and sale of up to $1,000,000,000 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 (the "Registration Statement") and
Pre-Effective Amendment No. 1 to the Registration Statement with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and Rule
415 thereof.
I hereby consent to filing of this opinion with the Registration
Statement and to the use of my name under the caption "Validity of the Notes"
included in the Registration Statement.
Sincerely,
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 Pre-Effective
Amendment No. 1 Registration Statement No. 333-90073 of SCANA Corporation on
Form S-3 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, 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
November 15, 1999
