<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
SCANA CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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[SCANA LOGO]
SCANA Corporation Proxy Statement
1999 Notice of Annual Meeting
and Proxy Statement
</TABLE>
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[SCANA LOGO]
MARCH 17, 1999
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders, to
be held on Thursday, April 22, 1999, at 10:00 A.M. The meeting will be held at
the Medical University of South Carolina, Basic Science Building Auditorium, 141
Ashley Avenue, Charleston, South Carolina.
-The 1998 Annual Report to shareholders is included in this mailing. The
approximate date of mailing for this proxy statement and enclosures is
March 17, 1999.
-You will find a Notice of Meeting on page 1 identifying three proposals for
your action.
-At the meeting, we will present a brief report on SCANA's 1998 business
results and plans for the future. We will also respond to your questions
and comments.
-If you plan to attend the meeting, please indicate on the enclosed proxy
card. Parking space will be limited; therefore, we are providing off-site
parking and bus transportation to the meeting. We will include a map and
details about parking and transportation with your admission ticket.
-If you will need special assistance at the meeting because of a disability,
please contact the office of the Corporate Secretary, Mail Code 13-4 at
SCANA Corporation's principal executive offices, 1426 Main Street,
Columbia, South Carolina 29201 or call (803) 217-9683.
-Refreshments will be served beginning at 9:00 A.M. in the lobby of the
Basic Science Building Auditorium, Medical University of South Carolina.
YOUR VOTE IS IMPORTANT. We encourage you to read this Proxy Statement and
vote your shares as soon as possible. A return envelope for your proxy card is
enclosed for your convenience.
Sincerely,
/s/ William B. Timmerman
William B. Timmerman
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
Table of Contents
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Page
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CHAIRMAN'S LETTER TO SHAREHOLDERS
NOTICE OF ANNUAL MEETING........................................................................... 1
VOTING PROCEDURES.................................................................................. 2
DIRECTOR COMPENSATION.............................................................................. 3
BOARD MEETINGS -- COMMITTEES OF THE BOARD.......................................................... 4
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION........................................ 6
ELECTION OF DIRECTORS -- ITEMS 1 AND 2............................................................. 7
ITEM 1 -- NOMINEE FOR CLASS II DIRECTOR................................................ 7
ITEM 2 -- NOMINEES FOR CLASS III DIRECTORS............................................. 8
CONTINUING DIRECTORS............................................................................... 9
SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS...................................... 11
FIVE PERCENT OWNER OF SCANA COMMON STOCK........................................................... 11
EXECUTIVE COMPENSATION............................................................................. 12
Summary Compensation Information....................................................... 12
Long-Term Incentive Plan Award Opportunities........................................... 13
Defined Benefit Plans.................................................................. 13
Termination, Severance and Change In Control Arrangements.............................. 15
REPORT ON EXECUTIVE COMPENSATION................................................................... 16
PERFORMANCE GRAPH.................................................................................. 21
ITEM 3 -- APPROVAL OF APPOINTMENT OF AUDITORS...................................................... 22
OTHER INFORMATION.................................................................................. 22
Section 16(a) Beneficial Ownership Reporting Compliance................................ 22
Shareholder Proposals and Recommendations for a Director Nominee....................... 22
Expenses of Solicitation............................................................... 22
Tickets to the Annual Meeting.......................................................... 23
</TABLE>
ELIMINATE DUPLICATE MAILINGS
Securities and Exchange Commission rules require us to provide an Annual
Report to shareholders who receive this proxy statement. If you are a
shareholder of record and have more than one account in your name or have
the same address as one or more other shareholders of record, you may
authorize us to discontinue mailings of multiple Annual Reports by marking
the designated box on the enclosed proxy card.
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NOTICE OF ANNUAL MEETING
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[SCANA LOGO]
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MEETING DATE: Thursday, April 22, 1999
MEETING TIME: 10:00 A.M., Eastern Daylight Savings Time
MEETING PLACE: Medical University of South Carolina
Basic Science Building Auditorium
141 Ashley Avenue
Charleston, South Carolina
MEETING RECORD DATE: March 10, 1999
MEETING AGENDA: 1) Election of Class II Director
2) Election of Class III Directors
3) Approval of Appointment of Auditors
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SHAREHOLDER LIST
A list of shareholders entitled to vote at the meeting will be available at
SCANA's Corporate Offices, 1426 Main Street, Columbia, South Carolina, during
business hours from March 17, 1999 through the date of the meeting, for
examination by any shareholder for any legally valid purpose.
ADMISSION TO THE MEETING
Seating space at the meeting will be limited; therefore, admission will be
by ticket only. See page 23.
By Order of the Board of Directors
Lynn M. Williams
CORPORATE SECRETARY
PLEASE SIGN, DATE AND MAIL YOUR PROXY TODAY
IN THE ENVELOPE ENCLOSED
1
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VOTING PROCEDURES
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YOUR VOTE IS VERY IMPORTANT
Whether or not you plan to attend the Annual Meeting, please take the time
to vote your shares as soon as possible. Your prompt vote may save SCANA the
expense of a second mailing.
VOTING YOUR SHARES
You vote your shares by indicating on the enclosed proxy card how you want
to vote on each proposal and by signing, dating and mailing the card to SCANA in
the enclosed postage paid envelope. If you participate in the SCANA Investor
Plus Plan, your proxy card covers both plan shares and certificated shares
unless the registrations are different. If you have registrations in different
names, you will receive a separate card for each name registration. If you sign,
date and mail your proxy card without indicating how you want to vote, your
shares will be voted as recommended by the Board of Directors.
REVOKING YOUR PROXY
You may revoke your proxy by writing to the Corporate Secretary of SCANA
stating that you want to revoke your proxy; or by submitting a properly signed
proxy with a later date; or by voting in person at the Annual Meeting.
VOTING BY SAVINGS PLAN PARTICIPANTS
If you own SCANA shares as a participant in the SCANA Stock Purchase Savings
Plan, you will receive a proxy card that covers only your plan shares. Proxies
executed by plan participants will serve as voting instructions to First Union
National Bank, as the trustee for the plan.
VOTE REQUIRED AND METHOD OF COUNTING VOTES
At the close of business on the record date, March 10, 1999, there were
103,572,623 shares outstanding and entitled to vote at the Annual Meeting. Each
share is entitled to one vote on each proposal at the Annual Meeting.
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
ITEMS 1 AND 2 -- ELECTION OF DIRECTORS
A plurality of the votes cast is required for the election of directors.
"Plurality" means that if there are more nominees than positions to be filled,
the four individuals who receive the largest number of votes cast for Class III
Directors and the individual who receives the largest number of votes cast for
Class II Director will be elected as directors. Votes indicated as "withheld"
and broker "non-votes" will not be cast for nominees.
ITEM 3 -- APPROVAL OF APPOINTMENT OF AUDITORS
The affirmative vote of a majority of the shares represented at the meeting
is required to approve the appointment of Deloitte & Touche LLP. Abstentions and
broker "non-votes" will have the same effect as a no vote.
OTHER BUSINESS
The Board knows of no other matters to be presented for shareholder action
at the meeting. If other matters are properly brought before the meeting, the
persons named in the accompanying proxy card intend to vote the shares
represented by them in accordance with their best judgment.
2
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DIRECTOR COMPENSATION
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BOARD FEES
Officers of SCANA who are also directors do not receive additional
compensation for their service as directors. Since April 1998, compensation for
non-employee directors has included the following:
- an annual retainer of $19,400 (41% of the
annual retainer fee is paid in shares of SCANA Common Stock);
- a fee of $2,000 for each board meeting
attended;
- a fee of $1,000 for attendance at a
committee meeting which is held on a day other than a regular meeting of
the board (no additional fees are paid if a committee meeting is held on
the same day as a board meeting);
- a fee of $200 for participation in a
telephone conference meeting;
- a fee of $1,000 for attendance at an
all-day conference; and
- reimbursement for expenses incurred in
connection with all of the above.
DEFERRAL PLAN
Non-employee directors may participate in SCANA's Voluntary Deferral Plan.
This plan permits non-employee directors to defer receipt of all or part of
their fees (except the portion paid in shares of SCANA Common Stock) and
receive, upon ceasing to serve as a director, the amount that would have
resulted from investing the deferred amounts in an interest bearing savings
account.
Since January 1, 1998, the interest rate has been set at the announced prime
rate of Wachovia Bank, N.A. Mr. Rhodes, Mr. Cassels and Mr. Bennett were the
only directors who participated in the plan during 1998. Mr. Rhodes became a
participant in July 1987, Mr. Cassels in January 1994 and Mr. Bennett in
December 1997. During 1998, interest credited to Mr. Rhodes' deferral account
was $31,322; interest credited to Mr. Cassels' deferral account was $10,788; and
interest credited to Mr. Bennett's deferral account was $196.
ENDOWMENT PLAN
Upon election to a second term, a director becomes eligible to participate
in the SCANA Director Endowment Plan, which provides for SCANA to make a tax
deductible, charitable contribution totaling $500,000 to institutions of higher
education designated by the director. The plan is intended to reinforce SCANA's
commitment to quality higher education and to enhance its ability to attract and
retain qualified board members. A portion is contributed upon retirement of the
director and the remainder upon the director's death. The plan is funded in part
through insurance on the lives of the directors. Designated in-state
institutions of higher education must be approved by the Chief Executive Officer
of SCANA. Any out-of-state designation must be approved by the Management
Development and Corporate Performance Committee. The designated institutions are
reviewed on an annual basis by the Chief Executive Officer to assure compliance
with the intent of the program.
OTHER
As a Company retiree, Mr. Gressette receives a monthly benefit of $9,488
under the Key Employee Retention Plan described on page 14 and a monthly benefit
of $28,380 under the Retirement Plan and a SERP as described on page 13.
3
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BOARD MEETINGS -- COMMITTEES OF THE BOARD
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The Board held six meetings in 1998. Each director, except Mr. Cassels,
attended at least 75% of all Board and applicable committee meetings during
1998. This table describes the Board's Committees.
<TABLE>
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NUMBER OF
NAME OF COMMITTEE FUNCTIONS MEETINGS IN
AND MEMBERS OF THE COMMITTEE 1998
<S> <C> <C>
EXECUTIVE COMMITTEE - provides counsel to the Chief Executive Officer 7 MEETINGS
L. M. Gressette, Jr., Chairman - reviews management's long-range strategic plans, goals and
B. L. Amick objectives
H. M. Chapman - reviews budgets, financial plans, plans for debt financing and
W. H. Hipp the financing of acquisitions, investments and capital
L. M. Miller expenditures of a major nature
M. K. Sloan - reviews and recommends actions relating to dividends
- monitors advertising and philanthropic activities
- recommends levels of expenditures to the Board
- recommends the slate of director nominees to be presented for
election at each annual meeting
- recommends assignments of directors to serve on Board
Committees
MANAGEMENT DEVELOPMENT AND - reviews the investment policies of SCANA's Retirement Plan, 3 MEETINGS
CORPORATE PERFORMANCE COMMITTEE selects its investment managers and monitors the performance
H. M. Chapman, Chairman of such investment managers
B. L. Amick - recommends to the Board, persons to serve as officers of SCANA
W. B. Bookhart, Jr. (and its subsidiaries)
W. T. Cassels, Jr. - recommends to the Board, salary and compensation levels,
J. B. Rhodes including fringe benefits for officers and directors of SCANA
M. K. Sloan - reviews SCANA's compensation plans
W. B. Timmerman* - provides direction regarding the operation of SCANA's
*Ex-officio, nonvoting member Retirement Plan and other employee welfare benefit plans
- reviews management's resources and development and recommends
to the Board, succession plans for senior management
- reviews SCANA's active operating performance
- reviews SCANA's performance in regard to well-being of
employees, including safety, health and equality of treatment
- reviews outside relationships, including those with
governments, other businesses and the community
- reviews the impact of regulations, litigation and any public
policy controversy that may affect SCANA
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4
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NUMBER OF
NAME OF COMMITTEE FUNCTIONS MEETINGS IN
AND MEMBERS OF THE COMMITTEE 1998
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LONG-TERM COMPENSATION - administered the SCANA Corporation Performance Share 2 MEETINGS
COMMITTEE Plan prior to April 1998
H. M. Chapman, Chairman
B. L. Amick
J. A. Bennett
W. B. Bookhart, Jr.
W. T. Cassels, Jr.
E. T. Freeman
L. M. Gressette, Jr.
F. C. McMaster
L. M. Miller
J. B. Rhodes
M. K. Sloan
PERFORMANCE SHARE PLAN - administers the SCANA Corporation Performance Share Plan NONE -- UNTIL
COMMITTEE since April 1998 1999
H. M. Chapman, Chairman
J. A. Bennett
W. B. Bookhart, Jr.
W. T. Cassels, Jr.
L. M. Miller
M. K. Sloan
AUDIT COMMITTEE - meets periodically with SCANA's internal auditors and 3 MEETINGS
E. T. Freeman, Chairman independent public accountants to discuss and evaluate
J. A. Bennett the scope and results of audits and SCANA's accounting
W. T. Cassels, Jr. procedures and controls
W. H. Hipp - reviews SCANA's financial statements before submission
F. C. McMaster to the Board for approval, prior to dissemination to
shareholders, the public or regulatory agencies
- recommends to the Board (for appointment by the Board
and ratification by the shareholders) independent public
accountants to be used by SCANA
- maintains responsibility for SCANA's compliance program
NUCLEAR OVERSIGHT COMMITTEE - monitors SCANA's nuclear operations 2 MEETINGS
F. C. McMaster, Chairman - meets periodically with SCANA management to discuss and
J. A. Bennett evaluate our nuclear operations, including regulatory
W. B. Bookhart, Jr. matters, operating results, training and other related
E. T. Freeman topics
L. M. Miller - tours the V.C. Summer Nuclear Station plant and training
J. B. Rhodes facilities at least once a year
- reviews with the Institute of Nuclear Power Operations
on a periodic basis, their appraisal of SCANA's nuclear
operations
- periodically presents an independent report to the Board
on the status of SCANA's nuclear operations
</TABLE>
5
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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For the 1998 fiscal year, decisions on various elements of executive
compensation were made by the Management Development and Corporate Performance
Committee, the Long-Term Compensation Committee and the Performance Share Plan
Committee. No officer, employee or former officer of SCANA or any of its
subsidiaries served as a member of the Long-Term Compensation Committee, the
Management Development and Corporate Performance Committee or the Performance
Share Plan Committee except Mr. Timmerman, who served as an ex-officio,
nonvoting member of the Management Development and Corporate Performance
Committee and Mr. Gressette, who served as a member of the Long-Term
Compensation Committee.
The names of the persons who serve on the Long-Term Compensation Committee,
the Management Development and Corporate Performance Committee and the
Performance Share Plan Committee can be found on the preceding pages. Although
Mr. Timmerman served as a member of the Management Development and Corporate
Performance Committee, he did not participate in any of its decisions concerning
executive officer compensation.
Since January 1, 1998, SCANA and its subsidiaries have engaged in business
transactions with entities with which Mr. Amick (a member of the Management
Development and Corporate Performance Committee and the Long-Term Compensation
Committee) and Mrs. Freeman (a member of the Long-Term Compensation Committee)
are related.
Mr. Amick is President and a 20% owner of Team Amick Motor Sports LLC, a
business that owns and operates a NASCAR sanctioned racing car. This car
participates in the Busch Grand National Racing Series. During 1998, SCANA
participated in a shared sponsorship agreement with Team Amick Motor Sports LLC,
for an annual fee and related costs totaling $512,919, pursuant to which SCANA
received promotional considerations associated with NASCAR racing. SCANA has
recently entered into a co-sponsorship agreement with Powertel, Inc., a wireless
personal communications services (PCS) provider, to sponsor the Team Amick
racing car during 1999. As of January 31, 1999, SCANA Communications, Inc., a
subsidiary of SCANA, owned a 29.2% interest in Powertel. SCANA's portion of the
racing car sponsorship is a base level of $800,000 with incentives to increase
the level of sponsorship up to an additional $200,000. Powertel's sponsorship is
at the $600,000 level. This agreement is subject to termination with 30 days
written notice.
Mrs. Freeman has a 28% beneficial ownership interest in Carolina Wholesale
Gas Company located in Spartanburg, South Carolina. During 1998, Carolina
Wholesale Gas Company rented cavern storage space for two million gallons of
propane from SCANA Propane Storage, Inc., a subsidiary of SCANA, at a monthly
rate of $10,000, for a total of $120,000. It is anticipated that this
arrangement will continue.
6
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ELECTION OF DIRECTORS -- ITEMS 1 AND 2
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SCANA currently has thirteen directors. The Board is divided into three
classes with the members of each class serving a three-year term. The terms of
the Class III Directors will expire at the Annual Meeting. Mr. William T.
Cassels, Jr., a director since 1990, will reach the mandatory retirement age
prior to the 2000 Annual Meeting and therefore, is not a nominee for
re-election. Instead, the Board has nominated Mr. D. Maybank Hagood, along with
the remaining three current Class III Directors, Messrs. Amick, Chapman and
Gressette, to serve for a term expiring in 2002.
In addition, Mr. F. Creighton McMaster, a director since 1974, will reach
the mandatory retirement age prior to the 2000 Annual Meeting and therefore, is
retiring as a Class II Director at the Annual Meeting. The Board has nominated
Mr. Harold C. Stowe to fill the vacancy created by Mr. McMaster's retirement to
serve as a Class II Director for a term expiring in 2001.
The information set forth below and on the following pages concerning the
nominees and continuing directors has been furnished to SCANA by such persons.
Each director of SCANA is also a director of South Carolina Electric & Gas
Company, SCANA's principal subsidiary.
ITEM 1 -- NOMINEE FOR CLASS II DIRECTOR
TERM TO EXPIRE AT THE ANNUAL MEETING IN 2001
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HAROLD C. STOWE (AGE 52) DIRECTOR NOMINEE
[PHOTO] SHARES: 100
Mr. Stowe has been President and Chief Executive Officer of Canal Industries,
Inc., a forest products industry company in Conway, South Carolina, since March
1997. From 1996 to March 1997, he was Co-President of Canal Industries, Inc. From
1991 to 1996, he was Executive Vice President
of CSI Group, Inc., a division of Canal Industries, Inc. He is a director of Canal
Industries, Inc. and Ruddick Corporation.
</TABLE>
7
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ITEM 2 -- NOMINEES FOR CLASS III DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2002
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BILL L. AMICK (AGE 55) DIRECTOR SINCE 1990
[PHOTO] SHARES: 4,074
Mr. Amick is Chairman of the Board and Chief Executive Officer of Amick Farms,
Inc., a vertically integrated broiler operation in Batesburg, South Carolina and
also serves as Chairman and Chief Executive Officer of Amick Processing, Inc. and
Amick Broilers, Inc. He has held these positions for
more than five years. Mr. Amick also serves as a director of Blue Cross and Blue
Shield of South Carolina.
HUGH M. CHAPMAN (AGE 66) DIRECTOR SINCE 1988
SHARES: 6,589
Mr. Chapman retired from NationsBank South of Atlanta, Georgia, a division of
[PHOTO] NationsBank Corporation of Charlotte, North Carolina, on June 30, 1997.
Previously, he served as Chairman of NationsBank South for more than five years.
Mr. Chapman also serves as a director of West Point-Stevens, Inc. and PrintPack,
Inc.
LAWRENCE M. GRESSETTE, JR. (AGE 67) DIRECTOR SINCE 1987
[PHOTO] SHARES: 61,716
Mr. Gressette has been Chairman Emeritus of SCANA since his retirement in February
1997. From February 1, 1990 until his retirement, he was Chairman and Chief
Executive Officer of SCANA and all of its subsidiaries. Mr. Gressette also serves
as a director of Wachovia Corporation.
D. MAYBANK HAGOOD (AGE 37) DIRECTOR NOMINEE
[PHOTO] SHARES: 100
Mr. Hagood is President and Chief Executive Officer of William M. Bird and
Company, Inc., a wholesale distributor of floor covering materials located in
Charleston, South Carolina. He has held this position for more than five years.
</TABLE>
8
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CONTINUING DIRECTORS
CLASS I -- TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2000
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<TABLE>
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JAMES A. BENNETT (AGE 38) DIRECTOR SINCE 1997
SHARES: 1,146
Mr. Bennett has been Senior Vice President and Director of Professional Banking,
[PHOTO] First Citizens Bank in Columbia, South Carolina since December 1998. He was Senior
Vice President and Director of Community Banking at First Citizens from December
1994 until December 1998. From
1991 to December 1994, he was President of Victory Savings Bank in Columbia, South
Carolina.
LYNNE M. MILLER (AGE 47) DIRECTOR SINCE 1997
SHARES: 1,543
Ms. Miller has been Chief Executive Officer of Environmental Strategies
[PHOTO] Corporation, an environmental consulting and engineering firm headquartered in
Reston, Virginia since February 1998. Prior to February 1998, Ms. Miller served as
President of Environmental Strategies Corporation for more than five years. Ms.
Miller also serves as a director of Adams National Bank, a subsidiary of Abigail
Adams National Bancorp, Inc.
MACEO K. SLOAN (AGE 49) DIRECTOR SINCE 1997
SHARES: 1,215
Mr. Sloan is Chairman, President and Chief Executive Officer of Sloan Financial
[PHOTO] Group, Inc., a holding company, and Chairman, President and Chief Executive
Officer of NCM Capital Management Group, Inc., an investment company, both of
which are located in Durham, North Carolina. He has held these positions for more
than five years.
WILLIAM B. TIMMERMAN (AGE 52) DIRECTOR SINCE 1991
[PHOTO] SHARES: 40,775
Mr. Timmerman has been our Chairman of the Board and Chief Executive Officer since
March 1, 1997. He has been President since December 13, 1995. From August 21, 1996
until March 1, 1997, he was Chief Operating Officer of SCANA. From May 1, 1994 to
December 13, 1995, he was Executive Vice President, Chief Financial Officer and
Controller of SCANA. For more than five years prior to May 1, 1994, he was Senior
Vice President of SCANA and its Chief Financial Officer and Controller. Mr.
Timmerman also serves as a director of Powertel, Inc., ITC^DeltaCom, Inc. and The
Liberty Corporation.
</TABLE>
9
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CONTINUING DIRECTORS
CLASS II DIRECTORS -- TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2001
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<TABLE>
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WILLIAM B. BOOKHART, JR. (AGE 57) DIRECTOR SINCE 1979
SHARES: 19,101
Mr. Bookhart is a partner in Bookhart Farms, which operates a general farming
[PHOTO] business in Elloree, South Carolina and has held this position for more than five
years.
ELAINE T. FREEMAN (AGE 63) DIRECTOR SINCE 1992
[PHOTO] SHARES: 4,941
Mrs. Freeman is Executive Director of ETV Endowment of South Carolina, Inc., a
non-profit organization located in Spartanburg, South Carolina. She has held this
position for more than five years. Mrs. Freeman also serves as a director of the
National Bank of South Carolina, a member bank of Synovus Financial Corporation.
W. HAYNE HIPP (AGE 59) DIRECTOR SINCE 1983
SHARES: 3,482
Mr. Hipp is Chairman, President and Chief Executive Officer of The Liberty
[PHOTO] Corporation, an insurance and broadcasting holding company headquartered in
Greenville, South Carolina. He has held these positions for more than five years.
Mr. Hipp also serves as a director of The Liberty Corporation and Wachovia
Corporation.
JOHN B. RHODES (AGE 68) DIRECTOR SINCE 1967
SHARES: 9,743
Mr. Rhodes is Chairman and Chief Executive Officer of Rhodes Oil Company, Inc., a
[PHOTO] distributor of petroleum products in Walterboro, South Carolina. He has held these
positions for more than five years.
</TABLE>
10
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SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
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In general, "beneficial ownership" includes those shares a director, nominee
or executive officer has the power to vote or transfer. On March 10, 1999, the
directors and executive officers of SCANA (20 persons) beneficially owned, in
the aggregate, 231,796 shares of
SCANA Common Stock (approximately 0.22% of the shares outstanding).
The following table lists shares beneficially owned on March 10, 1999 by
each director, each nominee and each executive officer named in the Summary
Compensation Table on page 12.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF
NAME SCANA COMMON STOCK*(1)(2)
<S> <C>
B. L. Amick 4,074
J. A. Bennett 1,146
W. B. Bookhart, Jr. 19,101
W. T. Cassels, Jr. 2,621
H. M. Chapman 6,589
E. T. Freeman 4,941
A. H. Gibbes 16,066
L. M. Gressette, Jr. 61,716
D. M. Hagood 100
W. H. Hipp 3,482
K. B. Marsh 10,127
F. C. McMaster 6,219
L. M. Miller 1,543
C. B. Novinger 3,078
J. B. Rhodes 9,743
J. L. Skolds 9,037
M. K. Sloan 1,215
H. C. Stowe 100
W. B. Timmerman 40,775
</TABLE>
*Each of the directors, nominees and named executive officers owns less than
1% of the shares outstanding.
(1) Includes shares owned by close relatives, the beneficial ownership of which
is disclaimed by the director, nominee or named executive officers, as
follows: Mr. Amick -- 480; Mr. Bookhart -- 4,613; Mr. Gibbes -- 85; Mr.
Gressette -- 1,060; and Mr. McMaster -- 2,000; and by all directors,
nominees and executive officers -- 8,238 in total.
(2) Includes shares purchased through January 31, 1999, by the Trustee under
SCANA's Stock Purchase Savings Plan.
FIVE PERCENT OWNER OF SCANA COMMON STOCK
- --------------------------------------------------------------------------------
First Union Corporation, Post Office Box 1329, Greenville, South Carolina
29602, notified SCANA that it beneficially owned 9,429,237 shares of SCANA
Common Stock on December 31, 1998. This represented 9.10% of outstanding shares
of SCANA Common Stock on that date.
First Union has sole power to vote 537,543 of such shares, shared power to
vote 7,550 of such shares, sole power to dispose or direct the disposition of
9,343,095 of such shares and shared power to dispose or to direct the
disposition of 37,988 of such shares.
11
<PAGE>
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION INFORMATION
The following table contains information with respect to compensation paid
or accrued during the years 1998, 1997 and 1996, to the Chief Executive Officer
of SCANA and to each of the other four most highly compensated executive
officers of SCANA during 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
PAYOUTS
OTHER ANNUAL LTIP ALL OTHER
SALARY BONUS(1) COMPENSATION(2) PAYOUTS(3) COMPENSATION(4)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
W. B. Timmerman 1998 455,909 (5) 303,780 17,514 0 27,138
Chairman, President, 1997 400,634 318,815 12,220 88,338 24,038
Chief Executive Officer 1996 335,266 196,832 6,399 109,819 20,116
and Director -- SCANA
Corporation
J. L. Skolds 1998 305,123 163,399 14,099 0 18,201
SCANA Group Executive -- 1997 277,132 161,677 5,777 70,283 16,628
Electric Group; President 1996 215,708 114,099 2,453 55,513 12,943
and Chief Operating Officer --
South Carolina Electric
and Gas Company
A. H. Gibbes 1998 283,812 124,320 20,585 0 16,618
SCANA Group Executive -- 1997 246,308 149,406 7,247 52,874 14,455
Gas Group; President -- 1996 187,755 125,204 3,013 55,513 11,505
South Carolina
Pipeline Corporation
C. B. Novinger 1998 231,547 99,372 11,172 0 13,893
Senior Vice President -- 1997 213,521 104,276 5,315 52,874 12,811
Administration, 1996 188,875 75,667 2,436 55,513 7,678
Governmental and
Public Affairs -- SCANA
Corporation
K. B. Marsh 1998 219,860 99,372 8,654 0 13,122
Senior Vice President, 1997 199,845 104,276 2,945 44,491 11,991
Chief Financial Officer 1996 166,616 75,667 1,189 46,462 9,997
and Controller -- SCANA
Corporation
</TABLE>
(1) Payments under SCANA's Annual Incentive Plan.
(2) For 1998, other annual compensation consists of automobile allowance, life
insurance premiums on policies owned by named executive officers and
payments to cover taxes on benefits of $4,500, $7,435 and $5,579 for Mr.
Timmerman; $6,000, $6,878 and $1,221 for Mr. Skolds; $9,000, $9,158 and
$2,427 for Mr. Gibbes; $6,000, $3,864 and $1,308 for Mrs. Novinger; and
$6,905, $1,183 and $566 for Mr. Marsh.
(3) Payments under SCANA's Performance Share Plan.
(4) All other compensation for all named executive officers consists solely of
SCANA's contributions to defined contribution plans.
(5) Reflects actual salary paid in 1998. Base salary of $472,000, as referenced
on page 19, became effective on May 1, 1998.
12
<PAGE>
Long-Term Incentive Plan Award Opportunities
- --------------------------------------------------------------------------------
The following table lists the target awards made in 1998 (for potential
payment in 2000) under the Performance Share Plan and estimated future payouts
under that plan at threshold, target and maximum levels for each of the
executive officers included in the Summary Compensation Table.
LONG-TERM INCENTIVE PLANS -- AWARDS
IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE
SHARES, OR OTHER ESTIMATED FUTURE PAYOUTS UNDER
UNITS OR PERIOD NON-STOCK PRICE-BASED PLANS
OTHER UNTIL -----------------------------------
RIGHTS MATURATION THRESHOLD TARGET MAXIMUM
NAME (#) OR PAYOUT (#) (#) (#)
<S> <C> <C> <C> <C> <C>
W. B. Timmerman 10,230 1998-2000 4,092 10,230 15,345
J. L. Skolds 5,160 1998-2000 2,064 5,160 7,740
A. H. Gibbes 3,990 1998-2000 1,596 3,990 5,985
C. B. Novinger 2,790 1998-2000 1,116 2,790 4,185
K. B. Marsh 2,790 1998-2000 1,116 2,790 4,185
</TABLE>
Payouts occur when SCANA's Total Shareholder Return is in the top two-thirds
of the Performance Share Plan peer group, and will vary based on SCANA's ranking
against the peer group. Executives earn threshold payouts at the 33rd percentile
of three-year performance. Target payouts will be made at the 50th percentile of
three-year performance. Maximum payouts will be made when performance is at or
above the 75th percentile of the peer group. Payments will be made on a sliding
scale for performance between threshold and target and target and maximum. No
payouts will be earned if performance is at less than the 33rd percentile.
Awards are designated as target shares of SCANA Common Stock and may be paid in
stock or cash or a combination of stock and cash.
Defined Benefit Plans
- --------------------------------------------------------------------------------
In addition to its Retirement Plan for all employees, SCANA has Supplemental
Executive Retirement Plans ("SERPs") for certain eligible employees, including
officers. A SERP is an unfunded plan, that provides for benefit payments in
addition to those payable under a qualified retirement plan. It maintains
uniform application of the Retirement Plan benefit formula and would provide,
among other benefits, payment of Retirement Plan formula pension benefits, if
any, which exceed those payable under the Internal Revenue Code maximum benefit
limitations.
The following table illustrates the estimated maximum annual benefits
payable upon retirement at normal retirement date under SCANA's Retirement Plan
and the SERPs.
13
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
SERVICE YEARS
FINAL ---------------------------------------------------------------
AVERAGE PAY 15 20 25 30 35
- ---------------
<S> <C> <C> <C> <C> <C>
$ 150,000 41,777 55,702 69,628 83,553 86,229
200,000 56,777 75,702 94,628 113,553 117,479
250,000 71,777 95,702 119,628 143,553 148,729
300,000 86,777 115,702 144,628 173,553 179,979
350,000 101,777 135,702 169,628 203,553 211,229
400,000 116,777 155,702 194,628 233,553 242,479
450,000 131,777 175,702 219,628 263,553 273,729
500,000 146,777 195,702 244,628 293,553 304,979
550,000 161,777 215,702 269,628 323,553 336,229
600,000 176,777 235,702 294,628 353,553 367,479
650,000 191,777 255,702 319,628 383,553 398,729
700,000 206,777 275,702 344,628 413,553 429,979
750,000 221,777 295,702 369,628 443,553 461,229
800,000 236,777 315,702 394,628 473,553 492,479
850,000 251,777 335,702 419,628 503,553 523,729
900,000 266,777 355,702 444,628 533,553 554,979
950,000 281,777 375,702 469,628 563,553 586,229
1,000,000 296,777 395,702 494,628 593,553 617,479
</TABLE>
For all the executive officers included in the Summary Compensation Table,
the 1998 compensation shown in the column labeled "Salary" of the Summary
Compensation Table is covered by the Retirement Plan or a SERP. As of December
31, 1998, Mr. Timmerman had credited service under the Retirement Plan (or its
equivalent under the SERP) of 20 years; Mr. Skolds of 12 years; Mr. Gibbes of 17
years; Mrs. Novinger of 28 years; and Mr. Marsh of 14 years. Benefits are
computed based on a straight-life annuity with an unreduced 60% surviving
spousal benefit. The amounts in the above table assume continuation of the
primary Social Security benefits in effect at January 1, 1999 and are not
subject to any deduction for Social Security or other offset amounts.
SCANA has a Key Employee Retention Plan covering officers and certain other
executive employees that provides supplemental retirement or death benefits for
participants. Under the plan, each participant may elect to receive either (i) a
monthly retirement benefit for 180 months upon retirement (at or after the
earlier of the attainment of age 65 and completion of 35 years of service with
the Company) equal to 25% of the average monthly salary of the participant over
his final 36 months of employment prior to such retirement, or (ii) an optional
death benefit payable monthly to a participant's designated beneficiary for 180
months, in an amount equal to 35% of the average monthly salary of the
participant over his final 36 months of employment prior to such retirement.
In the event of the participant's death prior to such retirement, SCANA will
pay to the participant's designated beneficiary for 180 months, a monthly
benefit equal to 50% of the participant's base monthly salary in effect at
death.
All the executive officers named in the Summary Compensation Table are
participating in the plan. The estimated annual retirement benefits payable at
age 65 under the Key Employee Retention Plan, based on projected eligible
compensation (assuming increases of 4% per year), to the executive officers
named in the Summary Compensation Table are as follows: Mr.
Timmerman -- $181,746; Mr. Skolds -- $140,995; Mr. Gibbes -- $112,053; Mrs.
Novinger -- $102,220; and Mr. Marsh -- $123,310.
14
<PAGE>
Termination, Severance and Change in Control Arrangements
- --------------------------------------------------------------------------------
SCANA maintains an Executive Benefit Plan Trust. The purpose of the Trust is
to help retain and attract quality leadership in key SCANA positions in the
current transitional environment of the utilities industry. The Trust is used to
receive SCANA contributions which may be used to pay the deferred compensation
benefits of certain directors, executives and other key employees of SCANA in
the event of a Change in Control (as defined in the Trust). All the executive
officers included in the Summary Compensation Table participate in some of the
plans listed below which are covered by the Trust including, in all cases, the
Plans listed at (7) and (8).
(1) Voluntary Deferral Plan
(2) Supplementary Voluntary Deferral Plan
(3) Key Employee Retention Plan
(4) Supplemental Executive Retirement
Plan
(5) Performance Share Plan
(6) Annual Incentive Plan
(7) Key Executive Severance Benefits Plan
(8) Supplementary Key Executive
Severance Benefits Plan
The Trust and the plans provide flexibility to SCANA in responding to a
Potential Change in Control (as defined in the Trust) depending upon whether the
Change in Control would be viewed as being "hostile" or "friendly." This
flexibility includes the ability to deposit and withdraw SCANA contributions up
to the point of a Change in Control, and to affect the number of plan
participants who may be eligible for benefit distributions upon, or following, a
Change in Control.
The Key Executive Severance Benefits Plan is operative as a "single trigger"
plan, meaning that upon the occurrence of a "hostile" Change in Control,
benefits provided under Plans (1) through (6) above would be distributed in a
lump sum.
In contrast, the Supplementary Key Executive Severance Benefits Plan is
operative for a period of 24 months following a Change in Control which prior to
its occurrence is viewed as being "friendly." In this circumstance, the Key
Executive Severance Benefits Plan is inoperative. The Supplementary Key
Executive Severance Benefits Plan is a "double trigger" plan that would pay
benefits in lieu of those otherwise provided under plans (1) through (6) in
either of two circumstances: (a) the participant's involuntary termination of
employment without "Just Cause," or (b) the participant's voluntary termination
of employment for "Good Reason" (as these terms are defined in the Supplementary
Key Executive Severance Benefits Plan).
Benefit distributions relative to a Change in Control, as to which either
the Key Executive Severance Benefits Plan or the Supplementary Key Executive
Severance Benefits Plan is operative, will be grossed up to include estimated
federal, state and local income taxes and any applicable excise taxes owed by
plan participants on those benefits.
The benefit distributions under the Key Executive Severance Benefits Plan
would include the following:
- An amount equal to three times the sum
of: (1) the officer's annual base salary in effect as of the Change in
Control and (2) the larger of (i) the officer's target award in effect as
of the Change in Control under the Annual Incentive Plan or (ii) the
officer's average of actual annual incentive bonuses received during the
prior three years under the Annual Incentive Plan.
- An amount equal to the projected cost for
coverage for three full years following the Change in Control as though
the officer had continued to be a SCANA employee with respect to medical
coverage, long-term disability coverage and either Life Plus (a special
life insurance program
15
<PAGE>
combining whole life and term coverages) or group term life coverage in
accordance with the officer's election, in each case so as to provide
substantially the same level of coverage and benefits as the officer
enjoyed as of the date of the Change in Control.
- A benefit distribution under the Voluntary
Deferral Plan calculated as of the date of the Change in Control including
implied interest through such date, and a benefit under the Supplementary
Voluntary Deferral Plan calculated to include any implied dividends
accrued under the plan through the date of the Change in Control.
- A benefit distribution under the Key
Employee Retention Plan calculated as of the date of the Change in Control
to include projected increases to each participant's base salary applying
cost of living increases and as though the participant had reached the
earlier of age 65 or completed 35 years of service.
- A benefit distribution under the
Supplemental Executive Retirement Plan calculated as an actuarial
equivalent through the date of the Change in Control with three additional
years of compensation at the participant's rate then in effect as though
the participant had attained age 65 and completed 35 years of benefit
service and without any early retirement or other actuarial reductions,
which benefit would then be reduced by the actuarial equivalent of the
participant's qualified plan benefit amount under the Retirement Plan.
- A benefit distribution under the
Performance Share Plan equal to 100% of the targeted awards for all
performance periods which are not yet completed as of the date of the
Change in Control.
- A benefit distribution under the Annual
Incentive Plan equal to 100% of the target award in effect as of the date
of the Change in Control.
Benefits under the Supplementary Key Employee Severance Benefits Plan would
be the same except that the benefits under the Voluntary Deferral Plan and the
Supplementary Voluntary Deferral Plan would be increased by implied interest
from the date of the Change in Control until the end of the month preceding the
month in which the benefit is distributed.
REPORT ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
SCANA's executive compensation program is designed to support SCANA's
overall objective of creating shareholder value by:
- Hiring and retaining the executive talent
needed to manage SCANA today and to position it for the future;
- Having a pay-for-performance philosophy
linking rewards to corporate and business unit results;
- Placing a substantial portion of pay for
senior executives "at-risk" and aligning the interests of the executives
with the long-term interests of the shareholders through the Performance
Share Plan; and
- Balancing the elements of the
compensation program to reflect SCANA's financial, customer-oriented
and strategic goals.
We believe the program plays a vital role in keeping our executives focused
on SCANA's goal of enhancing shareholder value.
A description of the program and how it works and a discussion of Mr.
Timmerman's 1998 compensation follows.
ELEMENTS OF THE PROGRAM
Executive compensation consists primarily of three key elements: base
salary, short-term
16
<PAGE>
incentive compensation (Annual Incentive Plan) and long-term incentive
compensation (Performance Share Plan).
Compensation levels for these components are established annually based on a
comparison to a market which consists of utilities of various sizes throughout
the United States and smaller telecommunications companies. Results are adjusted
through regression analysis to account for differences in company size.
Approximately 65% of the market companies are included in the Performance Share
Plan Peer Group shown in the Performance Graph on page 21. We do not include all
of the peer group companies in the market because we believe that SCANA's
competition for executives does not include all of those companies and includes
other companies.
For 1998, compensation levels for all elements of executive compensation
were slightly below the market median. At the end of 1996, SCANA adopted the
philosophy of gradually moving targeted competitive levels to the market median.
We believe that the increasingly competitive nature of the utility industry
necessitates this philosophy if we are to attract and retain a highly competent
executive team.
The following paragraphs describe in more detail each element of SCANA's
compensation program for executive officers. All components of the compensation
package, including severance plans, insurance and other benefits, are considered
in determining the level of each element of compensation.
BASE SALARIES
Executive salaries are reviewed annually by the Management Development and
Corporate Performance Committee. Adjustments may be made on the basis of
subjective assessment of individual performance, relative levels of
responsibility, prior experience, breadth of knowledge and changes in market pay
practices.
ANNUAL INCENTIVE PLANS
SCANA has Annual Incentive Plans for its officers and officers of its
subsidiaries. The plans promote SCANA's pay-for-performance philosophy, as well
as its goal of having a meaningful amount of executive pay "at-risk." Through
these plans, financial incentives are provided in the form of annual cash
bonuses.
Executives eligible for these plans are assigned threshold, target and
maximum bonus levels as a percentage of salary. Bonuses earned are based on the
level of performance achieved. Award payouts may increase to a maximum of 1.5
times target if performance exceeds the goals established. Award payouts may
decrease, generally to a minimum of one-half the target-level awards, if
performance is below targeted goals. Awards earned based on the achievement of
preestablished goals may nonetheless be decreased to zero, if the Management
Development and Corporate Performance Committee in its discretion determines
that actual results do not warrant the levels of payouts otherwise earned.
The various Annual Incentive Plans in which officers of SCANA and its
subsidiaries participate place their major emphasis on achieving profitability
targets, with the remaining emphasis focused upon meeting annual business
objectives relating to such matters as efficiency, quality of service, customer
satisfaction and progress toward SCANA's strategic objectives. These plans also
allow for an adjustment of an award based upon a subjective evaluation of
individual performance. Each award may be increased or decreased by no more than
20% based on this evaluation, but in no case may an award exceed the maximum
payout of 1.5 times target.
For 1998, the specific measures in each plan for the executive officers
included in the Summary Compensation Table on page 12 are described below.
- 1998 awards for officers of SCANA were
based on two performance categories: 75% of the total 1998 target award
was based on SCANA earnings per share (EPS) goals, a numerically
measurable target. An additional 25% was determined by the achievement of
the annual business objectives established in SCANA's 1998 Strategic Plan.
For 1998,
17
<PAGE>
EPS results and achievement of annual business objectives met the goals
established which resulted in the achievement of 100% of target. After the
adjustment for individual performance, payouts ranged from 115% to 120% of
the target award.
- 1998 awards for officers of South Carolina
Electric & Gas Company (SCE&G) were based on two performance categories:
SCANA EPS and achievement of annual business objectives (activities that
focus on improvements in various areas including existing operating
procedures, quality of service and product and human resources matters).
The weighting of the individual components for 1998 was EPS 75% and annual
business objectives 25%. For 1998, after the adjustment for individual
performance, payouts ranged from 100% to 120% of the target award.
- 1998 awards for officers of South Carolina
Pipeline Corporation were based 75% on SCANA EPS and 25% on achievement of
annual business objectives. For 1998, after the adjustment for individual
performance, payouts ranged from 105% to 120% of the target award.
LONG-TERM PERFORMANCE SHARE PLAN
SCANA's Performance Share Plan pays bonuses to executives based on SCANA's
Total Shareholder Return ("TSR") relative to a group of peer companies over a
three-year period. The peer group includes 84 electric and gas utilities, none
of which have annual revenues of less than $100 million.
TSR is stock price increase over the three-year period, plus cash dividends
paid during the period, divided by stock price as of the beginning of the
period. Comparing SCANA's TSR to the TSR of a large group of other utilities
reflects SCANA's recognition that investors could have invested their funds in
other utility companies and measures how well SCANA did when compared to others
operating in similar interest, tax, economic and regulatory environments.
Executives selected to participate in the Performance Share Plan are
assigned target awards at the beginning of each three-year period based
primarily on salary level, level of responsibilities and competitive practices.
Awards under this plan represent a significant portion of executives' "at-risk"
compensation. To provide additional incentive for executives, and to ensure that
executives are only rewarded when shareholders gain, actual payouts may exceed
the median of the market only when performance is above the 50th percentile of
the peer group. For lesser performance, awards will be at or below the market
median.
Payouts occur when SCANA's TSR is in the top two-thirds of the peer group
and vary based on SCANA's ranking against the peer group. Executives earn
threshold payouts of 0.4 times target at the 33rd percentile of three-year
performance. Target payouts will be made at the 50th percentile of three-year
performance. Maximum payouts will be made at 1.5 times target when SCANA's TSR
is at or above the 75th percentile of the peer group. No payouts will be earned
if performance is at less than the 33rd percentile. Awards may be paid in stock
or cash or a combination of stock and cash.
For the three-year period from 1996 through 1998, SCANA's TSR was at the
29(th) percentile of the peer group. This resulted in no payouts being made.
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
Section 162(m) of the Internal Revenue Code establishes a limit on the
deductibility of annual compensation for certain executive officers that exceeds
$1,000,000. It is the general intention of SCANA to meet the requirements for
deductibility under Section 162(m); however, SCANA reserves the right, where
merited by changing business conditions or an executive's individual
performance, to authorize compensation payments which may not be fully
deductible by SCANA.
18
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER FOR 1998
For 1998, Mr. Timmerman's compensation consisted of the following:
- Base salary of $472,000 derived by
reference to executive pay for the market group described. This amount
approximates the median base salary for the market. Mr. Timmerman's salary
increase of $47,000 from 1997 to 1998 was based on his responsibilities as
Chairman, President and Chief Executive Officer, external pay practices
and the Management Development and Corporate Performance Committee's
subjective assessment of his overall performance during the preceding
year. Because this determination was subjective, no one factor was
assigned a particular weighting by the Committee.
- For the year 1998, Mr. Timmerman's
Annual Incentive Plan target award was 50% of the salary level for his
position. Mr. Timmerman's 1998 award was based on three factors: SCANA
EPS, achievement of strategic plan objectives and the Management
Development and Corporate Performance Committee's subjective assessment of
his individual performance. Performance in these factors resulted in Mr.
Timmerman receiving a payout of 120% of target.
- In 1998, Mr. Timmerman's Performance
Share Plan target award for the period 1998 through 2000 was set at 60% of
the salary level for his position. This resulted in a target award of
10,230 performance shares. The amount of the target award was determined
by the Long-Term Compensation Committee based on Mr. Timmerman's salary
and level of responsibility and competitive practices. As discussed above,
SCANA's results relative to the peer group for the 1996-1998 performance
period were at the 29(th) percentile, resulting in no payout.
<TABLE>
<CAPTION>
THE MANAGEMENT DEVELOPMENT AND THE LONG-TERM PERFORMANCE SHARE
CORPORATE PERFORMANCE COMMITTEE COMPENSATION COMMITTEE PLAN COMMITTEE
<S> <C> <C>
H. M. Chapman* H. M. Chapman* H. M. Chapman*
B. L. Amick B. L. Amick J. A. Bennett
W. B. Bookhart, Jr. J. A. Bennett W. B. Bookhart, Jr.
W. T. Cassels, Jr. W. B. Bookhart, Jr. W. T. Cassels, Jr.
J. B. Rhodes W. T. Cassels, Jr. L. M. Miller
M. K. Sloan E. T. Freeman M. K. Sloan
W. B. Timmerman** L. M. Gressette, Jr.
F. C. McMaster
L. M. Miller
J. B. Rhodes
M. K. Sloan
</TABLE>
- ------------------------
*Chairman of the Committee
**As noted on page 6, Mr. Timmerman is a nonvoting member of the Management
Development and Corporate Performance Committee. He did not participate in
any of its decisions concerning executive compensation.
SCANA's filings with the Securities and Exchange Commission sometimes
"incorporate information by reference." This means that SCANA is referring to
information previously filed with the Securities and Exchange Commission, and
that this information should be considered as part of the filing you are
reading.
The Performance Graph and Report on Executive Compensation in this Proxy
Statement are specifically not incorporated by reference into any other filings
with the Securities and Exchange Commission.
19
<PAGE>
PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The line graph on the following page compares the cumulative Total
Shareholder Return of SCANA assuming reinvestment of dividends with that of the
Performance Share Plan peer group, the S&P Utilities and the S&P 500. The peer
group was chosen for comparison since SCANA'S total shareholder return is
measured against this group to determine awards that are paid under the
Performance Share Plan. This group consists of 84 utilities. The peer group was
adjusted from last year to reflect name changes and changes resulting from
mergers and acquisitions. The PSP Peer Group index was prepared by Hewitt
Associates, a compensation and benefits consulting company. The index consists
of the following companies:
Allegheny Energy, Inc.
Ameren Corp.
American Electric Power Co., Inc.
Avista Corporation
Baltimore Gas & Electric Co.
Bangor Hydro-Electric Co.
BEC Energy
Black Hills Corp.
Carolina Power & Light Co.
Central Hudson Gas & Electric Corp.
Central & South West Corporation
Central Vermont Public Service Corp.
Cilcorp, Inc.
CINergy Corp.
Citizens Utilities
CLECO
CMP Group, Inc.
CMS Energy Corp.
Commonwealth Energy System
Conectiv, Inc.
Consolidated Edison Co. of NY, Inc.
Dominion Resources, Inc.
DPL, Inc.
DQE, Inc.
DTE Energy Co.
Duke Energy Company
Eastern Utilities Associates
Edison International
El Paso Electric Co.
Empire District Electric Co.
Energy East Corporation
Entergy Corp.
First Energy Corp.
Florida Progress Corporation
FPL Group, Inc.
GPU, Inc.
Green Mountain Power Corp.
Hawaiian Electric Industries, Inc.
Houston Industries, Inc.
IDACORP, Inc.
Illinova Corp.
Interstate Energy Corp.
IPALCO Enterprises, Inc.
Kansas City Power & Light Co.
LG&E Energy, Inc.
Madison Gas & Electric Company
MidAmerican Energy Holdings
Minnesota Power & Light Company
Montana Power Co.
Nevada Power Co.
New Century Energies, Inc.
New England Electric System
Niagara Mohawk Power Corp.
NIPSCO Industries, Inc.
Northeast Utilities
Northern States Power Co.
Northwestern Corporation
OGE Energy Corp.
Orange & Rockland Utilities, Inc.
Otter Tail Power Co.
Pacificorp
PECO Energy Corp.
PG&E Corporation
Pinnacle West Capital Corp.
Potomac Electric Power Co.
PP&L Resources, Inc.
Public Service Co. of New Mexico
Public Service Enterprise Group, Inc.
Puget Sound Energy, Inc.
Rochester Gas & Electric Co.
Sierra Pacific Resources
SIGCORP, Inc.
Southern Company
TECO Energy, Inc.
Texas Utilities Co.
TNP Enterprises, Inc.
Unicom Corp.
UniSource Energy
United Illuminating Co.
UNITIL Corp.
Utilicorp United, Inc.
Western Resources, Inc.
Wisconsin Energy Corp.
WPS Resources Corp.
20
<PAGE>
SCANA CORPORATION
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
SCANA CORPORATION, PERFORMANCE SHARE PLAN PEER GROUP,
S&P UTILITIES AND S&P 500
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
SCANA CORP. PEER GROUP S&P UTILITIES S&P 500
<S> <C> <C> <C> <C>
1/1/1994 $100.00 $100.00 $100.00 $100.00
1/1/1995 $90.26 $87.99 $92.12 $101.36
1/1/1996 $130.31 $115.21 $130.65 $139.32
1/1/1997 $128.50 $115.78 $134.71 $171.23
1/1/1998 $152.31 $146.84 $167.73 $228.27
1/1/1999 $172.23 $168.29 $192.20 $293.38
</TABLE>
- --------------------------
Assumes $100 invested on January 1, 1994, in SCANA Corporation Common Stock,
Performance Share Plan Peer Group and S&P Indexes.
*Total return assumes reinvestment of dividends.
21
<PAGE>
ITEM 3 -- APPROVAL OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
The shares represented by your proxy will be voted (unless you indicate to
the contrary) to ratify the selection of Deloitte & Touche LLP, independent
public accountants, to examine the financial statements to be included in the
1999 Annual Report to Shareholders. Deloitte & Touche LLP examined the financial
statements included in the 1998 Annual Report to Shareholders, which is being
mailed to you with this Proxy Statement.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting and will have an opportunity to make such statements as they may
desire. The representatives are expected to be available to respond to
appropriate questions from shareholders.
OTHER INFORMATION
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require that SCANA
disclose late filings of reports of beneficial ownership and changes in
beneficial ownership by its directors and executive officers. To the best of our
knowledge, all filings for executive officers and directors were made on a
timely basis in 1998, except that we filed one report on behalf of Mr. George J.
Bullwinkel, one day late. The report contained information on Mr. Bullwinkel's
beneficial ownership upon becoming a SCANA executive officer.
SHAREHOLDER PROPOSALS AND RECOMMENDATIONS FOR A DIRECTOR NOMINEE
Any shareholder may recommend to the Executive Committee, persons for
nomination for director, by writing to the Corporate Secretary, 1426 Main
Street, Columbia, South Carolina 29201.
In order to be included in SCANA's Proxy Statement and Proxy Card for its
2000 Annual Meeting of Shareholders, a shareholder proposal must be received at
the principal office of SCANA Corporation, 1426 Main Street, Columbia, South
Carolina 29201, by November 18, 1999. Securities and Exchange Commission rules
contain standards determining whether a shareholder proposal is required to be
included in a proxy statement.
Pursuant to newly adopted rules of the Securities and Exchange Commission,
any shareholder who intends to present a proposal at SCANA's 2000 Annual Meeting
of Shareholders without requesting SCANA to include the proposal in the proxy
statement for that meeting, should be aware that he must notify SCANA no later
than February 1, 2000 of his intention to present the proposal. If a shareholder
does not provide SCANA with notice by that date, proxies for the 2000 Annual
Meeting may exercise discretionary voting authority with respect to the proposal
and no mention of the matter of the proposal will be made in the proxy
statement.
EXPENSES OF SOLICITATION
This solicitation of proxies is being made by SCANA. We pay the cost of
preparing, assembling and mailing this proxy-soliciting material, including
certain expenses of brokers and nominees who mail proxy material to their
customers or principals. SCANA has retained Beacon Hill, 90 Broad Street, New
York, NY 10004, to assist in the solicitation of proxies for the 1999 Annual
Meeting at a fee of $5,500 plus associated costs and expenses.
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In addition to the use of the mail, proxies may be solicited personally, by
telephone or telegraph, or by SCANA officers and employees without additional
compensation.
TICKETS TO THE ANNUAL MEETING
If you wish to attend the Annual Meeting, please indicate on the enclosed
proxy card and we will mail you an admission ticket and information about
parking and bus transportation.
If your shares are held in a brokerage account, or if you do not receive
your ticket on or before April 15, 1999, and you would like to attend the Annual
Meeting, you should contact: the Corporate Secretary, SCANA Corporation, 1426
Main Street, Mail Code 13-4, Columbia, South Carolina 29201, (803) 217-9683. If
your shares are held in a brokerage account, you should send a copy of your most
recent statement showing that you own shares of SCANA Common Stock.
SCANA CORPORATION
Lynn M. Williams
SECRETARY
MARCH 17, 1999
YOUR VOTE IS IMPORTANT
Please complete, date and sign your proxy card and return it as soon as
possible in the enclosed envelope.
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[SCANA LOGO]
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PRINTED IN U.S.A.
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PLEASE MARK VOTES /X/
Voting Instructions for Proposals 1 and 2
To vote for all nominees, mark the "For" box. To withhold voting for all
nominees, mark the "Withhold" box. To withhold voting for a particular
nominee, mark the "For All Except" box and enter the name(s) of the
exception(s) in the space provided; your shares will be voted for the
remaining nominees.
THE DIRECTORS RECOMMEND A VOTE "FOR" THE ELECTION OF ALL NOMINEES AS
DIRECTORS AND "FOR" PROPOSAL 3.
1. Election of Class II Nominee Listed Below--Term Expires 2001
Harold C. Stowe
For Withhold
/ / / /
2. Election of All Class III Nominees Listed Below--Term Expires 2002
Bill L. Amick, Hugh M. Chapman, Lawrence M. Gressette, Jr.,
D. Maybank Hagood * Exception:
For Withhold For All Except *
/ / / / / /
3. Approval of Appointment of Independent Accountants
For Against Abstain
/ / / / / /
SPECIAL ACTION: Discontinue Annual Report Mailing for this account. / /
Send ticket to attend meeting. / /
Please sign, date and mail this card promptly in the postage prepaid return
envelope provided. If stock is held in the name of joint holders, each should
sign. If signing as a trustee, executor, etc., please so indicate.
Dated ___________________________, 1999
Sign here X ___________________________
exactly as name(s) appears on this card.
X ___________________________
IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL NOMINEES AS DIRECTORS AND "FOR" PROPOSAL 3
ABOVE.
<PAGE>
FORM OF PROXY
SCANA CORPORATION
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints W.B. Timmerman and K.B. Marsh, or either
of them, as proxies with full power of substitution, to vote all shares of
common stock standing in the undersigned's name on the books of the Company,
at the Annual Meeting of Shareholders on April 22, 1999, and at any
adjournment thereof, as instructed on the reverse hereof and in their
discretion upon all other matters which may properly be presented for
consideration at said meeting.
1. To elect the nominee listed on the reverse as Class II director for the
term specified.
2. To elect the nominees listed on the reverse as Class III directors for the
term specified.
3. To approve the appointment of Deloitte & Touche LLP as independent
accountants for the Company.
SCANA CORPORATION
Attention: Shareholder services 054
PO Box 764
Columbia, South Carolina 29202-9987
