UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-8809
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0784499
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (803) 217-9000
Securities registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, without par value New York Stock Exchange
Securities registered pursuant to 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant was $2,433,956,641 at February 26, 1999. The total number of
shares of the registrant's Common Stock, no par value, outstanding at February
26, 1999 was 103,572,623.
DOCUMENTS INCORPORATED BY REFERENCE: Specified sections of the Registrant's 1999
Proxy Statement, dated March 15, 1999, in connection with its 1999 Annual
Meeting of Stockholders, are incorporated by reference in Part III hereof.
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PAGE 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1998, as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions
amended.)
Item 8: Financial Statements and Supplementary Data
The above item has been amended to include the Financial Statements for the
Company's Stock Purchase-Savings Plan and the Independent Auditors' Report
thereon.
Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K
The above item has been amended to include the Financial Statements for the
Company's Stock Purchase-Savings Plan and the Independent Auditors' Report
thereon and Consent to the incorporation of such report in the Company's
registration statements under the Securities Act of 1933, as amended.
PART II
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS OF CONSOLIDATED FINANCIAL
STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
*Independent Auditors' Report
Consolidated Financial Statements:
*Consolidated Balance Sheets as of December 31, 1998 and 1997
*Consolidated Statements of Income and Retained Earnings for
the years ended December 31, 1998, 1997 and 1996
*Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
*Consolidated Statements of Capitalization as of
December 31, 1998 and 1997
*Consolidated Statements of Changes in Common Equity for
the years ended December 31, 1998 and 1997
*Notes to Consolidated Financial Statements
Information required to be disclosed in supplemental financial statement
schedules is included in the consolidated financial statements or in the notes
thereto.
Stock Purchase-Savings Plan: Page
**Independent Auditors' Report................................. 4
**Financial Statements and Notes thereto....................... 5
* Previously filed with Form 10-K.
** Filed herein.
2
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PAGE 3
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this report:
1. Financial Statements and Schedules: See above for amended Table of
Contents of Consolidated Financial Statements and Supplementary
Financial Data of the Company's Annual Report on Form 10-K.
3. Exhibits:
* Exhibits required to be filed with this Annual Report on Form 10-K are
listed in the following Exhibit Index. Certain of such exhibits which
have heretofore been filed with the Securities and Exchange Commission
and which are designated by reference to their exhibit numbers in prior
filings are incorporated herein by reference and made a part hereof.
** The Consent of the Independent Auditors (Exhibit 23.03)is filed herein.
As permitted under Item 601(b)(4)(iii), instruments defining the rights of
holders of long-term debt of less than $400,000,000, or 10 percent of the
total consolidated assets of the Company and its subsidiaries, have been
omitted and the Company agrees to furnish a copy of such instruments to the
Commission upon request.
(b) Reports on Form 8-K during the fourth quarter of 1998 were as follows:
SCANA filed a current report on Form 8-K:
Date of report: December 15, 1998
Item reported: Item 5
* Previously filed with Form 10-K.
** Filed herein.
3
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PAGE 4
TO PARTICIPATING EMPLOYEES:
For your information there are submitted herewith the financial statements of
the Stock Purchase-Savings Plan for the years ended December 31, 1998, 1997 and
1996, together with related Notes and Independent Auditors' Report.
s/K. B. Marsh
K. B. Marsh
Chairman of the SCANA Corporation
Stock Purchase-Savings Plan Committee
INDEPENDENT AUDITORS' REPORT
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN:
We have audited the accompanying Statements of Financial Position of the SCANA
Corporation Stock Purchase-Savings Plan (the "Plan") as of December 31, 1998 and
1997, and the related Statements of Changes in Participants' Equity for each of
the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Plan's Management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
stand-ards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's Management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Plan as of December 31, 1998 and 1997
and the changes in participants' equity for each of the three years in the
period ended December 31, 1998 in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1998 and (2) reportable
transactions for the year ended December 31, 1998 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's Management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1998 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
March 12, 1999
4
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PAGE 5
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF FINANCIAL POSITION
As of December 31, 1998 and 1997
(Thousands of Dollars)
ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
TOTAL COMMON SAVINGS COMMON
December 31, 1998 PLAN STOCK BONDS STOCK
----------------- --------------------------------------------
Assets:
Investments in Securities:
SCANA Corporation - 8,943,402 shares of common stock - at market value (cost -
$201,160)
(Note 1)....................... $288,425 $148,079 $ - $140,346
United States Savings Bonds -
Series E & EE - at cost........ 283 - 283 -
--------------------------------------------
Total Investments in
Securities.................. 288,708 148,079 283 140,346
Loans to Participants
(Note 2)........................ 16,213 16,213 - -
Receivable from SCANA
Corporation - Dividends......... 3,419 1,753 - 1,666
--------------------------------------------
TOTAL ASSETS.............. $308,340 $166,045 $283 $142,012
============================================
PARTICIPANTS' EQUITY (Note 4).... $308,340 $166,045 $283 $142,012
============================================
ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
TOTAL COMMON SAVINGS COMMON
December 31, 1997 PLAN STOCK BONDS STOCK
------------------- ---------------------------------------------
Assets:
Investments in Securities:
SCANA Corporation - 8,863,197
shares of common stock - at
market value (cost - $187,337)
(Note 1) ...................... $265,342 $132,235 $ - $133,107
United States Savings Bonds -
Series E & EE - at cost........ 294 - 294 -
-------------------------------------------
Total Investments in
Securities.................. 265,636 132,235 294 133,107
Loans to Participants
(Note 2)........................ 14,970 14,970 - -
Receivable from SCANA
Corporation - Dividends......... 3,328 1,656 - 1,672
--------------------------------------------
TOTAL ASSETS.............. $283,934 $148,861 $294 $134,779
============================================
PARTICIPANTS' EQUITY (Note 4).... $283,934 $148,861 $294 $134,779
============================================
See Notes to Financial Statements.
5
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PAGE 6
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
For the years ended December 31, 1998, 1997 and 1996
(Thousands of Dollars)
ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
Year Ended TOTAL COMMON SAVINGS COMMON
December 31, 1998 PLAN STOCK BONDS STOCK
Investment Income - Dividends
on Common Stock of SCANA
Corporation and Other............ $ 14,651 $ 7,951 $ - $ 6,700
Net Appreciation in Market
Value of Common Stock
Of SCANA Corporation (Note 3).... 19,611 9,991 - 9,620
Contributions (Note 2):
Company and Participating
Subsidiaries.................... 9,478 - - 9,478
Participating Employees.......... 10,580 10,580 - -
---------------------------------------------
Total....................... 54,320 28,522 - 25,798
Distributions to Participants..... 29,914 11,338 11 18,565
---------------------------------------------
Net Increase (Decrease)
in Participants' Equity.......... 24,406 17,184 (11) 7,233
Participants' Equity, Beginning
of Year.......................... 283,934 148,861 294 134,779
---------------------------------------------
Participants' Equity,
End of Year (Note 4)............. $308,340 $166,045 $283 $142,012
=============================================
ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
Year Ended TOTAL COMMON SAVINGS COMMON
December 31, 1997 PLAN STOCK BONDS STOCK
----------------- -------------------------------------------
Investment Income - Dividends
on Common Stock of SCANA
Corporation and Other.......... $ 14,245 $ 7,512 $ - $ 6,733
Net Appreciation in Market Value
of Common Stock of SCANA
Corporation (Note 3) 27,855 13,931 - 13,924
Contributions (Note 2):
Company and Participating
Subsidiaries................... 8,855 - - 8,855
Participating Employees......... 9,729 9,729 - -
---------------------------------------------
Total...................... 60,684 31,172 - 29,512
Distributions to Participants.... 24,366 10,109 26 14,231
----------------------------------------------
Net Increase (Decrease) in
Participants' Equity............ 36,318 21,063 (26) 15,281
Participants' Equity, Beginning
of Year......................... 247,616 127,798 320 119,498
----------------------------------------------
Participants' Equity,
End of Year (Note 4)............$283,934 $148,861 $294 $134,779
===============================================
6
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PAGE 7
ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
Year Ended TOTAL COMMON SAVINGS COMMON
December 31, 1996 PLAN STOCK BONDS STOCK
Investment Income - Dividends
on Common Stock of SCANA
Corporation and Other............ $ 13,295 $ 6,915 $ - $ 6,380
Contributions (Note 2):
Company and Participating
Subsidiaries.................... 8,474 - - 8,474
Participating Employees.......... 9,293 9,293 -
--------------------------------------------
Total....................... 31,062 16,208 - 14,854
Distributions to Participants..... 21,892 10,075 12 11,805
Net Depreciation in Market
Value of Common Stock of
SCANA Corporation (Note 3)...... 15,848 7,684 - 8,164
--------------------------------------------
Net Decrease in
Participants' Equity............. (6,678) (1,551) (12) (5,115)
Participants' Equity, Beginning
of Year.......................... 254,294 129,349 332 124,613
--------------------------------------------
Participants' Equity,
End of Year (Note 4)............. $247,616 $127,798 $320 $119,498
============================================
See Notes to Financial Statements.
7
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PAGE 8
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Investments
Common stock investments in the accompanying financial statements are
stated at market value and bonds are stated at cost, which approximates fair
value. Loans to participants are stated at cost plus accrued interest which
approximates fair value.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and changes
herein, and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
2. Plan Information:
The following description of the Stock Purchase-Savings Plan (Plan) provides
only general information. Participants should refer to the plan agreement for a
complete description of the Plan's provisions. Costs of administering the Plan
are paid by the Plan sponsor, SCANA Corporation (Company).
The Plan is designed to encourage voluntary systematic savings by employees
with the Company's and participating subsidiaries' contributions as an added
incentive. The Company and participating subsidiaries match employee
contributions made through payroll deductions of up to 6% of eligible earnings.
Employees may contribute up to an additional 9% of eligible earnings which are
not matched by the Company's and participating subsidiaries' contributions.
Employee contributions are invested in common stock of the Company or, prior to
November 1, 1988, such contributions could, as an alternative, have been
invested in United States Savings Bonds. The Company's and participating
subsidiaries' contributions are invested only in shares of common stock of the
Company.
Company and participating subsidiaries' contributions are fully and immediately
vested.
Purchases and sales of common stock are made at regular intervals each
month. Total shares purchased during the month are allocated to Participants'
accounts as of month end using the average purchase price of such stock for the
month. Shares sold during the first fifteen calendar days of a month are removed
from Participants' accounts as of the fifteenth day of such month. Shares sold
after the fifteenth calendar day are removed from Participants' accounts as of
the last day of such month. Gains and losses from the sale of shares are
recorded based on average cost and average sales price. Participants who sell
shares prior to the fifteenth calendar day of the month in which a dividend
record date occurs are not eligible to receive dividend income for those shares
when the dividend is subsequently paid. Dividends are recorded on the
ex-dividend date.
8
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PAGE 9
The Plan, as amended, allows Participants to contribute up to 15% of
eligible earnings on an after-tax basis (Regular Savings) or before-tax basis
(Tax Deferred Savings), except that "highly compensated employees" within the
context of Internal Revenue Code of 1986 ("Code"), as amended, have been subject
to Tax Deferred contribution limitations of 6% or less of eligible earnings.
Regular Savings amounts are included in wages subject to federal or state income
tax withholding, whereas Tax Deferred Savings amounts are exempt from such
withholding. Effective as of January 1, 1997 the Plan was amended to allow for
the acceptance of "Direct Rollovers" from other qualified retirement plans and
conduit IRA's. All rollover amounts are invested in SCANA Common Stock.
Participants may request a distribution in the form of whole shares or cash for
all securities and earnings credited to their Regular Savings and Rollover
accounts (cash is distributed for fractional shares).
Participants may not request a distribution from their Tax Deferred
Savings accounts before age 59-1/2 unless they can demonstrate a hardship.
Participants may request a loan from their Tax Deferred and Regular Savings
and Rollover accounts. Loans are made available based on the asset value in a
Participant's accounts at the time of the loan, but in any case, not less than
$500 or greater than $50,000. Assets equal to the amount of the loan are
converted into cash by the Trustee and made available to the borrowing
Participant. The Participant no longer earns interest or dividends on the
liquidated assets. The period of repayment for any loan cannot exceed five
years, except a loan used to acquire the principal residence of the Participant
may be extended to a maximum of ten years. All payments of the loan, including
interest, are used to repurchase shares of SCANA Common Stock on behalf of the
Participant. Upon termination of employment or death, the outstanding balance of
the loan may be paid in full or will be converted to taxable income on the
distribution to the Participant or the Participant's beneficiary. If the
terminating Participant elects to delay distribution (permissible when the
present value of the Participant's vested accrued benefit exceeds $5,000), an
unpaid loan balance may be converted to taxable income prior to the distribution
of assets to the Participant. Participants may receive a distribution of all
securities and earnings credited to their Tax Deferred Savings accounts in the
event of retirement, disability, termination of employment or death.
Although Participants immediately vest in conributions from the Company and
participating subsidiaries, they may request a distribution of only such
contributions which have been in existence for two years following the close of
the Plan year during which they were made, even if they elected to contribute on
a tax deferred basis. If the Participant has participated in the Plan for at
least five years, all Company contributions are eligible for distribution.
Distribution due to the death of the Participant will be made to the
surviving spouse, unless there is no surviving spouse or the spouse has
consented in writing to distribution to a beneficiary designated by the
Participant.
The Plan, as amended to and as of January 1, 1997, has been approved by
the Internal Revenue Service (IRS) as a qualified employees' trust under Section
401(a) of the Internal Revenue Code and, as such, is exempt from federal income
taxes under Section 501(a). In accordance with Section 401(a) of the Internal
Revenue Code, Participants are not taxed on the income earned or Company
contributions made until such time as the employees or their beneficiaries
receive distributions from the Plan.
9
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PAGE 10
The Plan's assets, which consist principally of Company common stock, are
held by First Union National Bank of South Carolina as the Plan's Trustee
(Trustee) pursuant to a Trust Agreement executed on December 16, 1991 and
amended as of December 15, 1997. Company contributions are held and managed by
the Trustee, which invests cash received, interest and dividend income and makes
distribution to Participants. Certain administrative functions are performed by
officers or employees of the Company or its subsidiaries. No such officer or
employee receives compensation from the Plan. Administrative expenses for the
Trustee's fees are paid directly by the Company.
Although it has not expressed any intent to do so, the Company and
participating subsidiaries have the right under the Plan to discontinue their
contributions at any time and to terminate the Plan subject to the provisions of
ERISA.
3. Appreciation (Depreciation) in Market Value of Common Stock:
During 1998, 1997 and 1996, the Plan's investments (including
investments bought, sold and held during the year) appreciated (depreciated) in
value as follows (thousands of dollars):
Net Change in Market Value
1998 1997 1996
------------------------------------
Increase in Unrealized Appreciation
(Depreciation), Net $ 9,260 $22,650 ($22,702)
Appreciation Realized on Withdrawals 10,351 5,205 6,854
------------------------------------
Net Appreciation (Depreciation) in
Market Value of Common Stock $19,611 $27,855 ($15,848)
====================================
4. Accounts Payable to Participants and Former Participants:
Amounts included in Participants' equity to be distributed to Participants
and former Participants were $1,455,672, $3,225,793 and $1,178,019 at December
31, 1998, 1997 and 1996, respectively.
5. Appreciation in Market Value of U. S. Savings Bonds:
Investments in U. S. Savings Bonds are reported at cost. When a Participant
requests a loan, the U. S. Savings Bonds are redeemed at their market value
(cost plus interest earned) and the cash is provided to the Participant.
Therefore, although the U. S. Savings Bonds are reported at cost, appreciation
is realized when the bonds are redeemed for purposes of providing a loan.
6. Subsequent Event
Effective January 1, 1999, the Plan was amended to include the Evergreen Select
Treasury Money Market Fund (managed by First Capital Group of First Union
Bank)as an additional investment option for Participant contributions only. This
fund invests in short-term U. S. Treasury obligations and repurchase agreements
backed by U. S. Treasury obligations. This option was added to comply with
legislative changes contained in the Taxpayer Relief Act of 1997. However, a
Participant may continue to invest 100% of his contributions in Company common
stock. All matching contributions made by the Company and participating
subsidiaries to the Plan will continue to be invested solely in Company common
stock.
10
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PAGE 11
SCANA Corporation
STOCK PURCHASE-SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (ITEM 27a)
AS OF DECEMBER 31, 1998 (thousands of dollars)
CURRENT
DESCRIPTION COST VALUE
* SCANA Corporation Common Stock $201,160 $288,425
United States Savings Bonds 283 283
* Loans to participants 16,213 16,213
-------- --------
$217,656 $304,921
======== ========
* denotes party-in-interest
11
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PAGE 12
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS (ITEM 27d)
FOR THE YEAR ENDED DECEMBER 31, 1998 (thousands of dollars)
DURING THE YEAR ENDED DECEMBER 31, 1998, THE FOLLOWING TRANSACTIONS WERE MADE IN
THE COMMON STOCK OF SCANA CORPORATION, WHOSE EMPLOYEES ARE COVERED BY THE PLAN.
<TABLE>
<S> <C> <C> <C> <C>
COST OF NET GAIN
PURCHASE SELLING ASSETS FROM
NUMBER OF SHARES PRICE PRICE SOLD SALE
PURCHASED 1,343,847 $41,647
SALES FOR DISTRIBUTION TO
PARTICIPANTS FOR WITHDRAWALS 986,860 $29,684 $20,972 $8,712
SALES FOR 401K EMPLOYEE
LOANS - STOCK 276,782 $ 8,491 $ 6,852 $1,639
</TABLE>
12
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PAGE 13
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SCANA CORPORATION
(Registrant)
Date: April 27, 1999 BY: s/Kevin B. Marsh
(Kevin B. Marsh, Senior Vice President - Finance,
Chief Financial Officer and Controller)
13
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EXHIBIT INDEX
Applicable to
Form 10-K of
Exhibit
No. SCANA SCE&G Description
2.01 X Agreement and Plan of Merger, dated as of February 16, 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
10.1 to Form 8-K on February 23, 1999)
3.01 X Restated Articles of Incorporation of SCANA as adopted on April 26,
1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145)
3.02 X Restated Articles of Incorporation of SCE&G, as adopted on December
15, 1993 (Filed as Exhibit 3-A to Form 10-Q for the quarter ended
June 30, 1994, File No. 1-3375)
3.03 X Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
Exhibit 4-B to Registration Statement No. 33-62421)
3.04 X Articles of Amendment of SCE&G,dated June 7, 1994 filed June 9, 1994
(Filed as Exhibit 3-B to Form 10-Q for the quarter ended June 30,
1994, File No. 1-3375)
3.05 X Articles of Amendment of SCE&G, dated November 9, 1994 (Filed as
Exhibit 3-C to Form 10-K for the year ended December 31, 1994, File
No. 1-3375)
3.06 X Articles of Amendment of SCE&G, dated December 9, 1994 (Filed as
Exhibit 3-D to Form 10-K for the year ended December 31, 1994, File
No. 1-3375)
3.07 X Articles of Correction of SCE&G, dated January 17, 1995 Filed as
Exhibit 3-E to From 10-K for the year ended December 31, 1994, File
No. 1-3375)
3.08 X Articles of Amendment of SCE&G, dated January 13, 1995 and filed
January 17, 1995 (Filed as Exhibit 3-F to Form 10-K for the year
ended December 31, 1994, File No. 1-3375)
3.09 X Articles of Amendment of SCE&G, dated March 31, 1995 (Filed as
Exhibit 3-G to Form 10-Q for the quarter ended March 31, 1995, File
No. 1-3375)
3.10 X Articles of Correction of SCE&G - Amendment to Statement filed
March 31, 1995, dated December 12, 1995 (Filed as Exhibit 3-H to
Form 10-K for the year ended December 31, 1995, Filed No.1-3375)
3.11 X Articles of Amendment of SCE&G, dated December 31, 1995 (Filed as
Exhibit 3-I to Form 10-K for the year ended December 31, 1995, File
No. 1-3375)
3.12 X Articles of Amendment of SCE&G, dated February 18, 1997 (Filed as
Exhibit 3-L to Registration Statement No. 333-24919)
3.13 X Articles of Amendment of SCE&G, dated February 21, 1997 (Filed as
Exhibit 3-L to Form 10-Q for the quarter ended March 31, 1997)
3.14 X Articles of Amendment of SCE&G, dated April 22, 1997 (Filed as
Exhibit 3-M to Form 10-Q for the quarter ended June 30, 1997)
3.15 X Copy of By-Laws of SCANA as revised and amended on December 17, 1997
(Filed as Exhibit 3-C to Form 10-K for the year ended December 31,
1997)
14
<PAGE>
Applicable to
Form 10-K of
Exhibit
No. SCANA SCE&G Description
3.16 X Copy of By-Laws of SCE&G as revised and amended on December 17,
1997 (Filed as Exhibit 3-J to Form 10-K for the year ended
December 31, 1997)
4.01 X Articles of Exchange of South Carolina Electric and Gas Company
and SCANA Corporation (Filed as Exhibit 4-A to Post-Effective
Amendment No. 1 to Registration Statement No. 2-90438)
4.02 X Copy of Supplemental Executive Retirement Plan as amended and
restated effective as of October 21, 1997 (Filed as Exhibit
10-A to Form 10-K for the year ended December 31, 1997)
4.03 X Indenture dated as of November 1, 1989 to The Bank of New York,
Trustee (Filed as Exhibit 4-A to Registration No. 33-32107)
4.04 X Indenture dated as of January 1, 1945, from the South Carolina
Power Company (the "Power Company") to Central Hanover Bank and
Trust Company, as Trustee, as supplemented by three Supplemental
Indentures dated respectively as of May 1, 1946, May 1, 1947 and
July 1, 1949 (Filed as Exhibit 2-B to Registration Statement No.
2-26459)
4.05 X Fourth Supplemental Indenture dated as of April 1, 1950, to
Indenture referred to in Exhibit 4.04, pursuant to which SCE&G
assumed said Indenture (Filed as Exhibit 2-C to Registration
Statement No. 2-26459)
4.06 X Fifth through Fifty-second Supplemental Indenture referred to
in Exhibit 4.04 dated as of the dates indicated below and filed
as exhibits to the Registration Statements and 1934 Act
reports whose file numbers are set forth below:
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26489
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-O to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 2-B to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
15
<PAGE>
Applicable to
Form 10-K of
Exhibit
No. SCANA SCE&G Description
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 2-A-3 to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-57955
4.04 X X Indenture dated as of April 1, 1993 from South Carolina
Electric & Gas Company to NationsBank of Georgia, National
Association (Filed as Exhibit 4.07 to Registration Statement
No. 33-49421)
4.08 X X First Supplemental Indenture to Indenture referred to in
Exhibit 4.07 dated as of June 1, 1993 (Filed as Exhibit 4-G to
Registration Statement No. 33-49421)
4.09 X X Second Supplemental Indenture to Indenture referred to in
Exhibit 4.07 dated as of June 15, 1993 (Filed as Exhibit 4-G
to Registration Statement No. 33-57955)
4.10 X X Trust Agreement for SCE&G Trust I (Filed as Exhibit 4-I to Form
10-K for the year ended December 31, 1997)
4.11 X X Certificate of Trust for SCE&G Trust I (Filed as Exhibit 4-I to
Form 10-K for the year ended December 31, 1997)
4.12 X X Junior Subordinated Indenture for SCE&G Trust I (Filed as
Exhibit 4-K to Form 10-K for the year ended December 31, 1997)
4.13 X X Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4-L to
Form 10-K for the year ended December 31, 1997)
4.14 X X Amended and Restated Trust Agreement for SCE&G Trust I (Filed
as Exhibit 4-M to Form 10-K for the year ended December 31,
1997)
16
<PAGE>
Applicable to
Form 10-K of
Exhibit
No.SCANA SCE&G Description
10.01 X Copy of SCANA Voluntary Deferral Plan as amended through October
26, 1988 (Filed as Exhibit 10-A to Form 10-K for the year ended
December 31, 1988 under cover of Form SE, File No. 1-8809)
10.2 X Copy of SCE&G Supplemental Executive Retirement Plan (Filed as
Exhibit 10A to Form 10-K for the year ended December 31, 1980)
10.3 X Copy of SCANA Supplementary Voluntary Deferral Plan as amended
and restated through October 21, 1997 (Filed as Exhibit 10-B to
Form 10-K for the year ended December 31, 1997)
10.4 X Copy of SCANA Key Executive Severance Benefit Plan as amended and
restated effective as of October 21, 1997 (Filed as Exhibit 10-C
to Form 10-K for the year ended December 31, 1997)
10.5 X Copy of SCANA Performance Share Plan as amended and restated
effective February 16, 1993 (Filed as Exhibit 10-D to Form 10-K
for the year ended December 31, 1992, File No.1-8809)
10.6 X Form of Agreement under SCANA Key Employee Retention Program as
amended and restated effective as of October 21, 1997 (Filed as
Exhibit 10-E to Form 10-K for the year ended December 31, 1997)
10.7 X Description of SCANA Whole Life Option (Filed as Exhibit 10-F to
Form 10-K for the year ended December 31, 1991, under cover of
Form SE, File No. 1-8809)
10.8 X Description of SCANA Corporation Performance Incentive Plan
(Filed as Exhibit 10-G to Form 10-K for the year ended December
31, 1991, under cover of Form SE, File No. 1-8809)
12.01 X X Statements Re computation of Ratios (Not Applicable)
21.01 X Subsidiaries of the Registrant (Not Applicable)
23.01 X Consents of Experts and Counsel (Filed as Exhibit 23.01 to Form
10-K for the year ended December 31, 1998)
23.02 X Consents of Experts and Counsel (Filed as Exhibit 23.02 to Form
10-K for the year ended December 31, 1998)
23.03 X Consents of Experts and Counsel (Filed herewith at page 20)
24.01 X Power of Attorney (Not Applicable)
24.02 X Power of Attorney (Not Applicable)
27.01 X Financial Data Schedule (Filed herewith)
27.02 X Financial Data Schedule (Not Applicable)
17
<PAGE>
EXHIBIT 23.03
SCANA CORPORATION
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to Registration Statement No. 33-49333 on Form S-8,Registration Statement
No. 333-18149 on Form S-3, Registration Statement No. 333-18973 on Form S-8,
Registration Statement No. 333-44885 on Form S-8 and Registration Statement No.
333-65105 on Form S-3 of our report dated March 12, 1999 appearing in the Annual
Report on Form 10-K/A of SCANA Corporation Stock Purchase-Savings Plan for the
year ended December 31, 1998.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 27, 1999
20
<TABLE> <S> <C>
<ARTICLE> UT
<RESTATED>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,787
<OTHER-PROPERTY-AND-INVEST> 493
<TOTAL-CURRENT-ASSETS> 501
<TOTAL-DEFERRED-CHARGES> 500
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,281
<COMMON> 1,051
<CAPITAL-SURPLUS-PAID-IN> (9)
<RETAINED-EARNINGS> 678
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,746
61
106
<LONG-TERM-DEBT-NET> 1623
<SHORT-TERM-NOTES> 195
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 107
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,443
<TOT-CAPITALIZATION-AND-LIAB> 5,281
<GROSS-OPERATING-REVENUE> 1,632
<INCOME-TAX-EXPENSE> 136
<OTHER-OPERATING-EXPENSES> 1,151
<TOTAL-OPERATING-EXPENSES> 1,287
<OPERATING-INCOME-LOSS> 345
<OTHER-INCOME-NET> 13
<INCOME-BEFORE-INTEREST-EXPEN> 358
<TOTAL-INTEREST-EXPENSE> 123
<NET-INCOME> 231
8
<EARNINGS-AVAILABLE-FOR-COMM> 223
<COMMON-STOCK-DIVIDENDS> 162
<TOTAL-INTEREST-ON-BONDS> 88
<CASH-FLOW-OPERATIONS> 467
<EPS-PRIMARY> 2.12
<EPS-DILUTED> 2.12
<FN>
EPS- Diluted is not applicable to SCANA Corporation.
</FN>
</TABLE>
