<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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
</TABLE>
<TABLE>
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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)
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Payment of Filing Fee (Check the appropriate box):
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/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Your VOTE is important
[LOGO]
SCANA Corporation Proxy Statement
2000 Notice of Annual Meeting
and Proxy Statement
</TABLE>
<PAGE>
- ------------------------------------------------------------
[SCANA LOGO]
March 17, 2000
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held on Thursday, April 27, 2000, at 10:00 A.M. The meeting will be held at the
Sheraton Imperial Hotel and Convention Center, 4700 Emperor Boulevard, Research
Triangle Park, Raleigh-Durham, North Carolina.
- The 1999 Annual Report to Shareholders is included in this mailing. The
approximate date of mailing for this proxy statement and enclosures is
March 17, 2000.
- You will find a Notice of Meeting on page 1 identifying five proposals for
your action.
- At the meeting, we will present a brief report on SCANA's 1999 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. An admission ticket is enclosed.
- 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 Imperial
Ballroom Reception Area of the Sheraton Imperial Hotel and Convention
Center.
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,
[LOGO]
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
OTHER RELATED TRANSACTIONS.................................. 6
ELECTION OF DIRECTORS -- ITEMS 1, 2 AND 3................... 7
ITEM 1 -- NOMINEES for CLASS I DIRECTORS........ 8
ITEM 2 -- NOMINEES for CLASS II DIRECTORS....... 9
ITEM 3 -- NOMINEE for CLASS III DIRECTOR........ 9
CONTINUING DIRECTORS........................................ 10
SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS.................................................... 12
FIVE PERCENT OWNER OF SCANA COMMON STOCK.................... 12
EXECUTIVE COMPENSATION...................................... 13
Summary Compensation Information................ 13
Long-Term Incentive Plan Award Opportunities.... 14
Defined Benefit Plans........................... 14
Termination, Severance and Change In Control
Arrangements.................................... 16
REPORT ON EXECUTIVE COMPENSATION............................ 17
PERFORMANCE GRAPH........................................... 21
ITEM 4 -- APPROVAL OF SCANA LONG-TERM EQUITY COMPENSATION
PLAN........................................................ 23
ITEM 5 -- APPROVAL OF APPOINTMENT OF AUDITORS............... 28
OTHER INFORMATION........................................... 28
Section 16(a) Beneficial Ownership Reporting
Compliance...................................... 28
Shareholder Proposals and Recommendations for a
Director Nominee................................ 28
Expenses of Solicitation........................ 28
Tickets to the Annual Meeting................... 29
APPENDIX A--SCANA LONG-TERM EQUITY COMPENSATION PLAN........ A-1
</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.
<PAGE>
NOTICE OF ANNUAL MEETING
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[SCANA LOGO]
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MEETING DATE: Thursday, April 27, 2000
MEETING TIME: 10:00 A.M., Eastern Daylight Savings Time
MEETING PLACE: Sheraton Imperial Hotel and Convention Center
4700 Emperor Boulevard
Research Triangle Park
Raleigh-Durham, North Carolina
MEETING RECORD DATE: March 10, 2000
MEETING AGENDA: 1) Election of Class I Directors
2) Election of Class II Directors
3) Election of Class III Director
4) Approval of SCANA Long-Term Equity Compensation Plan
5) Approval of Appointment of Auditors
</TABLE>
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, 2000 through the date of the meeting, for
examination by any shareholder for any legally valid purpose.
ADMISSION TO THE MEETING
An admission ticket or proof of share ownership as of the record date is
required. See page 29.
By Order of the Board of Directors
[SIG]
Lynn M. Williams
Corporate Secretary
PLEASE SIGN, DATE AND MAIL YOUR PROXY TODAY
IN THE ENVELOPE ENCLOSED
1
<PAGE>
VOTING PROCEDURES
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YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, please take the time
to vote your shares as soon as possible.
VOTING YOUR SHARES
Whether you hold shares directly as the shareowner of record or beneficially
in street name, you may direct your vote by granting a proxy or, for shares held
in street name, by submitting voting instructions to your broker or nominee.
Please refer to the instructions included on your proxy card or, for shares held
in street name, the voting instruction card included by your broker or nominee.
CHANGING YOUR PROXY VOTE
You may change your proxy instructions at any time prior to the vote at the
Annual Meeting. For shares held directly in your name, you may accomplish this
by granting a new proxy bearing a later date (which automatically revokes the
earlier proxy) or by attending the Annual Meeting and voting in person.
Attendance at the meeting will not cause your previously granted proxy to be
revoked unless you specifically so request. For shares held in street name, you
may accomplish this by submitting new voting instructions to your broker or
nominee.
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, the trustee for the plan.
VOTE REQUIRED AND METHOD OF COUNTING VOTES
At the close of business on the record date, March 10, 2000, there were
100,935,428 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
shares entitled to be voted 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, 2 AND 3 -- 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 five individuals who receive the largest number of votes cast for Class I
Directors; the two individuals who receive the largest number of votes cast for
Class II Directors; and the individual who receives the largest number of votes
cast for Class III Director will be elected as directors. Votes indicated as
"withheld" and broker "non-votes" will not be cast for nominees.
ITEM 4 -- APPROVAL OF SCANA LONG-TERM EQUITY COMPENSATION PLAN
The SCANA Long-Term Equity Compensation Plan will be approved if a majority
of the shares represented at the Annual Meeting vote in favor of approval.
Abstentions and broker "non-votes" will have the same effect as a no vote.
ITEM 5 -- APPROVAL OF APPOINTMENT OF AUDITORS
The appointment of Deloitte & Touche, LLP will be approved if more shares
vote for approval than vote against. Accordingly, abstentions and broker
"non-votes" will have no effect on the vote.
2
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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.
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 1999, 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, 1999, the interest rate has been set at the announced prime
rate as published in the Money Rates Section of THE WALL STREET JOURNAL.
Mr. Rhodes and Mr. Bennett were the only directors who participated in the plan
during 1999. Mr. Rhodes became a participant in July 1987 and Mr. Bennett in
December 1997. During 1999, interest credited to Mr. Rhodes' deferral account
was $34,953 and interest credited to Mr. Bennett's deferral account was $827.
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 15 and a monthly benefit
of $28,380 under the Retirement Plan and a SERP as described on page 14.
3
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BOARD MEETINGS -- COMMITTEES OF THE BOARD
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The Board held six meetings in 1999. Each director, attended at least 75% of
all Board and applicable committee meetings during 1999. This table describes
the Board's Committees.
<TABLE>
NUMBER OF
NAME OF COMMITTEE FUNCTIONS MEETINGS IN
AND MEMBERS OF THE COMMITTEE 1999
<S> <C> <C>
EXECUTIVE COMMITTEE - provides counsel to the Chief Executive Officer 9 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
W. H. Hipp and 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 5 Meetings
CORPORATE PERFORMANCE COMMITTEE Plan, selects its investment managers and monitors the
H. M. Chapman, Chairman performance of such investment managers
B. L. Amick - recommends to the Board, persons to serve as officers of
W. B. Bookhart, Jr. SCANA (and its subsidiaries)
J. B. Rhodes - recommends to the Board, salary and compensation levels,
M. K. Sloan including fringe benefits for officers and directors of
H. C. Stowe SCANA
W. B. Timmerman* - reviews SCANA's compensation plans
*Ex-officio, non-voting member - provides direction regarding the operation of SCANA's
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
</TABLE>
4
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NUMBER OF
NAME OF COMMITTEE FUNCTIONS MEETINGS IN
AND MEMBERS OF THE COMMITTEE 1999
PERFORMANCE SHARE PLAN COMMITTEE - administers the SCANA Corporation Performance Share Plan During 1999, this
H. M. Chapman, Chairman Committee
J. A. Bennett conducted its
W. B. Bookhart, Jr. business through
D. M. Hagood Written Consents.
L. M. Miller
M. K. Sloan
H. C. Stowe
AUDIT COMMITTEE - meets periodically with SCANA's internal auditors and 3 Meetings
E. T. Freeman, Chairman independent public accountants to discuss and evaluate the
J. A. Bennett scope and results of audits and SCANA's accounting
D. M. Hagood procedures and controls
W. H. Hipp - reviews SCANA's financial statements before submission to
H. C. Stowe 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 4 Meetings
L. M. Miller, 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
D. M. Hagood - 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
- --------------------------------------------------------------------------------
For the 1999 fiscal year, decisions on various elements of executive
compensation were made by the Management Development and Corporate Performance
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
Management Development and Corporate Performance Committee or the Performance
Share Plan Committee except Mr. Timmerman, who served as an ex-officio,
non-voting member of the Management Development and Corporate Performance
Committee.
The names of the persons who serve on 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, 1999, 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) is 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 1999, SCANA
participated in a shared sponsorship agreement with Powertel, Inc., a wireless
personal communications services (PCS) provider, to sponsor a Team Amick Racing
Car. SCANA's portion of the sponsorship during 1999 was $841,797, pursuant to
which SCANA received promotional considerations associated with NASCAR racing.
Powertel's sponsorship was approximately $600,000. As of January 31, 2000, SCANA
Communications Holdings, Inc., a subsidiary of SCANA, owned a 32.41% interest in
Powertel. SCANA is not continuing as a primary sponsor but has sponsorship
rights for advertising up to an amount of $250,000 with Team Amick Motor Sports
LLC in 2000. SCANA has been informed that Powertel will continue its primary
sponsorship for 2000.
OTHER RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
Mrs. Freeman has a 28% beneficial ownership interest in Carolina Wholesale
Gas Company located in Spartanburg, South Carolina. During 1999, 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, until the cavern was sold in November 1999.
6
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ELECTION OF DIRECTORS -- ITEMS 1, 2 AND 3
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SCANA has sixteen directors. The Board is divided into three classes with
the members of each class serving a three-year term. The terms of the Class I
Directors will expire at the Annual Meeting.
Mr. William C. Burkhardt, Mr. G. Smedes York and Mr. Charles E. Zeigler,
Jr., former directors of Public Service Company of North Carolina, Incorporated
("PSNC"), became directors of SCANA on February 10, 2000 when SCANA acquired
PSNC. Under South Carolina law their terms also will expire at the Annual
Meeting.
Mr. Burkhardt, along with the other Class I Directors, Mr. James A. Bennett,
Ms. Lynne M. Miller, Mr. Maceo K. Sloan and Mr. William B. Timmerman, are
nominated for election to serve for a three-year term expiring in 2003.
Mr. John B. Rhodes, a director since 1987, will reach the mandatory
retirement age in April 2000 and therefore, is retiring as a Class II Director
at the Annual Meeting.
The Board has nominated Mr. John L. Skolds, President and Chief Operating
Officer-South Carolina Electric & Gas Company, to fill the vacancy created by
Mr. Rhodes' retirement. Mr. Skolds and Mr. York are nominated for election to
serve as Class II Directors for a term expiring in 2001.
In addition, Mr. Zeigler has been nominated by the Board to serve as a
Class III Director for a term expiring in 2002.
The information set forth on the following pages concerning the nominees and
continuing directors has been furnished to SCANA by such persons. Each director
is also a director of South Carolina Electric & Gas Company and a director of
Public Service Company of North Carolina, Incorporated, subsidiaries of SCANA.
7
<PAGE>
ITEM 1 -- NOMINEES FOR CLASS I DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2003
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JAMES A. BENNETT (AGE 39) DIRECTOR SINCE 1997
SHARES: 1,556
Mr. Bennett has been Economic Development Director, First Citizens Bank
[PHOTO] in Columbia, South Carolina, since February 10, 2000. From
December 1998 until February 2000, he was Senior Vice President and
Director of Professional Banking, First Citizens Bank. He was Senior
Vice President and
Director of Community Banking at First Citizens from December 1994
until December 1998.
WILLIAM C. BURKHARDT (AGE 62) DIRECTOR SINCE
FEBRUARY 2000
SHARES: 3,066
Mr. Burkhardt has been President and Chief Executive Officer of Austin
Quality Foods, Inc., a production and distribution company of baked
[PHOTO] snacks for the food industry, located in Cary, North Carolina since
1980. From 1988 until February 2000, Mr. Burkhardt was a member of the
Board of Directors of PSNC. Mr. Burkhardt serves as a director of
Capital Bank, Raleigh, North Carolina.
LYNNE M. MILLER (AGE 48) DIRECTOR SINCE 1997
SHARES: 1,834
Ms. Miller has been Chief Executive Officer of Environmental Strategies
Corporation, an environmental consulting and engineering firm
[PHOTO] 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 serves as a
director of Adams National Bank, a subsidiary of Abigail Adams National
Bancorp, Inc.
MACEO K. SLOAN (AGE 50) DIRECTOR SINCE 1997
SHARES: 2,826
Mr. Sloan is Chairman, President and Chief Executive Officer of Sloan
Financial Group, Inc., a holding company, and Chairman and Chief
[PHOTO] 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. Mr. Sloan serves as a
director of M&F Bancorp and its subsidiary, Mechanics and Farmers Bank,
Durham, North Carolina; NetDirect, Minneapolis, Minnesota; and as a
trustee of Teachers Insurance Annuity Association-College Retirement
Equity Fund (TIAA-CREF).
</TABLE>
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CONTINUING DIRECTORS
CLASS II DIRECTORS -- TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2001
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WILLIAM B. BOOKHART, JR. (AGE 58) DIRECTOR SINCE 1979
SHARES: 20,424
Mr. Bookhart is a partner in Bookhart Farms, which operates a general
[PHOTO] farming business in Elloree, South Carolina and has held this position
for more than five years.
ELAINE T. FREEMAN (AGE 64) DIRECTOR SINCE 1992
SHARES: 5,236
Mrs. Freeman is Executive Director of ETV Endowment of South
Carolina, Inc., a non-profit organization located in Spartanburg, South
[PHOTO] Carolina. She has held this position for more than five years.
Mrs. Freeman serves as a director of the National Bank of South
Carolina, a member bank of Synovus Financial Corporation.
W. HAYNE HIPP (AGE 60) DIRECTOR SINCE 1983
SHARES: 4,084
Mr. Hipp is Chairman, President and Chief Executive Officer of The
Liberty
Corporation, an insurance and broadcasting holding company
[PHOTO] headquartered in Greenville, South Carolina. He has held these
positions for more than five years. Mr. Hipp serves as a director of
The Liberty Corporation and Wachovia Corporation.
HAROLD C. STOWE (AGE 53) DIRECTOR SINCE 1999
SHARES: 3,284
Mr. Stowe has been President and Chief Executive Officer of Canal
Industries, Inc., a forest products industry company in Conway, South
[PHOTO] 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>
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CONTINUING DIRECTORS
CLASS III DIRECTORS -- TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2002
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<TABLE>
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BILL L. AMICK (AGE 56) DIRECTOR SINCE 1990
SHARES: 10,785
[PHOTO] Mr. Amick is Chairman of the Board and Chief Executive Officer of Amick
Farms, Inc., Amick Processing, Inc. and Amick Broilers, Inc., a
vertically integrated broiler operation in Batesburg, South Carolina.
He has held these positions for more than five years. Mr. Amick serves
as a director of Blue Cross and Blue Shield of South Carolina.
HUGH M. CHAPMAN (AGE 67) DIRECTOR SINCE 1988
SHARES: 6,844
Mr. Chapman retired on June 30, 1997 from NationsBank South of Atlanta,
Georgia, a division of NationsBank Corporation of Charlotte, North
[PHOTO] Carolina. Previously, he served as Chairman of NationsBank South for
more than five years. Mr. Chapman serves as a director of West
Point-Stevens, Inc., PrintPack, Inc. and Williams Companies, Inc.
LAWRENCE M. GRESSETTE, JR. (AGE 68) DIRECTOR SINCE 1987
SHARES: 62,490
Mr. Gressette has been Chairman Emeritus of SCANA since his retirement
in
February 1997. From February 1, 1990 until his retirement, he was
[PHOTO] Chairman and Chief Executive Officer of SCANA and all of its
subsidiaries.
D. MAYBANK HAGOOD (AGE 38) DIRECTOR SINCE 1999
SHARES: 347
Mr. Hagood is President and Chief Executive Officer of William M. Bird
and
Company, Inc., a wholesale distributor of floor covering materials
[PHOTO] located in Charleston, South Carolina. He has held this position for
more than five years.
</TABLE>
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SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
In general, "beneficial ownership" includes those shares a director, nominee
or executive officer has the power to vote or transfer. On March 10, 2000, the
directors and executive officers of SCANA (22 persons) beneficially owned, in
the aggregate, 303,082 shares of SCANA Common Stock (approximately 0.30% of the
shares outstanding and entitled to vote at the Annual Meeting).
The following table lists shares beneficially owned on March 10, 2000 by
each director, each nominee and each executive officer named in the Summary
Compensation Table on page 13.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF
NAME SCANA COMMON STOCK*(1)(2)(3)
<S> <C>
B. L. Amick 10,785
J. A. Bennett 1,556
W. B. Bookhart, Jr. 20,424
G. J. Bullwinkel 26,495
W. C. Burkhardt 3,066
H. M. Chapman 6,844
E. T. Freeman 5,236
A. H. Gibbes 16,428
L. M. Gressette, Jr. 62,490
D. M. Hagood 347
W. H. Hipp 4,084
K. B. Marsh 13,613
L. M. Miller 1,834
J. B. Rhodes 11,560
J. L. Skolds 13,365
M. K. Sloan 2,826
H. C. Stowe 3,284
W. B. Timmerman 50,844
G. S. York 8,561
C. E. Zeigler, Jr. 26,025
</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 -- 5,567; Mr. Gressette -- 1,060;
and by all directors, nominees and executive officers -- 7,107 in total.
(2) Includes shares purchased through February 29, 2000, by the Trustee under
SCANA's Stock Purchase Savings Plan.
(3) Includes shares that may be issued within 60 days under the Performance
Share Plan on account of the 1997-1999 performance period.
FIVE PERCENT OWNER OF SCANA COMMON STOCK
- --------------------------------------------------------------------------------
First Union Corporation, One First Union Center, Charlotte, North Carolina
28288, notified SCANA that it beneficially owned 10,470,451 shares of SCANA
Common Stock on December 31, 1999. This represented 10.11% of outstanding shares
of SCANA Common Stock on that date.
First Union has sole power to vote 842,062 of such shares, shared power to
vote 22,150 of such shares, sole power to dispose or direct the disposition of
10,408,131 of such shares and shared power to dispose or to direct the
disposition of 46,598 of such shares.
12
<PAGE>
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION INFORMATION
The following table contains information with respect to compensation paid
or accrued during the years 1999, 1998 and 1997, to the Chief Executive Officer
of SCANA and to each of the other four most highly compensated executive
officers of SCANA during 1999.
<TABLE>
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 1999 490,313 312,900 17,212 298,813 29,419
Chairman, President, 1998 455,909(5) 303,780 17,514 0 27,138
Chief Executive Officer 1997 400,634 318,815 12,220 88,338 24,038
and Director -- SCANA
Corporation
J. L. Skolds 1999 330,665 168,288 16,232 150,618 19,840
President and 1998 305,123 163,399 14,099 0 18,201
Chief Operating Officer -- 1997 277,132 161,677 5,777 70,283 16,628
South Carolina Electric
and Gas Company
A. H. Gibbes 1999 300,161 117,387 18,471 116,485 18,010
President -- 1998 283,812 124,302 20,585 0 16,618
South Carolina Pipeline 1997 246,308 149,406 7,247 52,874 14,455
Corporation
K. B. Marsh 1999 241,354 128,058 10,337 81,555 14,481
Senior Vice President, 1998 219,860 99,372 8,654 0 13,122
Chief Financial Officer and 1997 199,845 104,276 2,945 44,491 11,991
Controller -- SCANA
Corporation
G. J. Bullwinkel 1999 239,973 93,825 14,172 81,555 14,398
Senior Vice President, 1998 229,152 99,372 11,726 0 11,726
Governmental Affairs and 1997 219,273 92,796 7,776 70,283 7,776
President -- SCANA
Communications, Inc.
</TABLE>
(1) Payments under the Annual Incentive Plan.
(2) For 1999, 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 $9,000, $7,435 and $777 for
Mr. Timmerman; $9,000, $6,878 and $354 for Mr. Skolds; $9,000, $9,158 and
$313 for Mr. Gibbes; $9,000, $1,183 and $154 for Mr. Marsh; and $9,000,
$4,993 and $179 for Mr. Bullwinkel.
(3) Payments under the Performance Share Plan.
(4) All other compensation for all named executive officers consists solely of
contributions to defined contribution plans.
(5) Reflects actual salary paid in 1999. Base salary of $500,000, as referenced
on page 20, became effective on May 1, 1999.
13
<PAGE>
LONG-TERM INCENTIVE PLAN AWARD OPPORTUNITIES
The following table lists the target awards made in 1999 (for potential
payment in 2002) 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 9,700 1999-2001 3,880 9,700 14,550
J. L. Skolds 4,890 1999-2001 1,956 4,890 7,335
A. H. Gibbes 3,780 1999-2001 1,512 3,780 5,670
K. B. Marsh 3,780 1999-2001 1,512 3,780 5,670
G. J.
Bullwinkel 2,640 1999-2001 1,056 2,640 3,960
</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.
14
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL
AVERAGE PAY SERVICE YEARS
- ----------- ----------------------------------------------------
15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$ 150,000 41,578 55,437 69,296 83,156 85,765
200,000 56,578 75,437 94,296 113,156 117,015
250,000 71,578 95,437 119,296 143,156 148,265
300,000 86,578 115,437 144,296 173,156 179,515
350,000 101,578 135,437 169,296 203,156 210,765
400,000 116,578 155,437 194,296 233,156 242,015
450,000 131,578 175,437 219,296 263,156 273,265
500,000 146,578 195,437 244,296 293,156 304,515
550,000 161,578 215,437 269,296 323,156 335,765
600,000 176,578 235,437 294,296 353,156 367,015
650,000 191,578 255,437 319,296 383,156 398,265
700,000 206,578 275,437 344,296 413,156 429,515
750,000 221,578 295,437 369,296 443,156 460,765
800,000 236,578 315,437 394,296 473,156 492,015
850,000 251,578 335,437 419,296 503,156 523,265
900,000 266,578 355,437 444,296 533,156 554,515
950,000 281,578 375,437 469,296 563,156 585,765
1,000,000 296,578 395,437 494,296 593,156 617,015
</TABLE>
For all the executive officers included in the Summary Compensation Table,
the 1999 compensation shown in the column labeled "Salary" of the Summary
Compensation Table is covered by the Retirement Plan or SERP. As of
December 31, 1999, Mr. Timmerman had credited service under the Retirement Plan
(or its equivalent under the SERP) of 21 years; Mr. Skolds of 13 years;
Mr. Gibbes of 18 years; Mr. Marsh of 15 years; and Mr. Bullwinkel of 28 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, 2000, 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 or, in some cases, 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 -- $185,129; Mr. Skolds -- $147,276; Mr. Gibbes -- $112,931;
Mr. Marsh -- $131,754; and Mr. Bullwinkel -- $97,715.
15
<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 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
16
<PAGE>
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 as though
the participant had reached the earlier of age 65 or completed 35 years of
service, as applicable.
- 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 premier executive talent;
- 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 executives with the long-term interests of
shareholders through equity-based compensation; and
- Balancing 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 a discussion of Mr. Timmerman's 1999
compensation follows.
17
<PAGE>
ELEMENTS OF THE PROGRAM
Executive compensation consists primarily of three key elements: base
salary, short-term 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 and smaller
telecommunications companies. Results are adjusted through regression analysis
to account for differences in company size. Approximately 78% 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 1999, all elements of executive compensation were slightly below the
market median as adjusted for Company size. SCANA continues its philosophy of
gradually moving targeted compensation levels to the market median. The
competitive nature of today's utility industry mandates this philosophy to
attract and retain premier executive talent.
Elements of SCANA's compensation program for executive officers are
described more fully in the following paragraphs. Each component of the
compensation package, including severance plans, insurance and other benefits,
is 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 but results are achieved at minimum or
threshold levels. Awards earned based on the achievement of preestablished goals
may nonetheless be decreased. The Management Development and Corporate
Performance Committee may in its discretion determine that actual results
warrant payouts at differing levels.
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 individual performance evaluation, but in no case may an award
exceed the maximum payout of 1.5 times target.
For 1999, the specific measures in each plan for the executive officers
included in the Summary Compensation Table on page 13 are described below.
18
<PAGE>
- 1999 awards for officers of SCANA were based on two performance
categories: 75% of the total 1999 target award was based on SCANA earnings
per share (EPS) goals, a numerically measurable target. An additional 25%
was determined by the achievement of individual goals established in 1999.
For 1999, although EPS were below the goals established, the Committee
considered the Company's significant success in achieving its overall
business objectives, and exercised its discretion to increase awards based
on EPS results to target levels. Awards based on individual objectives
were earned at 100% of target. After the adjustment for individual
performance, payouts ranged from 90% to 120% of the target award.
- 1999 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 individual
components for 1999 was EPS 75% and annual business objectives 25%. For
1999, after the adjustment for individual performance, payouts ranged from
93% to 120% of the target award.
- 1999 awards for officers of South Carolina Pipeline Corporation were based
75% on SCANA EPS and 25% on achievement of annual business objectives. For
1999, after the adjustment for individual performance, payouts ranged from
90% to 110% 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 80 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 that period, divided by stock price as of the beginning of the
three-year 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 1997 through 1999, SCANA's TSR was at the
46th percentile of the peer group. This resulted in payouts being made at 85% of
target for the period.
During 1999, the Committee determined that the long-term incentive portion
of SCANA's executive compensation structure was significantly below market and
improvements were needed to make the program more competitive. The Committee
recommends alternative forms of long-term incentives to
19
<PAGE>
assist SCANA in accomplishing this goal. Shareholders are being asked to approve
a new long-term plan described in more detail in this proxy statement, Item 4
(page 23).
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.
COMPENSATION OF CHIEF EXECUTIVE OFFICER FOR 1999
For 1999, Mr. Timmerman's compensation consisted of the following:
- Base salary of $500,000 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 $28,000 from $472,000
to $500,000 was based on his responsibilities as Chairman 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 1999, Mr. Timmerman's Annual Incentive Plan target award was
50% of the market rate for his position. Mr. Timmerman's 1999 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 1999, Mr. Timmerman's Performance Share Plan target award for the
period 1999 through 2001 was set at 60% of the salary level for his
position. This resulted in a target award of 9,700 performance shares. The
amount of the target award was determined by the Performance Share Plan
Committee based on Mr. Timmerman's salary, level of responsibility and
competitive practices. As discussed above, SCANA's results relative to the
peer group for the 1997-1999 performance period were at the 46(th)
percentile, resulting in a payout of 85% of target.
<TABLE>
<CAPTION>
THE MANAGEMENT DEVELOPMENT AND PERFORMANCE SHARE
CORPORATE PERFORMANCE COMMITTEE PLAN COMMITTEE
<S> <C>
H. M. Chapman* H. M. Chapman*
B. L. Amick J. A. Bennett
W. B. Bookhart, Jr. W. B. Bookhart, Jr.
J. B. Rhodes D. M. Hagood
M. K. Sloan L. M. Miller
H. C. Stowe M. K. Sloan
W. B. Timmerman** H. C. Stowe
</TABLE>
- ------------------------
*Chairman of the Committee
**As noted on page 4, Mr. Timmerman is a non-voting member of the Management
Development and Corporate Performance Committee. He did not participate in
any of its decisions concerning executive compensation.
20
<PAGE>
SCANA files various documents with the Securities and Exchange Commission,
some of which "incorporate information by reference." This means SCANA is
referring to information that has previously been 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 not incorporated by reference into any other filings with the
Securities and Exchange Commission.
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. SCANA's
total shareholder return is measured against this peer group to determine awards
that are paid under the Performance Share Plan. This group consists of 80
utilities and 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 SCANA and the following companies:
Allegheny Energy, Inc.
Alliant Corporation
Ameren Corp.
American Electric Power Co., Inc.
Avista Corporation
Bangor Hydro-Electric Co.
Black Hills Corp.
Carolina Power & Light Co.
Central Hudson Gas & Electric Corp.
Central & South West Corporation
Central Vermont Public Service Corp.
CINergy Corp.
Citizens Utilities
CLECO
CMP Group, Inc.
CMS Energy Corp.
Conectiv, Inc.
Consolidated Edison, Inc.
Constellation Energy Corp.
Dominion Resources, Inc.
DPL, Inc.
DQE, Inc.
DTE Energy Co.
Duke Energy Corp.
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.
IDACORP, Inc.
Illinova Corp.
IPALCO Enterprises, Inc.
Kansas City Power & Light Co.
LG&E Energy, Inc.
Madison Gas & Electric Company
Minnesota Power & Light Company
Montana Power Co.
New Century Energies, Inc.
New England Electric System
Niagara Mohawk Holdings, Inc.
Nisource, Inc.
Northeast Utilities
Northern States Power Co.
Northwestern Corporation
NSTAR
OGE Energy Corp.
Otter Tail Power Co.
Pacificorp
PECO Energy Corp.
PG&E Corp.
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.
Reliant Energy, Inc.
RGS Energy Group, Inc.
SIGCORP, Inc.
Sierra Pacific Resources
Southern Company
TECO Energy, Inc.
Texas Utilities Co.
TNP Enterprises, Inc.
Unicom Corp.
UniSource Energy Corp.
United Illuminating Co.
UNITIL Corp.
Utilicorp United, Inc.
Western Resources, Inc.
Wisconsin Energy Corp.
WPS Resources Corp.
21
<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>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
SCANA Corp. $100.00 $144.38 $142.37 $168.75 $190.81 $168.07
Peer Group $100.00 $131.30 $131.73 $166.11 $191.65 $157.48
S&P Utilities $100.00 $141.83 $146.22 $182.07 $208.63 $190.24
S&P 500 $100.00 $137.45 $168.93 $225.21 $289.43 $350.26
</TABLE>
- ------------------------
Assumes $100 invested on December 31, 1994, in SCANA Corporation Common Stock,
Performance Share Plan Peer Group and S&P Indexes.
*Total return assumes reinvestment of dividends.
22
<PAGE>
ITEM 4 -- APPROVAL OF SCANA LONG-TERM EQUITY COMPENSATION PLAN
- --------------------------------------------------------------------------------
The success of SCANA depends, in large measure, on its ability to recruit
and retain officers, key employees and directors with outstanding ability and
experience. The Board of Directors also believes there is a need to align
shareholder and employee interests by encouraging employee stock ownership and
to motivate employees with compensation conditioned upon achievement of SCANA's
financial goals.
In order to accomplish these objectives, the Board of Directors has adopted,
subject to approval by the shareholders, the SCANA Corporation Long-Term Equity
Compensation Plan (the "Plan").
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PLAN.
SUMMARY DESCRIPTION OF THE PLAN
The following summary of the terms of the Plan is qualified in its entirety
by reference to the text of the Plan, which is Appendix A of this Proxy
Statement. If adopted by the shareholders, the Plan will be effective as of
January 1, 2000.
- ADMINISTRATION. The Plan will be administered by a Committee of the Board
of Directors (the "Committee") except that, with respect to awards to
non-employee directors, the full Board will administer the Plan.
- ELIGIBILITY. Employees of SCANA and its subsidiaries (the "Company") who
are anticipated to be significant contributors to the Company's success
and non-employee directors of SCANA are eligible to participate in the
Plan.
It is currently anticipated that approximately 62 employees of SCANA and its
subsidiaries and 13 non-employee directors will be eligible to participate in
the Plan; however, because the Plan provides for broad discretion in selecting
participants and in making awards, the total number of persons who will
participate and the respective benefits to be accorded to them cannot be
determined at this time.
- STOCK AVAILABLE FOR ISSUANCE THROUGH THE PLAN. The Plan provides for a
number of forms of stock-based compensation, as further described on the
following pages. Up to 5,000,000 shares of Common Stock will be authorized
for issuance through the Plan; however, no more than 1,000,000 shares may
be issued as restricted stock. These numbers are subject to adjustment as
described in the "Adjustments and Amendments," section of this summary.
Provisions in the Plan permit the reuse or reissuance by the Plan of
shares of Common Stock underlying canceled, terminated, expired, forfeited
or lapsed awards. On March 10, 2000, the closing price for a share of
SCANA Common Stock, as reported on the New York Stock Exchange composite
tape, was $22.9375.
Under Section 162(m) of the Internal Revenue Code, compensation paid to a
"Covered Employee" in excess of $1,000,000 for any taxable year is not
deductible unless an exemption from such rules exists. Compensation paid by
SCANA in excess of $1,000,000 for any taxable year to "Covered Employees" will
generally be deductible by SCANA for federal income tax purposes if it is based
on the performance of the Company ("Performance-Based Exception"), is paid
pursuant to a plan approved by shareholders of SCANA, and meets certain other
requirements. Generally, "Covered Employee" under Section 162(m) means the chief
executive officer and the four other highest paid executive officers of SCANA as
of the last day of the taxable year.
The Committee will consist of "outside directors" as required for purposes
of Section 162(m) and will take the effect of Section 162(m) into consideration
in structuring Plan awards. In the case of any award which is
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granted subject to the condition that a specified performance measure be
achieved, no payment under such award shall be made prior to the time that the
Committee certifies in writing that the performance measure has been satisfied.
No such certification is required, however, in the case of an award that is
based solely on an increase in the value of a share of Common Stock from the
date such award was made. The following rules shall apply to grants of awards
under the Plan:
(a) STOCK OPTIONS: The maximum aggregate number of shares of Common Stock
that may be granted in the form of stock options, pursuant to any award
granted in any one fiscal year to any one single Plan participant,
shall be 300,000 shares of Common Stock.
(b) SARS: The maximum aggregate number of shares of Common Stock that may be
granted in the form of stock appreciation rights, pursuant to any award
granted in any one fiscal year to any one single Plan participant,
shall be 300,000 shares of Common Stock.
(c) RESTRICTED STOCK: The maximum aggregate grant with respect to awards of
restricted stock granted in any one fiscal year to any one Plan
participant shall be 150,000 shares of Common Stock.
(d) PERFORMANCE SHARES: The maximum aggregate payout (determined as of the
end of the applicable performance period) with respect to awards of
performance shares granted in any one fiscal year to any one Plan
participant shall be equal to the value of 200,000 shares of Common
Stock.
(e) PERFORMANCE UNITS: The maximum aggregate payout (determined as of the
end of the applicable performance period) with respect to awards of
performance units granted in any one fiscal year to any one Plan
participant shall be equal to the value of $1,000,000.
- DESCRIPTION OF AWARDS UNDER THE PLAN. The Committee may award to eligible
employees incentive and nonqualified stock options, stock appreciation
rights (either alone or in tandem with a related option), restricted
stock, performance units and performance shares. As described under
"Performance Measures" on page 26, certain of these awards may be granted
subject to satisfaction of specific performance goals. The forms of awards
are described in greater detail below.
- STOCK OPTIONS. The Committee will have discretion to award incentive stock
options ("ISOs"), which are intended to comply with Section 422 of the
Internal Revenue Code, or nonqualified stock options ("NQSOs"), which are
not intended to comply with Section 422 of the Internal Revenue Code. The
exercise price of an option may not be less than the fair market value of
the underlying shares of Common Stock on the date of grant. Subject to the
specific terms of the Plan, the Committee will have discretion to set such
additional limitations on option grants as it deems appropriate and such
terms will be included in the related option award agreement.
Options granted to participants under the Plan will expire at such times as
the Committee determines at the time of the grant; provided, however, that no
option will be exercisable later than ten years from the date of grant. Each
option award agreement will set forth the extent to which the participant will
have the right to exercise the option following termination of the participant's
employment or directorship with the Company. The termination provisions will be
determined in the sole discretion of the Committee, need not be uniform among
all participants, and may reflect distinctions based on the reasons for
termination of employment.
Upon the exercise of an option granted under the Plan, the option price is
payable in full to SCANA, either: (a) in cash or its
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equivalent, or (b) if permitted in the award agreement, by tendering shares of
Common Stock having a fair market value at the time of exercise equal to the
total option price (provided such shares have been held for at least six months
prior to their tender), or (c) if permitted in the award agreement, a
combination of (a) and (b). In addition, if permitted by the Committee, the
option price may be payable through a cashless exercise as permitted under the
Federal Reserve Board's Regulation T.
- STOCK APPRECIATION RIGHTS (SARS). The Committee may grant SARs in tandem
with stock options, freestanding and unrelated to options, or any
combination of these forms. In any case, the form of payment of a SAR will
be set forth in the related award agreement, and may be in shares of
Common Stock, cash or a combination of the two. If granted other than in
tandem, the Committee will determine the number of shares of Common Stock
covered by and the exercise period for the SAR. Upon exercise of a
freestanding SAR, the participant will receive an amount equal to the
excess of the fair market value of one share of Common Stock on the date
of exercise over the fair market value of one share of Common Stock on the
grant date, multiplied by the number of shares of stock exercised under
the SAR. In the case of a tandem SAR, the Committee may determine the
exercise period of the SAR except that the exercise period may not exceed
that of the related option. The participant may exercise the tandem SAR
when the option is exercisable, surrender the option and receive on
exercise an amount equal to the excess of the fair market value of one
share of Common Stock on the date of exercise over the option purchase
price, multiplied by the number of shares of stock covered by the
surrendered option.
- RESTRICTED STOCK. The Committee will also be authorized to award up to
(but no more than) 1,000,000 shares of restricted Common Stock under the
Plan upon such terms and conditions as it shall establish. The related
award agreement will specify the period(s) of restriction, the number of
shares of restricted Common Stock granted, such other provisions as the
Committee shall determine including requiring that participants pay a
stipulated purchase price for each share, restrictions based upon the
achievement of specific performance goals, time-based restrictions or
vesting following the attainment of the performance goals and/or
restrictions under applicable federal or state securities laws. Although
recipients may have the right to vote these shares from the date of grant,
they will not have the right to sell or otherwise transfer the shares
during the applicable period of restriction or until earlier satisfaction
of any other conditions imposed by the Committee in its sole discretion.
Participants may be credited or paid dividends on their shares of
restricted stock or the Committee, in its discretion, may apply any
restrictions to the payment of dividends that the Committee deems
appropriate.
Each award agreement for restricted stock will set forth the extent to which
the participant will have the right to retain nonvested restricted stock
following termination of the participant's employment or directorship with the
Company. These provisions will be determined in the sole discretion of the
Committee, need not be uniform among all shares of restricted stock issued
pursuant to the Plan and may reflect distinctions based on reasons for
termination of employment. Except in the case of terminations connected with a
change in control and terminations by reason of death or disability, the vesting
of restricted stock which qualifies for the Performance-Based Exception under
Section 162(m) and which are held by "Covered Employees" under Section 162(m)
shall occur at the time it otherwise would have, but for the employment
termination.
- PERFORMANCE UNITS AND PERFORMANCE SHARES. The Committee will also have
discretion to award performance units and performance shares under the
Plan upon such terms and conditions as it
25
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shall establish. Each performance unit will have an initial value as
determined by the Committee at the time of grant, while each performance
share will have an initial value equal to the fair market value of one
share of Common Stock on the date of grant. The payout on the number and
value of the performance units and performance shares will be a function
of the extent to which corresponding performance goals have been achieved.
- PERFORMANCE MEASURES. The Committee may grant awards under the Plan
subject to the attainment of certain specified performance measures. The
performance measures with respect to Covered Employees which may be
measured at the SCANA level, at a subsidiary level or at an operating unit
level will be chosen from among earnings per share, return measures
(including, but not limited to, return on assets, equity or sales), cash
flow return on investments which equals net cash flow divided by owner's
equity, earnings before or after taxes, gross revenues and share price
(including, but not limited to, growth measures and total shareholder
return). The Committee shall have the discretion to adjust the
determinations of the degree of attainment of the preestablished
performance goals; provided, however, that awards which are designed to
qualify for the Performance-Based Exception, and which are held by a
Covered Employee, may not be adjusted upward (the Committee shall retain
the discretion to adjust such awards downward).
- CHANGE IN CONTROL. Upon the occurrence of a Change in Control, any and all
options and SARs granted under the Plan will become immediately
exercisable, and will remain exercisable throughout their entire term; and
any restriction periods and restrictions imposed on restricted stock which
are not performance-based shall lapse. The treatment of any other awards
which are performance-based shall be addressed in the participant's
related award agreement.
- ADJUSTMENTS AND AMENDMENTS. The Plan provides for appropriate adjustments
in the number of shares of Common Stock subject to awards and available
for future awards in the event of changes in outstanding Common Stock by
reason of a merger, stock split or certain other events.
Subject to the terms of the Plan, the Committee may at any time and from
time to time, alter, amend, suspend or terminate the Plan in whole or in part
for any purpose which the Committee deems appropriate. However, no amendment
shall without shareholder approval (i) increase the total number of shares of
Common Stock that may be issued under the Plan or the maximum awards thereunder
as set forth in Section 4.1 of the Plan or (ii) modify the requirements as to
eligibility for benefits under the Plan and further subject to Section 14.3 of
the Plan, no such amendment shall adversely affect any outstanding awards
without the affected holder's consent.
- NONTRANSFERABILITY. Except as provided in the Plan or in the related award
agreement, no award granted pursuant to, and no right to payment under,
the Plan shall be assignable or transferable by a Plan participant, and
any option or similar right shall be exercisable during a participant's
lifetime only by the participant.
- DURATION OF THE PLAN. The Plan will remain in effect until all options and
rights granted thereunder have been satisfied or terminated pursuant to
the terms of the Plan, and all performance periods for performance-based
awards granted thereunder have been completed. However, in no event will
awards be granted under the Plan on or after December 31, 2009.
FEDERAL INCOME TAX CONSEQUENCES
In connection with the Plan generally, and subject to Section 162(m), SCANA
will receive an income tax deduction at the same time and in the same amount as
any amount that is
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taxable to a participant as ordinary income. To the extent a participant
realizes capital gains, SCANA will not be entitled to any deduction for federal
income tax purposes.
- OPTIONS. With respect to options which qualify as ISOs, a Plan participant
will not recognize income for federal income tax purposes at the time
options are granted or exercised. If the participant disposes of shares
acquired by exercise of an ISO either before the expiration of two years
from the date the options are granted or within one year after the
issuance of shares upon exercise of the ISO (the "holding periods"), the
participant will recognize in the year of disposition: (a) ordinary
income, to the extent that the lesser of either (i) the fair market value
of the shares on the date of option exercise, or (ii) the amount realized
on disposition, exceeds the option price, and SCANA will be entitled to a
corresponding deduction; and (b) capital gain, to the extent the amount
realized on disposition exceeds the fair market value of the shares on the
date of option exercise. If the shares are sold after expiration of the
foregoing holding periods, the participant generally will recognize
capital gain or loss equal to the difference between the amount realized
on disposition and the option price and SCANA will not be entitled to any
deduction on account thereof.
With respect to NQSOs, the participant will recognize no income upon
grant of the option. Upon exercise, the participant will recognize
ordinary income to the extent of the excess of the fair market value of
the shares on the date of option exercise over the amount paid by the
participant for the shares, and SCANA will be entitled to a corresponding
deduction. Upon a subsequent disposition of the shares received under the
option, the participant generally will recognize capital gain or loss to
the extent of the difference between the fair market value of the shares
at the time of exercise and the amount realized on the disposition and
SCANA will not be entitled to any deduction on account thereof.
- SARS. The recipient of a grant of SARs will not realize taxable income and
SCANA will not be entitled to a deduction with respect to such grant on
the date of such grant. Upon the exercise of a SAR, the recipient will
realize ordinary income, and SCANA will be entitled to a corresponding
deduction, equal to the amount of cash received.
- RESTRICTED STOCK. A participant holding restricted stock will, at the time
the shares vest, realize ordinary income in an amount equal to the fair
market value of the shares, and any cash received attributable to credited
dividends, at the time of vesting over the purchase price thereof, if any,
and SCANA will be entitled to a corresponding deduction for federal income
tax purposes. Dividends paid to a participant on the shares of restricted
stock during the restricted period, if any, will generally be ordinary
income to the participant and deductible as such by SCANA.
- PERFORMANCE UNITS AND PERFORMANCE SHARES. The recipient of a grant of
performance units and/or performance shares will not realize taxable
income and SCANA will not be entitled to a deduction with respect to such
grant on the date of such grant. Upon the payout of such award, the
recipient will realize ordinary income and SCANA will be entitled to a
corresponding deduction, equal to the amount of cash and stock received.
NEW PLAN BENEFITS
The benefits to be received under the Plan by particular individuals or
groups are not determinable at this time.
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ITEM 5 -- 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
2000 Annual Report to Shareholders. Deloitte & Touche LLP examined the financial
statements included in the 1999 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
- --------------------------------------------------------------------------------
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, executive officers and greater than 10%
beneficial owners. To the best of our knowledge, all filings on behalf of such
persons were made on a timely basis in 1999, except that we filed late one
report covering one transaction on behalf of Mr. Maceo K. Sloan.
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 considered for inclusion in SCANA's Proxy Statement and Proxy
Card for its 2001 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 17, 2000. Securities and Exchange
Commission rules contain standards determining whether a shareholder proposal is
required to be included in a proxy statement.
Any shareholder who intends to present a proposal at SCANA's 2001 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 January 31, 2001 of his intention to present the proposal. If a
shareholder does not provide SCANA with notice by that date, proxies for the
2001 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 2000 Annual
Meeting at a fee of $5,500 plus associated costs and expenses.
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.
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TICKETS TO THE ANNUAL MEETING
If you plan to attend the Annual Meeting, please so indicate on your proxy
card. An admission ticket is enclosed.
If your shares are owned jointly and you need an additional ticket you
should contact: the Corporate Secretary, SCANA Corporation, 1426 Main Street,
Mail Code 13-4, Columbia, South Carolina 29201, (803) 217-9683. If you forget to
bring an admission ticket, you will be admitted to the meeting only if you are
listed as a shareholder of record as of the close of business on March 10, 2000
and bring proof of identification. If you hold your shares through a stockbroker
or other nominee and fail to bring an admission ticket, you will need to provide
proof of ownership by bringing either a copy of the voting instruction card
provided by your broker or a copy of a brokerage statement showing your share
ownership as of March 10, 2000.
SCANA CORPORATION
Lynn M. Williams
SECRETARY
MARCH 17, 2000
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APPENDIX A
SCANA LONG-TERM EQUITY COMPENSATION PLAN
<TABLE>
<C> <S> <C>
CONTENTS
Article 1. Establishment, Objectives, and Duration..................... A-2
Article 2. Definitions................................................. A-2
Article 3. Administration.............................................. A-5
Article 4. Shares Subject to the Plan and Maximum Awards............... A-5
Article 5. Eligibility and Participation............................... A-6
Article 6. Stock Options............................................... A-6
Article 7. Stock Appreciation Rights................................... A-8
Article 8. Restricted Stock............................................ A-9
Article 9. Performance Units and Performance Shares.................... A-10
Article 10. Performance Measures........................................ A-11
Article 11. Beneficiary Designation..................................... A-12
Article 12. Deferrals................................................... A-12
Article 13. Rights of Employees/Directors............................... A-12
Article 14. Change in Control........................................... A-12
Article 15. Amendment, Modification, and Termination.................... A-12
Article 16. Withholding................................................. A-13
Article 17. Indemnification............................................. A-13
Article 18. Successors.................................................. A-14
Article 19. Legal Construction.......................................... A-14
</TABLE>
A-1
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SCANA Corporation Long-Term Equity Compensation Plan
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ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. SCANA Corporation, a South Carolina corporation
(hereinafter referred to as "SCANA"), hereby establishes an incentive
compensation plan to be known as the "SCANA Corporation Long-Term Equity
Compensation Plan" (hereinafter referred to as the "Plan"), as set forth in
this document. The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, and Performance Units. Subject to approval by SCANA's
stockholders, the Plan shall become effective as of January 1, 2000 (the
"Effective Date") and shall remain in effect as provided in Section 1.3
hereof. Any Awards which are made under the Plan prior to its approval by
SCANA's stockholders are expressly contingent upon such approval and shall
become null and void in the event such approval is not obtained.
1.2 OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize the
profitability and growth of the Company through long-term incentives which
are consistent with the Company's goals and which link the personal
interests of Participants to those of SCANA's stockholders; to provide
Participants with an incentive for excellence in individual performance;
and to promote teamwork among Participants.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who
make significant contributions to the Company's success and to allow
Participants to share in the success of the Company.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Committee to amend or terminate the Plan at any time pursuant
to Article 15 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no
event may an Award be granted under the Plan more than ten (10) years after
the Effective Date of the Plan.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:
2.1 "AWARD" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Shares or Performance Units.
2.2 "AWARD AGREEMENT" means an agreement entered into by SCANA and each
Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.
2.3 "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP"shall have the meaning ascribed
to such term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.
2.4 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of SCANA.
2.5 "CHANGE IN CONTROL" means a change in control of SCANA of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Exchange Act, whether or not SCANA
is then subject to such reporting requirement; provided that, without
limitation, such a Change in Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial Owner, directly or indirectly,
A-2
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of twenty-five percent (25%) or more of the combined voting power of
the outstanding shares of capital stock of SCANA;
(b) During any period of two (2) consecutive years (not including any period
prior to December 18, 1996) there shall cease to be a majority of the
Board comprised as follows: individuals who at the beginning of such
period constitute the Board and any new director(s) whose election by
the Board or nomination for election by SCANA's stockholders was
approved by a vote of at least two-thirds ( 2/3) of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved;
(c) The issuance of an Order by the Securities and Exchange Commission
(SEC), under Section 9(a)(2) of the Public Utility Holding Act of 1935
(the "1935 Act"), authorizing a third party to acquire more than five
percent (5%) of SCANA's voting shares of capital stock;
(d) The shareholders of SCANA approve a merger or consolidation of SCANA
with any other corporation, other than a merger or consolidation which
would result in the voting shares of capital stock of SCANA outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting shares of capital stock
of the surviving entity) at least eighty percent (80%) of the combined
voting power of the voting shares of capital stock of SCANA or such
surviving entity outstanding immediately after such merger or
consolidation; or the shareholders of SCANA approve a plan of complete
liquidation of SCANA or an agreement for the sale or disposition by
SCANA of all or substantially all of SCANA's assets; or
(e) The shareholders of SCANA approve a plan of complete liquidation, or the
sale or disposition of South Carolina Electric & Gas Company
(hereinafter SCE&G), South Carolina Pipeline Corporation, or any
subsidiary of SCANA designated by the Board of Directors as a "Material
Subsidiary," but such event shall represent a Change in Control only
with respect to a Participant who has been exclusively assigned to
SCE&G, South Carolina Pipeline Corporation, or the affected "Material
Subsidiary".
2.6 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
2.7 "COMMITTEE" means any committee appointed by the Board to administer Awards
to Employees, as specified in Article 3 herein. Any such committee shall be
comprised entirely of Directors who satisfy the "outside director"
requirements of Code Section 162(m) and who are "Non-Employee Directors" as
defined in Rule 16b-3 under the Exchange Act.
2.8 "COMPANY" means SCANA and all of its Subsidiaries.
2.9 "COVERED EMPLOYEE" means a Participant who, as of the date of vesting
and/or payout of an Award, as applicable, is one of the group of "covered
employees," as defined in the regulations promulgated under Code
Section 162(m), or any successor statute.
2.10 "DIRECTOR" means any individual who is a member of the Board of Directors
of SCANA; provided, however, that any Director who is employed by the
Company shall be considered an Employee under the Plan.
2.11 "DISABILITY" shall have the meaning ascribed to such term in the
Participant's governing long-term disability plan, or if no such plan
exists, by the Committee.
2.12 "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
A-3
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2.13 "EMPLOYEE" means any employee of the Company. Directors who are employed by
the Company shall be considered Employees under this Plan.
2.14 "ELIGIBLE EMPLOYEE" means an Employee who is anticipated to be a
significant contributor to the success of the Company as determined by the
Committee upon or without the recommendation of officers of the Company.
2.15 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor act thereto.
2.16 "FAIR MARKET VALUE" shall be determined on the basis of the opening sale
price on the principal securities exchange on which the Shares are traded
or, if there is no such sale on the relevant date, then on the last
previous day on which a sale was reported.
2.17 "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.
2.18 "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
granted under Article 6 herein and which is designated as an Incentive
Stock Option and which is intended to meet the requirements of Code
Section 422.
2.19 "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase Shares
granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.
2.20 "OPTION" means an Incentive Stock Option or a Nonqualified Stock Option, as
described in Article 6 herein.
2.21 "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.
2.22 "PARTICIPANT" means an Eligible Employee or a Director and who, in either
case, has been selected to receive an Award or who has outstanding an Award
granted under the Plan.
2.23 "PERFORMANCE-BASED EXCEPTION" means the performance-based exception from
the tax deductibility limitations of Code Section 162(m).
2.24 "PERFORMANCE SHARE" means an Award granted to a Participant, as described
in Article 9 herein, that shall have an initial value equal to the Fair
Market Value of a Share on the date of grant.
2.25 "PERFORMANCE UNIT" means an Award granted to a Participant, as described in
Article 9 herein, that shall have an initial value that is established by
the Committee on the date of grant.
2.26 "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of
time, the achievement of performance goals, or the occurrence of other
events as determined by the Committee, at its discretion), and the Shares
are subject to a substantial risk of forfeiture, as provided in Article 8
herein.
2.27 "PERSON" shall have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
"group" as defined in Section 13(d) thereof.
2.28 "RESTRICTED STOCK" means an Award granted to a Participant pursuant to
Article 8 herein.
2.29 "RETIREMENT" shall have the meaning ascribed to such term in the SCANA
Corporation Retirement Plan.
2.30 "SHARES" means the shares of common stock of SCANA.
2.31 "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone or in
connection with a related Option, designated as an SAR, pursuant to the
terms of Article 7 herein.
2.32 "SUBSIDIARY" means any corporation, partnership, joint venture, or other
entity in which SCANA has a majority voting interest.
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2.33 "TANDEM SAR" means an SAR that is granted in connection with a related
Option pursuant to Article 7 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the related Option (and
when a Share is purchased under the Option, the Tandem SAR shall similarly
be canceled).
ARTICLE 3. ADMINISTRATION
3.1 GENERAL. The Plan shall be administered by the Committee. However, the full
Board of Directors shall administer the Plan with respect to Awards granted
to Directors and, in such cases, all applicable references to the Committee
in the Plan shall be to the Board. The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the
Board of Directors. The Committee shall have the authority to delegate
administrative duties to officers of the Company or Directors.
3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the Articles of
Incorporation or Bylaws of SCANA, and subject to the provisions herein, the
Committee shall have full power to select Eligible Employees and Directors
who shall participate in the Plan; determine the sizes and types of Awards;
determine the terms and conditions of Awards in a manner consistent with
the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend, or waive rules and
regulations for the Plan's administration; and (subject to the provisions
of Article 15 herein) amend the terms and conditions of any outstanding
Award as provided in the Plan. Further, the Committee shall make all other
determinations which may be necessary or advisable for the administration
of the Plan.
3.3 DECISIONS BINDING. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including SCANA, its stockholders, Directors, Eligible Employees,
Participants and their estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as provided in
Section 4.2 herein, the number of Shares hereby reserved for issuance to
Participants under the Plan shall be five million (5,000,000), no more than
one million (1,000,000) of which may be granted in the form of Restricted
Stock. The following rules shall apply to grants of Awards under the Plan:
(a) STOCK OPTIONS: The maximum aggregate number of Shares that may be
granted in the form of Stock Options, pursuant to any Award granted in
any one fiscal year to any one single Participant shall be three
hundred thousand (300,000) Shares.
(b) SARS: The maximum aggregate number of Shares that may be granted in the
form of Stock Appreciation Rights, pursuant to any Award granted in any
one fiscal year to any one single Participant shall be three hundred
thousand (300,000) Shares.
(c) RESTRICTED STOCK: The maximum aggregate grant with respect to Awards of
Restricted Stock granted in any one fiscal year to any one Participant
shall be one hundred fifty thousand (150,000) Shares.
(d) PERFORMANCE SHARES: The maximum aggregate payout (determined as of the
end of the applicable performance period) with respect to Awards of
Performance Shares granted in any one fiscal year to any one
Participant shall be equal to the value of two hundred thousand
(200,000) Shares.
(e) PERFORMANCE UNITS: The maximum aggregate payout (determined as of the
end of the applicable performance
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period) with respect to Awards of Performance Units granted in any one
fiscal year to any one Participant shall be equal to the value of one
million dollars ($1,000,000).
4.2 ADJUSTMENTS FOR AWARDS AND PAYOUTS. Unless determined otherwise by the
Committee, the following Awards and Payouts shall reduce, on a one-for-one
basis, the number of Shares available for issuance under the Plan:
(a) An Award of an Option;
(b) An Award of an SAR (except a Tandem SAR);
(c) An Award of Restricted Stock;
(d) A payout of a Performance Share Award in Shares; and
(e) A payout of a Performance Unit Award in Shares.
Unless determined otherwise by the Committee, unless a Participant has
received a benefit of ownership such as dividend or voting rights with
respect to the Award, the following transactions shall restore, on a
one-for-one basis, the number of Shares available for issuance under the
Plan:
(a) A payout of an SAR, Tandem SAR, or Restricted Stock Award in the form of
cash; and
(b) A cancellation, termination, expiration, forfeiture or lapse for any
reason (with the exception of the termination of a Tandem SAR upon
exercise of the related Options, or the termination of a related Option
upon exercise of the corresponding Tandem SAR) of any Award payable in
Shares.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in corporate
capitalization, such as a stock split, or a corporate transaction, such as
any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of SCANA, any reorganization (whether or
not such reorganization comes within the definition of such term in Code
Section 368) or any partial or complete liquidation of SCANA, such
adjustment shall be made in the number and class of Shares which may be
delivered under Section 4.1, in the number and class of and/or price of
Shares subject to outstanding Awards granted under the Plan, and in the
Award limits set forth in Section 4.1, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to
prevent dilution or enlargement of rights; provided, however, that the
number of Shares subject to any Award shall always be a whole number.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY. Persons eligible to participate in this Plan include all
Eligible Employees and Directors. In no event, however, shall any ISOs be
granted to any person who owns more than 10% of the total combined voting
power of all classes of stock of SCANA.
5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee
may, from time to time, select in its sole and broad discretion, upon or
without the recommendation of officers of the Company, from all Eligible
Employees and Directors, those to whom Awards shall be granted and shall
determine the nature and amount of each Award.
ARTICLE 6. STOCK OPTIONS
6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan, Options
may be granted to Participants in such number, and upon such terms, and at
any time and from time to time as shall be determined by the Committee.
6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award Agreement
that shall specify the Option Price, the duration of the Option, the number
of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall
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specify whether the Option is intended to be an ISO within the meaning of
Code Section 422, or an NQSO whose grant is intended not to fall under the
provisions of Code Section 422.
6.3 OPTION PRICE. The Option Price for each grant of an Option under this Plan
shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.
6.4 DURATION OF OPTIONS. Each Option granted to a Participant shall expire at
such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need not
be the same for each grant or for each Participant.
6.6 PAYMENT. Options granted under this Article 6 shall be exercised by the
delivery of a written notice of exercise to SCANA, setting forth the number
of Shares with respect to which the Option is to be exercised, accompanied
by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to SCANA in
full either: (a) in cash or its equivalent, or (b) if permitted by the Award
Agreement, by tendering previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the total Option Price
(provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Price), or (c) if permitted by the Award Agreement, by a combination
of (a) and (b).
The Committee also may allow cashless exercise as permitted under the
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.
Subject to any governing rules or regulations, as soon as practicable after
receipt of a written notification of exercise and full payment, SCANA shall
deliver to the Participant, in the Participant's name, certificates
evidencing the number of Shares purchased under the Option(s).
6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under
the requirements of any stock exchange or market upon which such Shares are
then listed and/or traded, and under any blue sky or state securities laws
applicable to such Shares.
6.8 TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each Participant's Option Award
Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
employment or directorship with the Company. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in
the Award Agreement entered into with each Participant, need not be uniform
among all Options issued pursuant to this Article 6, and may reflect
distinctions based on the reasons for termination.
6.9 NONTRANSFERABILITY OF OPTIONS.
(a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further,
all ISOs granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.
(c) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
Participant's
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Award Agreement, no NQSO granted under this Article 6 may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further,
except as otherwise provided in a Participant's Award Agreement, all
NQSOs granted to a Participant under this Article 6 shall be
exercisable during his or her lifetime only by such Participant.
ARTICLE 7. STOCK APPRECIATION RIGHTS
7.1 GRANT OF SARS. Subject to the terms and conditions of the Plan, SARs may be
granted to Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant Freestanding SARs,
Tandem SARs or any combination of these forms of SAR.
The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs.
The grant price of a Freestanding SAR shall equal the Fair Market Value of a
Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.
7.2 EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or part of
the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is
then exercisable.
Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem
SAR will expire no later than the expiration of the underlying ISO;
(ii) the value of the payout with respect to the Tandem SAR may be for no
more than one hundred percent (100%) of the difference between the Option
Price of the underlying ISO and the Fair Market Value of the Shares subject
to the underlying ISO at the time the Tandem SAR is exercised; and
(iii) the Tandem SAR may be exercised only when the Fair Market Value of the
Shares subject to the ISO exceeds the Option Price of the ISO.
7.3 EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion,
imposes upon them.
7.4 SAR AGREEMENT. Each SAR grant shall be evidenced by an Award Agreement that
shall specify the grant price, the term of the SAR, and such other
provisions as the Committee shall determine.
7.5 TERM OF SARS. The term of an SAR granted under the Plan shall be determined
by the Committee, in its sole discretion; provided, however, that such term
shall not exceed ten (10) years.
7.6 PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:
(a) The difference between the Fair Market Value of a Share on the date of
exercise over the grant price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof. The
Committee's determination regarding the form of SAR payout shall be set
forth in the Award Agreement pertaining to the grant of the SAR.
7.7 TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each SAR Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant's employment or
directorship with the Company. Such
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provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement entered into with Participants,
need not be uniform among all SARs issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination.
7.8 NONTRANSFERABILITY OF SARS. Except as otherwise provided in a Participant's
Award Agreement, no SAR granted under the Plan may be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to
a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.
ARTICLE 8. RESTRICTED STOCK
8.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan,
the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Committee shall
determine.
8.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be evidenced
by a Restricted Stock Award Agreement that shall specify the Period(s) of
Restriction, the number of Shares of Restricted Stock granted, and such
other provisions as the Committee shall determine.
8.3 NONTRANSFERABILITY. Except as provided in this Article 8, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified
in the Restricted Stock Award Agreement, or upon earlier satisfaction of
any other conditions, as specified by the Committee in its sole discretion
and set forth in the Restricted Stock Award Agreement. All rights with
respect to the Restricted Stock granted to a Participant under the Plan
shall be available during his or her lifetime only to such Participant for
the Period of Restriction.
8.4 OTHER RESTRICTIONS. Subject to Article 10 herein, the Committee shall
impose such other conditions and/or restrictions on any Shares of
Restricted Stock granted pursuant to the Plan as it may deem advisable
including, without limitation, a requirement that Participants pay a
stipulated purchase price for each Share of Restricted Stock, restrictions
based upon the achievement of specific performance goals (Company-wide,
divisional, and/or individual), time-based restrictions on vesting
following the attainment of the performance goals, and/or restrictions
under applicable federal or state securities laws. The Company may retain
the certificates representing Shares of Restricted Stock in the Company's
possession until such time as all conditions and/or restrictions applicable
to such Shares have been satisfied.
Except as otherwise provided in this Article 8, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the applicable
Period of Restriction.
8.5 VOTING RIGHTS. Participants holding Shares of Restricted Stock granted
hereunder may be granted the right to exercise full voting rights with
respect to those Shares during the Period of Restriction.
8.6 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited or paid regular cash dividends with respect to such Shares or the
Committee may apply any restrictions to the payment of dividends that the
Committee deems appropriate. Without limiting the generality of the
preceding sentence, if the grant or vesting of Restricted Stock granted to
a Covered Employee is designed to comply with the requirements of the
Performance-Based Exception, the Committee may apply any
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restrictions it deems appropriate to the payment of dividends declared with
respect to such Restricted Stock, such that the dividends and/or the
Restricted Stock maintain eligibility for the Performance-Based Exception.
8.7 TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each Restricted Stock Award
Agreement shall set forth the extent to which the Participant shall have
the right to receive nonvested Restricted Stock following termination of
the Participant's employment or directorship with the Company. Such
provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Shares of Restricted Stock
issued pursuant to the Plan, and may reflect distinctions based on the
reasons for termination; provided, however that, except in the cases of
terminations connected with a Change in Control and terminations by reason
of death or Disability, the vesting of Shares of Restricted Stock which
qualify for the Performance-Based Exception and which are held by Covered
Employees shall occur at the time they otherwise would have, but for the
termination.
ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES
9.1 GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms of the Plan,
Performance Units, and/or Performance Shares may be granted to Participants
in such amounts and upon such terms, and at any time and from time to time,
as shall be determined by the Committee.
9.2 VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant.
Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the date of grant. The Committee shall set performance
goals in its discretion which, depending on the extent to which they are
met, will determine the number and/or value of Performance Units/Shares
that will be paid out to the Participant. For purposes of this Article 9,
the time period during which the performance goals must be met shall be
called a "Performance Period."
9.3 EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of this Plan,
after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number
and value of Performance Units/ Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent to which
the corresponding performance goals have been achieved.
9.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment of earned
Performance Units/Shares shall be made in a single lump sum following the
close of the applicable Performance Period. Subject to the terms of this
Plan, the Committee, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash or in Shares (or in a combination thereof)
which have an aggregate Fair Market Value equal to the value of the earned
Performance Units/ Shares at the close of the applicable Performance
Period. Such Shares may be granted subject to any restrictions deemed
appropriate by the Committee.
At the discretion of the Committee, Participants may be entitled to receive
any dividends declared with respect to Shares which have been earned in
connection with grants of Performance Shares which have been earned, but not
yet distributed to Participants.
9.5 TERMINATION OF EMPLOYMENT/DIRECTORSHIP DUE TO DEATH, DISABILITY OR
RETIREMENT. Unless determined otherwise by the Committee and set forth in
the Participant's Award Agreement, in the event the employment or
directorship of a Participant is terminated by reason of death, Disability,
or Retirement during a Performance Period, the Participant shall receive a
payout of the
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Performance Units/Shares which is prorated, as specified by the Committee
in its discretion. Payment of earned Performance Units/Shares shall be made
at a time specified by the Committee in its sole discretion and set forth
in the Participant's Award Agreement. Notwithstanding the foregoing, with
respect to Covered Employees who retire during a Performance Period,
payments shall be made at the same time as payments are made to
Participants who did not terminate employment during the applicable
Performance Period.
9.6 TERMINATION OF EMPLOYMENT/DIRECTORSHIP FOR OTHER REASONS. In the event that
a Participant's employment or directorship terminates for any reason other
than those reasons set forth in Section 9.5 herein, all Performance
Units/Shares shall be forfeited by the Participant to the Company unless
determined otherwise by the Committee, as set forth in the Participant's
Award Agreement.
9.7 NONTRANSFERABILITY. Except as otherwise provided in a Participant's Award
Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, except as otherwise provided
in a Participant's Award Agreement, a Participant's rights under the Plan
with respect to Performance Units/ Shares shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.
ARTICLE 10. PERFORMANCE MEASURES
Unless and until the Committee proposes for shareholder vote and
shareholders approve a change in the general performance measures set forth in
this Article 10, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Covered Employees which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used for purposes of such grants may be measured at the SCANA level, at a
subsidiary level, or at an operating unit level and shall be chosen from among:
Earnings per share; Return measures (including, but not limited to, return
on assets, equity, or sales); Cash flow return on investments which equals net
cash flow divided by owners equity;
Earnings before or after taxes;
Gross revenues; and Share price (including, but not limited to, growth
measures and total shareholder return).
The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the preestablished performance goals; provided, however,
that Awards which are designed to qualify for the Performance-Based Exception,
and which are held by a Covered Employee, may not be adjusted upward (the
Committee shall retain the discretion to adjust such Awards downward).
In the event that applicable tax and/or securities laws change to permit the
Committee discretion to alter the governing performance measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).
In the case of any Award which is granted subject to the condition that a
specified performance measure be achieved, no payment under such Award shall be
made prior to the time that the Committee certifies in writing that the
performance measure has been satisfied. For this purpose, approved minutes of
the Committee meeting at which the certification is made will be treated as a
written certification. No such certification is required, however, in the case
of an Award that is based solely on an increase in the value of a Share from the
date such Award was made.
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ARTICLE 11. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.
ARTICLE 12. DEFERRALS
The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock, or the satisfaction of any requirements or goals with respect to
Performance Units/Shares. If any such deferral election is required or
permitted, the Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.
ARTICLE 13. RIGHTS OF EMPLOYEES/DIRECTORS
13.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any way
the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ
of the Company.
13.2 PARTICIPATION. No Eligible Employee or Director shall have the right to be
selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.
ARTICLE 14. CHANGE IN CONTROL
14.1 OUTSTANDING AWARDS. Upon the occurrence of a Change in Control, any and all
Options and SARs granted hereunder shall become immediately exercisable,
and shall remain exercisable throughout their entire term; and any
restriction periods and restrictions imposed on Restricted Stock which are
not performance-based shall lapse. The treatment of any other Awards which
are performance-based shall be addressed in the Participant's Award
Agreement.
14.2 TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL PROVISIONS.
Notwithstanding any other provision of this Plan (but subject to the
limitations of Section 15.3 hereof) or any Award Agreement provision, the
provisions of this Article 14 and the "change in control" provisions of any
Award Agreement may not be terminated, amended, or modified on or after the
date of a Change in Control to affect adversely any Award theretofore
granted under the Plan without the prior written consent of the Participant
with respect to said Participant's outstanding Awards; provided, however,
the Committee may terminate, amend, or modify this Article 14 at any time
and from time to time prior to the date of a Change in Control.
14.3 POOLING OF INTERESTS ACCOUNTING. Notwithstanding any other provision of the
Plan to the contrary, in the event that the consummation of a Change in
Control is contingent on using pooling of interests accounting methodology,
the Committee may take any action necessary to preserve the use of pooling
of interests accounting.
ARTICLE 15. AMENDMENT, MODIFICATION, AND TERMINATION
15.1 AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms of the Plan,
the Committee may at any time and from time to time, alter, amend, suspend
or terminate the Plan in whole or in part for
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any purpose which the Committee deems appropriate; provided, however, no
amendment shall without shareholder approval (i) increase the total number
of Shares that may be issued under the Plan or the maximum awards
thereunder as set forth in Section 4.1 or (ii) modify the requirements as
to eligibility for benefits under the Plan.
15.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING
EVENTS. The Committee may make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of
the Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided
that, unless the Committee determines otherwise at the time such adjustment
is considered, no such adjustment shall be authorized to the extent that
such authority would be inconsistent with the Plan's meeting the
requirements of Section 162(m) of the Code, as from time to time amended.
15.3 AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of the Plan
to the contrary (but subject to Section 14.3 hereof), no termination,
amendment, or modification of the Plan shall adversely affect in any
material way any Award previously granted under the Plan, without the
written consent of the Participant holding such Award.
15.4 COMPLIANCE WITH CODE SECTION 162(M). At all times when Code Section 162(m)
is applicable, all Awards granted under this Plan to Covered Employees
shall comply with the requirements of Code Section 162(m); provided,
however, that in the event the Committee determines that such compliance is
not desired with respect to any Award or Awards available for grant under
the Plan, then compliance with Code Section 162(m) will not be required. In
addition, in the event that changes are made to Code Section 162(m) to
permit greater flexibility with respect to any Award or Awards available
under the Plan, the Committee may, subject to this Article 15, make any
adjustments it deems appropriate.
ARTICLE 16. WITHHOLDING
16.1 TAX WITHHOLDING. The Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable
event arising as a result of this Plan.
16.2 SHARE WITHHOLDING. With respect to withholding required upon the exercise
of Options or SARs, upon the lapse of restrictions on Restricted Stock, or
upon any other taxable event arising as a result of Awards granted
hereunder, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having SCANA withhold Shares having a Fair Market Value on the date the tax
is to be determined equal to the minimum statutory total tax which could be
imposed on the transaction. All such elections shall be irrevocable, made
in writing, and signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion,
deems appropriate.
ARTICLE 17. INDEMNIFICATION
Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by SCANA against and from any
loss, cost, liability, or
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expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof, with SCANA's approval,
or paid by him or her in satisfaction of any judgment in any such action, suit
or proceeding against him or her, provided he or she shall give SCANA an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under SCANA's Articles of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that SCANA may have to
indemnify them or hold them harmless.
ARTICLE 18. SUCCESSORS
All obligations of SCANA under the Plan with respect to Awards granted
hereunder shall be binding on any successor to SCANA.
ARTICLE 19. LEGAL CONSTRUCTION
19.1 GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural
shall include the singular and the singular shall include the plural.
19.2 SEVERABILITY. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
19.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
19.4 SECURITIES LAW COMPLIANCE. With respect to officers and directors of the
Company subject to Section 16 of the Exchange Act, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the Exchange Act. To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Committee.
19.5 GOVERNING LAW. To the extent not preempted by federal law, the Plan, and
all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of South Carolina.
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[SCANA LOGO]
