As filed with the Securities and Exchange Commission on
February 28, 2000
File No. 70-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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APPLICATION-DECLARATION
ON FORM U-1
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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SCANA CORPORATION
SCANA SERVICES, INC.
1426 Main Street
Columbia, South Carolina 29201
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(Name of companies filing this statement and
address of principal executive offices)
SCANA CORPORATION
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(Name of top registered holding company parent)
Kevin B. Marsh
H. Thomas Arthur
SCANA CORPORATION
1426 Main Street
Columbia, South Carolina 29201
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(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
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1 f/k/a SCANA Service Company.
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
SCANA Corporation, a South Carolina corporation ("SCANA") and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), and SCANA Services, Inc., a South Carolina service company ("SCANA
Services" and, together with SCANA, the "Applicants"), hereby apply for the
approval of the Securities and Exchange Commission (the "Commission") under
Sections 6(a), 7 and 12(e) of the Act and Rules 62(d) and 65 thereunder for: (i)
the granting of awards of Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance Shares and Performance Units (collectively, the "Awards")
under its Long-Term Equity Compensation Plan (the "Plan"), (ii) the issuance of
up to five million shares of its no par value common stock (the "Common Stock")
over the period beginning with the effective date of an order issued pursuant to
this filing and continuing for a period of three (3) years from the date of such
order, in connection with such Awards and (iii) the solicitation of proxies with
respect to the Plan at SCANA's 2000 Annual Meeting of Shareholders. The maximum
aggregate number of shares of Common Stock to be issued under the Plan is five
million shares.
On February 9, 2000, SCANA received approval from the Commission to acquire
the outstanding voting securities of Public Service Company of North Carolina,
Incorporated ("PSNC") in a merger transaction (HCAR No. 35-27133). SCANA and
PSNC completed their merger effective at the close of business on February 10,
2000 and SCANA registered as a public utility holding company under the Act on
February 11, 2000. In connection with such registration under the Act, SCANA
received approval from the Commission on February 14, 2000 for certain financing
transactions, including the issuance of up to 10 million shares of Common Stock
under SCANA's direct stock purchase and dividend reinvestment plan, certain
incentive compensation plans and certain other employee benefit plans (HCAR No.
35-27137). Upon approval of the Plan discussed herein, SCANA will be authorized
to issue up to 15 million shares under its various plans.
Subject to shareholder and regulatory approvals, SCANA has adopted the Plan
and intends to submit the Plan to shareholders for approval at its 2000 Annual
Meeting of Shareholders scheduled for April 27, 2000.
A. Authorization to Grant Awards Pursuant to the Plan
The purpose of the Plan is to optimize the profitability and growth of
SCANA through long-term incentives which are consistent with SCANA'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. In addition,
the Plan is intended to provide flexibility to SCANA in its ability to motivate,
attract, and retain the services of participants who make significant
contributions to SCANA's success and to allow participants to share in the
success of SCANA.
The Plan will be administered by a committee of SCANA's Board of Directors
that is comprised entirely of directors who satisfy the "outside director"
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code") and who are "Non-Employee
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Directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934,
as amended, (the "Committee"), except that the full Board of Directors will
administer the Plan with respect to Awards granted to directors. The Committee
will have the authority to delegate administrative duties to officers or
directors of SCANA.
The maximum five million shares reserved for issuance to participants under
the Plan is subject to appropriate adjustment by the Committee to prevent
dilution or enlargement of participants' rights under the Plan.
The following Awards may be granted under the Plan. No grant will be
exercisable or payable before approval of SCANA stockholders and the Commission
hereunder have been obtained and all grants made prior to said approvals will be
contingent upon such approvals.
(i) Stock Options. Stock Options under the Plan are rights to purchase
shares of Common Stock at a specified price during a prescribed period. The
exercise price for Common Stock will be at least the fair market value at the
date of the grant. 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 300,000 shares.
(ii) Stock Appreciation Rights ("SARs"). SARs under the Plan are divided
into "freestanding" SARs and "tandem" SARs. Freestanding SARs will have a grant
price equal to the fair market value of Common Stock on the date of grant of
such SAR. Tandem SARs will have a grant price equal to the option price of the
related option and may be exercised for all or part of the Common Stock subject
to the related option upon the surrender of the right to exercise the equivalent
portion of the related option. At the discretion of the Committee, the payment
upon SAR exercise may be in cash, in Common Stock of equivalent value, or in
some combination thereof. The maximum aggregate number of shares that may be
granted in the form of SARs, pursuant to any Award granted in any one fiscal
year to any one single participant shall be 300,000 shares.
(iii) Restricted Stock. Restricted Stock under the Plan is Common Stock
that is issued to a participant subject to a condition that the participant
continue as an employee or a member of SCANA's Board of Directors, as
applicable, for a specified period of time and/or satisfy other applicable
conditions or performance requirements. The maximum aggregate number of shares
that may be granted in the form of Restricted Stock, pursuant to any Award
granted in any one fiscal year to any one single participant shall be 150,000
shares. The aggregate maximum number of shares that may be granted in the form
of Restricted Stock under the Plan is one million.
(iv) Performance Shares. Performance Shares are rights to receive shares of
Common Stock or an equivalent amount of cash, contingent upon the achievement of
specified performance goals determined by the Committee. The maximum aggregate
number of shares that may be granted in the form of Performance Shares, pursuant
to any Award granted in any one fiscal year to any one single participant shall
be 200,000 shares.
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(v) Performance Units. Performance Units are rights to receive cash or
other property of equivalent value including shares of Common Stock, contingent
upon the achievement of specified performance goals determined by the Committee.
The maximum aggregate payment with respect to Performance Units pursuant to any
Award granted in any one fiscal year to any one single participant shall be
equal to the value of $1,000,000.
The term of any Stock Option or SAR granted in tandem therewith may not
exceed ten years from the grant date. In the event of a change in control of
SCANA, any outstanding Stock Options and SARs become immediately exercisable and
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 Awards which are performance-based will be addressed
in the participants' related Award agreement. 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; 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 or
(ii) modify the requirements as to eligibility for benefits under the Plan.
The Plan is designed to comply with limits imposed by the Code on the
ability of a public company to claim tax deductions for compensation paid to
certain highly compensated executives. Section 162(m) of the Code generally
denies a federal income tax deduction for annual compensation exceeding
$1,000,000 paid to the Chief Executive Officer and the four other most highly
compensated officers of a public company. Certain types of compensation,
including some performance-based compensation, are generally excluded from this
deduction limit. While SCANA believes compensation payable pursuant to the Plan
will be deductible for federal income tax purposes under most circumstances,
compensation not qualified under Section 162(m) of the Code may be payable under
certain circumstances.
A more complete description of the provisions of the Plan is included in
SCANA's draft proxy statement (incorporated by reference as Exhibit H-1 hereto)
to which the Plan is attached as Appendix A. A draft of SCANA's Form S-8
Registration Statement relating to the Plan is incorporated by reference as
Exhibit C-1 hereto.
B. Authorization to Issue Shares of Common Stock Under the Plan
SCANA anticipates that the Awards to be granted under the Plan could result
in the issuance of up to five million shares of Common Stock. SCANA intends to
file a registration statement with the Commission for the purpose of registering
the shares of Common Stock to be issued pursuant to the Plan under the
Securities Act of 1933, as amended (the "1933 Act"). SCANA hereby requests
authorization for the issuance of up to five million shares of Common Stock in
connection with Awards to be granted under the Plan.
C. Solicitation of Proxies
SCANA intends to submit the Plan to the holders of its outstanding Common
Stock for consideration and action at the Annual Meeting to be held April 27,
2000. Drafts of the notice
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and proxy statement to be mailed to SCANA's shareholders in connection with the
Annual Meeting are included herewith as Exhibit H-1. The Applicants will mail
the proxy materials to SCANA common shareholders on or about March 17, 2000.
Accordingly, in order to accommodate this schedule and to permit sufficient time
for advance preparation and printing, the Applicants request that the Commission
issue an order by not later than March 9, 2000 permitting the Applicants to
solicit proxies with respect to the Plan.
D. Involvement of SCANA and its Affiliates with Exempt
Wholesale Generators and Foreign Utility Companies
The proposed transactions may be subject to Rules 53 and 54 under the Act.
Neither SCANA nor any subsidiary thereof presently has, or as a consequence of
the proposed transactions will have, an interest in any exempt wholesale
generator ("EWG") or foreign utility company ("FUCO"), as those terms are
defined in Sections 32 and 33 of the Act, respectively. None of the proceeds
from the proposed transactions will be used to acquire any securities of, or any
interest in, an EWG or FUCO. Moreover, neither SCANA nor any of its subsidiaries
is, or as a consequence of the proposed transactions will become, a party to,
and such entities do not and will not have any rights under, a service, sales or
construction contract with any affiliated EWGs or FUCOs except in accordance
with the rules and regulations promulgated by the Commission with respect
thereto. Consequently, all applicable requirements of Rule 53(a)-(c) under the
Act are satisfied as required by Rule 54 under the Act.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of the Applicants are expected to be
paid or incurred, directly or indirectly, in connection with the transactions
described above are estimated as follows:
Commission filing fee relating to
Application-Declaration .............................. $*
Other filing fees .............................. $*
Legal fees .............................. $*
Exchanging, printing and engraving
of stock certificates .............................. $*
Miscellaneous .............................. $*
Total .............................. $*
* To Be Filed By Amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6 and 7 of the Act are deemed to be applicable to the proposed
issuance of Common Stock. Section 12(e) of the Act and Rules 62(d) and 65
thereunder are deemed applicable to the solicitation of proxies for the Annual
Meeting of Shareholders.
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To the extent that the proposed transaction is considered by the Commission
to require authorization, approval or exemption under any section of the Act or
provision of rules or regulations other than those specifically referred to
herein, request for such authorization, approval or exemption is hereby made.
ITEM 4. REGULATORY APPROVALS
No state or federal commission other than the Commission has jurisdiction
with respect to any of the proposed transactions described in this
Application-Declaration.
ITEM 5. PROCEDURE
Pursuant to the provisions of Rule 62, the Applicants request that the
Commission issue an Order permitting this Application-Declaration to become
effective on or before March 9, 2000, with respect to the solicitation of
proxies from the holders of SCANA Common Stock, in order to allow sufficient
time for the preparation, printing and timely mailing of proxy solicitation
materials for SCANA's upcoming Annual Meeting of Shareholders. The Commission is
requested to issue another Order permitting the Application-Declaration to
become effective on or before April 4, 2000, with respect to the issuance or
acquisition in the open market of SCANA's Common Stock pursuant to Awards made
under the Plan.
The Applicants hereby request that there be no hearing on this
Application-Declaration. The Commission is respectfully requested to issue and
publish the requisite notice under Rule 23 with respect to the filing of this
Application-Declaration as soon as possible. A Form of Notice is filed herewith
as Exhibit H-2.
The Applicants respectfully request that appropriate and timely action be
taken by the Commission in this matter. No recommended decision by a hearing
officer or other responsible officer of the Commission is necessary or required
in this matter. The Division of Investment Management of the Commission may
assist in the preparation of the Commission's decision in this matter. There
should be no thirty-day waiting period between the issuance and effective date
of any order issued by the Commission in this matter, and it is respectfully
requested that any such order be made effective immediately upon the entry
thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit
A-1 Restated Articles of Incorporation of SCANA as adopted on
April 26, 1989 (Filed with the Commission as Exhibit 3-A to
Registration Statement No. 33-49145 and incorporated by
reference herein).
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A-2 Articles of Amendment of SCANA, dated April 27, 1995 (Filed
with the Commission as Exhibit 4-B to Registration Statement
No. 33- 62421 and incorporated by reference herein).
A-3 SCANA Long-Term Equity Compensation Plan (included as
Appendix A to the draft Proxy Statement included in Exhibit
H-1).
C-1 Draft of Form S-8 Registration Statement relating to SCANA's
issuance of Common Stock under the Plan.
F-1 Opinion of Counsel (To be Filed by Amendment).
F-2 "Past Tense" Opinion of Counsel (To be Filed by Amendment).
G-1 Financial Data Schedule.
H-1 Draft form of notice and Proxy Statement proposed to be
furnished by SCANA to holders of its Common Stock with
respect to the solicitation of proxies.
H-2 Proposed Form of Notice.
b) Financial Statements
No. Description of Financial Statements
FS-1 SCANA's Actual Consolidated Condensed Balance Sheet as of
September 30, 1999 (Filed with the Commission with SCANA's
10-Q for the period ended September 30, 1999 and
incorporated by reference herein).
FS-2 SCANA's Unaudited Pro Forma Condensed Consolidated Balance
Sheets.
FS-3 SCANA's Actual Consolidated Condensed Statement of Earnings
for the nine months ended September 30, 1999 (Filed with the
Commission with SCANA's 10-Q for the period ended September
30, 1999 and incorporated by reference herein).
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FS-4 SCANA's Unaudited Pro Forma Consolidated Condensed Statement
of Earnings.
FS-5 Notes to SCANA's Unaudited Pro Forma Condensed Consolidated
Financial Statements.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
None of the matters that are the subject of this Application-Declaration
involve a "major federal action" nor do they "significantly affect the quality
of the human environment" as those terms are used in Section 102(2)(C) of the
National Environmental Policy Act. None of the proposed transactions that are
the subject of this Application-Declaration will result in changes in the
operation of the Applicants that will have an impact on the environment. The
Applicants are not aware of any federal agency which has prepared or is
preparing an environmental impact statement with respect to the transactions
proposed herein.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Applicants have duly caused this Application-Declaration to be signed
on their behalf by the undersigned thereunto duly authorized.
Dated: February 28, 2000
SCANA CORPORATION
By:/s/ H. Thomas Arthur
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Name: H. Thomas Arthur
Title: Senior Vice President and
General Counsel
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DRAFT
Long-Term Equity Compensation Plan
SCANA Corporation
January 2000
This material is intended to
aid in the implementation
of the Plan by providing
an initial draft for review
by representatives of
SCANA Corporation
Company and its legal
counsel.
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Contents
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Article 1. Establishment, Objectives, and Duration 1
Article 2. Definitions 1
Article 3. Administration 5
Article 4. Shares Subject to the Plan and Maximum Awards 5
Article 5. Eligibility and Participation 7
Article 6. Stock Options 7
Article 7. Stock Appreciation Rights 8
Article 8. Restricted Stock 10
Article 9. Performance Units and Performance Shares 11
Article 10. Performance Measures 12
Article 11. Beneficiary Designation 13
Article 12. Deferrals 13
Article 13. Rights of Employees/Directors 13
Article 14. Change in Control 14
Article 15. Amendment, Modification, and Termination 14
Article 16. Withholding 15
Article 17. Indemnification 15
Article 18. Successors 15
Article 19. Legal Construction 16
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SCANA Corporation Long-Term Equity Compensation Plan
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.
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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, 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".
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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.
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.
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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.
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(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 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.
6
<PAGE>
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 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).
7
<PAGE>
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.
(b) Nonqualified Stock Options. Except as otherwise provided in a
Participant's 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.
8
<PAGE>
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 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.
9
<PAGE>
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 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.
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<PAGE>
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 Performance
Units/Shares which is prorated, as specified by the Committee in its discretion.
Payment
11
<PAGE>
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:
(a) Earnings per share;
(b) Return measures (including, but not limited to, return on assets,
equity, or sales);
(c) Cash flow return on investments which equals net cash flow divided by
owners equity;
(d) Earnings before or after taxes;
(e) Gross revenues; and
(f) 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
12
<PAGE>
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.
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.
13
<PAGE>
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 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.
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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 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.
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<PAGE>
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.
DRAFT
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
57-0784499
- --------------------------------------------------------------------------------
(I.R.S. employer identification number)
1426 Main Street, Columbia, South Carolina 29201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
SCANA Corporation Long-Term Equity Compensation Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
H. Thomas Arthur
Senior Vice President, General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(803) 217-8547
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair Law Firm, P.A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered (1) per share (2) price (2) fee (2)
<S> <C> <C> <C> <C>
Common Stock
no par value 5,000,000 $ $ $
</TABLE>
(1) Together with an indeterminable number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such plan as the result of any future stock split, stock dividend or
similar adjustment of the registrant's common stock.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee
based on the average of the high and low prices for the Common Stock of
SCANA Corporation (the "Company") as reported on the New York Stock
Exchange, Inc. Composite Transactions Reporting System on , 2000.
2
<PAGE>
Part II
Item 3. Incorporation of Documents by Reference
This Registration Statement on Form S-8 hereby incorporates the following
documents which are not presented herein:
1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1999, as amended.
2) The Registration Statement for Common Stock of the Company under
the Exchange Act on Form 8-B dated November 7, 1984, as amended
May 26, 1995.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At , 2000, H. Thomas Arthur, Esquire, who is Senior Vice President,
General Counsel and Assistant Secretary, and a full-time employee of the
Company, owned beneficially shares of the Company's Common Stock, including
shares acquired by the trustee under the Company's Stock Purchase Savings Plan
by use of contributions made by Mr. Arthur and earnings thereon, and including
shares purchased by the trustee by use of Company contributions and earnings
thereon.
3
<PAGE>
Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 and the Registrant's
By-Laws provide for indemnification of the Registrant's directors and officers
in a variety of circumstances, which may include indemnification for liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). Under
Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina Business
Corporation Act of 1988, as amended, a South Carolina corporation is authorized
generally to indemnify its directors and officers in civil or criminal actions
if they acted in good faith and reasonably believed their conduct to be in the
best interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The Registrant's
By-Laws require indemnification of directors and officers with respect to
expenses actually and necessarily incurred by them in connection with the
defense or settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in relation to
matters as to which they shall be adjudged to be liable for willful misconduct
in the performance of duty and to such matters as shall be settled by agreement
predicated on the existence of such liability. In addition, the Registrant
carries insurance on behalf of directors, officers, employees or agents that may
cover liabilities under the Securities Act. Finally, as permitted by Section
33-2-102 of the South Carolina Business Corporation Act of 1988, the
Registrant's Restated Articles of Incorporation provide that no director of the
Company shall be liable to the Company or its shareholders for monetary damages
for breach of his fiduciary duty as a director occurring after April 26, 1989,
except for (i) any breach of the director's duty of loyalty to the Registrant or
its shareholders, (ii) acts or omissions not in good faith or which involve
gross negligence, intentional misconduct or a knowing violation of law, (iii)
certain unlawful distributions or (iv) any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration Statement are listed
in the Exhibit Index following the signature pages. Certain of such exhibits
which have heretofore been filed with the Securities and Exchange Commission and
which are designated by reference to their exhibit numbers in prior filings are
hereby incorporated herein by reference and made a part hereof.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(C) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that clauses (1)(A) and (1)(B) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4
<PAGE>
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of South Carolina, on this th
day of 2000.
(REGISTRANT) SCANA Corporation
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board, Chief
Executive Officer, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
(i) Principal executive officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board, Chief
Executive Officer, President and Director
Date: , 2000
(ii) Principal financial and accounting officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President-Finance, Chief
Financial Officer and Controller
Date: , 2000
(iii) Other Directors:
* B. L. Amick, J. A. Bennett, W. B. Bookhart, Jr., W. C. Burkhardt; H. M.
Chapman, E. T. Freeman, L. M. Gressette, Jr., D. M. Hagood, W. Hayne Hipp, L. M.
Miller, J. B. Rhodes, M. K. Sloan, H. L. Stowe; G. S. York; C. E. Zeigler, Jr.
* Signed on behalf of each of these persons:
s/K. B. Marsh
K. B. Marsh
(Attorney-in-Fact)
Directors who did not sign:
None
6
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
- -------------- -----------------------------------------------------------------
4.01 Restated Articles of Incorporation of SCANA as adopted on April
26, 1989 (Filed as Exhibit 3-A to Registration Statement No.
33-49145)
4.02 Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
Exhibit 4-B to Registration Statement No. 33-62421)
4.03 By-Laws of SCANA as revised and amended through , 2000
(Filed herewith on page )
4.04 SCANA Corporation Long-Term Equity Compensation Plan (Filed
herewith on page )
5.01 Opinion Re Legality (Filed herewith on page )
15.01 Letter re unaudited interim financial information
Not Applicable
23.01 Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith on page )
(b) Consent of H. Thomas Arthur (Included in his opinion in
Exhibit 5.01)
24.01 Power of Attorney (Filed herewith on page )
99.01 Additional Exhibits
Not Applicable
7
<PAGE>
SCANA CORPORATION
LONG-TERM EQUITY COMPENSATION PLAN
8
<PAGE>
Exhibit 5.01
, 2000
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
Dear Sirs:
SCANA Corporation (the "Company") proposes to file with the Securities and
Exchange Commission a Registration Statement on Form S-8 for the registration
under the Securities Act of 1933 of 5,000,000 shares of its common stock without
par value (the "Stock") that may be issued under the Company's Stock Long-Term
Equity Plan (the "Plan").
I have participated in the preparation of the aforesaid Registration
Statement and am familiar with all other proceedings of the Company in
connection with the Plan and the proposed issuance of the Stock thereunder. I
have also made such further investigation as I have deemed pertinent and
necessary as a basis for this opinion.
Based upon the foregoing, I advise you that, upon (a) the aforesaid
Registration Statement becoming effective; (b) issuance of the Stock in
accordance with the terms of the Plan; (c) the due execution, registration and
countersignature of the certificates for the Stock; and (d) the delivery of the
Stock to the purchasers thereof against receipt of the purchase price therefor;
in my opinion the Stock will have been duly authorized and legally and validly
issued and will be fully paid and nonassessable.
I hereby consent to the use of this opinion in connection with the
aforesaid Registration Statement.
Very truly yours,
s/H. Thomas Arthur
H. Thomas Arthur
Senior Vice President, General Counsel
and Assistant Secretary
9
<PAGE>
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of SCANA Corporation on Form S-8 of our report dated February 10, 2000,
appearing in the Annual Report on Form 10-K of SCANA Corporation for the year
ended December 31, 1999.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
, 2000
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
Each of the undersigned directors of SCANA Corporation (the "Company"),
hereby appoint W. B. Timmerman, Kevin B. Marsh and H. Thomas Arthur, and each of
them severally, his or her true and lawful attorney or attorney's, with the
power to act with or without the other, and with full power of substitution and
re-substitution, to execute in his or her name, place and stead in his or her
capacity as director of the Company and to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a registration
statement on Form S-8 and any and all amendments thereto with respect to the
issuance of 5,000,000 shares of the Company's common stock pursuant to the
Company's Long-Term Equity Compensation Plan.
Dated: February 22, 2000
Columbia, South Carolina
s/B. L. Amick s/W. H. Hipp
- ----------------------- ----------------------
B. L. Amick W. H. Hipp
Director Director
s/J. A. Bennett s/L. M. Miller
- ----------------------- --------------
J. A. Bennett L. M. Miller
Director Director
s/W. B. Bookhart, Jr. s/J. B. Rhodes
- ----------------------- --------------
W. B. Bookhart, Jr. J. B. Rhodes
Director Director
s/W. C. Burkhardt s/M. K. Sloan
- ----------------------- ------------------
W. C. Burkhardt M. K. Sloan
Director Director
s/H. M. Chapman s/H. C. Stowe
- ----------------------- -------------
H. M. Chapman H. C. Stowe
Director Director
s/E. T. Freeman s/W. B. Timmerman
- ----------------------- -----------------
E. T. Freeman H. C. Stowe
Director Director
s/L. M. Gressette, Jr. s/G. S. York
- ----------------------- ------------
L. M. Gressette, Jr. G. S. York
Director Director
s/D. M. Hagood s/C. E. Zeigler, Jr.
- ----------------------- ---------------------
D. M. Hagood C. E. Zeigler, Jr.
Director Director
11
<PAGE>
SCANA CORPORATION
1426 Main Street
Columbia, South Carolina 29201
, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We are submitting for filing pursuant to the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 to register 5,000,000 shares of
SCANA Corporation's common stock, no par value, to be issued pursuant to the
SCANA Corporation Long-Term Equity Compensation Plan. The Company has sent by
wire transfer to the U. S. Treasury Department the sum of $ in payment of the
filing fee, computed in accordance with Rule 457(h) of the Securities Act of
1933, as amended.
Please call Mark Sparks at (803) 217-9257 if you have any questions
concerning this submission.
Sincerely,
s/M. R. Cannon
M. R. Cannon
Treasurer
/vaw
Enclosures
12
PROXY 2000
DRAFT 2/18/00
Your VOTE is important
SCANA Corporation Proxy Statement
SCANA
POWER FOR LIVING
2000 Notice of Annual Meeting
and Proxy Statement
<PAGE>
_________________________________________________SCANA
POWER FOR LIVING
March 17, 2000
To our 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, Research Triangle Park,
Raleigh-Durham, North Carolina.
o 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.
o You will find a Notice of Meeting on page 1 identifying five proposals for
your action.
o 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.
o If you plan to attend the meeting, please indicate on the enclosed proxy
card. An admission ticket including a map and parking details will be
mailed to you.
o 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.
o 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,
William B. Timmerman
Chairman of the Board,
President and Chief Executive Officer
2
<PAGE>
Table of Contents Page
CHAIRMAN'S LETTER TO SHAREHOLDERS..........................................
NOTICE OF ANNUAL MEETING................................................... 1
VOTING PROCEDURES.......................................................... 2
DIRECTOR COMPENSATION...................................................... 3
BOARD MEETINGS - COMMITTEES OF THE BOARD................................... 4
Compensation Committee Interlocks and Insider Participation................ 6
ELECTION OF DIRECTORS -ITEMS 1, 2 AND 3.................................... 7
ITEM 1--- NomineeS for CLASS I DIRECTORS.............................
ITEM 2--- NomineeS for CLASS II DIRECTORS............................
ITEM 3-- Nominee for CLASS III DIRECTOR ............................
CONTINUING DIRECTORS.......................................................
SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS..............
FIVE PERCENT OWNER OF SCANA COMMON STOCK...................................
EXECUTIVE COMPENSATION.....................................................
Summary Compensation Information.....................................
Long-Term Incentive Plan Award Opportunities.........................
Defined Benefit Plans................................................
Termination, Severance and Change In Control Arrangements............
Report on Executive Compensation...........................................
Performance Graph..........................................................
ITEM 4--APPROVAL OF SCANA Long-Term Equity Compensation Plan...............
ITEM 5--APPROVAL OF APPOINTMENT OF AUDITORS................................
OTHER INFORMATION..........................................................
Section 16(a) Beneficial Ownership Reporting Compliance..............
Shareholder Proposals and Recommendations for a Director Nominee.....
Expenses of Solicitation.............................................
Tickets to the Annual Meeting........................................
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 addresss 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.
3
<PAGE>
Notice of Annual Meeting SCANA LOGO
________________________________________________________________________________
Meeting Date: Thursday, April 27, 2000
Meeting Time: 10:00 A.M., Eastern Daylight Savings Time
Meeting Place: Sheraton Imperial Hotel and Convention Center
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
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
Admission will be by ticket only. See page ___.
By Order of the Board of Directors
Lynn M. Williams
Corporate Secretary
PLEASE SIGN, DATE AND MAIL YOUR PROXY TODAY
IN THE ENVELOPE ENCLOSED
4
<PAGE>
VOTING PROCEDURES
________________________________________________________________________________
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. Your prompt vote may save SCANA the
expense of a second mailing.
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 summary instructions below and those 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 beneficially by you,
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, as 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
_________ shares outstanding and entitled to vote at the Annual Meeting. Each
share is entitled to one vote on each proposal at the Annual Meeting.
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
Items 1, 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 four 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
Item 5-Approval of Appointment of Auditors
The affirmative vote of a majority of the shares represented at the meeting
is required to approve the appointment of Deloitte & Touche, LLP. Abstentions
and broker "non-votes" will have the same effect as a no vote.
5
<PAGE>
Other Business
The Board knows of no other matters to be presented for meeting, the
persons named in the accompanying proxy card shareholder action at the meeting.
intend to vote the shares represented by them in accordance If other matters are
properly brought before the with their best judgment.
DIRECTOR COMPENSATION
________________________________________________________________________________
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:
o an annual retainer of $19,400 (41% of the annual retainer fee is paid
in shares of SCANA Common Stock);
o a fee of $2,000 for each board meeting attended;
o 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);
o a fee of $200 for participation in a telephone conference meeting;
o a fee of $1,000 for attendance at an all-day conference; and
o 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 of ___________. 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.
6
<PAGE>
Other
As a Company retiree, Mr. Gressette receives a monthly benefit monthly benefit
of $28,380 under the Retirement Plan and a SERP of $9,488 under the Key Employee
Retention Plan described on as described on page _____. page _____ and a
7
<PAGE>
BOARD MEETINGS - COMMITTEES OF THE BOARD
________________________________________________________________________________
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>
<S> <C> <C>
- --------------------------------------- -------------------------------------------------------------- --------------------------
NAME OF COMMITTEE AND MEMBERS FUNCTIONS NUMBER OF MEETINGS IN
OF THE COMMITTEE 1999
- --------------------------------------- -------------------------------------------------------------- --------------------------
EXECUTIVE COMMITTEE o provides counsel to the Chief Executive Officer 9 Meetings
o reviews management's long-range strategic plans, goals
L. M. Gressette, Jr., Chairman and objectives
B. L. Amick o reviews budgets, financial plans, plans for debt
H. M. Chapman financing and the financing of acquisitions,
W. H. Hipp investments and capital expenditures of a major nature
L. M. Miller o reviews and recommends actions relating to dividends
M. K. Sloan o monitors advertising and philanthropic activities
o recommends levels of expenditures to the Board
o recommends the slate of director nominees to be
presented for election at each annual meeting
o recommends assignments of directors to serve on Board
Committees
- --------------------------------------- -------------------------------------------------------------- --------------------------
MANAGEMENT DEVELOPMENT AND CORPORATE o reviews the investment policies of SCANA's Retirement 5 Meetings
PERFORMANCE COMMITTEE Plan, selects its investment managers and monitors the
performance of such investment managers
H. M. Chapman, Chairman o recommends to the Board, persons to serve as officers
B. L. Amick of SCANA (and its subsidiaries)
W. B. Bookhart, Jr. o recommends to the Board, salary and compensation
J. B. Rhodes levels, including fringe benefits for officers and
M. K. Sloan directors of SCANA
H. C. Stowe o reviews SCANA's compensation plans
W. B. Timmerman* o provides direction regarding the operation of SCANA's
Retirement Plan and other employee welfare benefit plans
o reviews management's resources and development, and
recommends to the Board succession plans for senior
management
*Ex-officio, nonvoting member o reviews SCANA's active operating performance
o reviews SCANA's performance in regard to well-being of
employees, including safety, health and equality of
treatment
o reviews outside relationships, including those with
governments, other businesses and the community
o reviews the impact of regulations, litigation and any
public policy controversy that may affect SCANA
- --------------------------------------- -------------------------------------------------------------- --------------------------
8
<PAGE>
- --------------------------------------- ----------------------------------------------------------------- -----------------------
NUMBER OF MEETINGS IN
NAME OF COMMITTEE AND MEMBERS FUNCTIONS 1999
OF THE COMMITTEE
- --------------------------------------- ----------------------------------------------------------------- -----------------------
PERFORMANCE SHARE PLAN COMMITTEE o administers the SCANA Corporation Performance Share Plan This Committee
conducted its duties
H. M. Chapman, Chairman through Written
J. A. Bennett Consent Resolution.
W. B. Bookhart, Jr.
D. M. Hagood
L. M. Miller
M. K. Sloan
H. C. Stowe
- --------------------------------------- ----------------------------------------------------------------- -----------------------
AUDIT COMMITTEE o meets periodically with SCANA's internal auditors and 3 Meetings
independent public accountants to discuss and evaluate the
E. T. Freeman, Chairman scope and results of audits and SCANA's accounting
J. A. Bennett procedures and controls
D. M. Hagood o reviews SCANA's financial statements before submission to
W. H. Hipp the Board for approval, prior to dissemination to
H. C. Stowe shareholders, the public or regulatory agencies
o recommends to the Board (for appointment by the Board and
ratification by the shareholders) independent public
accountants to be used by SCANA
o maintains responsibility for SCANA's compliance program
- --------------------------------------- ----------------------------------------------------------------- -----------------------
NUCLEAR OVERSIGHT COMMITTEE o monitors SCANA's nuclear operations 4 Meetings
o meets periodically with SCANA management to discuss and
L. M. Miller, Chairman evaluate our nuclear operations, including regulatory
J. A. Bennett matters, operating results, training and other related
W. B. Bookhart, Jr. topics
E. T. Freeman o tours the V.C. Summer Nuclear Station plant and training
D. M. Hagood facilities at least once a year
J. B. Rhodes o reviews with the Institute of Nuclear Power Operations on
a periodic basis, their appraisal of SCANA's nuclear
operations
o periodically presents an independent report to the Board
on the status of SCANA's nuclear operations
- --------------------------------------- ----------------------------------------------------------------- -----------------------
</TABLE>
9
<PAGE>
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,
nonvoting 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 $818,000, 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 has entered into an agreement with Team Amick to be an associate
sponsor of a Busch Grand National racing car in 2000 for a total fee of
$250,000. Powertel will continue its primary sponsorship for 2000. SCANA's
agreement is subject to termination with 30 days written notice.
10
<PAGE>
ELECTION OF DIRECTORS - ITEMS 1, 2 AND 3
________________________________________________________________________________
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 in connection with
SCANA's acquisition of PSNC. 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 prior to the 2000 Annual Meeting and therefore, is retiring as a
Class II Director at the Annual Meeting.
The Board has nominated Mr. John L. Skolds, SCANA Executive for Electric
and 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 below and on the following pages concerning the
nominees and continuing directors has been furnished to SCANA by such persons.
Each director of SCANA is also a director of South Carolina Electric & Gas
Company, SCANA's principal subsidiary.
11
<PAGE>
ITEM 1 - NOMINEES FOR CLASS I DIRECTORS
TERM TO EXPIRE AT THE ANNUAL MEETING IN 2003
________________________________________________________________________________
James A. Bennett (Age 39) Director since 1997
_______ Shares: _______
| |
|_______|
Mr. Bennett has been Economic Development Director, First Citizens Bank in
Columbia, South Carolina, since February 10, 2000. From December 1998 until
February 2000 he was Senior Vice President and Director of Professional Banking.
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: _________
| |
|_______|
Mr. Burkhardt has been President and Chief Executive Officer of Austin Quality
Foods, Inc., a production and distribution company of food snacks for vending
machines, 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 also serves as a director of Capital Bank, Raleigh, North Carolina.
Lynne M. Miller (Age 48) Director since 1997
_______ Shares: _________
| |
|_______|
Ms. Miller has been Chief Executive Officer of Environmental Strategies
Corporation, an environmental consulting and engineering firm headquartered in
Reston, Virginia since February 1998. Prior to February 1998, Ms. Miller served
as President of Environmental Strategies Corporation for more than five years.
Ms. Miller also serves as a director of Adams National Bank, a subsidiary of
Abigail Adams National Bancorp, Inc.
Maceo K. Sloan (Age 50) Director since 1997
_______ Shares: _________
| |
|_______|
Mr. Sloan is Chairman, President and Chief Executive Officer of Sloan Financial
Group, Inc., a holding company, and Chairman, President and Chief Executive
Officer of NCM Capital Management Group, Inc., an investment company, both of
which are located in Durham, North Carolina. He has held these positions for
more than five years.
12
<PAGE>
William B. Timmerman (Age 53) Director since 1991
_______ Shares: _________
| |
|_______|
Mr. Timmerman has been Chairman of the Board and Chief Executive Officer since
March 1, 1997. He has been President since December 13, 1995. From August 21,
1996 until March 1, 1997, he was Chief Operating Officer of SCANA. From May 1,
1994 to December 13, 1995, he was Executive Vice President, Chief Financial
Officer and Controller of SCANA. Mr. Timmerman also serves as a director of
Powertel, Inc., ITC^DeltaCom, Inc. and The Liberty Corporation.
13
<PAGE>
ITEM 2 - NOMINEES FOR CLASS II DIRECTORS
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2001
________________________________________________________________________________
John L. Skolds (Age 49) Director Nominee
_______ Shares: _________
| |
|_______|
Mr. Skolds has been President and Chief Operating Officer of South Carolina
Electric & Gas Company since September 1996. From January 1995 to September
1996, he was Senior Vice President-Generation.
G. Smedes York (Age 59) Director since February 2000
_______ Shares: _________
| |
|_______|
Mr. York has been President and Treasurer of York Properties, Inc., a
full-service commercial and residential real estate company in Raleigh, North
Carolina since 1970. From 1984 until February 2000, Mr. York was a member of the
Board of Directors of PSNC.
14
<PAGE>
ITEM 3 - NOMINEE FOR CLASS III DIRECTOR
TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2002
________________________________________________________________________________
Charles E. Zeigler, Jr. (Age 53) Director since February 2000
_______ Shares: _________
| |
|_______|
Mr. Zeigler has been President and Chief Operating Officer of PSNC since
February 2000. From February 1993 until February 2000, he was Chairman,
President and Chief Executive Officer of PSNC. From 1988 until February 2000,
Mr. Zeigler was a member of the Board of Directors of PSNC.
15
<PAGE>
CONTINUING DIRECTORS
CLASS II DIRECTORS - TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2001
________________________________________________________________________________
William B. Bookhart, Jr. (Age 58) Director since 1979
_______ Shares: _________
| |
|_______|
Mr. Bookhart is a partner in Bookhart Farms, which operates a general 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: _________
| |
|_______|
Mrs. Freeman is Executive Director of ETV Endowment of South Carolina, Inc., a
non-profit organization located in Spartanburg, South Carolina. She has held
this position for more than five years. Mrs. Freeman also serves as a director
of the National Bank of South Carolina, a member bank of Synovus Financial
Corporation.
W. Hayne Hipp (Age 60) Director since 1983
_______ Shares: _________
| |
|_______|
Mr. Hipp is Chairman, President and Chief Executive Officer of The Liberty
Corporation, an insurance and broadcasting holding company headquartered in
Greenville, South Carolina. He has held these positions for more than five
years. Mr. Hipp also serves as a director of The Liberty Corporation and
Wachovia Corporation.
Harold C. Stowe (Age 53) Director since 1999
_______ Shares: _________
| |
|_______|
Mr. Stowe has been President and Chief Executive Officer of Canal Industries,
Inc., a forest products industry company in Conway, South Carolina, since March
1997. From 1996 to March 1997, he was Co-President of Canal Industries, Inc.
From 1991 to 1996, he was Executive Vice President of CSI Group, Inc., a
division of Canal Industries, Inc. He is a director of Canal Industries, Inc.,
and Ruddick Corporation.
16
<PAGE>
CONTINUING DIRECTORS
CLASS III DIRECTORS - TERMS TO EXPIRE AT THE ANNUAL MEETING IN 2002____
Bill L. Amick (Age 56) Director since 1990
_______ Shares: _________
| |
|_______|
Mr. Amick is Chairman of the Board and Chief Executive Officer of Amick Farms,
Inc., Amick Processing, Inc. and Amick Broilers, Inc. vertically integrated
broiler operations in Batesburg, South Carolina. He has held these positions for
more than five years. Mr. Amick also serves as a director of Blue Cross and Blue
Shield of South Carolina.
Hugh M. Chapman (Age 67) Director since 1988
_______ Shares: _________
| |
|_______|
Mr. Chapman retired on June 30, 1997 from NationsBank South of Atlanta, Georgia,
a division of NationsBank Corporation of Charlotte, North Carolina. Previously,
he served as Chairman of NationsBank South for more than five years. Mr. Chapman
also serves as a director of West Point-Stevens, Inc., PrintPack, Inc. and
Williams Companies, Inc.
Lawrence M. Gressette, Jr. (Age 68) Director since 1987
_______ Shares: _________
| |
|_______|
Mr. Gressette has been Chairman Emeritus of SCANA since his retirement in
February 1997. From February 1, 1990 until his retirement, he was Chairman and
Chief Executive Officer of SCANA and all of its subsidiaries.
D. Maybank Hagood (Age 38) Director since 1999
_______ Shares: _________
| |
|_______|
Mr. Hagood is President and Chief Executive Officer of William M. Bird and
Company, Inc., a wholesale distributor of floor covering materials located in
Charleston, South Carolina. He has held this position for more than five years.
17
<PAGE>
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 (___ persons) beneficially
owned, in the aggregate, _______ shares of SCANA Common Stock (approximately
____% of the shares outstanding).
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 ____.
Amount and
Nature of
Beneficial
Ownership of
SCANA
Name Common Stock* (1)(2)
- --------------------------------------------------------------------------------
B. L. Amick ..................................... ________
J. A. Bennett...................................... ________
W. B. Bookhart, Jr................................. ________
G. J. Bullwinkel, Jr............................... ________
W. C. Burkhardt.................................... ________
H. M. Chapman...................................... ________
E. T. Freeman...................................... ________
A. H. Gibbes ..................................... ________
L. M. Gressette, Jr................................ ________
D. M. Hagood....................................... ________
W. H Hipp.......................................... ________
K. B. Marsh........................................ ________
L. M. Miller....................................... ________
J. B. Rhodes ..................................... ________
J. L. Skolds....................................... ________
M. K. Sloan ..................................... ________
H. C. Stowe ...................................... ________
W. B. Timmerman.................................... ________
G. S. York......................................... ________
C. E. Zeigler, Jr.................................. ________
________________________________________________________________________________
*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,
(1) Includes nominee or named executive officers, as follows: Mr. Amick-_____;
Mr. Bookhart-_____; Mr. Gibbes-_____; Mr. Gressette-_____; Mr. Zeigler
______; and by all directors, nominees and executive officers ____ in
total.
(2) Includes shares purchased through January 31, 2000, by the Trustee under
SCANA's Stock Purchase Savings Plan.
Five Percent Owner of SCANA Common Stock_______________________________
18
<PAGE>
First Union Corporation, Post Office Box 1329, Greenville, South Carolina
29602, notified SCANA that it beneficially owned _______ shares of SCANA Common
Stock on December 31, 1999. This represented ______ % of outstanding shares of
SCANA Common Stock on that date.
First Union has sole power to vote _____ of such shares, shared power to
vote _____ of such shares, sole power to dispose or direct the disposition of
______ of such shares and shared power to dispose or to direct the disposition
of ____ of such shares.
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.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term
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 0 17,212 0 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 0 16,232 0 19,840
SCANA Group Executive - 1998 305,123 163,399 14,099 0 18,201
Electric Group; President 1997 277,132 161,677 5,777 70,283 16,628
and Chief Operating Officer -
South Carolina Electric
and Gas Company
A. H. Gibbes 1999 300,161 0 18,471 0 18,010
SCANA Group Executive - 1998 283,812 124,302 20,585 0 16,618
Gas Group; President- 1997 246,308 149,406 7,247 52,874 14,455
South Carolina
Pipeline Corporation
K. B. Marsh 1999 241,354 0 10,337 0 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 0 14,172 0 14,398
Senior Vice President, 1998 229,152 99,372 11,726 0 13,706
Governmental Affairs and 1997 219,273 92,796 7,776 70,283 13,156
President-SCANA
Communications, Inc.
</TABLE>
19
<PAGE>
(1) Payments under SCANA's 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 SCANA's Performance Share Plan.
(4) All other compensation for all named executive officers consists solely of
SCANA's contributions to defined contribution plans.
(5) Reflects actual salary paid in 1999. Base salary of $ 500,000, as
referenced on page ____, became effective on May 1, 1999.
Long-Term Incentive Plan Award Opportunities
The following table lists the target awards made in 1999 payouts under that
plan at threshold, target and (for potential payment in 2002) under the
Performance Share maximum levels for each of the executive officers included in
Plan and estimated future the Summary Compensation Table.
<TABLE>
<CAPTION>
Long-Term Incentive Plans
Awards in Last Fiscal Year
Performance
Number of or Other Estimated Future Payouts Under
Shares, Period Non-Stock Price-Based Plans
Units or Until -----------------------------------
Other Maturation Threshold Target Maximum
Name Rights (#) 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 2,640 1999-2001 1,056 2,640 3,860
G. J. Bullwinkel 2,640 1999-2001 1,056 2,640 3,860
</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.
20
<PAGE>
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.
Pension Plan Table
Final
Average Pay Service Years
- ------------- --------------------------------------------------------------
15 20 25 30 35
$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
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.
21
<PAGE>
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 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.
22
<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:
o 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.
o 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
23
<PAGE>
(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 the same level of coverage and benefits as the
officer enjoyed as of the date of the Change in Control.
o 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.
o 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.
o 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.
o 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.
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.
24
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
________________________________________________________________________________
SCANA's executive compensation program is designed to support SCANA's
overall objective of creating shareholder value by:
o Hiring and retaining the executive talent needed to manage SCANA today and
to position it for the future;
o Having a pay-for-performance philosophy linking rewards to corporate and
business unit results;
o Placing a substantial portion of pay for senior executives "at-risk" and
aligning the interests of the executives with the long-term interests of
the shareholders through equity-based compensation, and
o Balancing the elements of the compensation program to reflect SCANA's
financial, customer-oriented and strategic goals.
We believe the program plays a vital role in keeping our executives focused
on SCANA's goal of enhancing shareholder value.
A description of the program and how it works and a discussion of Mr.
Timmerman's 1999 compensation follows.
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 ___. 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, compensation levels for all elements of executive compensation
were somewhat below the size-adjusted market median. At the end of 1996, SCANA
adopted the philosophy of gradually moving targeted competitive levels to the
market median. We believe that the increasingly competitive nature of the
utility industry necessitates this philosophy if we are to attract and retain a
highly competent executive team.
The following paragraphs describe in more detail each element of SCANA's
compensation program for executive officers. All components of the compensation
package, including severance plans, insurance and other benefits, are considered
in determining the level of each element of compensation.
Base Salaries
Executive salaries are reviewed annually by the Management Development and
Corporate Performance Committee. Adjustments may be made on the basis of
subjective assessment of individual performance, relative levels of
responsibility, prior experience, breadth of knowledge and changes in market pay
practices.
Annual Incentive Plans
SCANA has Annual Incentive Plans for its officers and officers of its
subsidiaries. The plans
25
<PAGE>
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 this 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 ____ are described below.
o 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 _____ of target. After the adjustment for individual performance,
payouts ranged from ___% to ___% of the target award.
o 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 weightings of the individual
components for l999 were EPS 75% and annual business objectives 25%. For
1999, after the adjustment for individual performance, payouts ranged from
___% to ___% of the target award.
o 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
___% to ___% of the target award.
Long-Term Performance Share Plan
SCANA's Performance Share Plan pays bonuses to executives based on SCANA's
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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 the period, divided by stock price as of the beginning of the
period. Comparing SCANA's TSR to the TSR of a large group of other utilities
reflects SCANA's recognition that investors could have invested their funds in
other utility companies and measures how well SCANA did when compared to others
operating in similar interest, tax, economic and regulatory environments.
Executives selected to participate in the Performance Share Plan are
assigned target awards at the beginning of each three-year period based
primarily on salary level, level of responsibilities and competitive practices.
Awards under this plan represent a significant portion of executives' "at-risk"
compensation. To provide additional incentive for executives, and to ensure that
executives are only rewarded when shareholders gain, actual payouts may exceed
the median of the market only when performance is above the 50th percentile of
the peer group. For lesser performance, awards will be at or below the market
median.
Payouts occur when SCANA's TSR is in the top two-thirds of the peer group
and vary based on SCANA's ranking against the peer group. Executives earn
threshold payouts of 0.4 times target at the 33rd percentile of three-year
performance. Target payouts will be made at the 50th percentile of three-year
performance. Maximum payouts will be made at 1.5 times target when SCANA's TSR
is at or above the 75th percentile of the peer group. No payouts will be earned
if performance is at less than the 33rd percentile. Awards may be paid in stock
or cash or a combination of stock and cash.
For the three-year period from 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 farthest below market and that
improvements were needed to make the program more competitive. The Committee
believes that alternative types of long-term incentives will assist the Company
in accomplishing this goal and at the same time will more closely align
executive's interest with those of SCANA shareholders. Accordingly, shareholders
are being asked to approve a new long-term plan document, the features of which
are outlined in more detail elsewhere in this proxy statement (Item 4 on page
____ ). The Committee has not yet concluded what types of programs it will
implement, but anticipates doing so within the next several months.
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.
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Compensation of Chief Executive Officer for 1999
For 1999, Mr. Timmerman's compensation consisted of the following:
o 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.
o For the year 1999, Mr. Timmerman's Annual Incentive Plan target award was
50% of the salary level 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 ___% of target.
o 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 Long-Term Compensation Committee based
on Mr. Timmerman's salary and level of responsibility and competitive
practices. As discussed above, SCANA's results relative to the peer group
for the 1997-1999 performance period were at the 46th percentile, resulting
in a payout of 85% of target.
The Management Development Performance Share
and Corporate Performance Plan Committee
Committee
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
* Chairman of the Committee
** As noted on page _, 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.
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SCANA makes filings with the Securities and Exchange Commission which
sometimes "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 specifically not incorporated by reference into any other filings
with the Securities and Exchange Commission.
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- --------------------------------------------------------------------------------
PERFORMANCE GRAPH
________________________________________________________________________________
The line graph on the following page compares the cumulative Total Shareholder
Return of SCANA assuming reinvestment of dividends with that of the Performance
Share Plan peer group, the S&P Utilities and the S&P 500. The peer group was
chosen for comparison since SCANA'S total shareholder return is measured against
this group to determine awards that are paid under the Performance Share Plan.
This group consists of 80 utilities. The peer group was adjusted from last year
to reflect name changes and changes resulting from mergers and acquisitions. The
PSP Peer Group index was prepared by Hewitt Associates, a compensation and
benefits consulting company. The index consists of the following companies:
Allegheny Energy, Inc. Green Mountain Power Corp.
Alliant Corporation Hawaiian Electric Industries, Inc.
Ameren Corp. IDACORP, Inc.
American Electric Power Co., Inc. Illinova Corp.
Avista Corporation IPALCO Enterprises, Inc.
Bangor Hydro-Electric Co. Kansas City Power & Light Co.
Black Hills Corp. LG&E Energy, Inc.
Carolina Power & Light Co. Madison Gas & Electric Company
Central Hudson Gas & Electric Corp. Minnesota Power & Light Company
Central & South West Corporation Montana Power Co.
Central Vermont Public Service Corp. New Century Energies, Inc.
CINergy Corp. New England Electric System
Citizens Utilities Niagara Mohawk Holdings, Inc.
CLECO Nisource, Inc.
CMP Group, Inc. Northeast Utilities
CMS Energy Corp. Northern States Power Co.
Conectiv, Inc. Northwestern Corporation
Consolidated Edison, Inc. NSTAR
Constellation Energy Corp. OGE Energy Corp.
Dominion Resources, Inc. Otter Tail Power Co.
DPL, Inc. Pacificorp
DQE, Inc. PECO Energy Corp.
DTE Energy Co. PG&E Corp.
Duke Energy Corp. Pinnacle West Capital Corp.
Eastern Utilities Associates Potomac Electric Power Co.
Edison International PP&L Resources, Inc.
El Paso Electric Co. Public Service Co. of New Mexico
Empire District Electric Co. Public Service Enterprise Group, Inc.
Energy East Corporation Puget Sound Energy, Inc.
Entergy Corp. Reliant Energy Inc.
First Energy Corp. RGS Energy Group, Inc.
Florida Progress Corporation SIGCORP, Inc.
FPL Group, Inc. Sierra Pacific Resources
GPU, Inc. Southern Company
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TECO Energy, Inc. UNITIL Corp.
Texas Utilities Co. Utilicorp United, Inc.
TNP Enterprises, Inc. Western Resources, Inc.
Unicom Corp. Wisconsin Energy Corp.
UniSource Energy Corp. WPS Resources Corp.
United Illuminating Co.
SCANA Corporation
Comparison of Five Year Cumulative Total Return*
SCANA Corporation, Performance Share Plan Peer Group, S&P Utilities
and S&P 500
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
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 $ 141.38 $ 146.22 $ 182.07 $ 208.63 $ 190.24
S&P 500 $ 100.00 $ 137.45 $ 168.93 $ 225.21 $ 289.43 $ 350.26
Assumes $100 invested on January 1, 1995, in SCANA Corporation Common Stock,
Performance Share Plan Peer Group and S&P Indexes. *Total return assumes
reinvestment of dividends.
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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 affirmative vote of a majority of the shares of Common Stock present in
person or by proxy and entitled to vote at the Annual Meeting is required for
adoption of 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 attached as Appendix A to 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 nonemployee
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
nonemployee directors of SCANA (the "Company") are eligible to participate in
the Plan.
It is currently anticipated that approximately 62 employees of SCANA and
its subsidiaries and 14 nonemployee 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 below. 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 "Adjustments and Amendments,"
below. 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 February , 2000, the closing price for a share of Common
Stock, as reported on the New York Stock Exchange composite tape, was
___________.
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.
It is presently anticipated that the Committee will at all times consist of
"outside directors" as
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required for purposes of Section 162(m), and that the Committee will take the
effect of Section 162(m) into consideration in structuring Plan awards. 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 of Common Stock from the
date such award was made. The following rules shall apply to grants of 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" below,
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
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<PAGE>
under the Plan, the option price is payable in full to SCANA, either: (a) in
cash or its 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 an 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
or 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 shall establish. Each performance unit will have
an initial value as determined by the Committee
34
<PAGE>
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 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).
Change of 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.
Adjustment 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; provided, however, no amendment
shall without shareholder approval (i) increase 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 case of certain
types of awards, 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 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
35
<PAGE>
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 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 an 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 that will be received under the Plan by particular individuals or
groups are not determinable at this time.
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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 and executive officers. To the best of our
knowledge, all filings for executive officers and directors 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. The report filed in August 1999
contained information regarding a purchase of SCANA Common Stock in June 1999.
Shareholder Proposals and Recommendations for a Director Nominee
Any shareholder may recommend to the Executive Committee, persons for
nomination for director, by writing to the Corporate Secretary, 1426 Main
Street, Columbia, South Carolina 29201.
In order to be included in SCANA's Proxy Statement and Proxy Card for its
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.
Pursuant to newly adopted rules of the Securities and Exchange Commission,
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.
Tickets to the Annual Meeting
If you wish to attend the Annual Meeting, please complete and return to us
the ticket request postcard included in your voting materials. When we receive
your postcard, we will mail you a ticket.
If you did not receive a ticket request postcard and would like to attend
the Annual Meeting, you should contact: the Corporate Secretary, SCANA
Corporation, 1426 Main Street, Mail Code 13-4, Columbia, South Carolina 29201,
(803) 217-9683. If 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 busiiness 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.
37
<PAGE>
SCANA CORPORATION
Lynn M. Williams
Secretary
MARCH 17, 2000
38
<PAGE>
March 15, 2000
US Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, DC 20549
Gentlemen:
We are transmitting for filing SCANA Corporation's definitive proxy
material, including the form of proxy, in connection with its 2000 Annual
Meeting of Shareholders to be held on Wednesday, April 27, 2000, SCANA
Corporation's proxy materials will be mailed on or about March 17, 2000, to
shareholders of record as of March 10, 2000.
Please call me at (803) 217-9683, if you have any questions regarding this
transmission.
Thank you for your assistance in our efforts to file this document.
Sincerely,
Lynn M. Williams
Corporate Secretary
lmw:rs
39
<PAGE>
SCANA (Logo)
POWER FOR LIVING
40
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ______)
Filed by the Registrant X
Filed by a Party other than the Registrant ___
Check the appropriate box:
____ Preliminary Proxy Statement
____ Confidential, for Use of the
Commission only (as permitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
____
____ Definitive Additional Materials
____ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SCANA Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
____
41
<PAGE>
____ 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:
_______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
(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): _____ ____________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
(5) Total fee paid:
_______________________________________________________________
____ 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:
_______________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
(3) Filing Party:
_______________________________________________________________
(4) Date Filed:
_______________________________________________________________
42
Exhibit H-2
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")
SCANA Corporation (70- )
SCANA Corporation ("SCANA"), 1426 Main Street, Columbia, South Carolina
29201, a registered holding company under the Act, and SCANA Services, Inc.,1
have filed with the Securities and Exchange Commission (the "Commission") an
application-declaration (the "Application-Declaration") under Sections 6(a), 7,
and 12(e) of the Act and Rules 62 and 65 thereunder.
SCANA seeks approval of the Commission to implement its Long-Term Equity
Compensation Plan (the "Plan") and to issue up to five million shares of its no
par value common stock (the "Common Stock"), in connection therewith over the
period beginning with the effective date of an order issued pursuant to this
matter and continuing for a period of three years from the date of such order.
The purpose of the Plan is to optimize the profitability and growth of
SCANA through long-term incentives which are consistent with SCANA'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. In addition,
the Plan is intended to provide flexibility to SCANA in its ability to motivate,
attract, and retain the services of participants who make significant
contributions to SCANA's success and to allow participants to share in the
success of SCANA.
The Plan will be administered by a committee of SCANA's Board of Directors
that is comprised entirely of directors who satisfy the "outside director"
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code") and who are "Non-Employee Directors" as defined in Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, (the "Committee"), except that
the full Board of Directors will administer the Plan with respect to
- --------
1 f/k/a SCANA Service Company.
1
<PAGE>
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares
and Performance Units (collectively, the "Awards") granted to directors. The
Committee will have the authority to delegate administrative duties to officers
or directors of SCANA.
The maximum five million shares reserved for issuance to participants under
the Plan is subject to appropriate adjustment by the Committee to prevent
dilution or enlargement of participants' rights under the Plan.
The following Awards may be granted under the Plan. No grant will be
exercisable or payable before approval of SCANA stockholders and the Commission
hereunder have been obtained and all grants made prior to said approvals will be
contingent upon such approvals.
(i) Stock Options. Stock Options under the Plan are rights to purchase
shares of Common Stock at a specified price during a prescribed period. The
exercise price for Common Stock will be at least the fair market value at the
date of the grant. 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 300,000 shares.
(ii) Stock Appreciation Rights ("SARs"). SARs under the Plan are divided
into "freestanding" SARs and "tandem" SARs. Freestanding SARs will have a grant
price equal to the fair market value of Common Stock on the date of grant of
such SAR. Tandem SARs will have a grant price equal to the option price of the
related option and may be exercised for all or part of the Common Stock subject
to the related option upon the surrender of the right to exercise the equivalent
portion of the related option. At the discretion of the Committee, the payment
upon SAR exercise may be in cash, in Common Stock of equivalent value, or in
some combination thereof. The maximum aggregate number of shares that may be
granted in the form of SARs, pursuant to any Award granted in any one fiscal
year to any one single participant shall be 300,000 shares.
(iii) Restricted Stock. Restricted Stock under the Plan is Common Stock
that is issued to a participant subject to a condition that the participant
continue as an employee or a member of SCANA's Board of Directors, as
applicable, for a specified period of time and/or satisfy other applicable
conditions or performance requirements. The maximum aggregate number of shares
that may be granted in the form of Restricted Stock, pursuant to any Award
granted in any one fiscal year to any one single participant shall be 150,000
shares. The aggregate
2
<PAGE>
maximum number of shares that may be granted in the form of Restricted Stock
under the Plan is one million.
(iv) Performance Shares. Performance Shares are rights to receive shares of
Common Stock or an equivalent amount of cash, contingent upon the achievement of
specified performance goals determined by the Committee. The maximum aggregate
number of shares that may be granted in the form of Performance Shares, pursuant
to any Award granted in any one fiscal year to any one single participant shall
be 200,000 shares.
(v) Performance Units. Performance Units are rights to receive cash or
other property of equivalent value including shares of Common Stock, contingent
upon the achievement of specified performance goals determined by the Committee.
The maximum aggregate payment with respect to Performance Units pursuant to any
Award granted in any one fiscal year to any one single participant shall be
equal to the value of $1,000,000.
The term of any Stock Option or SAR granted in tandem therewith may not
exceed ten years from the grant date. In the event of a change in control of
SCANA, any outstanding Stock Options and SARs become immediately exercisable and
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 Awards which are performance-based will be addressed
in the participants' related Award agreement. 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; 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 or
(ii) modify the requirements as to eligibility for benefits under the Plan.
The Plan is designed to comply with limits imposed by the Code on the
ability of a public company to claim tax deductions for compensation paid to
certain highly compensated executives. Section 162(m) of the Code generally
denies a federal income tax deduction for annual compensation exceeding
$1,000,000 paid to the Chief Executive Officer and the four other most highly
compensated officers of a public company. Certain types of compensation,
including some performance-based compensation, are generally excluded from this
deduction limit. While SCANA believes compensation payable pursuant to the Plan
will be deductible for federal income
3
<PAGE>
tax purposes under most circumstances, compensation not qualified under Section
162(m) of the Code may be payable under certain circumstances.
SCANA intends to submit the Plan to the holders of its outstanding Common
Stock for consideration and action at the Annual Meeting to be held April 27,
2000. SCANA and/or SCANA Services, Inc. will mail the proxy materials to SCANA
common shareholders on or about March 17, 2000. SCANA requests that the
effectiveness of its Application-Declaration with respect to the solicitation of
proxies for voting by its shareholders to approve the proposed Plan be permitted
to become effective forthwith as provided in Rule 62(d).
It appearing to the Commission that SCANA's Application-Declaration
regarding the proposed solicitation of proxies should be permitted to become
effective forthwith, pursuant to Rule 62:
IT IS ORDERED, that the application-declaration regarding the proposed
solicitation of proxies, be, and it hereby is, permitted to become effective
forthwith, under Rule 62, and subject to the terms and conditions as prescribed
in Rule 24 under the Act.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
4
<TABLE>
<CAPTION>
SCANA CONSOLIDATED
PROFORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1999
(unaudited)
(Dollars in millions)
Merger Stock Option Pro Forma
Pro Forma Merger Plan as further
SCANA PSNC Subtotal Adjustments Pro Forma Adjustments adjusted
------- -------- ----------- ----------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Utility Plant, Net $3,828 $534 $4,362 $477 (5) $4,839 $4,839
------- -------- ----------- ----------- --------- ----------- ----------
Nonutility Property
and Investments
(net of accumulated
depreciation) 796 14(2) $810 810 810
------- -------- ----------- ----------- --------- ----------- ----------
Current Assets:
Cash and temporary
cash investments 57 11 68 695 (3)
(212) (5)
(488) (4)
(23) (5) 40 (136) (10)
52 (11) (44)
Other current assets 459 81 540 540 540
------- -------- ----------- ----------- --------- ----------- ----------
Total Current Assets 516 92 608 (28) 580 (84) 496
Deferred Debits 545 8(2) 553 5 (3) 558 558
------- -------- ----------- ----------- --------- ----------- ----------
Total $5,685 $648 $6,333 $454 $6,787 $(84) $6,703
------- -------- ----------- ----------- --------- ----------- ----------
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued
and outstanding; $1,224 $160 $1,384 $475 (5)
(488) (4)
(160) (5) $1,211 $1,211
Retained Earnings 698 73 771 (73) (5) 698 $(136) (10)
52 (11) 614
Preferred Stock (Not subject to
sinking fund requirements) 106 106 106 106
------- -------- ----------- ----------- --------- ----------- ----------
Total Stockholders' Investment 2,028 233 2,261 (246) 2,015 $(84) 1,931
------- -------- ----------- ----------- --------- ----------- ----------
Preferred Stock (Subject to
sinking fund requirements) 11 11 11 11
SCE&G - Obligated Manditorily
Redeemable Preferred Securities
of SCE&G's Subsidiary Trust,
SCE&G Trust I, holding solely
$50 million principal amount
of the 7.55% Junior Subordinated
Debentures of SCE&G, due 20250 50 50 50 50
Long-Term Debt, net 1,610 157 1,767 700 (3) 2,467 2,467
------- -------- ----------- ----------- --------- ----------- ----------
Total Capitalization 3,699 390 4,089 454 4,543 (84) 4,459
------- -------- ----------- ----------- --------- ----------- ----------
Current Liabilities 824 160 984 984 984
------- -------- ----------- ----------- --------- ----------- ----------
824 160 984 984 0 984
------- -------- ----------- ----------- --------- ----------- ----------
Deferred Credits 1,162 98 1,260 1,260 1,260
------- -------- ----------- ----------- --------- ----------- ----------
Total $5,685 $648 $6,333 $454 $6,787 $(84) $6,703
======= ======== =========== =========== ========= =========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCANA CORPORATION
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1999
(unaudited)
(Dollars in millions, except per share amounts)
Merger Stock Option Pro Forma
Pro Forma Merger Plan as further
SCANA PSNC Adjustments Pro Forma Pro Forma adjusted
======== ========= ============ =========== ============== ===========
Increase Increase
(Decrease) (Decrease)
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues............................ $ 1,616 $ 299 $ 0.00 $1,915 $1,915
--------- ---------- ------------- ----------- -------------- -----------
Operating Expenses:
Operating Expenses......................... 1,027 220 1,247 136 (10) 1,383
Depreciation and amortization.............. 164 26 14 (7) 204 204
Income taxes............................... 114 15 (17) (8) 112 (52) (11)
60
--------- ---------- ------------- ----------- -------------- -----------
Total Operating Expenses 1,305 261 (3) 1,563 84 1,647
Operating Income.............................. 311 38 3 352 (84) 268
Other Income.................................. (4) 4 0 0 0
--------- ---------- ------------- ----------- -------------- -----------
Income Before Interest Charges
and Preferred Stock
Dividends.................................. 307 42 3 352 (84) 268
Interest Charges, Net......................... 136 18 46 (6) 200 200
--------- ---------- ------------- ----------- -------------- -----------
Income Before Preferred Dividend
Requirements on Mandatorily
Redeemable Preferred Securities.............. 171 24 (43) 152 (84) 68
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable
Preferred Securities....................... 4 0 0 4 4
--------- ---------- ------------- ----------- -------------- -----------
Income Before Preferred Stock Cash
Dividends of Subsidiary.................... 167 24 (43) 148 (84) 64
Preferred Stock Cash Dividends of
Subsidiary (At Stated Rates)............... 8 0 0 8 8
Net Income.................................... $ 159 $ 24 $ (43) $ 140 $ (84) $ 56
========= ========== ============= =========== ============== ============
Weighted Average Common Shares
Outstanding (millions)..................... 103.6 20.5 104.7 (9) 104.7
Basic Earnings Per Share...................... $ 1.54 $ 1.19 $ 1.34 $ 0.53
Diluted Common Shares
Outstanding (millions)....................... 103.6 20.7 104.7 104.7
Diluted Earnings Per Share.................... 1.54 $ 1.18 $ 1.34 $ 0.53
</TABLE>
<PAGE>
NOTES TO PRO FORMA COMBINED
CONDENSED
FINANCIAL STATEMENTS
1. The adjustments assumed no change in accounting policies for SCANA or PSNC
and no intercompany eliminations because transactions between the companies
are not material.
2. In order to conform PSNC's financial statements with SCANA's financial
statement presentation, the amounts shown reflect the reclassification of
$13 million from Deferred Debits - Other to Nonutility Property and
Investments, net.
3. Reflects the incurrence of $700 million (assuming an underwriting discount
of $5 million) of long-term debt, the proceeds of which are to be applied
to pay the SCANA Cash Consideration and the PSNC Cash Consideration.
4. Pursuant to the merger agreement, this adjustment reflects the SCANA Cash
Consideration paid to SCANA shareholders who will elect to receive cash
instead of common stock. The adjustment shows the cash pool of $700 million
available for payment reduced by the amount of the cash paid to PSNC
shareholders in adjustment (5) below. The amount of adjustment reflects a
total payment of $488 million at a cash price of $30 per share.
5. Pursuant to the merger agreement, cash consideration will be paid to the
PSNC shareholders who elect to receive cash instead of common stock. The
amount of the cash consideration shows elections for cash made at a maximum
amount of the cash available for PSNC shareholders at a total payment of
$212 million at a cash price of $33 per share.
This adjustment reflects the SCANA and PSNC Cash and Stock Consideration as
described in the merger agreement. The adjustment recognizes the conversion
of the remaining shares of SCANA common stock and PSNC common stock net of
the shares which were converted to cash. The adjustment is based on the
number of shares outstanding as of February 15, 2000. The conversion
represents the exchange of each share of PSNC common stock into 1.21 shares
of SCANA common stock. The total shares exchanged and stock consideration
is based on the following (share amounts in millions):
As of September 30, 1999
------------------------------------
PSNC SCANA Pro Forma
------- --------- ---------
Shares Outstanding End of Period 20.6 103.6
Shares Redeemed for Cash (6.2) (16.3)
------- --------- ---------
Remaining Shares to be Exchanged 14.4 87.3
PSNC Exchange Ratio 1.2 1.0
------- --------- ---------
Stock Consideration 17.4 87.3 104.7
------- --------- ---------
This adjustment also reflects the recognition of an acquisition adjustment
equal to the excess of the purchase price over the net book value of assets
and liabilities of PSNC acquired (resulting in the elimination of PSNC's
retained earnings). The adjustment shows total purchase consideration equal
to cash of $212 million and 17.4 million shares of SCANA common stock. The
calculation of the acquisition adjustment for the balance sheet presented
is based on the following (amounts in millions, except PSNC Exchange Ratio
and the Estimated Price per Share):
September 30, 1999
Cash Consideration $ 212
----------
Common Stock Consideration:
PSNC Stock Converted 14.40
PSNC Exchange Ratio 1.21
----------
New Shares Issued 17.42
Estimated Price per Share $ 27.27
----------
Total Stock Consideration $ 475
Estimated Acquisition Costs 23
----------
Total Cost 710
Less Net Book Value of PSNC 233
----------
Total Acquisition Adjustment $ 477
----------
6. Reflects the recognition of interest expense related to the incurrence of
debt ($700 million) at an assumed annual rate of 6.50%.
7. To record amortization expense for the acquisition adjustment of $477
million assuming a 35-year amortization period.
8. To record the effect on income taxes of the additional interest expense,
using the effective statutory rate of 38.25%.
9. Calculation of Weighted Average Shares Outstanding (in millions, except
PSNC Exchange Ratio and Redemption Price per Share):
<TABLE>
<CAPTION>
For the Twelve Months Ended
September 30, 1999
==================================================
PSNC SCANA Pro Forma
============== ============== ==============
<S> <C> <C> <C>
Weighted Average Shares Outstanding 20.6 103.6
Shares Redeemed for Cash (*) (6.2) (16.3)
-------------- --------------
Net Shares 14.4 87.3
PSNC Exchange Ratio X 1.21 X 1.0
-------------- --------------
SCANA Weighted Average Shares Outstanding 17.4 87.3 104.7
--------------
(*) Shares redeemed based on the following calculation (see notes 4 and 5):
Allocated Cash for Redemption $ 212 $ 488
Less: Cash for Options $ (8) -
-------------- --------------
Remaining Cash for Redemption $ 204 488
Redemption Price per Share 33 30
-------------- --------------
Shares Redeemed 6.2 16.3
-------------- --------------
</TABLE>
10. Assumes that the cash equivalent of all performance shares are issued, as
allowed by the Plan, and calculated as follows: (in millions, except market
price)
Market Price as of January 31, 2000 $ 27.1875
Shares issued under the Plan X 5.0
==============
Total Performance Plan Expense $ 135.9
==============
11. To record the effect on inco taxes of the performance payout, using the
effective statutory me rate of 38.25%.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED SHEET
AS OF SEPTEMBER 30, 1999 AND THE CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS AND OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,828
<OTHER-PROPERTY-AND-INVEST> 796
<TOTAL-CURRENT-ASSETS> 516
<TOTAL-DEFERRED-CHARGES> 545
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,685
<COMMON> 1,051
<CAPITAL-SURPLUS-PAID-IN> 173
<RETAINED-EARNINGS> 698
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,922
61
106
<LONG-TERM-DEBT-NET> 1,610
<SHORT-TERM-NOTES> 162
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 327
1
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,496
<TOT-CAPITALIZATION-AND-LIAB> 5,685
<GROSS-OPERATING-REVENUE> 1,253
<INCOME-TAX-EXPENSE> 96
<OTHER-OPERATING-EXPENSES> 905
<TOTAL-OPERATING-EXPENSES> 1,001
<OPERATING-INCOME-LOSS> 252
<OTHER-INCOME-NET> (11)
<INCOME-BEFORE-INTEREST-EXPEN> 241
<TOTAL-INTEREST-EXPENSE> 105
<NET-INCOME> 133
5
<EARNINGS-AVAILABLE-FOR-COMM> 128
<COMMON-STOCK-DIVIDENDS> 108
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 169
<EPS-BASIC> 1.23
<EPS-DILUTED> 1.23
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE PRO FORMA BALANCE
SHEET AS OF SEPTEMBER 30, 1999 AND THE PRO FORMA STATEMENT OF INCOME AND
RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY TO SUCH PRO FORM FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 4,839
<OTHER-PROPERTY-AND-INVEST> 810
<TOTAL-CURRENT-ASSETS> 496
<TOTAL-DEFERRED-CHARGES> 558
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,703
<COMMON> 1,038
<CAPITAL-SURPLUS-PAID-IN> 173
<RETAINED-EARNINGS> 614
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,825
61
106
<LONG-TERM-DEBT-NET> 2,467
<SHORT-TERM-NOTES> 162
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 334
1
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,747
<TOT-CAPITALIZATION-AND-LIAB> 6,703
<GROSS-OPERATING-REVENUE> 1,915
<INCOME-TAX-EXPENSE> 60
<OTHER-OPERATING-EXPENSES> 1,587
<TOTAL-OPERATING-EXPENSES> 1,647
<OPERATING-INCOME-LOSS> 268
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 268
<TOTAL-INTEREST-EXPENSE> 200
<NET-INCOME> 64
8
<EARNINGS-AVAILABLE-FOR-COMM> 56
<COMMON-STOCK-DIVIDENDS> 169
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 261
<EPS-BASIC> 0.53
<EPS-DILUTED> 0.53
</TABLE>
