SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5B
REGISTRATION STATEMENT
Filed Pursuant to Section 5 of the
Public Utility Holding Company Act of 1935
SCANA Corporation
---------------------------------------------------------------------
Name of Registrant
Name, Title And Address Of Officer To Whom Notices
And Correspondence Concerning This Statement Should Be Addressed
H. Thomas Arthur
Senior Vice President & General Counsel
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
<PAGE>
Glossary of Defined Terms
Act Public Utility Holding Company Act of 1935, as amended
Commission Securities and Exchange Commission
ETC Exempt Telecommunications Company as defined in
Section 34 of the Act
FERC Federal Energy Regulatory Commission
Financing U-1 The Form U-1 Application/Declaration filed by SCANA
Corporation, et al. in File No. 70-9533
GENCO South Carolina Generating Company, Inc.
Merger The business combination between SCANA Corporation
and Public Service Company of North Carolina,
Incorporated
Merger U-1 The Form U-1 Application/Declaration filed by SCANA
Corporation in File No. 70-9521
NCUC North Carolina Utilities Commission
Original Indenture SCE&G's indenture of mortgage or deed of trust dated
January 1, 1945
PSNC Public Service Company of North Carolina, Incorporated
SCANA SCANA Corporation
SCANA Services SCANA Services, Inc.
SCE&G South Carolina Electric & Gas Company
SCPSC South Carolina Public Service Commission
REGISTRATION STATEMENT
1. Exact Name of Registrant: SCANA Corporation
2. Address of Principal Executive Offices: 1426 Main Street, Columbia,
South Carolina 29201
3. Name and address of Chief Accounting Officer: Kevin B. Marsh,
Chief Financial Officer, SCANA Corporation, 1426 Main Street,
Columbia, South Carolina 29201
<PAGE>
4. Certain information as to the registrant and each subsidiary
company thereof:
<TABLE>
<CAPTION>
NAME OF COMPANY ORGANIZATION STATE TYPE OF BUSINESS
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SCANA Corporation SC Holding Company
SCE&G Corporation SC Combination Electric and
Gas Utility
SCE&G Trust I Trust DE Financing Entity
GENCO Corporation SC Electric Company
South Carolina Fuel Company, Inc. Corporation SC Financing Entity
South Carolina Pipeline Corporation Corporation SC Natural Gas Procurement
and Transmission
C&T Pipeline, LLC Limited Liability Company SC Not Active
SCANA Propane Gas, Inc. Corporation SC Not Active
SCANA Propane Supply, Inc. Corporation SC Not Active
USA Cylinder Exchange, Inc. Corporation SC Not Active
SCANA Energy Marketing, Inc. Corporation SC Energy-Related Services
SCANA Energy Trading, LLC Limited Liability Company SC Energy-Related Services
SCANA Petroleum Resources, Inc. Corporation SC Not Active
SPR Gas Services, Inc. Corporation SC Not Active
SCANA Services, Inc. Corporation SC Service Company
SCANA Communications, Inc.* Corporation SC Communications
SCANA Communications
Holdings, Inc.* Corporation DE Telecom Investments
Powertel, Inc.* Corporation DE Communications
FRC, LLC* Limited Liability Company SC Communications
Primesouth Inc. Corporation SC Energy Management
Services
Palmark, Inc. Corporation SC Energy Management
Services
SCANA Resources, Inc. Corporation SC Energy-Related Services
Instel, Inc. Corporation SC Inactive
ServiceCare, Inc. Corporation SC Energy-Related Services
SCANA Propane Storage, Inc. Corporation SC Not Active
SCANA Development Corporation Corporation SC Not Active
South Atlantic Farms Corporation SC Real Estate
Cogen South, LLC Limited Liability Company DE Energy-Related Services
Palmetto Lime, LLC Limited Liability Company SC Production of Lime
PSNC Corporation SC Gas Utility
Clean Energy Enterprises, Inc. Corporation NC Alternative Fuel
PSNC Blue Ridge Corporation Corporation NC Equity Investments
Pine Needle LNG
Company, LLC** Limited Liability Company NC LNG Storage Facility
PSNC Production Corporation Corporation NC Natural Gas Procurement
SCANA Public Service
Company, LLC Limited Liability Company DE Energy-Related Services
PSNC Cardinal Pipeline Company Corporation NC Equity Investments
Cardinal Pipeline
Company, LLC** Limited Liability Company NC Natural Gas
Transmission
</TABLE>
* ETC
** Exempt pursuant to Rule 16.
BUSINESS
5. (a) The general character of the business done by the registrant and its
subsidiaries, separated as between the holding companies, public utility
subsidiaries (as defined in the Act) and the various non-utility
subsidiaries.
Information regarding the general business of SCANA and its
subsidiaries and information regarding the statistics relating to
sales, purchases, operating revenues, and customers for SCANA and its
subsidiaries during the past five years can be found in the following
documents: Items 1 and 6 of the Annual Report of SCANA on Form 10-K
for the year ended December 31, 1999 (File No. 1-8809), SCANA's
Quarterly Report on Form 10-Q for the transition period from October
1, 1999 to December 31, 1999 (File No. 1-8809), Items 1 and 6 of the
Annual Report of PSNC for the fiscal year ended September 30, 1999
(File No. 1-11429), PSNC's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999, as amended by Form 10-Q/A filed on
<PAGE>
March 27, 2000 (File No. 1-11429) and the Merger U-1, each of which is
incorporated by reference herein.
(b) Any substantial changes which may have occurred in the general
character of the business of such companies during the preceding five
years.
Information regarding any substantial changes which may have
occurred in the general character of the business of SCANA and its
subsidiaries during the preceding five years can be found in SCANA's
and PSNC's respective 10-Ks for each of the previous five years and
which were previously filed with the Commission and are incorporated
by reference herein.
PROPERTY
6. Describe briefly the general character and location of the principal
plants, properties, and other important physical units of the registrant
and its subsidiaries, showing separately (a) public utility and (b) other
properties. If any principal plant or important unit is not held in fee, so
state and describe how held.
See Item 2 of the Annual Report of SCANA on Form 10-K for the
year ended December 31, 1999 (File No. 1-8809), SCANA's Quarterly
Report on Form 10-Q for the transition period from October 1, 1999 to
December 31, 1999 (File No. 1-8809), Item 2 of the Annual Report of
PSNC for the fiscal year ended September 30, 1999 (File No. 1-11429)
and PSNC's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999, as amended by Form 10-Q/A filed on March 27, 2000
(File No. 1-11429).
INTERSTATE TRANSACTIONS
7. For each public utility company in the holding company system of the
registrant which is engaged in the transmission of electric energy or gas
in interstate commerce, furnish the following information for the last
calendar year:
Electric Energy Gas
Total Annual Sales KWh Mcf
- --------------------------------------------------------------
Interstate Transactions:
Name of State
Delivered Out of State
Received from Out of State
SCE&G and GENCO have on file with the FERC and SCPSC their
respective 1999 FERC Form 1 which include information regarding the
transmission of electric energy. SCE&G, South Carolina Pipeline
Corporation and PSNC have their respective FERC Forms 2 filed with the
SCPSC (for SCE&G and South Carolina Pipeline Corporation) and the NCUC
(for PSNC) regarding gas distribution. These reports also have been
provided as Exhibits G-1 through G-7.
<PAGE>
SECURITIES OUTSTANDING
8. Submit the following information concerning the registrant and each
subsidiary thereof as of the latest available date:
FUNDED DEBT
(a) For each issue or series of funded debt, including funded debt secured
by liens on property owned, whether or not such debt has been assumed:
(Do not include here any contingent liabilities reported under
paragraph 8(c).)
BY PERMISSION OF THE STAFF OF THE COMMISSION, COLUMNS E
THROUGH I HAVE BEEN OMITTED.
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Amount Issued
Name of Obligor Title of Issue Amount Authorized Less Retired
- ------------------------ ---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
SCE&G 9% First and 145,000,000 130,771,000
Refunding Mortgage
Bonds, Due 2006
SCE&G 8 7/8% First and 155,000,000 103,450,000
Refunding Mortgage
Bonds, Due 2021
SCE&G(1) 7 5/8% First 100,000,000 100,000,000
Mortgage Bonds, Due
2023
SCE&G(1) 6% First Mortgage 100,000,000 100,000,000
Bonds, Due 2000
SCE&G(1) 7 1/8% First 150,000,000 150,000,000
Mortgage Bonds, Due
2013
SCE&G(1) 71/2% First Mortgage 150,000,000 150,000,000
Bonds, Due 2023
SCE&G(1) 61/4% First Mortgage 100,000,000 100,000,000
Bonds, Due 2003
SCE&G(1) 7.70% First Mortgage 100,000,000 100,000,000
Bonds, Due 2004
SCE&G(1) 7 5/8% First 100,000,000 100,000,000
Mortgage Bonds, Due
2025
SCE&G(1) 6 1/8% First 100,000,000 100,000,000
Mortgage Bonds, Due
2009
SCE&G(2) Fairfield County 57,000,000 56,820,000
Series 1984
Pollution Control
Bonds, Due 2014
SCE&G(3) Richland County 5,500,000 5,210,000
Series Pollution
Control Bonds, Due
2014
SCE&G(4) Fairfield County 1,100,000 1,090,000
Series 1986
Pollution Control
Bonds, Due 2014
SCE&G(5) Colleton & 4,365,000 4,365,000
Dorchester Counties
Series Pollution
Control Bonds, Due
2014
</TABLE>
(1) Issued on the basis of and in an aggregate principal amount not exceeding
the aggregate principal amount of Class A Bonds issued and delivered to the
trustee and outstanding under SCE&G's 1945 Mortgage--issued under and in
accordance with and all secured by the Original Indenture.
(2) Issued on the basis of and in an aggregate principal amount not exceeding
the aggregate principal amount of Class A Bonds issued under the
Forty-First Supplemental Indenture, dated as of December 1, 1984--issued
under and in accordance with and all secured by the Original Indenture.
(3) Issued on the basis of and in an aggregate principal amount not exceeding
the aggregate principal amount of Class A Bonds issued under the
Forty-Second Supplemental Indenture, dated as of December 1, 1984--issued
under and in accordance with and all secured by the Original Indenture.
<PAGE>
(4) Issued on the basis of and in an aggregate principal amount not exceeding
the aggregate principal amount of Class A Bonds issued under the
Forty-Third Supplemental Indenture, dated as of December 1, 1984--issued
under and in accordance with and all secured by the Original Indenture.
(5) Issued on the basis of and in an aggregate principal amount not exceeding
the aggregate principal amount of Class A Bonds issued under the
Forty-Fifth Supplemental Indenture, dated as of December 1, 1984--issued
under and in accordance with and all secured by the Original Indenture.
CAPITAL STOCK
(b) For each class of capital stock including certificates of beneficial
interest give information in number of shares and in dollar amounts: (Do
not include here any warrants, options, or other securities reported under
paragraph 8(d).)
BY PERMISSION OF THE STAFF OF THE COMMISSION,
COLUMNS G THROUGH J HAVE BEEN OMITTED.
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Amount Reserved
for Options,
Amount Warrants,
Authorized by Conversions and Additional
Name of Issuer Title of Issue Charter other rights Amount Unissued Amount Issued
- ------------------- ----------------- ---------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
SCANA Common Stock 150,000,000 N/A 46,427,377 103,572,623
Primesouth, Inc. Common Stock 10,000 N/A 9,000 1,000
Palmark, Inc. Common Stock 1,000 N/A 0 1,000
SCANA Common Stock 10,000 N/A 9,999 1
Communications,
Inc.*
SCANA Common Stock 1,000 N/A 0 1,000
Communications
Holdings,
Inc.*
SCANA Resources, Common Stock 10,000 N/A 9,000 1,000
Inc.
Instel, Inc. Common Stock 1,000 N/A 0 1,000
SCANA Common Stock 10,000 N/A 9,996 4
Development
Corp
SCANA Energy Common Stock 1,000 N/A 999 1
Marketing,
Inc.
SCANA Petroleum Common Stock 1,000 N/A 0 1,000
Resources,
Inc.
SPR Gas Services, Common Stock 1,000 N/A 0 1,000
Inc.
SCANA Services Common Stock 1,000 N/A 0 1,000
ServiceCare, Inc. Common Stock 1,000 N/A 0 1,000
SCANA Propane Common Stock 1,000 N/A 0 1,000
Gas, Inc.
SCANA Propane Common Stock 100,000 N/A 90,000 10,000
Supply, Inc.
USA Cylinder, Inc. Common Stock 300,000 N/A 50,000 250,000
SCE&G Common Stock 50,000,000 N/A 9,703,853 40,296,147
SCE&G 6.52% Preferred 1,200,000 N/A 200,000 1,000,000
Stock $100
par
SCE&G 5% Preferred 125,209 N/A 0 125,209
Stock $50
par
SCE&G Preferred Stock 1,571,487 N/A 0 231,487
$50 par
GENCO Common Stock 10,000 N/A 9,999 1
South Carolina Common Stock 10,000 N/A 9,999 1
Fuel
Company, Inc.
South Carolina Common Stock 1,000 N/A 0 1,000
Pipeline
Corporation
South Atlantic Common Stock 1,000 N/A 0 1,000
Farms
SCANA Propane Common Stock 1,000 N/A 0 1,000
Storage
PSNC Common Stock 1,000 N/A 0 1,000
PSNC Production Common Stock 100,000 N/A 99,000 1,000
Corp.
Clean Energy Common Stock 1,000,000 N/A 998,000 2,000
Enterprises,
Inc.
<PAGE>
PSNC Blue Ridge Common Stock 100,000 N/A 99,000 1,000
Corp.
PSNC Cardinal Common Stock 100,000 N/A 99,000 1,000
Pipeline
Company
SCE&G Trust I 7.55% Trust 2,000,000 N/A 0 2,000,000
Preferred
Securities,
Series A
SCE&G Trust I Common Stock 61,856 N/A 0 61,856
</TABLE>
* ETC
CONTINGENT LIABILITIES
(c) A brief outline of the nature and amount of each contingent liability on
account of endorsement or other guarantees of any securities.
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Issuer of Guarantee Issued on behalf of Amount Type of Guarantee
- ---------------------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
SCANA GENCO 48,900,000 Guarantee
SCANA GENCO 35,850,000 Guarantee
SCANA Primesouth, Inc. 5,000,000 Line of Credit
SCANA SCANA Energy Marketing, 40,000,000 Guarantee
Inc.
SCANA SCANA Energy Marketing, 40,000,000 Guarantee
Inc.
SCE&G South Carolina Fuel Up to $150,000,000 Guarantee
Company, Inc.
</TABLE>
OTHER SECURITIES
(d) A statement of the amount of warrants, rights, or other options of any
class of securities of the registrant and subsidiary companies not
elsewhere herein described which is outstanding and/or authorized. A brief
description of the provisions thereof should be included. Information need
not be set forth under this item as to notes, drafts, bills of exchange or
bankers' acceptances that mature within nine months.
Information with respect to SCANA's Investor Plus Plan is set
forth in SCANA's Registration Statement No. 33-32107; information with
respect to SCANA's Stock Purchase Plan is set forth in SCANA
Registration Statement No. 333-87281; information with respect to
SCANA's Non-Employee Directors Plan is set forth in SCANA Registration
Statement No. 333-18973; information with respect to SCANA's
Performance Share Plan is set forth in SCANA Registration Statement
No. 33-49333; and information with respect to SCANA's Long-Term Equity
Incentive Plan is set forth in SCANA's Application/Declaration on Form
U-1, as amended and restated (File No. 70-9639), each of which is
incorporated by reference herein.
INVESTMENTS IN SYSTEM SECURITIES
9. Give a tabulation showing principal amount, par or stated value, the cost
to the system company originally acquiring such security, and the number of
shares of units, of each security described under Item 8 that is held by
the registrant and by each subsidiary company thereof as the record (or
beneficial) owner, and the amount at which the same are carried on the
books of each such owner. This information should be given as of the same
date as the information furnished in Item 8.
<PAGE>
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Name of Company Number of Common Shares % Voting Power Issuer Book
Owned Value ($000)
- ----------------------------------------------- ------------------------- ----------------- -----------------
<S> <C> <C> <C>
SCANA
SCE&G 40,296,147 100% 181,333
SCE&G Trust I 61,856 100% 1,546
GENCO 1 100% 20,000
South Carolina Fuel Company, Inc. 1 100% 1
South Carolina Pipeline Corporation 1 100% 40
C&T Pipeline, LLC N/A 100% N/A
SCANA Propane Gas, Inc. 1,000 100% 12,104
SCANA Propane 10,000 100% 10
Supply, Inc. 250,000 100% 250
USA Cylinder
Exchange, Inc.
SCANA Energy Marketing, Inc. 1 100% 1
SCANA Energy Trading, LLC N/A 70% N/A
SCANA Petroleum Resources, Inc. 1,000 100% 1
SPR Gas Services, Inc. 1,000 100% 1
SCANA Services, Inc. 1,000 100% 1
SCANA Communications, Inc.* 1 100% 0
SCANA Communications
Holdings,
Inc.* 1,000 100% 20
Powertel, Inc. * 4,887,869 16.34% 72,843
FRC, LLC* N/A 50% N/A
Primesouth Inc. 1,000 100% 1,000
Palmark, Inc. 1,000 100% 1
SCANA Resources, Inc. 1,000 100% 1
1,000 100% 1
Instel, Inc.
ServiceCare, Inc. 1,000 100% 1
SCANA Propane Storage, Inc. 1,000 100% 1
SCANA Development Corporation 4 100% 2,849
South Atlantic Farms 1,000 100% 1
Cogen South, LLC N/A 50% N/A
Palmetto Lime, LLC N/A 49% N/A
PSNC 1,000 100% 1
Clean Energy 2,000 100% 2
Enterprises, Inc.
PSNC Blue Ridge 1,000 100% 10
Corporation
Pine Needle LNG N/A 17% N/A
Company, LLC**
PSNC Production 1,000 100% 1
Corporation
SCANA Public Service N/A 100% N/A
Company, LLC
PSNC Cardinal 1,000 100% 1
Pipeline Company N/A 33% N/A
Cardinal Pipeline
Company, LLC**
* ETC
** Exempt pursuant to Rule 16.
</TABLE>
INVESTMENTS IN OTHER COMPANIES
10. Give a tabulation showing all investment of the registrant and each
subsidiary thereof in holding companies and in public utility companies
which are not subsidiary companies of the registrant. Also, show all other
investments of the registrant and each subsidiary thereof in the securities
of any other enterprise, if the book value of the investment in any such
enterprise exceeds 2% of the total debit accounts shown on the balance
sheet of the company owning investment or an amount in excess of $25,000
(whichever amount is the lesser). Give the principal amount and number of
shares or units and the cost of each issue of such securities to the system
company originally acquiring such security, and the amount at which the
same are carried on the books of the owner. List all such securities
pledged as collateral for loans or other obligations and identify loans and
obligations for which pledged. This information should be given as of the
same date as the information furnished in Item 8.
<PAGE>
<TABLE>
<CAPTION>
Investor Investee Type Quantity Cost Carrying Value
- --------------------------- ---------------------- ------------------------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
SCANA Cogen South Limited Liability N/A $ 14,306,797 $ 14,306,797
Corporation
SCANA Palmetto Lime Limited Liability N/A 15,966,145 15,966,145
Corporation
SCANA Palmetto Seed Common Shares 7,500 75,000 75,000
Capital Corp.
SCANA Palmetto Seed Limited Partnership N/A 312,867 312,867
Capital Fund
SCANA Business Development Capital Stock 150 150,000 150,000
Corp. Certificate
SCE&G Business Development Capital Stock 60 60,000 60,000
Corp. Certificate
SCANA Communications ITC Holding Company, Common Shares 3,098,464 7,087,682 7,087,682
Holdings Inc.* Inc.
SCANA Communications ITC Holding Company, Series A Convertible 645,153 8,880,215 8,880,215
Holdings Inc.* Inc. Preferred
SCANA Communications ITC Holding Company, Series B Convertible 133,664 4,963,100 4,963,100
Holdings Inc.* Inc. Preferred
SCANA Communications ITC DeltaCom Inc. Common Shares 5,105,833 42,738,488 141,048,636
Holdings Inc.*
SCANA Communications ITC DeltaCom, Inc. Series A Convertible 1,480,771 11,259,673 11,259,673
Holdings Inc.* Preferred
SCANA Communications Powertel, Inc.* Common Shares 4,887,869 72,842,884 490,619,853
Holdings Inc.*
SCANA Communications Powertel, Inc.* Series B Convertible 100,000 75,060,428 75,060,428
Holdings Inc.* Preferred
SCANA Communications Powertel, Inc.* Series D Convertible 50,000 22,501,873 22,501,873
Holdings Inc.* Preferred
SCANA Communications Powertel, Inc.* Series E Convertible 50,000 75,001,126 75,001,126
Holdings Inc.* Preferred
SCANA Communications Knology, Inc. Senior Discount Notes 71,050 39,998,908 51,575,420
Holdings Inc.*
SCANA Communications, Knology, Inc. Warrants to Purchase 265,300 - -
Inc.* Preferred Shares
SCANA Communications Knology, Inc. Series A Preferred Stock 451,800 1,129,500 1,129,500
Holdings Inc.*
SCANA Communications, FRC, LLC* Limited Liability N/A 6,483,927 6,483,927
Inc.* Corporation
PSNC Blue Ridge Pine Needle LNG Limited Liability N/A 10,678,733 10,678,733
Corporation Company, Corporation
LLC**
PSNC Cardinal Pipeline Cardinal Pipeline Limited Liability N/A 18,210,651 18,210,651
Company Company, Corporation
LLC**
SCANA Energy Marketing SCANA Energy Trading Limited Liability N/A 320,771 320,771
Inc. Corporation
PrimeSouth Inc. West Texas Renewables Limited Liability N/A 7,955,244 7,955,244
Corporation
---------------- ---------------
Total Investments $ 435,984,011 $ 963,647,640
================ ===============
</TABLE>
* ETC
** Exempt pursuant to Rule 16.
INDEBTEDNESS OF SYSTEM COMPANIES
11. List each indebtedness of the registrant and of each subsidiary company
thereof (other than indebtedness reported under Item 8, but as of the same
date) where the aggregate debt owed by any such company to any one person
exceeds $25,000 or an amount exceeding 2% of the total of the debit
accounts shown on the balance sheet of the debtor (whichever amount is the
lesser) but not including any case in which such aggregate indebtedness is
less than $5,000, and give the following additional information as to each
such indebtedness:
(a) Debts owed to associate companies as of December 31, 1999:
(i) Intercompany Payables and Receivables:
<TABLE>
<CAPTION>
Name of Debtor Name of Creditor Amount Owed Rate of Interest Date of Maturity
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
ServiceCare, Inc. SCANA $ 837,728.61 N/A N/A
SCANA Propane SCANA 28,630.45 N/A N/A
Services, Inc.
SCANA Energy SCANA 3,356,308.01 N/A N/A
Marketing, Inc.
Primesouth, Inc. SCANA 454,197.22 N/A N/A
SCANA Petroleum SCANA 24,636.21 N/A N/A
Resources, Inc.
SCANA Development SCANA 127,036.40 N/A N/A
Corporation
South Carolina SCANA 2,737,487.79 N/A N/A
Pipeline
Corporation
SCANA South Carolina 31,481.30 N/A N/A
Pipeline
Corporation
SCANA Propane Gas, SCANA 66,445.54 N/A N/A
Inc.
SCANA Communications, SCANA 1,204,696.84 N/A N/A
Inc.*
SCE&G SCANA 25,800,000.00 N/A N/A
GENCO SCANA 900,000.00 N/A N/A
SCANA Resources, Inc. SCANA 163,794.79 N/A N/A
<PAGE>
Palmetto Lime, LLC SCANA 14,231,678.00 7.00% N/A
Cogen South, LLC SCANA 14,306,797.00 N/A N/A
ServiceCare, Inc. SCE&G 164,275.45 N/A N/A
SCANA Energy SCE&G 3,172,722.18 N/A N/A
Marketing, Inc.
Primesouth, Inc. SCE&G 29,908.99 N/A N/A
SCE&G SCANA Development 69,811.14 N/A N/A
Corporation
South Carolina SCE&G 261,900.26 N/A N/A
Pipeline
Corporation
SCANA Communications, SCE&G 531,812.04 N/A N/A
Inc.*
South Carolina Fuel SCE&G 11,698,000.00 N/A N/A
Company, Inc.
SCE&G ServiceCare, Inc. 315,718.40 N/A N/A
SCE&G SCANA Energy 2,670,782.17 N/A N/A
Marketing, Inc.
SCE&G SCANA Development 64,814.33 N/A N/A
Corporation
SCE&G South Carolina 20,966,861.01 N/A N/A
Pipeline Corporation
SCE&G GENCO 9,213,414.89 N/A N/A
SCANA Propane Gas, South Carolina 21,007.86 N/A N/A
Inc. Pipeline Corporation
SCANA Propane SCANA Propane Gas, 52,546.13 N/A N/A
Services, Inc.
Inc.
SCANA SCANA Propane 37,388,733.27 N/A N/A
Services, Inc
SCANA SCANA Propane Gas, 30,860,295.37 N/A N/A
Inc
C&T Pipeline, LLC South Carolina 16,844.99 N/A N/A
Pipeline Corporation
South Carolina C&T Pipeline, LLC 6,452,215.98 N/A N/A
Pipeline Corporation
PSNC Production PSNC 629,869.51 N/A N/A
Corporation
PSNC SCANA Public Service 150,922.86 N/A N/A
Company, LLC
</TABLE>
* ETC
(ii) Intercompany Notes Receivable/Payable:
<TABLE>
<CAPTION>
Name of Debtor Name of Creditor Amount Owed Rate of Interest Date of Maturity
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
GENCO SCANA $ 1,250,000.00 6.34% N/A
Primesouth, Inc. SCANA 7,964,000.00 6.34% N/A
ServiceCare, Inc. SCANA 22,155,927.00 6.34% N/A
SCANA Development SCANA 827,610.62 5.00% 1/1/23
Corporation
SCANA Development SCANA 2,358,454.71 6.34% 6/30/16
Corporation
SCANA Development SCANA 302,136.67 6.34% N/A
Corporation
SCANA Development SCANA 107,998.51 6.34% 11/1/00
Corporation
SCANA Development SCANA 395,400.00 6.34% N/A
Corporation
South Carolina SCANA 34,027,797.37 6.80% N/A
Pipeline
Corporation
South Carolina SCANA 25,000,000.00 6.90% N/A
Pipeline
Corporation
SCANA Communications, SCANA 342,869,224.58 6.34% N/A
Inc.*
SCANA Energy SCANA 149,608,849.00 6.34% N/A
Marketing, Inc.
SCANA Resources, Inc. SCANA 3,305,253.57 6.34% N/A
SCANA Communications SCANA 332,180,427.40 6.34% N/A
Holdings, Inc.* Communications,
Inc.*
PSNC Blue Ridge PSNC 9,140,366.94 N/A N/A
Corporation
PSNC Production PSNC 9,384,269.02 N/A N/A
Corporation
PSNC Clean Energy 6,819,596.20 N/A N/A
Enterprises,
Inc.
PSNC Cardinal Pipeline PSNC 17,285,091.45 N/A N/A
Company
</TABLE>
* ETC
<PAGE>
(b) Debts owed to others as of December 31, 1999:
BY PERMISSION OF THE STAFF OF THE COMMISSION,
"DEBTS OWED TO OTHERS" HAS BEEN OMITTED.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease (omitting oil and gas
leases) to which the registrant or any subsidiary company thereof is a
party, which involves rental at an annual rate of more than $50,000 or an
amount exceeding 1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such sums is the
lesser) but not including any lease involving rental at a rate of less than
$5,000 per year.
<TABLE>
<CAPTION>
Lessee Lessor Items Leased Total 1999 Payments
- ------------------------------------------ -------------------------------- ----------------------------- --------------------
<S> <C> <C> <C>
SCE&G P.W. Main Associates Office Space $ 7,993,084
SCE&G Blanchard Machinery, et al. Misc. Equipment and Tools 57,549
SCE&G Flex Leasing Railcars 1,663,269
SCE&G Centoff Realty Office Space 251,272
SCE&G Riverland Development Office Space 57,578
SCE&G Riverland Development Office Space 78,732
SCE&G M.S. Joint Venture Office Space 630,740
SCE&G Warren P. Hylton Office Space 227,315
SCE&G SCANA Development Corp. Office Space 116,616
SCE&G S.C. National Guard Office Space 120,000
SCE&G Alliance Scaffolding Clean & Contaminated 194,215
Scaffolding
SCE&G Xerox Reproduction Equipment 126,365
SCE&G MC Leasing, Inc., et al. Computers 300,000
---------------
$ 11,816,735
===============
SCANA Energy Marketing, Inc. South Cresent Resources Building $ 322,768
Carolina
SCANA Energy Marketing, Inc. South Trizechahn Building 222,352
Carolina
SCANA Energy Marketing, Inc. South Centennial, LLE Office Space 300,000
Carolina
---------------
$ 845,120
===============
SCANA Communications, Inc.* Pinacle Towers Towers $ 208,487
SCANA Communications, Inc.* SCE&G Office Space 184,197
SCANA Communications, Inc.* Warren P. Hylton Office Space 84,648
SCANA Communications, Inc.* Warren P. Hylton Office Space 81,648
---------------
$ 558,980
===============
* ETC
ServiceCare, Inc. Riverland Development Corp. Office Space $ 192,718
---------------
$ 192,718
===============
PSNC Pearson's Inc. Office Building $ 105,664
PSNC New Court Leasing Copiers 60,452
PSNC IBM Credit Corp. One-Way Processor 79,908
PSNC CLG, Inc. Virtual Array Storage 229,829
PSNC OCE Printing Systems Page Printers 72,012
PSNC Pitney Bowes Credit Corp. Mailing Machines 53,400
---------------
$ 601,265
===============
SCANA Energy Marketing, Inc. Georgia Turner Arena Operations, Inc. Office Space $ 225,000
SCANA Energy Marketing, Inc. Georgia Regent Partners Office Space 232,248
SCANA Energy Marketing, Inc. Georgia The Kroger Co. Office Space 630,000
---------------
$ 1,087,248
================
GRAND TOTAL LEASES $ 15,102,066
================
</TABLE>
<PAGE>
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary company
thereof has issued, sold, or exchanged either publicly or privately any
securities having a principal amount, par, stated or declared value
exceeding $1,000,000 or exceeding an amount equal to 10% of the total
liabilities as shown by the balance sheet of issuer at the time such issue
(whichever of such sums is the lesser), give the following information with
respect to each such issue or sale:
<TABLE>
<CAPTION>
Issuer Title of Amount Issued Proceeds Approximate Name of Underwriters
Issue or Sold ($000) Received by Expenses of Principal Initial
Issuer per Issuer per Underwriters Offering
$100 (before $100 Price
expenses)
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
1995
SCE&G First 100,000 99.583 8.362 PaineWebber 100%
Mortgage
Bonds
SCANA Common Stock 4,500 22.410 1.003 PaineWebber 23.000
and
Robinson-Humphrey
SCANA(1) Common Stock 1,435 27.300 0 N/A N/A
SCANA(2) Common Stock 1,631 29.260 0 N/A N/A
1996
SCANA(1) Common Stock 1,118 27.110 0 N/A N/A
SCANA(2) Common Stock 1,394 27.200 0 N/A N/A
1997
SCANA Medium-Term 25,000 99.375 1.563 PaineWebber 100%
Notes
SCE&G Cumulative 100,000 99.000 1.303 PaineWebber 100%
Preferred
Stock
SCE&G Trust I Trust 50,000 100.000 0.788 Credit 100%
Preferred Suisse First
Boston and
Securities PaineWebber
SCE&G Junior 50,000 100.000 0.152 Credit 100%
Suisse First
Subordinated Boston and
PaineWebber
Debentures
SCANA(1) Common Stock 185 26.240 0 N/A N/A
SCANA(2) Common Stock 961 25.480 0 N/A N/A
1998
SCANA Medium-Term 60,000 99.500 3.150 PaineWebber 100%
Notes
SCANA Medium-Term 75,000 99.500 3.150 PaineWebber 100%
Notes and
Credit
Suisse First
Boston
SCANA Medium-Term 115,000 99.375 7.481 PaineWebber, 100%
Notes Credit
Suisse First
Boston and
BankAmerica
1999
SCE&G First 100,000 99.333 7.168 PaineWebber 100%
Mortgage and
Bonds Credit
Suisse First
Boston
SCANA Medium-Term 150,000 100.000 1.434 Credit 100%
Notes Suisse First
Boston
SCANA Medium-Term 50,000 99.5000 2.500 PaineWebber 100%
Notes and
BankAmerica
</TABLE>
(1) Issued pursuant to SCANA Investor Plus Plan
(2) Issued pursuant to SCANA's Stock Purchase Savings Plan
<PAGE>
AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES
14(a). Summarize the terms of any existing agreement to which the registrant
of any associate or affiliate company thereof is a party or in which
any such company has a beneficial interest with respect to future
distributions of securities of the registrant or of any subsidiary.
Certain information regarding agreements with respect to future
distribution of securities of SCANA and its subsidiaries is set forth
in the following documents, the applicable portions of which are
hereby incorporated by reference: Item 1.G of the Financing U-1, as
amended; information with respect to SCANA's Investor Plus Plan is set
forth in SCANA's Registration Statement No. 33-32107; information with
respect to SCANA's Stock Purchase Plan is set forth in SCANA
Registration Statement No. 333-87281; information with respect to
SCANA's Non-Employee Directors Plan is set forth in SCANA Registration
Statement No. 333-18973; information with respect to SCANA's
Performance Share Plan is set forth in SCANA Registration Statement
No. 33-49333; and information with respect to SCANA's Long-Term Equity
Incentive Plan is set forth in SCANA's application/declaration of Form
U-1 (File No. 70-9639).
14(b). Describe briefly the nature of any financial interest (other than the
ownership of securities acquired as a dealer for the purpose of
resale) which any person with whom such agreement exists, has in the
registrant or in any associate company thereof.
The beneficiaries of the employee benefit plans referred to above
may be deemed to have a financial interest in the registrant or
affiliated companies thereof by virtue of their employment
relationship with the registrant or such other companies and
compensation, benefit and severance agreements and arrangements
relating to such employment.
TWENTY LARGEST HOLDERS OF CAPITAL STOCKS
15. As of a recent date (indicating such date for each class) give the
following information with respect to the holders of each class of stock
and/or certificates of beneficial interest of the registrant:
(a) The twenty largest registered holders of common stock of SCANA, as of
its most recent dividend record date.
SCANA shares can be held by certificate, through dividend
reinvestment plans, through investment companies, and other street
name and nominee accounts. Absent an unreasonable expenditure of time
and money, SCANA has no way to determine the number of shares held by
each holder of beneficial interest. Accordingly, SCANA is only able to
provide information as to shares registered with SCANA.
The following table sets forth SCANA's twenty largest registered
shareholders on the books as of April 11, 2000:
<PAGE>
<TABLE>
<CAPTION>
Title of Issue Holder of Record and Address Number of Shares Percent of Class
Owned
<S> <C> <C> <C>
SCANA Common Stock Cede & Co. 85,262,541 83.93%
PO Box 20, Bowling Green
Station, New York, NY 10004
SCANA Common Stock Merrill Lynch, Pierce, 1,522,118 1.5%
Fenner & Smith Incorporated,
101 Hudson Street
Jersey City, NJ 07302
SCANA Common Stock First Union & Co. 190,891 0.19%
First Union National Bank
Trust, 1525 W. WT Harris
Boulevard, Charlotte, NC 28288
SCANA Common Stock Jack H. Shannon 149,497 0.15%
3824 Old Leeds Road
Birmingham, AL 35213
SCANA Common Stock W. Nelson Hare 130,107 0.13%
PO Box 868, Apex, NC 27502
SCANA Common Stock Allen K. Pike Revocable Trust 110,000 0.11%
(F.B.O. Allen W. Pike), 20
Chestnut Street
Apartment N10
Charlotte, NC 03833
SCANA Common Stock Annabelle Z. Royster 91,076 0.09%
3621 W. Club Colony Drive
Gastonia, NC 28056
SCANA Common Stock Phyllis Z. Sudduth 88,129 0.09%
3617 W. Club Colony Drive
Gastonia, NC 28056
SCANA Common Stock The Carlton Trust (F.B.O. 79,360 0.08%
Marion D. Lucas, Jr. Trust)
PO Box 3931, Florence, SC 29502
SCANA Common Stock Maurice Miller Revocable Trust 73,799 0.07%
(F.B.O. Maurice Miller &
Maurleen V. Miller Trust), PO
Box 312, Batavia, OH 45103
SCANA Common Stock Lawrence M. Gressette, Jr. 60,986 0.06%
40 Avian Trail, Columbia, SC
29206
SCANA Common Stock Henry D. Ledbetter 58,736 0.06%
PO Box 1177, Rockingham, NC
28380
SCANA Common Stock Charles E. Ziegler 49,152 0.05%
3427 Cypress Club Drive,
Charlotte, NC 28210
SCANA Common Stock Robert Glenmore Sharp Living 47,707 0.05%
Trust (F.B.O. Robert Glenmore
Sharp Trust), PO Box 998,
Sumter, SC 29151
<PAGE>
SCANA Common Stock Virgil C. Summer, 122 Holly 45,636 0.04%
Ridge Lane, Quail Hollow, West
Columbia, SC 29169
SCANA Common Stock Fannie B. Ziegler, 2029 D. 42,349 0.04%
Union Road, Gastonia, NC 28054
SCANA Common Stock William J. Canady, 127 Jackson 42,108 0.04%
Avenue, South Park, Morgantown,
WV 26501
SCANA Common Stock Winifred Pitts Nixon, 316 Broad 42,078 0.04%
Street, La Grange, GA 30240
SCANA Common Stock Virginia H. Ziegler, 3427 37,207 0.04%
Cypress Club Drive, Charlotte,
NC 28210
SCANA Common Stock Barbara L. Sudduth Kincaid 36,300 0.04%
16630 Greenfarm Road,
Huntersville NC 28078
</TABLE>
(b) Number of shareholders of record each holding 1,000 shares or more,
and aggregate number of shares so held.
At the most recent record date, there were 3,568 shareholders
holding 1,000 shares or more. The aggregate number of shares held by
these shareholders was 97,552,794.
(c) Number of shareholders of record each holding less than 1,000 shares,
and aggregate number of shares so held.
At the most recent record date, there were 27,240 shareholders
holding less than 1,000. The aggregate number of shares held by these
shareholders was 4,038,871.
OFFICERS, DIRECTORS AND EMPLOYEES
16(a). Positions and Compensation of Officers and Directors. Give name and
address of each director and officer (including any person who performs
similar functions) of the registrant, of each subsidiary company
thereof, and of each mutual service company which is a member of the
same holding company system. Opposite the name of each such individual
give the title of every such position held by him and briefly describe
each other employment of such individual by each such company.
State the present rate of compensation on an annual basis for each
director whose aggregate compensation from all such companies exceeds
$1,000 per year, and of each officer whose aggregate compensation from
such companies is at the rate of $20,000 or more per year. In the event
any officer devotes only part of his time to a company or companies in
the system this fact should be indicated by appropriate footnote. Such
compensation for such part time should be computed on an annual rate
and if such annual rate exceeds $20,000 the actual compensation as well
as annual rate should also be reported.
<PAGE>
16(b). Compensation of Certain Employees. As to regular employees of such
companies who are not directors or officers of any one of them, list
the name, address, and aggregate annual rate of compensation of all
those who receive $20,000 or more per year from all such companies.
16(c). Indebtedness to System Companies. As to every such director, trustee or
officer as aforesaid, who is indebted to any one of such companies, or
on whose behalf any such company has now outstanding and effective any
obligation to assume or guarantee payment of any indebtedness to
another, and whose total direct and contingent liability to such
company exceeds the sum of $1,000, give the name of such director,
trustee, or officer, the name of such company, and describe briefly the
nature and amount of such direct and contingent obligations.
16(d). Contracts. If any such director, trustee, or officer as aforesaid: (1)
has an existing contract with any such company (exclusive of an
employment contract which provides for no compensation other than that
set forth in paragraph (a) of this Item); or, (2) either individually
or together with the members of his immediate family, owns, directly or
indirectly, 5% or more of the voting securities of any third person
with whom any such company has an existing contract; or, (3) has any
other beneficial interest in an existing contract to which any such
company is a party; describe briefly the nature of such contract, the
names of the parties thereto, the terms thereof, and the interest of
such officer, trustee, or director therein.
By permission of the Staff of the Commission, information
required to be disclosed pursuant to Items 16(a) through 16(d) is not
set forth herein. In lieu thereof, information in respect thereof is
set forth in (i) the Proxy Statement of SCANA distributed in connection
with the 2000 Annual Meeting of Shareholders and (ii) the Annual Report
on Form 10-K for the year ending December 31, 1999 for SCANA and the
Annual Report of Form 10-K for the fiscal year ended September 30, 1999
for PSNC, and such information is hereby incorporated by reference.
16(e). Banking Connections. If any such director, trustee, or officer is an
executive officer, director, partner, appointee, or representative of
any bank, trust company, investment banker, or banking association or
firm, or of any corporation a majority of whose stock having the
unrestricted right to vote for the election of directors, is owned by
any bank, trust company, investment banker, or banking association or
firm, state the name of such director or officer, describe briefly such
other positions held by him and indicate which of the rules under
Section 17(c) authorizes the registrant and subsidiary companies of
which he is a director or officer to retain him in such capacity.
1. James A. Bennett - Member of Board of Directors since 1997 and
currently the President and Chief Executive Officer of South Carolina
Community Bank, based in South Carolina. There is a pending no-action
letter regarding Mr. Bennett's status under the Act.
<PAGE>
2. William C. Burkhardt - Member of Board of Directors since 2000 and
currently a director of Capital Bank. Authorized pursuant to Rule
70(a) of the Act.
3. Elaine T. Freeman -- Member of Board of Directors since 1992 and
currently a director of National Bank of South Carolina. Authorized
pursuant to Rule 70(a) of the Act.
4. W. Hayne Hipp -- Member of Board of Directors since 1983 and currently
a director of Wachovia Corporation. Authorized pursuant to Rule 70(b)
of the Act.
5. Lynne A. Miller -- Member of Board of Directors since 1997 and
currently a director of Adams National Bank. Authorized pursuant to
Rule 70(b) of the Act
6. Maceo K. Sloan -- Member of Board of Directors since 1997 and
currently a director of Mechanics & Farmers Bank. Authorized pursuant
to Rule 70(a) of the Act.
INTERESTS OF TRUSTEES IN SYSTEM COMPANIES
17. Describe briefly the nature of any substantial interest which any trustee
under indentures executed in connection with any outstanding issue of
securities of the registrant or any subsidiary thereof, has in either the
registrant or such subsidiary, and any claim which any such trustee may
have against registrant or any subsidiary; provided, however, that it shall
not be necessary to include in such description any evidences of
indebtedness owned by such trustee which were issued pursuant to such an
indenture.
To the knowledge of SCANA, no such interests exist.
Service, sales, and construction contracts
18. As to each service, sales, or construction contract (as defined in
paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant
and any subsidiary company thereof has had in effect within the last three
months, describe briefly the nature of such contract, the name and address
of the parties thereto, the dates of execution and expiration, and the
compensation to be paid thereunder. Attach typical forms of any such
contracts as an exhibit to this registration statement. If the other party
to any such contract is a mutual service company or a subsidiary service
company which is a member of the same holding company system as the
registrant and as to which the Commission has made a favorable finding in
accordance with Rule 13-22, specific reference may be made to the
application or declaration filed by such company pursuant to Rule 13-22 and
no further details need be given as to such contracts.
1. SCANA Services has entered into service agreements, a form of which is
filed herewith as Exhibit H-1, each dated as of April 1, 2000 and in
the form filed as Exhibit C-1 to the Financing U-1 and approved by the
Commission, with each of SCANA, SCE&G, PSNC, South Carolina Pipeline
Corporation, SCANA Energy Marketing, Inc., SCANA Communications, Inc.
and Primesouth, Inc.
2. SCANA Communications, Inc. has entered into Ground Lease Agreements, a
form of which is filed herewith as Exhibit H-2, with SCE&G in
connection with Lady's Island and Burton substations. There are
currently two such lease agreements entered into on March 1, 2000 and
May 1, 2000, respectively, and are each set to expire five years
thereafter, subject to renewal. The rent to be paid thereunder is
$4,800/year and $6,000/year, respectively.
<PAGE>
3. SCE&G entered into an Agency Agreement with SCANA Energy Marketing,
Inc. on July 1, 1997. The agreement is to continue until terminated.
Under the agreement, SCANA Energy Marketing, Inc. acts as a
non-exclusive broker for SCE&G. Compensation to SCANA Energy
Marketing, Inc. shall be all out of pocket costs assignable to and a
portion of SCANA Energy Marketing, Inc.'s fixed costs properly
allocable to SCANA Energy Marketing, Inc.'s provision of services
thereunder. This agreement is filed herewith as Exhibit H-3.
LITIGATION
19. Describe briefly any existing litigation of the following descriptions, to
which the registrant or any subsidiary company thereof is a party, or of
which the property of the registrant or any such subsidiary company is the
subject, including the names of the parties and the court in which such
litigation is pending:
(1) Proceedings to enforce or to restrain enforcement of any order of a
State commission or other governmental agency;
(2) Proceedings involving any franchise claimed by any such company;
(3) Proceedings between any such company and any holder, in his capacity
as such, of any funded indebtedness or capital stock issued, or
guaranteed by such company, or between any such company and any
officer thereof;
(4) Proceedings in which any such company sues in its capacity as owner of
capital stock or funded indebtedness issued or guaranteed by any other
company; and
(5) Each other proceeding in which the matter in controversy, exclusive of
interest and costs, exceeds an amount equal to 2% of the debit
accounts shown on the most recent balance sheet of such company.
Information regarding litigation involving SCANA and its
subsidiaries is incorporated by reference to the following documents:
Item 3 of the Annual Report of SCANA on Form 10-K for the year ended
December 31, 1999 (File No. 1-8809), SCANA's Quarterly Report on Form
10-Q for the transition period from October 1, 1999 to December 31,
1999 (File No. 1-8809), Item 3 of the Annual Report of PSNC for the
fiscal year ended September 30, 1999 (File No. 1-11429) and PSNC's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1999,
as amended by Form 10-Q/A filed on March 27, 2000 (File No. 1-11429).
<PAGE>
EXHIBITS
EXHIBIT A. Furnish a corporate chart showing graphically relationships
existing between the registrant and all subsidiary companies
thereof as of the same date as the information furnished in
the answer to Item 8. The chart should show the percentage of
each class voting securities of each subsidiary owned by the
registrant and by each subsidiary company.
A corporate chart of SCANA and its subsidiaries has been
provided as Exhibit A-1.
EXHIBIT B. With respect to the registrant and each subsidiary company
thereof, furnish a copy of the charter, articles of
incorporation, trust agreement, voting trust agreement, or
other fundamental document of organization, and a copy of
its bylaws, rules, and regulations, or other instruments
corresponding thereto. If such documents do not set forth
fully the rights, priorities, and preferences of the
holders of each class of capital stock described in the
answer to Item 8(b) and those of the holders of any
warrants, options or other securities described in the
answer to Item 8(d), and of any limitations on such rights,
there shall also be included a copy of each certificate,
resolution, or other document establishing or defining such
rights and limitations. Each such document shall be in the
amended form effective at the date of filing the
registration statement or shall be accompanied by copies of
any amendments to it then in effect.
By permission of the Staff of the Commission, in lieu
of the exhibits required hereunder, the disclosure
requirements for Exhibit B have been limited to (i) the
state of incorporation for SCANA and each of its subsidiary
companies; (ii) a brief description of every subsidiary
company of SCANA; and (iii) a brief description of every
subsidiary company of SCANA including a statement as to
whether each such company is active or inactive. Such
information is set forth in Items 4 and 5 hereof.
EXHIBIT C.(a) With respect to each class of funded debt shown in the
answers to Items 8(a) and 8(c), submit a copy of the
indenture or other fundamental document defining the rights
of the holders of such security, and a copy of each contract
or other instrument evidencing the liability of the
registrant or a subsidiary company thereof as endorser or
guarantor of such security. Include a copy of each amendment
of such document and of each supplemental agreement,
executed in connection therewith. If there have been any
changes of trustees thereunder, such changes, unless
otherwise shown, should be indicated by notes on the
appropriate documents. No such indenture or other document
need be filed in connection with any such issue if the total
amount of securities that are now, or may at any time
hereafter, be issued and outstanding thereunder does not
exceed either $1,000,000 or an amount equal to 10% of the
total of the debit accounts shown on the most recent balance
sheet of the registrant or subsidiary company which issued
or guaranteed such securities or which is the owner of
property subject to the lien of such securities, whichever
of said sums is the lesser.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
<PAGE>
(b) As to each outstanding and uncompleted contract or agreement
entered into by registrant or any subsidiary company thereof
relating to the acquisition of any securities, utility assets
(as defined in section 2(a)(18) of the Act), or any other
interest in any business, submit a copy of such contract or
agreement and submit details of any supplementary
understandings or arrangements that will assist in securing an
understanding of such transactions.
OMITTED BY PERMISSION OF THE STAFF OF THE COMMISSION.
EXHIBIT D. A consolidating statement of income and surplus of the
registrant and its subsidiary companies for its last fiscal
year ending prior to the date of filing this registration
statement, together with a consolidating balance sheet of the
registrant and its subsidiary companies as of the close of
such fiscal year.
The financial statements of SCANA and its subsidiaries,
with pro forma adjustments to reflect the acquisition of
PSNC, have been provided as Exhibit D-1.
EXHIBIT E. For each public utility company and natural gas producing
and pipe line property in the holding company system of the
registrant, furnish the following maps (properties of
associate companies operating in contiguous or nearby areas
may be shown on the same map, provided property and service
areas of each company are shown distinctively).
(1) Map showing service area in which electric service is furnished, indicating
the names of the companies serving contiguous areas.
(2) Electric system map showing location of electric property (exclusive of
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and capacity;
(b) Transmission lines -- voltage, number of circuits, kind of supports,
kind and size of conductors;
(c) Transmission substations -- capacity;
(d) Distribution substation -- capacity; and
(e) Points of interconnection with all other electric utility companies
and with all electrical enterprises operated by municipal or
governmental agencies, giving names of such companies and enterprises.
(3) Map showing service area in which gas service is furnished, indicating the
names of companies serving contiguous areas; and
(4) Gas system map showing location of gas property (exclusive of low pressure
local distribution lines) owned and/or operated, and information as
follows:
(a) Generating plants -- kind and daily capacity;
(b) Holders -- kind and capacity;
<PAGE>
(c) Compressor stations -- capacity in horsepower;
(d) Transmission pipe lines -- size, approximate average transmission
pressure and the estimated daily delivery capacity of the system;
(e) Points of interconnection with all other private and public gas
utilities, pipe lines, or producing enterprises; giving names of such
companies and other enterprises; and
(f) General location and outline of gas producing and reserve areas and
diagrammatic location of gathering lines.
The maps have been provided as Exhibits E-1 through E-10.
EXHIBIT F. Furnish an accurate copy of each annual report for the last
fiscal year ending prior to the date of the filing of this
registration statement, which the registrant and each
subsidiary company thereof has previously submitted to its
stockholders. For companies for which no reports are submitted
the reason for omission should be indicated; provided that
electronic filers shall submit such reports in paper format
only under cover of Form SE.
SCANA's 2000 Annual Report to Shareholders has been
provided as Exhibit F-1 hereto. PSNC's 1999 Annual Report to
Shareholders has been provided as Exhibit F-2 hereto. SCANA's
Annual Report on Form 10-K for the year ended December 31,
1999 (File No. 1-8809), PSNC's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999 (File No. 1-11429)
and SCE&Gs Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-3375), are each incorporated by
reference herein.
EXHIBIT G. Furnish a copy of each annual report that the registrant and
each public utility subsidiary company thereof shall have
filed with any State Commission having jurisdiction to
regulate public utility companies for the last fiscal year
ending prior to the date of filing this registration
statement. If any such company shall have filed similar
reports with more than one such State commission, the
registrant need file a copy of only one of such reports
provided that notation is made of such fact, giving the
names of the different commissions with which such report
was filed, and setting forth any differences between the
copy submitted and the copies filed with such other
commissions. In the event any company submits an annual
report to the Federal Power Commission but not to a State
commission, a copy of such report should be furnished. In
the case of a registrant or any public utility subsidiary
company for which no report is appended the reasons for such
omission should be indicated such as "No such reports
required or filed;" provided that electronic filers shall
submit such reports in paper format only under cover of Form
SE.
1. 1999 Annual Report of SCE&G on FERC Forms 1 and 2 to the SCPSC (filed
herewith as Exhibit G-6 on Form SE).
2. 1999 Annual Report of GENCO on FERC Form 1 to the SCPSC (filed
herewith as Exhibit G-7 on Form SE).
3. 1999 Annual Report of South Carolina Pipeline Corporation on FERC Form
2 to the SCPSC (filed herewith as Exhibit G-4 on Form SE).
<PAGE>
4. 1999 Annual Report of PSNC on FERC Form 2 to the NCUC (filed herewith
as Exhibit G-5 on Form SE).
EXHIBIT H. Typical forms of service, sales, or construction contracts
described in answer to Item 18.
1. SCANA Services has entered into service agreements, a form of which is
filed herewith as Exhibit H-1, each dated as of April 1, 2000 and in
the form filed as Exhibit C-1 to the Financing U-1 and approved by the
Commission, with each of SCANA, SCE&G, PSNC, South Carolina Pipeline
Corporation, SCANA Energy Marketing, Inc., SCANA Communications, Inc.
and Primesouth, Inc.
2. SCANA Communications, Inc. has entered into Ground Lease Agreements, a
form of which is filed herewith as Exhibit H-2, with SCE&G in
connection with Lady's Island and Burton substations. There are
currently two such lease agreements entered into on March 1, 2000 and
May 1, 2000, respectively, and are each set to expire five years
thereafter, subject to renewal. The rent to be paid thereunder is
$4,800/year and $6,000/year, respectively.
3. SCE&G entered into an Agency Agreement with SCANA Energy Marketing,
Inc. on July 1, 1997. The agreement is to continue until terminated.
Under the agreement, SCANA Energy Marketing, Inc. acts as a
non-exclusive broker for SCE&G. Compensation to SCANA Energy
Marketing, Inc. shall be all out of pocket costs assignable to and a
portion of SCANA Energy Marketing, Inc.'s fixed costs properly
allocable to SCANA Energy Marketing, Inc.'s provision of services
thereunder. This agreement is filed herewith as Exhibit H-3.
This registration statement is comprised of:
(a) Pages numbered 1 to 25 consecutively.
(b) The following Exhibits: the Exhibits shown on the attached exhibit
index.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the registrant has caused this registration statement to be duly signed
on its behalf in the City of Columbia and State of South Carolina on the 11th
day of May, 2000.
SCANA CORPORATION
By: /s/ H. Thomas Arthur
--------------------
Name: H. Thomas Arthur
Title: Senior Vice President and
General Counsel
(Seal)
Attest:
/s/ Lynn M. Williams
(Secretary)
<PAGE>
VERIFICATION
State of South Carolina
County of Richland
The undersigned being duly sworn deposes and says that he has duly executed the
attached registration statement dated May 11, 2000 for and on behalf of SCANA
Corporation; that he is the Senior Vice President and General Counsel of such
company; and that all action taken by stockholders, directors, and other bodies
necessary to authorize deponent to execute and file such instrument has been
taken. Deponent further says that he is familiar with such instrument and the
contents thereof, and that the facts therein set forth are true to the best of
his knowledge, information and belief.
/s/ H. Thomas Arthur
--------------------
H. Thomas Arthur
(OFFICIAL SEAL)
Subscribed and sworn to before me, a notary public
this 11th day of May, 2000
/s/ Sarah A. Davis
- ------------------
My commission expires February 2, 2004
<PAGE>
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
A-1 Corporate chart of SCANA and its subsidiaries (filed
herewith on Form SE).
D-1 Consolidating pro forma income statement of SCANA and its
subsidiaries for the year ended December 31, 1999 and
consolidating pro forma balance sheet of SCANA and its
subsidiaries as of December 31, 1999.
E-1 Map of SCANA's gas and electric service areas (filed
herewith on Form SE).
E-2 Map of SCE&G's service area, districts and office location
(filed herewith on Form SE).
E-3 Map of South Carolina Pipeline and PSNC Energy Gas Pipeline
System location (filed herewith on Form SE).
E-4 Map of South Carolina Pipeline Corporation natural gas
transmission pipelines location (filed herewith on Form SE).
E-5 Map of PSNC natural gas service areas location (filed
herewith on Form SE).
E-6 Map of franchised service territories location (filed
herewith on Form SE).
E-7 Map of certain SCANA office locations location (filed
herewith on Form SE).
E-8 Map of SCE&G transmission system location (filed herewith on
Form SE).
E-9 Map of PSNC transmission system location (filed herewith on
Form SE).
E-10 Map of SCE&G gas service territories location (filed
herewith on Form SE).
F-1 SCANA's 2000 Annual Report to Shareholders (filed herewith
on Form SE).
F-2 PSNC's 1999 Annual Report to Shareholders (filed herewith on
Form SE).
G-1 1999 Annual Report of SCE&G to the FERC (FERC Form 1) (filed
herewith on Form SE).
G-2 1999 Annual Report of GENCO to the FERC (FERC Form 1) (filed
herewith on Form SE).
G-3 1999 Annual Report of SCE&G to the SCPSC (FERC Form 2)
(filed herewith on Form SE).
G-4 1999 Annual Report of South Carolina Pipeline Corporation to
the SCPSC (FERC Form 2) (filed herewith on Form SE).
G-5 1999 Annual Report of PSNC to the NCUC (FERC Form 2) (filed
herewith on Form SE).
G-6 1999 Annual Report of SCE&G to the South Carolina Public
Service Commission (Required annual reports are FERC Form 1
and FERC Form 2, Exhibits G-1 and G-3, respectively).
G-7 1999 Annual Report of GENCO to the South Carolina Public
Service Commission (Required annual report is FERC Form 1,
Exhibit G-2).
H-1 Form of SCANA Service Agreement (incorporated by reference
to the Financing U-1 filing (Exhibit C-1 thereto).
H-2 SCANA Communications, Inc. Ground Lease Agreement with
SCE&G.
H-3 SCE&G Agency Agreement with SCANA Energy Marketing, Inc.
GROUND LEASE AGREEMENT
_____________________ SITE
THIS GROUND LEASE AGREEMENT (this "Agreement" or this "Lease"), made this ____
day of ________________ , ______, between South Carolina Electric & Gas Company,
a South Carolina corporation (hereinafter designated as LANDLORD) and SCANA
Communications, Inc., a South Carolina corporation (hereinafter designated as
TENANT) (hereinafter collectively designated as the "Parties").
In consideration of the mutual covenants contained herein, and intending to
be legally bound, LANDLORD and TENANT agree as follows:
1. Premises: LANDLORD hereby leases to TENANT and TENANT leases from
LANDLORD a site (the "Leased Property") within that certain parcel of real
property (the "Tract") situated in the County of __________, State of South
Carolina, being more particularly described as the _______________________ Site,
together with ingress and egress for pedestrian and vehicular use. The Leased
Property and ingress and egress area are more fully described in Exhibit "A" and
on Exhibit "B" which are both attached hereto and made a part hereof.
LANDLORD hereby grants to TENANT the right to survey the Leased Property
and Tract, and upon such action by TENANT and approval of the survey by
LANDLORD, this Agreement may be amended to substitute the legal description of
the Leased Property prepared from said survey for Exhibit "B" as long as such
amendment reflects a legal description of substantially the same size, shape and
description of the previous property description of the Leased Property and
Tract.
2. Term: This Agreement shall commence on the date hereof and shall
terminate after a period of six months unless TENANT initiates the Rental
Commencement Date as defined below. Should TENANT initiate the Rental
Commencement Date, this Agreement shall continue in effect for an initial term
("Initial Term") of five years from that date subject to termination rights of
LANDLORD as described in this Agreement.
Thereafter, this Agreement shall continue in force and effect upon the
terms and conditions contained herein for four additional terms of five years
each (collectively, the "Extension Terms" and, individually, the "Extension
Term") unless TENANT provides to LANDLORD, written notice of its intention no to
renew this Agreement at least 90 days before the expiration of the Initial Term
or any Extension Term. Except as provided in Paragraph 3 of this Agreement, all
terms and conditions of this Agreement shall remain in full force and effect
during the Extension Terms.
If, at the end of the last Extension Term, this Agreement has not been
terminated by written notice of either party at least 90 days prior to the end
of such term, or has not otherwise been terminated pursuant to the terms of this
Agreement, this Agreement shall be deemed further extended upon the same
covenants, terms and conditions for a further term of one year, and for annual
terms thereafter (collectively, the "Annual Terms" and, individually, the
"Annual Term"), until terminated by either party upon written notice to the
other of its intention to so terminate at least 90 days prior to the end of such
Annual Term or as otherwise provided herein. The Initial Term, the Extension
Terms, and the Annual Terms are hereinafter collectively referred to as the
"Term."
3. Rent: The Rental Commencement Date shall be the date upon which TENANT
begins construction of the Communications Facility. The Parties will execute the
Statement of Rental Commencement Date attached as Exhibit C hereto in order to
document the Rental Commencement Date. During the Initial Term, TENANT shall pay
an annual rental payment of _________________________________ Dollars
($_______.00) to be paid in equal monthly installments on or before the first
day of each month in said term to LANDLORD or to such other person, firm or
place as LANDLORD may, from time to time, designate in writing to TENANT at
least 30 days in advance of any rental payment date. The annual rental for the
first five year Extension Term shall be _____________________ Dollars
($________.00), the second five year Extension Term shall be
_______________________ Dollars ($________.00), the third five year Extension
Term shall be Seven Thousand Three Hundred Dollars ($7,300.00), and the fourth
five year Extension Term shall be ________________________ Dollars
($_________.00), each to be paid in equal monthly installments on or before the
first day of each month in said term to LANDLORD or to such other person, firm,
or place as LANDLORD may, from time to time, designate in writing to TENANT. The
annual rental during the Annual Term(s), if any, shall be equal to the rent paid
for the last full year of the last Extension Term or last Annual Term, whichever
is more recent, multiplied by 1.15, to be paid in equal monthly installments on
the first day of each month in said term, in advance, to LANDLORD or to such
other person, firm, or place as LANDLORD may, from time to time designate in
writing to TENANT at least 30 days in advance of any rental payment date.
TENANT shall have the option of paying the annual rental payment for the
Initial Term, the Extension Terms, and the Annual Term(s) as a lump sum on or
before the first day of the Initial Term or each anniversary thereof during the
Initial Term, or the first day of each Extension Term or each anniversary
thereof during such Extension Term, or on the first day of each Annual Term, as
applicable. Annual rental payments made lump sum as provided shall be reduced by
6% as a discount for lump sum payment. Rent for any partially leased month or
year during the Term shall be pro-rated based on the number of days of the Term
in said month or year, as applicable. In the event of early termination of any
Term for any reason except Tenant's breach, LANDLORD shall have the duty to
reimburse pre-paid rent for the unexpired portion of any pre-paid Term, which
duty shall survive termination of this Lease.
4. Use: Subject to the provisions regarding interference with LANDLORD'S
operations set forth in this Agreement, and only with prior, close coordination
with LANDLORD, TENANT may use the Leased Property for the purpose of
constructing, maintaining, operating, and leasing space to third parties on or
at, a communications facility (the "Communications Facility") and for uses
incidental thereto. Specifically, TENANT shall have the right, at its expense,
to construct or otherwise erect such improvements that TENANT now or hereafter
deems necessary or desirable on all or any part of the Leased Property,
including, without limitation:
a. a tower constructed in accordance with the Electronic Industries
Association (EIA) standard TIA-EIA 222-F;
b. buildings to shelter telecommunications equipment;
c. generators;
d. a security fence;
e. subject to prior LANDLORD written approval, improvements on any part
of the ingress and egress area for purposes of adequate access. (The
foregoing improvements to the Leased Property are hereinafter
collectively referred to as the "Improvements").
LANDLORD agrees that some of the Improvements may be constructed or
placed on the Leased Property by sublessees of TENANT, although TENANT will be
responsible for all such activities. LANDLORD also agrees that sublessees of
TENANT, at their own risk or at the risk of TENANT, may place, operate and
maintain antennas, dishes, transmitters, receivers, and other equipment on the
Leased Property.
TENANT must provide to LANDLORD prior to any construction, erection, or
placement of Improvements, equipment, or facilities on the Leased Property, an
initial construction plan ("Plan") which describes the Improvements, equipment,
and/or facilities to be placed upon the Leased Property. TENANT shall not
further burden the Leased Property or add facilities or perform/arrange for the
performance of further construction, placement, and/or erection of facilities
(Additional Facilities") other than those described in the initial Plan until
(a) TENANT has informed LANDLORD in writing of such Additional Facilities and
(b) LANDLORD has provided to TENANT written consent for the construction,
placement, and/or erection of such Additional Facilities.
LANDLORD shall cooperate with TENANT to obtain utility services for the
Leased Property. TENANT shall be solely responsible for and shall promptly pay
all charges for utilities serving the Leased Property and for the cost of the
installation, maintenance, and repair of all utility meters associated with such
utility service.
LANDLORD grants TENANT and its employees, agents, contractors and/or
sublessees ingress and egress to, over, across and through the Tract as are
reasonably required (and so long as such ingress and egress does not interfere
with LANDLORD'S operations) for construction, installation, maintenance, and
operation of the Improvements, said ingress and egress to be located with the
approval of LANDLORD.
LANDLORD grants TENANT the right to clear trees, undergrowth, or other
obstructions and to trim, cut, and keep trimmed and cut tree limbs which may
interfere with or fall upon TENANT'S tower, the Improvements or the
Communications Facilities, providing, however, that TENANT does not remove any
vegetation intended as vegetative screening at or around LANDLORD'S facility
without specific permission of LANDLORD.
Upon termination of this Lease, TENANT shall, within 180 days
thereafter, upon written request by LANDLORD, remove such Improvements,
including its personal property and other fixtures as requested by LANDLORD, and
restore the Leased Property as near as practical to its original condition,
vegetation removed for construction purposes, utility lines, roadways, paving,
and normal wear and tear excepted. This obligation shall survive termination of
this Lease. Notwithstanding the above, LANDLORD retains the right to purchase
from TENANT or lease from TENANT any Improvements on the Leased Property at the
time of termination of this Agreement. If LANDLORD elects to purchase the
Improvements, then such Improvements will be valued at that time at the
then-current book value. Any other purchase or lease terms shall be negotiated
by LANDLORD and TENANT a the time of termination of this Agreement.
5. Regulatory Compliance. TENANT represents that it is familiar with
all applicable rules and regulations of the Federal Aviation Administration
("FAA"), the Federal Communications Commission ("FCC"), and all other government
and regulatory bodies having jurisdiction over the subject matter hereof. TENANT
expressly agrees to comply fully with all such rules and regulations. TENANT
further agrees that the Communications Facility and all Improvements will comply
fully with all such rules and regulations. TENANT understands that LANDLORD is
not in the business of constructing and operating facilities such as those
contemplated herein and is not, and will not, be as familiar with the applicable
rules and regulations, and consequently, TENANT accepts full and exclusive
responsibility for compliance hereunder.
6. Liability and Indemnity: TENANT agrees to compensate LANDLORD for
damages and to indemnify and to hold LANDLORD harmless from all claims
(including, but not limited to, property damages and personal injury, including
death), including costs and expenses of defending against such claims, as well
as fines and penalties imposed by government and regulatory agencies, including
but not limited to the FAA and FCC, through counsel designated by TENANT and
approved by LANDLORD, arising or alleged to arise directly or indirectly from
the occupation or use of the Leased Property by TENANT or its sublessees; the
use or failure of the Communications Facility and/or the Improvements by TENANT
or its sublessees; any action or activity of TENANT'S agents, employees,
contractors or sublessees; or the breach of this Lease by TENANT.
LANDLORD agrees to compensate TENANT for damages and to indemnify and
hold TENANT harmless from all claims (including, but not limited to, property
damages and personal injury, including death), including costs and expenses of
defending against such claims through counsel designated by LANDLORD and
approved by TENANT, arising or alleged to arise solely from acts of gross
negligence or willful misconduct of LANDLORD, LANDLORD'S agents, employees,
contractors, or other tenants of LANDLORD occurring in or about the Leased
Property or the Tract or arising out of any breach of this Lease by LANDLORD.
The indemnities described in this Paragraph 5 shall survive termination
of this Lease.
Notwithstanding any other provision of this Lease, neither LANDLORD nor
TENANT shall be liable for lost profits of the other party, the other party's
customers or sublessees, or any other person or entity in any event or under any
circumstances, whether arising from damage to the Communications Facility, the
Improvements or otherwise, and each party hereto shall indemnify and hold the
other harmless therefrom. There are no intended third party beneficiaries under
this Paragraph or this Agreement.
THE PARTIES UNDERSTAND THAT LANDLORD WOULD NOT ENTER INTO THIS
AGREEMENT EXCEPT THAT IT IS CLEARLY UNDERSTOOD THAT LANDLORD SHALL NOT BE LIABLE
TO TENANT, TENANT'S SUBLESSEES, OR ANY OTHER PERSON OR ENTITY, FOR ANY
CONSEQUENTIAL DAMAGES ARISING FROM ANY CAUSE WHATSOEVER. In the event that any
third party, including any sublessee of TENANT, obtains a judgment against
LANDLORD for consequential damages, then in that event, TENANT agrees to
indemnify LANDLORD pursuant to the foregoing paragraphs.
7. Defaults and Remedies:
A. Notwithstanding anything in this Lease to the contrary, TENANT shall not
be in default under this Lease until:
(i) Fifteen days after actual receipt of written notice thereof from
Landlord of the non-payment of rent or other sums under this Lease, which
nonpayment is not cured within said time, provided that not more than two
payments during any twelve month period may be late without constituting a
default; or
(ii) Thirty days after actual receipt of written notice of any other
default from Landlord which default is not cured within said time; provided,
however, where any such default cannot reasonably be cured within said period,
TENANT shall not be deemed to be in default under this Lease if TENANT commences
to cure such default within said period and thereafter diligently pursues such
cure to completion.
In the event of TENANT default, LANDLORD may, at LANDLORD'S option, cure
TENANT'S default at TENANT'S expense or terminate this Lease without affecting
its rights to demand, sue for, and collect all of its damages arising out of
TENANT'S failure to comply.
B. Notwithstanding anything in this Lease to the contrary, LANDLORD shall
not be in default under this Lease until 30 days after actual receipt of written
notice of any breach from TENANT, which breach is not cured within said time;
provided, however, where any such default cannot reasonably be cured within said
period, LANDLORD shall not be deemed to be in default under this Lease if
LANDLORD commences to cure such default within said period and thereafter
diligently pursues such cure to completion. In the event of LANDLORD's default,
TENANT may, at TENANT'S option, cure LANDLORD's default at LANDLORD's expense
(which expense may, at TENANT'S option, be deducted from rent) or terminate this
Lease without affecting its rights to demand, sue for, and collect all of its
damages arising out of LANDLORD's failure to comply.
C. The rights and remedies stated in this Lease are not exclusive. The
parties, in the event of a default under this Lease, are entitled to terminate
this Lease or pursue any of the remedies provided in this Lease, by law, or by
equity subject to any limitations contained herein. Notwithstanding any
provision of this Agreement, both LANDLORD and TENANT agree and acknowledge that
the only entity with a right of action against LANDLORD under or pursuant to
this Agreement is the TENANT and not any other third party.
D. No course of dealing between the parties or any delay on the part of a
party to exercise any right it may have under this Lease shall operate as a
waiver of any of the rights hereunder or by law or equity provided, nor shall
any waiver of any prior default operate as the waiver of any subsequent default;
and no express waiver shall affect any term or condition other than the one
specified in such waiver, and that one only for the time and manner specifically
stated.
8. Insurance: TENANT, at its expense, shall maintain in force during the
Term a combined single limit policy of bodily injury and property damage
insurance, with a limit of not less than $1,000,000.00 insuring LANDLORD and
TENANT against all liability arising out of the use, occupancy, or maintenance
of the Leased Property and appurtenant areas by TENANT, including the
Communications Equipment and the Tower. A certificate of insurance will be
provided if requested.
9. Taxes: TENANT shall pay annually during the Term an amount equal to
any increase in LANDLORD's real estate taxes, and such other assessments
directly attributable to any Improvement to the Leased Property made by TENANT
or TENANT'S sublessees. If such tax is paid by LANDLORD, TENANT shall reimburse
LANDLORD for the amount of any such tax payment within 60 days of receipt of
sufficient documentation indicating the amount paid and calculation of TENANT'S
pro-rata share; such documentation shall be deemed sufficient only if it
definitively evidences that portion of the tax increase arising directly out of
the Improvement such as, by way of example, the relevant tax assessor's
designation of the value of such Improvement. Upon written request by TENANT,
LANDLORD shall furnish evidence of payment of all taxes and assessments on the
Tract.
10. Sale of the Tract: Should LANDLORD at any time during the Term decide
to sell or lease all or any part of the Tract, LANDLORD shall provide TENANT
with written notice of the name, telephone number, and address of the proposed
purchaser or tenant not less than 60 days prior to the date of the consummation
of such sale or lease and such sale or lease shall be subject to this Lease and
TENANT'S rights hereunder.
11. LANDLORD's Use of the Leased Property. LANDLORD hereby reserves unto
itself, its successors and assigns, the right to use the Leased Property for any
purpose or use which does not unreasonably interfere with the rights and uses
granted to TENANT herein; specifically, LANDLORD reserves the right to install
over, under, across and through the Leased Property created by this instrument
such electric, gas or communications lines, roadways, and any other facilities
as LANDLORD may deem necessary or advisable or desirable in or for the conduct
of its business.
12. Covenant of Quiet Enjoyment: LANDLORD covenants that TENANT shall, upon
paying the rent and observing the other covenants herein upon its part to be
observed, and subject always to the needs of LANDLORD regarding its operations,
peaceably and quietly hold and enjoy the Leased Property during the Term without
hindrance, ejection or molestation by LANDLORD or any person or entity
whomsoever subject to LANDLORD'S rights of termination. LANDLORD covenants that
LANDLORD is seized of good and sufficient title and interest to the Tract,
including the Leased Property, and has full authority to enter into and execute
and perform this Agreement.
13. Subordination and Non-Disturbance: At LANDLORD's option, this Agreement
shall be subordinate to any deed to secure debt, deed of trust, mortgage or
similar instrument (collectively "Mortgage") by LANDLORD which from time to time
may encumber all of part of the Leased Property; provided, however, the holder
of every such Mortgage shall recognize the validity of this Agreement in the
event of a foreclosure of LANDLORD's interest and TENANT'S right to remain in
occupancy of the Leased Property as long as TENANT is not in default of this
Agreement by executing a non-disturbance agreement in a form reasonably
acceptable to TENANT, which action shall constitute a condition precedent to the
effectiveness of such subordination. TENANT shall execute in a timely manner
whatever instruments as may reasonably be required to evidence this
subordination clause.
14. Hazardous Substances: In the event Hazardous Substances, as said term
is hereinafter defined, are discovered on, in or under the Leased Property as of
the date of commencement of this Lease or hereafter, except as a result of any
act or omission of TENANT or any third party, LANDLORD, at its sole expense, may
elect to institute and complete all proper, requisite and thorough procedures
for the removal of such Hazardous Substances in accordance with all applicable
laws, rules, ordinances, and regulations (the "Removal"). Unless such Hazardous
Substances are deposited in, on, or under the Leased Property by an act or
omission of TENANT or any third party, LANDLORD shall indemnify and hold TENANT
harmless against any claims arising out of such Hazardous Substances, including
all of TENANT'S attorneys' fees and costs, which indemnity shall survive
termination of this Lease (the "Indemnity"). TENANT assumes full responsibility
for insuring that its use of the Leased Property and the use of the Leased
Property by sublessees/assignees will not result in contamination of or other
impairment of the environmental values of it or the surrounding area. TENANT
agrees to fully protect, indemnify and hold LANDLORD harmless from and against
any and all claims for natural resource damages or environmental impairment
resulting directly or indirectly from TENANT'S use of the Leased Property. In
the event Hazardous Substances are discovered on, in or under the Leased
Property solely as a result of any act or omission of TENANT, TENANT shall be
obligated immediately to conduct the Removal with respect to and to provide the
Indemnity to LANDLORD as to claims arising out of such Hazardous Substances. Any
violation of these prohibitions shall, in addition to the provisions
hereinabove, render TENANT liable to LANDLORD for any costs, including legal
fees, incurred by LANDLORD in regards to any resulting citations, penalties or
claims of any and all governmental agencies having responsibilities for
environmental matters, and for any natural resource damage resulting from such
violation. In the event Hazardous Substances are discovered on, in or under the
Leased Property solely as a result of any act or omission of any
sublessee/assignee, such sublessee/assignee(s) shall be obligated immediately to
conduct the Removal with respect to and to provide the Indemnity to LANDLORD as
to claims arising out of such Hazardous Substances. Any violation of these
prohibitions shall, in addition to the provisions hereinabove, render such
sublessees/assignees liable to LANDLORD for any costs, including legal fees,
incurred by LANDLORD in regards to any resulting citations, penalties or claims
of any and all governmental agencies having responsibilities for environmental
matters, and for any natural resource damage resulting from such violation. For
the purposes hereof, "Hazardous Substances" means pollutants, contaminants,
toxic or hazardous substances or wastes, oil or petroleum products, flammables
or any other substances whose nature and/or quantity of existence, use, release,
manufacture or effect renders it subject to clean up under any Federal, state or
local environmental, health, community awareness or safety laws or regulations,
now or hereafter enacted or promulgated by any governmental authority or court
ruling.
15. Assignment and Subletting: TENANT shall not voluntarily assign or
encumber its interest in this Lease or in the Leased Property, or sublease all
or any part of the Leased Property, without LANDLORD'S prior written consent.
TENANT shall provide written notification to LANDLORD 30 days prior to any such
assignment or subletting. Any assignee or successor of TENANT shall agree in
writing to assume and perform all of the terms and conditions of this Lease on
TENANT'S part to be performed from and after the effective date of such
assignment and shall enjoy all of the rights and privileges of TENANT under this
Lease, but such assignment shall not operate to release TENANT of its
liabilities and obligations arising hereunder after the date of such assignment.
Notwithstanding anything contained herein to the contrary, TENANT may lease
space on the tower to be constructed by it on the Leased Property, may grant
easement rights thereto, and may sublet portions of the Leased Property for the
placement of communications equipment and the construction of communications
shelters, to sublessee without the consent of LANDLORD. Nevertheless, there
shall be coordination and consultation with LANDLORD regarding the site and
location of any equipment and communications shelters and access thereto. In the
event LANDLORD determines that such leasing and/or subletting will cause
interference with LANDLORD's operations, TENANT will make such accommodations as
are reasonably requested by LANDLORD to eliminate or minimize such
interferences.
16. Notices: All notices hereunder must be in writing and shall be deemed
validly given if sent by certified mail, return receipt requested, or by courier
or by overnight delivery, addressed as follows (or to any other address that the
party to be notified may have designated to the sender by like notice):
TENANT: SCANA Communications, Inc.
440 Knox Abbott Dr.
Suite 240
Cayce, South Carolina 29033
LANDLORD: South Carolina Electric and Gas Company
c/o Land Department (096)
Columbia, South Carolina 29218
17. Tenant Mortgage: LANDLORD covenants and agrees that, at all times
during the continuance of this Agreement, TENANT shall have the right to
mortgage or convey by deed of trust or other instrument adequate for the purpose
of securing any bona fide indebtedness of TENANT this Lease or the leasehold
interest of TENANT created hereby, together with all of TENANT'S right, title
and interest in and to the Improvements, and any equipment, towers or trade
fixtures placed on the Leased Property by TENANT, provided always that no such
mortgage, conveyance or encumbrance, or any foreclosure thereof, or any purchase
thereunder, shall materially impair or abridge the rights of LANDLORD. LANDLORD
acknowledges that any lien that it may have against such Improvements,
equipment, towers, or trade fixtures shall be junior and subordinate to such
lender. If requested by Tenant to do so, Landlord shall execute a lien
subordination in the form reasonably requested by such lender and will provide
such lender with notice of a default by TENANT hereunder and a right to cure
such default for 30 days after the receipt of such notice (unless this Lease
provides for a shorter period of cure, in which case such shorter period shall
apply).
18. Condemnation: If the whole of the Leased Property or such portion
thereof as will in TENANT'S sole judgment make the Leased Property unusable for
the purposes herein leased, are condemned by any legally constituted authority
for any public use or purpose, then in either of said events the term hereby
granted shall cease from the time when possession thereof is taken by public
authorities, and rental shall be accounted for as between LANDLORD and TENANT as
of that date. Any lesser condemnation shall cause the rental payable hereunder
to be reduced by such percentage as the area so condemned bears to the entire
Leased Property. Nothing in this provision shall be construed to limit or affect
TENANT'S right to an award of compensation in any eminent domain proceeding for
the Improvements or TENANT'S leasehold interest hereunder.
19. Tests: Upon notice to LANDLORD, TENANT is hereby given the right to
conduct surveys, soil tests, radio coverage tests, and any other test or
investigation needed in TENANT'S determination to or from the Leased Property
and the Tract to determine if the physical condition of the Leased Property is
suitable for TENANT'S uses hereunder. TENANT must coordinate with LANDLORD prior
to any invasive tests, to avoid any interferences with any of LANDLORD'S
operations.
20. Termination: TENANT shall have the right to terminate this Lease at any
time upon the occurrence of any of the following events:
(A) If the approval of or issuance of a license or permit by any agency,
board, court or other governmental authority necessary for the construction
and/or operation of the Communications Facility or the Improvements as described
herein (the "Approvals") cannot be obtained, or is revoked (unless such
revocation is the result of an illegal or improper act on the part of TENANT or
TENANT, in TENANT'S discretion, determines that the cost of obtaining or
retaining such Approvals is unreasonable; or
(B) If TENANT determines, in its reasonable discretion exercised as soon
as such conditions became apparent, based upon soil bearing tests, radio
frequency propagation tests, or interference with TENANT'S reception or
transmission, that the Leased Property is inappropriate for the uses set forth
herein.
Upon not less than 30 days written notice of termination of this Lease by
TENANT pursuant to the terms of Subsections (A) or (B) above, or in the event
that the Approvals described in Subsection (A) above have not been received by
TENANT within 365 days (the "Cancellation Date") from the latest date of the
execution of this Lease by any party (the "Execution Date"), this Lease shall
automatically terminate and neither party shall have any further rights or
obligations arising hereunder, except that TENANT shall have the right to remove
the Communications Facility and any Improvements from the Leased Property upon
receiving consent of LANDLORD to remove such, and except for those rights and
obligations that are to survive the termination of this Lease pursuant to the
express terms of this Lease. Notwithstanding the foregoing, LANDLORD retains the
right to purchase or lease any Improvements or facilities on the Leased Property
from TENANT at LANDLORD'S request. Following the Execution Date, TENANT shall
make a diligent reasonable effort to obtain all of the Approvals. LANDLORD
agrees to cooperate with TENANT in securing all of the Approvals referenced in
Subsection (A) above so long as said Approvals do not interfere with LANDLORD'S
operations. Upon the request of TENANT, LANDLORD shall execute and deliver such
forms and applications as are necessary and appropriate to obtain such
Approvals. TENANT reserves the right to contest and/or appeal, to the extent
determined by TENANT in TENANT'S sole discretion, any adverse governmental or
judicial decision or determination relative to the issuance of any such
Approval. All costs arising out of the procurement of such Approvals shall be
borne by TENANT.
21. Force Majeure: Neither party shall be liable to the other for any loss
or damage due to the failure or delay in performance hereunder resulting from
any cause beyond such party's reasonable control, including, but not limited to
acts of God; acts or omissions of civil or military authority; acts or omissions
of the other party hereto; fires; floods; epidemics; quarantine restrictions;
strikes or other labor disputes; wars or warlike circumstances; or compliance
with applicable regulations or directives of national, state or local
governments or any department thereof (except, however, that neither party shall
be relieved from liability stemming from compliance with a lawful directive of a
governmental authority if the directive is in response to the failure of the
affected party to comply with its regulatory compliance obligations). The party
asserting the force majeure as an excuse from performance shall give the other
party notice verbally within 24 hours of the occurrence of a force majeure
event, confirmed in writing within 10 days thereafter, such notice to state the
nature of the event and the anticipated length of delay. Such party shall take
all reasonable steps to mitigate the effects of any force majeure event
(provided, however, that this shall not require settlement of labor disputes
that are negotiated in good faith).
22. Disclaimer of Warranties: LANDLORD and TENANT each disclaims any and
all warranties of any type, except for those specifically set forth in this
Lease. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
23. Miscellaneous:
A. This Agreement contains all agreements, promises and understandings
between LANDLORD and TENANT; and no verbal or oral agreements, promises or
understandings relating to the Leased Property, the Tract, the Improvements or
any other matter discussed herein shall be binding upon either LANDLORD or
TENANT in any dispute, controversy or proceeding at law. Any addition, variation
or modification to this Agreement shall be void and ineffective unless made in
writing and signed by the parties. Headings are included for convenience of
reference only and neither limit nor amplify the terms of this Lease.
B. This Agreement and the performance thereof shall be governed,
interpreted, construed and regulated by the laws of the State where the Leased
Property is located.
C. This Agreement shall inure to the benefit of and be binding upon the
heirs, executors, personal representatives, successors and assigns of the
parties hereto.
D. Whenever under this Lease the consent or approval of either party is
required or a determination must be made by either party, no such consent or
approval shall be unreasonably withheld or delayed, and all such determinations
shall be made on a reasonable basis and in a reasonable manner.
E. If any paragraph, section, subsection, provision, sentence, clause or
portion of this Agreement is determined to be illegal, invalid or unenforceable,
such determination shall in no way affect the legality, validity or
enforceability of any other paragraph, section, subsection, provision, sentence,
clause or portion of this Agreement; and any such affected portion or provision
shall be modified, amended, or deleted to the extent possible and permissible to
give the fullest effect to the purposes of the parties and to this Agreement,
and the parties hereby declare that they would have agreed to the remaining
parts of this Agreement if they had know that such provisions or portions hereof
would be determined to be illegal, invalid, or unenforceable.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed
their respective seals the day and year first above written.
WITNESS: LANDLORD:
___________________________ South Carolina Electric & Gas Company
BY: ____________________________
___________________________ ITS: ____________________________
Attest:
BY: ________________________
ITS: Secretary
STATE OF SOUTH CAROLINA )
COUNTY OF ______________ )
PERSONALLY APPEARED before me the undersigned witness and made oath that
(s)he saw the within-named SOUTH CAROLINA ELECTRIC & GAS COMPANY, by
______________________________, its _________________________________, and
________________________, its Secretary, sign, seal and as its act and deed,
deliver the within-written instrument and that (s)he with the other witness
named above witnessed the execution thereof.
________________________________
SWORN to before me this
____________ day of __________, 200__.
________________________________ (LS)
Notary Public for South Carolina
My Commission Expires: ____________
<PAGE>
WITNESS: TENANT:
___________________________ SCANA Communications, Inc.
BY: ____________________________
___________________________ ITS: ____________________________
Attest:
BY: _______________________
ITS: Secretary
STATE OF SOUTH CAROLINA )
COUNTY OF ______________ )
PERSONALLY APPEARED before me the undersigned witness and made oath that
(s)he saw the within-named SOUTH CAROLINA ELECTRIC & GAS COMPANY, by
____________________, its _________________________________, and
__________________, its Secretary, sign, seal and as its act and deed, deliver
the within-written instrument and that (s)he with the other witness named above
witnessed the execution thereof.
________________________________
SWORN to before me this
____________ day of __________, 200__.
________________________________ (LS)
Notary Public for South Carolina
My Commission Expires: ____________
<PAGE>
EXHIBIT A
________________________ SITE
Tower Lease Description
Description to be inserted upon receipt of plat. Exact location shall be
contingent on approval by LANDLORD.
Derivation: Deed Book _____ at Page _____
Tax Map Number: _____________________
Ingress and Egress Area
Access into the parcel is granted only to the extent that LANDLORD has the
authority to do so and shall be across the existing entrance road into the
Tract.
AGENCY AGREEMENT
BETWEEN
SOUTH CAROLINA ELECTRIC & GAS COMPANY
AND SCANA ENERGY MARKETING, INC.
This Agency Agreement (the "agreement") is entered into as of the 1st day
of July, 1997 between South Carolina Electric & Gas Company ("SCE&G") and SCANA
Energy Marketing, Inc. ("SEMI").
WHEREAS, SCE&G and SEMI are affiliated companies, both of which are wholly
owned by SCANA Corporation; and
WHEREAS, SEMI is an electric power marketer, which is permitted to perform
brokering services for affiliated and unaffiliated electric power utilities, and
SCE&G is a public utility, which purchases and sells electric power in
transactions with other electric utilities and which provides unbundled, open
access transmission service, all subject to the regulatory policies of the
Federal Energy Regulatory Commission ("FERC");
NOW, THEREFORE, SCE&G and SEMI (the "parties") agree as follows:
1. AGENCY
A. Except to the extent expressly provided otherwise, SEMI is designated,
in accordance with the terms of this agreement, to be a non-exclusive agent or
broker for SCE&G with respect to all of SCE&G's wholesale electric purchases and
sales, except for SCE&G's sales of ancillary services that are required to be
provided by SCE&G pursuant to SCE&G's FERC-regulated open access transmission
service tariff in conjunction with the provision of open access transmission
service under such tariff by SCE&G. In its capacity as agent or broker, SEMI, in
accordance with SCE&G's instructions, shall arrange for, negotiate the terms of,
and schedule transactions covered by this agreement. SEMI shall not make any
electric power purchases from SCE&G or sell any electric power to SCE&G under
this agreement.
B. To the extent performance of this agreement involves activities that are
subject to regulation by FERC, SCE&G and SEMI agree to abide by FERC's
standards, precedents and policies, including but not limited to the terms and
conditions ordered by FERC in South Carolina Electric & Gas Company and SCANA
Energy Marketing, Inc., 75 FERC P. 61,151 (May 13, 1996), and FERC Order Nos.
888 and 888-A, as such orders may be modified in the future. The parties hereby
express
<PAGE>
their understanding that this agreement does not prohibit SCE&G from using other
agents or brokers to provide identical services and that FERC policy currently
requires that this agency agreement shall be non-exclusive of other agreements
SCE&G, upon request, may make with non-affiliated electric power marketers and
brokers.
2. COMPENSATION
A. SCE&G shall reimburse SEMI for all out of pocket costs directly
assignable to, and a portion of SEMI's fixed costs properly allocable to, SEMI's
provision of services under this agreement. However, unless and until FERC
policy permits SCE&G to pay SEMI a profit margin for the provision of these
services, SEMI shall not receive from SCE&G, SCANA Corporation or any company
owned by SCANA Corporation, any margin above SEMI's actual costs to render
services under this agreement to SCE&G. Further, in the event the market value
of the services provided by SEMI pursuant to this agreement is less than the
costs SEMI incurs to provide such services, then SEMI's compensation for such
services shall not exceed their market value.
B. SEMI shall tender a bill to SCE&G for services provided in accordance
with this paragraph on or before the 20th day of the month following the close
of any month in which services pursuant to this agreement are provided, and
SCE&G shall pay such bill within thirty (30) days thereafter.
3. PROCEDURES
A. Purchases: The SCE&G System Operator will advise SEMI when hourly and
current day MWHs purchases are required. For longer term purchases SEMI will be
notified by the System Operation Control or its designee. For both short and
long term purchases the MWH quantity, duration, and a recommended not to exceed
price will be provided. B. Sales: The SCE&G System Operator will advise SEMI
when hourly and current day MWHs are available. On all longer term sales SEMI
will be notified by the System Operation Control or its designee of MWH
availability. For both short and long term sales the MWH quantity and duration
will be specified. In all cases the System Operation Control or its designee
will control all MW capacity sales.
4. CONFIDENTIALITY
SEMI agrees that, except as may be required by law, all information
provided to it by SCE&G shall be used by SEMI solely for the purpose of this
agreement, that such information shall not be
-2-
<PAGE>
used in any manner that is or could be detrimental to SCE&G and its ratepayers,
and that such information shall be kept confidential, except to the extent SEMI
must disclose such information to prospective customers in order to carry out
its responsibilities under this agreement.
5. PERFORMANCE STANDARD
SEMI will perform services under this agreement as if SEMI were SCE&G and
as if SEMI were subject to the same public service obligation that SCE&G has
toward its ratepayers and customers.
6. ENTIRE AGREEMENT AND MODIFICATIONS
This agreement is the entire agreement between the parties with respect to
the matters expressly covered; and this agreement may be modified only by
written additions or deletions.
7. TERM
This agreement shall commence at 12:01 a.m. July 1, 1997 and shall continue
until terminated by either party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
WITNESSES: SOUTH CAROLINA ELECTRIC & GAS
COMPANY
By:
- -------------------------------
Its:
- -------------------------------
SCANA ENERGY MARKETING, INC.
- ------------------------------- By:
- ------------------------------- Its:
-3-
AGENCY AGREEMENT
This Agency Agreement ("Agency Agreement") dated the 1st day of December,
1996, is entered into between Public Service Company of North Carolina, Inc., a
North Carolina corporation ("Principal"), and Sonat Public Service Company
L.L.C., a Delaware limited liability company ("SPSC").
WHEREAS, Principal is a party to numerous firm transportation and storage
contracts providing for transportation and storage of natural gas on its behalf
by various interstate pipeline companies (including any such contracts to which
Principal shall be party during the term of this Agency Agreement, collectively
the "Contracts"); and
WHEREAS, from time to time Principal has unused firm transportation and/or
storage capacity under its Contracts ("Unused Capacity") that it desires to
release temporarily to third parties in accordance with the rules and
regulations of the Federal Energy Regulatory Commission ("FERC"); and
WHEREAS, in view of SPSC's expertise in the utilization and marketing of
interstate pipeline capacity, Principal desires to have SPSC handle the
marketing of Principal's Unused Capacity on its behalf.
NOW, THEREFORE, the parties hereby agree as follows:
1. Subject to the provisions of Section 3 hereof, Principal hereby appoints
and authorizes SPSC as its sole and exclusive agent for marketing Principal's
Unused Capacity to third parties in accordance with the FERC's rules and
regulations and the tariffs of the applicable interstate pipelines. As agent for
Principal, SPSC shall have the authority to perform all functions necessary to
carry out its responsibilities hereunder, including but not limited to, the
authority to post all Unused Capacity for bid on the electronic bulletin board
of the applicable interstate pipeline and to specify all of the terms applicable
to the proposed release of capacity.
In addition to the foregoing, Principal and SPSC expressly recognize and
agree that SPSC shall have the right to itself acquire from time to time some or
all of Principal's Unused Capacity and that it shall be entitled to do so on a
prearranged basis in accordance with the FERC's rules and regulations, provided
that SPSC is willing to pay Principal an amount for such Unused Capacity that is
not less than the gross compensation received in connection with the same or
similar transactions between Principal and non-affiliated parties.
2. SPSC hereby acknowledges and agrees that Principal shall have the sole
and exclusive right to determine:
(a) the time period for the release of any Unused Capacity;
(b) the location and path of any Unused Capacity to be released;
<PAGE>
(c) the quantity of Unused Capacity to be released at any time;
(d) any and all conditions on which such Unused Capacity may be recalled
by Principal;
(e) the methodology to be used to select the successful bidder other than
the methodology specified in the applicable pipeline's tariff;
(f) any applicable rate requirements such as minimum rates, volumetric
rates or reservation rates.
3. SPSC hereby agrees that during the term of this Agency Agreement it will
undertake to market Principal's Unused Capacity in such a manner as to maximize
the revenues received by Principal in connection with all Unused Capacity
released by Principal. Principal hereby agrees that in the event and to the
extent it chooses to release any of its Unused Capacity, SPSC will have the sole
and exclusive right to remarket such Unused Capacity pursuant to the terms of
this Agency Agreement; provided, however, that in the event that Principal has
the opportunity to utilize its Unused Capacity to make a "secondary market
transaction" (as defined in the North Carolina Utilities Commission ("NCUC")
December 22, 1995 "Order Approving Stipulation" in Docket No. G-100, Sub 67), it
shall promptly advise SPSC of such opportunity and SPSC, as its agent, shall be
obligated to implement that transaction unless SPSC has an alternative secondary
market transaction which would utilize the same capacity and which would yield a
higher rate than the transaction proposed by Principal.
4. Principal hereby agrees to cooperate with SPSC in developing such
procedures, to furnish to SPSC such information, and to execute such further
agreements as may be reasonably necessary in order for SPSC to fulfill its
obligations as agent under this Agency Agreement. SPSC shall be entitled to rely
and shall be fully protected in relying on all information provided to it by
Principal in connection with its responsibilities hereunder.
5. This Agency Agreement shall become effective as of the date first stated
above and shall remain in full force and effect for a period of ten years from
said date. Notwithstanding the foregoing, Principal shall be entitled to
terminate this Agreement (i) in the event and effective on the date that neither
PSNC Production Corporation nor any other affiliate of Principal (a "PSNC
Affiliate") holds a membership interest in SPSC (such date shall be referred to
herein as the "Withdrawal Date") provided that Principal has given SPSC written
notice no less than five days prior to the Withdrawal Date of its intent to
terminate this Agreement on the Withdrawal Date or (ii) in the event that the
NCUC by final and unappealable order (excluding any order approving a settlement
voluntarily entered into by Principal other than a settlement voluntarily
entered into by Principal which was previously discussed with SPSC and which
both Principal and SPSC previously agreed was in their mutual best interests)
requires Principal to absorb any of the costs of Principal's Unused Capacity
rights as a result of any actions or omissions to act by SPSC hereunder, said
termination to be effective as of the effective date of the NCUC's final
unappealable order. Principal agrees that it shall use all reasonable efforts to
oppose any action by the NCUC that would require Principal to absorb any of the
costs of Principal's Unused Capacity
-2-
<PAGE>
rights. In the event of any termination of this Agency Agreement in accordance
with the preceding sentence, any capacity release which is in place as of the
date of such termination will continue in effect for its original duration
notwithstanding the termination of this Agency Agreement.
6. In consideration for SPSC's agreement to act as agent for Principal
under this Agency Agreement, Principal agrees that it shall pay SPSC each month
during the term of this Agency Agreement an amount equal to 25% of the net
compensation (as defined in the NCUC's December 22, 1995 "Order Approving
Stipulation" in Docket No. G-100, Sub 67) earned by it for all secondary market
transactions associated with Principal's Unused Capacity rights on interstate
pipeline companies during such month, calculated in accordance with the "Order
Approving Stipulation" issued by the North Carolina Utilities Commission in
Docket No. G-100, Sub 67, on December 22, 1995, provided, however, that in he
event that the NCUC at any time reduces below 25% percent the percentage of net
compensation from secondary market transactions that natural gas companies such
as Principal may retain for their shareholders, then the amount that Principal
shall be required to pay to SPSC as compensation for its services under this
Agency Agreement shall be reduced to such percentage of the net compensation
received by Principal during each month from all secondary market transactions
associated with Principal's Unused Capacity rights (as calculated above) that is
equal to the percentage of net compensation from secondary market transactions
which may be retained by natural gas companies such as Principal for their
shareholders at such time.
7. This Agency Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to its conflicts
of laws rules. Each party hereto expressly consents to the non-exclusive
jurisdiction of the state courts located in the State of Delaware in all
disputes arising under or related to this Agreement. Each party hereto hereby
waives any objection it may have to the venue of any action, suit or proceeding
brought in such courts or the convenience of the forum. Service of process on
each party in any action arising under or related to this Agreement shall be
effective if delivered or sent to such party in accordance with Section 9
hereof.
8. Principal hereby agrees that SPSC and all of its officers, committee
members, owners and representatives shall have no liability to Principal for and
shall, to the fullest extent permitted by applicable law, be indemnified and
held harmless by Principal from any and all losses, liabilities, damages, costs
and expenses (including all reasonable attorney's fees and all costs of suit)
resulting from or arising out of any act or omission to act hereunder unless
such act or omission to act constitutes gross negligence, willful misconduct or
bad faith.
9. All notices, requests, demands, and other communications required or
permitted to be given or delivered under or by reason of the provisions of this
Agreement shall be in writing and shall be given by certified or registered
mail, postage prepaid, or delivered by hand or by nationally recognized air
courier service, or in the form of a telecopy or telegram, directed to the
address or telecopy number of such party set forth below:
-3-
<PAGE>
If to Principal:
Public Service Company of North Carolina Inc.
400 Cox Road
P.O. Box 1398
Gastonia, North Carolina 28053-1395
Attention: Frank Yoho, Senior Vice President
Telecopy Number: (704) 834-6548
Telephone Number: (704) 834-6505
If to SPSC:
Sonat Public Service Company L.L.C.
c/o Sonat Marketing Company L.P.
Four Greenway Plaza
Houston, Texas 77046
or
P.O. Box 1513
Houston, Texas 77252-1513
Attention: Paul Koonce, Senior Vice President
Telecopy Number: (713) 840-4999
Telephone Number: (713) 840-4977
Any such notice shall become effective when received by the addressee, provided
that any notice or communication that is received other than during normal
business hours of the recipient shall be deemed to have been given at the
opening of business on the next business day of the recipient. From time to time
any party hereto may designate a new address or telecopy number for purposes of
notice hereunder by notice to the other party hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agency
Agreement as of the date hereinabove first stated.
PUBLIC SERVICE COMPANY SONAT PUBLIC SERVICE
OF NORTH CAROLINA, INC. COMPANY L.L.C.
By: By:
------------------------------ -----------------------------
Name: Name:
Title: Title:
-4-
<TABLE>
<CAPTION>
SCANA CONSOLIDATED
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
Schedule D-1
SCANA SCE&G SC Fuel SC Pipeline SCANA SCANA
Parent Consolidated Genco Company Consolidated Development Communications
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Utility Plant, Net ..................... 0 3,458 183 43 167 0 0
---------------------------------------------------------------------------------
Nonutility Property
and Investments
(net of accumulated
depreciation) ......................... 2,641 19 0 0 0 5 881
---------------------------------------------------------------------------------
Current Assets:
Cash and temporary
cash investments ...................... 18 78 0 0 6 1 0
---------------------------------------------------------------------------------
Other current assets ................ 45 278 19 30 64 0 4
---------------------------------------------------------------------------------
Total Current Assets ................... 63 356 19 30 70 1 4
---------------------------------------------------------------------------------
Deferred Debits ........................ 16 478 4 31 13 3 0
---------------------------------------------------------------------------------
Total .................................. $2,720 $4,311 $206 $104 $250 $9 $885
=================================================================================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued
and outstanding; ..................
Retained Earnings ......................
---------------------------------------------------------------------------------
Total Common Equity .................... 2,099 1,559 35 0 102 6 360
---------------------------------------------------------------------------------
Preferred Stock (Not subject
to sinking fund requirements.......... 106
---------------------------------------------------------------------------------
Total Stockholders' Investment ......... 2,099 1,665 35 0 102 6 360
---------------------------------------------------------------------------------
Preferred Stock
(Subject to sinking
fund requirements) ..................... 11
SCE&G - Obligated Mandatorily
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 2027 ......... 50
Long-Term Debt, net .................... 345 1121 81 0 41 0 0
---------------------------------------------------------------------------------
Total Capitalization ................... 2,444 2,847 116 0 143 6 360
---------------------------------------------------------------------------------
Current Liabilities .................... 254 495 36 105 83 3 346
Deferred Credits ....................... 22 969 54 (1) 24 0 179
---------------------------------------------------------------------------------
Total .................................. $2,720 $4,311 $206 $104 $250 $9 $885
=================================================================================
SCANA Petroleum Propane
Primesouth Energy Resources Resources Gas ServiceCare Propane
Consolidated Marketing Consolidated Consolidated Consolidated Inc Storage
-----------------------------------------------------------------------------------------
Assets
Utility Plant, Net ..................... 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------
Nonutility Property
and Investments
(net of accumulated
depreciation) ......................... 8 7 0 0 0 3 0
----------------------------------------------------------------------------------------
Current Assets:
Cash and temporary
cash investments ...................... 1 11 0 0 0 0 1
----------------------------------------------------------------------------------------
Other current assets ................ 1 124 1 1 1 17 1
----------------------------------------------------------------------------------------
Total Current Assets ................... 2 135 1 1 1 17 2
----------------------------------------------------------------------------------------
Deferred Debits ........................ 1 1 1 0 0 1 0
----------------------------------------------------------------------------------------
Total .................................. $11 $143 $2 $1 $1 $21 $2
========================================================================================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued
and outstanding; ..................
Retained Earnings ......................
----------------------------------------------------------------------------------------
Total Common Equity .................... 2 (51) 0 (3) 19 (3) 25
----------------------------------------------------------------------------------------
Preferred Stock (Not subject
to sinking fund requirements..........
----------------------------------------------------------------------------------------
Total Stockholders' Investment ......... 2 (51) 0 (3) 19 (3) 25
----------------------------------------------------------------------------------------
Preferred Stock
(Subject to sinking
fund requirements) .....................
SCE&G - Obligated Mandatorily
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 202750 .......
Long-Term Debt, net .................... 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------
Total Capitalization ................... 2 (51) 0 (3) 19 (3) 25
----------------------------------------------------------------------------------------
Current Liabilities .................... 9 195 2 1 (18) 24 (23)
Deferred Credits ....................... 0 (1) 0 3 0 0 0
----------------------------------------------------------------------------------------
Total .................................. $11 $143 $2 $1 $1 $21 $2
========================================================================================
Merger
SCANA PSNC Pro Forma Merger
Eliminations Consolidated Consolidated Subtotal Adjustments Pro Forma
------------ ------------ ------------ -------- ----------- ---------
Assets
Utility Plant, Net ..................... 0 $3,851 $523 $4,374 $466 (5) $4,840
------------- ------------ ------------ -------- ----------- ---------
Nonutility Property
and Investments
(net of accumulated
depreciation) ......................... (2,565) 999 30 (2) $1,029 1,029
------------- ------------ ------------ -------- ----------- ---------
Current Assets:
Cash and temporary
cash investments ...................... 0 116 11 127 695 (3)
(212)(5)
(488)(4)
(12)(5) 110
------------- ------------ ------------ -------- ----------- ---------
Other current assets ................ (90) 496 138 634 634
------------- ------------ ------------ -------- ----------- ---------
Total Current Assets ................... (90) 612 149 761 (17) 744
------------- ------------ ------------ -------- ----------- ---------
Deferred Debits ........................ 0 549 10 (2) 559 5 (3) 564
------------- ------------ ------------ -------- ----------- ---------
Total .................................. $(2,655) $6,011 $712 6,723 $454 $7,177
============= ============ ============ ========= =========== =========
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued
and outstanding; .................. $1,379 $160 1,539 $475 (5)
(488)(4)
(160)(5) $1,366
Retained Earnings ...................... 720 73 793 (73)(5) 720
------------- ------------ ------------ -------- ----------- ---------
Total Common Equity .................... (2,051) 2,099 233 2,332 (246) 2,086
------------- ------------ ------------ -------- ----------- ---------
Preferred Stock (Not subject
to sinking fund requirements.......... 106 106 106
------------- ------------ ------------ -------- ----------- ---------
Total Stockholders' Investment ......... (2,051) 2,205 233 2,438 (246) 2,192
------------- ------------ ------------ -------- ----------- ---------
Preferred Stock
(Subject to sinking
fund requirements) ..................... 11 11 11
SCE&G - Obligated Mandatorily
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 202750 ....... 50 50 50
Long-Term Debt, net .................... (25) 1,563 150 1,713 700 (3) 2,413
------------- ------------ ------------ -------- ----------- ---------
Total Capitalization ................... (2,076) 3,829 383 4,212 454 4,666
------------- ------------ ------------ -------- ----------- ---------
Current Liabilities .................... (579) 933 231 1,164 1,164
---------
Deferred Credits ....................... 1,249 98 1,347 1,347
------------- ------------ ------------ -------- ----------- ---------
Total .................................. (2,655) $6,011 $712 6,723 $454 $7,177
============= ============ ============ ======== =========== =========
</TABLE>
Consolidating balance sheets for SCE&G, SC Pipeline, Primesouth, SCANA
Resources, Petroleum Resources, Propane Gas and PSNC are presented in Schedules
D-3, D-5, D-7, D-9, D-11, D-13 and D-15, respectively.
<PAGE>
<TABLE>
<CAPTION>
SCANA CORPORATION
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per share amounts)
SCHEDULE D-2
SCANA SCE&G SC Fuel SC Pipeline SCANA SCANA
Parent Consolidated Genco Company Consolidated Development Communications
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues ..................... 0 1,467 106 203 342 0 0
---------------------------------------------------------------------------------
Operating Expenses:
Operating Expenses..................... 0 926 85 198 315 0 0
Depreciation and amortization.......... 154 7 0 7
Income taxes........................... 103 1 0 7
---------------------------------------------------------------------------------
Total Operating Expenses 0 1,183 93 198 329 0 0
Operating Income........................ 0 284 13 5 13 0 0
Other Income............................ 211 13 0 0 5 0 24
---------------------------------------------------------------------------------
Income Before Interest Charges and
Preferred Stock Dividends............... 211 297 13 5 18 0 24
Interest Charges, Net................... 32 104 7 5 4 0 20
---------------------------------------------------------------------------------
Income Before Preferred Dividend
Requirements on Mandatorily
Redeemable Preferred Securities........ 179 193 6 0 14 0 4
Preferred Dividend Requirement of SCE&G-
Obligated Mandatorily Redeemable
Preferred Securities................... 4
---------------------------------------------------------------------------------
Income Before Preferred Stock Cash
Dividends of Subsidiary................. 179 189 6 0 14 0 4
Preferred Stock Cash Dividends of
Subsidiary (At Stated Rates)............ 7
Net Income.............................. 179 182 6 0 14 0 4
=================================================================================
Weighted Average Common Shares
Outstanding (millions)..................
Basic Earnings Per Shares...............
Diluted Common Shares Outstanding
(millions)..............................
Diluted Earnings Per Share..............
Dividends Per Share.....................
SCANA Petroleum Propane
Primesouth Energy Resources Resources Gas ServiceCare Propane
Consolidated Marketing Consolidated Consolidated Consolidated Inc Storage
----------------------------------------------------------------------------------------
Operating Revenues ..................... 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------
Operating Expenses:
Operating Expenses..................... 0 0 0 0 0 0 0
Depreciation and amortization..........
Income taxes...........................
----------------------------------------------------------------------------------------
Total Operating Expenses 0 0 0 0 0 0 0
Operating Income........................ 0 0 0 0 0 0 0
Other Income............................ 0 (44) (2) (5) 4 (1) 24
----------------------------------------------------------------------------------------
Income Before Interest Charges and
Preferred Stock Dividends............... 0 (44) (2) (5) 4 (1) 24
Interest Charges, Net................... 0 5 0 0 1 1 0
----------------------------------------------------------------------------------------
Income Before Preferred Dividend
Requirements on Mandatorily
Redeemable Preferred Securities........ 0 (49) (2) (5) 3 (2) 24
----------------------------------------------------------------------------------------
Preferred Dividend Requirement of SCE&G-
Obligated Mandatorily Redeemable
Preferred Securities...................
Income Before Preferred Stock Cash
Dividends of Subsidiary................. 0 (49) (2) (5) 3 (2) 24
Preferred Stock Cash Dividends of
Subsidiary (At Stated Rates)............
Net Income.............................. 0 (49) (2) (5) 3 (2) 24
========================================================================================
Weighted Average Common Shares
Outstanding (millions)..................
Basic Earnings Per Shares...............
Diluted Common Shares Outstanding
(millions)..............................
Diluted Earnings Per Share..............
Dividends Per Share.....................
Merger
SCANA Pro Forma Merger
Eliminations Consolidated PSNC Adjustments Pro Forma
------------ ------------ ------------ ----------- ---------
Increase
(Decrease)
Operating Revenues ..................... (468) $1,650 $307 $ $1,957
------------- ------------ ------------ ----------- ---------
Operating Expenses:
Operating Expenses..................... (462) 1,062 224 1,286
Depreciation and amortization.......... 0 168 26 13 (7) 207
Income taxes........................... (1) 110 17 (17)(8) 110
------------- ------------ ------------ ----------- ---------
Total Operating Expenses (463) 1,340 267 (4) 1,603
Operating Income........................ (5) 310 40 4 354
Other Income............................ (207) 22 4 0 26
------------- ------------ ------------ ----------- ---------
Income Before Interest Charges and
Preferred Stock Dividends............... (212) 332 44 4 380
Interest Charges, Net................... (37) 142 18 46 (6) 206
------------- ------------ ------------ ----------- ---------
Income Before Preferred Dividend
Requirements on Mandatorily
Redeemable Preferred Securities........ (175) 190 26 (42) 174
Preferred Dividend Requirement of SCE&G-
Obligated Mandatorily Redeemable
Preferred Securities................... 4 0 0 4
------------- ------------ ------------ ----------- ---------
Income Before Preferred Stock Cash
Dividends of Subsidiary................. (175) 186 26 (42) 170
Preferred Stock Cash Dividends of
Subsidiary (At Stated Rates)............ 7 0 0 7
------------- ------------ ------------ ----------- ---------
Net Income.............................. (175) $179 $26 $(42) $163
============= ============ ============ =========== =========
Weighted Average Common Shares
Outstanding (millions).................. 103.6 20.6 104.7 (9)
Basic Earnings Per Shares............... $1.73 $1.25 $1.56
Diluted Common Shares Outstanding
(millions).............................. 103.6 20.8 104.7
Diluted Earnings Per Share.............. 1.73 $1.24 $1.56
Dividends Per Share..................... $0.98
</TABLE>
Consolidating income statements for SCE&G, SC Pipeline, Primesouth, SCANA
Resources, Petroleum Resources, Propane Gas and PSNC are presented in Schedules
D-4, D-6, D-8, D-10, D-12, D-14 and D-16, respectively.
<PAGE>
SEC Adjustments
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
<TABLE>
<CAPTION>
SCANA SCANA SCEG SCEG SCANA SCE&G SCANA
Orig. Final Diff Orig. Final Diff Parent Consoli- Consoli-
U-3A-2 U-3A-2 dated dated
-------------------------------------------------------------------------------- ----------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Utility Plant, Net 1,984,304 2,836,988 852,684 1,984,304 2,836,988 852,684 0 1 1
-------------------------------------------------------------------------------------------------- --------
Nonutility Property and
Investments (net
of accumulated
depreciation) 0 33,351,330 33,351,330 0 0 0 33 0 33
-------------------------------------------------------------------------------------------------- --------
Current Assets:
Cash and temporary
cash investments 45,352,872 45,352,872 0 24,263,922 24,263,922 0 0 0 0
Other current assets 16,219,769 16,219,769 0 15,710,404 15,710,404 0 0 0 0
------------------------------------------------------------------------------------ ------------- --------
Total Current Assets 61,572,641 61,572,641 0 39,974,326 39,974,326 0 0 0 0
Deferred Debits (170,790,769) (171,643,453) (852,684) (157,741,422) (158,594,106) (852,684) 0 (1) (1)
-------------------------------------------------------------------------------------------------- --------
Total (107,233,824) (73,882,494) 33,351,330 (115,782,792) (115,782,792) 0 $33 $0 33
================================================================================================== ========
Capitalization and
Liabilities
Stockholders'
Investment:
Common stock, shares
issued and outstanding;
Retained Earnings -------------------------------------------------------------------------------------------------- --------
Total Common Equity (1,000) 21,677,364 21,678,364 (1,000) (1,000) 0 22 0 22
-------------------------------------------------------------------------------------------------- --------
Preferred Stock
(Not subject 0 0
to sinking
fund requirements)
Total Stockholders' -------------------------------------------------------------------------------------------------- --------
Investment (1,000) 21,677,364 21,678,364 (1,000) (1,000) 0 22 0 22
-------------------------------------------------------------------------------------------------- --------
Preferred Stock
(Subject to sinking fund (560,000) (560,000) 0 (560,000) (560,000) 0 0 0 0
requirements)
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 2027 0 0
Long-Term Debt, net (5,000,000) (5,000,000) 0 (5,000,000) (5,000,000) 0 0 0 0
-------------------------------------------------------------------------------------------------- --------
Total Capitalization (5,561,000) 16,117,364 21,678,364 (5,561,000) (5,561,000) 0 22 0 22
-------------------------------------------------------------------------------------------------- --------
Current Liabilities 40,040,504 40,040,504 0 18,934,854 18,934,854 0 0 0 0
Deferred Credits (141,713,328) (130,040,362) 11,672,966 (129,156,646) (129,156,646) 0 11 0 11
--------------------------------------------------------------------------------------------------- --------
Total (107,233,824) (73,882,494) 33,351,330 (115,782,792) (115,782,792) 0 $33 0 33
=================================================================================================== ========
</TABLE>
SCE&G Consolidated
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
Schedule D-3
<TABLE>
<CAPTION>
SCE&G SCE&G SCEG
Parent Trust 1 Eliminations Consolidated
----------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Utility Plant, Net 3458 0 0 $3,458
----------------------------------------------------------
Nonutility Property and Investments
(net of accumulated depreciation) 20 52 (53) 19
----------------------------------------- ----------------
Current Assets:
Cash and temporary cash investments 78 0 0 78
Other current assets 278 0 0 278
----------------------------------------- -----------------
Total Current Assets 356 0 0 356
Deferred Debits 478 0 0 478
----------------------------------------- -----------------
Total $4,312 $52 $ (53) $4,311
======================================== =================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued
and outstanding; $0
Retained Earnings 0
---------------------------------------- ------------------
Total Common Equity 1,559 2 (2) 1,559
---------------------------------------- ------------------
Preferred Stock (Not subject to
sinking fund requirements) 106 0 0 106
---------------------------------------- ------------------
Total Stockholders' Investment 1,665 2 (2) 1,665
---------------------------------------- ------------------
Preferred Stock (Subject to
sinking fund requirements) 11 0 0 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 2027 0 50 0 50
Long-Term Debt, net 1,173 0 (52) 1,121
---------------------------------------- ------------------
Total Capitalization 2,849 52 (54) 2,847
---------------------------------------- ------------------
Current Liabilities 495 0 0 495
Deferred Credits 969 0 0 969
---------------------------------------- ------------------
Total $4,313 $52 (54) $4,311
======================================== ==================
</TABLE>
SCE&G Consolidated
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
SCHEDULE D-4
SCE&G SCE&G SCE&G
Parent Trust 1 Eliminations Consolidated
---------------------------------------------- --------------------
<S> <C> <C> <C> <C>
Operating Revenues........................... 1,467 0 0 $ 1,467
---------------------------------------------- --------------------
Operating Expenses:
Operating Expenses........................ 926 0 0 926
Depreciation and amortization............ 154 0 0 154
Income taxes................................. 103 0 0 103
---------------------------------------------- --------------------
Total Operating Expenses 1,183 0 0 1,183
Operating Income................................. 284 0 0 284
Other Income....................................... 13 4 (4) 13
---------------------------------------------- --------------------
Income Before Interest Charges and Preferred Stock
Dividends....................................... 297 4 (4) 297
Interest Charges, Net........................... 108 0 (4) 104
---------------------------------------------- --------------------
Income Before Preferred Dividend Requirements on
Mandatorily Redeemable Preferred Securities........ 189 4 0 193
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable Preferred
Securities....................................... 0 4 0 4
---------------------------------------------- --------------------
Income Before Preferred Stock Cash Dividends of
Subsidiary.................................... 189 0 0 189
Preferred Stock Cash Dividends of Subsidiary (At
Stated Rates)................................. 7 0 0 7
Net Income....................................... 182 0 0 $ 182
============================================== ====================
</TABLE>
SC Pipeline Corp. Consolidated
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
<TABLE>
<CAPTION>
Schedule D-5
SCPC C&T SCPC
Parent Pipeline Eliminations Consolidated
--------------------------------------- ------------------
<S> <C> <C> <C> <C>
Assets
Utility Plant, Net 167 0 0 $167
--------------------------------------- ------------------
Nonutility Property and Investments (net of accumulated
depreciation) 0 0 0 0
--------------------------------------- ------------------
Current Assets:
Cash and temporary cash investments 6 0 0 6
Other current assets 64 7 (7) 64
--------------------------------------- ------------------
Total Current Assets 70 7 (7) 70
Deferred Debits 13 0 0 13
--------------------------------------- ------------------
Total $250 $7 $ (7) $250
======================================= ==================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued and outstanding; $0
Retained Earnings 0
--------------------------------------- ------------------
Total Common Equity 98 4 0 102
--------------------------------------- ------------------
Preferred Stock (Not subject to sinking fund requirements) 0 0 0 0
--------------------------------------- ------------------
Total Stockholders' Investment 98 4 0 102
--------------------------------------- ------------------
Preferred Stock (Subject to sinking fund requirements) 0 0 0 0
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 2027 0 0 0 0
Long-Term Debt, net 41 0 0 41
--------------------------------------- ------------------
Total Capitalization 139 4 0 143
--------------------------------------- ------------------
Current Liabilities 87 3 (7) 83
Deferred Credits 24 0 0 24
--------------------------------------- ------------------
Total $250 $7 (7) $250
======================================= ==================
</TABLE>
SC Pipeline Corp. Consolidated
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
SCHEDULE D-6
SCPC C&T SCPC
Parent Pipeline Eliminations Consolidated
------------------------------------------- --------------------
<S> <C> <C> <C> <C>
Operating Revenues........................... 342 0 0 $ 342
------------------------------------------- --------------------
Operating Expenses:
Operating Expenses........................ 315 0 0 315
Depreciation and amortization............ 7 0 0 7
Income taxes................................. 7 0 0 7
------------------------------------------- --------------------
Total Operating Expenses 329 0 0 329
Operating Income................................. 13 0 0 13
Other Income....................................... 1 4 0 5
------------------------------------------- --------------------
Income Before Interest Charges and Preferred Stock
Dividends....................................... 14 4 0 18
Interest Charges, Net........................... 4 0 0 4
------------------------------------------- --------------------
Income Before Preferred Dividend Requirements on
Mandatorily Redeemable Preferred Securities...... 10 4 0 14
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable Preferred
Securities....................................... 0 0 0 0
------------------------------------------- --------------------
Income Before Preferred Stock Cash Dividends of
Subsidiary.................................... 10 4 0 14
Preferred Stock Cash Dividends of Subsidiary (At
Stated Rates)................................. 0 0 0 0
Net Income....................................... 10 4 0 $ 14
=========================================== ====================
</TABLE>
PrimeSouth Consolidated
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
<TABLE>
<CAPTION>
Schedule D-7
Primesouth Palmark Primesouth
Parent Inc. Eliminations Consolidated
----------------------------------- ------------------
<S> <C> <C> <C> <C>
Assets
Utility Plant, Net 0 0 0 $0
----------------------------------- ------------------
Nonutility Property and Investments (net of accumulated
depreciation) 8 0 0 8
----------------------------------- ------------------
Current Assets:
Cash and temporary cash investments 0 1 0 1
Other current assets 2 0 (1) 1
----------------------------------- ------------------
Total Current Assets 2 1 (1) 2
Deferred Debits 1 0 0 1
----------------------------------- ------------------
Total $11 $1 $ (1) $11
=================================== ==================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued and outstanding; $0
Retained Earnings 0
----------------------------------- ------------------
Total Common Equity 2 0 0 2
----------------------------------- ------------------
Preferred Stock (Not subject to sinking fund requirements) 0 0 0 0
----------------------------------- ------------------
Total Stockholders' Investment 2 0 0 2
----------------------------------- ------------------
Preferred Stock (Subject to sinking fund requirements) 0 0 0 0
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 2027 0 0 0 0
Long-Term Debt, net 0 0 0 0
----------------------------------- ------------------
Total Capitalization 2 0 0 2
----------------------------------- ------------------
Current Liabilities 9 1 (1) 9
Deferred Credits 0 0 0 0
----------------------------------- ------------------
Total $11 $1 (1) $11
=================================== ==================
</TABLE>
PrimeSouth Consolidated
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
SCHEDULE D-8
Primesouth Palmark Primesouth
Parent Inc. Eliminations Consolidated
------------------------------------------------------ --------------------
<S> <C> <C> <C> <C>
Operating Revenues........................... 0 0 0 $ -
------------------------------------------------------ --------------------
Operating Expenses:
Operating Expenses........................ 0 0 0 0
Depreciation and amortization............ 0 0 0 0
Income taxes................................. 0 0 0 0
------------------------------------------------------ --------------------
Total Operating Expenses 0 0 0 0
Operating Income................................. 0 0 0 0
Other Income....................................... 0 0 0 0
------------------------------------------------------ --------------------
Income Before Interest Charges and Preferred Stock
Dividends....................................... 0 0 0 0
Interest Charges, Net........................... 0 0 0 0
------------------------------------------------------ --------------------
Income Before Preferred Dividend Requirements on
Mandatorily Redeemable Preferred Securities...... 0 0 0 0
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable Preferred
Securities....................................... 0 0 0 0
------------------------------------------------------ --------------------
Income Before Preferred Stock Cash Dividends of
Subsidiary.................................... 0 0 0 0
Preferred Stock Cash Dividends of Subsidiary (At
Stated Rates)................................. 0 0 0 0
Net Income....................................... 0 0 0 $ -
====================================================== ====================
</TABLE>
SCANA Resources Consolidated
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
<TABLE>
<CAPTION>
Schedule D-9
SC Resources Instel SC Resources
Parent Inc. Eliminations Consolidated
--------------------------------------- -------------------
<S> <C> <C> <C> <C>
Assets
Utility Plant, Net 0 0 0 $0
--------------------------------------- -------------------
Nonutility Property and Investments (net of accumulated
depreciation) 0 0 0 0
--------------------------------------- -------------------
Current Assets:
Cash and temporary cash investments 0 0 0 0
Other current assets 1 0 0 1
--------------------------------------- -------------------
Total Current Assets 1 0 0 1
Deferred Debits 1 0 0 1
--------------------------------------- -------------------
Total $2 $0 $ - $2
======================================= ===================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued and outstanding; $0
Retained Earnings 0
--------------------------------------- -------------------
Total Common Equity 0 0 0 0
--------------------------------------- -------------------
Preferred Stock (Not subject to sinking fund requirements) 0 0 0 0
--------------------------------------- -------------------
Total Stockholders' Investment 0 0 0 0
--------------------------------------- -------------------
Preferred Stock (Subject to sinking fund requirements) 0 0 0 0
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 2027 0 0 0 0
Long-Term Debt, net 0 0 0 0
--------------------------------------- -------------------
Total Capitalization 0 0 0 0
--------------------------------------- -------------------
Current Liabilities 2 0 0 2
Deferred Credits 0 0 0 0
--------------------------------------- -------------------
Total $2 $0 0 $2
======================================= ===================
</TABLE>
SCANA Resources Consolidated
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
SCHEDULE D-10
SC Resources Instel SC Resources
Parent Inc. Eliminations Consolidated
--------------------------------------- -------------------
<S> <C> <C> <C> <C>
Operating Revenues........................... 0 0 0 $ -
--------------------------------------- -------------------
Operating Expenses:
Operating Expenses........................ 0 0 0 0
Depreciation and amortization............ 0 0 0 0
Income taxes................................. 0 0 0 0
--------------------------------------- -------------------
Total Operating Expenses 0 0 0 0
Operating Income................................. 0 0 0 0
Other Income....................................... (1) (1) 0 (2)
--------------------------------------- -------------------
Income Before Interest Charges and Preferred Stock
Dividends....................................... (1) (1) 0 (2)
Interest Charges, Net........................... 0 0 0 0
--------------------------------------- -------------------
Income Before Preferred Dividend Requirements on
Mandatorily Redeemable Preferred Securities......... (1) (1) 0 (2)
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable Preferred
Securities....................................... 0 0 0 0
--------------------------------------- -------------------
Income Before Preferred Stock Cash Dividends of
Subsidiary.................................... (1) (1) 0 (2)
Preferred Stock Cash Dividends of Subsidiary (At
Stated Rates)................................. 0 0 0 0
Net Income....................................... (1) (1) 0 $ (2)
======================================= ===================
</TABLE>
Petroleum Resources Consolidated
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
<TABLE>
<CAPTION>
Schedule D-11
Petroleum SPR-Gas Petroleum
Resources Services Resources
Parent Inc. Eliminations Consolidated
----------------------------------- ------------------
<S> <C> <C> <C> <C>
Assets
Utility Plant, Net 0 0 0 $0
----------------------------------- ------------------
Nonutility Property and Investments (net of accumulated
depreciation) 0 0 0 0
----------------------------------- ------------------
Current Assets:
Cash and temporary cash investments 0 0 0 0
Other current assets 1 0 0 1
----------------------------------- ------------------
Total Current Assets 1 0 0 1
Deferred Debits 0 0 0 0
----------------------------------- ------------------
Total $1 $0 $ - $1
=================================== ==================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued and outstanding; $0
Retained Earnings 0
----------------------------------- ------------------
Total Common Equity (3) 0 0 (3)
----------------------------------- ------------------
Preferred Stock (Not subject to sinking fund requirements) 0 0 0 0
----------------------------------- ------------------
Total Stockholders' Investment (3) 0 0 (3)
----------------------------------- ------------------
Preferred Stock (Subject to sinking fund requirements) 0 0 0 0
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 2027 0 0 0 0
Long-Term Debt, net 0 0 0 0
----------------------------------- ------------------
Total Capitalization (3) 0 0 (3)
----------------------------------- ------------------
Current Liabilities 1 0 0 1
Deferred Credits 3 0 0 3
----------------------------------- ------------------
Total $1 $0 0 $1
=================================== ==================
</TABLE>
Petroleum Resources Consolidated
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
SCHEDULE D-12
Petroleum SPR-Gas Petroleum
Resources Services Resources
Parent Inc. Eliminations Consolidated
--------------------------------------- ------------------
<S> <C> <C> <C> <C>
Operating Revenues........................... 0 0 0 $ -
--------------------------------------- ------------------
Operating Expenses:
Operating Expenses........................ 0 0 0 0
Depreciation and amortization............ 0 0 0 0
Income taxes............................... 0 0 0 0
--------------------------------------- ------------------
Total Operating Expenses 0 0 0 0
Operating Income................................. 0 0 0 0
Other Income....................................... (5) 0 0 (5)
--------------------------------------- ------------------
Income Before Interest Charges and Preferred Stock
Dividends....................................... (5) 0 0 (5)
Interest Charges, Net........................... 0 0 0 0
--------------------------------------- ------------------
Income Before Preferred Dividend Requirements on
Mandatorily Redeemable Preferred Securities......... (5) 0 0 (5)
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable Preferred
Securities....................................... 0 0 0 0
--------------------------------------- ------------------
Income Before Preferred Stock Cash Dividends of
Subsidiary.................................... (5) 0 0 (5)
Preferred Stock Cash Dividends of Subsidiary (At
Stated Rates)................................. 0 0 0 0
Net Income....................................... (5) 0 0 $ (5)
======================================= ==================
</TABLE>
Propane Gas Consolidated
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
<TABLE>
<CAPTION>
Schedule D-13
Propane Propane
Gas USA Propane Gas
Parent Cylinder Supply Eliminations Consolidated
----------------------------------------- ------------------
<S> <C> <C> <C> <C> <C>
Assets
Utility Plant, Net 0 0 0 0 $0
----------------------------------------- ------------------
Nonutility Property and Investments (net of accumulated
depreciation) 0 0 0 0 0
----------------------------------------- ------------------
Current Assets:
Cash and temporary cash investments 0 0 0 0 0
Other current assets 1 4 4 (8) 1
----------------------------------------- ------------------
Total Current Assets 1 4 4 (8) 1
Deferred Debits 0 0 0 0 0
----------------------------------------- ------------------
Total $1 $4 $4 $ (8) $1
========================================= ==================
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued and outstanding; $0
Retained Earnings 0
----------------------------------------- ------------------
Total Common Equity 15 3 2 (1) 19
----------------------------------------- ------------------
Preferred Stock (Not subject to sinking fund requirements) 0 0 0 0
----------------------------------------- ------------------
Total Stockholders' Investment 15 3 2 (1) 19
----------------------------------------- ------------------
Preferred Stock (Subject to sinking fund requirements) 0 0 0 0 0
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 2027 0 0 0 0 0
Long-Term Debt, net 0 0 0 0 0
----------------------------------------- ------------------
Total Capitalization 15 3 2 (1) 19
----------------------------------------- ------------------
Current Liabilities (13) 1 2 (8) (18)
Deferred Credits 0 0 0 0 0
----------------------------------------- ------------------
Total $2 $4 $4 (9) $1
========================================= ==================
</TABLE>
Propane Gas Consolidated
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per shareamounts)
<TABLE>
<CAPTION>
SCHEDULE D-14
Propane Propane
Gas USA Propane Gas
Parent Cylinder Supply Eliminations Consolidated
----------------------------------------------- ------------------
<S> <C> <C> <C> <C> <C>
Operating Revenues........................... 0 0 0 0 $ -
----------------------------------------------- ------------------
Operating Expenses:
Operating Expenses........................ 0 0 0 0 0
Depreciation and amortization............ 0 0 0 0 0
Income taxes................................. 0 0 0 0 0
----------------------------------------------- ------------------
Total Operating Expenses 0 0 0 0 0
Operating Income................................. 0 0 0 0 0
Other Income....................................... 1 2 1 0 4
----------------------------------------------- ------------------
Income Before Interest Charges and Preferred Stock
Dividends....................................... 1 2 1 0 4
Interest Charges, Net........................... 1 0 0 0 1
----------------------------------------------- ------------------
Income Before Preferred Dividend Requirements on
Mandatorily Redeemable Preferred Securities......... 0 2 1 0 3
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable Preferred
Securities....................................... 0 0 0 0 0
----------------------------------------------- ------------------
Income Before Preferred Stock Cash Dividends of
Subsidiary.................................... 0 2 1 0 3
Preferred Stock Cash Dividends of Subsidiary (At
Stated Rates)................................. 0 0 0 0 0
Net Income....................................... 0 2 1 0 $ 3
=============================================== ==================
</TABLE>
PSNC Consolidated
PROFORMA BALANCE SHEET
AS OF DECEMBER 31, 1999
(unaudited)
(Dollars in millions)
<TABLE>
<CAPTION>
Schedule D-15
PSNC Blue PSNC Clean PSNC PSNC
Parent Ridge Production SONAT Energy Cardinal Eliminations Consolidated
------------------------------------------------------------------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Utility Plant, Net 523 0 0 0 0 0 0 $523
------------------------------------------------------------------------ --------------
Nonutility Property and Investments
(net of accumulated depreciation) 40 11 6 0 0 18 (45) 30
------------------------------------------------------------------------ --------------
Current Assets:
Cash and temporary cash investments 1 0 7 3 0 0 0 11
Other current assets 111 0 14 17 0 0 (4) 138
------------------------------------------------------------------------ --------------
Total Current Assets 112 0 21 20 0 0 (4) 149
Deferred Debits 8 0 2 0 0 0 0 10
------------------------------------------------------------------------ --------------
Total $683 $11 $29 $20 $0 $18 $ (49) $712
======================================================================== ==============
Capitalization and Liabilities
Stockholders' Investment:
Common stock, shares issued and
outstanding; $0
Retained Earnings 0
------------------------------------------------------------------------ --------------
Total Common Equity 232 1 3 6 7 1 (17) 233
------------------------------------------------------------------------ --------------
Preferred Stock (Not subject to sinking
fund requirements) 0 0 0 0 0 0 0
------------------------------------------------------------------------ --------------
Total Stockholders' Investment 232 1 3 6 7 1 (17) 233
------------------------------------------------------------------------ --------------
Preferred Stock (Subject to sinking fund
requirements) 0 0 0 0 0 0 0 0
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 2027 0 0 0 0 0 0 0 0
Long-Term Debt, net 150 0 0 0 0 0 0 150
------------------------------------------------------------------------ --------------
Total Capitalization 382 1 3 6 7 1 (17) 383
------------------------------------------------------------------------ --------------
Current Liabilities 203 9 26 14 (7) 17 (31) 231
Deferred Credits 98 1 0 0 0 0 (1) 98
------------------------------------------------------------------------ --------------
Total $683 $11 $29 $20 $0 $18 (49) $712
======================================================================== ==============
</TABLE>
PSNC Consolidated
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(unaudited)
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
SCHEDULE D-16
PSNC Blue PSNC Clean PSNC PSNC
Parent Ridge Production SONAT Energy Cardinal Eliminations Consolidated
-------------------------------------------------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues........................... 307 0 0 0 0 0 0 $ 307
-------------------------------------------------------------------- ------------
Operating Expenses:
Operating Expenses........................ 224 0 0 0 0 0 0 224
Depreciation and amortization............ 26 0 0 0 0 0 0 26
Income taxes................................. 17 0 0 0 0 0 0 17
-------------------------------------------------------------------- ------------
Total Operating Expenses 267 0 0 0 0 0 0 267
Operating Income................................. 40 0 0 0 0 0 0 40
Other Income....................................... 4 1 2 1 0 0 (4) 4
-------------------------------------------------------------------- ------------
Income Before Interest Charges and Preferred Stock
Dividends..................................... 44 1 2 1 0 0 (4) 44
Interest Charges, Net........................... 18 0 0 0 0 0 0 18
-------------------------------------------------------------------- ------------
Income Before Preferred Dividend Requirements on
Mandatorily Redeemable Preferred Securities... 26 1 2 1 0 0 (4) 26
Preferred Dividend Requirement of SCE&G -
Obligated Mandatorily Redeemable Preferred
Securities.................................... 0 0 0 0 0 0 0 0
-------------------------------------------------------------------- ------------
Income Before Preferred Stock Cash Dividends of
Subsidiary.................................... 26 1 2 1 0 0 (4) 26
Preferred Stock Cash Dividends of Subsidiary (At
Stated Rates)................................. 0 0 0 0 0 0 0 0
Net Income....................................... 26 1 2 1 0 0 (4) $ 26
==================================================================== ============
</TABLE>
NOTES TO PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
TWELVE MONTHS ENDED DECEMBER 31, 1999
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 $29 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):
<TABLE>
<CAPTION>
As of December 31, 1999
--------------------------------------------
------------ ------------- ------------
PSNC SCANA Pro Forma
------------ ------------- ------------
<S> <C> <C> <C>
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
------------ ------------- ------------
</TABLE>
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):
December 31, 1999
-----------------------------
Cash Consideration $ 212
-------------
Common Stock Consideration:
PSNC Stock Converted 14.392
PSNC Exchange Ratio 1.21
-------------
New Shares Issued 17.41
Estimated Price per Share $ 27.27
-------------
Total Stock Consideration $ 475
Acquisition Costs 12
-------------
Total Cost 699
Less Net Book Value of PSNC 233
-------------
Total Acquisition Adjustment $ 466
-------------
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 $466
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
December 31, 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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AS OF DECEMBER 31, 1999 AND THE CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS AND OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
IS QUALIFIED IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,851
<OTHER-PROPERTY-AND-INVEST> 999
<TOTAL-CURRENT-ASSETS> 612
<TOTAL-DEFERRED-CHARGES> 549
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,011
<COMMON> 1,051
<CAPITAL-SURPLUS-PAID-IN> 328
<RETAINED-EARNINGS> 720
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,099
61
106
<LONG-TERM-DEBT-NET> 1,563
<SHORT-TERM-NOTES> 266
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 303
1
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,612
<TOT-CAPITALIZATION-AND-LIAB> 6,011
<GROSS-OPERATING-REVENUE> 1,650
<INCOME-TAX-EXPENSE> 110
<OTHER-OPERATING-EXPENSES> 1,230
<TOTAL-OPERATING-EXPENSES> 1,340
<OPERATING-INCOME-LOSS> 310
<OTHER-INCOME-NET> 22
<INCOME-BEFORE-INTEREST-EXPEN> 332
<TOTAL-INTEREST-EXPENSE> 142
<NET-INCOME> 186
7
<EARNINGS-AVAILABLE-FOR-COMM> 179
<COMMON-STOCK-DIVIDENDS> 137
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 223
<EPS-BASIC> 1.73
<EPS-DILUTED> 1.73
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATEED
BALANCE SHEET AS OF DECEMBER 31, 1999 AND THE CONSOLIDATED STATEMENTS OF INCOEM
AND RETAINED EARNINGS AND OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
IS QUALIFIED IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 522,932
<OTHER-PROPERTY-AND-INVEST> 849
<TOTAL-CURRENT-ASSETS> 149,124
<TOTAL-DEFERRED-CHARGES> 38,780
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 711,685
<COMMON> 20,578
<CAPITAL-SURPLUS-PAID-IN> 139,135
<RETAINED-EARNINGS> 72,538
<TOTAL-COMMON-STOCKHOLDERS-EQ> 232,251
0
0
<LONG-TERM-DEBT-NET> 150,450
<SHORT-TERM-NOTES> 137,500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 6,800
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 184,684
<TOT-CAPITALIZATION-AND-LIAB> 711,685
<GROSS-OPERATING-REVENUE> 306,725
<INCOME-TAX-EXPENSE> 17,169
<OTHER-OPERATING-EXPENSES> 249,897
<TOTAL-OPERATING-EXPENSES> 267,066
<OPERATING-INCOME-LOSS> 39,659
<OTHER-INCOME-NET> 4,484
<INCOME-BEFORE-INTEREST-EXPEN> 44,143
<TOTAL-INTEREST-EXPENSE> 18,341
<NET-INCOME> 25,802
0
<EARNINGS-AVAILABLE-FOR-COMM> 25,802
<COMMON-STOCK-DIVIDENDS> 20,215
<TOTAL-INTEREST-ON-BONDS> 13,658
<CASH-FLOW-OPERATIONS> 48,152
<EPS-BASIC> 1.25
<EPS-DILUTED> 1.24
</TABLE>
