UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of SCANA Corporation ) CERTIFICATE PURSUANT TO
on Form U-1 (File No. 70-9521) ) RULE 24 UNDER THE PUBLIC
) UTILITY HOLDING COMPANY
) ACT OF 1935
)
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Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended, SCANA Corporation, a South Carolina corporation
("SCANA"), certifies that the merger of Public Service Company of North
Carolina, Incorporated, a North Carolina corporation with and into New Sub II,
Inc., a South Carolina corporation and subsidiary of SCANA ("New Sub II"), with
New Sub II as the surviving corporation, as proposed in the
Application/Declaration to the Commission on Form U-1 (File No. 70-9521) of
SCANA and authorized by order of the Commission in Public Utility Holding
Company Act Release No. 35-27133, dated February 9, 2000, has been carried out
in accordance with the terms and conditions of and for the purposes represented
by the Application/Declaration and of the Commission's order with respect
thereto. Upon completion of the merger, New Sub II changed its name to Public
Service Company of North Carolina, Incorporated.
Exhibits
F-2 "Past Tense" Opinion of Counsel
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, SCANA has duly caused this Certificate to be signed on its behalf by the
undersigned hereunto duly authorized.
SCANA Corporation
By: /s/ H. Thomas Arthur
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Name: H. Thomas Arthur
Title: Senior Vice President and
General Counsel
Dated: February 18, 2000
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[SCANA Corporation Letterhead]
February 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SCANA Corporation (File No. 70-09521)
Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of the
Application/Declaration on Form U-1 (File 70-09521) (the "Application") of SCANA
Corporation (the "Company") under the Public Utility Holding Company Act of
1935, as amended (the "Act"). The Application requested that the Commission
issue an order authorizing the acquisition (the "Acquisition") by the Company of
all of the issued and outstanding shares of common stock of Public Service
Company of North Carolina, Incorporated ("PSNC"), which, among other things,
operates a gas utility company (as defined in section 2(a)(4) of the Act) in the
State of North Carolina. The Commission issued an order on February 9, 2000
approving the Acquisition (HCAR No. 35-27133). I am senior vice-president and
general counsel to the Company and have acted as counsel to the Company in
connection with the filing of the Application.
In connection with this opinion, I have examined originals or copies
certified or otherwise identified to my satisfaction of such corporate records
of the Company and PSNC, certificates of public officials, certificates of
officers and representatives of the Company and PSNC, and other documents as I
have deemed necessary in order to render the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity to
the original
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Securities and Exchange Commission
February 18, 2000
Page 2
documents of all documents submitted to us as copies. As to any facts material
to my opinion, I have, when relevant facts were not independently established,
relied upon the aforesaid agreements, instruments, certificates and documents.
The opinions expressed below with respect to the Acquisition described in
the Application are subject to the following further assumptions and conditions:
a. The Acquisition has been duly authorized and approved, to the extent
required by the governing corporate documents and applicable state laws, by the
Board of Directors of the Company and PSNC and the shareholders of PSNC.
b. All required approvals, authorizations, consents, certificates, rulings
and orders of, and all filings and registrations with, all applicable federal
and state commissions and regulatory authorities with respect to the Acquisition
have been obtained or made, as the case may be, and have become final and
unconditional in all respects and have remained in effect (including the
approval and authorization of the Commission under the Act) and the Acquisition
has been accomplished in accordance with all such approvals, authorizations,
consents, certificates, orders, filings and registrations.
c. The Commission has duly entered an appropriate order with respect to the
Acquisition as described in the Application granting and permitting the
Application to become effective under the Act and the rules and regulations
thereunder.
d. The registration statement (no. 333-78227) filed with the Commission on
May 11, 1999 with respect to the shares of Company common stock to be issued in
connection with the Acquisition and declared effective by the Commission on May
12, 1999, remains effective pursuant to the Securities Act of 1933, as amended;
no stop order has been entered with respect thereto; and the issuance of shares
of Company common stock in connection with the Acquisition has been consummated
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
e. The solicitation of proxies from the shareholders of PSNC with respect
to the Acquisition was conducted in accordance with the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder.
f. The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations thereunder
has expired.
g. The appropriate articles of merger has been duly and validly filed with
the Secretary of State of the State of South Carolina, and such other corporate
formalities as are required by the laws of the State of South Carolina for the
consummation of the Acquisition have
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Securities and Exchange Commission
February 18, 2000
Page 3
been taken; and such mergers has become effective in accordance with the laws of
the State of South Carolina.
h. The parties have obtained all consents, waivers and releases, if any,
required for the Acquisition under all applicable governing corporate documents,
contracts, agreements, debt instruments, indentures, franchises, licenses and
permits.
Based on the foregoing, and subject to the assumptions and conditions set
forth herein, I am of the opinion that:
1. All state laws applicable to the proposed Acquisition have been complied
with; however, we express no opinion as to the need to comply with state blue
sky laws.
2. The Company is a corporation validly organized, duly existing and in
good standing in the State of South Carolina. Public Service Company of North
Carolina, Incorporated, formerly New Sub II, Inc., is a corporation validly
organized, duly existing and in good standing in the State of South Carolina.
3. The shares of Company common stock issued in connection with the
Acquisition have been validly issued, fully paid and nonassessable, and the
holders thereof are entitled to the rights and privileges appertaining thereto
set forth in the restated Articles of Incorporation of the Company.
4. The Company has legally acquired the shares of common stock of PSNC.
5. The consummation of the Acquisition did not violate the legal rights of
the holders of any securities issued by the Company.
I am a member of the State Bar of South Carolina and do not purport to be
an expert on, nor do I opine as to the laws of any jurisdiction other than the
State of South Carolina and the federal laws of the United States of America.
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
By: /s/ H. Thomas Arthur
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H. Thomas Arthur
Senior Vice President and
General Counsel
