SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): February 10, 2000
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
NORTH CAROLINA 1-11429 56-0233140
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
400 COX ROAD, P.O. BOX 1398,
GASTONIA, NORTH CAROLINA 28053-1398
(Address of Principal Executive Offices) (Zip Code)
(704) 864-6731
Registrant's Telephone Number
Including Area Code
N/A
Former Name or Former Address, if Changed Since Last Report
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Item 5. Other Events
On February 10, 2000, PSNC merged with and into New Sub II, Inc., a
South Carolina corporation and a subsidiary of SCANA Corporation. Immediately
after the merger, the name of New Sub II, Inc. was changed to Public Service
Company of North Carolina, Inc. PSNC will be operated as a wholly owned
subsidiary of SCANA with its headquarters remaining in Gastona, North Carolina.
SCANA Corporation issued the press release announcing the completion of the
merger attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99 SCANA Corporation's press release dated February 10, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Public Service Company of
North Carolina, Incorporated
Date: February 15, 2000 By: /s/ Jack G. Mason
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Name: Jack G. Mason
Title: Vice President - Finance
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EXHIBIT INDEX
Exhibit Description
99 SCANA Corporation's press release dated February 10, 2000
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EX-99
Press Release
SCANA & Public Service Company of North Carolina Complete Merger Today
COLUMBIA, S.C., February 10, 2000 --- SCANA Corporation (NYSE: SCG) announced
today that it has completed its merger with Public Service Company of North
Carolina, Inc. (NYSE: PGS). Today's close of the merger transaction is the last
step in a 12-month process that included approvals from both companies'
shareholders, state and federal regulators.
"We're extremely pleased that we were able to complete the merger in less than a
year," said SCANA Chairman and CEO William B.Timmerman. "This combination brings
together two companies known for efficient operations and excellent customer
service. We are very excited about the benefits that will accrue to our combined
customers, shareholders and employees."
Timmerman noted that the initial steps in the integration of the two companies
are going very well, crediting the success of that process to the untiring
efforts by employees of both companies and to shared values that are focused on
creating superior shareholder value while providing the highest quality customer
service at the lowest possible cost. He also praised state and federal
regulators for recognizing the value of the merger for customers and
shareholders. The combined company will serve 525,000 electric customers in
South Carolina and over one million natural gas customers in South Carolina,
North Carolina and Georgia.
"We look forward to working with our new partners at PSNC to implement our
long-term strategic mission of creating a premier energy and telecommunications
services company in the Southeast," said Timmerman.
PSNC will be operated as a wholly owned subsidiary of SCANA, with its
headquarters remaining in Gastonia, North Carolina. Charles E. Zeigler, Jr.,
chairman, president and CEO of PSNC, will become a director of SCANA and
president and chief operating officer of the PSNC subsidiary, with
responsibility for all North Carolina operations. Current PSNC directors William
C. Burkhardt, president and chief executive officer of Austin Quality Foods,
Inc. of Cary, North Carolina, and G. Smedes York, president and treasurer of
York Properties, Inc. of Raleigh, North Carolina, have been selected to join
SCANA's board of directors.
"We are proud to join the SCANA family," said Zeigler. "Building on the
strengths and traditions of both companies, this combination will provide the
resources needed to serve the growing energy marketplace in North Carolina and
the Southeast. Despite the dramatic changes taking place in our industry today,
one thing that will not change is our strong commitment to the communities we
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serve, including expansion of natural gas services in fast-growing markets in
the north central, Piedmont and western areas of North Carolina."
Immediately following the close of the transaction, SCANA will become a
registered holding company under the Public Utility Holding Company Act of 1935.
As part of becoming a registered holding company, SCANA has formed a Service
Company subsidiary that will perform most administrative and strategic functions
for the Company and its subsidiaries.
Under terms of the merger agreement, PSNC shareholders will receive
consideration valued at $33 per share. On an election form submitted prior to
the election deadline (5:00 p.m., New York City time, on February 9, 2000), PSNC
shareholders elected whether to receive that consideration in cash, shares of
new SCANA common stock (based on an exchange ratio of 1.21 shares of SCANA
common stock per share of PSNC common stock), or a combination of both, in
exchange for their PSNC common stock, subject to certain limitations as
described in the merger agreement.
As a part of the merger agreement, SCANA shareholders could elect to exchange
each share of SCANA common stock held for $30 in cash, one share of new SCANA
common stock, or a combination of both, subject to certain limitations as
described in the merger agreement. Final calculations of cash and stock
allocations related to the elections of both SCANA and PSNC shareholders will be
available at a later date. Merger consideration in the form of checks or SCANA
common stock certificates will be mailed to shareholders of both companies no
later than February 25, 2000. Participants in SCANA's Investor Plus Plan will
receive updated account statements reflecting their merger consideration.
SCANA Corporation will retain its existing common stock trading symbol (SCG) and
will have a new CUSIP number (80589M 10 2). The common stock of PSNC will no
longer be traded on the New York Stock Exchange.
Headquartered in Columbia, South Carolina, SCANA Corporation is an energy- based
holding company whose businesses include regulated electric and natural gas
utility operations, telecommunications and other nonregulated energy- related
businesses. SCANA's subsidiaries serve 525,000 electric customers in South
Carolina and more than 675,000 natural gas customers in South Carolina and
Georgia. Information about SCANA Corporation and its businesses can be found on
the World Wide Web at http://www.scana.com .
Public Service Company of North Carolina, Inc., headquartered in Gastonia, North
Carolina, is a regulated public utility engaged primarily in transporting,
distributing and selling natural gas to approximately 355,000 customers in 95
cities and communities in the north central, Piedmont and western areas of North
Carolina. Through various subsidiaries, PSNC also participates in nonregulated
businesses such as natural gas brokering and supply services and the conversion
and fueling of natural gas vehicles. Information about PSNC can be found on the
World Wide Web at http://www.psnc.com .
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This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements include statements
regarding the intent, belief or current expectations of the Company and its
management. Although SCANA believes that its expectations are based on
reasonable assumptions, it can give no assurance that its goals will be
achieved. Investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
indicated by such forward-looking statements including, but not limited to, the
following important factors: (1) that the information is of a preliminary nature
and may be subject to further and/or continuing review and adjustment, (2)
changes in the utility regulatory environment, (3) changes in the economy in the
areas served by SCANA's subsidiaries, (4) the impact of competition from other
energy suppliers, (5) the management of the Company's operations, (6) growth
opportunities for the Company's regulated and diversified subsidiaries, (7) the
results of financing efforts, (8) changes in the Company's accounting policies,
(9) weather conditions in the areas served by the Company's utility
subsidiaries, (10) performance of the telecommunications companies in which the
Company has made significant investments, (11) inflation, (12) changes in
environmental regulations and (13) the other risks and uncertainties described
from time to time in the Company's periodic reports filed with the Securities
and Exchange Commission. The Company disclaims any obligation to update any
forward-looking statements.
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