Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SOUTH CAROLINA ELECTRIC & GAS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina 57-0248695
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1426 Main Street
Columbia, South Carolina 29201
(803) 748-3000
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
A. H. Gibbes
Senior Vice President and General Counsel
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
(803) 748-3101
(Name, address, including zip code, and
telephone number, including area code, of agent for
service)
With copies to:
John W. Currie, Esq. Robert G. Schuur, Esq.
McNair & Sanford, P. A. Reid & Priest LLP
1301 Gervais Street - 17th Floor 40 West 57th Street
Columbia, SC 29201 New York, NY 10019
(803) 799-9800 (212) 603-2000
Approximate date of commencement of proposed sale to the public:
After the effective date of the Registration Statement, as
determined by market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. ( )
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. (X)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price* fee
First Mortgage
Bonds $200,000,000 100% $200,000,000 $68,966
* Determined solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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PROSPECTUS
$200,000,000
SOUTH CAROLINA ELECTRIC & GAS COMPANY
First Mortgage Bonds
South Carolina Electric & Gas Company (the "Company") may offer and sell,
from time to time or at one time, up to $200,000,000 aggregate principal
amount of its First Mortgage Bonds (the "New Bonds"). The New Bonds may be
offered as one or more series, to be determined at the time of offering. Each
series of the New Bonds will be offered on terms to be determined by market
conditions at the time of offering. The aggregate principal amount, maturity,
interest rate (or method of calculating such rate), interest accrual date,
interest payment dates and related record dates, optional redemption and
sinking fund provisions, if any, authorized denominations, applicability of
provisions for book-entry transfers and payments, if any, offering price,
proceeds to the Company and other particular terms of each series of the New
Bonds and of their offering will be set forth in an accompanying Prospectus
Supplement or a supplement thereto with respect to such series (collectively
the "Prospectus Supplement").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The New Bonds may be sold directly or through agents, underwriters or
dealers designated from time to time. See "Plan of Distribution." If any
agents of the Company or any underwriters are involved in the sale of the New
Bonds in respect of which this Prospectus is being delivered, the names of
such agents or underwriters and any applicable discounts or commissions with
respect to such New Bonds will also be set forth in the Prospectus Supplement.
The date of this Prospectus is , 1995.
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IN CONNECTION WITH THIS OFFERING, ANY UNDERWRITER MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW
BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
AVAILABLE INFORMATION
South Carolina Electric & Gas Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Such reports and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street NW,
Washington, D. C. 20549, and at the Commission's Regional Offices at Seven
World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street NW, Washington, D. C. 20549, at prescribed
rates. All of the Company's issued and outstanding Common Stock, $4.50 par
value, is held, beneficially and of record, by SCANA Corporation ("SCANA").
The Company's 5% Series Cumulative Preferred Stock and SCANA's Common Stock,
without par value, are listed on the New York Stock Exchange (the "NYSE"), and
such reports, proxy material and other information concerning the Company and
SCANA may also be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1993 ("Form 10-K"), the Company's Quarterly Reports on Forms 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994, and the
Company's Current Reports on Forms 8-K filed January 13, 1994 and July 15,
1994, filed with the Commission by the Company pursuant to the Exchange Act
(File No. 1-3375), are incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering or offerings hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from
their respective date of filing. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents.
Written or telephone requests for such copies should be directed to H. John
Winn, III, Manager-Investor Relations and Shareholder Services, SCANA
Corporation, Columbia, South Carolina 29218, telephone number (803) 748-3240.
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THE COMPANY
The Company, a wholly-owned subsidiary of SCANA, is a regulated utility
engaged in the generation, transmission, distribution and sale of electricity
and in the purchase and sale at retail of natural gas in South Carolina. The
Company also renders urban bus service in the metropolitan areas of Columbia
and Charleston, South Carolina. The Company's electric service area covers
over 15,000 square miles and extends into 24 counties in central, southern and
southwestern portions of South Carolina. The service area for natural gas
encompasses all or part of 29 counties of the 46 counties in South Carolina.
The total population of the Company's combined electric and gas service area
is approximately 2.3 million. The Company is a South Carolina corporation
organized in 1924 and has its principal executive offices at 1426 Main Street,
Columbia, South Carolina 29201, telephone number (803) 748-3000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's historical ratio of earnings
to fixed charges for each of the periods presented:
Years Ended December 31,
1994 1993 1992 1991 1990
3.46 3.57 2.73 3.32 3.33
For purposes of this ratio, earnings represent net income plus income
taxes and fixed charges. Fixed charges represent interest charges and the
estimated interest portion of annual rentals.
USE OF PROCEEDS
The net proceeds from the sale of the New Bonds may be used for general
corporate purposes, including the financing of the Company's construction
program and the reduction of short-term indebtedness incurred for such
purposes and to refinance senior securities.
DESCRIPTION OF THE NEW BONDS
General
The New Bonds will be issued in one or more series as fully registered
bonds under an Indenture, dated as of April 1, 1993, between the Company and
NationsBank of Georgia, National Association, as trustee (the "Trustee"), as
it may be supplemented by one or more supplemental indentures relating to the
New Bonds (the "Mortgage"). The New Bonds and all other debt securities
hereafter issued under the Mortgage are collectively referred to herein as the
"Bonds." The summaries under this heading do not purport to be complete and
are subject to the detailed provisions of the Mortgage, a copy of which is
included as an exhibit to the Registration Statement of which this Prospectus
is a part. Capitalized terms used under this heading which are not otherwise
defined in this Prospectus have the meanings ascribed thereto in the Mortgage.
Whenever particular provisions of the Mortgage or terms defined therein are
referred to, such statements are qualified in their entirety by such
reference. References to article and section numbers herein, unless otherwise
indicated, are references to article and section numbers of the Mortgage.
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Reference is made to the Prospectus Supplement for a description (if
different from those set forth hereinafter under the captions "Payment of
Bonds; Transfers; Exchanges" and "Redemption") of the following terms of the
series of New Bonds in respect of which this Prospectus is being delivered:
(i) the title of such Bonds; (ii) the limit, if any, upon the aggregate
principal amount of such Bonds; (iii) the date or dates on which the principal
of such Bonds will be payable; (iv) the rate or rates at which such Bonds will
bear interest, if any (or the method or methods of calculating such rate or
rates); the date or dates from which such interest will accrue; the dates on
which such interest will be payable ("Interest Payment Dates"); the record
dates for the interest payable on such Interest Payment Dates; (v) the option,
if any, of the Company to redeem such Bonds and terms and conditions upon
which such Bonds may be redeemed; (vi) the obligation, if any, of the Company
to redeem or purchase such Bonds pursuant to any sinking fund or analogous
provisions or at the option of the Holder (hereinafter defined) and the terms
and conditions upon which such Bonds will be redeemed or purchased pursuant to
such obligation; (vii) the denominations in which such Bonds will be issuable;
(viii) whether such Bonds are to be subject in whole or in part to a book-
entry system of transfers and payments; and (ix) any other particular terms of
such Bonds and of their offering.
Payment of Bonds; Transfers; Exchanges
With respect to Book-Entry Bonds, as hereinafter defined, representing
beneficial interests in the New Bonds, reference is made to "Book-Entry
System" for a description of the rights of the owners of such beneficial
interests.
Except as may be provided in the Prospectus Supplement, interest, if any,
on each New Bond payable on each Interest Payment Date will be paid to the
person in whose name such New Bond shall be registered (the registered holder
of any Bond being hereinafter called a "Holder") as of the close of business
on the record date relating to such Interest Payment Date; provided, however,
that interest payable at maturity (whether at stated maturity, upon redemption
or otherwise, hereinafter "Maturity") will be paid to the person to whom
principal is paid. (Section 207)
Principal of, and premium, if any, and interest on, the New Bonds will be
payable at the office or agency of the Company in Atlanta, Georgia (currently,
the Trustee). The Prospectus Supplement identifies any other Place of Payment
and any other Paying Agent. The Company may change the place at which the New
Bonds will be payable, may appoint one or more additional Paying Agents
(including the Company) and may remove any Paying Agent, all at its
discretion. (Section 702)
Transfer of the New Bonds may be registered, and New Bonds may be
exchanged for other New Bonds of the same series, of authorized denominations
(which, unless otherwise stated in the Prospectus Supplement, will be $1,000
and any integral multiple thereof) and of like tenor and aggregate principal
amount, at the office or agency of the Company in Atlanta, Georgia (currently,
the Trustee). The Company may change the place for registration of transfer
of the New Bonds, may appoint one or more additional Security Registrars
(including the Company) and may remove any Security Registrar, all at its
discretion. The Prospectus Supplement identifies any additional place for
registration of transfer and any additional Security Registrar. Except as
otherwise provided in the Prospectus Supplement, no service charge will be
made for any transfer or exchange of the New Bonds, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of the New Bonds. (Sections 202 and 205)
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Redemption
Any terms for the optional or mandatory redemption of the New Bonds are
set forth in the Prospectus Supplement. Except as shall otherwise be provided
therein, the New Bonds will be redeemable only upon notice by mail not less
than 30 days prior to the date fixed for redemption, and, if less than all the
New Bonds of a series are to be redeemed, the particular New Bonds to be
redeemed will be selected by such method as shall be provided for any
particular series, or in the absence of any such provision, by such method as
the Security Registrar deems fair and appropriate. (Sections 903 and 904)
Any notice of redemption, at the option of the Company, may state that
such redemption shall be conditional upon receipt by the Trustee, on or prior
to the date fixed for such redemption, of money sufficient to pay the
principal of and premium, if any, and interest, if any, upon such redemption
and that, if such money has not been so received, such notice will be of no
force and effect and the Company will not be required to make such redemption.
(Section 904)
Security
General. The New Bonds, equally and ratably with all other Bonds issued
under the Mortgage, will be secured by (i) a like principal amount of non-
interest bearing first mortgage bonds (the "Class A Bonds") issued under the
Company's Indenture, dated as of January 1, 1945 (the "Class A Mortgage") to
Chemical Bank, successor to Central Hanover Bank and Trust Company, as trustee
(the "Class A Trustee"), and delivered to the Trustee under the Mortgage, and
(ii) the lien of the Mortgage on the Mortgaged Property (hereinafter defined),
which lien is junior to the lien of the Class A Mortgage. As discussed under
"The Class A Mortgage--Security," the Class A Mortgage constitutes, subject to
certain exceptions, a first mortgage lien on substantially all of the public
utility properties of the Company.
Following a merger or consolidation of another corporation into the
Company, the Company may, provided certain conditions set forth in the
Mortgage are satisfied, deliver to the Trustee bonds issued under an existing
mortgage on the properties of such other corporation in lieu of or in addition
to Class A Bonds. In such event, the Bonds would be secured, additionally, by
such bonds (which would become Class A Bonds) and by the lien of the Mortgage
on the properties of such other corporation, subject to such existing
mortgage, which lien would be junior to the liens of such existing mortgage
(which would become a Class A Mortgage) and the Class A Mortgage. (Section
1206)
When no Class A Bonds are outstanding under a Class A Mortgage except for
Class A Bonds held by the Trustee, then, at the request of the Company and
subject to the satisfaction of certain conditions, the Trustee will surrender
such Class A Bonds for cancellation and the related Class A Mortgage will be
satisfied and discharged. In such event, the lien of such Class A Mortgage on
the Company's property will cease to exist and the Mortgage will constitute,
subject to certain exceptions, a first mortgage lien on the Mortgaged
Property. (Section 1207)
Class A Bonds. The Class A Bonds will be registered in the name of the
Trustee and will be owned and held, subject to the provisions of the Mortgage,
for the benefit of the Holders of all of the Bonds Outstanding from time to
time. The Company will have no interest in the Class A Bonds designated as
the basis for authentication and delivery of Bonds. (Section 1201)
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The Trustee may not sell, assign or otherwise transfer any Class A Bonds
which have been designated as the basis for the authentication and delivery of
Bonds, except to a successor trustee. At the time any Bonds which have been
authenticated and delivered upon the basis of Class A Bonds shall cease to be
Outstanding, the Company may request the Trustee to surrender for cancellation
an equal principal amount of such Class A Bonds. (Sections 1203 and 1204)
Lien of the Mortgage. The properties subject to the lien of the Mortgage
(the "Mortgaged Property") are substantially all of the properties of the
Company used in the generation, purchase, transmission, distribution and sale
of electric energy, together with any other property which the Company may
hereafter elect to subject to such lien. The Mortgaged Property is also
subject to the prior first mortgage lien of the Class A Mortgage. Until such
time as the Class A Mortgage shall have been discharged, the New Bonds will
have the benefit of the lien of the Class A Mortgage on such Mortgaged
Property, to the extent of the aggregate principal amount of Class A Bonds
designated as the basis for the authentication and delivery of Bonds held by
the Trustee. (Granting Clauses and Article Twelve)
The lien of the Mortgage is also subject to liens on after-acquired
property existing at the time of acquisition and to Permitted Liens, which
include tax liens, mechanics', materialmen's and similar liens and certain
employees' liens, in each case, which are not delinquent and which are being
contested, certain judgment liens, easements, reservations and rights of
others (including governmental entities) in, and defects of title to, the
Mortgaged Property which do not materially impair its use by the Company,
certain leases and certain other liens and encumbrances. (Granting Clauses
and Section 101)
There are excepted from the lien of the Mortgage, among other things,
cash and securities not held under the Mortgage; contracts, leases and other
agreements, bills, notes and other instruments, receivables, claims, certain
intellectual property rights and other general intangibles; automotive and
similar vehicles, movable equipment, and railroad, marine and flight
equipment; all goods, stock in trade, wares and merchandise held for sale in
the ordinary course of business; fuel (including nuclear fuel assemblies),
materials, supplies and other personal property consumable in the operation of
the Company's business; portable equipment; furniture and furnishings;
computers, machinery and equipment used exclusively for corporate
administrative or clerical purposes; electric energy, gas and other products
generated, produced or purchased; substances mined, extracted or otherwise
separated from the land and all rights thereto, leasehold interests; and, with
certain exceptions, all property which is located outside of the State of
South Carolina or Columbia County, Georgia. (Granting Clauses)
The Mortgage contains provisions subjecting (with certain exceptions and
limitations and subject to the prior lien of the Class A Mortgage) after-
acquired electric utility property to the lien thereof. (Granting Clauses)
The Mortgage provides that the Trustee will have a lien, prior to the
lien on behalf of the holders of the Bonds, upon the Mortgaged Property, for
the payment of its compensation and expenses. (Section 1607)
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Issuance of Bonds
The maximum principal amount of Bonds which may be issued under the
Mortgage is unlimited. (Section 201) Bonds of any series may be issued from
time to time on the basis of, and in an aggregate principal amount not
exceeding: (i) the aggregate principal amount of Class A Bonds issued and
delivered to the Trustee and designated by the Company as the basis for such
issuance; (ii) 70% of the amount of Unfunded Net Property Additions
(generally, Property Additions (net of retirements) which are not subject to
the lien of the Class A Mortgage and which have not been made or deemed to
have been made the basis of the authentication and delivery of Bonds or used
for other purposes under the Mortgage); (iii) the aggregate principal amount
of retired Bonds; and (iv) cash deposited with the Trustee. (Sections 101 and
302 and Articles Four, Five and Six)
Property Additions, generally, include any Mortgaged Property which the
Company may elect to designate as such, except (with certain exceptions)
goodwill, going concern value rights, intangible property or any property the
cost of acquisition or construction of which is properly chargeable to an
operating expense account of the Company. (Section 104)
Since the Mortgaged Property is subject to the lien of the Class A
Mortgage, the Company will issue the New Bonds on the basis of Class A Bonds
and the amount of Bonds it may issue on such basis will be limited by the
amount of Class A Bonds which may be issued under the Class A Mortgage. See
"The Class A Mortgage - Issuance of Additional Bonds."
With certain exceptions in the case of Bonds issued pursuant to (i) and
(iii) above, the issuance of Bonds is subject to Adjusted Net Earnings of the
Company for 12 consecutive months within the preceding 18 months being at
least twice the Annual Interest Requirements on all Bonds at the time
outstanding, the Bonds then applied for and all outstanding Class A Bonds
other than Class A Bonds held by the Trustee under the Mortgage. (Sections
103, 301, 302 and 501)
Release of Property
Property may be released from the lien of the Mortgage either upon the
basis of an equal amount of Unfunded Net Property Additions or upon the basis
of the deposit of cash or a credit for Retired Securities and certain other
obligations. Property may also be released upon the basis of its release
under the Class A Mortgage. (Article Ten)
Withdrawal of Cash
Cash deposited as the basis for the issuance of Bonds and cash
representing payments in respect of Class A Bonds designated as the basis for
the issuance of Bonds may be withdrawn upon the basis of (i) Unfunded Net
Property Additions in an amount equal to ten-sevenths of such cash, (ii) an
equal amount of Retired Securities or (iii) an equal amount of Class A Bonds
not then designated as the basis for the issuance of Bonds or the withdrawal
of cash. (Sections 601 and 1202) Any other cash may (i) be withdrawn or (b)
upon the basis of (a) an equal amount of Unfunded Net Property Additions, or
(b) ten-sevenths of the amount of Retired Securities, or (ii) be applied to
(a) the purchase of Bonds (at prices not exceeding ten-sevenths of the
principal amount thereof) or (b) the redemption or payment at Stated Maturity
of Bonds. (Sections 601 and 1005)
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Modification of Mortgage
Except for modifications which will not have a material adverse effect
upon the interests of the Holders of the Bonds, the consent of the Holders of
not less than a majority in aggregate principal amount of the Outstanding
Bonds (or if only certain series would be affected, the Outstanding Bonds of
such series) is required for the purpose of amending the Mortgage; provided,
however, that no such amendment may, without the consent of the Holder of each
Outstanding Bond directly affected thereby, (i) change the Stated Maturity of
the principal of or interest on such Bond, or reduce the principal amount
thereof or the rate of interest thereon, or (ii) permit the creation of a lien
prior to the lien of the Mortgage on substantially all of the Mortgaged
Property or otherwise deprive such Holders of the security of the lien of the
Mortgage. (Section 1702)
Events of Default
Each of the following events constitutes an Event of Default under the
Mortgage: (i) failure to make payments of principal or premium within three
days, or interest within 60 days, after the same shall become due and payable;
(ii) failure to perform or breach of any other covenant or warranty for a
period of 90 days after notice; (iii) certain events involving insolvency,
receivership and bankruptcy; and (iv) the occurrence of a default under any
Class A Mortgage. (Section 1101)
If an Event of Default should occur and be continuing, the Trustee or the
Holders of not less than 25% in principal amount of the Bonds then Outstanding
may declare the principal amount of all of the Outstanding Bonds to be
immediately due and payable. At any time after such declaration of maturity,
but before the sale of any of the Mortgaged Property and before a judgment or
decree for payment of money shall have been obtained by the Trustee, the Event
of Default giving rise to such declaration of acceleration will be deemed to
have been waived, and such declaration and its consequences will be deemed to
have been rescinded and annulled, if the Company shall have cured such Event
of Default. (Sections 1102 and 1117)
The Holders of a majority in principal amount of the Outstanding Bonds
may direct the time, method and place of conducting any proceeding for the
enforcement of the Mortgage available to the Trustee or exercising any trust
or power conferred on the Trustee. No Holder of any Bond shall have any right
to institute any proceeding with respect to the Mortgage, or for the
appointment of a receiver or for any other remedy thereunder, unless (i) such
Holder shall previously have given to the Trustee written notice of an Event
of Default, (ii) the Holders of not less than a majority in principal amount
of Outstanding Bonds shall have tendered to the Trustee reasonable indemnity
against costs and liabilities and requested that the Trustee take action,
(iii) the Trustee shall have declined to take action and (iv) no inconsistent
direction shall have been given by the Holders of a majority in principal
amount of Outstanding Bonds; provided, however, that each Holder of a Bond
shall have the right to enforce payment of such Bond when due. (Sections 1111,
1112 and 1116)
In addition to the rights and remedies provided in the Mortgage, the
Trustee may exercise any right or remedy available to the Trustee in its
capacity as the owner and holder of Class A Bonds which arises as a result of
a default under the Class A Mortgage. (Section 1119)
Evidence of Compliance
The Trust Indenture Act requires that the Company give the Trustee, not
less often than annually, a brief statement as to the Company's compliance
with the conditions and covenants under the Mortgage. (Article Eight)
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Relationship with the Trustee
The Trustee is a subsidiary of NationsBank Corporation, a multistate bank
holding company. Several banking subsidiaries of the holding company have at
various times, pursuant to lines of credit, made loans to the Company in the
ordinary course of business. Such subsidiaries and investment banking
subsidiaries of the holding company have also rendered various types of
services to the Company, including serving as trustee under the
decommissioning trust for the Company's nuclear generating station.
Hugh M. Chapman, a director of the Company and its parent, SCANA
Corporation, is Chairman and an executive officer of the Trustee, an affiliate
of NationsBank Corporation.
The Class A Mortgage
General. The summaries under this heading do not purport to be complete and
are subject to the detailed provisions of the Class A Mortgage, a copy of
which is included as an exhibit to the Registration Statement of which this
Prospectus is a part. Capitalized terms used under this heading which are not
otherwise defined in this Prospectus shall have the meanings ascribed thereto
in the Class A Mortgage. Whenever particular provisions of the Class A
Mortgage or terms defined therein are referred to in this section, such
provisions or definitions are qualified in their entirety by such reference.
References to article and section numbers herein, unless otherwise indicated,
are references to article and section numbers of the Class A Mortgage.
Security. The Class A Bonds will be secured, equally and ratably with all
other bonds heretofore or hereafter issued under the Class A Mortgage, by a
direct lien (which is a first lien except as set forth below) on substantially
all of the Company's fixed property and franchises used or useful in its
public utility businesses (except cash, securities, contracts and accounts
receivable, materials and supplies, natural gas, oil, certain minerals and
mineral rights and certain other assets) now owned by the Company; subject,
however (i) to excepted encumbrances and (ii) to the fact that titles to
certain properties are subject to reservations and encumbrances such as are
customarily encountered in the public utility business and which do not
materially interfere with their use. The Class A Mortgage contains provisions
for the subjection (with certain exceptions and limitations) of after-acquired
property of the Company to the lien thereof. (Granting Clauses)
The Class A Mortgage prohibits the acquisition by the Company of property
subject to prior liens if, following such acquisition, prior lien bonds would
exceed 15% of the aggregate of outstanding bonds unless the principal amount
of indebtedness secured by such prior liens does not exceed 60% of the cost of
such property to the Company and unless, in certain cases, the net earnings of
such property meet certain tests. (Section 7.05)
The Class A Trustee has a lien, prior to the lien on behalf of the
holders of bonds, upon the property subject to the lien thereof for payment of
its reasonable compensation and expenses and for indemnification against
certain liabilities. (Section 16.10)
Issuance of Additional Bonds. The principal amount of bonds which may be
secured by the Class A Mortgage is limited to $1,500,000,000, but such
limitation may be increased by a supplemental indenture or indentures without
the consent of bondholders or stockholders. (Section 2.01 and Forty-ninth
Supplemental Section 1.04) Additional bonds may from time to time be issued
on the basis of (i) 60% of unfunded net property additions, (ii) deposit of
cash or (iii) retirement of bonds. With certain exceptions in the case of
(iii) above, the issuance of bonds is subject to the limit that net earnings
for 12 consecutive months out of the preceding 15 months be at least twice the
annual interest requirements on all bonds to be outstanding and all prior lien
bonds. Cash deposited with the Class A Trustee pursuant to (ii) above may be
withdrawn in an amount equal to the principal amount of bonds which the
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Company is then entitled to have authenticated and delivered or may be applied
to the purchase or redemption of bonds. (Section 1.03 and Articles IV, V and
VI) At December 31, 1994 unfunded net property additions were approximately
$499.8 million, sufficient to permit the issuance of approximately $299.9
million principal amount of bonds under the Class A Mortgage. No retirement
credits were available at December 31, 1994. The Class A Bonds which are to
be the basis of the issuance of Bonds will be issued on the basis of unfunded
net property additions.
Sinking Fund. The Company shall, on or before June 1 in each year, deposit
with the Class A Trustee as a "sinking fund requirement" an amount equal to 1%
of the aggregate principal amount of bonds (other than bonds authenticated on
the basis of retirements of other bonds and certain retired bonds). Payment
of the sinking fund requirement may be made in cash or bonds. After the
holders of all outstanding bonds of all series created prior to the 1997
Series bonds shall have consented thereto, or all such bonds shall have been
retired, the sinking fund requirement may also be satisfied by certifying to
the Class A Trustee unfunded net property additions in an amount equal to 166
2/3% of the portion of the sinking fund requirement being satisfied. Any cash
deposited may be applied to the purchase or redemption of bonds of any series
or may be withdrawn by the Company against deposit of bonds. (Section 2.12,
Second Supplemental Section 2, Third through Fifth, Seventh through Eleventh,
Thirteenth through Fifty-second Supplementals, Section 1.03 and Sixth and
Twelfth Supplementals Section 2.03)
Maintenance and Replacement Fund. The Company is required either (i) to make
expenditures on the mortgaged property for maintenance, renewals and
replacements, (ii) to certify to the Class A Trustee unfunded net property
additions or (iii) to deposit cash or bonds in amounts equal to the greater of
(a) 15% of "gross operating revenues derived by the Company" during such
period "from the mortgaged and pledged property" (other than certain property)
after deducting from such revenues the cost of electric energy, gas and steam
purchased for resale or (b) 4% of the principal amount of bonds outstanding,
computed cumulatively at the end of each year. To the extent that such
expenditures at any time exceed the greater of (a) or (b) above, cash or bonds
so deposited may be withdrawn and net property additions so certified may be
made available for other purposes of the Class A Mortgage. Cash so deposited
may be withdrawn as above described or against the certification of unfunded
net property additions or the deposit of bonds and, if in excess of certain
amounts and not so withdrawn within two years, shall, except in certain
circumstances, be used for the redemption or purchase of bonds having the
earliest date of maturity. (Sections 7.07 and 10.05)
Events of Default; Concerning the Trustee. The following events constitute
defaults under the Class A Mortgage: failure to make payments of principal
and interest; failure to make any sinking fund or purchase fund payment;
certain events involving insolvency, receivership and bankruptcy; and failure
to perform certain covenants or agreements. Certain of such events become
defaults only after the lapse of prescribed periods of time and/or notice from
the Trustee. (Section 11.01) The Company is required by the Trust Indenture
Act to furnish the Class A Trustee with periodic evidence as to the absence of
defaults and as to compliance with the terms of the Class A Mortgage.
The Class A Mortgage provides that, upon the occurrence of a default, the
Class A Trustee or the holders of not less than 20% in principal amount of
outstanding bonds may declare the principal of all outstanding bonds
immediately due and payable but that, upon the curing of any such default, the
holders of a majority in principal amount of outstanding bonds may rescind
such declaration and waive such default and its consequences. (Section 11.05)
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<PAGE>
The holders of a majority in principal amount of outstanding bonds may
direct the time, method and place of conducting any proceeding for the
enforcement of the Class A Mortgage. (Section 11.12) No holder of any bond
shall have any right to institute any proceeding with respect to the Class A
Mortgage unless (i) such holder shall previously have given to the Class A
Trustee written notice of a default, (ii) the holders of not less than 20% in
principal amount of outstanding bonds shall have tendered to the Class A
Trustee indemnity against costs and liabilities and requested the Class A
Trustee to take action, (iii) the Class A Trustee shall have declined to take
action and (iv) no inconsistent direction shall have been given by the holders
of a majority in principal amount of outstanding bonds; provided, however,
that each holder of a Bond shall have the right to enforce payment of such
Bond when due. (Section 11.14)
Miscellaneous. Property subject to the lien of the Class A Mortgage may
(subject to certain exceptions and limitations contained therein) be released
only upon the substitution of cash, divisional bonds, bonds authenticated
under the Class A Mortgage or certain other property. (Article X) Section
2.01 of the Fifty-second Supplemental Indenture provides that, at the earlier
of (i) such date as no bonds created prior to the bonds of the 10 1/2% Series
due May 1, 1990 shall remain outstanding or (ii) such date as the holders of
all then outstanding bonds created prior to such bonds of the 10 1/2% Series
due May 1, 1990 shall have consented thereto, Article XVII of the Class A
Mortgage shall be amended so as to permit amendments of the Class A Mortgage
with the consent of the holders of 66 2/3% in principal amount of bonds then
outstanding. No further consent from the holders of such 10 1/2% Series due
May 1, 1990 or of any other series thereafter created will be required.
Similar provisions are contained in Section 2.01 of the Twenty-third through
Fifty-first Supplemental Indentures and are expected to be contained in all
subsequent supplemental indentures.
Amendment of the Class A Mortgage
The Mortgage provides that, if the holders of the Class A Bonds should be
requested to do so, the Trustee, as such a holder, will vote to amend the
Class A Mortgage to conform certain of its provisions to those of the
Mortgage, including (i) the elimination of the maintenance and replacement
fund and the sinking fund and the utilization of unfunded net property
additions previously applied in satisfaction thereof as a basis for the
issuance of bonds; (ii) the issuance of bonds in a principal amount equal to
70% of unfunded net property additions instead of 60%; and (iii) the
conformance of the interest coverage requirements for the issuance of bonds to
those of the Mortgage.
With respect to any other amendments to the Class A Mortgage, the Trustee
will vote proportionately with what it reasonably believes will be the vote of
the holders of all other Class A Bonds; provided, however, that the Trustee
will not so vote in favor of any such other amendment which, if it were an
amendment of the Mortgage, would require the consent of Holders of the Bonds
as described under "Modification of Mortgage," without the prior consent of
Holders of Bonds which would be required for such an amendment or modification
of the Mortgage. (Article Twelve)
BOOK-ENTRY SYSTEM
If so provided in the Prospectus Supplement, except under the
circumstances described below, the New Bonds will be issued as one or more
global Bonds (each a "Global Bond"), each of which will represent beneficial
interests in the New Bonds (each such beneficial interest in a Global Bond
being called a "Book-Entry Bond"), and such Global Bonds will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York
("DTC"), or such other depository as may be subsequently designated (the
"Depository") relating to such New Bonds, and registered in the name of a
nominee of the Depository.
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<PAGE>
So long as the Depository, or its nominee, is the registered owner of a
Global Bond, such Depository or such nominee, as the case may be, will be
considered the owner of such Global Bond for all purposes under the Mortgage,
including notices and voting. Payments of principal of, and premium, if any,
and interest on, the Global Bond will be made to the Depository or its
nominee, as the case may be, as the registered owner of such Global Bond.
Except as set forth below, owners of beneficial interest in a Global Bond will
not be entitled to have any individual New Bonds registered in their names,
will not receive or be entitled to receive physical delivery of any New Bonds
and will not be considered the owners of New Bonds under the Mortgage.
Accordingly, each person holding a beneficial interest in a Global Bond must
rely on the procedures of the Depository and, if such person is not a Direct
Participant (hereinafter defined), on procedures of the Direct Participant
through which such person holds its interest, to exercise any of the rights of
the registered owners of the New Bonds.
The following information concerning DTC and DTC's book-entry system has
been obtained from sources that the Company believes to be reliable, but
neither the Company nor any underwriter takes any responsibility for the
accuracy thereof.
DTC will act as securities depository for the Global Bonds. The Global
Bonds will be issued as fully registered securities registered in the name of
CEDE & Co. (DTC's partnership nominee). One fully-registered New Bond
certificate will be issued for each issue of the New Bonds each in the
aggregate principal amount of such issue and will be deposited with DTC. If,
however, the aggregate principal amount of any issue exceeds $150 million, one
certificate will be issued with respect to each $150 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount of such issue.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities that its participants ("Participants") deposit with
DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations ("Direct
Participants"). DTC is owned by a number of its Direct Participants and by
the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Commission.
Purchases of the New Bonds under the DTC system must be made by or
through Direct Participants, which will receive a credit for the New Bonds on
DTC's records. The ownership interest of each actual purchaser of each New
Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written
confirmations from DTC of their purchases, but Beneficial Owners are expected
to receive written confirmations providing details of the transactions, as
well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners entered into the
transactions. Transfers of ownership interests in the New Bonds are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the New Bonds, except in the event
that use of the book-entry system for the New Bonds is discontinued.
14
<PAGE>
To facilitate subsequent transfers, all New Bonds deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
CEDE & Co. The deposit of New Bonds with DTC and their registration in the
name of CEDE & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the New Bonds; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
New Bonds are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
If the New Bonds are redeemable prior to the maturity date, redemption
notices shall be sent to CEDE & Co. If less than all of the New Bonds within
an issue are being redeemed, DTC's practice is to determine by lot the amount
of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor CEDE & Co. will consent or vote with respect to the New
Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Company
as soon as possible after the record date. The Omnibus Proxy assigns CEDE &
Co.'s consenting or voting rights to those Direct Participants to whose
accounts the New Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the New Bonds will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the date on which
interest is payable in accordance with their respective holdings shown on
DTC's records, unless DTC has reason to believe that it will not receive
payment on such payment date. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or
registered in "street name" and will be the responsibility of such Participant
and not of DTC, the Trustee or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to DTC is the responsibility of the Company and the
Trustee. Disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing services as securities depository with
respect to the New Bonds at any time by giving reasonable notice to the
Company and the Trustee. Under such circumstances, in the event that a
successor securities depository is not obtained, New Bonds in certificated
form are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
New Bonds in certificated form will be delivered.
Neither the Company nor the Trustee will have any responsibility or
obligation to the Depositary, any Participant in the book-entry system or any
Beneficial Owner with respect to (i) the accuracy of any records maintained by
the Depository or any participant; (ii) the payment by the Depository or any
participant of any amount due to any Beneficial Owner in respect of the
principal amount or purchase price or redemption price of, or interest on, any
Note; (iii) the delivery of any notice by the Depository or any participant;
(iv) the selection of the Beneficial Owners to receive payment in the event of
any partial redemption of the Notes; or (v) any other action taken by the
Depository or any Participant.
15
<PAGE>
PLAN OF DISTRIBUTION
The Company may offer the New Bonds in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to
a single purchaser; or (iii) through agents. Each Prospectus Supplement with
respect to New Bonds will set forth the terms of the offering of the New Bonds
covered thereby and the proceeds to the Company from the sale thereof, any
underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
If underwriters are utilized, the New Bonds being sold to them will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The New Bonds may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to the New Bonds being offered will be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is
used, the managing underwriter or underwriters will be set forth on the cover
page of such Prospectus Supplement. Any underwriting agreement will provide
that the obligations of the underwriters are subject to certain conditions
precedent, and that the underwriters will be obligated to purchase all of the
New Bonds to which such underwriting agreement relates if any are purchased.
The Company may agree to indemnify any underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Act").
The New Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer
or sale of the New Bonds in respect of which this Prospectus is being
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
EXPERTS
The statements made under "Description of the New Bonds," as to matters
of law and legal conclusions, have been prepared or reviewed by Asbury H.
Gibbes, Esq., and such statements are made upon the authority of such counsel
as an expert. Mr. Gibbes is a Senior Vice President and General Counsel and a
full-time employee of SCANA Corporation.
The consolidated financial statements and related financial statement
schedules incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1993 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference and has been so incorporated in reliance upon
the report of such firm, given upon their authority as experts in accounting
and auditing.
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<PAGE>
VALIDITY OF THE NEW BONDS
The validity of the New Bonds will be passed upon for the Company by
McNair & Sanford, P.A., of Columbia, South Carolina and by Asbury H. Gibbes,
Esq. of Columbia, South Carolina, and for any underwriters by Reid & Priest
LLP, of New York, New York. Reid & Priest LLP will rely as to all matters of
South Carolina law upon the opinion of Asbury H. Gibbes, Esq. Reid & Priest
LLP, from time to time, renders legal services to the Company.
At December 31, 1994, Asbury H. Gibbes, Esq., owned beneficially 4,399
shares of SCANA Corporation's Common Stock, including shares acquired by the
trustee under its Stock Purchase-Savings Program by use of contributions made
by Mr. Gibbes and earnings thereon and including shares purchased by such
trustee by use of SCANA contributions and earnings thereon.
17
<PAGE>
No dealer, salesman or other person has $200,000,000
been authorized to give any information or
to make any representations, other than
those contained in this Prospectus, in
connection with the offer contained herein, SOUTH CAROLINA
and, if given or made, such information ELECTRIC & GAS
and representations must not be relied COMPANY
upon as having been authorized by the
Company. Neither the delivery of this
Prospectus nor any sale made hereunder
shall, under any circumstances, create
the implication that there has been no
change in the affairs of the Company
since the date hereof or that the
information contained or incorporated
by reference herein is correct as of
any time subsequent to its date. This
Prospectus does not constitute an offer
to sell or a solicitation of an offer
to buy any of the New Bonds offered
hereby in any State to any person to
whom it is unlawful to make such offer First Mortgage Bonds
in such State.
Table of Contents
Page
Prospectus
Available Information............... 4
Incorporation of Certain
Documents by Reference............ 4
The Company......................... 5
Ratio of Earnings to Fixed Charges.. 5
Use of Proceeds..................... 5
Description of the New Bonds........ 5 Prospectus
Book Entry System................... 13
Plan of Distribution................ 16
Experts............................. 16 Dated , 1995
Validity of the New Bonds........... 17
18
<PAGE>
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee....... $ 68,966
Printing Registration Statement, Prospectus
Exhibits and Miscellaneous........................ 21,000#
Blue Sky and Legal fees............................. 131,000#
Rating Agency fees.................................. 31,000#
Trustee fees........................................ 21,000#
Accounting services................................. 21,000#
Miscellaneous....................................... 12,000#
Total.............................................. $305,966#
# Estimated
Item 15. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits, and the
Registrant's By-Laws require, indemnification of the Registrant's directors
and officers in a variety of circumstances, which may include indemnification
for liabilities under the Securities Act. Under Sections 33-8-510, 33-8-550
and 33-8-560 of the South Carolina Business Corporation Act of 1988, a South
Carolina corporation is authorized generally to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and
reasonably believed their conduct to be in the best interests of the
corporation and, in the case of criminal actions, had no reasonable cause to
believe that the conduct was unlawful. The Registrant's By-Laws require
indemnification of directors and officers with respect to expenses actually
and necessarily incurred by them in connection with the defense or settlement
of any action, suit or proceeding in which they are made parties by reason of
having been a director or officer, except in relation to matters as to which
they shall be adjudged to be liable for willful misconduct in the performance
of duty and to such matters as shall be settled by agreement predicated on the
existence of such liability. In addition, the Registrant carries insurance on
behalf of directors, officers, employees or agents that may cover liabilities
under the Securities Act.
Item 16. Exhibits
Exhibits required to be filed with this Registration Statement are listed
in the following Exhibit Index. Certain of such exhibits which have
heretofore been filed with the Securities and Exchange Commission and which
are designated by reference to their exhibit numbers in prior filings are
hereby incorporated herein by reference and made a part hereof.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3, except for the assignment of a
security rating pursuant to transactions requirement B-2 of Form S-3, which
requirement the Registrant reasonably believes will be met by the time of
sale, and has duly caused this registration statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Columbia, State of South Carolina, on March 3, 1995.
(REGISTRANT) South Carolina Electric & Gas Company
By: s/B. D. Kenyon
(Name & Title): B. D. Kenyon, President and Chief Operating
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of the Board,
Chief Executive Officer and Director
Date: March 3, 1995
(ii) Principal financial officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Executive Vice President, Chief
Financial Officer and Director
Date: March 3, 1995
(iii) Principal accounting officer:
By: s/J. E. Addison
(Name & Title) J. E. Addison, Vice President and Controller
Date: March 3, 1995
(iv) Other Directors:
* B. L. Amick; W. B. Bookhart, Jr.; H. M. Chapman; J. B. Edwards;
E. T. Freeman; B. A. Hagood; W. H. Hipp; F. C. McMaster; Henry Ponder;
J. B. Rhodes; E. C. Wall, Jr.
* Signed on behalf of each of these persons:
s/W. B. Timmerman
W. B. Timmerman
(Attorney-in-Fact)
Director who did not sign:
W. T. Cassels, Jr.
21
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
EXHIBIT INDEX Sequentially
Numbered
Number Pages
1. Underwriting Agreement
Form of Underwriting Agreement relating to the New Bonds
(Filed herewith).......................................... 25
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not Applicable
4. Instruments Defining the Rights of Security
Holders, Including Indentures
A. Indenture dated as of January 1, 1945, from
the South Carolina Power Company (the "Power
Company") to Central Hanover Bank and Trust
Company, as Trustee, as supplemented by three
Supplemental Indentures dated respectively as
of May 1, 1946, May 1, 1947 and July 1, 1949
(Exhibit 2-B to Registration No. 2-26459).............. #
B. Fourth Supplemental Indenture dated as of
April 1, 1950, to Indenture referred to in
Exhibit 4A, pursuant to which the Company
assumed said Indenture (Exhibit 2-C to
Registration No. 2-26459)..................,,.......... #
C. Fifth through Fifty-first Supplemental Indentures
to Indenture referred to in Exhibit 4A dated as
of the dates indicated below and filed as exhibits
to the Registration Statements and whose file numbers
numbers are set forth below:
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-Q to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No.2-40324
January 1, 1972 Exhibit 4-C to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
# Incorporated herein by reference as indicated.
22
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
Exhibit Index (Continued)
Sequentially
Numbered
Number Pages
4. (Continued)
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 4-C to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
D. Fifty-second Supplemental Indenture to Indenture referred
to in 4-A dated as of July 1, 1993 (Filed herewith)......... 44
E. Indenture dated as of April 1, 1993 from South Carolina
Electric & Gas Company to NationsBank of Georgia,
National Association (Filed as Exhibit 4-F to
Registration Statement No. 33-49421)........................ #
F. First Supplemental Indenture to Indenture referred to
in 4-E dated as of June 1, 1993 (Filed as Exhibit 4-G
to Registration Statement No. 33-49421)..................... #
G. Second Supplemental Indenture to Indenture referred to
in 4-E dated as of June 15, 1993 (Filed herewith)........... 66
5. Opinion Re Legality
Opinion of Asbury H. Gibbes, Esq. (Filed herewith)............. 75
8. Opinion Re Tax Matters
Not Applicable
12. Statement Re Computation of Ratios
(Filed herewith)............................................... 76
15. Letter Re Unaudited Interim Financial Information
Not Applicable
23. Consents of Experts and Counsel
A. Consent of Deloitte & Touche LLP (Filed herewith)........... 77
B. Consent of Asbury H. Gibbes, Esq. is contained in
his opinion filed as Exhibit 5.
# Incorporated herein by reference as indicated.
23
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Exhibit Index (Continued)
Sequentially
Numbered
Number Pages
24. Power of Attorney
(Filed herewith)......................................... 78
25. Statement of Eligibility of Trustee
Statement of eligibility of NationsBank of
Georgia, National Association, as Trustee
(Form T-1) (Filed herewith)............................ 79
26. Invitations for Competitive Bids
Not Applicable
27. Financial Data Schedule
Not Applicable
28. Additional Exhibits
Not Applicable
29. Information from Reports Furnished to State
Insurance Regulatory Authorities
Not Applicable
24
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
First Mortgage Bonds, % Series due
UNDERWRITING AGREEMENT
, 1995
Gentlemen:
The undersigned South Carolina Electric & Gas Company, a South
Carolina corporation (the "Company"), addresses you as the
representatives (the "Representatives") of each of the persons,
firms and corporations listed in Schedule A hereto (the
"Underwriters").
The term "Representatives" as used herein shall be deemed to
mean the firms and/or corporations addressed hereby. If there is
only one firm or corporation to which this Agreement (the
"Agreement") is addressed, such term shall be deemed to mean such
firm or corporation. If there are any Underwriters in addition to
yourselves, you represent that you have been authorized by each of
the Underwriters to enter into this Agreement on their behalf and
to act for them in the manner herein provided in all matters
relating to carrying out the provisions of this Agreement. If
there are no Underwriters other than yourselves, the term
"Underwriters" shall be deemed to mean the Representatives. All
obligations of the Underwriters hereunder are several and not
joint.
The Company hereby confirms its agreement with the several
Underwriters as follows:
1. Description of the Bonds. The Company has authorized the
issuance and sale of $ principal amount of its First
Mortgage Bonds, % Series due (the "Bonds"), to be
issued under and secured by (i) the Indenture, dated as of April 1,
1993 (the "Indenture"), made by the Company to NationsBank of
Georgia, National Association, as trustee (the "Trustee"), and (ii)
a Supplemental Indenture from the Company to the Trustee
(hereinafter called the "Supplemental Indenture"), dated as of June
15, 1993 (the Indenture as so supplemented being hereinafter
collectively referred to as the "Indenture as Supplemented"). The
Bonds are also entitled to the benefit of a like principal amount
of the Company's First and Refunding Mortgage Bonds (the "Class A
Bonds"), issued or to be issued under the Company's Indenture dated
as of January 1, 1945, as supplemented (the "Class A Mortgage"), to
Chemical Bank, successor to Central Hanover Bank and Trust Company,
as trustee, delivered to and held by the Trustee under the
Indenture as Supplemented. The Class A Mortgage constitutes,
subject to certain exceptions, a first mortgage lien on
substantially all of the public utility properties of the Company.
The Bonds shall be dated, shall mature, shall bear interest, shall
be payable and shall otherwise conform to the description thereof
to be contained in the Prospectus relating to the Bonds referred to
in Section 2(a) hereof and to the provisions of the Indenture as
Supplemented. No amendment to the Indenture as Supplemented is to
be made prior to the Closing Date hereinafter referred to unless
said amendment is first approved by you.
25
<PAGE>
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) A registration statement (File No. ) on Form S-
3 with respect to the Bonds, including a prospectus, has been
prepared by the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), and the rules
and regulations of the Securities and Exchange Commission (the
"Commission") under such Acts, and has been filed with and declared
effective by the Commission. Copies of such registration statement
and any amendments thereto heretofore filed (including all exhibits
except those incorporated therein by reference) have heretofore
been delivered to you. The Company will file with or mail for
filing to the Commission a supplemented prospectus relating to the
Bonds pursuant to Rule 424 under the Act. The registration
statement when it became effective and as it may be amended as of
the date of this Agreement is hereafter referred to as the
"Registration Statement" and such supplemented prospectus including
all documents incorporated therein by reference is hereafter
referred to as the "Prospectus." If the Company files any
documents pursuant to Sections 13 or 14 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") after the time the
Registration Statement became effective and prior to the
termination of the offering of the Bonds by the Underwriters, which
documents are deemed to be incorporated by reference in the
Prospectus, the term "Prospectus," unless the context otherwise
indicates or requires, shall refer to said Prospectus as
supplemented by the documents so filed from and after the time said
documents are filed with the Commission.
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects
to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference, when they
are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder, and will
not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make
the statements therein not misleading.
(c) When the Registration Statement became effective and at
all times subsequent thereto up to and at the Closing Date
(hereinafter defined), (i) the Registration Statement and
Prospectus and any post-effective amendments or supplements thereto
contained and will contain all statements and information which are
required to be stated therein by the Act, the Trust Indenture Act
and the rules and regulations of the Commission under such Acts,
and in all material respects, conformed and will conform to the
requirements thereof, and (ii) neither the Registration Statement
nor the Prospectus nor any post-effective amendment or supplement
thereto included or will include any untrue statement of a material
fact or omitted or will omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that the foregoing representations
and warranties shall not apply to information contained in or
omitted from the Registration Statement or Prospectus or any such
amendment or supplement thereto in reliance upon, and in conformity
with, written information furnished to the Company by you, or by
any Underwriter through you, specifically for use in the
preparation thereof, or to any information relating to the book-
entry system of payments and transfers of the Bonds or the
depository therefor set forth under the caption "Book-Entry System"
provided by the Depository Trust Company or to any statements in or
omissions from the Statement of Eligibility (Form T-1) of the
Trustee.
26
<PAGE>
(d) The financial statements of the Company incorporated by
reference in the Prospectus fairly present the financial condition
of the Company as of the dates indicated and the results of
operations and changes in financial position for the periods
therein specified; and said financial statements have been prepared
in accordance with generally accepted accounting principles,
applied on a consistent basis throughout the periods involved.
Deloitte & Touche LLP, who have audited certain of such financial
statements, as set forth in their report with respect to such
financial statements, are independent public accountants with
respect to the Company as required by the Act and the rules and
regulations of the Commission thereunder.
(e) The Company has been duly organized and is validly
existing and in good standing under the laws of the State of South
Carolina; the Company has the corporate power and authority to own
and operate the properties now owned by it and to carry on its
business as now being carried on by it, as described in the
Prospectus; and neither the character of properties owned or leased
by the Company nor the nature of the business transacted by it make
the licensing or qualification of the Company as a foreign
corporation necessary in any other state or jurisdiction.
(f) The Company does not own any shares of capital stock of
a "public utility company" or a "holding company" as such terms are
defined in the Public Utility Holding Company Act of 1935, as
amended, and is not a "holding company" or a "subsidiary" of a
"registered holding company" within the meaning of said Act. The
Company has no subsidiaries.
(g) The Bonds have been duly authorized and, when duly
executed, authenticated and issued as provided in the Indenture as
Supplemented and delivered pursuant to this Agreement, will
constitute valid and legally binding obligations of the Company
entitled to the security and benefits of the Indenture as
Supplemented, will be secured equally and ratably with all other
Bonds to be issued under the Indenture as Supplemented, and will
conform to the description thereof contained in the Prospectus.
The Indenture as Supplemented has been duly authorized, executed
and delivered by the Company and is a valid and legally binding
instrument in accordance with its terms. The Indenture as
Supplemented has been qualified under the Trust Indenture Act.
(h) The Indenture as Supplemented constitutes a legally
valid and directly enforceable mortgage lien (except to the extent
that enforcement of such lien may be limited by the effect of
certain laws and judicial decisions upon the remedies provided in
the Indenture as Supplemented, which, however, do not make the
remedies afforded inadequate for the practical realization of the
security and benefits provided by the Indenture as Supplemented,
and except as enforceability of such lien may be limited by
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and by
general equity principles) upon the respective properties subject
thereto (which properties constitute substantially all of the
electric utility properties of the Company) subject only to
Permitted Liens (as defined in the Indenture), the prior lien of
the Class A Mortgage and to minor defects and irregularities
customarily found in properties of like size and character which do
not materially impair the use of the property affected thereby in
the operations of the business of the Company, and the Indenture as
Supplemented conforms to the description thereof contained in the
Prospectus.
(i) Except as contemplated in the Prospectus, subsequent to
the respective dates as of which information is given in the
Registration Statement and the Prospectus, the Company has not
incurred any liabilities or obligations, direct or contingent, or
entered into any transactions,
27
<PAGE>
not in the ordinary course of business, which are material to the
Company and there has not been any material change in the capital
stock or long-term debt of the Company, or any material adverse
change, or any development which the Company has reasonable cause
to believe will involve a prospective material adverse change, in
the condition (financial or other), business, net worth or results
of operations of the Company.
(j) Except as set forth in the Prospectus, there is not
pending or, to the knowledge of the Company, threatened, any
action, suit or proceeding, to which the Company is a party, before
or by any court or governmental agency or body, which might result
in any material adverse change in the condition (financial or
other), business, net worth or results of operations of the Company
or might materially and adversely affect the properties or assets
thereof; and there are no contracts or documents of the Company
which are required to be filed as exhibits to the Registration
Statement by the Act or by the rules and regulations of the
Commission thereunder which have not been so filed.
(k) The Company holds good and marketable title in fee
simple, except as otherwise stated in the Prospectus, to all of the
real property referred to therein as being owned by it, free and
clear of all liens and encumbrances, except liens and encumbrances
referred to in the Prospectus (or reflected in the financial
statements included therein) and liens and encumbrances which are
not material in the aggregate and do not materially interfere with
the conduct of the business of the Company and the properties
referred to in the Prospectus as held under lease by the Company
are held by it under valid and enforceable leases with such
exceptions as do not materially interfere with the conduct of the
business of the Company.
(l) The Class A Bonds which heretofore or on the date
hereof have been issued or on the closing date shall have been
issued to the Trustee under the Indenture as Supplemented as the
basis for the issuance of the Bonds have been duly authorized,
executed, authenticated and delivered to the Trustee under the
Indenture as Supplemented, constitute valid and legally binding
obligations of the Company, entitled to the security and benefits
of the Class A Mortgage, and are equally and ratably issued with
all other bonds issued under the Class A Mortgage.
(m) The Class A Mortgage constitutes a legally valid and
directly enforceable first mortgage lien (except to the extent that
enforcement of such lien may be limited by the effect of certain
laws and judicial decisions upon the remedies provided in the Class
A Mortgage, which, however, do not make the remedies afforded
inadequate for the practical realization of the security and
benefits provided by the Class A Mortgage, and except as
enforceability of such lien may be limited by bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and by general equity
principles) upon the respective properties subject thereto (which
properties constitute substantially all of the utility properties
of the Company) subject only to excepted encumbrances (as defined
therein) and to minor defects and irregularities customarily found
in properties of like size and character, which do not materially
impair the use of the property affected thereby in the operation of
the business of the Company, and the Class A Mortgage conforms to
the description thereof contained in the Prospectus.
28
<PAGE>
(n) The performance of this Agreement and the consummation
of the transactions herein contemplated will not result in a breach
or violation of any of the terms and provisions of, or constitute
a default under, any statute, indenture, mortgage, deed of trust,
note agreement or other agreement or instrument to which the
Company is a party or by which it is bound or to which any of the
property of the Company is subject, the Company's Restated Articles
of Incorporation, as amended, or by-laws, or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties; no consent,
approval, authorization or order of any court or governmental
agency or body is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance or
sale of the Bonds by the Company hereunder, except such as may be
required under the Act, the Trust Indenture Act or state securities
laws and except for the approval of The Public Service Commission
of South Carolina which has been obtained or will be obtained prior
to the Closing Date and is or will be in full force and effect; and
the Company has full power and authority to authorize, issue and
sell the Bonds on the terms and conditions herein set forth.
3. Purchase, Sale and Delivery of the Bonds. On the basis of
representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the several Underwriters named in
Schedule A hereto, and each such Underwriter agrees, severally and
not jointly, to purchase from the Company at the purchase price set
forth in such Schedule A the principal amount of Bonds set forth
opposite the name of such Underwriter in such Schedule A.
The Bonds will be delivered by the Company to you (1) for the
accounts of the several Underwriters at the office of Reid & Priest
LLP, 40 West 57th Street, New York, New York, against payment of
the purchase price therefor by certified or official bank check
payable in New York Clearing House (next day) funds at 10:00 A.M.,
New York City Time, on (or, if the New York and
American Stock Exchanges and commercial banks in The City of New
York are not open on such day, the next day on which such exchanges
and banks are open), or at such other time not later than eight
full business days thereafter as you and the Company determine,
such time being herein referred to as the "Closing Date."
It is understood that you, individually and not as
Representatives of the Underwriters, may (but shall not be
obligated to) make payment to the Company, on behalf of any
Underwriter or Underwriters, for the Bonds to be purchased by such
Underwriter or Underwriters. Any such payment by you shall not
relieve any such Underwriter or Underwriters of any of its or their
obligations hereunder.
(1) To be revised if bonds are to be deposited with DTC pursuant to
a book-entry system of payments and transfers.
4. Covenants. The Company covenants and agrees with each
Underwriter that:
(a) The Company will file no amendment to the Registration
Statement, and prior to the completion of the offering of the Bonds
make no supplement to the Prospectus, including the initial
supplement to the Prospectus which is filed pursuant to Rule 424
under the Act referred to in Section 2(a) hereof, of which you have
not been advised and furnished with a copy or to which you have
promptly and reasonably objected; it will notify you, promptly
after it shall receive notice thereof, of the time when any post-
effective amendment to the Registration Statement has become
effective or any supplement to the Prospectus has been filed; it
will notify you promptly of any request by the Commission for the
amending or supplementing of the Registration Statement or
Prospectus or for additional information; it will prepare and file
29
<PAGE>
with the Commission, promptly upon your request, any amendments or
supplements to the Registration Statement or Prospectus which, in
your opinion, may be necessary or advisable in connection with the
distribution of the Bonds by the Underwriters; it will file
promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission
pursuant to the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus is
required in connection with the offering or sale of the Bonds; and
it will furnish to you at or prior to the filing thereof a copy of
any document which upon filing is deemed to be incorporated by
reference in the Prospectus.
(b) The Company will advise you, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement of or any proceeding for that purpose having
been instituted or threatened by the Commission; and it will
promptly use its best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order should be
issued.
(c) Within the time during which a prospectus relating to
the Bonds is required to be delivered under the Act, the Company
will comply as far as it is able with all requirements imposed upon
it by the Act, as now and hereafter amended, and by the rules and
regulations of the Commission thereunder, as from time to time in
force, so far as necessary to permit the continuance of sales of or
dealings in the Bonds as contemplated by the provisions hereof and
the Prospectus. If during such period any event occurs as a result
of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the
light of the circumstances then existing, not misleading, or if
during such period it is necessary to amend or supplement the
Prospectus to comply with the Act or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order
to comply with the Act or the Exchange Act, the Company will
promptly notify you and, if such event occurs within nine months
after the date hereof, the Company will at its own cost and expense
amend or supplement the Prospectus in order to correct such
statement or omission and in order that the Prospectus as so
amended or supplemented will comply with the requirements of
Section 10(a)(1) of the Act or file such document to effect such
compliance. In case any Underwriter is required to deliver a
Prospectus relating to the Bonds at any time nine months or more
after the date hereof, the Company will, at the expense of the
Underwriter requesting the same, prepare promptly such prospectus
or prospectuses and thereafter amend or supplement the same as may
be necessary to permit compliance with the requirements of Section
10(a)(3) of the Act.
(d) The Company will use its best efforts to qualify the
Bonds for sale under the securities laws of such jurisdictions as
you reasonably designate and to continue such qualifications in
effect so long as required for the distribution of the Bonds,
except that the Company shall not be required in connection
therewith to qualify as a foreign corporation or to execute a
general consent to service of process in any state. The Company
will also arrange for the determination of the Bonds' eligibility
for investment under the laws of such jurisdictions as you
reasonably request.
(e) The Company has furnished or will furnish to the
Underwriters, as soon as available, copies of the Registration
Statement ( of which will be signed and will include all
exhibits except those incorporated by reference), the Prospectus
(including all documents incorporated by reference therein but
excluding exhibits to such documents), and all amendments and
supplements to such documents, including any prospectus prepared to
permit compliance with Section 10(a)(3) of the Act, all in such
quantities as you may from time to time reasonably request.
30
<PAGE>
(f) The Company will make generally available to its
security holders as soon as practicable, but in any event not later
than 15 months after the end of the Company's current fiscal
quarter, an earning statement (which need not be audited) covering
a twelve-month period beginning after the effective date of the
Registration Statement which shall satisfy the provisions of
Section 11(a) of the Act.
(g) So long as any of the Bonds are outstanding, the
Company agrees to furnish to you, and, upon request, to each of the
other Underwriters, (i) as soon as they are available, copies of
all the reports (financial or other) and any definitive proxy
statements mailed to security holders or filed with the Commission
and (ii) from time to time such other information concerning the
business and financial condition of the Company as you may
reasonably request.
(h) The Company, whether or not the transactions
contemplated hereunder are consummated or this Agreement is
prevented from becoming effective or is terminated under the
provisions of Section 9 hereof, will pay all costs and expenses
incident to the performance of the obligations of the Company
hereunder, including, without limitation, the fees and expenses of
the Company's accountants and counsel for the Company, all costs
incident to the preparation, printing and filing under the Act of
the Registration Statement, the Prospectus and all amendments and
supplements thereto, any fees charged by any investment rating
agencies for rating the Bonds, all fees and disbursements incurred
by the Company and by the Underwriters in connection with the
qualification of the Bonds under the laws of various jurisdictions
as provided in Section 4(d) hereof and the determination of their
eligibility for investment under the laws of various jurisdictions
(including the cost of furnishing to the Underwriters memoranda
relating thereto and the reasonable fees and disbursements of
counsel for the Underwriters in connection therewith), the cost of
furnishing to the Underwriters copies of the Registration
Statement, the Prospectus and each amendment and supplement
thereto, in such numbers as you may reasonably request, the cost of
printing this Agreement, the costs and charges of the Trustee and
of any depository in connection with a book-entry system of
payments and transfers, and the cost of preparing the Bonds. If
the sale of the Bonds provided for herein is not consummated by
reason of any failure, refusal or inability on the part of the
Company to perform any agreement on its part to be performed, or
because any other condition of the Underwriters' obligation
hereunder required to be fulfilled by the Company is not fulfilled,
the Company will reimburse the several Underwriters for all
reasonable out-of-pocket disbursements (including fees and
disbursements of counsel) incurred by the Underwriters in
connection with their investigation, preparing to market and
marketing the Bonds or in contemplation of performing their
obligations hereunder. The Company shall not in any event be
liable to any of the Underwriters for loss of anticipated profits
from the transactions covered by this Agreement.
(i) The Company will apply the net proceeds from the sale
of the Bonds to be sold by it hereunder for the purposes set forth
under "Use of Proceeds" in the Prospectus.
(j) The Company will not for a period of 30 days after the
commencement of the public offering of the Bonds, without the prior
written consent of the Representatives, sell, contract to sell or
otherwise dispose of any other of its First Mortgage Bonds.
5. Conditions of Underwriters' Obligations. The obligations
of the several Underwriters to purchase and pay for the Bonds, as
provided herein, shall be subject to the accuracy, as of the date
hereof and the Closing Date (as if made on the Closing Date), of
the representations and warranties of the Company herein, to the
performance by the Company of its obligations hereunder, and to the
following additional conditions:
31
<PAGE>
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been instituted or, to the knowledge of the
Company or any Underwriter, threatened by the Commission; and any
request of the Commission for additional information (to be
included in the Registration Statement or the Prospectus or
otherwise) shall have been complied with to your satisfaction.
(b) No Underwriter shall have advised the Company that the
Registration Statement or Prospectus, or any amendment or
supplement thereto, contains an untrue statement of fact which in
your opinion is material or omits to state a fact which in your
opinion is material and is required to be stated therein or is
necessary to make the statements therein not misleading.
(c) Except as contemplated in the Prospectus, subsequent to
the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall not have
been any change in the capital stock or long-term debt of the
Company or any adverse change, or any development involving a
prospective adverse change, in the condition (financial or other),
business, net worth or results of operations of the Company which,
in your judgment, makes it impractical or inadvisable to offer or
deliver the Bonds on the terms and in the manner contemplated in
the Prospectus.
(d) On the Closing Date, you shall have received the
opinion of McNair and Sanford, P.A., counsel for the Company, dated
the Closing Date, to the effect that:
(i) The Company is validly existing as a corporation
in good standing under the laws of the State of South Carolina and
is empowered by its Restated Articles of Incorporation, as amended,
to own and operate the properties now owned and proposed to be
owned by it and to carry on its business as now carried on and
proposed to be carried on as described in the Prospectus.
(ii) Each of the Indenture as Supplemented and the
Class A Mortgage has been duly authorized, executed and delivered
by the Company and constitutes a valid and legally binding
instrument enforceable against the Company in accordance with its
terms and the Indenture as Supplemented has been qualified under
the Trust Indenture Act.
(iii) The Class A Bonds which heretofore or on the date
hereof have been issued to the Trustee under the Indenture as
Supplemented as the basis for the issuance of the Bonds have been
duly authorized by all necessary corporate action, have been duly
executed, authenticated, issued and delivered and constitute valid
and legally binding obligations of the Company enforceable against
the Company in accordance with their terms and the terms of the
Class A Mortgage, are entitled to the security and benefits of the
Class A Mortgage and are secured equally and ratably with all other
bonds issued under the Class A Mortgage.
(iv) The Bonds have been duly authorized by all
necessary corporate action, have been duly executed, authenticated,
issued and delivered and constitute valid and legally binding
obligations of the Company enforceable against the Company in
accordance with their terms and the terms of the Indenture as
Supplemented, are entitled to the security and benefits of the
Indenture as Supplemented and are secured equally and ratably with
all other bonds issued under the Indenture as Supplemented.
(v) This Agreement has been duly authorized, executed
and delivered by the Company.
(vi) The Indenture as Supplemented, the Bonds and the
Class A Mortgage conform in all material respects to the statements
concerning them in the Prospectus.
32
<PAGE>
(vii) The documents incorporated by reference in the
Prospectus (other than the financial statements and other financial
or statistical data contained therein, as to which such counsel
need express no opinion), when they were filed with the Commission
complied as to form in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission
thereunder; and, based upon such counsel's participation in
conferences with representatives of the Company and its accountants
and participation in certain prior financings of the Company, they
have no reason to believe that any of such documents, when they
were so filed, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made when such documents were so filed, not misleading.
(viii) The Registration Statement has become effective
under the Act, and, to the best of the knowledge of such counsel,
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Act, and,
based upon such counsel's participation in conferences with
representatives of the Company and its accountants and
participation in certain prior financings of the Company, they do
not believe that on the date hereof or the Closing Date either the
Registration Statement or the Prospectus (or the Registration
Statement or Prospectus as amended or supplemented by any amendment
or further supplement thereto made by the Company prior to the
Closing Date) contained or contains any untrue statement of a
material fact or omitted or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, and, in their opinion, the Registration
Statement and the Prospectus, as of the date hereof (or the
Registration Statement or Prospectus as amended or supplemented by
any amendment or further supplement thereto made by the Company
prior to the Closing Date), appear on their face to be
appropriately responsive in all material respects to the
requirements of the Act, the Trust Indenture Act and the rules and
regulations of the Commission under such acts (except that no
opinion need be expressed as to financial statements and other
financial or statistical data contained or incorporated by
reference in the Registration Statement or to any information
relating to the book-entry system of payments and transfers of the
Bonds or the depository therefor set forth under the caption "Book-
Entry System" provided by the Depository Trust Company or as to the
Trustee's Statement of Eligibility on Form T-1).
In rendering said opinion, (i) counsel may rely upon the
opinion of Asbury H. Gibbes, Esquire, delivered pursuant to
paragraph (e), with respect to matters of title, property
descriptions, recording fees and taxes and the filing, recordation
and liens of the Indenture as Supplemented and the Class A
Mortgage; (ii) counsel may state that the enforceability of the
Class A Mortgage, the Class A Bonds, the Indenture as Supplemented
and the Bonds is subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the rights of
creditors generally and general principles of equity; and (iii)
counsel may state that although certain provisions of the Class A
Mortgage and the Indenture as Supplemented may not be enforceable
in whole or in part, the inclusion of such provisions does not
affect the validity of the Class A Mortgage or Indenture as
Supplemented, which contain adequate provisions for the practical
realization of the benefits and security provided therefor.
(e) On the Closing Date, you shall have received the
opinion of Asbury H. Gibbes, Esquire, General Counsel of SCANA
Corporation, dated the Closing Date, covering the matters set forth
in clauses (i) to (viii), inclusive, of paragraph (d) of this
Section and such other matters incident to the transactions
contemplated hereby as you may reasonably request, and also to the
effect that (subject to such exceptions specified in such opinion
with respect to the matters referred to in clauses (i), (ii),
(iii), (iv) and (v) of this paragraph (e) as such counsel may deem
appropriate, which exceptions in the opinion of the counsel
rendering such opinion do not materially
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<PAGE>
interfere with the maintenance and operation by the Company of the
properties now owned by it or with the conduct by the Company of
the business now carried on by it), and in rendering the opinion
set forth in clause (i) of paragraph (d) counsel shall also state
that neither the character of property owned or leased by the
Company nor the nature of the business transacted by it make the
licensing or qualifications of the Company as a foreign corporation
necessary in any other state or jurisdiction:
(i) The Company has fee title to all the real property
(except (i) rights-of-way, water rights and flowage rights, (ii)
that electric transmission and electric and gas distribution lines
are constructed principally on rights-of-way which are maintained
under or held by easement and (iii) that the fee ownership of the
lands upon which the Company's Stevens Creek dam is situated may
extend only to the abutment sites on each side of the Savannah
River) and has good and valid title to all of the personal property
described or referred to in each of the Class A Mortgage and the
Indenture as Supplemented as owned by it (except property
heretofore released from the liens thereof or retired in accordance
with the provisions thereof), subject to no liens or encumbrances
other than (a) excepted encumbrances and Permitted Liens, (b) the
lien of the Class A Mortgage, (c) the lien of the Indenture as
Supplemented and (d) the fact that titles to certain properties are
subject to reservations and encumbrances such as are customarily
encountered in the public utility business and which do not
materially interfere with their use, and the descriptions of and
references to such real and personal property contained in each of
the Class A Mortgage and the Indenture as Supplemented are adequate
for the purposes thereof. No notice has been given to the Company
by any governmental authority of any proceeding to condemn,
purchase or otherwise acquire any of the properties of the Company
and, so far as such counsel knows, no such proceeding is
contemplated.
(ii) The Indenture as Supplemented has been duly filed
for recording and recorded, and constitutes a legally valid and
direct enforceable mortgage lien upon the respective properties
presently subject thereto subject only to Permitted Liens and the
prior lien of the Class A Mortgage.
(iii) The Class A Mortgage has been duly filed for
recording and recorded and constitutes a valid direct first
mortgage lien on the respective properties presently subject
thereto subject only to excepted encumbrances.
(iv) Except as set forth in "Security - Lien of the
Mortgage" and "The Class A Mortgage - Security" under "Description
of the New Bonds" in the Prospectus, substantially all fixed
electric utility properties used or useful in its electric utility
business (other than those of the character not subject to the lien
of the Indenture as Supplemented as aforesaid and properties
heretofore released from the lien thereof or retired in accordance
with the provisions thereof) acquired by the Company after the date
of the Indenture, and substantially all fixed properties and
franchises used or useful in its public utility businesses (other
than those of the character not subject to the lien of the Class A
Mortgage as aforesaid and properties heretofore released from the
lien thereof or retired in accordance with the provisions thereof)
acquired by the Company after the date of the Class A Mortgage have
become subject to the respective liens thereof, subject, however,
to excepted encumbrances or Permitted Liens, as the case may be,
the lien of the Class A Mortgage in the case of the Indenture as
Supplemented, and to liens, if any, existing or placed thereon at
the time of the acquisition thereof by the Company.
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<PAGE>
(v) Except as otherwise set forth in the Prospectus,
the Company has such valid franchises, certificates of convenience
and necessity, operating rights, licenses, permits, consents,
approvals, authorizations and/or orders of governmental bodies,
political subdivisions or regulatory authorities, free from
burdensome restrictions, as are necessary for the acquisition,
construction, ownership, maintenance and operation of the
properties now owned by it and the conduct of the business now
carried on by it as described in the Registration Statement and
Prospectus, and the Company is not in default or violation of any
thereof and is carrying on its business in accordance therewith
and, to the best of his knowledge, with all applicable federal,
state and other laws and regulations.
(vi) The descriptions in the Registration Statement and
Prospectus of statutes, legal and governmental proceedings,
contracts and other documents are, to the best of his knowledge,
accurate and fairly present the information required to be shown
therein, and such counsel does not know of any legal or
governmental proceedings required to be described in the Prospectus
which are not described as required, nor of any contracts or
documents of a character required to be described in the
Registration Statement or Prospectus or required to be incorporated
by reference into the Prospectus or to be filed as exhibits to the
Registration Statement which are not described or incorporated by
reference or filed as required.
(vii) An order has been or orders have been entered by
The Public Service Commission of South Carolina permitting the
issuance and sale of the Bonds as contemplated hereby, and no
further authorization or consent of any public body or board is
required for the issuance and sale by the Company of the Bonds as
contemplated hereby, except as may be required under state
securities or Blue Sky laws.
(viii) The statements in the Prospectus which are stated
therein to have been made on the authority of such counsel have
been reviewed by such counsel and, as to matters of law and legal
conclusions, are correct in all material respects.
(ix) The consummation of the transactions contemplated
herein and the fulfillment of the terms hereof and compliance by
the Company with all terms and provisions of the Indenture as
Supplemented and the Class A Mortgage will not result in a breach
of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, note
agreement or other agreement or instrument known to such counsel to
which the Company is a party or by which it is bound or to which
any of the property of the Company is subject, or the Restated
Articles of Incorporation, as amended, or by-laws of the Company,
or to the best of his knowledge, any order, rule or regulation
applicable to the Company of any court or of any federal or state
regulatory body or administrative agency or other governmental body
having jurisdiction over the Company or its property.
(x) All recording fees and taxes applicable to or in
connection with the recording of the Class A Mortgage and the
Indenture as Supplemented and all applicable taxes on or in
connection with the issuance of the Bonds have been paid.
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<PAGE>
In giving the opinion contemplated by clauses (ii) and (iii),
counsel shall state what, if any, re-recording or re-filing of the
Class A Mortgage and the Indenture as Supplemented is required and
what, if any, further supplemental indentures or other instruments
are required to be executed, filed and/or recorded or notices
given, in order to extend the liens of the Class A Mortgage and
Indenture as Supplemented to after-acquired property, or to
maintain such liens with respect to future advances. Furthermore,
in rendering said opinion, (i) counsel may state that the
enforceability of the Class A Mortgage, the Class A Bonds, the
Indenture as Supplemented and the Bonds, and the enforceability of
the respective lien of the Class A Mortgage and the Indenture as
Supplemented, are subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the rights of
creditors generally and general principles of equity and (ii)
counsel may state that although certain provisions of the Class A
Mortgage and the Indenture as Supplemented may not be enforceable
in whole or in part, the inclusion of such provisions does not
affect the validity of the Class A Mortgage or the Indenture as
Supplemented, which contain adequate provisions for the practical
realization of the benefits and security provided therefor.
(f) On the Closing Date, you shall have received from Reid
& Priest LLP, counsel for the several Underwriters, such opinion or
opinions with respect to the incorporation of the Company, the
validity of the Bonds, the Registration Statement, the Prospectus
and other related matters as you may reasonably request, and such
counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters. In
rendering their opinion, such counsel may rely upon the opinion of
Asbury H. Gibbes, Esquire referred to above as to all matters
governed by South Carolina law.
(g) On the Closing Date, you shall have received a letter
from Deloitte & Touche LLP, dated the date of delivery thereof, in
the form heretofore delivered to the Representatives.
(h) On the Closing Date, you shall have received from the
Company a certificate, signed by its Chairman, President or a Vice
President and by its principal financial or accounting officer,
dated the Closing Date, to the effect that, to the best of their
knowledge based on reasonable investigation:
(i) The representations and warranties of the Company
in this Agreement are true and correct in all material respects, as
if made on and as of the Closing Date, and the Company has complied
with all the agreements and satisfied all the conditions on its
part to be performed or satisfied on or prior to the Closing Date;
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for that
purpose have been instituted or are pending or threatened, under
the Act;
(iii) The Registration Statement and the Prospectus,
and any amendments or supplements thereto, contain all statements
and information required to be included therein, and neither the
Registration Statement nor the Prospectus, nor any amendment or
supplement thereto, includes any untrue statement of a material
fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading
and, since the date hereof there has occurred no event required to
be set
36
<PAGE>
forth in an amended or supplemented prospectus which has not been
so set forth and there has been no document required to be filed
under the Exchange Act and the rules and regulations of the
Commission thereunder and which upon such filing would be deemed to
be incorporated by reference in the Prospectus, which has not been
so filed; and
(iv) As of the date of such certificate, the real and
personal property owned by the Company and located in the State of
Georgia does not have an aggregate depreciated cost, as reflected
in the accounting records of the Company, in excess of $5,000,000.
(i) The Company shall have furnished to you such further
certificates and documents as you shall have reasonably requested.
(j) There shall not have been any announcement by any
"nationally recognized statistical rating organization," as defined
for purposes of Rule 430(g)(2) under the Act, that (i) it is
downgrading its rating assigned to any debt securities of the
Company, or (ii) it is reviewing its rating assigned to any debt
securities of the Company with a view to possible downgrading, or
with negative implications, or with direction not determined.
All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are
satisfactory in form and substance to you. The Company will
furnish you with such conformed copies of such opinions,
certificates, letters and other documents as you shall reasonably
request. In giving the opinions contemplated by paragraphs (d),
(e) and (f) of this Section, counsel need not express any opinion
either as to matters of Georgia law, including the enforceability
of the Indenture as Supplemented thereunder, or with respect to
real or personal property of the Company located in the State of
Georgia, may rely upon certificates of state officials as to the
Company's good standing and upon certificates of officers of the
Company as to matters of fact relevant to such opinions and may
assume (i) that the Bonds have been executed on behalf of the
Company by the manual or facsimile signatures of the President or
a Vice President and the Secretary or an Assistant Secretary of the
Company and have been duly authenticated by the Trustee and (ii)
that the signatures on all documents examined by them are genuine.
6. Indemnification. (a) The Company will indemnify and hold
harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and will
reimburse each Underwriter for any legal or other expenses
reasonably incurred by it in connection with investigating or
defending against such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in the
Registration Statement, the Prospectus, or any such amendment or
supplement, in reliance upon and in conformity with written
information furnished to the Company by you, or by any Underwriter
through you, specifically for use in the preparation thereof.
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<PAGE>
(b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon
the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the
Registration Statement, the Prospectus, or any such amendment or
supplement, in reliance upon and in conformity with written
information furnished to the Company by you, or by such Underwriter
through you, specifically for use in the preparation thereof; and
will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating
or defending against any such loss, claim, damage, liability or
action.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof
is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection. In case
any such action shall be brought against any indemnified party, and
it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to
the extent that it shall wish, jointly with any other indemnifying
party, similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section 6
is unavailable under subsection (a) or (b) above to a party that
would have been an indemnified party under subsection (a) or (b)
above ("Indemnified Party") in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to
therein, then each party that would have been an indemnifying party
thereunder ("Indemnifying Party") shall, in lieu of indemnifying
such Indemnified Party, contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion
as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the
offering of the Bonds. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law
or if the Indemnified Party failed to give the notice required
under subsection (c) above, then each Indemnifying Party shall
contribute to such amount paid or payable by such Indemnified Party
in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by
the Company bear to the
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<PAGE>
total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover
page of the initial supplement to the Prospectus which is filed
pursuant to Rule 424 under the Act referred to in Section 2(a)
hereof. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement
of a material fact or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters
and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The
amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any
such action or claim (which shall be limited as provided in
subsection (c) above if the Indemnifying Party has assumed the
defense of any such action in accordance with the provisions
thereof). Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Bonds
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
The Underwriters' obligations in this subsection (d) to contribute
are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 6
shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the
Underwriters under this Section 6 shall be in addition to any
liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each director
of the Company, to each officer of the Company who has signed the
Registration Statement and to each person, if any, who controls the
Company within meaning of the Act.
7. Representations and Agreements to Survive Delivery. All
representations, warranties and agreements of the Company herein or
in certificates delivered pursuant hereto, and the indemnity and
contribution agreements of the several Underwriters contained in
Section 6 hereto, shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of any
Underwriter or any controlling persons, or the Company or any of
its officers, directors or any controlling persons and shall
survive delivery of the Bonds to the Underwriters hereunder.
8. Substitution of Underwriters. (a) If any Underwriter or
Underwriters shall fail to take up and pay for the principal amount
of Bonds agreed by such Underwriter or Underwriters to be purchased
hereunder, upon tender of such Bonds in accordance with the terms
hereof, and the principal amount of Bonds not purchased does not
aggregate more than 10% of the aggregate principal amount of the
Bonds, the remaining Underwriters shall be obligated to take up and
pay for (in proportion to their respective commitments hereunder
except as
39
<PAGE>
may otherwise be determined by you) the Bonds which any withdrawing
or defaulting Underwriters agreed but failed to purchase; however,
if such Bonds not purchased aggregate more than 10% of the
aggregate principal amount of the Bonds, the remaining Underwriters
shall have the right, but shall not be obligated, to take up and
pay for (in such proportions as shall be determined by you) the
Bonds which the defaulting Underwriter or Underwriters agreed but
failed to purchase. If such remaining Underwriters do not, at the
Closing Date, take up and pay for the Bonds which the defaulting
Underwriter or Underwriters agreed but failed to purchase, the time
for delivery of the Bonds shall be extended to the next business
day to allow the several Underwriters the privilege of substituting
within 24 hours (including non-business hours) another underwriter
or underwriters satisfactory to the Company. If no such
underwriter or underwriters shall have been substituted, as
aforesaid, the time for delivery of the Bonds may, at the option of
the Company, be again extended to the next following business day,
if necessary, to allow the Company the privilege of finding within
24 hours (including non-business hours) another underwriter or
underwriters, satisfactory to you, to purchase the Bonds which the
defaulting Underwriter or Underwriters agreed but failed to
purchase. If the remaining Underwriters shall not take up and pay
for all such Bonds agreed to be purchased by the defaulting
Underwriters, or substitute another underwriter or underwriters as
aforesaid, and the Company shall not find or shall not elect to
seek another underwriter or underwriters for such Bonds as
aforesaid, then this Agreement shall terminate. In the event of
any such termination the Company shall not be under any liability
to any Underwriter (except to the extent provided in Section 4(h)
and in Section 6 hereof), nor shall any Underwriter (other than an
Underwriter who shall have failed, otherwise than for some reason
permitted under this Agreement, to purchase the principal amount of
Bonds agreed by such Underwriter to be purchased hereunder) be
under any liability to the Company (except to the extent provided
in Section 6 hereof).
(b) If the remaining Underwriters or substituted
underwriters take up the Bonds of the defaulting Underwriter or
Underwriters as provided in this Section, (i) the Company shall
have the right to postpone the time of delivery for a period of not
more than seven full business days, in order to effect any changes
which may be made necessary thereby in the Registration Statement
or the Prospectus, or in any other documents or arrangements, and
the Company agrees promptly to file any amendments to the
Registration Statement or supplements to the Prospectus which may
be made necessary thereby, and (ii) the respective principal
amounts of Bonds to be purchased by the remaining Underwriters or
substituted underwriters shall be taken as the basis of their
respective underwriting obligations for all purposes of this
Agreement. A substituted underwriter hereunder shall become an
Underwriter for all purposes of this Agreement.
(c) Nothing herein shall relieve a defaulting Underwriter
from liability for its default.
9. Effective Date of this Agreement and Termination. (a) This
Agreement shall become effective upon your accepting it in the
manner indicated below.
(b) You, as Representative of the several Underwriters,
shall have the right to terminate this Agreement by giving notice
as hereinafter specified at any time at or prior to the Closing
Date if (i) the Company shall have failed, refused or been unable,
at or prior to the Closing Date, to perform any material agreement
on its part to be performed hereunder, (ii) any other condition of
the Underwriters' obligations hereunder required to be fulfilled by
the Company is not fulfilled, (iii) trading on the New York Stock
Exchange or the American Stock Exchange shall have been wholly
suspended, (iv) minimum or maximum prices for trading shall have
been fixed, or maximum ranges for
40
<PAGE>
prices for securities shall have been required, on the New York
Stock Exchange or the American Stock Exchange, by the New York
Stock Exchange or the American Stock Exchange or by order of the
Commission or any other governmental authority having jurisdiction,
(v) a banking moratorium shall have been declared by Federal or New
York authorities, or (vi) an outbreak of major hostilities in which
the United States is involved, a declaration of war by Congress,
any other substantial national or international calamity, a default
in payment when due of interest on or principal of any debt
obligations of, or the institution of proceedings under the Federal
bankruptcy laws by or against, any State of the United States or
any other event or occurrence of a similar character shall have
occurred since the execution of this Agreement which, in your
judgment, makes it impractical or inadvisable to proceed with the
completion of the sale of and payment for the Bonds. Any such
termination shall be without liability of any party to any other
party except that the provisions of Section 4(h) and Section 6
hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming
effective or to terminate this Agreement as provided in this
Section, the Company shall be notified promptly by you by telephone
or telegram, confirmed by letter. If the Company elects to prevent
this Agreement from becoming effective, you shall be notified
promptly by the Company by telephone or telegram, confirmed by
letter.
10. Notices. All notices or communications hereunder, except
as herein otherwise specifically provided, shall be in writing and,
if sent to you, shall be mailed, delivered or telegraphed and
confirmed to you at
, Attention:
or if sent to the Company, shall be mailed, delivered
or telegraphed and confirmed to the Company at 1426 Main Street,
Columbia, South Carolina 29201. Attention: Secretary. Notice to
any Underwriter pursuant to Section 6 shall be mailed, delivered or
telegraphed and confirmed to such Underwriter in care of the
Representatives at the address set forth below. Any party to this
Agreement may change such address for notices by sending to the
parties to this agreement written notice of a new address for such
purpose.
11. Parties. This Agreement shall inure to the benefit of and
be binding upon the several Underwriters, the Company and their
respective successors and assigns. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any
person or corporation, other than the parties hereto and their
respective successors and assigns and the controlling persons,
officers and directors referred to in Section 6, any legal or
equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained, this Agreement and all
conditions and provisions hereof being intended to be and being for
the sole and exclusive benefit of the parties hereto and their
respective successors and assigns and said controlling persons and
said officers and directors and for the benefit of no other person
or corporation. No purchaser of any of the Bonds from any
Underwriter shall be construed a successor or assign merely by
reason of such purchase.
In all dealings with the Company under this Agreement, you
shall act on behalf of each of the several Underwriters, and any
action under this Agreement taken by you will be binding upon all
Underwriters.
12. Applicable Law. The Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
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<PAGE>
If the foregoing correctly sets forth the understanding
between the Company and the several Underwriters, please so
indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the
Company and the several Underwriters.
Very truly yours,
SOUTH CAROLINA ELECTRIC & GAS COMPANY
By...................................
L. M. Gressette, Jr.
Chief Executive Officer
ACCEPTED at New York, New York as of the date
first above written.
By...................................
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EXHIBIT 1
SCHEDULE A
UNDERWRITERS
Series due
Name of Amount of Bonds
Underwriters to be Purchased
$
%
plus
accrued interest
from
43
<PAGE>
Exhibit 4-D
SOUTH CAROLINA ELECTRIC & GAS COMPANY
TO
CHEMICAL BANK,
Trustee
FIFTY-SECOND SUPPLEMENTAL INDENTURE
(SUPPLEMENTAL TO INDENTURE OF SOUTH CAROLINA POWER COMPANY
DATED AS OF JANUARY 1, 1945)
PROVIDING FOR
FIRST AND REFUNDING MORTGAGE BONDS,
SERIES B DUE DECEMBER 31, 2093
ISSUED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY, AS SUCCESSOR
CORPORATION
TO SOUTH CAROLINA POWER COMPANY
Dated as of July l, 1993
THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO
CHEMICAL BANK, AS TRUSTEE, DATED APRIL 1, 1945 (THE "INDENTURE"),
RECORDED IN THE RMC OFFICE OF THIS COUNTY AS DESCRIBED ON EXHIBIT
A HERETO, AS HERETOFORE AMENDED AND SUPPLEMENTED AND AS AMENDED
AND SUPPLEMENTED BY THIS FIFTY-SECOND SUPPLEMENTAL INDENTURE
THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE OF, THE
PROVISIONS OF SECTIONS 29-1-10 AND 29-3-80, S. C. CODE OF LAWS (1976),
AS AMENDED. THE LIEN OF THE INDENTURE, AS SUPPLEMENTED OR
AMENDED FROM TIME TO TIME, SHALL CONTINUE UNTIL SATISFIED OR
RELEASED OF RECORD REGARDLESS OF WHETHER OR NOT SUCH INDENTURE
STATES A MATURITY DATE. FURTHER, AS SET FORTH IN THE INDENTURE,
THE LIEN AFFECTS AFTER-ACQUIRED PROPERTY.
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THIS FIFTY-SECOND SUPPLEMENTAL INDENTURE, dated as of July
1, 1993, made and entered into by and between SOUTH CAROLINA
ELECTRIC & GAS COMPANY, a corporation organized and existing
under the laws of the State of South Carolina, with its principal
place of business in Columbia, Richland County, South Carolina
(the "Company"), party of the first part, and CHEMICAL BANK
(successor to Central Hanover Bank and Trust Company), a
corporation organized and existing under the laws of the State of
New York, with its principal office in the Borough of Manhattan,
The City of New York (the "Trustee"), as Trustee under the
Indenture dated as of January 1, 1945 between the South Carolina
Power Company (the "Power Company") and Central Hanover Bank and
Trust Company, as Trustee, party of the second part;
Whereas, the Power Company heretofore executed and delivered
to the Trustee an Indenture dated as of January 1, 1945 (the
"Original Indenture"), a Supplemental Indenture thereto dated as
of May 1, 1946, a Supplemental Indenture thereto dated as of May
1, 1947 and a Third Supplemental Indenture thereto dated as of
July 1, 1949; and
Whereas, the Company heretofore executed and delivered to
the Trustee a Fourth Supplemental Indenture, dated as of April 1,
1950, wherein, among other things, (i) the Company assumed the
due and punctual payment of the principal of, premium, if any,
and interest on all bonds theretofore authenticated under the
Original Indenture as theretofore supplemented, according to
their tenor, and the due and punctual performance of all of the
covenants and agreements of the Original Indenture, as
theretofore supplemented, required to be kept or performed by the
Power Company and (ii) the Company conveyed, transferred and
mortgaged to the Trustee and subjected to the lien of the
Original Indenture as theretofore supplemented, as supplemented
by the Fourth Supplemental Indenture, and as it might thereafter
be supplemented, all property then owned or thereafter to be
acquired by the Company, except property of a character similar
to that excluded from the lien of the Original Indenture; and
Whereas, upon the execution and delivery of said Fourth
Supplemental Indenture, dated as of April 1, 1950, the Company
succeeded to and became substituted for the Power Company as
Successor Corporation to the Power Company under the Original
Indenture, as contemplated by Article XV of the Original
Indenture; and
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Whereas, the Company, as such Successor Corporation, has
heretofore executed and delivered to the Trustee the following
supplemental indentures:
DESIGNATION DATED AS OF
Fifth Supplemental Indenture December 1, 1950
Sixth Supplemental Indenture July 1, 1951
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture June 1, 1955
Ninth Supplemental Indenture November 1, 1957
Tenth Supplemental Indenture September 1, 1958
Eleventh Supplemental Indenture September 1, 1960
Twelfth Supplemental Indenture June 1, 1961
Thirteenth Supplemental Indenture December 1, 1965
Fourteenth Supplemental Indenture June 1, 1966
Fifteenth Supplemental Indenture June 1, 1967
Sixteenth Supplemental Indenture September 1, 1968
Seventeenth Supplemental Indenture June 1, 1969
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture June 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture January 1, 1972
Twenty-second Supplemental Indenture July 1, 1974
Twenty-third Supplemental Indenture May 1, 1975
Twenty-fourth Supplemental Indenture July 1, 1975
Twenty-fifth Supplemental Indenture February 1, 1976
Twenty-sixth Supplemental Indenture December 1, 1976
Twenty-seventh Supplemental Indenture March 1, 1977
Twenty-eighth Supplemental Indenture May 1, 1977
Twenty-ninth Supplemental Indenture February 1, 1978
Thirtieth Supplemental Indenture June 1, 1978
Thirty-first Supplemental Indenture April 1, 1979
Thirty-second Supplemental Indenture June 1, 1979
Thirty-third Supplemental Indenture April 1, 1980
Thirty-fourth Supplemental Indenture June 1, 1980
Thirty-fifth Supplemental Indenture December 1, 1980
Thirty-sixth Supplemental Indenture April 1, 1981
Thirty-seventh Supplemental Indenture June 1, 1981
Thirty-eighth Supplemental Indenture March 1, 1982
Thirty-ninth Supplemental Indenture April 15, 1982
Fortieth Supplemental Indenture May 1, 1982
Forty-first Supplemental Indenture December 1, 1984
Forty-second Supplemental Indenture December 1, 1985
Forty-third Supplemental Indenture June 1, 1986
Forty-fourth Supplemental Indenture February 1, 1987
Forty-fifth Supplemental Indenture September 1, 1987
Forty-sixth Supplemental Indenture January 1, 1989
Forty-seventh Supplemental Indenture January 1, 1991
Forty-eighth Supplemental Indenture February 1, 1991
Forty-ninth Supplemental Indenture July 15, 1991
Fiftieth Supplemental Indenture August 15, 1991
Fifty-first Supplemental Indenture April 1, 1993
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all supplemental to the Original Indenture; the Original
Indenture, together with all instruments stated to be
supplemental thereto to which the Trustee has heretofore been or
shall hereafter be a party, including the aforesaid supplemental
indentures and this Fifty-second Supplemental Indenture (herein
sometimes referred to as "this Supplemental Indenture"), being
herein sometimes referred to collectively as the "Mortgage"; and
Whereas, the Company, as such Successor Corporation, has
executed certain mortgages, specifically subjecting to the lien
of the Mortgage certain property purchased, constructed or
otherwise acquired by the Company subsequent to January 1, 1965;
and
Whereas, there have been issued under the Original Indenture
as heretofore supplemented, the following series of First and
Refunding Mortgage Bonds, of which the following principal
amounts were outstanding at the date of this Supplemental
Indenture:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
3% Series due 1975
"Bonds of the First Series" $ 8,000,000 None
3% Series due 1977
"Bonds of the Second Series" 4,000,000 None
3 1/8% Series due 1979
"Bonds of the Third Series" 4,000,000 None
3% Series due 1980
"Bonds of the Fourth Series" 72,445,000 None
3% Series A due 1980
"Bonds of the Fifth Series" 4,000,000 None
3 3/4% Series due 1981
"Bonds of the Sixth Series" 6,000,000 None
4 1/8% Series due 1983
"Bonds of the Seventh Series" 4,000,000 None
3 1/2% Series due 1985
"Bonds of the Eighth Series" 5,000,000 None
5 1/2% Series due 1987
"Bonds of the Ninth Series" 10,000,000 None
4 7/8% Series due 1988
"Bonds of the Tenth Series" 10,000,000 None
5% Series due 1990
"Bonds of the Eleventh Series" 10,000,000 None
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PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
5% Series due June 1, 1991
"Bonds of the Twelfth Series" $ 8,000,000 None
4 7/8% Series due 1995
"Bonds of the Thirteenth Series" 16,000,000 $16,000,000
5.45% Series due 1996
"Bonds of the Fourteenth Series" 15,000,000 15,000,000
6% Series due June 1, 1997
"Bonds of the Fifteenth Series" 15,000,000 15,000,000
6 1/2% Series due September 1, 1998
"Bonds of the Sixteenth Series" 112,064,000 20,000,000
8% Series due June 1, 1999
"Bonds of the Seventeenth Series" 35,000,000 35,000,000
9 1/8% Series due December 1, 1999
"Bonds of the Eighteenth Series" 15,000,000 15,000,000
9 7/8% Series due June 1, 2000
"Bonds of the Nineteenth Series" 30,000,000 None
8% Series due March 1, 2001
"Bonds of the Twentieth Series" 35,000,000 35,000,000
7 1/4% Series due January 1, 2002
"Bonds of the Twenty-first Series" 30,000,000 30,000,000
10 1/2% Series due July 1, 1979
"Bonds of the Twenty-second Series" 35,000,000 None
10 1/2% Series due May 1, 1990
"Bonds of the Twenty-third Series" 15,000,000 None
9 3/8% Series due July 1, 1984
"Bonds of the Twenty-fourth Series" 25,000,000 None
9 1/8% Series due February 1, 2006
"Bonds of the Twenty-fifth Series" 50,000,000 50,000,000
8.40% Series due December 1, 2006
"Bonds of the Twenty-sixth Series" 50,000,000 50,000,000
8 3/8% Series due March 1, 2007
"Bonds of the Twenty-seventh Series" 30,000,000 30,000,000
7% Series due May 1, 1982
"Bonds of the Twenty-eighth Series" 50,000,000 None
8.90% Series due February 1, 2008
"Bonds of the Twenty-ninth Series" 30,000,000 30,000,000
8.45% Series due June 1, 1981
"Bonds of the Thirtieth Series" 40,000,000 None
10 1/8% Series due April 1, 2009
"Bonds of the Thirty-first Series" 35,000,000 None
9 7/8% Series due June 1, 2009
"Bonds of the Thirty-second Series" 50,000,000 37,035,000
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PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
14 1/2% Series due 1983-1987
"Bonds of the Thirty-third Series" $ 80,000,000 None
12.15% Series due June 1, 2010
"Bonds of the Thirty-fourth Series" 50,000,000 None
14 1/2% Series due April 1, 1982
"Bonds of the Thirty-fifth Series" 15,000,000 None
14 3/8% Series due October 1, 1986
"Bonds of the Thirty-sixth Series" 15,000,000 None
16% Series due June 1, 2011
"Bonds of the Thirty-seventh Series" 70,000,000 None
14 1/2% Series due April 1, 1984
"Bonds of the Thirty-eighth Series" 15,000,000 None
15 1/2% Series due April 15, 1989
"Bonds of the Thirty-ninth Series" 60,000,000 None
15 5/8% Series due May 1, 1987
"Bonds of the Fortieth Series" 25,000,000 None
15% Series due September 1, 2014
"Bonds of the Forty-first Series" 57,000,000 $ 56,820,000
15% Series A due September 1, 2014
"Bonds of the Forty-second Series" 5,500,000 5,210,000
15% Series B due September 1, 2014
"Bonds of the Forty-third Series" 1,100,000 1,090,000
8 3/4% Series due February 1, 2017
"Bonds of the Forty-fourth Series" 100,000,000 100,000,000
15% Series C due September 1, 2014
"Bonds of the Forty-fifth Series" 4,365,000 4,365,000
20% Series due February 1, 1991
"Bonds of the Forty-sixth Series" 75,000,000 None
20% Series due January 14, 1991
"Bonds of the Forty-seventh Series" 70,000,000 None
20% Series due February 4, 1992
"Bonds of the Forty-eighth Series" 75,000,000 None
9% Series due July 15, 2006
"Bonds of the Forty-ninth Series" 145,000,000 145,000,000
8 7/8% Series due August 15, 2021
"Bonds of the Fiftieth Series" 155,000,000 155,000,000
Series A due December 1, 2093
"Bonds of the Fifty-first Series" 375,000,000 375,000,000
; and
49
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Whereas, it is provided in Section 2.01 of the Original
Indenture that the aggregate principal amount of bonds which may
be secured by the Mortgage shall be such aggregate principal
amount as may from time to time be authenticated and delivered
under the provisions thereof, provided, however, that until an
indenture or indentures supplemental thereto shall be executed
and delivered by the Company to the Trustee pursuant to
authorization by the Board of Directors and filed for record in
all counties in which the mortgaged and pledged property is
located, increasing or decreasing the amount of future advances
and other indebtedness and sums which may be secured thereby, the
Mortgage may secure future advances and other indebtedness and
sums not to exceed in the aggregate $50,000,000; and
Whereas, Section 1.01 of the aforesaid Sixth Supplemental
Indenture increased the aggregate principal amount of bonds which
may be secured by the Mortgage, including future advances and
other indebtedness and sums, from $50,000,000 to $100,000,000;
and
Whereas, Section 1.01 of the aforesaid Twelfth Supplemental
Indenture increased the aggregate principal amount of bonds which
may be secured by the Mortgage, including future advances and
other indebtedness and sums, from $100,000,000 to $200,000,000;
and
Whereas, Section 2.01 of the aforesaid Seventeenth
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $200,000,000 to
$300,000,000; and
Whereas, Section 2.01 of the aforesaid Twenty-first
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $300,000,000 to
$500,000,000; and
Whereas, Section 2.01 of the aforesaid Twenty-seventh
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $500,000,000 to
$1,000,000,000; and
Whereas, Section 1.04 of the aforesaid Forty-ninth
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $1,000,000,000 to
$1,500,000,000; and
Whereas, the Company heretofore executed and delivered to
NationsBank of Georgia, National Association, as trustee (the
"1993 Trustee"), an indenture, dated as of April 1, 1993, as
supplemented (the "1993 Indenture"), which indenture constitutes
a lien, junior to the lien of the Mortgage, on substantially all
of the Company's property used or to be used in connection with
its electric utility business, except premises, land and
interests in land which have been specifically released from such
liens from time to time or are specifically exempted therefrom,
all to the extent provided in such indenture; and
50
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Whereas, the Company, as Successor Corporation as aforesaid,
by appropriate corporate action in conformity with the terms of
the Original Indenture has duly determined to create a series of
Bonds under the Original Indenture, to be issued under the name
of the Company, to be designated as "First and Refunding Mortgage
Bonds, Series B due December 31, 2093" (hereinafter sometimes
referred to as the "bonds of the Fifty-second Series") and to be
registered in the name of and delivered to the 1993 Trustee; and
Whereas, all acts and things necessary to make the bonds of
the Fifty-second Series, when authenticated by the Trustee and
issued as in the Original Indenture and herein provided, valid,
binding and legal obligations of the Company and to constitute
the Original Indenture as heretofore supplemented and this
Supplemental Indenture valid, binding and legal instruments for
the security thereof, have been done and performed, and the
execution and delivery of this Supplemental Indenture, and the
creation, execution and issue of the bonds of the Fifty-second
Series subject to the Original Indenture as heretofore and hereby
supplemented, have in all respects been duly authorized;
Now, therefore, in consideration of the premises and of the
acceptance by the holders thereof of bonds of the Fifty-second
Series, and to set forth the form and substance of the bonds of
the Fifty-second Series and the terms, provisions and conditions
thereof, the Company does hereby covenant and agree to and with
the Trustee and its successor or successors in trust and its and
their assigns forever for the benefit of those who shall hold the
bonds of the Fifty-second Series, as follows:
ARTICLE ONE
BONDS OF THE FIFTY-SECOND SERIES AND CERTAIN
PROVISIONS RELATING THERETO
Section 1.01. A. Creation of bonds of the Fifty-second
Series. There is hereby created a series of bonds designated
First and Refunding Mortgage Bonds, Series B due December 31,
2093. Such bonds of the Fifty-second Series shall be issued by
the Company in its name, shall be unlimited in principal amount,
subject to the limitation on the maximum aggregate principal
amount of bonds permitted to be secured by the Mortgage pursuant
to Section 2.01 of the Original Indenture and Section 1.04 of the
aforesaid Forty-ninth Supplemental Indenture ($1,500,000,000 as
of the date hereof), as the same may hereafter be increased or
decreased by amendment or supplement to the Mortgage, shall
mature on December 31, 2093, unless previously redeemed pursuant
to the provisions hereof, and shall be issuable only in fully
registered form without coupons in denominations of $1,000 and
any multiple thereof. The serial numbers of bonds of the Fifty-
second Series shall be such as may be approved by any officer of
the Company, the execution thereof by any such officer to be
conclusive evidence of such approval. Bonds of the Fifty-second
Series shall not bear interest. The principal of said bonds
shall be payable in any coin or currency of the United States of
America which at the time of payment is legal tender for public
and private debts, at the corporate trust offices of the 1993
Trustee. Bonds of the Fifty-second Series shall be dated as of
their date of authentication, and shall be executed on behalf of
the Company by its President or a Vice President by his manual
signature or a facsimile thereof.
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The bonds of the Fifty-second Series shall be issued by the
Company, registered in the name of and delivered to the 1993
Trustee to provide for the payment when due (whether at maturity,
by acceleration, or otherwise) of the principal of the Securities
(as defined in the 1993 Indenture) to be issued from time to time
by the Company under the 1993 Indenture.
The bonds of the Fifty-second Series shall not be
transferable by the 1993 Trustee, except to a successor trustee
under the 1993 Indenture. Bonds of the Fifty-second Series may
be transferred at the principal office of the Trustee in the
Borough of Manhattan, the City of New York. The Company shall
issue stop transfer instructions to such effect to the Trustee
and/or any other transfer agent.
B. Form of bonds of the Fifty-second Series.
The bonds of the Fifty-second Series and the Trustee's
authentication certificate to be executed on all of the bonds of
the Fifty-second Series shall be substantially in the following
forms, respectively:
(Form of Bond of the Fifty-second Series)
THIS BOND HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION
THEREFROM, AND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE
UNDER THE INDENTURE, DATED AS OF APRIL 1, 1993, AS SUPPLEMENTED
FROM TIME TO TIME, FROM SOUTH CAROLINA ELECTRIC & GAS COMPANY TO
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, AS TRUSTEE.
52
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
First and Refunding Mortgage Bond,
Series B due December 31, 2093
No. $
South Carolina Electric & Gas Company, a South Carolina
corporation (hereinafter called the "Company"), for value
received, hereby promises to pay to or registered
assigns, the principal sum of Dollars on December 31,
2093, unless previously redeemed pursuant to the provisions
hereof, without interest. The principal of this bond shall be
payable at the offices of the trustee (the "1993 Trustee") under
the Indenture dated as of April 1, 1993 as supplemented from time
to time (the "1993 Indenture"), from the Company to NationsBank
of Georgia, National Association, in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts.
This bond is one of the bonds issued and to be issued from
time to time under and in accordance with and all secured by an
indenture of mortgage or deed of trust dated as of January 1,
1945 (the "Original Indenture"), and indentures supplemental
thereto, given by South Carolina Power Company to Central Hanover
Bank and Trust Company (now Chemical Bank and hereinafter
sometimes referred to as the "Trustee"), as trustee, and
indentures supplemental thereto dated as of April 1, 1950, as of
December 1, 1950, as of July 1, 1951, as of June 1, 1953, as of
June 1, 1955, as of November 1, 1957, as of September 1, 1958, as
of September 1, 1960, as of June 1, 1961, as of December 1, 1965,
as of June 1, 1966, as of June 1, 1967, as of September 1, 1968,
as of June 1, 1969, as of December 1, 1969, as of June 1, 1970,
as of March 1, 1971, as of January 1, 1972, as of July 1, 1974,
as of May 1, 1975, as of July 1, 1975, as of February 1, 1976, as
of December 1, 1976, as of March 1, 1977, as of May 1, 1977, as
of February 1, 1978, as of June 1, 1978, as of April 1, 1979, as
of June 1, 1979, as of April 1, 1980, as of June 1, 1980, as of
December 1, 1980, as of April 1, 1981, as of June 1, 1981, as of
March 1, 1982, as of April 15, 1982, as of May 1, 1982, as of
December 1, 1984, as of December 1, 1985, as of June 1, 1986, as
of February 1, 1987, as of September 1, 1987, as of January 1,
1989, as of January 1, 1991, as of February 1, 1991, as of July
15, 1991, as of August 15, 1991, as of April 1, 1993, and as of
July 1, 1993, respectively, given by the Company to said Trustee,
to which Original Indenture and all indentures supplemental
thereto (hereinafter referred to collectively as the "Indenture")
reference is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and
the rights of the holders of said bonds and of the Trustee and of
the Company in respect of such security, and the limitations on
such rights. By the terms of the Indenture, the bonds to be
secured thereby are issuable in series which may vary as to date,
amount, date of maturity, rate of interest and in other respects
as in the Indenture provided. By the terms of the aforesaid
supplemental indenture, dated as of April 1, 1950, the Company,
among other things, assumed the due and punctual payment of the
principal of, premium, if any, and interest on all of the
53
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bonds of South Carolina Power Company then outstanding under the
aforesaid indenture of mortgage or deed of trust, dated as of
January 1, 1945, of South Carolina Power Company, as theretofore
supplemented, and, except as therein provided, the due and
punctual performance of all the covenants and agreements of South
Carolina Power Company contained in said indenture of mortgage or
deed of trust as so supplemented.
Bonds of this series are issuable only in fully registered
form without coupons in denominations of $1,000 and any multiple
thereof. This bond may be exchanged by the registered holder
hereof, in person or by attorney duly authorized, at the
principal office of the Trustee, in the Borough of Manhattan,
City of New York, for a like aggregate principal amount of bonds
of this series of any other authorized denomination or
denominations, but only in the manner and subject to the
conditions prescribed in the Indenture, upon the surrender and
cancellation of this bond and the payment of any taxes or other
governmental charges payable upon such exchange.
Upon the giving of notice of redemption, by first class mail
postage prepaid, not less than thirty nor more than forty-five
days prior to the date fixed for redemption to each registered
holder of a bond to be redeemed, in whole or in part, at the last
address of such holder appearing on the registry books, any or
all of the bonds of this series may be redeemed by the Company,
at its option, or by operation of various provisions of the
Indenture, at any time and from time to time, upon payment of the
principal amount thereof.
The bonds of this series shall also be redeemable, in whole
at any time, or in part from time to time, prior to maturity, at
a redemption price equal to the principal amount thereof, upon
receipt by the Trustee of a written notice from the 1993 Trustee
(i) delivered to the Trustee and the Company, (ii) signed by its
President or a Vice President, (iii) stating that an Event of
Default has occurred under the 1993 Indenture and is continuing
and that, as a result, there then is due and payable a specified
amount with respect to the 1993 Bonds, for the payment of which
the 1993 Trustee has not received funds, and (iv) specifying the
principal amount of the bonds of this series to be redeemed.
Delivery of such notice shall constitute a waiver by the 1993
Trustee of notice of redemption under the Indenture.
In case of certain defaults as specified in the Indenture,
the principal of this bond may be declared or may become due and
payable on the conditions, at the time, in the manner and with
the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture,
to or against any incorporator, stockholder, director or officer,
past, present or future, as such, of the Company, or of any
predecessor or successor company, either directly or through the
Company, or such predecessor or successor company, or otherwise,
under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such
liability of incorporators, stockholders, directors and officers,
as such, being waived and released by the holder and owner hereof
by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture.
54
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Subject to the restrictions noted hereon, this bond is
transferable by the registered holder hereof, in person or by
attorney duly authorized, at the principal office of the Trustee,
in the Borough of Manhattan, the city of New York, but only in
the manner and subject to the conditions prescribed in the
Indenture, upon the surrender and cancellation of this bond and
the payment of any taxes or other governmental charges payable
upon such transfer, and upon any such transfer a new bond or
bonds of the same series and for the same aggregate principal
amount, in authorized denominations, will be issued to the
transferee in exchange herefor. The Company and the Trustee may
deem and treat the person in whose name this bond is registered
as the absolute owner for the purpose of receiving payment and
for all other purposes.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the
execution by the Trustee or its successor in trust under the
Indenture of the certificate endorsed hereon.
IN WITNESS WHEREOF, South Carolina Electric & Gas Company
has caused this bond to be executed in its name by its President
or one of its Vice Presidents, by his manual signature or a
facsimile thereof, and its corporate seal or a facsimile thereof
to be affixed hereto or imprinted hereon and attested by its
Secretary or one of its Assistant Secretaries.
Dated . . . . . . . . . . . . . . . . . . . . . .
South Carolina Electric &
Gas Company,
By . . . . . . . . .
Vice President and Treasurer
Attest:
. . . . . . . . . . . . . . . . . . . . . . . . .
Secretary
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
as Trustee,
By . . . . . . . . . . . . . . .
Authorized Officer
55
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Section 1.02. Redemption Provisions. Any or all of the
bonds of the Fifty-second Series shall be redeemable, at the
option of the Company, or by operation of various provisions of
the Original Indenture, at any time and from time to time, prior
to maturity, upon the giving of notice of redemption, by first
class mail postage prepaid, not less than thirty nor more than
forty-five days prior to the date fixed for redemption to each
registered holder of a bond of the Fifty-second Series to be
redeemed in whole or in part, at the last address of such holder
appearing on the registry books, upon payment of the principal
amount thereof.
The bonds of the Fifty-second Series shall also be
redeemable, in whole at any time, or in part from time to time,
prior to maturity, at a redemption price equal to the principal
amount thereof, upon receipt by the Trustee of a written notice
from the 1993 Trustee (i) delivered to the Trustee and the
Company, (ii) signed by its President or a Vice President, (iii)
stating that an Event of Default has occurred under the 1993
Indenture and is continuing and that, as a result, there then is
due and payable a specified amount with respect to the 1993
Bonds, for the payment of which the 1993 Trustee has not received
funds, and (iv) specifying the principal amount of the bonds of
the Fifty-second Series to be redeemed. Delivery of such notice
shall constitute a waiver by the 1993 Trustee of notice of
redemption under the Indenture.
Section 1.03. Sinking Fund. From and after the time when
the holders of all outstanding bonds of all series created prior
to the bonds of the Fifteenth Series shall have consented
thereto, the respective portions of the sinking fund requirement
for any year which are measured by bonds of the Fifteenth through
Twenty-second Series, bonds of the Twenty-fourth through Thirty-
first Series, bonds of the Thirty-third Series, bonds of the
Thirty-seventh Series, bonds of the Thirty-ninth Series, bonds of
the Forty-first Series, bonds of the Forty-second Series, bonds
of the Forty-fourth Series, bonds of the Forty-sixth Series,
bonds of the Fiftieth Series, bonds of the Fifty-first Series and
bonds of the Fifty-second Series or by bonds of any other series
the holders of which shall have consented thereto may be
satisfied by certifying to the Trustee unfunded net property
additions in an amount equal to 166-2/3% of such portion of such
sinking fund requirement; provided, further, however, that no
unfunded net property additions shall be used to satisfy any
portion of any sinking fund requirement unless there shall be
delivered to the Trustee, with such certification, the applicable
certificates, opinions of counsel, instruments and cash, if any,
required by paragraphs (3), (4), (5), (7), (9) and (10) of
Section 4.01 of the Original Indenture showing that the Company
has unfunded net property additions equal to the amounts so
certified.
Section 1.04. Waiver of certain rights in respect of
property additions. The Company covenants and agrees that the
provisions of Section 3.01 of the Fourth
Supplemental Indenture, dated as of April 1, 1950, shall remain
in full force and effect so long as any bonds of the Fifty-second
Series shall be outstanding under the Mortgage.
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Section 1.05. Certain restriction on sale of property. The
Company covenants and agrees that so long as any bonds of the
Fifty-second Series shall be outstanding under the Mortgage it
will not enter into any agreement with any governmental or public
body, authority, agency or licensee, providing for the sale by
the Company to such governmental or public body, authority,
agency or licensee of any part of the mortgaged and pledged
property for a consideration less than the current fair value of
such property at the time of payment to the Company of such
consideration.
Section 1.06. Waiver of service charge for exchange or
transfer of bonds of the Fifty-second Series. Notwithstanding the
provisions of Section 2.05 of the Original Indenture, the Company
covenants and agrees that so long as any bonds of the Fifty-
second Series shall be outstanding under the Mortgage it will not
impose any service charge for any new bond of the Fifty-second
Series issued upon any exchange or transfer thereof as permitted
by Section 2.06 of the Original Indenture, but the Company shall
be entitled to receive funds sufficient to reimburse it for any
tax or taxes or other governmental charge required to be paid by
the Company in relation thereto.
Section 1.07. Limitations on certain transfers of bonds of
the Fifty-second Series. In case less than all of the bonds of
the Fifty-second Series at the time outstanding are called for
redemption, the Company shall not be required to transfer or
exchange any bonds of the Fifty-second Series for a period of ten
days before the mailing of a notice of redemption of bonds of the
Fifty-second Series selected for redemption, to transfer or
exchange any bond of the Fifty-second Series called for
redemption in its entirety or to transfer or exchange any portion
of a bond of the Fifty-second Series which portion has been
called for redemption.
ARTICLE TWO
AMENDMENT OF MORTGAGE
Section 2.01. Each holder of any bond of the Fifty-second
Series, by his acceptance thereof, shall thereby consent that, at
any time after the requisite consents, if any, of the holders of
bonds of other series shall have been given as hereinafter
provided, Article XVII of the Original Indenture shall be amended
in the following respects:
A. The introductory clause of Section 17.02, which
presently reads "In each and every case provided for in this
Article," shall be amended so as to read "In each and every case
provided for in Section 17.01 above,".
B. Section 17.02 shall be further amended by the addition
of the following new paragraph immediately after the existing
text, as amended by Paragraph A above:
"Any supplemental indenture authorized by the provisions of
Section 17.01 above may be executed by the Company and the
Trustee without the consent of the holders of any of the bonds at
the time outstanding, notwithstanding any of the provisions of
Section 17.03 hereof."
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C. There shall be inserted new Sections 17.03, 17.04 and
17.05, which Sections shall read as follows:
"Section 17.03. With the consent (evidenced as provided in
Section 12.01 hereof) of the holders of not less than sixty-six
and two-thirds per centum (66 2/3%) in aggregate principal amount
of the bonds at the time outstanding which would be affected by
the action proposed to be taken, the Company, when authorized by
a resolution of its Board of Directors, and the Trustee may, from
time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the holders of the bonds
and coupons; provided, however, that anything in this Article to
the contrary notwithstanding (a) the bondholders shall have no
power (i) to extend the fixed maturity of any bonds, or reduce
the rate or extend the time of payment of interest thereon, or
reduce the principal amount thereof, or change in any manner
provisions relating to the sinking fund or the redemption
provisions of any series of bonds outstanding hereunder, without
the express consent of the holder of each bond which would be so
affected, or (ii) to reduce the aforesaid percentage of bonds,
the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all
bonds outstanding, or (iii) to permit the creation by the
Company, after the date hereof, of any mortgage or pledge or lien
in the nature thereof, ranking prior to or equal with the lien of
this Indenture on any of the mortgaged property, or (iv) to
deprive the holder of any bond outstanding hereunder of the lien
of this Indenture on any of the mortgaged property; (b) no action
hereinabove specified which would affect the rights of the
holders of bonds of one or more but less than all series as
evidenced by an opinion of counsel may be taken unless approved
by holders of not less than sixty-six and two-thirds per centum
(66 2/3%) in principal amount of outstanding bonds of such one or
more series affected, but if any such action would affect the
bonds of two or more series, the approval of such action on
behalf of the holders of bonds of such two or more series may be
approved by holders of not less than sixty-six and two-thirds per
centum (66 2/3%) in aggregate principal amount of outstanding
bonds of such two or more series, which approval need not include
sixty-six and two-thirds per centum (66 2/3%) in principal amount
of outstanding bonds of each of such series.
Upon the request of the Company, accompanied by a copy of a
resolution of its Board of Directors certified by the Secretary
or an Assistant Secretary of the Company authorizing the
execution of any such supplemental indenture, and upon the filing
with the Trustee of any required evidence of the consent of
bondholders as aforesaid, the Trustee shall join with the Company
in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture.
It shall not be necessary for the consent of the bondholders
under this Section to approve the particular form of any proposed
supplemental indenture. but it shall be sufficient if such
consent shall approve the substance thereof.
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<PAGE>
Promptly after the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of this
Section, the Company shall publish a notice, setting forth in
general terms the substance of such supplemental indenture, at
least once in a daily newspaper of general circulation in the
Borough of Manhattan, The City of New York. Any failure of the
Company to publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such
supplemental indenture.
"Section 17.04. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, duties and
obligations under this Indenture of the Company, the Trustee and
the holders of bonds of all series outstanding thereunder shall
thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.
"Section 17.05. Bonds authenticated and delivered after the
execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new
bonds so modified as to conform, in the opinion of the Trustee
and the Board of Directors of the Company, to any modification of
this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by
the Trustee and delivered without cost to the holders of bonds
then outstanding, upon surrender of such bonds and, in the case
of coupon bonds, with all unmatured coupons and all matured
coupons not fully paid, the new bonds so issued to be of an
aggregate principal amount equal to the aggregate principal
amount of those so surrendered."
D. Section 17.03 shall be renumbered as Section 17.06.
E. There shall be inserted a new Section 17.07, which
Section shall read as follows:
"Section 17.07. For all purposes of this Indenture, in any
case in which the "sinking fund requirement" for any year (as
such term is used in Section 2.12 of the Original Indenture as
modified by any supplemental indenture) shall, because of the
provisions of any supplemental indenture, include an amount in
excess of one per centum (1%) of the aggregate principal amount
of bonds of any series authenticated and delivered by the Trustee
pursuant to the provisions of Articles III, IV and VI of the
Original Indenture prior to January 1 of such year, to the extent
that
(i) the principal amount of bonds of such series
deposited with the Trustee pursuant to said Section 2.12 in such
year and/or the principal amount of bonds of such series
purchased, paid or redeemed by the use of cash deposited pursuant
to said Section 2.12 in such year,
shall, as a result of the provisions of such supplemental
indenture, exceed
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(ii) an amount equal to one per centum (1%) of the
aggregate principal amount of bonds of such series authenticated
and delivered by the Trustee pursuant to the provisions of
Articles III, IV and VI of the Original Indenture prior to
January 1 of the year of such deposit of bonds and/or cash (after
deducting from such aggregate principal amount of bonds of such
series so authenticated, the principal amount of bonds of such
series which, prior to such January 1, have been deposited with
the Trustee for cancellation as the basis for the release of
property or for the withdrawal of cash representing proceeds of
released property or have been purchased, redeemed or paid at
maturity by the use of proceeds of released property),
from and after the time when all bonds of such series shall have
ceased to be outstanding, such excess principal amount of bonds
of such series shall be deemed not to have been cancelled or
redeemed pursuant to the provisions of said Section 2.12 of the
Original Indenture, but shall be deemed to have been redeemed
pursuant to Section 9.01 of the Original Indenture."
The amendments of Article XVII of the Original Indenture set
forth above shall, subject to the Company and the Trustee
entering into an indenture or indentures supplemental to the
Original Indenture for the purpose of so amending said Article
XVII, become effective at the earlier of (a) such date as no
bonds created prior to the bonds of the Twenty-third Series shall
remain outstanding or (b) such date as the holders of all then
outstanding bonds of all series created prior to the bonds of the
Twenty-third Series shall have consented thereto. No further vote
or consent of the holders of bonds of the Twenty-third through
Fifty-second Series shall be required to permit such amendments
to become effective.
ARTICLE THREE
SUNDRY PROVISIONS
Section 3.01. This Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Original
Indenture, and shall form a part thereof, and the Original
Indenture as heretofore supplemented is hereby confirmed and
adopted by the Company as its obligation. All terms used in this
Supplemental Indenture shall be taken to have the same meaning as
in the Original Indenture except in cases where the context
clearly indicates otherwise.
Section 3.02. All recitals in this Supplemental Indenture
are made by the Company only and not by the Trustee; and all of
the provisions contained in the Original Indenture as heretofore
supplemented in respect of the rights, privileges, immunities,
powers and duties of the Trustee shall be applicable in respect
hereof as fully and with like effect as if set forth herein in
full. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or the due execution hereof by the
Company.
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<PAGE>
Section 3.03. Although this Supplemental Indenture is dated
for convenience and for the purpose of reference as of July 1,
1993 the actual date or dates of execution by the Company and by
the Trustee are as indicated by their respective acknowledgments
hereto annexed.
Section 3.04. Nothing in this Supplemental Indenture
contained shall, or shall be construed to, confer upon any person
other than a holder of bonds issued under the Mortgage, the
Company and the Trustee any right or interest to avail himself of
any benefit under any provision of the Mortgage.
Section 3.05. This Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
Section 3.06. The headings of Articles, Sections and
subsections contained in this Supplemental Indenture are included
for convenient reference only and shall not be deemed to be a
part of this Supplemental Indenture.
Section 3.07. The Company gives notice that it claims the
benefit of Sections 29-1-10 and 29-3-80, S.C. Code of Laws
(1976), as amended (R.197, enacted into law June 14, 1993),
concerning the continuation of the lien until satisfied or
released of record and attachment to after-acquired real property
of the lien of both the Original Indenture, dated as of January
1, 1945, and all supplements and amendments thereto, consisting
of Fifty-one Supplemental Indentures (and various other
unnumbered, but recorded supplemental mortgages of after-acquired
property for individual tracts or parcels), including the Fourth
Supplemental Indenture, dated as of April 1, 1950, under which
the Company assumed the Original Indenture as described on page
two herein. The Original Indenture and the Fifty-one
Supplemental Indentures and unnumbered supplements are recorded
in the mortgage book of the appropriate counties; the Original
Indenture and the Fourth Supplemental Indenture being recorded at
the book and page numbers in such counties as set forth on
Exhibit A attached hereto. The notice on the cover of this
Fifty-second Supplemental Indenture is given pursuant to the
aforesaid laws.
Section 3.08. This Supplemental Indenture is intended by the
parties hereto, as to properties now or hereafter encumbered by
the Mortgage and located within the State of Georgia, to operate
and is to be construed as granting a lien only on such properties
and not as a deed passing title thereto.
The debtor and its mailing address are South Carolina
Electric & Gas Company, 1426 Main Street, Columbia, South
Carolina 29218. The secured party and its address from which
information concerning the security interest may be obtained are
Chemical Bank, 450 West 33rd Street, 15th Floor, New York, New
York 10001.
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<PAGE>
ARTICLE FOUR
REGARDING 1993 INDENTURE
Section 4.01 Lien of 1993 Indenture. Certain of the
mortgaged and pledged property under the Original Indenture and
any supplements thereto has been subjected to the lien of that
certain Indenture from Company to NationsBank of Georgia,
National Association, dated as of April 1, 1993, as heretofore
supplemented, and recorded prior to the recording hereof as shown
in Exhibit B hereto. Reference is made to that certain
Indenture, as supplemented, for a statement of the properties
subject thereto.
In Witness Whereof, South Carolina Electric & Gas Company
has caused this Supplemental Indenture to be executed in its
corporate name by its President or one of its Vice Presidents and
its corporate seal to be hereunto affixed and to be attested by
its Secretary or one of its Assistant Secretaries, and Chemical
Bank, to evidence its acceptance hereof, has caused this
Supplemental Indenture to be executed in its corporate name by
its President or one of its Vice Presidents or Assistant Vice
Presidents and its corporate seal to be hereunto affixed and to
be attested by its Secretary or one of its Assistant Secretaries,
in several counterparts, all as of the day and year first above
written.
South Carolina Electric & Gas Company
(Seal)
By
Vice President and Treasurer
Attest:
Secretary
In the presence of:
62
CHEMICAL BANK
(Seal)
By
Vice President
Attest:
Assistant Secretary
In the presence of:
63
<PAGE>
STATE OF SOUTH CAROLINA ) ss.:
COUNTY OF RICHLAND )
Personally appeared before me Elaine S. Price, and, being duly
sworn, made oath that she saw the corporate seal of South Carolina
Electric & Gas Company affixed to the above written Supplemental
Indenture, and that she also saw B. T. Horton, the Vice President and
Treasurer, with Kevin B. Marsh, Secretary, of said South Carolina
Electric & Gas Company sign and attest the same, and that she,
deponent, with Sue A. Whitman, witnessed the execution and delivery
thereof as the act and deed of South Carolina Electric & Gas Company.
Elaine S. Price
Subscribed and sworn to before me this
13th day of July, 1993.
Sue A. Whitman
Notary Public for South Carolina
My Commission Expires December 7, 1997
STATE OF SOUTH CAROLINA ) ss.:
COUNTY OF RICHLAND )
On this 13th day of July, in the year one thousand nine hundred
and ninety-three, before me personally came B. T. Horton, to me known,
who, being by me duly sworn, did depose and say that he resides at
Columbia, South Carolina; that he is the Vice President and Treasurer
of South Carolina Electric & Gas Company, the corporation described in
and which executed the foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that he signed his name thereto by
like order.
Sue A. Whitman
Notary Public for South Carolina
My Commission Expires December 7, 1997
(Notarial Seal)
64
<PAGE>
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
Personally appeared before me GLENN McKEEVER, and, being
duly sworn, made oath that he saw the corporate seal of CHEMICAL BANK
affixed to the above Supplemental Indenture, and that he also saw W.
B. DODGE, Vice President, with DANIEL J. MAHONEY, Trust Officer, of
said CHEMICAL BANK, sign and attest the same, and that he, deponent,
with ANNE G. BRENNER, witnessed the execution and delivery thereof as
the act and deed of CHEMICAL BANK.
Subscribed and sworn to before me this
13th day of July, 1993.
Glenn McKeever
(NOTARIAL SEAL)
Notary Public, State of
No.
Qualified in County
Certificate filed in County
Commission Expires
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
On this 13th day of July, in the year one thousand nine hundred
and ninety-three,before me personally came W. B. DODGE, to me known,
who, being by me duly sworn, did depose and say that he resides at
3582 Kenora Place, Seaford, New York; that he is a Vice President of
CHEMICAL BANK, the corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said corporation,
and that he signed his name thereto by like order.
Notary Public, State of
No.
Qualified in County
Certificate filed in County
Commission Expires
(NOTARIAL SEAL)
5
<PAGE>
Exhibit 4-G
SOUTH CAROLINA ELECTRIC & GAS COMPANY
TO
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION,
Trustee
SECOND SUPPLEMENTAL INDENTURE
(Supplemental To Indenture Dated As Of April 1, 1993)
PROVIDING FOR
FIRST MORTGAGE BONDS
Dated as of June 15, 1993
THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, AS TRUSTEE, DATED
APRIL 1, 1993 (THE "INDENTURE"), RECORDED IN THE RMC OFFICE OF THIS
COUNTY AS DESCRIBED ON EXHIBIT A HERETO, AS HERETOFORE AMENDED AND
SUPPLEMENTED AND AS AMENDED AND SUPPLEMENTED BY THIS SECOND
SUPPLEMENTAL INDENTURE THERETO IS SUBJECT TO, AND IS INTENDED TO
TAKE ADVANTAGE OF, THE PROVISIONS OF SECTIONS 29-1-10 AND 29-3-80,
S. C. CODE OF LAWS (1976), AS AMENDED. THE LIEN OF THE INDENTURE, AS
SUPPLEMENTED OR AMENDED FROM TIME TO TIME, SHALL CONTINUE UNTIL
SATISFIED OR RELEASED OF RECORD REGARDLESS OF WHETHER OR NOT SUCH
INDENTURE STATES A MATURITY DATE. FURTHER, AS SET FORTH IN THE
INDENTURE, THE LIEN AFFECTS AFTER-ACQUIRED PROPERTY.
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<PAGE>
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of June 15, 1993,
between SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation duly
organized and existing under the laws of the State of South
Carolina (herein called the "Company"), and NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, a national banking association, as trustee
(herein called the "Trustee");
WHEREAS, the Company heretofore executed and delivered to the
Trustee an Indenture, dated as of April 1, 1993 (herein referred to
as the "Original Indenture"), which Original Indenture was executed
and delivered by the Company to secure the payment of Securities
issued or to be issued under and in accordance with the provisions
thereof, the Original Indenture being recorded as shown as Exhibit
A hereto; and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee the following supplemental indentures:
DESIGNATION DATED AS OF
First Supplemental
Indenture.....................................June 1, 1993
supplemental to the Original Indenture; the Original Indenture,
together with all instruments stated to be supplemental thereto
to which the Trustee has heretofore been or shall hereafter be a
party, including the aforesaid supplemental indenture and this
Second Supplemental Indenture, being herein sometimes referred to
collectively as the "Mortgage;" and
WHEREAS, Section 1701 of the Mortgage provides that the
Company and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental to the Original
Indenture, for various purposes including to add one or more
covenants of the Company and to establish the terms of Securities
of any series as contemplated by Section 201 of the Mortgage; and
WHEREAS, the Company now desires to create additional series
of Securities and to add to its covenants contained in the
Mortgage certain other covenants to be observed by it; and
WHEREAS, there have been issued under the Original Indenture
as heretofore supplemented the following series of First Mortgage
Bonds, of which the following principal amounts were outstanding
at the date of this Supplemental Indenture:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
0% Per Annum due 1993
"Bonds of the Original Series" $1,000 $1,000
7 5/8% Series due 2023
"Bonds of the First Series" $100,000,000 $100,000,000
; and
WHEREAS, the execution and delivery by the Company of this
Second Supplemental Indenture, and the terms of the Securities,
have been duly authorized by the Company as provided in the
Mortgage;
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<PAGE>
THE PARTIES HEREBY COVENANT AND AGREE as follows:
ARTICLE FIRST
Additional Securities
SECTION 1.01. Description of Series.
There shall be one or more additional series of Securities
designated "First Mortgage Bonds," to bear such further
designations as hereafter provided, which series shall be
unlimited in principal amount, subject to the limitation on the
maximum aggregate principal amount of Securities permitted to be
secured by the Mortgage pursuant to Section 201 of the Original
Indenture ($5,000,000,000 as of the date hereof), as the same may
hereafter be increased or decreased by amendment or supplement to
the Mortgage. The forms of the Securities of each such Series
shall be established by an Officer's Certificate delivered to the
Trustee on or before the date of first authentication of
Securities of each such Series and shall contain suitable
provisions with respect to the matters hereinafter in this
Article specified, including any further designation or
descriptive title, the date or dates of Maturity for the
Securities of each such Series, the rate or rates at which the
Securities of each such Series shall bear interest, the date or
dates on which such interest shall be payable, the date from
which the Securities of each such Series shall bear interest if
such date is not the date of first authentication of Securities
of each such Series, and other matters permitted by Section 201
of the Mortgage. Such additional Securities shall be issued as
fully registered Securities in denominations of One Thousand
Dollars and, at the option of the Company, in any integral
multiple or multiples thereof (the exercise of such option to be
evidenced by the execution and delivery thereof). Unless
otherwise provided in the Officer's Certificate establishing the
form of the Securities of each such Series, the principal of, and
premium, if any, and interest, if any, on the Securities of each
such Series shall be payable at the office and agency of the
Company in Atlanta, Georgia, in such coin or currency of the
United States of America as at the time of payment is legal
tender for public and private debts. The Securities of each such
Series shall be dated as in the Mortgage provided.
ARTICLE SECOND
Miscellaneous
SECTION 2.01. Definitions
Subject to the amendments provided for in this
Supplemental Indenture, the terms defined in the Original
Indenture as heretofore supplemented shall, for all purposes of
this Supplemental Indenture, have the meanings specified in the
Original Indenture.
SECTION 2.02. Acceptance of Trust
The Trustee hereby accepts the trust herein created and
agrees to perform the same upon the terms and conditions in the
Original Indenture as heretofore supplemented set forth and upon
the following terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect to the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made by the Company
alone. In general each and every term and condition contained in
Article Sixteen of the Mortgage shall apply to and form part of
this Supplemental Indenture with the same force and effect as if
the same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make
the same conform to the provisions of this Supplemental
Indenture.
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<PAGE>
SECTION 2.03. Successors and Assigns
Whenever in this Supplemental Indenture either of the
parties hereto is named or referred to, this shall, subject to
the provisions of Articles Fifteen and Sixteen of the Mortgage,
be deemed to include the successors and assigns of such party,
and all the covenants and agreements in this Supplemental
Indenture contained by or on behalf of the Company, or by or on
behalf of the Trustee, or either of them, shall, subject as
aforesaid, bind and inure to the respective benefits of the
respective successors and assigns of such parties, whether so
expressed or not.
SECTION 2.04. Benefit of the Parties
Nothing in this Supplemental Indenture, express or
implied, is intended, or shall be construed, to confer upon, or
to give to any person, firm or corporation, other than the
parties hereto and the Holders of the Securities Outstanding
under the Mortgage, any right, remedy or claim under or by reason
of this Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in the
Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties hereto
and of the Holders of the Securities Outstanding under the
Mortgage.
SECTION 2.05. Effect in Georgia
This Supplemental Indenture is intended by the parties
hereto, as to properties now or hereafter encumbered by the
Mortgage and located within the State of Georgia, to operate and
is to be construed as granting a Lien only on such properties and
not as a deed passing title thereto.
SECTION 2.06. Notice of Claim of Benefit of Laws
The Company gives notice that it claims the benefit of
Sections 29-1-10 and 29-3-80, S. C. Code of Laws (1976), as
amended (S.589, enacted into law June 14, 1993), concerning the
continuation of the lien until satisfied or released of record
and attachment to after-acquired real property of the lien of
both the Original Indenture, dated as of April 1, 1993, and the
First Supplemental Indenture, dated as of June 1, 1993, and all
supplements and amendments thereto. The Original Indenture and
the First Supplemental Indenture are recorded in the counties and
at the book and page numbers set forth on Exhibits A and B,
respectively, attached hereto. The Notice on the cover of this
Second Supplemental Indenture is given pursuant to the aforesaid
laws.
SECTION 2.07. Counterparts
This Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all
of which shall constitute but one and the same instrument.
69
<PAGE>
IN WITNESS WHEREOF, South Carolina Electric & Gas
Company has caused this Supplemental Indenture to be executed in
its corporate name by its President or one of its Vice Presidents
and its corporate seal to be hereunto affixed and to be attested
by its Secretary or one of its Assistant Secretaries, and
NationsBank of Georgia, National Association, to evidence its
acceptance hereof, has caused this Supplemental Indenture to be
executed in its corporate name by one of its Vice Presidents or
Trust Officers and its corporate seal to be hereunto affixed and
to be attested by one of its Vice Presidents or one of its Trust
Officers, in several counterparts, all as of the day and year
first above written.
SOUTH CAROLINA ELECTRIC & GAS COMPANY
By:
Vice President and Treasurer
Attest:
Assistant Secretary
In the presence of:
70<PAGE>
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
By:
Vice President
Attest:
Vice President
In the presence of:
71
<PAGE>
STATE OF SOUTH CAROLINA )
) ss.:
On the 25th day of June, 1993, personally appeared
before me Cathy C. Boone, and, being duly sworn, made oath that
she saw the corporate seal of South Carolina Electric & Gas
Company affixed to the above written Indenture and that she also
saw B. T. Horton, Vice President and Treasurer, with E. C.
Roberts, Assistant Secretary, of said South Carolina Electric &
Gas Company sign and attest the same, and that she, deponent,
with Sue A. Whitman, witnessed the execution and delivery thereof
as the act and deed of South Carolina Electric & Gas Company.
Cathy C. Boone
Subscribed and sworn to before
me the 25th day of June, 1993.
Notary Public for South Carolina
My Commission expires December 7, 1997
72
<PAGE>
STATE OF GEORGIA )
) ss.:
COUNTY OF FULTON )
On the 25 day of June 1993, personally appeared before me
_______, and, being duly sworn, made oath that she saw the
corporate seal of NationsBank of Georgia, National Association,
affixed to the above written Indenture and that she also saw
Harry G. Evans, Vice President, with _________________, Vice
President, of said NationsBank of Georgia, National Association,
sign and attest the same, and that she, deponent, with
_______________, witnessed the execution and delivery thereof as
the act and deed of NationsBank of Georgia, National Association.
Subscribed and sworn to before
me the 25 day of June, 1993.
Notary Public for Georgia
My Commission Expires______________
73
<PAGE>
EXHIBIT A
The Collateral Trust Mortgage dated as of April 1, 1993 with
NationsBank of Georgia, National Association, as Trustee, has
been filed for the record and correctly indexed as a mortgage on
real estate as of April 27, 1993, in the appropriate recording
office in each of the following counties in the State of South
Carolina:
Real Estate
County Mortgage BookPage
1. Abbeville 10-E 1
2. Aiken 1521 1
3. Allendale 81 360
4. Bamberg 105 1
5. Barnwell 225 1
6. Beaufort 543 2220
7. Berkeley 276 152
8. Calhoun 84 138
9. Charleston C-226 492
10. Chester 664 18
12. Colleton 529 124
13. Dorchester 1133 107
14. Edgefield 460 1
15. Fairfield 322 33
16. Greenwood 492 466
17. Hampton 185 73
18. Jasper 92 44
19. Kershaw 165 1
20. Lexington 2513 173
21. McCormick 89 96
22. Newberry 396 256
23. Orangeburg 598 0064
24. Richland M-1563 744
25. Saluda 262 328
26. Union 190 136
As the same may have been supplemented from time to time.
74
<PAGE>
Exhibit 5
SOUTH CAROLINA ELECTRIC & GAS COMPANY
1426 Main Street
Columbia, South Carolina 29201
March 3, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I refer to the proposed issue and sale from time to time in
one or more series of up to $200,000,000 principal amount of First
Mortgage Bonds (the "Bonds") by South Carolina Electric & Gas
Company (the "Company"), with respect to which the Company proposes
to file a Registration Statement on Form S-3 with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, and Rule 415 thereof.
In connection therewith, I have examined (a) the proposed
Registration Statement, dated March 3, 1995 (the "Registration
Statement"), to which this opinion is attached as an exhibit; (b)
the Indenture of Mortgage, dated as of January 1, 1945, made by
South Carolina Power Company to Central Hanover Bank and Trust
Company (now Chemical Bank), as trustee, as supplemented by three
supplemental indentures thereto executed by South Carolina Power
Company and by forty-nine supplemental indentures thereto executed
by the Company (the "Class A Mortgage"); (c) the Indenture dated as
of April 1, 1993 between the Company and NationsBank of Georgia,
National Association, as trustee, as supplemented by two
supplemental indentures thereto executed by the Company (the
"Mortgage"); and (d) such other corporate documents, proceedings
and matters of law as I have considered necessary.
Based on the foregoing, I am of the opinion that, with respect
to the Bonds of each series, when (a) the Registration Statement,
and any amendments thereto, have become effective under the
Securities Act of 1933, as amended, (b) the Mortgage has been
qualified under the Trust Indenture Act of 1939, as amended, (c) an
appropriate order relating to such Bonds has been obtained from The
Public Service Commission of South Carolina, (d) the Board of
Directors of the Company has authorized the issuance and sale of
the Bonds of such series, (e) a prospectus supplement relating to
such series has been filed with, or mailed for filing to, the
Securities and Exchange Commission and (f) the Bonds of such series
have been duly executed, authenticated, issued and delivered in
accordance with the Mortgage and the corporate and governmental
authorizations aforesaid, the Bonds of such series will be duly
authorized and will constitute legal, valid and binding obligations
of the Company and will be entitled to the benefits and security of
the Mortgage.
I hereby consent to filing of this opinion with the
Registration Statement and to the use of my name under the caption
"Experts" included therein.
Sincerely,
s/Asbury H. Gibbes
Asbury H. Gibbes
General Counsel
SCANA Corporation
75
<PAGE>
<TABLE>
Exhibit 12
<S> <C> <S> <C> <C> <C> <C> <C> <C>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For Each of the Five Years Ended December 31, 1994
(Thousands of Dollars)
Year Ended December 31,
1994 1993 1992 1991 1990
Fixed Charges as defined:
Interest on long-term debt.................. $ 85,368 $ 77,975 $ 79,452 $ 73,474 $ 67,255
Amortization of debt premium, discount and
expense (net).............................. 1,993 1,435 765 776 600
Interest on debt to affiliate............... 279 29 16 830 2,232
Other interest expense...................... 4,910 5,783 6,761 6,260 9,394
Interest component of rentals............... 2,692 2,823 923 885 948
Total Fixed Charges (A)................. $ 95,242 $ 88,045 $ 87,917 $ 82,225 $ 80,429
Earnings, as defined:
Income...................................... $152,043 $145,968 $102,163 $122,836 $120,839
Income taxes................................ 82,716 80,738 50,158 67,863 66,389
Total fixed charges above................... 95,242 88,045 87,917 82,225 80,429
Total Earnings (B)...................... $330,001 $314,751 $240,238 $272,924 $267,657
Ratio of Earnings to fixed charges (B/A)...... 3.46 3.57 2.73 3.32 3.33
</TABLE>
76
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of South Carolina Electric & Gas Company on Form S-3 of the reports of Deloitte
& Touche dated February 7, 1994 appearing in the Annual Report on Form 10-K of
South Carolina Electric & Gas Company for the year ended December 31, 1993, and
to the reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
March 3, 1995
77
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned directors of South Carolina Electric & Gas
Company (the "Company"), hereby appoint L. M. Gressette, Jr., W. B.
Timmerman, and each of them severally, as the attorney-in-fact of
the undersigned, to sign in the name and behalf of the undersigned,
in any and all capacities stated therein, and to file with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, a Registration Statement on Form S-3, and any and
all amendments thereto, with respect to the issuance and sale from
time to time of up to $200,000,000 of such Company's First Mortgage
Bonds in one or more series.
Dated February 15, 1994
Columbia, South Carolina
s/B. L. Amick s/W. H. Hipp
B. L. Amick W. H. Hipp
Director Director
s/W. B. Bookhart, Jr. s/B. D. Kenyon
W. B. Bookhart, Jr. B. D. Kenyon
Director Director
s/H. M. Chapman s/F. C. McMaster
H. M. Chapman F. C. McMaster
Director Director
s/J. B. Edwards s/Henry Ponder
J. B. Edwards Henry Ponder
Director Director
s/E. T. Freeman s/J. B. Rhodes
E. T. Freeman J. B. Rhodes
Director Director
s/B. A. Hagood s/E. C. Wall, Jr.
B. A. Hagood E. C. Wall, Jr.
Director Director
78
<PAGE>
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
58-0193243
(I.R.S. employer identification no.)
600 Peachtree Street, N.E.
Suite 900
Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
John T. Henderson
NationsBank of Georgia, National Association
Area Administration
6000 Feldwood Road
College Park, Georgia 30349
(404) 774-6074
(Name, Address and telephone number of agent for service)
with a copy to:
NationsBank of Georgia, National Association
Corporate Trust
600 Peachtree Street, Suite 900
Atlanta, GA 30308
SOUTH CAROLINA ELECTRIC & GAS COMPANY
(Exact name of obligor as specified in its charter)
South Carolina 57-0248695
(State of other jurisdiction (IRS Employer
of incorporation or organization) identification no.)
1426 Main Street
Columbia, South Carolina 29201
(803) 748-3000
(Name, address, including zip code, and telephone number,
including area code, of principal executive office)
First Mortgage Bonds
(Title of the indenture securities)
79
<PAGE>
1. General information.
Furnish the following information as to the trustee-
(a) Name and address of each examining or supervising authority to which it
is subject.
The Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obliger.
If the obligor is an affiliate of the trust, describe each such affiliation.
None.
16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
(1) A copy of the Articles of Association of the trustee as now in
effect. (See Exhibit 1 to Form T-1, Exhibit 25 to Registration No.
33-50233, which is incorporated herein by reference.)
(2) A copy of the certificate of authority of the trustee to commence
business.
(3) A copy of the authorization of the trustee to exercise corporate trust
powers.
(4) A copy of the existing by-laws of the trustee, as amended to date.
(See Exhibit 4 to Form T-1, Exhibit 25 to Registration No. 33-50233,
which is incorporated herein by reference.)
(6) The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
80
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, NationsBank of Georgia, National Association, a corporation organized
and existing under the laws of the United States of America, has duly caused
this statement of eligibility and qualification to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of Atlanta and
the State of Georgia, on the 2nd day of March, 1995.
NATIONSBANK OF GEORGIA
NATIONAL ASSOCIATION
By: s/Elizabeth Talley
Elizabeth Talley
Assistant Vice President
81
<PAGE>
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trustee Indenture
Act of 1939 in connection with the proposed issuance of South Carolina Electric
& Gas Company First Mortgage Bonds, NationsBank of Georgia, National Association
hereby consents that reports of examinations by Federal, State, Territorial or
District Authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
NATIONSBANK OF GEORGIA
NATIONAL ASSOCIATION
By: s/Elizabeth Talley
Elizabeth Talley
Assistant Vice President
82
<PAGE>
EXHIBIT 2 TO FORM T-1
Comptroller of the Currency
Administrator of National Banks
Washington, D. C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq. as amended, has possession, custody and control
of all records pertaining to the chartering, regulation and supervision of all
National Banking Associations.
2. "NationsBank of Georgia, National Association", Atlanta, Georgia, (Charter
No. 13068), a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name
and caused my seal of office
to be affixed to these presents
at the Treasury Department, in
the City of Washington and District
of Columbia, this 27th day of
October, 1994.
s/Eugene A. Ludwig
Comptroller of the Currency
83
<PAGE>
EXHIBIT 3 TO FORM T-1
Comptroller of the Currency
Administrator of National Banks
Washington, D. C. 20219
Certification of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify the records
of this Office evidence "NationsBank of Georgia, National Association", Atlanta,
Georgia, (Charter No. 13068), was granted, under the hand and seal of the
Comptroller, the right to act in all fiduciary capacities authorized under the
provisions of The Act of Congress approved September 29, 1962, 76 Stat. 668, 12
U.S.C. 92a. I further certify the authority so granted remains in full force
and effect.
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name
and caused my seal of Office
of the Comptroller of the
Currency to be affixed to these
presents at the Treasury
Department, in the City of
Washington and District of
Columbia, this 27th day of
October, 1994.
s/Eugene A. Ludwig
Comptroller of the Currency
84
<PAGE>
EXHIBIT 7 TO FORM T-1
Comptroller of the Currency
Administrator of National Banks
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the NationsBank of Georgia,
N.A. of Atlanta, in the state of Georgia, at the close of business on December
31, 1994 published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter Number 13281,
Comptroller of the Currency, Atlanta District.
Statement of Resources and Liabilities
Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...... 1,461,889
Securities:
Held-to-maturity securities........................... 2,262,381
Available-for-sale securities......................... 1,704,228
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold.................................... 327,598
Securities purchased under agreements to resell....... 50,963
Loans and lease financing receivables:
Loans and leases, net of unearned income..........10,515,223
LESS: Allowance for loan and lease losses........ 144,407
Loans and leases, net of unearned income,
allowance, and reserve............................... 10,370,816
Assets held in trading accounts.......................... 17,966
Premises and fixed assets (including capitalized leases). 185,993
Other real estate owned.................................. 7,316
Customer' liability to this bank on acceptances
outstanding............................................ 185,160
Intangible assets........................................ 39,069
Other assets............................................. 170,761
Total assets............................................. 16,784,140
85<PAGE>
LIABILITIES
Deposits:
In domestic offices....................................... 8,563,349
Noninterest-bearing.......................................2,854,657
Interest-bearing..........................................5,708,692
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased.............................. 5,493,214
Securities sold under agreements to repurchase....... 305,789
Demand notes issued to the U.S. Treasury............... 49,994
Trading Liabilities.................................... 4,846
Other borrowed money:
With original maturity of one year or less......... 144,728
With original maturity of more than one year....... 492
Bank's liability on acceptances executed and
outstanding........................................... 185,160
Subordinated notes and debentures...................... 270,000
Other liabilities...................................... 706,065
Total liabilities...................................... 15,723,637
EQUITY CAPITAL
Common stock........................................... 97,747
Surplus................................................ 232,803
Undivided profits and capital reserves................. 768,850
Less: Net unrealized gains (losses) on available-for-sale
securities............................................ (38,897)
Total equity capital................................... 1,060,503
Total liabilities, limited-life preferred stock, and equity
capital............................................... 16,784,140
We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with
the instructions and is true and correct.
Jim Lientz
Hugh M. Chapman Directors
Ken Lewis
86
