Rule 424(b)(2)
Registration Statement No. 33-57955
Prospectus Supplement
(To Prospectus dated March 17, 1995)
$100,000,000
South Carolina Electric & Gas Company
First Mortgage Bonds
7 5/8 % Series due April 1, 2025
Interest Payable April 1 and October 1
Interest on the bonds offered hereby (the "New Bonds") is
payable on April 1 and October 1, commencing October 1, 1995. The
New Bonds will be redeemable, at the option of the Company, on or
after April 1, 2005, at the redemption prices set forth herein.
Registered holders may elect to have the New Bonds, or any portion
thereof that is an integral multiple of $1,000, repaid on April 1,
2005, at the principal amount thereof together with interest payable
to the date of repayment. Notice of such election, which will be
irrevocable, must be delivered within the period commencing February
1, 2005 and ending at the close of business on March 1, 2005. See
"Certain Terms of the New Bonds."
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 SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(1)(3)
Per Bond................ 100% 650% 99.350%
Total................... $100,000,000 $650,000 $99,350,000
(1) Plus accrued interest, if any, from April 1, 1995.
(2) See "Underwriting."
(3) Before deducting expenses estimated at $150,000, which are payable by
the Company.
The New Bonds are offered by the Underwriter, subject to prior
sale, when, as and if delivered to and accepted by the Underwriter, and
subject to its right to reject orders in whole or in part. It is
expected that delivery of the New Bonds will be made in New York City
on or about April 12, 1995.
PaineWebber Incorporated
The date of this Prospectus Supplement is April 5, 1995.
1
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE 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 STABILIZATION, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The net proceeds from the sale of the New Bonds offered hereby
will be used for the repayment of short- and long-term debt incurred
for the financing of the Company's construction program and general
corporate purposes.
<TABLE>
SELECTED FINANCIAL DATA
<S> <C> <C> <C>
Twelve Months Ended
December 31, December 31,
1994 1993
(Thousands of Dollars, Except Ratios)
(Unaudited)
Consolidated Statements of Income Data:
Operating Revenues.................... $1,181,274 $1,118,433
Operating Income...................... 230,418 219,319
Income Before Interest Charges........ 237,689 225,904
Interest Charges...................... 85,646 79,936
AFC (includes allowance for both
equity and borrowed funds).......... 14,893 12,782
Deferred Return on Plant Investment... 4,246 4,246
Net Income............................ 152,043 145,968
Ratio of Earnings to Fixed Charges (1).. 3.46 3.57
Net Utility Plant....................... 2,998,132 2,687,193
As of December 31, 1994
Actual Percentage Adjusted(2) Percentage(2)
(Thousands of Dollars, Except Percentages)
(Unaudited)
Capitalization:
Long-Term Debt (3)......... $1,219,991 50.2% $1,319,991 52.2%
Cumulative Preferred Stock
(not subject to purchase
or sinking funds)........ 26,027 1.1 26,027 1.0
Cumulative Preferred Stock
(subject to purchase or
sinking funds)(4)........ 49,528 2.0 49,528 2.0
Common Stock Equity........ 1,133,432 46.7 1,133,432 44.8
Total.................... $2,428,978 100.0% $2,528,978 100.0%
(1) For purposes of these ratios, earnings represent net income plus income taxes
and fixed charges. Fixed charges represent interest and the estimated interest
portion of annual rentals.
(2) Gives effect to the sale of all the New Bonds offered hereby.
(3) Excludes current portion of long-term debt of $33,042,000.
(4) Excludes current portion of preferred stock of $2,418,000.
</TABLE>
S-2
<PAGE>
CERTAIN TERMS OF THE NEW BONDS
The First Mortgage Bonds, 7 5/8% Series due April 1, 2025 offered
hereby will be issued under a Supplemental Indenture dated as of June
15, 1993 from the Company to NationsBank of Georgia, National
Association ("Trustee"). The following information concerning the New
Bonds offered hereby supplements and should be read in conjunction with
the statements under "Description of the New Bonds" in the accompanying
Prospectus.
Form and Denomination
The New Bonds will be issued in fully registered form in
denominations of $1,000 and integral multiples thereof.
Interest and Maturity
The New Bonds will bear interest from April 1, 1995 at the rate
shown in their title, payable semi-annually on April 1 and October 1 of
each year commencing on October 1, 1995, to holders of record on the
preceding March 15 and September 15, respectively, and will mature
April 1, 2025. The principal and interest are payable at the office or
agency of the Company in Atlanta, Georgia (currently, the Trustee).
The New Bonds will be limited to $100,000,000 in aggregate principal
amount.
Redemption
The New Bonds will not be redeemable prior to April 1, 2005. On
and after that date, the New Bonds will be redeemable, at the option of
the Company, as a whole at any time or in part from time to time on at
least 30 days' notice, at a redemption price (expressed as a percentage
of principal amount) of 102% if redeemed prior to April 1, 2010, and
100% if redeemed on or after such date, in each case together with
accrued interest to the date fixed for redemption.
Repayment at Option of Holder
The New Bonds will be repayable on April 1, 2005, at the option of
their registered holders, at 100% of their principal amount together
with interest payable to the date of repayment. In order for a New
Bond to be repaid on April 1, 2005, the Company must receive at its
office or agency in Atlanta, Georgia (currently, the Trustee), within
the period commencing on February 1, 2005 and ending at the close of
business on March 1, 2005 (or, if such March 1 is not a business day,
the next succeeding business day), such New Bond with the form entitled
"Option to Elect Repayment" on the reverse of, or otherwise
accompanying, such New Bond duly completed. Any such election so
received by the Company within such period shall be irrevocable. The
repayment option may be exercised by the registered holder of a New
Bond for less than the entire principal amount of such New Bond
provided the principal amount which is to be repaid is equal to $1,000
or an integral multiple of $1,000. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any New Bond
for repayment will be determined by the Company, whose determination
will be final and binding.
BASIS FOR ISSUANCE OF NEW BONDS
The New Bonds will be issued upon the basis of $100,000,000 of
Class A Bonds held by the Trustee and designated by the Company as the
basis for such issuance. After the issuance of the New Bonds, the
Company will be able to issue $185,000,000 of additional Bonds on the
basis of a like principal amount of Class A Bonds held by the Trustee
and available for such purpose. See "Description of the New Bonds" in
the accompanying Prospectus.
S-3
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement
with the Company, PaineWebber Incorporated (the "Underwriter") has
agreed to purchase the $100,000,000 principal amount of the New Bonds.
The Underwriting Agreement provides that the several obligations
of the Underwriter thereunder are subject to the approval of certain
legal matters by counsel and to various other conditions. The
Underwriter is committed to purchase all of the New Bonds offered
hereby if any are purchased.
The Underwriter has advised the Company that the Underwriter
proposes to offer the New Bonds to the public initially at the offering
price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of .40%
of the principal amount of the New Bonds. The Underwriter may allow,
and such dealers may reallow, a concession not in excess of .25% of the
principal amount of the New Bonds to certain other dealers. After the
initial public offering, the public offering price, concession and
discount may be changed by the Underwriter.
There is at present no trading market for the New Bonds. The
Underwriter is not obligated to make a market in the New Bonds, and the
Company cannot predict whether a trading market for the New Bonds will
develop or, if developed, will be maintained.
The Company has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities Act of
1933, as amended.
S-4
<PAGE>
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 March 17, 1995.
1
<PAGE>
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, 1994 ("Form 10-K") filed with the Commission by the
Company pursuant to the Exchange Act (File No. 1-3375), is 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.
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.
2
<PAGE>
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 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.
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.
3
<PAGE>
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)
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)
4
<PAGE>
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)
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)
5
<PAGE>
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)
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
Securities; and (iv) cash deposited with the Trustee. (Sections 301
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)
6
<PAGE>
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 (with certain exceptions) may (i) be withdrawn 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, 706(b) and 1005)
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 paid all
amounts then due and payable with respect to the Outstanding Bonds
(other than principal due and payable solely because of the
acceleration of their maturity) and any other Event of Default (other
than the payment of principal which shall have become due solely by
such declaration of acceleration) shall have been cured or waived.
(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)
7
<PAGE>
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 to the
Trustee, not less often than annually, a brief report as to the
Company's compliance with the conditions and covenants under the
Mortgage. (Article Eight)
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)
8
<PAGE>
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 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
$465.0 million, sufficient to permit the issuance of approximately
$279.0 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.
9
<PAGE>
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)
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.
The Mortgage also provides that, 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. (Mortgage
Section 12.05)
10
<PAGE>
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.
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.
11
<PAGE>
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.
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.
12
<PAGE>
Neither the Company nor the Trustee will have any responsibility
or obligation to the Depository, 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 New Bond; (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 New Bonds; or (v) any other action taken
by the Depository or any Participant.
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, 1994 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.
13
<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.
14
<PAGE>
No person has been authorized to $100,000,000
give any information or to make any
representations in connection with this
offering other than those contained in
this Prospectus Supplement or the
Prospectus and, if given or made,
such other information and representa-
tions must not be relied upon as South Carolina
having been authorized by the Company Electric & Gas
or the Underwriter. Neither the Company
delivery of this Prospectus Supplement
or the Prospectus nor any sale made
hereunder shall, under any
circumstances, create any implication
that there has been no change in the
affairs of the Company since the date
hereof or that the information
contained herein is correct as of any time
subsequent to its date. This Prospectus
Supplement and the Prospectus do not
constitute an offer to sell or a
solicitation of an offer to buy any
securities other than the registered
securities to which they relate. This
Prospectus Supplement and the Prospectus
do not constitute an offer to sell or a
solicitation of an offer to buy such
securities in any circumstances in which First Mortgage Bonds,
such offer or solicitation is unlawful. 7 5/8 % Series
due April 1, 2025
TABLE OF CONTENTS
Page
Prospectus Supplement
Use of Proceeds..................... S-2 PROSPECTUS SUPPLEMENT
Selected Financial Data............. S-2
Certain Terms of the New Bonds...... S-3
Basis for Issuance of New Bonds..... S-3
Underwriting........................ S-4
Prospectus
Available Information............... 2
Incorporation of Certain
Documents by Reference............ 2
The Company......................... 2
Ratio of Earnings to Fixed Charges.. 3
Use of Proceeds..................... 3 PaineWebber Incorporated
Description of the New Bonds........ 3
Book-Entry System................... 11
Plan of Distribution................ 13
Experts............................. 13
Validity of the New Bonds........... 14 April 5, 1995
15
