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Rule 424(b) (2)
File NO. 333-24919
PROSPECTUS SUPPLEMENT
(To Prospectus Dated
April 17, 1997)
1,000,000 Shares
South Carolina Electric & Gas Company
6.52% Cumulative Preferred Stock, Par Value $100 Per Share
The 6.52% Cumulative Preferred Stock, par value $100 per share (the
"Offered Preferred"), offered hereby will be redeemable, in whole or in part,
at any time on or after April 24, 2007, at the option of South Carolina Electric
& Gas Company upon at least 30 days notice at prices set forth herein, plus
accrued and unpaid dividends to the date of redemption. The amount of dividends
payable in respect of the Offered Preferred will be adjusted in the event of
certain amendments to the Internal Revenue Code of 1986, as amended, in respect
of the dividends-received deduction. See "6.52% Cumulative Preferred Stock -
Dividends on Offered Preferred" herein.
The Offered Preferred will be represented by one or more global
certificates registered in the name of The Depository Trust Company ("DTC") or
its nominee. Beneficial interests in the Offered Preferred will be shown on,
and transfers thereof will be effected only through, records maintained by
participants in DTC. Except as described in this Prospectus Supplement or in
the accompanying Prospectus, Offered Preferred in certificated form will not be
issued in exchange for the global certificates. See "Description of New
Preferred Stock - Book Entry Only" in the accompanying Prospectus.
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
ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions (2) Company (3)
Per Share . . . . . . . $100.00 $1.00 $99.00
Total . . . . . . . . . $100,000,000 $1,000,000 $99,000,000
(1) Plus accrued dividends from date of original issuance.
(2) See "Underwriting."
(3) Before deducting expenses estimated at $108,303 which are payable by the
Company.
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The shares of Offered Preferred 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
Offered Preferred will be made only in book-entry form through the
facilities of DTC on or about April 24, 1997 against payment
therefor in immediately available funds.
PaineWebber Incorporated
The date of this Prospectus Supplement is April 17, 1997.
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE
PRICE OF THE OFFERED PREFERRED. SUCH TRANSACTIONS MAY INCLUDE
STABILIZING, THE PURCHASE OF THE OFFERED PREFERRED TO COVER SHORT
POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "UNDERWRITING."
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety
by reference to the more detailed information set forth in and
incorporated by reference in the Prospectus and in this Prospectus
Supplement.
The Company
Business.............................. Electric and natural gas utility
operations in South Carolina
Electric and Gas Service Areas........ Central, southern and southwestern
South Carolina
Population of Service Area
(at December 31, 1996).............. Approximately 2.4 million
Customers (at December 31, 1996)
Electric........................... 493,346
Gas................................ 248,496
1996 Electric Energy Sources.......... Coal, 50%; Nuclear, 23%;
Purchased Power and Hydro, 27%
The Offering
Preferred Stock to be Offered......... 1,000,000 Shares 6.52% Cumulative
Preferred Stock, Par Value $100
Per Share (the "Offered Preferred")
Use of Proceeds....................... To reduce short-term indebtedness,
to refinance senior securities,
or for general corporate purposes
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<TABLE>
Summary Financial Information
(Dollar amounts in millions, except per share amounts)
(unaudited)
<S> <C> <C> <C> <C>
Year Ended
December 31, December 31, December 31,
1996 1995 1994
Consolidated Statements of Income Data:
Operating Revenues.................... $1,344,597 $1,211,087 $1,181,274
Operating Income...................... 285,525 255,854 230,418
Income Before Interest Charges........ 289,645 265,407 237,689
Interest Charges...................... 99,163 96,222 85,646
AFC (includes allowance for both
equity and borrowed funds).......... 9,408 20,962 14,893
Net Income............................ 190,482 169,185 152,043
Net Utility Plant....................... 3,196,897 3,157,657 2,998,132
As of December 31, 1996
Actual Percentage Adjusted(1) Percentage(1)
(Thousands of Dollars, Except Percentages)
(Unaudited)
<S> <C> <C> <C> <C> <C>
Capitalization:
Long-Term Debt (2)............. $1,276,758 46.3% $1,276,758 44.7%
Cumulative Preferred Stock
(not subject to purchase or
sinking funds)............... 26,027 0.9 126,027 4.4
Cumulative Preferred Stock
(subject to purchase or
sinking funds)(3)............ 43,014 1.6 43,014 1.5
Common Stock Equity............ 1,413,462 51.2 1,412,462 49.4
Total........................ $2,759,261 100.0% $2,858,261 100.0%
</TABLE>
(1) Gives effect to the sale of 1,000,000 shares of the Offered Preferred.
(2) Excludes current portion of long-term debt of $42,755,000.
(3) Excludes current portion of preferred stock of $2,432,000.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth the historical ratio of earnings to
combined fixed charges and preferred stock dividends of South Carolina
Electric & Gas Company (the "Company") for each of the periods presented:
Years Ended December 31,
1996 1995 1994 1993 1992
3.61 3.25 3.26 3.34 2.55
For purposes of this ratio, earnings represent net income plus taxes and
fixed charges. Fixed charges represent interest charges and the estimated
interest portion of annual rentals.
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6.52% CUMULATIVE PREFERRED STOCK
The following information concerning the Offered Preferred
should be read in conjunction with the statements under
"Description of New Preferred Stock" in the accompanying
Prospectus. Capitalized terms not defined in this Prospectus
Supplement are used as defined in the accompanying Prospectus.
Dividends on Offered Preferred. Dividends on the Offered
Preferred will be payable at the rate of 6.52% per share per annum,
subject to adjustment as described below. The first dividend on
the shares of Offered Preferred will be payable on July 1, 1997 to
shareholders of record on the applicable record date.
Legislation has been introduced in the United States Congress
that may affect holders of the Offered Preferred which are
corporations. Such legislation, as introduced, would reduce the
dividends-received deduction applicable to the Offered Preferred
held by such holders from 70% to 50%. The Company cannot predict
whether this legislation will be enacted into law.
If, prior to 18 months after the date of the original issuance
of the Offered Preferred, one or more amendments to the Internal
Revenue Code of 1986, as amended (the "Code"), are enacted that
reduce the percentage of the dividends-received deduction
(currently 70%) as specified in section 243(a)(1) of the Code or
any successor provision (the "Dividends-Received Percentage"),
certain adjustments may be made in respect of the dividends payable
by the Company, and Post Declaration Date Dividends and Retroactive
Dividends (as such terms are defined below) may become payable, as
described below.
The amount of each dividend payable (if declared) per share of
Offered Preferred for dividend payments made on or after the
effective date of such change in the Code will be adjusted by
multiplying the amount of the dividend payable described above
(before adjustment) by a factor, which will be the number
determined in accordance with the following formula (the "DRD
Formula"), and rounding the result to the nearest cent (with one-
half cent rounded up):
1-.35(1-.70)
1-.35(1-DRP)
For the purposes of the DRD Formula, "DRP" means the
Dividends-Received Percentage (expressed as a decimal) applicable
to the dividend in question; provided, however, that if the
Dividends-Received Percentage applicable to the dividend in
question shall be less than 50%, then the DRP shall equal .50. No
amendment to the Code, other than a change in the percentage of the
dividends-received deduction set forth in section 243(a)(1) of the
Code or any successor provision thereto, will give rise to an
adjustment. Notwithstanding the foregoing provisions, if, with
respect to any such amendment, the Company receives either an
unqualified opinion of nationally recognized independent tax
counsel selected by the Company or a private letter ruling or
similar form of authorization from the Internal Revenue Service
("IRS") to the effect that such amendment does not apply to a
dividend payable on the Offered Preferred, then such amendment will
not result in the adjustment provided for pursuant to the DRD
Formula with respect to such dividend. The opinion referenced in
the previous sentence shall be based upon the legislation amending
or establishing the DRP or upon a published pronouncement of the
IRS addressing such legislation. Unless the context otherwise
requires, references to dividends in this Prospectus Supplement and
the accompanying Prospectus mean dividends as adjusted by the DRD
Formula. The Company's calculation of the dividends payable, as so
adjusted and as certified accurate as to calculation and reasonable
as to method by the independent certified public accountants then
regularly engaged by the Company, shall be final and not subject to
review absent manifest error.
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Notwithstanding the foregoing, if any such amendment to the
Code is enacted after the dividend payable on a dividend payment
date has been declared, the amount of the dividend payable on such
dividend payment date will not be increased; instead, additional
dividends (the "Post Declaration Date Dividends") equal to the
excess, if any, of (x) the product of the dividend paid by the
Company on such dividend payment date and the DRD Formula (where
the DRP used in the DRD Formula would be equal to the greater of
the Dividend-Received Percentage applicable to the dividend in
question and .50) over (y) the dividend paid by the Company on such
dividend payment date, will be payable (if declared) to holders of
Offered Preferred on the record date applicable to the next
succeeding dividend payment date or, if the Offered Preferred is
called for redemption prior to such record date, to holders of
Offered Preferred on the applicable redemption date, as the case
may be, in addition to any other amounts payable on such date.
If any such amendment to the Code is enacted and the reduction
in the Dividends-Received Percentage retroactively applies to a
dividend payment date as to which the Company previously paid
dividends on the Offered Preferred (each, an "Affected Dividend
Payment Date"), the Company will pay (if declared) additional
dividends (the "Retroactive Dividends") to holders of Offered
Preferred on the record date applicable to the next succeeding
dividend payment date (or, if such amendment is enacted after the
dividend payable on such dividend payment date has been declared,
to holders of Offered Preferred on the record date following the
date of enactment) or, if the Offered Preferred is called for
redemption prior to such record date, to holders of Offered
Preferred on the applicable redemption date, as the case may be, in
an amount equal to the excess of (x) the product of the dividend
paid by the Company on each Affected Dividend Payment Date and the
DRD Formula (where the DRP used in the DRD Formula would be equal
to the greater of the Dividends-Received Percentage and .50 applied
to each Affected Dividend Payment Date) over (y) the sum of the
dividend paid by the Company on each Affected Dividend Payment
Date. The Company will only make one payment of Retroactive
Dividends for any such amendment. Notwithstanding the foregoing
provisions, if, with respect to any such amendment, the Company
receives either an unqualified opinion of nationally recognized
independent tax counsel selected by the Company or a private letter
ruling or similar form of authorization from the IRS to the effect
that such amendment does not apply to a dividend payable on an
Affected Dividend Payment Date for the Offered Preferred, then such
amendment will not result in the payment of Retroactive Dividends
with respect to such Affected Dividend Payment Date. The opinion
referenced in the previous sentence shall be based upon the
legislation amending or establishing the DRP or upon a published
pronouncement of the IRS addressing such legislation.
Notwithstanding the foregoing, no adjustment in the dividends
payable by the Company shall be made, and no Post Declaration Date
Dividends or Retroactive Dividends shall be payable by the Company,
in respect of the enactment of any amendment to the Code 18 months
or more after the date of original issuance of the Offered
Preferred that reduces the Dividends-Received Percentage.
In the event that the amount of dividends payable per share of
the Offered Preferred is adjusted pursuant to the DRD Formula
and/or Post Declaration Date Dividends or Retroactive Dividends are
to be paid, the Company will give notice of each such adjustment
and, if applicable, any Post Declaration Date Dividends and
Retroactive Dividends to the holders of Offered Preferred.
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Optional Redemption. The Offered Preferred is not subject to
any mandatory redemption, sinking fund or other similar provisions.
On or after April 24, 2007, the Company, at its option, may
redeem the Offered Preferred, in whole or in part, at any time or
from time to time, out of funds legally available therefor, at the
redemption price of $100.00 per share plus an amount equal to
dividends (whether or not declared) accrued but not previously paid
to but excluding the date of such redemption, including any
adjustments in dividends payable due to changes in the Dividends-
Received Percentage. If less than all of the outstanding shares of
the Offered Preferred are to be redeemed, the shares to be redeemed
will be selected from the outstanding shares not previously called
for redemption by lot or in such other manner as the Company may
determine, by a bank or trust company selected for such purpose by
the Company.
The Company will give notice of any such redemption by mail to
holders of Offered Preferred not less than 30 nor more than 60 days
prior to the date designated therein as the date fixed for such
redemption. Such notice shall state that such shares of Offered
Preferred will be redeemed at the redemption price aforesaid and on
the date specified in such notice, upon surrender for cancellation,
at the place designated and in the manner set forth in such notice,
of the certificates representing the shares of Offered Preferred to
be redeemed.
From and after the date of redemption specified in such notice
(unless default shall be made by the Company in providing moneys
for the payment of the redemption price), all dividends on the
shares of Offered Preferred so called for redemption shall cease to
accrue and, from and after said date (unless default shall be made
by the Company as aforesaid), or, if the Company shall so elect,
from and after the date (prior to the date of redemption so
specified) on which the Company shall provide the moneys for the
payment of the redemption price by depositing the amount thereof
with a bank or trust company doing business in the Borough of
Manhattan, City and State of New York, and having a capital and
surplus of at least $5,000,000, provided that the notice of
redemption shall have stated the intention of the Company to
deposit such amount on a date in such notice specified, all rights
of the holders of the shares so called for redemption as
stockholders of the Company, except only the right to receive the
redemption price then due, shall cease and determine.
UNDERWRITING
PaineWebber Incorporated (the "Underwriter") has agreed,
subject to the terms and conditions of the Underwriting Agreement
between the Company and the Underwriter (the "Underwriting
Agreement"), to purchase from the Company, and the Company has
agreed to sell to the Underwriter, the Offered Preferred at the
price set forth on the cover page of this Prospectus Supplement.
The Underwriting Agreement provides that the obligation of the
Underwriter to purchase the shares of Offered Preferred is subject
to certain conditions. The Underwriter is obligated to purchase
all of the shares of Offered Preferred if any are purchased.
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The Underwriter proposes to offer the shares of Offered
Preferred to the public at the offering price set forth on the
cover page of this Prospectus Supplement and to selected dealers at
such price less a concession not in excess of $0.50 per share, and
the Underwriter and such dealers may reallow a concession not in
excess of $0.25 per share to other dealers. After the public
offering of the Offered Preferred, the public offering price,
concession to selected dealers and reallowance to other dealers may
be changed by the Underwriter.
The Company has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities Act
of 1933, as amended, or to contribute to payments that the
Underwriter may be required to make in respect thereof.
Until the distribution of the Offered Preferred is completed,
rules of the Commission may limit the ability of the Underwriter
and certain selling group members to bid for and purchase the
Offered Preferred. As an exception to these rules, the Underwriter
is permitted to engage in certain transactions that stabilize the
price of the Offered Preferred. Such transactions consist of bids
or purchases for the purpose of pegging, fixing or maintaining the
price of the Offered Preferred.
If the Underwriter creates a short position in the Offered
Preferred in connection with the offering, i.e., if it sells more
shares of Offered Preferred than are set forth on the cover page of
this Prospectus Supplement, the Underwriter may reduce that short
position by purchasing the Offered Preferred in the open market.
The Underwriter may also impose a penalty bid on certain
selling group members. This means that if the Underwriter
purchases shares of Offered Preferred in the open market to reduce
the Underwriter's short position or to stabilize the price of the
Offered Preferred, it may reclaim the amount of the selling
concession from the selling group members who sold those shares as
part of the offering.
In general, purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price
of the security to be higher than it might be in the absence of
such purchases. The imposition of a penalty bid might also have an
effect on the price of a security to the extent that it were to
discourage resales of the security.
Neither the Company nor the Underwriter makes any
representation or prediction as to the direction or magnitude of
any effect that the transactions described above may have on the
price of the Offered Preferred. In addition, neither the Company
nor the Underwriter makes any representation that the Underwriter
will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
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1,000,000 Shares
South Carolina Electric & Gas Company
Cumulative Preferred Stock, Par Value $100 Per Share
South Carolina Electric & Gas Company (the "Company") may
offer, from time to time, up to 1,000,000 shares of Cumulative
Preferred Stock, par value $100 per share (the "New Preferred
Stock"), in one or more series. The New Preferred Stock may be
offered in separate series, in amounts, at prices and on terms to
be determined at the time or times of sale.
For each offering of New Preferred Stock for which this
Prospectus is being delivered (the "Offered Preferred"), there is
an accompanying Prospectus Supplement that sets forth the number of
shares, public offering price, dividend rate (or method of
calculation thereof), redemption terms and any other special terms
of the Offered Preferred, as well as any planned listing thereof on
a securities exchange (although no assurance can be given as to the
liquidity of, or the trading market for, any shares of Offered
Preferred).
The Company may sell the New Preferred Stock to or through
underwriters or dealers, directly to other purchasers or through
agents. The names of any underwriters, dealers or agents involved
in the distribution of the Offered Preferred, any applicable
discounts, commissions or allowances, any initial public offering
price and the proceeds to the Company from the sale of the Offered
Preferred are set forth in the Prospectus Supplement. See "Plan of
Distribution" herein.
Unless otherwise specified in the accompanying Prospectus
Supplement, each series of New Preferred Stock will be represented
by one or more global certificates registered in the name of The
Depository Trust Company ("DTC") or its nominee. Beneficial
interests in the New Preferred Stock will be shown on, and
transfers thereof will be effected only through, records maintained
by participants in DTC. Except as described herein or the
accompanying Prospectus Supplement, New Preferred Stock in
certificated form will not be issued in exchange for the global
certificates. See "Description of New Preferred Stock -Book Entry
Only" herein.
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 date of this Prospectus is April 17, 1997.
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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"). Reports,
proxy and information statements and other information filed by the
Company 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-
2551. 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. The Company's 5%
Cumulative Preferred Stock, par value $50 per share, is listed for
trading on The New York Stock Exchange. Reports, proxy and
information statements, and other information concerning the
Company may also be inspected at the offices of such Exchange at 20
Broad Street, New York, New York 10005. The Commission maintains
a Web site that contains reports, proxy and information statements
and other information regarding registrants, like the Company, that
file electronically with the Commission. The address of the
Commission Web site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document, filed with the Commission by the
Company pursuant to the Exchange Act (File No. 1-3375), is
incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
All documents filed by the Company pursuant to Sections 13, 14
or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the 1,000,000 shares of
the Company's Preferred Stock, $100 par value per share, offered
hereby (the "New Preferred Stock") shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. 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
any such person, a copy of any and all of the documents referred to
above that have been incorporated by reference in this reference to
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 Corporation
("SCANA"), is a regulated utility engaged in the generation,
transmission, distribution and sale of electricity and in the
purchase and sale, primarily at retail, of natural gas in South
Carolina. The Company also renders urban bus service in the
metropolitan area of Columbia, 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 30 counties of the 46 counties in South Carolina. The
total population of the Company's combined electric and gas service
area is approximately 2.4 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.
USE OF PROCEEDS
The net proceeds from the sale of the New Preferred Stock will
be used to reduce short-term indebtedness incurred for the
Company's construction program, to refinance senior securities or
for general corporate purposes.
DESCRIPTION OF NEW PREFERRED STOCK
The following statements constitute brief summaries of certain
provisions of the Company's Restated Articles of Incorporation, as
amended, and of the proposed Articles of Amendment (the "Proposed
Articles of Amendment") establishing and designating the New
Preferred Stock and fixing and determining the relative rights and
preferences thereof. Such summaries do not purport to be complete
and are qualified in their entirety by reference to the above
documents, which are filed as exhibits to the Registration
Statement. References following the paragraphs below are to
Sections of Article V of the Company's Restated Articles of
Incorporation, as amended, or the Proposed Articles of Amendment.
General. The Company's authorized preferred stock (the
"Preferred Stock") consists of 2,000,000 shares of Preferred Stock
of the par value of $25 per share, none of which is outstanding,
724,548 shares of Preferred Stock of the par value of $50 per share
authorized prior to May 19, 1976, of which 593,292 shares were
outstanding on February 28, 1997, 1,750,000 shares of Preferred
Stock of the par value of $100 per share, of which 400,480 shares
were outstanding on February 28, 1997 and 1,000,000 shares of
Preferred Stock of the par value of $50 per share authorized on
May 19, 1976, none of which is outstanding. The Preferred Stock
ranks senior to the Company's common stock, par value $4.50 per
share ("Common Stock"), with respect to dividends and assets. All
series of Preferred Stock are of equal rank and are identical
except as to par value, dividend rate, redemption, amounts payable
in the event of voluntary and involuntary liquidation, sinking or
purchase funds, convertibility and voting rights.
Dividend Rights. The holders of Preferred Stock of all series
are entitled to receive cumulative dividends, when and as declared
by the Board of Directors, at the rates determined for the
respective series, before any dividends may be declared or paid on
the Common Stock. Dividends on a series of New Preferred Stock for
which this Prospectus is being delivered (the "Offered Preferred")
will be payable at the annual rate per share set forth in the
accompanying Prospectus Supplement on the first days of January,
April, July and October in each year, commencing on the date set
forth in the Prospectus Supplement, and such dividends will be
cumulative from the date of original issuance of the Offered
Preferred. (Section C; Proposed Articles of Amendment.)
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Voting Rights. Except as otherwise provided by law or as set
forth below under "Special Rights of the Preferred Stock," the
holders of Preferred Stock have no right to vote. The holders of
all series of Preferred Stock, voting as a single class, are
entitled, if and whenever four quarterly dividends on the Preferred
Stock are unpaid in whole or in part, to elect a majority of the
Board of Directors. With respect to all matters as to which
holders of Preferred Stock are entitled to vote, holders of
Preferred Stock of the par value of $25 per share are entitled to
one-quarter of one vote per share, holders of the class of
Preferred Stock of the par value of $50 per share authorized on
May 19, 1976 are entitled to one-half of one vote per share and
holders of Preferred Stock of the par value of $100 per share
(including the New Preferred Stock) and holders of the class of
Preferred Stock of the par value of $50 per share authorized prior
to May 19, 1976 are entitled to one vote per share held. The
voting rights of the holders of Preferred Stock continue until all
accumulated and unpaid dividends have been paid in full.
(Section F.)
Liquidation Rights. Holders of the New Preferred Stock will
be entitled to receive $100 per share upon any involuntary
liquidation, dissolution or winding up of the Company, and the then
applicable redemption price upon any voluntary liquidation,
dissolution or winding up (not including a consolidation or merger
of the Company with or into another corporation or the sale or
transfer of substantially all of the assets of the Company), in
each case together with all accrued and unpaid dividends thereon,
before any amount may be paid to the holders of Common Stock. If
the assets of the Company are insufficient to permit the payment of
the full preferential amounts to which the holders of all series of
Preferred Stock are then entitled, all such assets will be
distributed ratably among the holders of all outstanding series of
Preferred Stock, without preference or priority as between series,
in proportion to the full preferential amounts to which the holders
of the respective series are entitled. (Section D.)
Special Rights of the Preferred Stock. The consent of the
holders of at least two-thirds of the total voting power of the
outstanding Preferred Stock is required to (a) create or issue any
additional shares of stock, in addition to the shares which the
Company is then authorized to issue, which would rank equally with
or prior to the Preferred Stock or authorize any increase of the
Preferred Stock now authorized, or (b) amend the Company's charter
so as to change, alter or repeal any provisions relating to the
preferences, voting powers, restrictions or qualifications of any
series of Preferred Stock (provided that if such amendment
adversely affects the rights and preferences of one or more but not
all of the outstanding series of Preferred Stock, the consent of
the holders of at least two-thirds of the total voting power of
each series so affected is also required). The Company may not be
a party to any merger or consolidation and may not sell, lease or
otherwise transfer (except by mortgage or pledge) all or the
greater part of its assets without the consent of the holders of a
majority of the total voting power of the Preferred Stock and of
the holders of a majority of the Common Stock then outstanding,
voting by classes, and the consent of the holders of two-thirds of
the total voting power of the then outstanding Preferred Stock and
holders of the then outstanding Common Stock voting together as a
single class with the holders of the Preferred Stock entitled to 20
times the vote per share as set out in "Voting Rights" above and
the holders of the Common Stock entitled to one vote per share.
The consent of the holders of a majority of the total voting power
of the Preferred Stock then outstanding is required for the
issuance or assumption of unsecured indebtedness in excess of the
greater of $8,000,000 or 10% of the aggregate of the Company's
secured indebtedness, capital and surplus, except for the purposes
of refunding outstanding unsecured indebtedness, redeeming or
retiring all Preferred Stock then outstanding, or reimbursing the
Company for the redemption or retirement of all outstanding shares
of one or more series of Preferred Stock. (Section G.)
Restrictions on Issuance of Stock. The Company's Restated
Articles of Incorporation, as amended, prohibit the issuance of
additional shares of Preferred Stock without the consent of the
holders of at least two-thirds of the total voting power of the
shares then outstanding, unless net earnings available for the
payment of interest charges on the Company's indebtedness (as
therein defined) for the 12 consecutive months immediately
preceding the
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month of issuance shall have been at least one and one-half times
the aggregate of interest charges on indebtedness and the dividend
requirements on all shares of Preferred Stock to be outstanding
(the "Preferred Stock Ratio"). For the 12 months ended
December 31, 1996, the Preferred Stock Ratio was 3.61.
In addition, so long as any shares of Preferred Stock are
outstanding, the Company may not, without the consent of the
holders of at least two-thirds of the total voting power of the
Preferred Stock then outstanding, issue any additional shares of
Preferred Stock, unless the aggregate of the capital of the Company
applicable to the Common Stock and the surplus of the Company is
not less than the amount payable upon involuntary dissolution to
the holders of Preferred Stock to be outstanding immediately
following such proposed issue. (Section G.)
Sinking Fund. The New Preferred Stock will not be entitled to
any sinking or purchase fund.
Optional Redemption. The redemption provisions applicable to
any series of New Preferred Stock will be set forth in the
applicable Prospectus Supplement. Any such redemption will be
subject to the limitations referred to under "Limitations on
Redemption" below.
Limitations on Redemption. At any time when dividends have
not been paid in full or declared and set apart for payment on all
series of Preferred Stock, the Company may not redeem any shares of
Preferred Stock, unless all shares of Preferred Stock then
outstanding are redeemed or purchase or otherwise acquire for value
any shares of Preferred Stock except in accordance with an offer
made to all holders of Preferred Stock. The Company may not redeem
any shares of Preferred Stock (unless all shares of Preferred Stock
then outstanding are redeemed) or purchase or otherwise acquire for
value any shares of Preferred Stock except out of moneys set aside
as purchase funds or sinking funds for one or more series of
Preferred Stock, at any time when it is in default under the
provisions of the Purchase Fund or Sinking Fund for any series of
Preferred Stock.
Miscellaneous. Holders of the Preferred Stock do not have any
pre-emptive rights or conversion rights. The New Preferred Stock,
when issued and sold as set forth herein, will be validly issued,
fully paid and non-assessable; and the holders thereof will not be
subject to liability for further calls or assessments by the
Company.
Book Entry Only. Unless otherwise set forth in the Prospectus
Supplement with respect to a series of Offered Preferred, the
Depository Trust Company ("DTC"), New York, New York, will act as
securities depository for the New Preferred Stock. The New
Preferred Stock will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC's partnership nominee).
One fully-registered New Preferred Stock certificate will be issued
for the New Preferred Stock of each series, in the aggregate
principal amount of such issue, and will be deposited with DTC.
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. 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.
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Purchases of New Preferred Stock under the DTC system must be
made by or through Direct Participants, which will receive a credit
for the New Preferred Stock on DTC's records. The ownership
interest of each actual purchaser of New Preferred Stock
("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers of
ownership interests in New Preferred Stock 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 New Preferred Stock,
except in the event that use of the book-entry system for the New
Preferred Stock is discontinued.
To facilitate subsequent transfers, all New Preferred Stock
deposited by Participants with DTC is registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of New Preferred
Stock with DTC and its registration in the name of Cede & Co.
effects no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the New Preferred Stock; DTC's
records reflect only the identity of the Direct Participants to
whose accounts such New Preferred Stock is 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.
Redemption notices shall be sent to Cede & Co. If less than
all of the New Preferred Stock is being redeemed, DTC's practice is
to determine by lot the amount of the interest of each Direct
Participant in the New Preferred Stock to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect
to the New Preferred Stock. Under its usual procedures, DTC mails
an Omnibus Proxy to the issuer of securities deposited with DTC 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 securities are credited on the
record date (identified in a listing attached to the Omnibus
Proxy).
Dividend payments on the New Preferred Stock will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on
payable date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not
receive payment on payable 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 or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of
dividends to DTC is the responsibility of the Company, 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 its services as securities
depository with respect to the New Preferred Stock at any time by
giving reasonable notice to the Company. Under such circumstances,
in the event that a successor securities depository is not
obtained, New Preferred Stock certificates are required to be
printed and delivered.
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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 Preferred Stock certificates will
be printed and delivered.
The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility
for the accuracy thereof.
PLAN OF DISTRIBUTION
The New Preferred Stock may be sold (i) by selecting and
negotiating with a managing underwriter or underwriters for the
sale, (ii) by a sale directly to a limited number of purchasers or
to a single purchaser or (iii) through agents.
The Prospectus Supplement sets forth the manner and terms of
the offering of the Offered Preferred, including the name or names
of any underwriters, dealers or agents, the purchase price or
prices of the Offered Preferred, the proceeds to the Company from
the sale of the Offered Preferred, any initial public offering
price, any underwriter discount or commission and any discounts,
concessions or commissions allowed or reallowed or paid by any
underwriter to other dealers. Any initial public offering price and
any discounts, concessions or commissions allowed or reallowed or
paid to dealers may be changed from time to time. Unless otherwise
indicated in the Prospectus Supplement, any agent will be acting on
a best efforts basis for the period of its appointment.
Underwriters, dealers and agents who participate in the
distribution of the Securities, and their officers, directors and
controlling persons, may be entitled under agreements to be entered
into with the Company to indemnification by the Company against
certain liabilities including liabilities under the Securities Act
or to contribution with respect to payments which such
underwriters, dealers or agents may be required to make in respect
of such liabilities.
Unless otherwise set forth in the Prospectus Supplement, the
obligations of any underwriter or underwriters to purchase the
Offered Preferred will be subject to certain conditions precedent
and such underwriter or underwriters with respect to the sale of
such Offered Preferred will be obligated to purchase all of such
Offered Preferred if any are purchased.
The Prospectus Supplement sets forth any planned listing of
the Offered Preferred on a national securities exchange and
indicates whether any underwriters, dealers or agents intend to
make a market in the Offered Preferred as permitted by applicable
laws and regulations. No assurance can be given as to the
liquidity of or the trading market for any Offered Preferred.
LEGAL OPINIONS
Certain legal matters in connection with the validity of the
New Preferred Stock offered hereby are being passed upon for the
Company by McNair Law Firm, P.A., Columbia, South Carolina, and by
H. T. Arthur, Esq. of Columbia, South Carolina, who is General
Counsel and a full-time employee of SCANA, and for any
underwriters, dealers, purchasers or agents by Reid & Priest LLP,
New York, New York. Reid & Priest LLP will rely on the opinion of
H. T. Arthur, Esq. with respect to matters of South Carolina law.
EXPERTS
The consolidated financial statements for the year ended
December 31, 1996 incorporated in this Prospectus by reference have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, and is incorporated herein by reference,
and have been so incorporated in reliance upon such report of such
firm given upon their authority as experts in accounting and
auditing.
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<PAGE>
No person has been authorized
to give any information or to make any
representation in connection with this
offering other than those contained in 1,000,000 Shares
this Prospectus Supplement or the
Prospectus and, if given or made,
such other information and representation
must not be relied upon as having been
authorized by the Company or the
Underwriter. Neither the delivery of
this Prospectus Supplement or the SOUTH CAROLINA ELECTRIC
Prospectus nor any sale made here- & GAS COMPANY
under 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 6.52% Cumulative
to its date. The Prospectus Preferred Stock,
Supplement and Prospectus do Par Value $100
not constitute an offer to sell or Per Share
a solicitation of an offer to buy
any securities other than the
registered securities to which it
relates. The Prospectus Supplement
and Prospectus do not constitute an
offer to sell or a solicitation of
an offer to buy such securities in
any circumstances in which such offer
or solicitation is unlawful.
PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
Page
Prospectus Supplement
Prospectus Summary . . . . . . . . S-3
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends. . . . . . . .. S-4
6.52% Cumulative Preferred Stock. S-5
Underwriting . . . . . . . . . .. S-7
Prospectus PaineWebber Incorporated
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . 2
The Company . . . . . . . . . . . 3 April 17, 1997
Use of Proceeds. . . . . . . . . . 3
Description of New Preferred
Stock. . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . 7
Legal Opinions . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . 8
8
