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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SOUTH CAROLINA ELECTRIC & GAS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
South Carolina
(State or Other Jurisdiction of Incorporation or Organization)
57-0248695
(I.R.S. Employer Identification Number)
1426 Main Street
Columbia, South Carolina 29201
(803) 748-3000
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
H. T. Arthur
Vice President and General Counsel
SCANA Corporation
c/o South Carolina Electric & Gas Company
1426 Main Street
Columbia, South Carolina 29201
(803) 376-8547
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
With copies to:
John W. Currie, Esq. Kevin Stacey, Esq.
McNair Law Firm, P. A. Reid & Priest, LLP
1301 Gervais Street, 17th Floor 40 West 57th Street
Columbia, South Carolina 29201 New York, New York 10019
(803) 799-9800 (212) 603-2000
Approximate date of commencement of proposed sale to the public: After
the effective date of the Registration Statement, as determined by market
conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
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If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. (X)
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement of the same offering. ( ) .
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
( ) .
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to be price offering Registration
to be registered registered per unit* price* fee
$100 Par Value
Cumulative
Preferred Stock 1,000,000 $100 $100,000,000 $30,303
* Determined solely for the purpose of calculating the Registration fee.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION DATED APRIL , 1997
PROSPECTUS SUPPLEMENT
(To Prospectus Dated
, 1997)
Shares
South Carolina Electric & Gas Company
___% Cumulative Preferred Stock, Par Value $100 Per Share
The ___% Cumulative Preferred Stock, par value $100 per
share (the "Offered Preferred"), offered hereby will be
redeemable, in whole or in part, at any time after _____ __,
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 " % 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 . . . . . . . $ $ $
Total . . . . . . . . . $ $ $
(1) Plus accrued dividends from date of original issuance.
(2) See "Underwriting."
(3) Before deducting expenses estimated at $ 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 , 1997 against
payment therefor in immediately available funds.
PaineWebber Incorporated
The date of this Prospectus Supplement is , 1997.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This Prospectus Supplement and accompanying
Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
S-2
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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......... Shares % Cumulative
Preferred Stock, Par Value $100
Per Share (the "Offered Preferred")
Use of Proceeds....................... To reduce short-term indebtedness,
to refinance senior securities,
and 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)
Capitalization:
Long-Term Debt (2)............. $1,276,758 46.3% $1,276,758
Cumulative Preferred Stock
(not subject to purchase or
sinking funds)............... 26,027 0.9
Cumulative Preferred Stock
(subject to purchase or
sinking funds)(3)............ 43,014 1.6 43,014
Common Stock Equity............ 1,413,462 51.2 1,413,462
Total........................ $2,759,261 100.0%
(1) Gives effect to the sale of 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.
</TABLE>
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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% CUMULATIVE PREFERRED STOCK
The following information concerning the Offered Preferred
should be read in conjunction with the statements under
"Description of New Preferred" 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 % per share per
annum, subject to adjustment as described below. The first
dividend on the shares of Offered Preferred will be payable on
, 1997 to shareholders of record on , 1997.
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.
S-6
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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 , 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
among 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.
S-7
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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 $____ per share,
and the Underwriter and such dealers may reallow a concession not
in excess of $____ 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.
S-8
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SUBJECT TO COMPLETION DATED APRIL , 1997
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 , 1997.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
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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
and 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 initial issuance of
the Offered Preferred. (Section C; Proposed Articles of
Amendment.)
3
<PAGE>
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
4
<PAGE>
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.
5
<PAGE>
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.
6
<PAGE>
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.
7
<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 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 % 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
Prospectus Supplement
Page
Prospectus Summary . . . . . . . S-3
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends. . . . . . . . S-4
% Cumulative Preferred Stock. S-5
Underwriting . . . . . . . . . . S-7
Prospectus PaineWebber Incorporated
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . 2
The Company . . . . . . . . . . . 3 , 1997
Use of Proceeds. . . . . . . . . . 3
Description of New Preferred
Stock. . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . 7
Legal Opinions . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . 8
8
<PAGE>
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee....... $ 30,303
Printing Registration Statement, Prospectus Exhibits
and Miscellaneous................................... 5,000#
Blue Sky and Legal fees............................. 50,000#
Rating Agency fees.................................. 5,000#
Accounting services................................. 10,000#
Miscellaneous....................................... 8,000#
Total............................................. $108,303#
# Estimated
9
<PAGE>
Item 15. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits,
and the Registrant's By-Laws require, indemnification of the
Registrant's directors and officers in a variety of
circumstances, which may include indemnification for liabilities
under the Securities Act. Under Sections 33-8-510, 33-8-550 and
33-8-560 of the South Carolina Business Corporation Act of 1988,
a South Carolina corporation is authorized generally to indemnify
its directors and officers in civil or criminal actions if they
acted in good faith and reasonably believed their conduct to be
in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Registrant's By-Laws require
indemnification of directors and officers with respect to
expenses actually and necessarily incurred by them in connection
with the defense or settlement of any action, suit or proceeding
in which they are made parties by reason of having been a
director or officer, except in relation to matters as to which
they shall be adjudged to be liable for willful misconduct in the
performance of duty and to such matters as shall be settled by
agreement predicated on the existence of such liability. In
addition, the Registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act.
Item 16. Exhibits
Exhibits required to be filed with this Registration
Statement are listed in the following Exhibit Index. Certain of
such exhibits which have heretofore been filed with the
Securities and Exchange Commission and which are designated by
reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
10
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of South
Carolina, on April 10, 1997.
(REGISTRANT) South Carolina Electric & Gas Company
By: s/J. L. Skolds
(Name & Title): J. L. Skolds, President and Chief Operating
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
(i) Principal executive officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board
and Chief Executive Officer
Date: April 10, 1997
(ii) Principal financial officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Vice President and Chief
Financial Officer
Date: April 10, 1997
(iii) Principal accounting officer:
By: s/J. E. Addison
(Name & Title): J. E. Addison, Vice President & Controller
Date: April 10, 1997
(iv) Other Directors:
* B. L. Amick; W. B. Bookhart, Jr.; W. T. Cassels, Jr.; H. M. Chapman;
J. B. Edwards; Elaine T. Freeman; B. A. Hagood; W. H. Hipp; F. C. McMaster;
Henry Ponder; J. B. Rhodes
* Signed on behalf of each of these persons:
s/K. B. Marsh
(K. B. Marsh)
(Attorney-in-Fact)
Directors who did not sign: None
12
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
EXHIBIT INDEX
Sequentially
Numbered
Number Pages
1. Underwriting Agreement
Form of Underwriting Agreement relating to the New
Preferred Stock (Filed herewith)........................... #
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not Applicable
3. Articles of Incorporation and By-Laws
A. Restated Articles of Incorporation of the
Company as adopted on December 15, 1993
(Exhibit 3-A to Form 10-Q for the quarter
ended June 30, 1994, File No. 1-3375).................... #
B. Articles of Amendment, dated June 7, 1994,
filed June 9, 1994 (Exhibit 3-B to Form 10-Q
for the quarter ended June 30, 1994, File No. 1-3375).... #
C. Articles of Amendment, dated November 9, 1994
(Exhibit 3-C to Form 10-K for the year ended
December 31, 1994, File No. 1-3375)...................... #
D. Articles of Amendment, dated December 9, 1994
(Exhibit 3-D to Form 10-K for the year ended
December 31, 1994, File No. 1-3375)...................... #
E. Articles of Correction, dated January 17, 1995
(Exhibit 3-E to Form 10-K for the year ended
December 31, 1994, File No. 1-3375)...................... #
F. Articles of Amendment, dated January 13, 1995
and filed January 17, 1995 (Exhibit 3-F to
Form 10-K for the year ended December 31, 1994,
File No. 1-3375)......................................... #
G. Articles of Amendment dated March 31, 1995
(Exhibit 3-G to Form 10-Q for the quarter
ended March 31, 1995, File No. 1-3375)................... #
H. Articles of Correction - Amendment to Statement
filed March 31, 1995, dated December 13, 1995
(Exhibit 3-H to Form 10-K for the year ended
December 31, 1996, File No. 1-3375)...................... #
I. Articles of Amendment dated December 13, 1995
(Exhibit 3-I to Form 10-K for the year ended
December 31, 1996, File No. 1-3375)...................... #
J. Articles of Amendment dated February 21, 1997
(Exhibit 3-J to Form 10-K for the year ended
December 31, 1996, File No. 1-3375)...................... #
K. Copy of By-Laws of the Company as revised and
amended thru June 18, 1996 (Exhibit 3-K to
Form 10-k for the year ended December 31, 1996
File No. 1-3375)......................................... #
L. Form of Articles of Amendment (Filed herewith)........... 37
4. Instruments Defining the Rights of Security
Holders, Including Indentures
A. Indenture dated as of January 1, 1945, from the
South Carolina Power Company (the "Power Company")
to Central Hanover Bank and Trust Company, as
Trustee, as supplemented by three Supplemental
Indentures dated respectively as of May 1, 1946,
May 1, 1947 and July 1, 1949 (Exhibit 2-B to
Registration No. 2-26459)................................ #
# Incorporated herein by reference as indicated.
13
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Exhibit Index (Continued)
Sequentially
Numbered
Number Pages
4. (continued)
B. Fourth Supplemental Indenture dated as of April 1,
1950, to Indenture referred to in Exhibit 4A,
pursuant to which the Company assumed said
Indenture (Exhibit 2-C to Registration No. 2-26459)...... #
C. Fifth through Fifty-second Supplemental Indentures
to Indenture referred to in Exhibit 4A dated as
of the dates indicated below and filed as
exhibits to the Registration Statements and
1934 Act reports whose file numbers are set
forth below.............................................. #
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-Q to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 4-C to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 4-C to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
# Incorporated herein by reference as indicated.
14
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Exhibit Index (Continued)
Sequentially
Numbered
Number Pages
4. (continued)
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-57955
D. Indenture dated as of April 1, 1993 from South Carolina
Electric & Gas Company to NationsBank of Georgia, National
Association (Filed as Exhibit 4-F to Registration
Statement No. 33-49421)......................................... #
E. First Supplemental Indenture to Indenture referred to
in 4-D dated as of June 1, 1993 (Filed as Exhibit 4-G
to Registration Statement No. 33-49421)......................... #
F. Second Supplemental Indenture to Indenture referred to
in 4-D dated as of June 15, 1993 (Filed as Exhibit 4-G
to Registration Statement No. 33-57955)......................... #
5. Opinion re legality
Opinion of H. T. Arthur, Esq. (Filed herewith)..................... 37
8. Opinion re Tax Matters
Not Applicable
12. Statements re Computation of Ratios (Filed herewith)............... 38
15. Letter re Unaudited Interim Financial Information
Not Applicable
23. Consents of Experts and Counsel
A. Consent of Deloitte & Touche LLP (Filed herewith)............... 39
B. Consent of H. T. Arthur, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney
(Filed herewith).................................................. 40
25. Statement of Eligibility of Trustee
Not Applicable
26. Invitations for Competitive Bids
Not Applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
15
<PAGE>
Shares
SOUTH CAROLINA ELECTRIC & GAS COMPANY
__ % Cumulative Preferred Stock, Par Value $100 Per Share
UNDERWRITING AGREEMENT
_________________ __, 1997
Gentlemen:
South Carolina Electric & Gas Company, a South Carolina
corporation (the "Company"), proposes to sell an aggregate of
shares of the Company's __% Cumulative Preferred Stock,
par value $100 per share (the "Shares"), to you and to the other
underwriters named in Schedule I (collectively, the
"Underwriters"), for whom you are acting as representative
(collectively, the "Representative"). The initial public offering
price per share for the Shares shall be $______, and the purchase
price per share for the Shares to be paid by the several
Underwriters shall be $________ (representing an amount equal to
the initial public offering price less $_______ per share).
The Company confirms as follows its agreements with the
Representative and the several other Underwriters.
1.Agreement to Sell and Purchase. On the basis of the
representations, warranties and agreements of the Company herein
contained and subject to all the terms and conditions of this
Agreement, the Company agrees to sell to each Underwriter named
below, and each Underwriter, severally and not jointly, agrees to
purchase from the Company at the purchase price per share for the
Shares, the number of Shares set forth opposite the name of such
Underwriter in Schedule I.
2.Delivery and Payment. Delivery of the Shares shall
be made to the Representative for the accounts of the Underwriters
against payment of the purchase price by wire transfer of
immediately available (same day) funds to the Company at the office
of Reid & Priest LLP, 40 West 57th Street, New York, New York
10019. Such payments shall be made at 10:00 a.m., New York City
time, on the fourth business day following the date of this
Agreement or at such time on such other date, not later than seven
business days after the date of this Agreement, as may be agreed
upon by the Company and the Representative (such date is
hereinafter referred to as the "Closing Date").
A certificate evidencing the Shares shall be in
definitive form and shall be registered in the name of Cede & Co.
and deposited with The Depository Trust Company in book entry form
at least two business days prior to the Closing Date. The Company
agrees to make such certificate available for inspection at least
twenty-four hours prior to the Closing Date.
16
<PAGE>
3.Representations and Warranties of the Company. The
Company represents, warrants and covenants to each Underwriter
that:
(a)The Company meets the requirements for use of Form S-3 and
a registration statement (Registration No. ____________) on Form S-
3 relating to the Shares, including a prospectus and such
amendments to such registration statement as may have been required
to the date of this Agreement, has been prepared by the Company
under the provisions of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations (collectively referred to as
the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder, and has been filed with
and declared effective by the Commission. Copies of such
registration statement and any amendments thereto have been
delivered to the Representative. The Company will file with or
mail for filing to the Commission a supplemental prospectus
relating to the Shares pursuant to Rule 424 under the Act. The
term "Registration Statement" means the registration statement as
amended at the time it became effective (the "Effective Date") and
as it may be amended as of the date of this Agreement, and such
supplemented prospectus, including all documents incorporated
therein, is hereafter referred to as the "Prospectus."
(b)When the Registration Statement became effective and at
all times subsequent to and including the Closing Date: (i) the
Registration Statement and Prospectus and any post-effective
amendments or supplements thereto contained and will contain all
statements and information which are required to be stated therein
by the Act and the Rules and Regulations, and, in all material
respects, conformed and will conform to the requirements thereof
and (ii) neither the Registration Statement nor the Prospectus nor
any post-effective amendment or supplement thereto included or will
include any untrue statement of a material fact or omitted or will
omit to state any material fact required to be stated therein in or
necessary to make the statements therein not misleading. The
foregoing representations and warranties in this Section 3(b) do
not apply to any statements or omissions made in reliance on and in
conformity with information relating to any Underwriter furnished
in writing to the Company by the Representative specifically
for inclusion in the Registration Statement or the Prospectus or
any amendment or supplement thereto or to any information relating
to the book-entry system of payments and transfers of the Shares or
the depository therefor set forth under the caption "DESCRIPTION OF
NEW PREFERRED STOCK - Book-Entry Only" provided by The Depository
Trust Company. The Company has not distributed any offering
material in connection with the offering or sale of the Shares
other than the Registration Statement, the Prospectus or any other
materials, if any, permitted by the Act.
(c)The documents which are incorporated by reference in the
Prospectus or from which information is so incorporated by
reference, when they became effective or were filed with the
Commission, as the case may be, complied in all material respects
with the requirements of the Act or the Exchange Act, as
applicable, the rules and regulations of the Commission under the
Exchange Act (collectively referred to as the "Exchange Act Rules
and Regulations"); and any documents so filed and incorporated by
reference subsequent to the Effective Date shall, when they are
filed with the Commission, conform in all material respects with
the requirements of the Act and the Exchange Act, as applicable,
the Exchange Act Rules and Regulations and the Rules and
Regulations.
17
<PAGE>
(d)The Company is, and at the Closing Date will be, a
corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation. The Company
has and, at the Closing Date, will have, full power and authority
to conduct all the activities conducted by it, to own or lease all
the assets owned or leased by it and to conduct its business as
described in the Registration Statement and the Prospectus. The
Company is, and at the Closing Date, will be, duly licensed or
qualified to do business and in good standing as a foreign
corporation in each jurisdiction which requires licensing or
qualification.
(e)The outstanding shares of capital stock of the Company
have been, and the Shares to be issued and sold by the Company upon
such issuance will be, duly authorized, validly issued, fully paid
and nonassessable and will not be subject to any preemptive or
similar right. The description of the Shares in the Registration
Statement and the Prospectus is, and at the Closing Date will be,
complete and accurate in all material respects.
(f)The financial statements and schedules included or
incorporated by reference in the Registration Statement or the
Prospectus present fairly the consolidated financial condition of
the Company as of the respective dates thereof and the consolidated
results of operations and cash flows of the Company for the
respective periods covered thereby, all in conformity with
generally accepted accounting principles applied on a consistent
basis throughout the entire period involved, except as otherwise
disclosed in the Prospectus. No other financial statements or
schedules of the Company are required by the Act, the Exchange Act
or the Rules and Regulations to be included in the Registration
Statement or the Prospectus. Deloitte & Touche LLP (the
"Accountants"), who have reported on such year-end financial
statements and schedules, are independent accountants with respect
to the Company as required by the Act and the Rules and
Regulations. The statements included in the Registration Statement
with respect to the Accountants pursuant to Item 509 of Regulation
S-K of the Rules and Regulations are true and correct in all
material respects.
(g)The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
(h)Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus and prior
to the Closing Date, except as set forth in or contemplated by the
Registration Statement and the Prospectus, (i) there has not been
and will not have been any change in the capitalization of the
Company, except for shares of preferred stock of the Company which
are required to be purchased or redeemed by operation of mandatory
sinking fund provisions, nor shall there have been any change which
is reasonably expected to have a materially adverse effect on the
business, properties, business prospects, condition (financial or
otherwise) or results of operations of the Company, (ii) the
Company has not incurred nor will it incur any liabilities or
obligations, direct or contingent, nor has it entered into nor will
it enter into any transactions other than pursuant to this Agree-
ment and the transactions referred to herein, other than
liabilities, obligations, and transactions which are not
material to the business,
18
<PAGE>
properties, business prospects, condition (financial or otherwise)
or results of operations of the Company and (iii) the Company has
not and will not have paid or declared any dividends or other
distributions of any kind on any class of its capital stock, except
for regular quarterly dividends on the common stock of the Company
in such amount as may be determined by the Board of Directors of
the Company and on the preferred stock of the Company at stated
dividend rates.
(i)The Company does not own any shares of capital stock of a
"public utility company" or a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended, and
is not a "holding company" or a "subsidiary" of a "registered
holding company" within the meaning of said Act. The Company has
no subsidiaries.
(j)Except as set forth in the Registration Statement and the
Prospectus, there are no actions, suits or proceedings pending or,
to the knowledge of the Company, threatened against or affecting
the Company or any of its respective officers in their capacity as
such, before or by any Federal or state court, commission,
regulatory body, administrative agency or other governmental body,
domestic or foreign, wherein an unfavorable ruling, decision or
finding would be reasonably expected to have a materially adverse
effect on the business, properties, business prospects, condition
(financial or otherwise) or results of operations of the Company.
(k)The Company has, and at the Closing Date, will have,
(i) all material governmental licenses, permits, consents, orders,
approvals and other authorizations necessary to carry on its
business as contemplated in the Prospectus, (ii) complied in all
material respects with all laws, regulations and orders applicable
to it or its business and (iii) performed in all material respects
the obligations required to be performed by it, and is not, and at
the Closing Date, will not be, in default, under any indenture,
mortgage, deed of trust, voting trust agreement, loan agreement,
bond, debenture, note agreement, lease, contract or other agreement
or instrument (collectively, a "contract or other agreement") to
which it is a party or by which its property is bound or affected,
except for such defaults as are not reasonably expected to have a
materially adverse effect on the business, properties, business
prospects, condition (financial or otherwise) or results of
operations of the Company. To the best knowledge of the Company,
no other party under any material contract or other agreement
to which it is a party is in default in any respect thereunder.
The Company is not presently and will not be at the Closing Date,
in violation of any provision of its articles of incorporation or
by-laws.
(l)No consent, approval, authorization or order of, or any
filing or declaration with, any court or governmental agency or
body is required for the consummation by the Company of the
transactions on its part herein contemplated, except such as have
been obtained under the Act or the Rules and Regulations, such as
may be required under state securities or Blue Sky laws or the by-
laws and rules of the National Association of Securities Dealers,
Inc. (the "NASD") in connection with the purchase and distribution
by the Underwriters of the Shares and such authorization as may be
required from the Public Service Commission of South Carolina (the
"PSC"), which has been obtained and is in full force and effect.
19
<PAGE>
(m)The Company has full corporate power and authority to
enter into this Agreement. This Agreement has been duly
authorized, executed and delivered by the Company and, assuming due
authorization, execution and delivery hereof by the Underwriters,
constitutes a valid and binding agreement of the Company
enforceable against the Company in accordance with the terms
hereof. The performance of this Agreement and the consummation of
the transactions contemplated hereby will not result in the
creation or imposition of any lien, charge or encumbrance upon any
of the assets of the Company pursuant to the terms or provisions
of, or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or give any other
party a right to terminate any of its obligations under, or result
in the acceleration of any obligation under, the articles of
incorporation or by-laws of the Company, any contract or other
agreement to which the Company is a party or by which the Company
or any of its properties is bound or affected, or violate or
conflict with any judgment, ruling, decree, order, statute, rule or
regulation of any court or other governmental agency or body
applicable to the business or properties of the Company except for
liens, charges, encumbrances, breaches, violations, defaults or
conflicts which are not reasonably expected to have a materially
adverse effect on the business, properties, business prospects,
condition (financial or otherwise) or results of operations of the
Company.
(n)The Company has good and marketable title to all
properties and assets described in the Prospectus as owned by it,
free and clear of all liens, charges, encumbrances or restrictions,
except such as are described in the Prospectus or are not material
to the business, properties, business prospects, condition
(financial or otherwise) or results of operations of the Company.
The Company has valid, subsisting and enforceable leases for the
properties described in the Prospectus as leased by it, with such
exceptions as are not material and do not materially interfere with
the use made and proposed to be made of such properties by the
Company.
(o)There is no document or contract of a character required
to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement which is
not described or filed as required. All such contracts to which
the Company is a party have been duly authorized, executed and
delivered by the Company, constitute valid and binding agreements
of the Company, and are enforceable against the Company in
accordance with the terms thereof.
(p)No statement, representation, warranty or covenant made by
the Company in this Agreement or made in any certificate or
document required by this Agreement to be delivered to the
Representative was or will be, when made, inaccurate, untrue or
incorrect.
(q)Neither the Company nor any of its directors, officers or
controlling persons has taken, directly or indirectly, any action
intended, or which might reasonably be expected, to cause or
result, under the Act or otherwise, in, or which has constituted,
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares.
(r)No holder of securities of the Company has rights to the
registration of any securities of the Company because of the filing
of the Registration Statement.
(s)The Company is not involved in any material labor dispute
nor, to the knowledge of the Company, is any such dispute
threatened.
20
<PAGE>
(t)The Company owns, or is licensed or otherwise has the full
exclusive right to use, all material trademarks and trade names
which are used in or necessary for the conduct of its business as
described in the Prospectus. No claims have been asserted by any
person to the use of any such trademarks or trade names or
challenging or questioning the validity or effectiveness of any
such trademark or trade name. The use, in connection with the
business and operations of the Company, of such trademarks and
trade names does not, to the Company's knowledge, infringe on the
rights of any person.
(u)To the best of the Company's knowledge, the Company nor
any employee or agent of the Company has made any payment of funds
of the Company or received or retained any funds in violation of
any law, rule or regulation or of a character required to be
disclosed in the Prospectus.
(v)SCANA Corporation has duly registered with the Commission
as a transfer agent, within the meaning of the Exchange Act, with
respect to the Shares, and is in compliance with the Exchange Act
Rules and Regulations with respect to its activities as transfer
agent.
4.Agreements of the Company.
The Company agrees with the several Underwriters as follows:
(a)The Company will not, either prior to the Effective Date
or thereafter during such period as the Prospectus is required by
law to be delivered in connection with sales of the Shares by an
Underwriter or dealer, file any amendment or supplement to the
Registration Statement or the Prospectus, including the initial
supplement to the Prospectus which is filed pursuant to Rule 424
under the Act referred to in Section 3(a) hereof, unless a copy
thereof shall first have been submitted to the Representative
within a reasonable period of time prior to the filing thereof and
the Representative shall not have objected thereto in good faith.
(b)The Company will notify the Representative promptly, and
will confirm such advice in writing, (i) when any post-effective
amendment to the Registration Statement has become effective,
(ii) of any request by the Commission for amendments or supplements
to the Registration Statement or the Prospectus or for additional
information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose or the threat
thereof, (iv) of the happening of any event during the period
mentioned in the second sentence of Section 4(e) that in the
judgment of the Company makes any statement made in the
Registration Statement or the Prospectus untrue in any material
respect or that requires the making of any changes in the
Registration Statement or the Prospectus in order to make the
statements therein, in light of the circumstances in which they are
made, not misleading and (v) of receipt by the Company or any
representative or attorney of the Company of any other
communication from the Commission relating to the Company, the
Registration Statement or the Prospectus. If at any time the
Commission shall issue any order suspending the effectiveness of
the Registration Statement, the Company will make every reasonable
effort to obtain the withdrawal of such order at the earliest
possible moment.
21
<PAGE>
(c)The Company will furnish to the Representative, without
charge, two signed copies of the Registration Statement and of any
post-effective amendment thereto, including financial statements
and schedules, and all exhibits thereto (including any document
filed under the Exchange Act and deemed to be incorporated by
reference into the Prospectus), and will furnish to the
Representative, without charge, for transmittal to each of the
other Underwriters, a copy of the Registration Statement and any
post-effective amendment thereto, including financial statements
and schedules but without exhibits.
(d)The Company will comply with all the provisions of any
undertakings contained in the Registration Statement.
(e)The Company will from time to time deliver to each of the
Underwriters, without charge, as many copies of the Prospectus or
any amendment or supplement thereto as the Representative may
reasonably request. The Company consents to the use of the
Prospectus or any amendment or supplement thereto by the several
Underwriters and by all dealers to which the Shares may be sold,
both in connection with the offering or sale of the Shares and for
any period of time thereafter during which the Prospectus is
required by law to be delivered in connection therewith. If during
such period of time any event shall occur which in the judgment of
the Company or counsel to the Underwriters should be set forth in
the Prospectus in order to make any statement therein, in the light
of the circumstances under which it was made, not misleading, or if
it is necessary to supplement or amend the Prospectus to comply
with law, the Company will forthwith prepare and duly file with the
Commission an appropriate supplement or amendment thereto, and will
deliver to each of the Underwriters, without charge, such number of
copies thereof as the Representative may reasonably request. The
Company shall not file any document under the Exchange Act before
the termination of the offering of the Shares by the Underwriters
if such document would be deemed to be incorporated by reference
into the Prospectus which is not approved by the Representative
after reasonable notice thereof.
(f)Prior to any public offering of the Shares by the
Underwriters, the Company will cooperate with the Representative
and counsel to the Underwriters in connection with the registration
or qualification of the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the
Representative may request; provided, that in no event shall the
Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action which would
subject it to general service of process in any jurisdiction where
it is not now so subject.
(g)During the period of five years commencing on the Closing
Date, the Company will furnish to the Representative and each other
Underwriter who may so request copies of such financial statements
and other periodic and special reports as the Company may from time
to time distribute generally to the holders of any class of its
capital stock, and will furnish to the Representative and each
other Underwriter who may so request a copy of each annual or other
report it shall be required to file with the Commission.
(h)The Company will make generally available to holders of
its Shares as soon as may be practicable but in no event later than
the last day of the fifteenth full calendar month following the
calendar quarter in which the Effective Date falls, an earning
statement (which need not be audited but shall be in reasonable
detail) for a period of 12 months ended commencing after the
Effective Date, and satisfying the provisions of Section 11(a) of
the Act (including Rule 158 of the Rules and Regulations).
22
<PAGE>
(i)Whether or not the transactions contemplated by this
Agreement are consummated or this Agreement is terminated, the
Company will pay, or reimburse if paid by the Representative, all
costs and expenses incident to the performance of the obligations
of the Company under this Agreement, including but not limited to
costs and expenses of or relating to (i) the preparation, printing
and filing of the Registration Statement and exhibits to it, the
Prospectus and any amendment or supplement to the Registration
Statement or the Prospectus, (ii) the preparation and delivery of
certificates representing the Shares, (iii) furnishing (including
costs of shipping and mailing) such copies of the Registration
Statement and the Prospectus and all amendments and supplements
thereto, as may be requested for use in connection with the
offering and sale of the Shares by the Underwriters or by dealers
to whom Shares may be sold, (iv) any filings required to be made by
the Underwriters with the NASD, and the fees, disbursements and
other charges of counsel for the Underwriters in connection there-
with, (v) the registration or qualification of the Shares for offer
and sale under the securities or Blue Sky laws of such jurisdic-
tions designated pursuant to Section 4(f), including the fees,
disbursements and other charges of counsel to the Underwriters in
connection therewith, and the preparation and printing of
preliminary, supplemental and final Blue Sky memoranda,
(vi) counsel to the Company and (vii) the transfer agent for the
Shares.
(j)If this Agreement shall be terminated by the Company
pursuant to any of the provisions hereof (otherwise than pursuant
to Section 8) or if for any reason the Company shall be unable to
perform its obligations hereunder, the Company will reimburse the
several Underwriters for all out-of-pocket expenses (including the
fees, disbursements and other charges of counsel to the
Underwriters) reasonably incurred by them in connection herewith.
(k)The Company will not at any time, directly or indirectly,
take any action intended, or which might reasonably be expected, to
cause or result in, or which will constitute, stabilization of the
price of the Shares to facilitate the sale or resale of any of the
Shares.
(l)The Company will apply the net proceeds from the offering
and sale of the Shares to be sold by the Company in the manner set
forth in the Prospectus under "USE OF PROCEEDS."
5.Conditions of the Obligations of the Underwriters.
The obligations of each Underwriter hereunder are subject to
the following conditions:
(a)All filings required by Rule 424 of the Rules and
Regulations shall have been made.
(b)(i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings
for that purpose shall be pending or threatened by the Commission,
(ii) no order suspending the effectiveness of the Registration
Statement or the qualification or registration of the Shares under
the securities or Blue Sky laws of any jurisdiction shall be in
effect and no proceeding for such purpose shall be pending before
or threatened or contemplated by the Commission or the authorities
of any such jurisdiction, (iii) any request for additional
information on the part of the staff of the Commission or any such
authorities shall have been complied with to the satisfaction of
the staff of the Commission or such authorities and (iv) after the
date hereof no amendment or supplement to the Registration
Statement or the Prospectus shall have been filed unless a copy
thereof was first submitted to the Representative and the
Representative did not object thereto in good faith, and the
Representative shall have received certificates, dated the Closing
Date and signed by the Chief Executive Officer or the Chairman of
the Board of Directors of the Company and the Chief Financial
Officer of the Company (who may, as to proceedings threatened, rely
upon the best of their information and belief), to the effect of
clauses (i), (ii) and (iii).
23
<PAGE>
(c)Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, (i) there
shall not have been a material adverse change in the general
affairs, business, business prospects, properties, management,
condition (financial or otherwise) or results of operations of the
Company, whether or not arising from transactions in the ordinary
course of business, in each case other than as set forth in or
contemplated by the Registration Statement and the Prospectus and
(ii) neither the Company shall have sustained any material loss or
interference with its business or properties from fire,
explosion, flood or other casualty, whether or not covered by
insurance, or from any labor dispute or any court or legislative or
other governmental action, order or decree, which is not set forth
in the Registration Statement and the Prospectus, if in the
judgment of the Representative any such development makes it
impracticable or inadvisable to consummate the sale and delivery of
the Shares by the Underwriters at the initial public offering
price.
(d)Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall
have been no litigation or other proceeding instituted against the
Company or any of its respective officers or directors in their
capacities as such, before or by any Federal, state or local court,
commission, regulatory body, administrative agency or other
governmental body, domestic or foreign, in which litigation or
proceeding an unfavorable ruling, decision or finding would be
reasonably expected to have a materially adverse effect on the
business, properties, business prospects, condition (financial or
otherwise) or results of operations of the Company.
(e)Each of the representations and warranties of the
Company contained herein shall be true and correct in all material
respects at the Closing Date and, as if made at the Closing Date
and all covenants and agreements herein contained to be performed
on the part of the Company and all conditions herein contained to
be fulfilled or complied with by the Company at or prior to the
Closing Date, shall have been duly performed, fulfilled or complied
with.
(f)The Representative shall have received opinions, dated
the Closing Date, and satisfactory in form and substance to counsel
for the Underwriters, from H. T. Arthur, Esquire, and McNair Law
Firm, P.A., counsel to the Company, in substantially the respective
forms set forth in Exhibit A and Exhibit B.
(g)The Representative shall have received opinions, dated
the Closing Date, from Reid & Priest LLP, counsel to the
Underwriters, with respect to the Registration Statement, the
Prospectus and this Agreement, which opinion shall be satisfactory
in all respects to the Representative.
(h)Concurrently with the execution and delivery of this
Agreement, the Accountants shall have furnished to the
Representative a letter, dated the date of its delivery, addressed
to the Representative and in form and substance satisfactory to the
Representative, confirming that they are independent accountants
with respect to the Company as required by the Act and the Rules
and Regulations and with respect to the financial and other
statistical and numerical information contained in the Registration
Statement or incorporated by reference therein. At the Closing
Date, the Accountants shall have furnished to the Representative a
letter, dated the date of its delivery, which shall confirm, on the
basis of a review in accordance with the procedures set forth in
the letter from the Accountants, that nothing has come to their
attention during the period from the date of the letter referred to
in the prior sentence to a date (specified in the letter) not more
than five days prior to the Closing Date which would require any
change in their letter dated the date hereof, if it were required
to be dated and delivered at the Closing Date.
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(i)Concurrently with the execution and delivery of this
Agreement and at the Closing Date, there shall be furnished to the
Representative an accurate certificate, dated the date of its
delivery, signed by each of the Chief Executive Officer and the
Chief Financial Officer of the Company, in form and substance
satisfactory to the Representative, to the effect that:
(i) Each person executing such
certificate has carefully examined the Registration Statement and
the Prospectus (including any documents filed under the Exchange
Act and deemed to be incorporated by reference into the Prospectus)
and (A) as of the date of such certificate, such documents are true
and correct in all material respects and do not omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein not untrue or misleading and (B) in
the case of the certificate delivered at the Closing Date, since
the Effective Date no event has occurred as a result of which it
is necessary to amend or supplement the Prospectus in order to make
the statements therein not untrue or misleading in any material
respect and there has been no document required to be filed under
the Exchange Act and the Exchange Act Rules and Regulations that
upon such filing would be deemed to be incorporated by reference
into the Prospectus that has not been so filed.
(ii) Each of the representations and
warranties of the Company contained in this Agreement were, when
originally made, and are, at the time such certificate is
delivered, true and correct in all material respects.
(iii) Each of the covenants required
herein to be performed by the Company on or prior to the delivery
of such certificate has been duly, timely and fully performed and
each condition herein required to be complied with by the Company
on or prior to the date of such certificate has been duly, timely
and fully complied with.
(j)The Shares shall be qualified for sale in such states
as the Representative may reasonably request, each such
qualification shall be in effect and not subject to any stop order
or other proceeding on the Closing Date.
(k)The Company shall have furnished to the Representative
a certified copy of the Order of the PSC authorizing the issuance,
sale and delivery by the Company of the Shares.
(l)The Company shall have filed articles of amendment to
the articles of incorporation of the Company with the Office of the
Secretary of State of South Carolina as necessary to designate the
relative rights, preferences and limitations with respect to the
Shares.
(m)The Company shall have furnished to the Representative
such certificates, in addition to those specifically mentioned
herein, as the Representative may have reasonably requested as to
the accuracy and completeness at the Closing Date of any statement
in the Registration Statement or the Prospectus or any documents
filed under the Exchange Act and deemed to be incorporated by
reference into the Prospectus, as to the accuracy at the Closing
Date of the representations and warranties of the Company herein,
as to the performance by the Company of its obligations hereunder,
or as to the fulfillment of the conditions concurrent and precedent
to the obligations hereunder of the Representative.
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<PAGE>
6.Indemnification.
(a)The Company will indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents of each
Underwriter and each person, if any, who controls each Underwriter
within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act from and against any and all losses, claims,
liabilities, expenses and damages (including any and all
investigative, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted), to which they, or any of
them, may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, liabilities, expenses or
damages arise out of or are based on any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus or any amendment or
supplement to the Registration Statement or the Prospectus or in
any documents filed under the Exchange Act and deemed to be
incorporated by reference into the Prospectus, or the omission or
alleged omission to state in such document a material fact required
to be stated in it or necessary to make the statements in it not
misleading, provided that the Company will not be liable to the
extent that such loss, claim, liability, expense or damage arises
from the sale of the Shares in the public offering to any person by
an Underwriter and is based on an untrue statement or omission or
alleged untrue statement or omission made in reliance on and in
conformity with information relating to any Underwriter furnished
in writing to the Company by the Representative on behalf of any
Underwriter expressly for inclusion in the Registration Statement
or the Prospectus. This indemnity agreement will be in addition to
any liability that the Company might otherwise have.
(b)Each Underwriter will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act,
each director, officer, employee or agent of the Company to the
same extent as the foregoing indemnity from the Company to each
Underwriter, but only insofar as losses, claims, liabilities,
expenses or damages arise out of or are based on any untrue
statement or omission or alleged untrue statement or omission made
in reliance on and in conformity with information relating to any
Underwriter furnished in writing to the Company by the
Representative on behalf of such Underwriter expressly for use in
the Registration Statement or the Prospectus. This indemnity will
be in addition to any liability that each Underwriter might other-
wise have.
(c)Any party that proposes to assert the right to be
indemnified under this Section 6 will, promptly after receipt of
notice of any threatened claim or the commencement of any action
against such party in respect of which a claim is to be made
against an indemnifying party or parties under this Section 6,
notify each such indemnifying party of such threatened claim or the
commencement of such action, enclosing a copy of all papers served,
but the omission so to notify such indemnifying party will not
relieve it from any liability that it may have to any indemnified
party under the foregoing provisions of this Section 6 unless, and
only to the extent that, such omission results in actual prejudice
to the indemnifying party caused by such omission. If any such
action is brought against any indemnified party and it notifies the
indemnifying party of its commencement, the indemnifying party will
be entitled to participate in and, to the extent that it elects by
delivering written notice to the indemnified party promptly after
receiving notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with
counsel satisfactory to the indemnified party, and after notice
from the indemnifying party to the indemnified party of its
election to assume the defense, the indemnifying party will not be
liable to the indemnified party for any legal or other expenses
except as provided below and except for the reasonable costs of
investigation subsequently incurred by the indemnified party in
connection with the defense. The indemnified party will have the
right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the
expense of such
26
<PAGE>
indemnified party unless (i) the employment of counsel by the
indemnified party has been authorized in writing by the
indemnifying party, (ii) the indemnified party has reasonably
concluded (based on advice of counsel) that there may be legal
defenses available to it or other indemnified parties that are
different from or in addition to those available to the
indemnifying party, (iii) a conflict or potential conflict exists
(based on advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the
indemnifying party will not have the right to direct the defense of
such action on behalf of the indemnified party) or (iv) the
indemnifying party has not in fact employed counsel to assume the
defense of such action within a reasonable time after receiving
notice of the commencement of the action, in each of which cases
the reasonable fees, disbursements and other charges of counsel
will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm admitted to practice
in such jurisdiction at any one time for all such indemnified party
or parties. All such fees, disbursements and other charges will be
reimbursed by the indemnifying party promptly as they are incurred.
An indemnifying party will not be liable for any settlement of any
action or claim effected without its written consent (which consent
will not be unreasonably withheld). Notwithstanding anything in
this Agreement to the contrary, if an indemnified party withholds
its consent to any settlement arranged by an indemnifying party
involving only the payment of money and the asserted liability is
ultimately determined to be greater than the amount of the arranged
settlement, the damages to be paid by the indemnifying party with
respect to such liability shall not exceed the amount of such
arranged settlement plus the amount of all expenses incurred
with respect to such asserted liability through the date on which
such arrangement of settlement was made and communicated to the
indemnified party, with the indemnified party being responsible for
all expenses incurred with respect to such asserted liability
thereafter.
(d)In order to provide for just and equitable contribution
in circumstances in which the indemnification provided for in the
foregoing paragraphs of this Section 6 is applicable in accordance
with its terms but for any reason is held to be unavailable from
the Company or the Underwriters, the Company and the Underwriters
will contribute to the total losses, claims, liabilities, expenses
and damages (including any investigative, legal and other expenses
reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim
asserted, but after deducting any contribution received by the
Company from persons other than the Underwriters, such as persons
who control the Company within the meaning of the Act, officers
of the Company who signed the Registration Statement and directors
of the Company, who also may be liable for contribution) to which
the Company and any one or more of the Underwriters may be subject
in such proportion as shall be appropriate to reflect the relative
benefits received by the Company on the one hand and the
Underwriters on the other. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from
the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the
cover page of the initial supplement to the Prospectus which is
filed pursuant to Rule 424 under the Act referred to in Section
3(a) hereof. If, but only if, the allocation provided by the
foregoing sentence is not permitted by applicable law, the
allocation of contribution shall be made in such proportion as is
appropriate to reflect not only the relative benefits referred to
in the foregoing sentence but also the relative fault of the
Company, on the one hand, and the Underwriters, on the other, with
respect to the statements or omissions which resulted in such loss,
claim, liability, expense or damage, or action in respect thereof,
as well as any other relevant equitable considerations with
respect to such offering. Such relative fault shall be
determined by
27
<PAGE>
reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the
Representative on behalf of the Underwriters, the intent of the
parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 6(d) were to be
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, liability,
expense or damage, or action in respect thereof, referred to above
in this Section 6(d) shall be deemed to include, for purpose of
this Section 6(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions
of this Section 6(d), no Underwriter shall be required to
contribute any amount in excess of the underwriting discounts
received by it, and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
will be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters'
obligations to contribute as provided in this Section 6(d) are
several in proportion to their respective underwriting obligations
and not joint. For purposes of this Section 6(d), any person who
controls a party to this Agreement within the meaning of the Act
will have the same rights to contribution as that party, and each
director, officer, agent or employee of the Company will have the
same rights to contribution as the Company, subject in each case to
the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of any threatened claim or the
commencement of any action against such party in respect of which
a claim for contribution may be made under this Section 6(d), will
notify any such party or parties from whom contribution may be
sought, but the omission so to notify will not relieve the party or
parties from whom contribution may be sought from any other
obligation it or they may have under this Section 6(d). No party
will be liable for contribution with respect to any action or claim
settled without its written consent (which consent will not be
unreasonably withheld).
(e)The indemnity and contribution agreements contained in
this Section 6 and the representations and warranties of the
Company contained in this Agreement shall remain operative and in
full force and effect regardless of (i) any investigation made by
or on behalf of the Underwriters, (ii) acceptance of any of the
Shares and payment therefor or (iii) any termination of this
Agreement.
7.Termination.
The obligations of the several Underwriters under this
Agreement may be terminated at any time on or prior to the Closing
Date by notice to the Company from the Representative, without
liability on the part of any Underwriter to the Company, if, prior
to delivery and payment for the Shares in the sole judgment of the
Representative, (a) trading in any of the equity securities of the
Company shall have been suspended by the Commission, by an exchange
that lists the Shares or by the National Association of Securities
Dealers Automated Quotation National Market System, (b) trading in
securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum or maximum prices shall have been
generally established on such exchange, or additional material
governmental restrictions, not in force on the date of this
Agreement, shall have been imposed upon trading in securities
generally by such exchange or by order of the Commission or any
court or other governmental authority, (c) a general banking
moratorium shall have been declared by either Federal or New York
State authorities or (d) any material adverse change in the
financial or securities markets in the United States or
28
<PAGE>
in political, financial or economic conditions in the United States
or any outbreak or material escalation of hostilities or
declaration by the United States of a national emergency or war or
other calamity or crisis shall have occurred the effect of any of
which is such as to make it, in the sole judgment of the
Representative, impracticable or inadvisable to market the Shares
on the terms and in the manner contemplated by the Prospectus.
8.Substitution of Underwriters.
If any one or more of the Underwriters shall fail or refuse to
purchase any of the Shares which it or they have agreed to purchase
hereunder, and the aggregate number of Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate number of
Shares, the other Underwriters shall be obligated, severally, to
purchase the Shares which such defaulting Underwriter or Under-
writers agreed but failed or refused to purchase, in the
proportions which the number of Shares which they have respectively
agreed to purchase pursuant to Section 1 bears to the aggregate
number of Shares which all such non-defaulting Underwriters have so
agreed to purchase, or in such other proportions as the
Representative may specify; provided that in no event shall the
maximum number of Shares which any Underwriter has become obligated
to purchase pursuant to Section 1 be increased pursuant to this
Section 8 by more than one-ninth of the number of Shares agreed to
be purchased by such Underwriter without the prior written consent
of such Underwriter. If any Underwriter or Underwriters shall fail
or refuse to purchase any Shares and the aggregate number of Shares
which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase exceeds one-tenth of the aggregate number of
the Shares and arrangements satisfactory to the Representative and
the Company for the purchase of such Shares are not made within 48
hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the
Company for the purchase or sale of any Shares under this
Agreement. In any such case either the Representative or the
Company shall have the right to postpone the Closing Date, but in
no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the
Prospectus or in any other documents or arrangements may be
effected. Any action taken pursuant to this Section 8 shall not
relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
9.Miscellaneous.
Notice given pursuant to any of the provisions of this
Agreement shall be in writing and, unless otherwise specified,
shall be mailed or delivered (a) if to the Company, at the office
of the Company, 1426 Main Street, Columbia, South Carolina 29201,
Attention: Corporate Secretary, or (b) if to the Underwriters, to
the Representative at the offices of PaineWebber Incorporated, 1285
Avenue of the Americas, New York, New York 10019, Attention:
Corporate Finance Department. Any such notice shall be effective
only upon receipt. Any notice under Section 7 or 8 may be made by
telex or telephone, but if so made shall be subsequently confirmed
in writing.
This Agreement has been and is made solely for the benefit of
the several Underwriters and the Company and of the controlling
persons, directors and officers referred to in Section 6, and their
respective successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement.
The term "successors and assigns" as used in this Agreement shall
not include a purchaser, as such purchaser, of Shares from any of
the several Underwriters.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Agreement may be signed in two or more counterparts with
the same effect as if the signatures thereto and hereto were upon
the same instrument.
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<PAGE>
In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or
impaired thereby.
The Company and the Underwriters each hereby irrevocably waive
any right they may have to a trial by jury in respect of any claim
based upon or arising out of this Agreement or the transactions
contemplated hereby.
Please confirm that the foregoing correctly sets forth the
agreement among the Company and the several Underwriters.
Very truly yours,
SOUTH CAROLINA ELECTRIC & GAS COMPANY
By: _______________________________
Title: _______________________________
Confirmed as of the date first
above mentioned:
By: _____________________________
Title: _____________________________
30
<PAGE>
SCHEDULE I
UNDERWRITERS
Number of
Name of Shares
Underwriters to be Purchased
.............................
31
<PAGE>
Exhibit A
Form of Opinion of
H. T. Arthur, Esq.,
Counsel to the Company
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation, is duly licensed or qualified to do business and
is in good standing as a foreign corporation under the laws of each
jurisdiction which requires such license or qualification wherein
it owns or leases material properties or conducts material
business, has full power and authority to conduct all the
activities conducted by it, to own or lease all the assets owned or
leased by it and to conduct its business as described in the
Registration Statement or the Prospectus. The Company has no
subsidiaries.
2. The outstanding shares of Common Stock have been, and
the Shares, when paid for by the Underwriters in accordance with
the terms of the Agreement, will be, duly authorized, validly
issued, fully paid and nonassessable and will not be subject to any
preemptive or similar right.
3. No consent, approval, authorization or order of, or
any filing or declaration with, any court or governmental agency or
body is required in connection with the consummation by the Company
of the transactions contemplated by the Agreement, except such as
have been obtained under the Act and the Rules and Regulations and
such as may be required under state securities or Blue Sky laws,
such as may be required by the by-laws and rules of the NASD in
connection with the purchase and distribution by the Underwriters
of the Shares and such authorization as may be required from the
Public Service Commission of the State of South Carolina, which has
been obtained and is in full force and effect. All references in
this opinion to the Agreement shall include the Price Determination
Agreement.
4. The authorized and outstanding capital stock of the
Company is as set forth in the Registration Statement and the
Prospectus except to the extent that additional shares of the
Company's preferred stock have been purchased or redeemed by
operation of mandatory sinking fund provisions. The description of
the Common Stock contained in the Prospectus conforms to the terms
thereof contained in the Company's articles of incorporation.
5. The Registration Statement and the Prospectus comply,
and any document incorporated by reference into the Prospectus at
the time it was filed complied, in all material respects as to form
with the requirements of the Act, the Exchange Act, the Exchange
Act Rules and Regulations and the Rules and Regulations (except
that I express no opinion as to financial statements, schedules and
other financial and statistical data contained in the Registration
Statement or the Prospectus or incorporated by reference therein).
6. I have participated in the preparation of the
Registration Statement and the Prospectus and nothing has come to
my attention which has caused me to believe that, both as of the
Effective Date and as of the Closing Date, the Registration State-
ment, or any amendment thereto, contained or contains any untrue
statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that any Prospectus
or any amendment or supplement thereto including any documents
incorporated by reference into the
Prospectus, at the time such Prospectus was issued, at the time
any such amended or supplemented Prospectus was issued, and at the
Closing Date, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact
necessary in order to make the statements herein, in the light of
the circumstances in which they were made, not misleading (except
that I express no opinion as to financial statements, schedules and
other financial or statistical data contained in the Registration
Statement or the Prospectus or incorporated by reference therein).
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<PAGE>
7. The Registration Statement has become effective under
the Act and, to the best of my knowledge, no order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or is threatened,
pending or contemplated.
8. I have reviewed all contracts, instruments or other
documents referred to in the Registration Statement and the
Prospectus and such contracts or other documents are fairly
summarized or disclosed therein, and filed as exhibits thereto as
required, and, after due inquiry, I do not know of any contracts,
instruments or other documents required to be so summarized or
disclosed or filed or required to be filed under the Exchange Act
if upon such filing they would be incorporated, in whole or in
part, by reference therein which have not been so summarized or
disclosed or filed.
9. All descriptions in the Prospectus of statutes,
regulations or legal or governmental proceedings are accurate and
fairly present the information required to be shown.
10. The Company has full corporate power and authority
to enter into the Agreement, and the Agreement has been duly
authorized, executed and delivered by the Company, is a valid and
binding agreement of the Company and, except for the
indemnification and contribution provisions thereof as to which I
express no opinion and assuming, with your permission, that the
provisions of New York law (under which the Agreement is governed)
are identical in all respects to those of South Carolina law, is
enforceable in accordance with its terms, subject as to
enforceability to applicable bankruptcy, insolvency, reorganization
or other laws of general applicability relating to or affecting
creditors' rights generally and by general equitable principles.
11. The execution and delivery of the Agreement by the
Company, the consummation by the Company of the transactions
therein contemplated and the compliance by the Company with the
terms of the Agreement do not and will not result in the creation
or imposition of any lien, charge or encumbrance upon any of the
assets of the Company or any of its subsidiaries pursuant to the
terms or provisions of, or result in a breach or violation of any
of the terms or provisions of, or constitute a default or result in
the acceleration of any obligation under, the articles of incorpo-
ration or by-laws of the Company or any of its subsidiaries, any
indenture, mortgage, deed of trust, voting trust agreement, loan
agreement, bond, debenture, note agreement or other evidence of
indebtedness, lease, contract or other agreement or instrument
known to me to which the Company or any of its subsidiaries is a
party or by which it or any of its properties is bound or affected,
or any judgment, ruling, decree, order, statute, rule or regulation
of any court or other governmental agency or body applicable to the
business or properties of the Company or any of its subsidiaries
(except that I express no opinion as to the securities or Blue Sky
laws of any jurisdiction other than the United States) except for
liens, charges, encumbrances, breaches, violations, defaults or
conflicts which would not reasonably be expected to have a
materially adverse effect on the business, properties, business
prospects, condition (financial or otherwise) or results of
operations of the Company and its subsidiaries considered as one
enterprise.
12. Delivery of certificates for the Shares will
transfer valid and marketable title thereto to each Underwriter
that has purchased such Shares in good faith and I am not aware,
after due inquiry, of any adverse claim with respect thereto, and,
assuming the Underwriters have taken no action to create any lien,
encumbrance or claim with respect to the Shares, such Shares are
free and clear of all liens, encumbrances and claims.
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<PAGE>
13. I know of no actions, suits or proceedings pending
or threatened against or affecting the Company or any of its
subsidiaries or the business, properties, business prospects,
condition (financial or otherwise) or results of operations of the
Company or any of its subsidiaries, or any of their respective
officers in their capacities as such, before or by any Federal or
state court, commission, regulatory body, administrative agency or
other governmental body, wherein an unfavorable ruling, decision or
finding would be reasonably expected to have a materially adverse
effect on the business, properties, business prospects, condition
(financial or otherwise) or results of operations of the Company
and its subsidiaries considered as one enterprise, except as set
forth in or contemplated by the Registration Statement and the
Prospectus.
14. To the best of my knowledge, neither the Company nor
any of its subsidiaries is in violation of its articles of
incorporation, by-laws or other charter documents or in default
(nor has an event occurred which with notice or lapse of time or
both would constitute a default or acceleration) in the performance
of any obligation, agreement or condition contained in any
indenture, mortgage, deed of trust, voting trust agreement, loan
agreement, bond, debenture, note agreement or other evidence of
indebtedness, lease, contract or other agreement or instrument
known to me to which the Company or any of its subsidiaries is a
party or by which it or its properties is bound or affected, except
for defaults which are not reasonably expected to have a
materially adverse effect on the business, properties,
business prospects, condition (financial or otherwise) or results
of operations of the Company and its subsidiaries considered as one
enterprise, and neither the Company nor any of its subsidiaries is
in violation of any judgment, ruling, decree, order, franchise,
license or permit known to me or any statute, rule
or regulation of any court or other governmental agency or body
applicable to the business or properties of the Company or any of
its subsidiaries, which violation or default would be reasonably
expected to have a materially adverse effect on the business,
properties, business prospects, condition (financial or otherwise)
or results of operations of the Company or any of its subsidiaries
considered as one enterprise.
15. The Company does not own any shares of capital
stock of a "public utility company" or a "holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as
amended, and is not a "holding company" or a "subsidiary " of a
"registered holding company" within the meaning of such Act.
In rendering this opinion, such counsel may rely upon the
representations contained in the Underwriting Agreement, upon
certificates of state officials as to the Company's good standing,
and upon certificates of officers of the Company as to matters of
fact relevant to this opinion.
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<PAGE>
Exhibit B
Form of Opinion of
McNair Law Firm, P.A.,
Counsel to the Company
1. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation, is duly licensed or qualified to
do business and is in good standing as a foreign corporation under
the laws of each jurisdiction which requires such license or
qualification wherein it owns or leases material properties or
conducts material business, has full power and authority to conduct
all the activities conducted by it, to own or lease all the assets
owned or leased by it and to conduct its business as described in
the Registration Statement or the Prospectus.
2. The Shares when paid for by the Underwriters in
accordance with the terms of the Agreement, will be duly
authorized, validly issued, fully paid and nonassessable and will
not be subject to any preemptive or similar right.
3. The authorized and outstanding capital stock of the
Company is as set forth in the Registration Statement and the
Prospectus except to the extent that shares of the Company's
preferred stock have been purchased or redeemed by operation or
mandatory sinking fund provisions. The description of the Shares
contained in the Prospectus conforms to the terms thereof contained
in the Company's articles of incorporation.
4. The Registration Statement and the Prospectus comply,
and any document incorporated by reference into the Prospectus at
the time it was filed complied, in all material respects as to form
with the requirements of the Act, the Exchange Act, the Exchange
Act Rules and Regulations and the Rules and Regulations (except
that we express no opinion as to financial statements, schedules
and other financial and statistical data contained in the Regis-
tration Statement or the Prospectus or incorporated by reference
therein).
5. We have participated in the preparation of the
Registration Statement and the Prospectus and nothing has come to
our attention which has caused us to believe that, both as of the
Effective Date and as of the Closing Date, the Registration State-
ment, or any amendment thereto, contained or contains any untrue
statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that any Prospectus or any
amendment or supplement thereto including any documents
incorporated by reference into the Prospectus, at the time such
Prospectus was issued, at the time any such amended or supplemented
Prospectus was issued, at the Closing Date, contained or contains
any untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances in which they were made,
not misleading (except that we express no opinion as to
financial statements, schedules and other financial or statistical
data contained in the Registration Statement or the Prospectus or
incorporated by reference therein).
6. The Registration Statement has become effective under
the Act and, to the best of our knowledge, no order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or is threatened,
pending or contemplated.
35
<PAGE>
7. The Company has full corporate power and authority to
enter into the Agreement, and the Agreement has been duly
authorized, executed and delivered by the Company.
8. The execution and delivery of the Agreement by the
Company, the consummation by the Company of the transactions
therein contemplated and the compliance by the Company with the
terms of the Agreement do not and will not result in the creation
or imposition of any lien, charge or encumbrance upon any of the
assets of the Company pursuant to the terms or provisions of, or
result in a breach or violation of any of the terms or provisions
of, or constitute a default or result in the acceleration of any
obligation under, the articles of incorporation or by-laws of the
Company, any indenture, mortgage, deed of trust, voting trust
agreement, loan agreement, bond, debenture, note agreement or other
evidence of indebtedness, lease, contract or other agreement or
instrument known to us to which the Company is a party or by which
it or any of its property is bound or affected, or any judgment,
ruling, decree, order, statute, rule or regulation of any court or
other governmental agency or body applicable to the business or
properties of the Company (except that we express no opinion in
this paragraph as to Federal securities laws (certain aspects of
which are addressed elsewhere in this opinion) or Blue Sky laws of
any jurisdiction) except for liens, charges, encumbrances,
breaches, violations, defaults or conflicts which are not
reasonably expected to have a materially adverse effect on the
business, properties, business prospects, condition (financial or
otherwise) or results of operations of the Company enterprise.
9. The Company does not own any shares of capital stock
of a "public utility company" or a "holding company" within the
meaning of the Public Utility Holding Company Act of 1935, as
amended, and is not a "holding company" or a "subsidiary " of a
"registered holding company" within the meaning of such Act.
In rendering the foregoing opinion, counsel may rely, to the
extent they deem such reliance proper, on the opinions (in form and
substance reasonably satisfactory to Underwriters' counsel) of
other counsel reasonably acceptable to Underwriters' counsel as to
matters governed by the laws of jurisdictions other than the United
States and the State of South Carolina, and as to matters of fact,
upon certificates of officers of the Company and of government
officials; provided that such counsel shall state that the opinion
of any other counsel is in form satisfactory to such counsel and,
in such counsel's opinion, such counsel and the Representative are
justified in relying on such opinions of other counsel. Copies of
any such opinions shall be furnished to counsel to the Underwriters
on the Closing Date.
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<PAGE>
EXHIBIT 3-L
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant Section 3-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles
of Amendment to its Articles of Incorporation:
1. The name of the corporation is South Carolina Electric & Gas
Company.
2. On February 18, 1997 the corporation adopted the following
Amendment(s) of its Articles of Incorporation:
See Exhibit A attached hereto.
3. The manner, if not set forth in the amendment, in which any
exchange, reclassification, or cancellation of issued shares
provided for in the Amendment shall be effected, is as
follows: (if not applicable, insert "not applicable" or
"NA").
N/A
4. Complete either a or b, whichever is applicable.
a. __ Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares
was:
Number of
Voting
Shares Number of
Outstanding
Shares Number of
Votes Entitled
to be Cast Number of Votes
Represented at
the meeting Undisputed*
Shares Voted
For Against
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can
alternatively state the total number of undisputed shares
cast for the amendment by each voting group together with
a statement that the number of cast for the amendment by
each voting group was sufficient for approval by that
voting group.
b. X Amendment(s) was duly adopted by the incorporators or
board of directors without shareholder approval pursuant
to 33-6-102(d), 33-10-102 and 33-10-105 of the 1976
South Carolina Code as amended, and shareholder action
was not required.
5. Unless a delayed date is specified, the effective date of
these Articles of Amendment shall be the date of acceptance
for filing by the Secretary of State (See 33-1-
230(b)):_______________.
DATE____________________ South Carolina Electric & Gas Company
By:___________________________________
(Signature)
___________________________________
(Type or Print Name and Office)
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<PAGE>
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate
original or a conformed copy, must be filed.
2. If the space in this form is insufficient, please attach
additional sheets containing a reference to the appropriate
paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at
time of filing application.
Filing Fee $ 10.00
Filing tax 100.00
Total $110.00
Form Approved by South Carolina
Secretary of State 1/89
38
<PAGE>
EXHIBIT A
The Board of Directors of South Carolina Electric & Gas
Company (the "Company"), pursuant to Section 33-10-106 of the South
Carolina Code 1976, as amended, and Section B.2 of Article V of the
Restated Articles of Incorporation of the Company, as amended, has,
by resolution duly adopted on February 18, 1997, established and
designated a new series of its Preferred Stock comprising
______________ shares of the par value of $100 per share,
designated "______% Cumulative Preferred Stock," having, in
addition to the relative rights, limitations and preferences set
forth in Article V of the Restated Articles of Incorporation of the
Company, as amended, the following relative rights, limitations and
preferences:
1. (a) Subject to the provisions of Section C of Article V
of the Restated Articles of Incorporation of the Company, as
amended, and subject to adjustment pursuant to the provisions of
Subparagraph (b) of this Paragraph 1, dividends shall be payable
upon the % Cumulative Preferred Stock in the manner
contemplated by said Section C at the rate of ______% of par value
per annum. Dividends shall be cumulative from the date of the
original issuance of the first share of the % Cumulative
Preferred Stock.
(b)If, prior to 18 months after the date of the
original issuance of the ______% Cumulative Preferred Stock, 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 with respect to
the _____% Cumulative Preferred Stock, and Post Declaration Date
Dividends and Retroactive Dividends (as such terms are defined
below) may become payable, as described in the further provisions
of this Subparagraph (b).
The amount of each dividend payable (if declared) per share of
______% Cumulative Preferred Stock 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 at the
stated dividend rate of ______% (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 ______% Cumulative Preferred Stock, 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
Subparagraph (b) mean dividends as
39
<PAGE>
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.
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
______% Cumulative Preferred Stock on the record date applicable to
the next succeeding dividend payment date or, if the ______%
Cumulative Preferred Stock is called for redemption prior to such
record date, to holders of ______% Cumulative Preferred Stock 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 ______% Cumulative Preferred Stock (each, an
"Affected Dividend Payment Date"), the Company will pay (if
declared) additional dividends (the "Retroactive Dividends") to
holders of ______% Cumulative Preferred Stock 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 ______%
Cumulative Preferred Stock on the record date following the date of
enactment), or, if the ______% Cumulative Preferred Stock is called
for redemption prior to such record date, to holders of ______%
Cumulative Preferred Stock 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
______% Cumulative Preferred Stock, 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 ______%
Cumulative Preferred Stock that reduces the Dividends-Received
Percentage.
40
<PAGE>
In the event that the amount of dividends payable per share of
the _____% Cumulative Preferred Stock 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 ______% Cumulative
Preferred Stock.
2. Subject to the provisions of Sections C and E of Article
V of the Restated Articles of Incorporation of the Company, as
amended, on or after , 2007, the Company, at its
option, may redeem the % Cumulative Preferred Stock, 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 per share plus
an amount equal to the dividend (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.
3. The % Cumulative Preferred Stock is not subject to
any mandatory redemption, sinking fund or other similar provisions.
41
<PAGE>
EXHIBIT 5
South Carolina Electric & Gas Company
1426 Main Street
Columbia, South Carolina 29201
April 10, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
South Carolina Electric & Gas Company (the "Company") has
filed with the Securities and Exchange Commission a Registration
Statement on Form S-3 for the registration under the Securities Act
of 1933, as amended, of a proposed public offering of 1,000,000
shares of the Company's Cumulative Preferred Stock, $100 par value
per share (the "Stock").
I am familiar with the preparation of the aforesaid
Registration Statement and the preliminary Prospectus and
Prospectus Supplement forming a part thereof and am familiar with
the proceedings of the Company in connection with the proposed
issuance and sale of the Stock. I have also made such further
investigation as I have deemed pertinent and necessary as a basis
for this opinion.
Based on the foregoing, I hereby advise you that it is my
opinion, upon (a) the aforesaid Registration Statement, as it may
be amended, becoming effective; (b) the filing of articles of
amendment setting forth the relative rights, preferences and
limitations with respect to the Stock with the Office of the
Secretary of State of South Carolina; and (c) the due execution,
registration and delivery of the Stock to the purchaser or
purchasers thereof against receipt of the purchase price therefor;
the Stock will have been duly authorized and legally and validly
issued and will be fully paid and non-assessable.
I hereby consent to the use of this opinion in connection with
the aforesaid Registration Statement and I also consent to the
making of the statements with reference to me under the heading
"Legal Opinions" in the aforesaid Prospectus and Registration
Statement.
Very truly yours,
s/H. T. Arthur
H. T. Arthur
General Counsel
42
<PAGE> Exhibit 12
<TABLE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
For Each of the Five Years Ended December 31, 1996
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
Year Ended December 31,
1996 1995 1994 1993 1992
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt.................. $ 94,834 $ 96,138 $ 85,368 $ 77,975 $ 79,452
Amortization of debt premium, discount and
expense (net).............................. 2,315 2,223 1,993 1,435 765
Interest on debt to affiliate............... - 114 279 29 16
Other interest expense...................... 7,367 9,210 4,910 5,783 6,761
Interest component of rentals............... 2,255 2,771 2,692 2,823 923
Preferred stock dividends................... 5,433 5,687 5,955 6,217 6,474
Total Fixed Charges and Preferred
Stock Dividends (A).................... $112,204 $116,143 $101,197 $ 94,262 $ 94,391
Earnings, as defined:
Income...................................... $190,482 $169,185 $152,043 $145,968 $102,163
Income taxes................................ 108,176 97,249 82,716 80,738 50,158
Total fixed charges......................... 106,771 110,456 95,242 88,045 87,917
Total Earnings (B)...................... $405,429 $376,890 $330,001 $314,751 $240,238
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends (B/A).. 3.61 3.25 3.26 3.34 2.55
</TABLE>
43
<PAGE>
Exhibit 23A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of South Carolina Electric & Gas Company on Form S-3 of
our report dated February 7, 1997 appearing in the Annual Report on
Form 10-K for the year ended December 31, 1996 of South Carolina
Electric & Gas Company and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
s/DELOITTE & TOUCHE, LLP
DELOITTE & TOUCHE, LLP
Columbia, South Carolina
April 10, 1997
44
<PAGE>
Exhibit 25
POWER OF ATTORNEY
The undersigned directors of South Carolina Electric & Gas Company (the
"Company"), hereby appoint W. B. Timmerman, J. L. Skolds and K. B. Marsh, and
each of them severally, as the attorney-in-fact of the undersigned, to sign in
the name(s) and behalf of the undersigned, in any and all capacities stated
therein, and to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, a Registration Statement on Forms S-3, and
any and all amendments thereto with respect to the issuance and sale of up to
1,000,000 shares of such Company's Cumulative Preferred Stock.
Dated: February 18, 1997
Columbia, South Carolina
s/B. L. Amick s/Benjamin A. Hagood
B. L. Amick Benjamin A. Hagood
Director Director
s/W. B. Bookhart, Jr. s/W. Hayne Hipp
W. B. Bookhart, Jr. W. Hayne Hipp
Director Director
s/ W. T. Cassels, Jr. s/F. C. McMaster
W. T. Cassels, Jr. F. C. McMaster
Director Director
s/Hugh M. Chapman s/Henry Ponder
Hugh M. Chapman Henry Ponder
Director Director
s/J. B. Edwards s/J. B. Rhodes
J. B. Edwards J. B. Rhodes
Director Director
s/E. T. Freeman
E. T. Freeman
Director
45
