Registration No. 333-86387
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
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 No.)
1426 Main Street Columbia, South Carolina 29201 (803) 217-9000
(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
H.T. Arthur, II, Senior Vice President, General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street., Columbia, SC 29201 (803) 217-8547
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
With copies to:
John W. Currie, Esq. J. Micheal Parish, Esq.
McNair Law Firm, P.A. Thelen Reid & Priest LLP
1301 Gervais Street - 17th Floor 40 West 57th Street
Columbia, South Carolina 29201 New York, New York 20019
(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. [ ]
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 for the same offering. [ ]
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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 class Amount maximum maximum Amount of
of securities to be to be offering aggregate registration
registered registered price offering fee
per unit* price*
First Mortgage Bonds $300,000,000 100% $300,000,000 $83,400
* 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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED ____________ ___, 1999.
PROSPECTUS
$300,000,000
SOUTH CAROLINA ELECTRIC & GAS COMPANY
1426 Main Street
Columbia, South Carolina 29201
(803) 217-9000
Internet Address: http://www.scana.com
First Mortgage Bonds
South Carolina Electric & Gas Company may offer and sell from time to
time up to $300,000,000 aggregate principal amount of its New Bonds. SCE&G may
sell the New Bonds in one or more series (1) through underwriters or dealers,
(2) directly to a limited number of institutional purchasers or (3) through
agents. See "PLAN OF DISTRIBUTION." We will provide the specific terms of these
securities in supplements to this prospectus. This prospectus may not be used to
sell securities unless accompanied by a prospectus supplement. You should read
this prospectus and the prospectus supplement before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ___________ ___, 1999.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a shelf registration process.
Under this shelf process, we may sell any or all of the New Bonds described in
this prospectus in one or more offerings up to a total dollar amount of
$300,000,000. This prospectus provides you with a general description of the New
Bonds. Each time we sell New Bonds, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and the relevant
prospectus supplement, together with the additional information described under
the heading "WHERE YOU CAN FIND MORE INFORMATION."
We believe we have included all information material to investors but
certain details that may be important for specific investment objectives have
not been included. To see more detail, you should read the exhibits filed with
the registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Because we have preferred stock which is listed on the New York Stock
Exchange, you may also read our filings at the Stock Exchange offices at 20
Broad Street, New York, New York 10005.
This prospectus does not repeat important information that you can find
in the registration statement and in the reports and other documents which we
file with the SEC under the Securities Exchange Act of 1934. The SEC allows us
to "incorporate by reference" the information we file with it, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
our Annual Report on Form 10-K, as amended, for the year ended December 31,
1998, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999, a Current Report on Form 8-K dated February 16, 1999, and any
future filing made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act until we sell all of the New Bonds.
We are not required to, and do not, provide annual reports to holders
of our debt securities unless specifically requested by a holder.
You may request a copy of our SEC filings at no cost by writing or
telephoning us at the following address:
H. John Winn, III
Manager - Investor Relations and Shareholder Services
South Carolina Electric & Gas Company
Columbia, South Carolina 29218
(803) 217-9240
You may obtain more information by contacting the Internet website of
SCE&G's parent company, SCANA Corporation, at http://www.scana.com.
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You should rely on the information we incorporate by reference or
provide in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
SOUTH CAROLINA ELECTRIC & GAS COMPANY
SCE&G is a wholly-owned subsidiary of SCANA Corporation and is a
regulated public utility which generates, transmits, distributes and sells
electricity, and purchases and sells natural gas at retail, in South Carolina.
SCE&G also operates an urban bus service in Columbia, South Carolina. The SCE&G
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 31 of the 46 counties in
South Carolina. The total population of SCE&G's combined electric and gas
service area is approximately 2.3 million. SCE&G has its principal executive
offices at 1426 Main Street, Columbia, South Carolina 29201, telephone number
(803) 217-9000.
RATIO OF EARNINGS TO FIXED CHARGES
SCE&G's historical ratios of earnings to fixed charges are as follows:
Twelve Months Year Ended December 31,
Ended June 30, 1999 1998 1997 1996 1995 1994
- ------------------- ---- ---- ---- ---- ----
4.07 4.52 3.85 3.80 3.41 3.46
For purposes of this ratio, earnings represent net income plus income taxes and
fixed charges. Fixed charges represent interest charges and the estimated
interest portion of annual rentals.
USE OF PROCEEDS
SCE&G will use the proceeds from the sale of the New Bonds to finance
its construction program and to reduce short-term indebtedness incurred for such
purpose, to refinance senior securities and for other general corporate
purposes.
DESCRIPTION OF THE NEW BONDS
General
SCE&G will issue the New Bonds in one or more series under an
Indenture, dated as of April 1, 1993, between SCE&G and The Bank of New York,
successor to NationsBank of Georgia, National Association, as trustee (the
"Trustee"), as supplemented (the "Mortgage"). The New Bonds and all other debt
securities issued and outstanding under the Mortgage are referred to in this
prospectus as the "Bonds." Capitalized terms used under this heading which are
not otherwise defined in this prospectus have the meanings given those terms in
the Mortgage. The summaries under this heading are not detailed. Whenever
particular provisions of the Mortgage or terms defined in the Mortgage are
referred to, those statements are qualified by reference to the Mortgage.
References to article and section numbers under this heading, unless otherwise
indicated, are references to article and section numbers of the Mortgage. A copy
of the Mortgage is included as an exhibit to the registration statement of which
this prospectus is a part.
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Each prospectus supplement which accompanies this prospectus will set
forth the following information to describe the series of New Bonds related to
that prospectus supplement, unless the information is the same as the
information included under the captions "Payment of New Bonds; Transfers;
Exchanges" and "Redemption" in this prospectus:
o the title of the series of New Bonds;
o any limit upon the aggregate principal amount of the series of New Bonds;
o the date or dates on which the principal of the series of New Bonds will
be payable;
o the rate or rates at which the series of New Bonds will bear
interest, if any (or the method of calculating the rate); the date
or dates from which the interest will accrue; the dates on which
the interest will be payable ("Interest Payment Dates"); the
record dates for the interest payable on the Interest Payment
Dates;
o any option of SCE&G to redeem the series of New Bonds and redemption
terms and conditions;
o any obligation of SCE&G to redeem or purchase the series of New Bonds
pursuant to any sinking fund or analogous provisions or at the option of the
holder and the relevant terms and conditions for that redemption or purchase;
o the denominations of the series of New Bonds;
o whether the series of New Bonds are subject to a book-entry system of
transfers and payments; and
o any other particular terms of the series of New Bonds and of their
offering.
Payment of New Bonds; Transfers; Exchanges
We will pay any interest which is due on each New Bond to the person in
whose name that New Bond is registered as of the close of business on the record
date relating to the Interest Payment Date. However, we will pay interest which
is payable when the New Bonds mature (whether the New Bonds mature on their
stated date of maturity, the date the New Bonds are redeemed or otherwise) to
the person to whom the relevant principal payment on the New Bonds is paid.
We will pay principal of, any premium and interest on, the New Bonds at
the office or agency of SCE&G in Atlanta, Georgia (currently, the Trustee). The
prospectus supplement identifies any other place of payment and any other paying
agent. SCE&G may change the place at which the New Bonds will be payable, may
appoint one or more additional paying agents (including SCE&G) and may remove
any paying agent, all at its discretion. (Section 702) 6
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You may transfer or exchange the New Bonds for other New Bonds of the
same series, authorized denominations (which are, unless otherwise stated in the
prospectus supplement, denominations of $1,000 and any integral multiple
thereof) and of like tenor and aggregate principal amount, at the office or
agency of SCE&G in Atlanta, Georgia (currently, the Trustee). At our discretion,
we may change the place for registration and transfer of the New Bonds, and we
may appoint one or more additional Security Registrars (including SCE&G) and
remove any Security Registrar. The prospectus supplement will identify any
additional place for registration of transfer and any additional Security
Registrar. You are not responsible for paying a service charge for any transfer
or exchange of the New Bonds, but you may have to pay a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of the New Bonds. (Sections 202 and 205)
For additional information with respect to the rights of the owners of
beneficial interests in New Bonds subject to a book-entry system of transfers
and payments, see "BOOK-ENTRY SYSTEM."
Redemption
The New Bonds are subject to redemption, as set forth in the relevant
prospectus supplement, only upon notice by mail not less than 30 days prior to
the redemption date. If less than all the New Bonds of a series are to be
redeemed, the particular New Bonds to be redeemed will be selected by that
method as shall be provided for any particular series, or in the absence of any
such provision, by any method as the Security Registrar deems fair and
appropriate. (Sections 903 and 904)
We may make any redemption conditional upon receipt by the Trustee, on
or prior to the date fixed for redemption, of money sufficient to pay the
redemption price. If the Trustee has not received that money, we will not be
required to redeem those New Bonds. (Section 904)
Security
General. The New Bonds will be equally and ratably secured with all other
Bonds issued under the Mortgage. The Bonds are secured by:
o a like principal amount of non-interest bearing first mortgage
bonds (the "Class A Bonds" as more particularly described below),
and
o the lien of the Mortgage on substantially all of the properties of
SCE&G used in the generation, purchase, transmission, distribution
and sale of electricity and any other property which SCE&G may
elect to subject to the lien of the Mortgage on the Mortgaged
Property.
The lien of the Mortgage is junior to the lien of SCE&G's Indenture, dated as of
January 1, 1945 (the "Class A Mortgage") to The Chase Manhattan Bank, successor
to Central Hanover Bank and Trust Company, as trustee (the "Class A Trustee").
If SCE&G merges or is consolidated into another corporation and certain
conditions set forth in the Mortgage are satisfied, then SCE&G may deliver to
the Trustee bonds issued under an existing mortgage on the properties of such
other corporation in lieu of or in addition to Class A Bonds. In that event, the
Bonds will be secured, additionally, by such bonds (which would become Class A
Bonds) and by the lien of the Mortgage on the properties of such other
corporation, subject to such existing mortgage, which lien would be junior to
the liens of such existing mortgage (which would become a Class A Mortgage) and
the Class A Mortgage. (Section 1206)
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When no Class A Bonds are outstanding under a Class A Mortgage except
for Class A Bonds held by the Trustee, then, subject to the satisfaction of
certain conditions, the Trustee will surrender those Class A Bonds for
cancellation and the related Class A Mortgage will be satisfied and discharged.
In that event, the lien of such Class A Mortgage on SCE&G's property will cease
to exist and the Mortgage will constitute, subject to certain exceptions, a
first mortgage lien on the property mortgaged thereby. (Section 1207)
Class A Bonds. The Class A Bonds are issued under the Class A Mortgage,
and delivered to the Trustee under the Mortgage. The Class A Bonds will be
registered in the name of the Trustee and will be owned and held, subject to the
provisions of the Mortgage, for the benefit of the holders of all of the Bonds
Outstanding from time to time. SCE&G will have no interest in the Class A Bonds
designated as the basis for authentication and delivery of Bonds. (Section 1201)
The Trustee may not transfer any Class A Bonds which have been
designated as the basis for the authentication and delivery of Bonds, except to
a successor trustee. At the time any Bonds which have been authenticated and
delivered upon the basis of Class A Bonds are no longer Outstanding, SCE&G may
request the Trustee to surrender for cancellation an equal principal amount of
such Class A Bonds. (Sections 1203 and 1204)
Lien of the Mortgage. The properties subject to the lien of the
Mortgage are also subject to the prior first mortgage lien of the Class A
Mortgage. As discussed under the heading "The Class A Mortgage--Security," the
lien of the Class A Mortgage is a first mortgage lien, subject to certain
exceptions, against the properties subject thereto. Until the Class A Mortgage
is discharged, the Bonds have the benefit of the lien of the Class A Mortgage on
the property mortgaged thereby, to the extent of the aggregate principal amount
of Class A Bonds designated as the basis for the authentication and delivery of
Bonds held by the Trustee.
(Granting Clauses and Article Twelve)
The lien of the Mortgage is also subject to liens on after-acquired
property existing at the time of acquisition and to various liens, including:
o tax liens, mechanics', materialmen's and similar liens and certain
employees' liens, in each case, which are not delinquent and which are being
contested,
o certain judgment liens, easements, reservations and rights of others
(including governmental entities) in, and defects of title to, the property
subject to the lien of the Mortgage which do not materially impair its use by
SCE&G,
o certain leases, and
o certain other liens and encumbrances. (Granting Clauses and Section 101)
The following, among other things, are excepted from the lien of the
Mortgage:
o cash and securities not held under the Mortgage,
o contracts, leases and other agreements, bills, notes and other
instruments, receivables, claims, certain intellectual property rights and other
general intangibles,
o automotive and similar vehicles, movable equipment, and railroad, marine
and flight equipment,
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o all goods, stock in trade, wares and merchandise held for sale in the
ordinary course of business,
o fuel (including nuclear fuel assemblies), materials, supplies and other
personal property consumable in the operation of SCE&G's business,
o portable equipment,
o furniture and furnishings, and computers, machinery and equipment used
exclusively for corporate administrative or clerical purposes,
o electric energy, gas and other products generated, produced or purchased,
o substances mined, extracted or otherwise separated from the land and all
rights thereto, leasehold interests, and,
o with certain exceptions, all property which is located outside of the
State of South Carolina or Columbia County, Georgia. (Granting Clauses)
The Mortgage contains provisions subjecting (with certain exceptions and
limitations and subject to the prior lien of theClass A Mortgage) after-acquired
electric utility property to the lien of the Mortgage. (Granting Clauses)
The Mortgage provides that the Trustee has a lien upon the property
subject to the lien of the Mortgage, for the payment of its compensation and
expenses. This Trustee's lien is prior to the lien on behalf of the holders of
the Bonds. (Section 1607)
Issuance of Bonds
The maximum principal amount of Bonds which SCE&G may issue under the
Mortgage is unlimited. (Section 201) SCE&G may issue Bonds of any series from
time to time on the basis of, and in an aggregate principal amount not exceeding
o the aggregate principal amount of Class A Bonds issued and delivered to
the Trustee and designated by SCE&G as the basis for such issuance,
o 70% of the amount of Unfunded Net Property Additions (generally defined
as Property Additions (net of retirements) which are not subject to the lien of
the Class A Mortgage and which have not been made or deemed to have been made
the basis of the authentication and delivery of Bonds or used for other purposes
under the Mortgage),
o the aggregate principal amount of retired Bonds, and
o cash deposited with the Trustee. (Sections 101 and 302 and Articles Four,
Five and Six)
Property Additions are generally defined to include any Property
subject to the lien of the Mortgage which SCE&G may elect to designate as such,
except (with certain exceptions) goodwill, going concern value rights,
intangible property or any property the cost of acquisition or construction of
which is properly chargeable to an operating expense account of SCE&G. (Section
104)
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Since the Mortgaged Property is subject to the lien of the Class A
Mortgage, the New Bonds are issued on the basis of Class A Bonds. The amount of
Bonds SCE&G may issue on that basis will be limited by the amount of Class A
Bonds which may be issued under the Class A Mortgage. See "The Class A Mortgage
- - Issuance of Additional Bonds."
With certain exceptions in the case of Bonds issued on the basis of
Class A Bonds and retired Bonds as described above, we can issue Bonds only if
the Adjusted Net Earnings of SCE&G for 12 consecutive months within the
preceding 18 months is at least twice the Annual Interest Requirements on:
o all Bonds at the time outstanding,
o the Bonds then applied for, and
o all outstanding Class A Bonds other than Class A Bonds held by the
Trustee under the Mortgage. (Sections 103, 301, 302 and
501)
Release of Property
SCE&G may obtain the release of property from the lien of the Mortgage
either upon the basis of an equal amount of Unfunded Net Property Additions or
upon the basis of the deposit of cash or a credit for Retired Securities and
certain other obligations. SCE&G may also obtain the release of property upon
the basis of the release of the property from the lien of the Class A Mortgage.
(Article Ten)
Withdrawal of Cash
SCE&G may withdraw cash deposited as the basis for the issuance of
Bonds and cash representing payments in respect of Class A Bonds designated as
the basis for the issuance of Bonds upon the basis of (1) Unfunded Net Property
Additions in an amount equal to ten-sevenths of such cash, (2) an equal amount
of Retired Bonds or (3) an equal amount of Class A Bonds not then designated as
the basis for the issuance of Bonds or the withdrawal of cash. (Sections 601 and
1202) In addition, SCE&G may withdraw cash upon the basis of (a) an equal amount
of Unfunded Net Property Additions, or (b) ten-sevenths of the amount of Retired
Securities, or may apply such cash to (y) the purchase of Bonds (at prices not
exceeding ten-sevenths of the principal amount thereof) or (z) the redemption or
payment at stated maturity of Bonds. (Sections 601 and 1005)
Modification of Mortgage
Except for modifications which will not have a material adverse effect
upon the interests of the Holders of the Bonds, the holders of a majority in
aggregate principal amount of the Outstanding Bonds (or if only certain series
would be affected, the Outstanding Bonds of that series) must consent to amend
the Mortgage. However, no amendment may, without the consent of the holder of
each Outstanding Bond directly affected by the amendment, (1) change the Stated
Maturity of the principal of or interest on that Bond, or reduce the principal
amount, or the rate of interest on that Bond, or (2) permit the creation of a
lien prior to the lien of the Mortgage on substantially all of the Mortgaged
Property or otherwise deprive those holders of the security of the lien of the
Mortgage. (Section 1702)
Events of Default
Each of the following events is an Event of Default under the Mortgage:
o SCE&G fails to make payments of principal or premium within three days,
or interest within 60 days, after the due date,
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o SCE&G fails to perform or breaches any other covenant or warranty for a
period of 90 days after notice,
o SCE&G files for bankruptcy or certain other events involving insolvency,
receivership or bankruptcy occur, and
o SCE&G defaults under any Class A Mortgage. (Section 1101)
If an Event of Default occurs and is continuing, either the Trustee or
the Holders of 25% in principal amount of the Outstanding Bonds may declare the
principal amount of all of the Outstanding Bonds to be immediately due and
payable. After the declaration of maturity has been made, but before the sale of
any of the Mortgaged Property and before the Trustee has obtained a judgment or
decree for payment of money, the Event of Default giving rise to such
declaration of acceleration will be waived, and such declaration and its
consequences will be rescinded and annulled, if SCE&G cures such Event of
Default. (Sections 1102 and 1117)
The Holders of a majority in principal amount of the Outstanding Bonds
may direct the time, method and place of conducting any proceeding for the
enforcement of the Mortgage available to the Trustee or exercising any trust or
power conferred on the Trustee. No Holder of any Bond has the right to institute
any proceeding with respect to the Mortgage, or for the appointment of a
receiver or for any other remedy thereunder, unless
o that Holder previously gave written notice of an Event of Default to the
Trustee,
o the Holders of a majority in principal amount of Outstanding Bonds
tendered to the Trustee reasonable indemnity against costs and liabilities and
requested that the Trustee take action,
o the Trustee declined to take action, and
o the Holders of a majority in principal amount of Outstanding Bonds have
given no inconsistent direction;
provided, however, that each Holder of a Bond has the right to enforce
payment of that Bond when due. (Sections 1111, 1112 and 1116)
In addition to the rights and remedies provided in the Mortgage, the
Trustee may exercise any right or remedy available to the Trustee in its
capacity as the owner and holder of Class A Bonds which arises as a result of a
default under the Class A Mortgage. (Section 1119)
Evidence of Compliance
The Trust Indenture Act requires that SCE&G give the Trustee, at least
annually, a brief statement as to SCE&G's compliance with the conditions and
covenants under the Mortgage. (Article Eight)
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The Class A Mortgage
General. Capitalized terms used under this sub-heading which are not
otherwise defined in this prospectus have the meanings ascribed to those terms
in the Class A Mortgage. The summaries under this sub-heading are not detailed.
Whenever particular provisions of the Class A Mortgage or terms defined in the
Class A Mortgage are referred to in this section, those provisions or
definitions are qualified by reference to the Class A Mortgage. References to
article and section numbers in this sub-heading, unless otherwise indicated, are
references to article and section numbers of the Class A Mortgage. A copy of the
Class A Mortgage is included as an exhibit to the registration statement of
which this prospectus is a part.
Security. The Class A Bonds are secured, equally and ratably with all
other bonds issued and outstanding under the Class A Mortgage, by a direct lien
on substantially all of SCE&G's fixed property and franchises used or useful in
its public utility businesses (except cash, securities, contracts and accounts
receivable, materials and supplies, natural gas, oil, certain minerals and
mineral rights and certain other assets) now owned by SCE&G. The lien of the
Class A Mortgage is a first lien except that it is subject to (1) certain
excepted encumbrances and (2) the fact that titles to certain properties are
subject to reservations and encumbrances such as are customarily encountered in
the public utility business and which do not materially interfere with their
use. The Class A Mortgage contains provisions for the subjection (with certain
exceptions and limitations) of after-acquired property of SCE&G to the lien
thereof. (Granting Clauses)
The Class A Mortgage prohibits SCE&G from acquiring property subject to
prior liens if, following the acquisition, prior lien bonds would exceed 15% of
the aggregate of outstanding bonds unless the principal amount of indebtedness
secured by such prior liens does not exceed 70% of the cost of such property to
SCE&G and unless, in certain cases, the net earnings of such property meet
certain tests. (Section 7.05 and Fifty-third Supplemental Section 2.02)
The Class A Trustee has a lien upon the property subject to the lien of
the Class A Mortgage for payment of its reasonable compensation and expenses and
for indemnification against certain liabilities. This lien is prior to the lien
on behalf of the holders of bonds. (Section 16.10)
Issuance of Additional Bonds. The principal amount of bonds which may
be secured by the Class A Mortgage is limited to $5,000,000,000 but may be
increased by a supplemental indenture or indentures without the consent of
bondholders or stockholders. (Section 2.01 and Fifty-third Supplemental Section
1.04) Additional bonds may from time to time be issued on the basis of
o 70% of unfunded net property additions,
o deposit of cash or
o retirement of bonds.
With certain exceptions in the case of bonds issued on the basis of the
retirement of bonds, we can issue bonds only if net earnings for 12 consecutive
months out of the preceding 15 months are at least twice the annual interest
requirements on all bonds to be outstanding and all prior lien bonds.
SCE&G may withdraw, or apply to the purchase or redemption of bonds,
cash deposited with the Class A Trustee as the basis for the issuance of bonds
in an amount equal to the principal amount of bonds which SCE&G is then entitled
to have authenticated and delivered. (Section 1.03 and Articles IV, V and VI) At
June 30, 1999 unfunded net property additions were approximately $507.5 million,
sufficient to permit the issuance of approximately $355.3 million principal
amount of bonds under the Class A Mortgage.
Retirement credits in the amount of $81.8 million were available at June 30,
1999.
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Sinking Fund. The Class A Mortgage requires SCE&G to deposit, on or
before June 1 in each year, with the Class A Trustee as a "sinking fund
requirement" an amount equal to 1% of the aggregate principal amount of bonds
(other than bonds authenticated on the basis of retirements of other bonds and
certain retired bonds). SCE&G may pay the sinking fund requirement in cash or
bonds. In addition, we may satisfy a portion of the sinking fund requirement by
certifying to the Class A Trustee unfunded net property additions in an amount
equal to ten-sevenths of the portion of the sinking fund requirement being
satisfied. Any cash deposited may be applied to the purchase or redemption of
bonds of any series or may be withdrawn by SCE&G against deposit of bonds.
(Section 2.12, Second Supplemental Section 2, Third through Fifth, Seventh
through Eleventh, Thirteenth through Fifty-third Supplementals, Section 1.03 and
Sixth and Twelfth Supplementals Section 2.03)
Events of Default; Concerning the Trustee. The following are defaults under
the Class A Mortgage:
o SCE&G fails to make payments of principal or interest,
o SCE&G fails to make any sinking fund or purchase fund payment,
o SCE&G files for bankruptcy or certain other events involving insolvency,
receivership or bankruptcy occur, and
o SCE&G fails to perform certain covenants or agreements.
Certain of these events become defaults only after the lapse of prescribed
periods of time and/or notice from the Trustee. (Section 11.01) The Trust
Indenture Act requires SCE&G to furnish the Class A Trustee with periodic
evidence as to the absence of defaults and as to compliance with the terms of
the Class A Mortgage.
Upon the occurrence of a default under the Class A Mortgage, either the
Class A Trustee or the holders of not less than 20% in principal amount of
outstanding bonds may declare the principal of all outstanding bonds immediately
due and payable. However, if the default is cured, the holders of a majority in
principal amount of outstanding bonds may rescind that declaration and waive the
default and its consequences. (Section 11.05)
The holders of a majority in principal amount of outstanding bonds may
direct the time, method and place of conducting any proceeding for the
enforcement of the Class A Mortgage. (Section 11.12) No holder of any bond has
the right to institute any proceeding with respect to the Class A Mortgage
unless
o the holder previously gave written notice of a default to the Class A
Trustee,
o the holders of not less than 20% in principal amount of outstanding bonds
tendered to the Class A Trustee reasonable indemnity against costs and
liabilities and requested the Class A Trustee to take action,
o the Class A Trustee declined to take action, and
o the holders of a majority in principal amount of outstanding bonds have
given no inconsistent direction;
provided, however, that each holder of a bond shall have the right to
enforce payment of that Bond when due. (Section 11.14)
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Miscellaneous. Subject to certain exceptions and limitations contained
in the Class A Mortgage, property subject to the lien of that mortgage may be
released only upon the substitution of cash, divisional bonds, bonds
authenticated under the Class A Mortgage or certain other property. (Article X)
Amendments of the Class A Mortgage require the consent of the holders of 66 2/3%
in principal amount of outstanding bonds; provided, the bondholders shall have
no power
o to extend the maturity, or reduce the rate or extend the time of payment
of interest on any bonds, or reduce the principal amount of any bonds, or change
provisions relating to the sinking fund or the redemption provisions of any
series of bonds outstanding under the Class A Mortgage, without the express
consent of the holder of each bond which would be affected,
o to reduce the percentages of holders whose consent is required to enter
into any supplemental indenture, without the consent of the holders of all bonds
outstanding,
o to permit the creation by SCE&G of any mortgage or pledge or lien in the
nature thereof, ranking prior to or equal with the lien of the Class A Mortgage
on any of the mortgaged property, or
o to deprive the holder of any bond outstanding under the Class A Mortgage
of the lien of the Class A Mortgage. (Fifty-third Supplemental Section 2.01)
Amendment of the Class A Mortgage by Vote of Trustee
The Mortgage provides that, if SCE&G requests the holders of the Class
A Bonds to eliminate the sinking provisions of the Mortgage, the Trustee, as
such a holder, will vote to amend the Class A Mortgage to eliminate the sinking
provisions accordingly. The Company intends to request the Trustee to do so at
such time as the Trustee is the sole holder of the Class A Bonds. (Article Two,
Fifty-third Supplemental)
With respect to any other amendments to the Class A Mortgage, the
Trustee will vote proportionately with what it reasonably believes will be the
vote of the holders of all other Class A Bonds. However, if the proposed
amendment of the Mortgage is an amendment or modification described under
"Modification of Mortgage" that requires the prior consent of a majority in
aggregate principal amount of the Outstanding Bonds (or if only certain series
would be affected, the Outstanding Bonds of such series), then the Trustee will
not vote in favor of that amendment unless the consent requirement has already
been met. (Article Twelve)
BOOK-ENTRY SYSTEM
If provided in the prospectus supplement, except under the
circumstances described below, SCE&G will issue the New Bonds as one or more
global Bonds (each a "Global Bond"), each of which will represent beneficial
interests in the New Bonds. Each such beneficial interest in a Global Bond is
called a "Book-Entry Bond" in this prospectus. We will deposit those Global
Bonds with, or on behalf of, The Depository Trust Company, New York, New York,
or another depository as we may subsequently designate (the "Depository")
relating to the New Bonds, and register them in the name of a nominee of the
Depository.
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So long as the Depository, or its nominee, is the registered owner of a
Global Bond, the Depository or its nominee, as the case may be, will be
considered the owner of that Global Bond for all purposes under the Mortgage. We
will make payments of principal of, any premium and interest on the Global Bond
to the Depository or its nominee, as the case may be, as the registered owner of
that Global Bond. Except as set forth below, owners of a beneficial interest in
a Global Bond will not be entitled to have any individual New Bonds registered
in their names, will not receive or be entitled to receive physical delivery of
any New Bonds and will not be considered the owners of New Bonds under the
Mortgage.
Accordingly, to exercise any of the rights of the registered owners of
the New Bonds, each person holding a beneficial interest in a Global Bond must
rely on the procedures of the Depository. If that person is not a Direct
Participant (hereinafter defined), then that person must also rely on procedures
of the Direct Participant through which that person holds its interest.
The following information concerning DTC and DTC's book-entry system
has been obtained from sources that SCE&G believes to be reliable, but neither
SCE&G nor any underwriter, dealer or agent takes any responsibility for the
accuracy of that information.
DTC will act as securities depository for the Global Bonds. The Global
Bonds will be issued as fully-registered securities registered in the name of
Cede & Co. (DTC's partnership nominee). One fully-registered New Bond
certificate will be issued for each issue of the New Bonds, each in the
aggregate principal amount of such issue, and will be deposited with DTC. If,
however, the aggregate principal amount of any issue exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal amount
and an additional certificate will be issued with respect to any remaining
principal amount of such issue.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. 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 SEC.
Purchases of the New Bonds under the DTC system must be made by or
through Direct Participants, which will receive a credit for the New Bonds on
DTC's records. The ownership interest of each actual purchaser of each New Bond
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written 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
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which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the New Bonds are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the New
Bonds, except in the event that use of the book-entry system for the New Bonds
is discontinued.
To facilitate subsequent transfers, all New Bonds deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of New Bonds with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the New Bonds; DTC's records reflect only the
identity of the Direct Participants to whose accounts such New Bonds are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the New
Bonds within an issue are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the New
Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to SCE&G as soon
as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
New Bonds are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
Principal and interest payments on the New Bonds will be made to Cede &
Co., as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail from SCE&G or the
Trustee on payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC, the
Trustee or SCE&G, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of principal and interest to Cede & Co. is
the responsibility of SCE&G or the Trustee. Disbursement of such payments to
Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
A Beneficial Owner shall give notice of any option to elect to have its
Book-Entry Bonds repaid by SCE&G, through its Participant, to the Trustee and
shall effect delivery of such Book-Entry Bonds by causing the Direct Participant
to transfer the Participant's interest in the Global Bond or Bonds representing
such Book-Entry Bonds, on DTC's records, to the Trustee. The requirement for
physical delivery of Book-Entry Bonds in connection with a demand for repayment
will be deemed satisfied when the ownership rights in the Global Bond or Bonds
representing such Book-Entry Bonds are transferred by Direct Participants on
DTC's records.
DTC management is aware that some computer applications, systems, and
the like for processing data ("Data Systems") that are dependent upon calendar
dates, including dates before, on, and after January 1, 2000, may encounter
"Year 2000 problems." DTC has informed its Participants and other members of
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the financial community (the "Industry") that it has developed and is
implementing a program so that its Data Systems, as the same relate to the
timely payment of distributions (including principal and income payments) to
security holders, book-entry deliveries, and settlement of trades within DTC
("DTC Services"), continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which DTC expects to be
completed within appropriate time frames.
However, DTC's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third-party vendors from whom DTC licenses software and
hardware, and third-party vendors on whom DTC relies for information or the
provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed the Industry that it is
contacting (and will continue to contact) third-party vendors from whom DTC
acquires services to: (1) impress upon them the importance of such services
being Year 2000 compliant; and (2) determine the extent of their efforts for
Year 2000 remediation (and, as appropriate, testing) of their services. In
addition, DTC is in the process of developing such contingency plans as it deems
appropriate.
According to DTC, the foregoing information with respect to DTC has
been provided to the Industry for informational purposes only and is not
intended to serve as a representation, warranty, or contract modification of any
kind.
DTC may discontinue providing its services as securities depository
with respect to the New Bonds at any time by giving reasonable notice to SCE&G
or the Trustee. Under those circumstances, in the event that a successor
securities depository is not obtained, New Bonds in certificated form are
required to be printed and delivered. SCE&G may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor securities
depository). In that event, New Bonds in certificated form will be printed and
delivered.
Neither SCE&G nor the Trustee will have any responsibility or
obligation to the Depositary, any Participant in the book-entry system or any
Beneficial Owner with respect to (1) the accuracy of any records maintained by
the Depository or any Participant; (2) the payment by the Depository or by any
Participant of any amount due to any Participant or Beneficial Owner,
respectively, in respect of the principal amount or purchase price or redemption
price of, or interest on, any New Bonds; (3) the delivery of any notice by the
Depository or any participant; (4) the selection of the Beneficial Owners to
receive payment in the event of any partial redemption of the New Bonds; or (5)
any other action taken by the Depository or any Participant.
PLAN OF DISTRIBUTION
SCE&G may offer the New Bonds in any of three ways:
o through underwriters or dealers,
o directly to a limited number of purchasers or to a single purchaser, or
o through agents.
Each prospectus supplement will set forth:
o the terms of the offering of the New Bonds,
o the proceeds to SCE&G,
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o any underwriting discounts and other items constituting underwriters'
compensation, and
o any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers.
From time to time, SCE&G may change any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers.
If underwriters are involved, the New Bonds being sold will be acquired
by them for their own account and they may resell the New Bonds from time to
time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Underwriters may offer the New Bonds to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The applicable prospectus supplement will
name any underwriter involved in a sale of New Bonds and the cover page will
state the name of the managing underwriter. Any underwriting agreement will
provide that the obligations of the underwriters are subject to certain
conditions precedent, and that the underwriters will be obligated to purchase
all of the New Bonds to which that underwriting agreement relates if any are
purchased. SCE&G may agree to indemnify any underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933.
SCE&G may sell the New Bonds directly or through agents designated by
SCE&G from time to time. In the applicable prospectus supplement, SCE&G will
state the name of any agent involved in the offer or sale of the New Bonds as
well as any commissions payable by SCE&G to such agent. Unless otherwise
indicated in the prospectus supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
EXPERTS
H. Thomas Arthur, II, Esq. has prepared or reviewed the statements made
under "DESCRIPTION OF THE NEW BONDS," as to matters of law and legal
conclusions. Such statements are made in reliance upon his authority as an
expert. Mr. Arthur is a Senior Vice President, General Counsel and an Assistant
Secretary of SCE&G.
The consolidated financial statements incorporated by reference from
SCE&G's Annual Report on Form 10-K for the year ended December 31, 1998 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated, by reference into this prospectus and is so
incorporated in reliance upon the report of such firm, given upon their
authority as experts in accounting and auditing.
VALIDITY OF THE NEW BONDS
McNair Law Firm, P.A., of Columbia, South Carolina, and H. Thomas
Arthur, II, Esquire of SCE&G will pass upon the validity of the New Bonds for
SCE&G. Thelen Reid & Priest LLP, of New York, New York, will pass upon the
validity of the New Bonds for any underwriters. Thelen Reid & Priest LLP will
rely as to all matters of South Carolina law upon the opinion of the General
Counsel of SCE&G. Thelen Reid & Priest LLP, from time to time, renders legal
services to SCE&G.
At July 31, 1999, H. Thomas Arthur, II, Esq. beneficially 9,331 shares
of SCANA Corporation's Common Stock, including shares acquired by the trustee
under its Stock Purchase-Savings Program by use of contributions made by those
attorneys and earnings thereon and including shares purchased by the trustee by
use of SCANA contributions and earnings thereon.
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PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee....... $ 83,400
Printing Expense.................................... 25,000#
Blue Sky and Legal fees............................. 160,000#
Rating Agency fees.................................. 37,000#
Trustee fees........................................ 25,000#
Accounting services................................. 25,000#
Miscellaneous....................................... 15,000#
Total.............................................. $370,400#
# Estimated
Item 15. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits, and the
Registrant's By-Laws require, indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act. Under Sections 33-8-510, 33-8-550 and
33-8-560 of the South Carolina Business Corporation Act of 1988, a South
Carolina corporation is authorized generally to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and reasonably
believed their conduct to be in the best interests of the corporation and, in
the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Registrant's By-Laws require indemnification of
directors and officers with respect to expenses actually and necessarily
incurred by them in connection with the defense or settlement of any action,
suit or proceeding in which they are made parties by reason of having been a
director or officer, except in relation to matters as to which they shall be
adjudged to be liable for willful misconduct in the performance of duty and to
such matters as shall be settled by agreement predicated on the existence of
such liability. In addition, the Registrant carries insurance on behalf of
directors, officers, employees or agents that may cover liabilities under the
Securities Act.
Item 16. Exhibits
Exhibits required to be filed with this registration statement are
listed in the following Exhibit Index. Certain of such exhibits which have
heretofore been filed with the Securities and Exchange Commission and which are
designated by reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
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(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, except for the assignment of a security
rating pursuant to transaction requirement B-2 of Form S-3, which requirement
the Registrant reasonably believes will be met by the time of sale, and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State of South
Carolina, on October 6, 1999.
(REGISTRANT) South Carolina Electric & Gas Company
By: s/J. L. Skolds
(Name & Title): J. L. Skolds, President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement 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,
Chief Executive Officer and Director
Date: October 6, 1999
(ii) Principal financial officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President-Finance and
Chief Financial Officer
Date: October 6, 1999
(iii) Principal accounting officer:
By: s/J. E. Addison
(Name & Title) J. E. Addison, Vice President and Controller
Date: October 6, 1999
(iv) Other Directors:
*B. L. Amick; J. A. Bennett; W. B. Bookhart, Jr.,; W. T. Cassels, Jr.;
H. M. Chapman; E. T. Freeman; L. M. Gressette, Jr.; W. H. Hipp;
F. C. McMaster; L. M. Miller; J. B. Rhodes; M. K. Sloan
* Signed on behalf of each of these persons:
s/K. B. Marsh
K. B. Marsh
(Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit No.
Description
1.01 Underwriting Agreement
Form of Underwriting Agreement relating to the New Bonds
Filed herewith on page 25)
2.01 Agreement and Plan of Merger, dated as of February 16, 1999 as
amended and restated as of May 10, 1999, by and among Public
Service Company of North Carolina, Incorporated, SCANA
Corporation, New Sub I, Inc. and New Sub II, Inc. (Filed as
Exhibit 2.1 to SCANA Registration Statement No. 333-78227)
3.01 Restated Articles of Incorporation of SCE&G, as adopted on
December 15, 1993 (Filed herewith on page 45)
3.02 Articles of Amendment of SCE&G, dated June 7, 1994 and filed
June 9, 1994 (Filed herewith on page 87)
3.03 Articles of Amendment of SCE&G, dated November 9, 1994
(Filed herewith on page 90)
3.04 Articles of Amendment of SCE&G, dated December 9, 1994
(Filed herewith on page 92)
3.05 Articles of Correction of SCE&G, dated January 17, 1995
(Filed herewith on page 94)
3.06 Articles of Amendment of SCE&G, dated January 13, 1995 and
filed January 17, 1995 (Filed herewith on page 95)
3.07 Articles of Amendment of SCE&G, dated March 30, 1995
(Filed herewith on page 97)
3.08 Articles of Correction of SCE&G - Amendment to Statement filed
March 31, 1995, dated December 13, 1995 (Filed herewith on
page 99)
3.09 Articles of Amendment of SCE&G, dated December 13, 1995
(Filed herewith on page 100)
3.10 Articles of Amendment of SCE&G, dated February 18, 1997
(Filed as Exhibit 3-L to Registration Statement No. 333-24919)
3.11 Articles of Amendment of SCE&G, dated February 21, 1997
(Filed herewith on page 102)
3.12 Articles of Amendment of SCE&G, dated April 22, 1997
(Filed herewith on page 104)
3.13 Articles of Amendment of SCE&G, dated April 9, 1998
(Filed herewith on page 108)
3.14 By-Laws of SCE&G as revised and amended on December 17, 1997
(Filed herewith on page 110)
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Exhibit No.
Description
4.01 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 (Filed as Exhibit 2-B to Registration Statement No.
2-26459)
4.02 Fourth Supplemental Indenture dated as of April 1, 1950, to
Indenture referred to in Exhibit 4.01, pursuant to which SCE&G
assumed said Indenture (Filed as Exhibit 2-C to Registration
Statement No. 2-26459)
4.03 Fifth through Fifty-second Supplemental Indentures referred to
in Exhibit 4.01 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-O 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 2-B 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 2-A-3 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
23
<PAGE>
Exhibit No.
Description
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-57955
4.04 Fifty-Third Supplemental Indenture, dated as of May 1, 1999, to
Indenture referred to in Exhibit 4.01 (Filed herewith on
page 128)
4.05 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)
4.06 First Supplemental Indenture to Indenture referred to in
Exhibit 4.05 dated as of June 1, 1993 (Filed as Exhibit 4-G to
Registration Statement No. 33-49421)
4.07 Second Supplemental Indenture to Indenture referred to in
Exhibit 4-F dated as of June 15, 1993 (Filed as Exhibit 4-G to
Registration Statement No. 33-57955)
5.01 Opinion Re Legality
Opinion of H. T. Arthur, II, Esq. (Filed herewith)
8.01 Opinion Re Tax Matters (Not Applicable)
10.01 Supplemental Executive Retirement Plan (Filed herewith on
page 153)
12.01 Statements Re Computation of Ratios (Filed herewith)
15.01 Letter Re Unaudited Interim Financial Information (Not Applicable)
23.01 Consents of Experts and Counsel
A. Consent of Deloitte & Touche LLP (Filed herewith)
B. Consent of H. T. Arthur, II, Esq. is contained in his
opinion filed as Exhibit 5.01.
24.01 Power of Attorney (Filed herewith)
25.01 Statement of Eligibility of Trustee
Statement of Eligibility of The Bank of New York, as Trustee
Form T-1) (Filed herewith)
26.01 Invitations for Competitive Bids (Not Applicable)
27.01 Financial Data Schedule (Not Applicable)
99.01 Additional Exhibits (Not Applicable)
24
