UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
FORM 10-Q/A
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2008
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
| Commission | Registrant, State of Incorporation, | I.R.S. Employer |
| File Number | Address and Telephone Number | Identification No. |
| 1-3375 | South Carolina Electric & Gas Company | 57-0248695 |
| (a South Carolina corporation) | ||
| 1426 Main Street, Columbia, South Carolina 29201 | ||
| (803) 217-9000 |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Description of | Shares Outstanding | |
| Registrant | Common Stock | at July 31, 2008 |
| South Carolina Electric & Gas Company | $4.50 Par Value | 40,296,147 (a) |
(a)Owned beneficially and of record by SCANA Corporation. | ||
EXPLANATORY NOTE
This Amendment No. 2 to the Quarterly Report on Form 10-Q of South Carolina Electric & Gas Company (“SCE&G”) for the quarter ended June 30, 2008 is being filed to correct typographical errors in the Section 302 certifications set forth in Exhibits 31.07 and 31.08 to Amendment No. 1 thereto, which incorrectly referred to this quarterly report on Form 10-Q as an “annual” report on Form 10-Q. No changes are being made to any other portions of the Form 10-Q originally filed, as amended by Amendment No. 1.
ITEM 6. EXHIBITS
Exhibits filed or furnished with this Quarterly Report on Form 10-Q are listed in the following Exhibit Index.
As permitted under Item 601(b)(4)(iii) of Regulation S-K, instruments defining the rights of holders of long-term debt of less than 10 percent of the total consolidated assets of SCE&G, for itself and its consolidated affiliates, have been omitted and SCE&G agrees to furnish a copy of such instruments to the Commission upon request.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SOUTH CAROLINA ELECTRIC & GAS COMPANY | |
| (Registrant) |
| By: | /s/James E. Swan, IV |
| October 9, 2009 | James E. Swan, IV |
| Controller | |
| (Principal accounting officer) |
3
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| 3.03 | Restated Articles of Incorporation of South Carolina Electric & Gas Company, as adopted on May 3, 2001 (Filed as Exhibit 3.01 to Registration Statement No. 333-65460 and incorporated by reference herein) | ||||
| 3.04 | Articles of Amendment effective as of the dates indicated below and filed as exhibits to the Registration Statements or Exchange Act reports set forth below and are incorporated by reference herein | ||||
| May 22, 2001 | Exhibit 3.02 | to Registration No. 333-65460 | |||
| June 14, 2001 | Exhibit 3.04 | to Registration No. 333-65460 | |||
| August 30, 2001 | Exhibit 3.05 | to Registration No. 333-101449 | |||
| March 13, 2002 | Exhibit 3.06 | to Registration No. 333-101449 | |||
| May 9, 2002 | Exhibit 3.07 | to Registration No. 333-101449 | |||
| June 4, 2002 | Exhibit 3.08 | to Registration No. 333-101449 | |||
| August 12, 2002 | Exhibit 3.09 | to Registration No. 333-101449 | |||
| March 13, 2003 | Exhibit 3.03 | to Registration No. 333-108760 | |||
| May 22, 2003 | Exhibit 3.04 | to Registration No. 333-108760 | |||
| June 18, 2003 | Exhibit 3.05 | to Registration No. 333-108760 | |||
| August 7, 2003 | Exhibit 3.06 | to Registration No. 333-108760 | |||
| February 26, 2004 | Exhibit 3.05 | to Registration No. 333-145208-01 | |||
| May 18, 2004 | Exhibit 3.06 | to Registration No. 333-145208-01 | |||
| June 18, 2004 | Exhibit 3.07 | to Registration No. 333-145208-01 | |||
| August 12, 2004 | Exhibit 3.08 | to Registration No. 333-145208-01 | |||
| March 9, 2005 | Exhibit 3.09 | to Registration No. 333-145208-01 | |||
| May 16, 2005 | Exhibit 3.10 | to Registration No. 333-145208-01 | |||
| June 15, 2005 | Exhibit 3.11 | to Registration No. 333-145208-01 | |||
| August 16, 2005 | Exhibit 3.12 | to Registration No. 333-145208-01 | |||
| March 14, 2006 | Exhibit 3.13 | to Registration No. 333-145208-01 | |||
| May 11, 2006 | Exhibit 3.14 | to Registration No. 333-145208-01 | |||
| June 28, 2006 | Exhibit 3.15 | to Registration No. 333-145208-01 | |||
| August 16, 2006 | Exhibit 3.16 | to Registration No. 333-145208-01 | |||
| March 13, 2007 | Exhibit 3.17 | to Registration No. 333-145208-01 | |||
| May 22, 2007 | Exhibit 3.18 | to Registration No. 333-145208-01 | |||
| June 22, 2007 | Exhibit 3.19 | to Registration No. 333-145208-01 | |||
| August 21, 2007 | Exhibit 3.01 | to Form 8-K filed August 23, 2007 | |||
| May 15, 2008 | Exhibit 3.01 | to Form 8-K filed May 21, 2008 | |||
| July 9, 2008 | Exhibit 3.01 | to Form 8-K filed July 10, 2008 | |||
| 3.05 | Articles of Correction filed on June 1, 2001 correcting May 22, 2001 Articles of Amendment (Filed as Exhibit 3.03 to Registration Statement No. 333-65460 and incorporated by reference herein) | ||||
3.06 | Articles of Correction filed on February 17, 2004 correcting Articles of Amendment for the dates indicated below and filed as exhibits to Registration Statement No. 333-145208-01 set forth below and are incorporated by reference herein | ||||
| May 7, 2001 | Exhibit 3.21(a) | ||||
| May 22, 2001 | Exhibit 3.21(b) | ||||
| June 14, 2001 | Exhibit 3.21(c) | ||||
| August 30, 2001 | Exhibit 3.21(d) | ||||
4
| Exhibit No. | Description | |||
| March 13, 2002 | Exhibit 3.21(e) | |||
| May 9, 2002 | Exhibit 3.21(f) | |||
| June 4, 2002 | Exhibit 3.21(g) | |||
| August 12, 2002 | Exhibit 3.21(h) | |||
| March 13, 2003 | Exhibit 3.21(i) | |||
| May 22, 2003 | Exhibit 3.21(j) | |||
| June 18, 2003 | Exhibit 3.21(k) | |||
| August 7, 2003 | Exhibit 3.21(l) | |||
| 3.07 | Articles of Correction dated March 17, 2006, correcting March 14, 2006 Articles of Amendment (Filed as Exhibit 3.22 to Registration Statement No. 333-145208-01 and incorporated by reference herein) | |||
| 3.08 | Articles of Correction dated September 6, 2006, correcting August 16, 2006 Articles of Amendment (Filed as Exhibit 3.23 to Registration Statement No. 333-145208-01 and incorporated by reference herein) | |||
| 3.09 | Articles of Correction dated May 20, 2008, correcting May 15, 2008 Articles of Amendment (Filed as Exhibit 3.02 to Form 8-K on May 21, 2008 and incorporated by reference herein) | |||
| 3.11 | By-Laws of SCE&G as revised and amended on February 22, 2001 (Filed as Exhibit 3.05 to Registration Statement No. 333-65460 and incorporated by reference herein) | |||
| 10.01 | Engineering, Procurement and Construction Agreement, dated May 23, 2008, between South Carolina Electric & Gas Company, for itself and as Agent for the South Carolina Public Service Authority and a Consortium consisting of Westinghouse Electric Company LLC and Stone &Webster, Inc. (portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended) (Previously filed) | |||
| 31.03 | Certification of Principal Executive Officer Required by Rule 13a-14 (Previously filed) | |||
| 31.04 | Certification of Principal Financial Officer Required by Rule 13a-14 (Previously filed) | |||
| 31.07 | Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith) | |||
| 31.08 | Certification of Principal Financial Officer Required by Rule 13a-14 (Filed herewith) | |||
| 32.03 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (Previously furnished) | |||
| 32.04 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (Previously furnished) | |||
5