Registration No. 333-101449
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-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 57-0248695
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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, Esq.
Senior Vice President and General Counsel
SCANA Corporation
1426 Main Street
Columbia, South Carolina 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. James J. Wheaton, Esq.
McNair Law Firm, P.A. Troutman Sanders LLP
1301 Gervais Street - 17th Floor 4425 Corporation Lane, Suite 420
Columbia, SC 29201 Virginia Beach, VA 23462
(803)799-9800 (757) 687-7500
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. (___)
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. (___)
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 January 10, 2003.
(REGISTRANT) South Carolina Electric & Gas Company
By: s/N. O. Lorick
(Name & Title): N. O. Lorick, 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: January 10, 2003
(ii) Principal financial officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President-Finance and
Chief Financial Officer
Date: January 10, 2003
(iii) Principal accounting officer:
By: s/J. E. Swan, IV
(Name & Title) J. E. Swan, IV, Controller
Date: January 10, 2003
(iv) Other Directors:
*B. L. Amick; J. A. Bennett; W. B. Bookhart, Jr.; W. C. Burkhardt; E. T.
Freeman; D. M. Hagood; W. H. Hipp; L. M. Miller; M. K. Sloan; H. C. Stowe and
G. S. York
* Signed on behalf of each of these persons by Kevin B. Marsh, Attorney-in-Fact
Date: January 10, 2003
EXHIBIT INDEX
Exhibit No.
Description
1.01 Underwriting Agreement
Form of Underwriting Agreement relating to the New Bonds
(Previously filed)
3.01 Restated Articles of Incorporation, as adopted on May 3, 2001
(Filed as Exhibit 3.01 to Registration Statement No. 333-65460)
3.02 Articles of Amendment dated May 22, 2001 (Filed as Exhibit 3.02
to Registration Statement No. 333-65460)
3.03 Articles of Correction dated June 1, 2001 (Filed as Exhibit 3.03
to Registration Statement No. 333-65460)
3.04 Articles of Amendment dated June 14, 2001 (Filed as Exhibit 3.04
to Registration Statement No. 333-65460)
3.05 Articles of Amendment dated August 30, 2001 (Previously filed)
3.06 Articles of Amendment dated March 13, 2002 (Previously filed)
3.07 Articles of Amendment dated May 9, 2002 (Previously filed)
3.08 Articles of Amendment dated June 4, 2002 (Previously filed)
3.09 Articles of Amendment dated August 12, 2002 (Previously filed)
3.10 By-Laws as revised and amended on February 22, 2001 (Filed as
Exhibit 3.05 to Registration Statement No. 333-65460)
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 to Indenture
referred to in Exhibit 4.01 dated as of the dates indicated
below and filed as exhibits to the Registration Statements
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
Exhibit No. Description
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. 2-26489
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. 2-26459
September 1, 1968 Exhibit 4-O to Registration No. 2-29693
June 1, 1969 Exhibit 4-C to Registration No. 2-31569
December 1, 1969 Exhibit 4-O to Registration No. 33-38580
June 1, 1970 Exhibit 4-R to Registration No. 2-35388
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-37363
January 1, 1972 Exhibit 2-B to Registration No. 2-40324
July 1, 1974 Exhibit 2-A-19 to Registration No. 33-38580
May 1, 1975 Exhibit 4-C to Registration No. 2-51291
July 1, 1975 Exhibit 2-B-21 to Registration No. 33-38580
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-53908
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-55304
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-57936
May 1, 1977 Exhibit 4-C to Registration No. 2-58662
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
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
Exhibit
No. Description
4.04 Fifty-Third Supplemental Indenture, dated as of May 1, 1999, to
Indenture referred to in Exhibit 4.01 (Filed as Exhibit 4.04 to
Registration Statement No. 333-86387)
4.05 Indenture dated as of April 1, 1993 from SCE&G 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 4.05 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. Thomas Arthur, Esq. (Previously filed)
8.01 Opinion Re Tax Matters (Not Applicable)
10.01 Service Agreement between SCE&G and SCANA Services, Inc.,
effective April 1, 2002 (Previously filed)
12.01 Statements Re Computation of Ratios (Previously filed)
15.01 Letter re Unaudited Interim Financial Information
(Not applicable)
23.01 Consents of Experts and Counsel
A. Consent of Deloitte & Touche LLP (Previously filed) B.
Consent of H. Thomas Arthur, Esq. (Previously filed)
24.01 Power of Attorney (Previously filed)
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)