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. ( )
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.
2
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.
S-1
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
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
S-3
Summary Financial Information
(Dollar amounts in millions, except per share amounts)
(unaudited)
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.
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.
S-4
% 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.
S-5
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
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
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
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.
1
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.
2
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
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
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
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
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
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
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
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
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
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
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
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
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