SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 31, 2001
SCANA Corporation
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(Exact name of registrant as specified in its charter)
South Carolina 1-8809 57-0784499
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1426 Main Street, Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 217-9000
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Not applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
The Press Release dated May 31, 2001 attached hereto as Exhibit 20 is
incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Exhibits filed with this Current Report on Form 8-K are listed in the
following Exhibit Index.
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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 hereunto duly authorized.
SCANA Corporation
(Registrant)
June 12, 2001 By: s/Mark R. Cannon
Mark R. Cannon
Controller
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EXHIBIT INDEX
Number
20. Press release dated May 31, 2001.
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Exhibit 20
For Immediate Release
Investor Contacts: H. John Winn, III
(803) 217-9240
jwinn@scana.com
Byron W. Hinson
(803) 217-7458
bhinson@scana.com
SCANA Subsidiary Announces Gain from Closing of
Deutsche Telekom / Powertel Merger Transaction
Wilmington, Delaware, May 31, 2001--- SCANA Communications Holdings, Inc. (SCH),
an indirect, wholly-owned subsidiary of SCANA Corporation (NYSE: SCG), announced
today that it will record a one-time, non-cash, after-tax gain of approximately
$350 million, or $3.35 per share for SCANA, in the second quarter of 2001
related to the merger of Powertel, Inc. and VoiceStream Wireless Corporation
with Deutsche Telekom AG. Deutsche Telekom announced earlier today that it has
completed the acquisitions of both companies, which have become wholly-owned
subsidiaries of Deutsche Telekom.
"We are very pleased to see this transaction completed successfully and
in accordance with the time line originally contemplated by the companies," said
Kevin Marsh, senior vice president and chief financial officer of SCANA
Corporation. "This transaction is significant to SCANA because it represents a
major step in our announced strategy to realize the value of our long-standing
investment in Powertel for our shareholders. The combination of these three
companies will also benefit U.S. consumers by creating a stronger and more
competitive national wireless operator that can offer a variety of seamless,
cost-effective wireless services over a common technology platform."
In merger agreements dated August 26, 2000, as amended and restated as
of February 8, 2001, Powertel, a provider of digital wireless personal
communications services in the southeastern United States, and VoiceStream
Wireless Corporation, a national provider of personal communications services in
the United States, agreed to be acquired by Deutsche Telekom AG (NYSE: DT; FSE:
DTE), Europe's largest telecommunications company and one of the largest
telecommunications carriers worldwide. Prior to the merger, SCH owned, on a
fully converted basis, approximately 14.8 million shares of Powertel common
stock, or about a 27% equity interest, representing an investment with an
original cost of approximately $250 million. Under the merger agreement,
Powertel shareholders received 2.6353 Deutsche Telekom shares for each Powertel
common share when the transaction closed. Based on that exchange ratio, SCH
received approximately 39 million Deutsche Telekom shares.
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(continued)
In connection with the merger, there are certain restrictions that will
impact the sale or transfer of the Deutsche Telekom shares received by SCH as a
result of this transaction. During the three-month period following the date of
the merger closing, SCH may not sell or transfer any of its Deutsche Telekom
shares. From three months to six months following the merger closing date, SCH
may sell or transfer up to 40 percent of the Deutsche Telekom shares it owns.
After six months from the merger closing, all sale and transfer restrictions
end.
"Subject to the post-merger lock-up provisions, we will look to
monetize our Deutsche Telekom investment in an appropriate and timely manner,"
said Marsh. "Proceeds from our planned future monetization will be a catalyst
for earnings growth and create long-term value for our shareholders."
SCANA Communications Holdings, Inc., a Delaware-based corporation, is
an indirect, wholly-owned subsidiary of SCANA Corporation. SCANA Corporation, a
Fortune 500 company headquartered in Columbia, South Carolina, is an
energy-based holding company principally engaged, through subsidiaries, in
electric and natural gas utility operations, telecommunications and other
energy-related businesses. Information about SCANA Corporation and its
businesses is available on the Company's web site at www.scana.com.
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This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements include statements
regarding the intent, belief or current expectations of the Company and its
management. Although SCANA Corporation believes that its expectations are based
on reasonable assumptions, it can give no assurance that its goals will be
achieved. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve a number of risks and uncertainties
that could cause actual results to differ materially from those indicated by
such forward-looking statements including, but not limited to, the following
important factors: (1) that the information is of a preliminary nature and may
be subject to further and/or continuing review and adjustment, (2) changes in
the utility regulatory environment, (3) changes in the economy, especially in
areas served by the Company's subsidiaries, (4) the impact of competition from
other energy suppliers, (5) growth opportunities for the Company's regulated and
diversified subsidiaries, (6) the results of financing efforts, (7) changes in
the Company's accounting policies, (8) weather conditions, especially in areas
served by the Company's subsidiaries, (9) performance of and marketability of
the Company's investments in telecommunications companies, (10) inflation, (11)
changes in environmental regulations and (12) the other risks and uncertainties
described from time to time in the Company's periodic reports filed with the
Securities and Exchange Commission. The Company disclaims any obligation to
update any forward-looking statements.
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