UNITED STATES
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): October 22, 2004
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ----------- ---------------------------------------------------------------
1-8809 SCANA Corporation 57-0784499
(a South Carolina corporation)
1426 Main Street, Columbia, South Carolina 29201
(803) 217-9000
1-3375 South Carolina Electric & Gas Company 57-0248695
(a South Carolina corporation)
1426 Main Street, Columbia, South Carolina 29201
(803) 217-9000
1-11429 Public Service Company of North Carolina, Incorporated 56-2128483
(a South Carolina corporation)
1426 Main Street, Columbia, South Carolina 29201
(803) 217-9000
Not applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act (17
SFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This combined Form 8-K is separately furnished by SCANA Corporation, South
Carolina Electric & Gas Company and Public Service Company of North Carolina,
Incorporated. Information contained herein relating to any individual company is
furnished by such company on its own behalf. Each company makes no
representation as to information relating to other companies.
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 22, 2004, SCANA Corporation (the Company) issued the
press release attached hereto as Exhibit 99.1. The press release discloses a
non-GAAP measure, GAAP-adjusted net earnings from operations, which excludes
from net income the effects of sales of, and impairment charges related to,
certain investments and the effects of a charge related to pending litigation.
Management believes that GAAP-adjusted net earnings from operations provides a
meaningful representation of the Company's fundamental earnings power and can
aid in analysis of period-over-period financial performance.
Item 8.01 OTHER EVENTS
As previously disclosed by SCANA, in 1999 Heritage Propane, LLP, an
unsuccessful bidder for the purchase of SCANA's non-regulated propane gas
assets, filed suit against the Company in South Carolina Circuit Court. In this
suit, Heritage alleged the existence of a contract for the sale of assets to it
and various causes of action associated with that contract, and sought actual
and punitive damages. In this matter Heritage was a bidder for SCANA's propane
properties but was outbid by Suburban Propane LP during negotiations in
September of 1999. As reported in the Company's 1999 Form 10-K filed with the
Securities and Exchange Commission, Suburban Propane purchased SCANA's propane
assets for $94.5 million, which resulted in a one-time, after-tax gain for SCANA
of $29.9 million, or 29 cents per share.
On October 20, 2004, testimony from all parties was concluded in South
Carolina Circuit Court and the case was sent to the jury. On October 21, 2004,
the jury issued its verdict on this matter against the Company for four causes
of action for damages totaling $48 million. The judge granted all parties 10
days to file post-verdict motions, and the Company believes that a final
judgment is likely from the Court within 30 days. It is our interpretation that
the damages awarded with respect to certain causes of action are overlapping.
Therefore, it is our belief that a reasonably possible estimate of the total
damages based on the amounts awarded by the jury will be in the range of $18 -
$36 million. However, the Company believes that the verdict was inconsistent
with the facts presented and applicable law and intends to appeal any adverse
judgment by the Circuit Court.
Based on the current status of this matter, and in accordance with
GAAP, we have recorded a pre-tax charge to earnings in the third quarter of 2004
of $18 million, $11 million after-tax, or 10 cents per share, which is our
reasonable estimate of the loss that is probable if the final judgment is
consistent with the jury verdict.
This Item 8.01 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, and that actual results could differ materially from those
indicated by such forward-looking statements due to the uncertainties inherent
in any litigation. The Company disclaims any obligation to update any such
forward-looking statements.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press release dated October 22, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the registrants has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized. The signature of each registrant
shall be deemed to relate only to matters having reference to such registrant
and any subsidiaries thereof.
SCANA Corporation
South Carolina Electric & Gas Company
Public Service Company of North Carolina, Incorporated
(Registrants)
October 22, 2004 By: s/James E. Swan, IV
-----------------------------------------
James E. Swan, IV
Controller
EXHIBIT INDEX
Number
99.1 Press release dated October 22, 2004.