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): February 17, 2005
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
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(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
CFR 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 17, 2005, the Board of Directors of SCANA
Corporation (the Company) authorized the amendment of the Company's Short-Term
Annual Incentive Plan (the Plan). The Plan is an annual incentive compensation
plan under which compensation is linked to achievement of certain performance
goals which include Company earnings per share, business unit and/or individual
goals, and discretionary performance goals. Specific business unit and
individual goal criteria may vary among business units and eligible
participants. The goals for eligible participants are coordinated through the
participants' business units. The Board of Directors establishes the specific
goal criteria for the Chief Executive Officer. Eligibility for the Plan is
automatic for certain categories of employees and officers and discretionary for
certain other categories Participants are selected annually and upon selection
are assigned target bonuses equal to specified percentages of their annual base
salaries. The Plan also provides for additional discretionary increases over the
targeted percentage based on individual performance. Corporate performance goals
for each business unit are reviewed annually by the Company's Board of Directors
following a review of the annual performance over the prior year. After the
Company's Board of Directors has determined that the Company's corporate
performance goals for a given year have been met, each participant's bonus
eligibility is determined, by the Company's Board of Directors in the case of
the Company's Chief Executive Officer and by the participant's direct supervisor
in the case of all other participants.
The amendments to the Plan authorized by the Board of Directors (i)
changed the basis for a participant's target bonus from the participant's salary
"control point" to the participant's annual base salary, (ii) provided guidance
as to eligibility for participation in the Plan and (iii) changed certain target
bonus percentages. Each of the executive officers of the Company, South Carolina
Electric & Gas Company and Public Service Company of North Carolina,
Incorporated participates in the Plan.
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)
February 23, 2005 By: s/James E. Swan, IV
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James E. Swan, IV
Controller