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): May 5, 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
- ------------------------------------------------------------------------------
(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 the other companies.
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 5, 2005, the shareholders of SCANA Corporation (SCANA) approved the
Long-Term Equity Compensation Plan, Amended and Restated as of January 1, 2005
(the Plan). The Plan was first approved by SCANA's shareholders in 2000, but
under Section 162(m) of the Internal Revenue Code, continued deductibility of
compensation relating to certain Plan awards requires that the Plan be approved
by the shareholders every five years.
Plan awards may be comprised of incentive and nonqualified stock options, stock
appreciation rights (either alone or in tandem with a related option),
restricted stock, performance units and performance shares. The Plan is
administered by the Human Resources Committee (the Committee) of the Board of
Directors, except that, with respect to awards to non-employee directors, the
full Board administers the Plan. Employees of SCANA and its subsidiaries (the
Company) who are anticipated to be significant contributors to the Company's
success and non-employee directors of SCANA are eligible to participate in the
Plan. The Committee may grant awards under the Plan subject to the attainment of
certain specified performance measures. The performance measures will be chosen
from among earnings per share measures, return measures (including, but not
limited to, return on assets, equity or sales), cash flow return on investment,
which equals net cash flow divided by owners' equity, earnings before or after
taxes, gross revenues and share price (including, but not limited to, growth
measures and total shareholder return). The performance measures with respect to
eligible employees may be measured at the SCANA level, at a subsidiary level or
at an operating unit level. The Committee has the discretion to adjust the
determinations of the degree of attainment of the pre-established performance
goals; provided, however, that certain awards may not be adjusted upward (the
Committee has the discretion to adjust such awards downward).
There have been no material amendments to the Plan since it was first approved
by shareholders in 2000.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.01 SCANA Corporation Long-Term Equity Compensation Plan,
Amended and Restated as of January 1, 2005
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)
May 10, 2005 By: s/James E. Swan, IV
-------------------------------------
James E. Swan, IV
Controller
EXHIBIT INDEX
Number
10.01 SCANA Corporation Long-Term Equity Compensation Plan, Amended and
Restated as of January 1, 2005