Registration No. 333-37787
333-37787-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 No.)
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)
SCE&G Trust I
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
58-6353075
(I.R.S. Employer Identification No.)
c/o South Carolina Electric & Gas Company,
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, General Counsel,
South Carolina Electric & Gas Company
1426 Main St., Columbia, SC 29201, (803) 748-8547
(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 20019
(803) 799-9800 (212) 603-2000
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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. [ ]
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 registration statement for 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 this prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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
October 24, 1997.
(REGISTRANT) South Carolina Electric & Gas Company
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board,
Chief Executive 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,
Chief Executive Officer and Director
Date: October 24, 1997
(ii) Principal financial officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Vice President and Chief
Financial Officer, Controller and Director
Date: October 24, 1997
(ii) Principal accounting officer:
By: s/J. E. Addison
(Name & Title): J. E. Addison, Vice President and
Controller
Date: October 24, 1997
(iv) Other Directors:
* B. L. Amick; J. A. Bennett, W. B. Bookhart, Jr.; W. T. Cassels, Jr.; Hugh
M. Chapman; Elaine T. Freeman; Lawrence M. Gressette; W. Hayne Hipp; Lynne M.
Miller; F. Creighton McMaster; John B. Rhodes; Maceo K. Sloan.
* Signed on behalf of each of these persons:
s/W. B. Timmerman
(W. B. Timmerman)
(Attorney-in-Fact)
Directors who did not sign:
None
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Pursuant to the requests of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to
believe that it meets the requirements for filing a Form S-3 and
has duly caused this registation statement or amendment thereto to
be signed on its behalf by the undersigned thereunto authorized, in
the City of Columbia, State of South Carolina, on October 24, 1997.
(REGISTRANT) SCE&G Trust I
By: South Carolina Electric & Gas
Company, as Depositor
By: s/W. B. Timmerman
(Name & Title) W. B. Timmerman, Chairman of the
Board, Chief Executive Officer
and Director
Date: October 24, 1997
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
1. Underwriting Agreement
Form of Underwriting Agreement (Previously filed)
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not Applicable
4. Instruments Defining the Rights of Security
Holders, Including Indentures
A. Form of Junior Subordinated Indenture between
the Company and The Bank of New York, as
Debenture Trustee (Previously filed)
B. Certificate of Trust of SCE&G Trust I (Previously filed)
C. Trust Agreement of SCE&G Trust I (Previously filed)
D. Form of Amended and Restated Trust Agreement of
SCE&G Trust I . . . . . . . . . . . . . . . . . . 6
E. Form of Trust Preferred Security Certificate
(included as Exhibit D of Exhibit 4(D)
F. Form of Guarantee Agreement (Previously filed)
5. Opinion re legality
A. Opinion of H. T. Arthur, Esq., as to legality of
Junior Subordinated Deferrable Interest
Debentures and Guarantee Agreement (Previously filed)
B. Opinion of Richards, Layton & Finger as to
legality of the Trust Preferred Securities to
be issued by SCE&G Trust I (Previously filed)
8. Opinion re Tax Matters
Opinion of McNair Law Firm, P.A. as to certain
federal income tax matters (Previously filed)
12. Statements re Computation of Ratios (Previously filed)
15. Letter re Unaudited Interim Financial Information
Not Applicable
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
(continued)
23. Consents of Experts and Counsel
A. Consent of Deloitte & Touche LLP (Previously filed)
B. Consent of H. T. Arthur, Esq. (included in
Exhibit 5(A))
C. Consent of Richards, Layton & Finger (included in
Exhibit 5(B))
D. Consent of McNair Law Firm, P.A. (included in
Exhibit 8(A))
24. Power of attorney (Previously filed)
25. Statement of Eligibility of Trustee
Form T-1 Statement of Eligibility of The Bank of New
York to act as trustee under the Junior Subordinated
Indenture, the Amended and Restated Trust Agreement
of SCE&G Trust I and the Guarantee Agreement (Previously
filed)
26. Invitations for Competitive Bids
Not Applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
Not Applicable
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