Registration No. 333-68266
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0784499
(I.R.S. Employer
Identification No.)
1426 Main Street
Columbia, South Carolina 29201
(803) 217-9000
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
H. T. Arthur, Esq.
Senior Vice President and General Counsel
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
(803) 217-8547
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
John W. Currie, Esq. J. Michael Parish, Esq.
McNair Law Firm, P.A. Thelen Reid & Priest LLP
1301 Gervais Street - 17th Floor 40 West 57th Street
Columbia, SC 29201 New York, NY 10019
(803) 799-9800 (212) 603-2154
Approximate date of commencement of proposed sale to the public: After the
effective date of this 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. [ X ]
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 effective
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 the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of securities price aggregate
to be registered offering offering Amount of
Amount to be per unit* price* registration fee**
registered
Medium Term Notes $302,000,000 100% $302,000,000 $75,500
* Estimated solely for the purpose of calculating the registration fee. ** Paid
by Fedwire on August 6, 2001.
Note: Fees of $278,000 and $79,200 were previously paid in connection with
Registration Statement Nos. 333-90073 and 333-49960, respectively. Of the Medium
Term Notes registered under Registration Statement Nos. 333-90073 and 333-49960,
$498,000,000 principal amount of Medium Term Notes is being carried forward, for
which the associated filing fee was $134,244.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429, the prospectus included in this registration
statement includes $498,000,000 principal amount Medium Term Notes previously
registered under Registration Statement Nos. 333-90073 and 333-49960.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED OCTOBER ___, 2001.
PROSPECTUS
$800,000,000
SCANA Corporation
Medium Term Notes
Due Nine Months or More from Date of Issue
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
(803) 217-9000
The terms for each Note that are not specified in this prospectus will
be included in pricing supplements to this prospectus. We will receive between
$799,000,000 and $794,000,000 of the proceeds from the sale of the Notes, after
paying the agents' commissions of between $1,000,000 and $6,000,000. We may sell
the Notes at one or more times. Some or all of the following terms will apply to
the Notes:
o Mature nine months or more from date of issue
o Priced at 100% of face value, unless otherwise specified in a pricing
supplement
o Fixed or floating interest rate. The floating interest rate formula
may be based on:
o Commercial paper rate
o LIBOR rate
o Treasury rate
o Any other base rate specified in a pricing supplement
o Interest paid on fixed rate Notes on April 1 and October 1, unless otherwise
specified in a pricing supplement
o Interest paid on floating rate Notes monthly, quarterly, semi-annually,
annually or as otherwise specified in a pricing supplement
o Issued in book-entry form except under circumstances described in this
prospectus
o Subject to redemption and repurchase at option of the holder or at
our option
o Minimum denominations of $1,000, increased in multiples of $1,000
We urge you to carefully read this prospectus and the applicable
pricing supplement, which will describe the specific terms of the offering,
before you make your investment decision.
A pricing supplement will name any agents involved in the sale of Notes
and will describe any compensation not described in this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus or any pricing supplement. Any
representation to the contrary is a criminal offense.
UBS Warburg
Credit Suisse First Boston
Banc of America Securities LLC
Wachovia Securities, Inc.
The date of this prospectus is ___________ ___, ___.
Table of Contents
Page
About this Prospectus....................................... 5
Where You Can Find More Information......................... 5
SCANA Corporation........................................... 6
Summary Consolidated Financial and Operating Information.... 7
Ratio of Earnings to Fixed Charges.......................... 7
Use of Proceeds............................................. 8
Description of the Notes.................................... 8
Book-Entry System........................................... 19
Plan of Distribution........................................ 21
Experts..................................................... 22
Validity of the Notes....................................... 22
Glossary.................................................... 22
About This Prospectus
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any or all of the Notes
described in this prospectus in one or more offerings up to a total dollar
amount of $800,000,000. This prospectus provides you with a general description
of the Notes. Each time we sell Notes, we will provide a pricing supplement that
will contain specific information about the terms of that offering. The pricing
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and the relevant pricing
supplement, together with the additional information described under the heading
"Where You Can Find More Information."
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's website at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Because we have common stock which is listed on The New York Stock
Exchange, you may also read our SEC filings at the Stock Exchange offices at 20
Broad Street, New York, New York 10005. The information on our website is not a
part of this prospectus.
This prospectus does not repeat important information that you can find
elsewhere in the registration statement and in the reports and other documents
which we file with the SEC under the Securities Exchange Act of 1934. The SEC
allows us to "incorporate by reference" the information we file with it, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will
automatically update and supersede that information. We incorporate by reference
our Annual Report on Form 10-K for the year ended December 31, 2000, as amended
on April 27, May 2 and October 1, 2001, our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001, our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, as amended on October 1, 2001 and our Current
Reports on Form 8-K dated January 9 and May 31, 2001, and all future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
until we sell all of the Notes. In addition, we are also incorporating by
reference any additional documents that we file with the SEC pursuant to these
sections of the Exchange Act after the date of the filing of the registration
statement containing this prospectus and prior to the date of effectiveness of
the registration statement.
We are not required to, and do not, provide annual reports to holders
of our debt securities unless specifically requested by a holder.
You may request a copy of our SEC filings at no cost by writing or
telephoning us at the following address:
H. John Winn, III
Manager - Investor Relations and Shareholder Services
SCANA Corporation
Columbia, South Carolina 29218
(803) 217-9240
You may obtain more information by contacting our Internet website, at
http://www.scana.com (which is not intended to be an active hyperlink). The
information on our Internet website is not incorporated by reference in this
prospectus, and you should not consider it part of this prospectus.
You should rely only on the information we incorporate by reference or
provide in this prospectus or any pricing supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any pricing
supplement is accurate as of any date other than the date on the front of those
documents.
SCANA Corporation
We are an energy-based holding company which, through our subsidiaries,
engages principally in electric and natural gas utility operations and other
energy-related businesses. We are a South Carolina corporation with general
business powers, and we were incorporated on October 10, 1984. We are registered
as a public utility holding company within the meaning of the Public Utility
Holding Company Act of 1935, as amended.
Our principal executive offices are located at 1426 Main Street,
Columbia, South Carolina 29201, telephone (803) 217-9000, and our mailing
address is Columbia, South Carolina 29218.
Regulated Businesses
Our regulated subsidiaries operating in South Carolina, including South
Carolina Electric & Gas Company ("SCE&G"), South Carolina Generating Company,
Inc. ("GENCO") and South Carolina Pipeline Corporation ("Pipeline Corporation")
(1) generate, transmit, distribute and sell electricity, (2) purchase, transmit,
distribute and sell at wholesale and retail natural gas and (3) provide urban
bus service, in various areas of South Carolina. Public Service Company of North
Carolina, Incorporated ("PSNC"), our regulated subsidiary operating in North
Carolina, transports, distributes and sells natural gas to residential,
commercial and industrial customers in various areas of North Carolina. Our
regulated subsidiaries own most of our consolidated assets and, in 2000,
generated most of our consolidated net income.
Nonregulated Businesses
Our non-regulated subsidiaries (1) market natural gas and light
hydrocarbons, (2) provide fiber optic and video communications, (3) invest in
telecommunications companies, (4) provide energy related products and services
to residential customers and (5) manage and maintain power plants.
The information above concerning us and our subsidiaries is only a
summary and does not purport to be comprehensive. For additional information
concerning us and our subsidiaries, you should refer to the information
described in "Where You Can Find More Information."
Summary Consolidated Financial and Operating Information
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
Six Months Ended Twelve Months Ended
June 30, December 31,
-------------------
---------------------------
2001 2000 2000 1999 1998
---- ---- ---- ---- ----
Statement of Income Data:
Operating Revenues $2,059 $1,484 $3,433 $2,078 $2,106
Operating Income1 $267 $272 $554 $353 $470
Gain on sale of investment2 $546 - - - -
Cumulative Effect of Accounting Change3 - $29 $29 -
-
Net Income $464 $132 $250 $179 $223
Earnings per weighted average common share before
cumulative effect of accounting change $4.42 $.99 $2.12 $1.73 $2.12
Cumulative Effect of Accounting Change3 - .28 .28 - -
----- -- --- ----- ----- -----
Earnings per Weighted Average Common Share $4.42 $1.27 $2.40 $1.73 $2.12
Dividends Declared Per Common Share $.60 $.575 $1.15 $1.32 $1.54
Weighted Average Common Shares Outstanding (Millions) 104.7 104.4 104.5 103.6 105.3
Electric Territorial Sales (Gigawatt Hours) 10,186 10,137 21,252 20,018 19,708
Balance Sheet Data:
Total Assets $7,848 $7,011 $7,420 $6,011 $5,281
Long Term Debt (including current portion) $3,388 $2,771 $2,891 $1,866 $1,730
Stockholder's Investment $2,410 $2,165 $2,138 $2,205 $1,852
1 Beginning with the Form 10-Q for June 30, 2000, income taxes were separately
reported in the Income Statement and were no longer included as a component
of operating expenses. Operating Income for Each period presented reflects
this reporting reclassification.
2 Represents the pre-tax gain from the sale of the Company's investment in
Powertel, Inc.
3 Represents the cumulative effect of accounting change resulting from the
recording of unbilled
Revenues by the Company's regulated retail utility subsidiaries.
Ratio of Earnings to Fixed Charges
Our historical ratios of earnings to fixed charges are as follows:
Twelve Months Ended
June 30, Year Ended December 31,
--------------------- -------------------------------------------------
2001 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
4.521 2.47 2.77 3.38 3.27 3.38
For purposes of this ratio, earnings represent pre-tax income from continuing
operations plus fixed charges and distributed income from equity investees, less
preferred stock dividend requirements. Fixed charges represent interest charges,
preferred stock dividend requirements and the estimated interest portion of
annual rentals.
1 The increase in the ratio of earnings to fixed charges during the twelve
months ended June 30, 2001 is primarily attributable to the non-cash gain
realized from our investment in Powertel, Inc. Powertel, Inc. was acquired by
Deutsche Telekom AG in May 2001. Without the gain from this investment, our
ratio for the twelve months ended June 30, 2001 would have been 2.44.
Use of Proceeds
Unless we state otherwise in a pricing supplement, the net proceeds
from the sale of the Notes will be used for general corporate purposes,
including the possible refinancing of indebtedness incurred in connection with
our acquisition of PSNC or other indebtedness described in the following
paragraph. Pending application of the net proceeds for specific purposes, we may
invest the proceeds in short-term or marketable securities.
The indebtedness which may be refinanced with the proceeds of the Notes
is comprised of $700,000,000 of our floating rate notes, maturing February 8,
2002 and July 15, 2002. The interest rate on the floating rate notes is based on
the three-month LIBOR plus 50 to 65 basis points, and is reset quarterly.
Description of the Notes
General
We will issue the Notes under an Indenture dated as of November 1, 1989
between us and The Bank of New York, as Trustee. A copy of the Indenture has
been incorporated by reference as an exhibit to the registration statement of
which this prospectus is a part. This prospectus briefly outlines some of the
provisions of the Indenture. If you would like more information on those
provisions, please review the Indenture that we filed with the SEC. See "Where
You Can Find More Information" on how to obtain a copy of the Indenture. You may
also review the Indenture at the Trustee's offices at 101 Barclay Street, New
York, New York 10286.
Capitalized terms used under this heading which are not otherwise
defined in this prospectus have the meanings given those terms in the Indenture.
The summaries under this heading are not detailed. Whenever particular
provisions of the Indenture or terms defined in the Indenture are referred to,
those statements are qualified by reference to the Indenture. References to
article and section numbers under this heading, unless otherwise indicated, are
references to article and section numbers of the Indenture.
The Notes and all other debentures, notes or other evidences of
indebtedness issued under the Indenture will be unsecured and will in all
respects be equally and ratably entitled to the benefits of the Indenture,
without preference, priority or distinction, and will rank equally with all
other unsecured and unsubordinated indebtedness of the Company. The Indenture
does not limit the amount of debt securities that can be issued thereunder, and
we may issue Notes in one or more series. The Indenture also allows us to
"reopen" any series of debt securities (including any series of Notes) by
issuing additional debt securities of that series, if permitted by the terms of
that series.
Each pricing supplement which accompanies this prospectus will set
forth some or all of the following information to describe a particular series
of Notes: o any limit upon the aggregate principal amount of the Notes;
o the date or dates on which the principal of the Notes will be payable;
o the rate or rates at which the Notes will bear interest, if any (or the
method of calculating the rate); the date or dates from which the interest
will accrue; the date or dates on which the interest will be payable
("Interest Payment Dates"); and the record dates for the interest payable
on the Interest Payment Dates;
o any option on our part to redeem the Notes and redemption terms and
conditions;
o any obligation on our part to redeem or purchase the Notes in accordance
with any sinking fund or analogous provisions or at the option of the
holder and the relevant terms and conditions for that redemption or
purchase;
o the denominations of the Notes;
o whether the Notes are subject to a book-entry system of transfers and
payments; and
o any other particular terms of the Notes and of their offering. (Section
301)
Payment of Notes
Unless otherwise provided in a pricing supplement, we will pay any
interest due on each Note to the person in whose name that Note is registered as
of the close of business on the record date relating to each Interest Payment
Date. However, we will pay interest when the Notes mature (whether the Notes
mature on their stated date of maturity, the date the Notes are redeemed or
otherwise) to the person to whom the principal payment on the Notes is paid. If
there is a default in the payment of interest on the Notes, we may either (1)
choose a special record date and pay the holders of the Notes at the close of
business on that date, or (2) pay the holders of the Notes in any other lawful
manner. (Section 307)
We will pay principal of, and any premium and interest due on, the
Notes at maturity or upon earlier redemption or repayment of a Note upon
surrender of that Note at the office of the paying agent (currently, the Trustee
in New York, New York). (Sections 307 and 1105) The applicable pricing
supplement identifies any other place of payment and any other paying agent. We
may change the place at which the Notes will be payable, may appoint one or more
additional paying agents and may remove any paying agent, all at our discretion.
(Section 1002) Further, if we provide money to a paying agent to be used to make
payments of principal of, premium (if any) or interest on any Note and that
money has not rightfully been claimed two years after the applicable principal,
premium or interest payment is due, then we may instruct the paying agent to
remit that money to us, and any holder of a Note seeking those payments may
thereafter look only to us for that money. (Section 1003)
If interest is payable on a day which is not a Business Day, in the
case of Fixed Rate Notes (as defined below) only, payment will be postponed to
the next Business Day, and no additional interest will accrue as a result of the
delayed payment. If any Interest Payment Date (other than a Maturity Date) for a
Floating Rate Note is not a Business Day, the payment due on such day shall be
made on the next succeeding Business Day and interest shall continue to accrue
to but not including such succeeding Business Day. In addition, for LIBOR Rate
Notes, if the next Business Day is in the next calendar month, interest will be
paid on the preceding Business Day. (Section 114)
"Business Day" means any day other than a Saturday or Sunday that (1)
is not a day on which banking institutions in Washington, D.C., or in New York,
New York, are authorized or obligated by law or executive order to be closed,
and (2) with respect to LIBOR Rate Notes only, is a day on which dealings in
deposits in U. S. dollars are transacted in the London interbank market.
The "record date" will be 15 calendar days prior to each Interest
Payment Date, whether or not that day is a Business Day, unless otherwise
indicated in this prospectus or in the applicable pricing supplement.
All percentages resulting from any calculation of Notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upwards).
Interest Rates Payable on Notes
We have provided a glossary at the end of this prospectus to define the
capitalized words used in discussing the interest rates payable on the Notes.
Whenever we refer to time in this section, we mean the time as in effect in New
York, New York, unless otherwise specified.
The interest rate on the Notes will either be fixed or floating.
Fixed Rate Notes
If we issue Notes that bear interest at a fixed rate (the "Fixed Rate
Notes"), the applicable pricing supplement will designate the fixed rate of
interest payable on the Notes. Unless otherwise set forth in the applicable
pricing supplement:
o Interest on Fixed Rate Notes will be payable semi-annually each April 1 and
October 1 and at maturity or upon earlier redemption or repayment.
o Record dates for Fixed Rate Notes will be March 15 (for interest to be paid
on April 1) and September 15 (for interest to be paid on October 1).
Interest payments will be the amount of interest accrued to, but excluding,
each April 1 and October 1.
o Interest will be computed using a 360-day year of twelve 30-day months.
Floating Rate Notes
General. Each Note that bears interest at a floating rate (the
"Floating Rate Notes") will have an interest rate formula which may be based on
one of the following base rates, as determined by the pricing supplement:
o the commercial paper rate (the "Commercial Paper Rate Note");
o LIBOR (the "LIBOR Rate Note");
o the treasury rate (the "Treasury Rate Note"); or
o any other base rate specified in the pricing supplement.
The pricing supplement will also indicate the Spread and/or Spread
Multiplier, if any. The interest rates applicable to the Floating Rate Notes
will be equal to one of the base rates, plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any. Any Floating Rate Note may have
either or both of the following:
o a maximum numerical interest rate limitation, or ceiling, on the rate of
interest that accrues during any interest period; and
o a minimum numerical interest rate limitation, or floor, on the rate of
interest that accrues during any interest period.
In addition, the interest rate on a Floating Rate Note will never be higher than
the maximum rate permitted by applicable law, including United States law of
general application.
Date of Interest Rate Change. The interest rate on each Floating Rate
Note may be reset daily, weekly, monthly, quarterly, semi-annually, annually or
for any other period specified in the pricing supplement. The Interest Reset
Date will be:
o for Floating Rate Notes which reset daily, each Business Day;
o for Floating Rate Notes (other than Treasury Rate Notes) that reset weekly,
Wednesday of each week;
o for Treasury Rate Notes that reset weekly, Tuesday of each week;
o for Floating Rate Notes that reset monthly, the third Wednesday of each
month;
o for Floating Rate Notes that reset quarterly, the third Wednesday of March,
June, September and December;
o for Floating Rate Notes that reset semi-annually, the third Wednesday of
the two months specified in the applicable pricing supplement;
o for Floating Rate Notes that reset annually, the third Wednesday of the
month specified in the applicable pricing supplement; and
o for Floating Rate Notes which reset for other periods, the day of the week
and month or months specified in the applicable pricing supplement.
The initial interest rate or interest rate formula on each Floating
Rate Note effective until the first Interest Reset Date will be shown in a
pricing supplement. Thereafter, the interest rate will be the rate determined on
the next Interest Determination Date, as explained below. Each time a new
interest rate is determined, it will become effective on the subsequent Interest
Reset Date. If any Interest Reset Date is not a Business Day, then the Interest
Reset Date will be postponed to the next Business Day. However, in the case of a
LIBOR Rate Note, if the next Business Day is in the next calendar month, the
Interest Reset Date will be the immediately preceding Business Day. Further, if
an applicable auction of Treasury Bills (as defined herein) falls on a day that
would otherwise be an Interest Reset Date for Treasury Rate Notes, the Interest
Reset Date will be the next Business Day.
When Interest Rate is Determined. The Interest Determination Date for
the Commercial Paper Rate (the "Commercial Paper Interest Determination Date")
and for LIBOR (the "LIBOR Interest Determination Date") will be the second
Business Day preceding each Interest Reset Date. The Interest Determination Date
for the Treasury Rate (the "Treasury Rate Interest Determination Date") will be
the day on which Treasury Bills would normally be auctioned. Treasury Bills are
usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on Tuesday. However, the
auction may be held on the preceding Friday. If an auction is held on the
preceding Friday, that day will be the Interest Determination Date pertaining to
the Interest Reset Date occurring in the next week.
When Interest is Paid. Interest on Floating Rate Notes will be payable
monthly, quarterly, semi-annually or annually, as provided in the pricing
supplement. Except as provided below or in the pricing supplement, interest is
paid as follows:
o for Floating Rate Notes on which interest is payable monthly, the third
Wednesday of each month;
o for Floating Rate Notes on which interest is payable quarterly, the third
Wednesday of March, June, September and December;
o for Floating Rate Notes on which interest is payable semi-annually, the
third Wednesday of the two months specified in the applicable pricing
supplement; and
o for Floating Rate Notes on which interest is payable annually, the third
Wednesday of the month specified in the applicable pricing supplement.
The interest payable for Floating Rate Notes (other than those Floating
Rate Notes which reset daily or weekly) will be the amount of interest accrued
(1) from and including the date the applicable Floating Rate Notes were issued
or (2) from but excluding the last date for which interest has been paid, to but
excluding the Interest Payment Date for those Floating Rate Notes. For Floating
Rate Notes which reset daily or weekly, the interest payable will be:
o the amount of interest accrued (a) from and including the date the
applicable Floating Rate Notes were issued, or (b) from but
excluding the last date for which interest has been paid, to and
including the day immediately preceding the applicable Interest
Payment Date; and
o at maturity, the amount of interest accrued (a) from and including
the date the applicable Floating Rate Notes were issued or (b)
from but excluding the last date in respect of which interest has
been paid, to but excluding the maturity date for those Floating
Rate Notes.
The accrued interest for any period is calculated by multiplying the
principal amount of a Floating Rate Note by an accrued interest factor. The
accrued interest factor is computed by adding the interest factor calculated for
each day in the period for which accrued interest is being calculated. The
interest factor (expressed as a decimal) is computed by dividing the interest
rate applicable to that date by 360, except for Treasury Rate Notes, for which
it will be divided by the actual number of days in the year.
"Calculation Date" means, unless otherwise specified in a pricing
supplement, the tenth calendar day after an Interest Determination Date or, if
the tenth day is not a Business Day, the next Business Day. Unless otherwise
provided in the pricing supplement, The Bank of New York is the "Calculation
Agent" for the Floating Rate Notes, and, upon request of any holder of a
Floating Rate Note, will provide (1) the interest rate then in effect and (2) if
available, the interest rate to be effective on the next Interest Reset Date for
that Floating Rate Note.
Commercial Paper Rate Notes. Each Commercial Paper Rate Note will bear
interest at the rate (calculated with reference to the Commercial Paper Rate and
the Spread and/or Spread Multiplier, if any) specified in that Commercial Paper
Rate Note and in the pricing supplement.
"Commercial Paper Rate" means, with respect to any Commercial Paper
Rate Interest Determination Date, the Money Market Yield (calculated as
described below) on such date of the rate for commercial paper having the Index
Maturity specified in the applicable pricing supplement as published in
H.15(519) (defined below) under the heading "Commercial Paper-Nonfinancial."
The following procedures will occur if the rate cannot be set as
described above:
o If the applicable rate is not published in H.15 (519) by 3:00
P.M., New York City time, on the Calculation Date, then the
Commercial Paper Rate will be the Money Market Yield, on that
Commercial Paper Rate Interest Determination Date, of the rate for
commercial paper having the Index Maturity specified in the
applicable pricing supplement as published in H.15 Daily Update
(as defined below) under the heading "Commercial Paper -
Non-Financial," or any successor heading.
o If the applicable rate is not published in either H.15(519) or
H.15 Daily Update by 3:00 P.M. on such Calculation Date, then the
Commercial Paper Rate will be calculated by the Calculation Agent
and will be the Money Market Yield of the average of the offered
rates, as of approximately 11:00 A.M. on that Commercial Paper
Rate Interest Determination Date, of three leading dealers of
commercial paper in New York, New York selected by the Calculation
Agent for commercial paper of the applicable Index Maturity placed
for a non-financial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating
agency.
o If fewer than three dealers selected by the Calculation Agent are
quoting rates as set forth above, the Commercial Paper Rate in
effect for the applicable period will be the Commercial Paper Rate
determined as of the immediately preceding Commercial Paper Rate
Interest Determination Date.
LIBOR Rate Notes. Each LIBOR Rate Note will bear interest at the rate
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any) specified on the LIBOR Rate Note and in the pricing supplement, determined
by the Calculation Agent as follows:
The Calculation Agent will determine LIBOR as follows:
o With respect to any LIBOR Interest Determination Date, LIBOR will be
determined by either:
(1) if "LIBOR Reuters" is specified in the pricing supplement,
the average of the offered rates for deposits in the Designated
LIBOR Currency having the Index Maturity specified in the
applicable pricing supplement, beginning on the second Business
Day immediately after that date, that appears on the Reuters Page
as of 11:00 A.M., London time, on that date, if at least two
offered rates appear on the Reuters Page, or
(2) if "LIBOR Telerate" is specified in the pricing
supplement, the rate for deposits in the Designated LIBOR Currency
having the Index Maturity specified in the applicable pricing
supplement, beginning on the second Business Day immediately after
that date, that appears on the Telerate Page as of 11:00 A.M.,
London time, on that date.
If neither LIBOR Reuters nor LIBOR Telerate is specified in the pricing
supplement, LIBOR will be determined as if LIBOR Telerate (and, if the U.S.
dollar is the Designated LIBOR Currency, page 3750) had been specified.
o In the case where (1) above applies, if fewer than two offered
rates appear on the Reuters Page, or, in the case where (2) above
applies, if no rate appears on the Telerate Page, LIBOR for that
date will be determined as follows:
(1) LIBOR will be determined based on the rates at approximately 11:00 A.M.,
London time, on that LIBOR Interest Determination Date at which deposits in
the Designated LIBOR Currency having the applicable Index Maturity are
offered to prime banks in the London interbank market selected by four
major banks in the London interbank market selected by the Calculation
Agent for a single transaction in that market at that time (a
"Representative Amount"). The offered rates must begin on the second
Business Day immediately after that LIBOR Interest Determination Date.
(2) The Calculation Agent will request the principal London office of each of
the four banks mentioned in (1) above to provide a quotation of its rate.
If at least two such quotations are provided, LIBOR will equal the average
of such quotations.
(3) If fewer than two quotations are provided, LIBOR will equal the average of
the rates quoted as of 11:00 A.M, New York City time, on that date by three
major banks in the applicable Principal Financial Center selected by the
Calculation Agent. The rates will be for loans in the Designated LIBOR
Currency to leading banks having the Index Maturity specified in the
pricing supplement beginning on the second Business Day after that date and
in a Representative Amount; and
(4) If fewer than three banks are quoting as mentioned in (3) above, the rate
of interest in effect for the applicable period will be the same as the
rate of interest in effect for the prior Interest Reset Period.
"Designated LIBOR Currency" means, with respect to any LIBOR Note, the
currency (including composite currency units), if any, designated in the
applicable pricing supplement as the currency for which LIBOR will be
calculated. If no such currency is designated in the Floating Rate Notes and the
applicable pricing supplement, the Designated LIBOR Currency shall be U.S.
dollars.
Treasury Rate Notes. Each Treasury Rate Note will bear interest at the
rate (calculated with reference to the Treasury Rate and the Spread and/or
Spread Multiplier, if any) specified on the Treasury Rate Note and in the
pricing supplement.
"Treasury Rate" means, with respect to any Treasury Rate Interest
Determination Date, the rate applicable to the most recent auction of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
specified in the applicable pricing supplement on the display on Telerate on
page 56 or 57 under the heading "INVESTMENT RATE."
The following procedures will occur if the rate cannot be set as
described above:
o If that rate is not published by 3:00 P.M., New York City time, on
the applicable Calculation Date, the rate will be the auction
average rate (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
basis) for such auction as otherwise announced by the United
States Department of the Treasury.
o If the results of the auction of Treasury Bills having the
applicable Index Maturity are not reported by 3:00 P.M. on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate shall be calculated by the
Calculation Agent as follows:
(1) The rate shall be calculated as a yield to maturity (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the average of the
secondary market bid rates, as of approximately 3:30 P.M. on such
Treasury Rate Interest Determination Date, of three leading
primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the specified Index Maturity; and
(2) If fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the rate of
interest in effect for the prior interest reset period.
Redemptions
Redemption Elected by Us
As specified in the applicable pricing supplement, we may either (1)
redeem the Notes or (2) not redeem the Notes, prior to their stated maturity. If
we can redeem the Notes, then the following terms will apply as specified in the
applicable pricing supplement:
o we may redeem all or some of the Notes at one time;
o we may redeem Notes on any date or after the date specified as the "Initial
Redemption Date" in the applicable pricing supplement; and
o we may redeem Notes at the price specified in the applicable pricing
supplement, together with accrued interest to the redemption date. (Section
1101)
If we redeem some or all of the Notes, the Trustee must notify you
between 30 and 60 days before the redemption date (by first-class mail, postage
prepaid) that some or all of the Notes will be redeemed. (Sections 106 and 1104)
Further, if only a part of a Note is redeemed, then the holder of the unredeemed
part of that Note will receive one or more new Notes. (Section 1107) The Notes
will not be subject to any sinking fund. (Section 1201)
Redemption Elected by You
You may be able to instruct us to purchase the Note that you hold
before that Note reaches its stated maturity date in accordance with the terms
of the Notes. (Section 1301) To the extent that you have the right to ask us to
purchase any Note, the applicable pricing supplement will specify the terms of
that right, including (1) the date or dates on which that Note may be sold by
you and (2) the price (plus accrued interest) that we must pay you for that
Note.
To instruct us to purchase your Note, you must deliver to the paying
agent (currently, the Trustee), between 30 and 45 days before the date on which
the Note may be sold by you, the following items:
o the Note;
o the completed form entitled "Option to Elect Repayment" which will be
printed on the reverse side of the Note; and
o a fax or letter from (1) a member of a national securities exchange, (2) a
member of the National Association of Securities Dealers, Inc. or (3) a
U.S. commercial bank or trust company containing the following information:
(a) your name;
(b) the principal amount of the Note you wish to sell;
(c) the certificate number or a description of the tenor and terms of that
Note;
(d) a statement that you are exercising your option to elect repayment of the
Note you hold; and
(e) a guarantee that the Note and the completed form will be received by the
paying agent within five Business Days after the date the fax or letter is
received by the paying agent.
Once you tender the Note to be redeemed to the paying agent, you may
not revoke your earlier election. You may instruct us to purchase part of the
Notes you hold, provided that the Notes you continue to hold after that
redemption are outstanding in an authorized denomination of $1,000 and an
integral multiple of $1,000.
If a series of Notes is held in book-entry form by DTC or its nominee,
as more particularly described under the heading "Book-Entry System," only it
(as the actual holder of the Notes) may instruct us to purchase those Notes.
However, you, as the beneficial owner of the Notes, may direct the broker or
other direct or indirect participant through which you hold an interest in the
Notes to notify DTC of your desire to have your Notes purchased (which will in
turn notify us according to the above-mentioned procedures). Because different
firms and brokers have different cut-off times for accepting instructions from
their customers, you should consult your broker or other direct or indirect
participant through which you hold an interest in the Notes to determine by when
you must act, so that timely notice is delivered to DTC.
At any time, we may purchase the Notes or beneficial ownership
interests in the Notes (if they are held in book-entry form) at any price in the
open market or otherwise. In our sole discretion, we may hold, resell or retire
any Notes or beneficial ownership interests in those Notes that we purchase.
Defaults
The following are defaults under the Indenture with respect to debt
securities issued under the Indenture:
(1) We fail to make payment of principal, premium (if any), interest or any
other amount on the debt securities when due;
(2) We fail to deposit any sinking fund payment for the debt securities when
due;
(3) We file for bankruptcy or certain other events involving insolvency,
receivership or bankruptcy occur; and
(4) We fail to perform certain covenants or agreements.
Certain of these events become defaults only after the lapse of prescribed
periods of time and/or notice from the Trustee. (Section 501)
Upon the occurrence of a default under the Indenture, either the Trustee or
the holder of at least 25% in principal amount of outstanding debt securities of
the affected series may declare the principal of all outstanding debt securities
immediately due and payable. However, if the default is cured, the holders of a
majority in principal amount of outstanding debt securities of the affected
series may rescind that declaration and annul the declaration and its
consequences. (Section 502)
The holders of a majority in principal amount of outstanding debt
securities of the affected series may direct the time, method and place of
conducting any proceeding for the enforcement of the Indenture. (Section 512)
No holder of any debt security of any series has the right to institute any
proceeding with respect to the Indenture unless:
o the holder previously gave written notice of a default to the Trustee,
o the holders of more than 25% in principal amount of outstanding
debt securities of the affected series tender to the Trustee
reasonable indemnity against costs and liabilities and request the
Trustee to take action, and the Trustee declines to take action for
60 days after receipt of such request, and
o the holders of a majority in principal amount of outstanding debt
securities of the affected series give no inconsistent direction
during such 60-day period;
provided, however, that each holder of a Note shall have the right to
enforce payment of that Note when due. (Sections 507 and 508)
The Trustee must notify the holders of the debt securities of any
series within 90 days after a default has occurred with respect to those debt
securities, unless that default has been cured or waived, provided, however,
except in the case of default in the payment of principal of, premium (if any),
or interest or other amount payable on any debt security, the Trustee may
withhold the notice if it determines that it is in the interest of those holders
to do so. (Section 602 and 603)
We are required under the Trust Indenture Act of 1939, as amended, to
furnish to the Trustee at least once every year a certificate as to our
compliance with the conditions and covenants under the Indenture. (Section 1005)
Covenants, Consolidation, Merger, Etc.
We will keep the property that we use in our business, or in the
business of our subsidiaries, in good working order, and will improve it as
necessary to conduct our business and that of our subsidiaries, as the case may
be, properly. (Section 1007) Except as described in the next paragraph, we will
also maintain our corporate existence, rights and franchises and those of SCE&G
and GENCO (collectively, our "Principal Subsidiaries") necessary to conduct our
businesses properly. (Section 1006) However, we are not required to preserve (a)
the corporate existence of any of our subsidiaries other than our Principal
Subsidiaries or (b) any such right or franchise if we determine that its
preservation is not desirable in the conduct of our business or its loss is not
disadvantageous in any material respect to the holders of the outstanding debt
securities of any series. (Section 1006)
We may, without the consent of the holders of the debt securities,
consolidate with, or sell, lease or convey all or substantially all of our
assets to, or merge into another corporation, provided that (1) we are the
continuing corporation, or, if not, the successor corporation assumes by a
supplemental indenture our obligations under the Indenture and (2) immediately
after giving effect to such transaction there will be no default in the
performance of any such obligations. (Section 801)
The Indenture provides that neither we nor our subsidiaries may issue,
assume or guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed ("Debt") secured by a mortgage, lien, pledge or
other encumbrance ("Mortgages") upon any property of us or our subsidiaries
without effectively providing that the debt securities of each series issued
under the Indenture (together with, if we so determine, any other indebtedness
or obligation then existing or thereafter created ranking equally with those
debt securities) are secured equally and ratably with (or prior to) such Debt so
long as such Debt is so secured, except that this restriction will not apply to:
(1) Mortgages to secure Debt issued under
o the Indenture, dated April 1, 1993, between SCE&G and The Bank of New York, o
the Indenture of Mortgage, dated January 1, 1945, between SCE&G and The Chase
Manhattan Bank, o the Mortgage and Security Agreement, dated August 21, 1992,
between GENCO and The Prudential Insurance Company of America, and
o the Indenture of Mortgage, dated December 1, 1977, between Pipeline
Corporation and Citibank, N.A.,
each as amended and supplemented to date and as it may be hereafter amended
and supplemented from time to time ("Existing Mortgages");
(2) Mortgages affecting property of a corporation existing at the time it
becomes our subsidiary or at the time it is merged into or consolidated
with us or one of our subsidiaries;
(3) Mortgages on property existing at the time of acquisition thereof or
incurred to secure payment of all or part of the purchase price thereof or
to secure Debt incurred prior to, at the time of, or within 12 months after
the acquisition for the purpose of financing all or part of the purchase
price thereof;
(4) Mortgages on any property to secure all or part of the cost of construction
or improvements thereon or Debt incurred to provide funds for such purpose
in a principal amount not exceeding the cost of such construction or
improvements;
(5) Mortgages which secure only an indebtedness owing by one of our
subsidiaries to us or to another of our subsidiaries;
(6) certain Mortgages to government entities, including mortgages to secure
debt incurred in pollution control or industrial revenue bond financings;
(7) Mortgages required by any contract or statute in order to permit us or one
of our subsidiaries to perform any contract or subcontract made with or at
the request of the United States of America, any state or any department,
agency or instrumentality or political subdivision of either;
(8) Mortgages to secure loans to us or to our subsidiaries maturing within 12
months from the creation thereof and made in the ordinary course of
business;
(9) Mortgages on any property (including any natural gas, oil or other mineral
property) to secure all or part of the cost of exploration, drilling or
development thereof or to secure Debt incurred to provide funds for any
such purpose;
(10) Mortgages existing on the date of the Indenture;
(11) "Excepted Encumbrances" and "Permitted Encumbrances" as such terms are
defined in any of the Existing Mortgages;
(12) certain Mortgages typically incurred in the ordinary course of business;
and
(13) any extension, renewal or replacement of any Mortgage referred to in the
foregoing clauses (2) through (12), which does not increase the amount of
debt secured thereby at the time of the renewal, extension or modification.
Notwithstanding the foregoing, we and any or all of our subsidiaries may,
without securing the debt securities, issue, assume or guarantee Debt secured by
Mortgages in an aggregate principal amount which (not including Debt permitted
to be secured under clauses (1) to (13) inclusive above) does not at any one
time exceed 10% of our Consolidated Net Tangible Assets (as hereinafter
defined).
(Section 1009)
"Consolidated Net Tangible Assets" is defined as the total amount of
assets appearing on our consolidated balance sheet subtracting, without
duplication, the following:
o reserves for depreciation and other asset valuation reserves but excluding
reserves for deferred federal income taxes;
o intangible assets such as goodwill, trademarks, trade names, patents and
unamortized debt discount and expense; and
o appropriate adjustments on account of minority interests of other persons
holding voting stock in any of our subsidiaries. (Section 101)
Modification, Waiver and Meetings
We may, without the consent of any holders of outstanding debt
securities, enter into supplemental indentures for the following purposes:
o to add to our covenants for the benefit of the holders or to surrender
a right or power conferred upon us in the Indenture,
o to secure the debt securities,
o to establish the form or terms of any series of debt securities, or
o to make certain other modifications, generally of a ministerial or
immaterial nature. (Section 901)
We may amend the Indenture for other purposes only with the consent of
the holders of a majority in principal amount of each affected series of
outstanding debt securities. However, we may not amend the Indenture without the
consent of the holder of each affected outstanding debt security for the
following purposes:
o to change the stated maturity or redemption date of the principal
of, or any installment of interest on, any debt security or to
reduce the principal amount, the interest rate of, any other
amount payable in respect of or any premium payable on the
redemption of any debt security;
o to reduce the principal amount of any debt security which is an
Original Issue Discount Security (as defined in the Indenture)
that would be due upon a declaration of acceleration of that
security's maturity;
o to change the place or currency of any payment of principal of or
any premium or interest on any debt security;
o to impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security after the stated
maturity or redemption date of that debt security;
o to reduce the percentage in principal amount of outstanding debt
securities of any series for which the consent of the holders is
required to modify or amend the Indenture or to waive compliance
with certain provisions of the Indenture, or reduce certain quorum
or voting requirements of the Indenture; or
o to modify the foregoing requirements or reduce the percentage of
outstanding debt securities necessary to waive any past
default. (Section 902)
Except with respect to certain fundamental provisions, the holders of a
majority in principal amount of outstanding debt securities of any series may
waive past defaults with respect to that series and may waive our compliance
with certain provisions of the Indenture with respect to that series. (Sections
513 and 1010)
We, the Trustee or the holders of at least 10% in principal amount of
the outstanding debt securities of any series, may at any time call a meeting of
the holders of debt securities of that series, and notice of that meeting will
be given in accordance with "Notices" below. (Section 1402) Any resolution
passed or decision taken at any meeting of holders of debt securities of any
series duly held in accordance with the Indenture will be binding on all holders
of debt securities of that series. The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be a majority in principal
amount of the outstanding debt securities of a series. (Section 1404)
Notices
Notices to holders of the Notes will be given by mail to the addresses of
such holders as they appear in the Securities Register. (Section 106)
Defeasance
If we deposit with the Trustee, money or Federal Securities (as
described in the Indenture) sufficient to pay, when due, the principal, premium
(if any) and interest due on the Notes, then we will be discharged from any and
all obligations with respect to the Notes, except for certain continuing
obligations to register the transfer or exchange of those debt securities, to
maintain paying agencies and to hold moneys for payment in trust. (Section 401)
Book-Entry System
If provided in the applicable pricing supplement, except under the
circumstances described below, we will issue the Notes as one or more global
Notes (each a "Global Note"), each of which will represent beneficial interests
in the Notes. Each such beneficial interest in a Global Note is called a
"Book-Entry Note" in this prospectus. We will deposit those Global Notes with,
or on behalf of The Depository Trust Company, New York, New York ("DTC") or
another depository which we subsequently designate (the "Depository") relating
to the Notes, and register them in the name of a nominee of the Depository.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the owner of that Global Note for all purposes under the Indenture.
We will make payments of principal of, any premium, and interest on the Global
Note to the Depository or its nominee, as the case may be, as the registered
owner of that Global Note. Except as set forth below, owners of a beneficial
interest in a Global Note will not be entitled to have any individual Notes
registered in their names, will not receive or be entitled to receive physical
delivery of any Notes and will not be considered the owners of Notes under the
Indenture.
Accordingly, to exercise any of the rights of the registered owners of
the Notes, each person holding a beneficial interest in a Global Note must rely
on the procedures of the Depository. If that person is not a Direct Participant
(as defined below), then that person must also rely on procedures of the Direct
Participant through which that person holds its interest.
DTC
The following information concerning DTC and its book-entry system has
been obtained from sources that we believe to be reliable, but neither we nor
any underwriter, dealer or agent take any responsibility for the accuracy of
that information.
DTC will act as the initial securities depository for the Global Notes.
The Global Notes will be issued only as fully-registered securities registered
in the name of Cede & Co., DTC's partnership nominee, or such other name as may
be requested by an authorized representative of DTC. One fully-registered Note
certificate will be issued for each issue of the Notes, each in the aggregate
principal amount of such issue, and will be deposited with DTC or its custodian.
If, however, the aggregate principal amount of any issue of Notes exceeds $400
million, one certificate will be issued with respect to each $400 million of
principal amount and an additional certificate will be issued with respect to
any remaining principal amount of such Notes.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by The
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
SEC.
Purchases of the Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of each actual purchaser of each Note ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from DTC of
their purchases, but Beneficial Owners are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through
which the Beneficial Owners entered into the transactions. Transfers of
ownership interests in the Notes are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in the
Notes, except in the event that use of the book-entry system for the Notes is
discontinued.
To facilitate subsequent transfers, all Notes deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as requested by an authorized representative of
DTC. The deposit of Notes with DTC and their registration in the name of Cede &
Co. or such other nominee do not effect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the Notes; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Notes are credited, which may or may not be the Beneficial Owners. The Direct
and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. Beneficial Owners of Notes may wish to take
certain steps to augment transmission to them of notices of significant events
with respect to the Notes, such as redemptions, tenders, defaults and proposed
amendments to the security documents. Beneficial Owners of Notes may wish to
ascertain that the nominee holding the Notes for their benefit has agreed to
obtain and transmit notices to Beneficial Owners, or in the alternative,
Beneficial Owners may wish to provide their names and addresses to the registrar
and request that copies of the notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Notes
within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co., nor any other DTC nominee, will consent or
vote with respect to the Notes. Under its usual procedures, DTC mails an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the omnibus proxy).
Principal and interest payments on the Notes will be made to Cede & Co.
or such other nominee as may be requested by an authorized representative of
DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's
receipt of funds and corresponding detail from us or the Trustee on the relevant
payment date in accordance with their respective holdings shown on DTC's
records. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC (nor
its nominee), the Trustee or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC is our responsibility or that of the Trustee.
Disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Notes
purchased or tendered by us, through its Participant, to the Trustee and shall
effect delivery of such Notes by causing the Direct Participant to transfer the
Participant's interest in the Notes, on DTC's records, to the Trustee. The
requirement for physical delivery of Notes in connection with a demand for
repayment will be deemed satisfied when the ownership rights in the Notes are
transferred by Direct Participants on DTC's records and followed by a book-entry
credit of tendered Notes to the Trustee's DTC account.
DTC may discontinue providing its services as securities depository
with respect to the Notes at any time by giving reasonable notice to us or the
Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Notes in certificated form are required to be
printed and delivered. In addition, we may decide to discontinue use of the
system of book-entry transfers through DTC or a successor securities depository.
In that event, Notes in certificated form will be printed and delivered.
Neither we nor the Trustee will have any responsibility or obligation
to the Depository, any Participant in the book-entry system or any Beneficial
Owner with respect to (1) the accuracy of any records maintained by DTC or any
Participant; (2) the payment by DTC or by any Participant of any amount due to
any Participant or Beneficial Owner, respectively, in respect of the principal
amount or purchase price or redemption price of, or interest on, any Notes; (3)
the delivery of any notice by DTC or any Participant; (4) the selection of the
Beneficial Owners to receive payment in the event of any partial redemption of
the Notes; or (5) any other action taken by DTC or any Participant.
Plan of Distribution
We are offering the Notes on a continuous basis through the agents
named on the cover of this prospectus or the applicable pricing supplement (the
"Agents"), who have agreed to use reasonable efforts to solicit purchases of the
Notes. Initial purchasers may propose certain terms of the Notes, but we will
have the sole right to accept offers to purchase Notes and may reject proposed
purchases in whole or in part. Each Agent will also have the right, in its
discretion reasonably exercised and without notice to us, to reject any proposed
purchase of Notes in whole or in part. We will pay each Agent a commission
ranging from .125% to .750% of the principal amount of Notes sold through such
Agent, depending upon stated maturity or the effective maturity as dictated by
combinations of options or other provisions found in the applicable pricing
supplement.
We may sell Notes directly to investors on our own behalf. In these
cases, no commission or discount will be paid or allowed. In addition, we may
accept offers from additional agents for the sale of particular Notes; provided
that any such sale of Notes through such additional agents shall be on terms
substantially similar, including the same commission schedule, as agreed to by
the Agents. Such additional agents will be named in the applicable pricing
supplement.
We may also sell Notes to Agents as principals. Unless otherwise
specified in the applicable pricing supplement, any Note sold to an Agent as
principal will be purchased by the Agent at a price equal to 100% of the
principal amount thereof, less a percentage equal to the commission applicable
to an agency trade of identical stated maturity. Notes may be resold by an Agent
to investors or other purchasers from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined by the Agent at the time of sale, or may be sold to
certain dealers as described below. After the initial public offering of Notes
to be resold to investors or other purchasers, the public offering price (in the
case of Notes to be resold at a fixed offering price), the concession and the
discount may be changed. In addition, any Agent may sell Notes to any dealer at
a discount and, unless otherwise specified in an applicable pricing supplement,
such discount allowed to any dealer will not be in excess of the discount to be
received by the Agent from us.
No Note will have an established trading market when issued. The Notes
will not be listed on any securities exchange. The Agents may make a market in
the Notes, but the Agents are not obligated to do so and may discontinue any
market-making at any time without notice. There can be no assurance of a
secondary market for any Notes, or that the Notes will be sold.
Each Agent, whether acting as agent or principal, may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). We have agreed to indemnify each Agent against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Agents may be required to make in respect thereof. Each of the
Agents and certain of their affiliates engage in transactions with and perform
services for us and our affiliates in the ordinary course of business.
Experts
The consolidated financial statements and related financial
statement schedule incorporated by reference from our Annual Report on Form 10-K
for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report (which expresses an unqualified
opinion and includes an explanatory paragraph referring to a change in SCANA's
method of accounting for operating revenues associated with its regulated
utility operations), which is incorporated by reference into this prospectus and
is so incorporated in reliance upon the report of such firm, given upon their
authority as experts in accounting and auditing.
Validity of the Notes
McNair Law Firm, P.A., of Columbia, South Carolina, and H. Thomas Arthur,
Esq., our Senior Vice President and General Counsel, or Sarena D. Burch, Esq.,
our Deputy General Counsel, will pass upon the validity of the Notes for us.
Thelen Reid & Priest LLP, of New York, New York, will pass upon the validity of
the Notes for any underwriters, lenders or Agents. Thelen Reid & Priest LLP will
rely as to all matters of South Carolina law upon the opinion of H. Thomas
Arthur, Esq. or our Deputy General Counsel. From time to time, Thelen Reid &
Priest LLP renders legal services to us and certain of our subsidiaries.
At September 30, 2001, H. Thomas Arthur, Esq., and Sarena D. Burch, Esq.,
owned beneficially 13,715 and 2,934, respectively, and options to purchase
27,938 and 9,571, respectively, shares of our common stock, including shares
acquired by the trustee under its Stock Purchase-Savings Program by use of
contributions made by Mr. Arthur and our Deputy General Counsel and earnings
thereon and including shares purchased by the trustee by use of SCANA
contributions and earnings thereon.
Glossary
Set forth below are definitions of some of the terms used in this
prospectus.
"H.15(519)" means the weekly statistical release designated as
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication, published by the Board of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the Internet website of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site
or publication.
"Index Maturity" means, with respect to a Floating Rate Note, the
period to maturity of the Note on which the interest rate formula is based, as
indicated in the applicable pricing supplement.
"Interest Determination Date" means the date as of which the interest
rate for a Floating Rate Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date
(except in the case of LIBOR which is calculated on the related LIBOR Interest
Determination Date). The Interest Determination Dates will be indicated in the
applicable pricing supplement and in the Note.
"Interest Reset Date" means the date on which a Floating Rate Note will
begin to bear interest at the rate determined on any Interest Determination
Date. The Interest Reset Dates will be indicated in the applicable pricing
supplement and in the Note.
"Money Market Yield" is the yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one-hundred-thousandth of a percentage
point) calculated in accordance with the following formula:
D x 360
Money Market Yield = -------------- x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
"Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated LIBOR Currency of such LIBOR Note,
except that with respect to U.S. dollars, the Principal Financial Center shall
be New York, New York.
"Reuters Page" means the display on the Reuters Monitor Money Rates
Service on the page designated in the applicable pricing supplement (or such
other page as may replace that designated page on that service) for the purpose
of displaying London interbank offered rates of major banks for the related
Designated LIBOR Currency.
"Spread" means the number of basis points specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating Rate
Note.
"Spread Multiplier" means the percentage specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating Rate
Note.
"Telerate" means Bridge Telerate, Inc. or any successor service.
"Telerate Page" means the display on the Dow Jones Telerate Service on
the page designated in the applicable pricing supplement (or such other page as
may replace that page on that service or such other service or services as may
be nominated by the British Bankers Association) for the purpose of displaying
London interbank offered rates for U.S. dollar deposits.
$800,000,000
SCANA CORPORATION
Medium-Term Notes
Due Nine Months or More
From Date of Issue
Prospectus
UBS Warburg
Credit Suisse First Boston
Banc of America Securities LLC
Wachovia Securities, Inc.
October ,
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee....... $ 75,500
Printing Expense.................................... 10,000#
Blue Sky and Legal fees............................. 80,000#
Rating Agency fees.................................. 91,000#
Trustee fees........................................ 35,000#
Accounting services................................. 20,000#
Miscellaneous....................................... 10,000#
--------
Total.............................................. $321,500#
========
# Estimated
Item 15. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits
indemnification of the registrant's directors and officers in a variety of
circumstances, which may include indemnification for liabilities under the
Securities Act. Under Sections 33-8-510, 33-8-550 and 33-8-560 of the South
Carolina Business Corporation Act of 1988, a South Carolina corporation is
authorized generally to indemnify its directors and officers in civil or
criminal actions if they acted in good faith and reasonably believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. In addition, the registrant carries insurance on behalf of directors,
officers, employees or agents that may cover liabilities under the Securities
Act. The registrant's Restated Articles of Incorporation provide that no
director of the registrant shall be liable to the registrant or its shareholders
for monetary damages for breach of his fiduciary duty as a director occurring
after April 26, 1989, except for (i) any breach of the director's duty of
loyalty to the registrant or its shareholders, (ii) acts or omissions not in
good faith or which involve gross negligence, intentional misconduct or a
knowing violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal benefit.
Item 16. Exhibits
Exhibits required to be filed with this registration statement are
listed in the following Exhibit Index. Certain of such exhibits which have
heretofore been filed with the SEC and which are designated by reference to
their exhibit numbers in prior filings are hereby incorporated herein by
reference and made a part hereof.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3, except for the assignment of a
security rating pursuant to transaction requirement B.2. of Form S-3, which
requirement the registrant reasonably believes will be met at the time of sale,
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 19, 2001.
(REGISTRANT) SCANA Corporation
By: /s/W. B. Timmerman
--------------------------------------------------
(Name & Title): W. B. Timmerman, Chairman of the Board, Chief
Executive Officer, President 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, President and Director
Date: October 19, 2001
(ii) Principal financial officer:
By: /s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President-Finance and
Chief Financial Officer
Date: October 19, 2001
(iii) Principal accounting officer:
By: /s/M. R. Cannon
(Name & Title): M. R. Cannon, Controller
Date: October 19, 2001
(iv) Other Directors:
*B. L. Amick; J. A. Bennett, W. B. Bookhart, Jr.; W. C. Burkhardt;
H. M. Chapman; E. T. Freeman; L. M. Gressette, Jr.; D. M. Hagood; W. H. Hipp;
L. M. Miller, M. K. Sloan; H. C. Stowe; G. S. York; and C. E. Zeigler, Jr.
* Signed on behalf of each of these persons by Kevin B. Marsh, Attorney-in-Fact:
Date: October 19, 2001
SCANA CORPORATION
EXHIBIT INDEX
1.01 Underwriting Agreement
Form of Selling Agency Agreement (Previously filed)
2.01 Agreement and Plan of Merger, dated as of February 16, 1999 as
amended and restated as of May 10, 1999, by and among Public Service
Company of North Carolina, Incorporated, the Registrant, New Sub I,
Inc. and New Sub II, Inc. (Filed as Exhibit 2.1 to SCANA Form S-4 on
May 11, 1999 and incorporated by reference herein)
3.01 By-Laws of the Registrant as revised and amended on December 13, 2000
(Previously filed)
4.01 Indenture, dated as of November 1, 1989 between the Registrant and
The Bank of New York, as Trustee (Filed as Exhibit 4-A to
Registration Statement No. 33-32107 and incorporated by reference
herein)
4.02 Form of the Note (Previously filed)
5.01 Opinion of H. Thomas Arthur, Esq. re legality (Previously filed)
8.01 Opinion Re Tax Matters (Not applicable)
12.01 Statement Re Computation of Ratios (Filed herewith)
15.01 Letter re Unaudited Interim Financial Information (Not applicable)
23.01 Consent of Deloitte & Touche LLP (Filed herewith)
23.02 Consent of H. Thomas Arthur, Esq.(Previously filed as part of opinion
filed as Exhibit 5.01)
24.01 Power of Attorney (Previously filed)
25.01 Statement of eligibility of The Bank of New York, as Trustee
(Form T-1) (Previously filed)
26.01 Invitations for Competitive Bids (Not applicable)
Exhibit 12.01
SCANA CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For the Twelve Months Ended June 30, 2001 and Each of the Five Years Ended December 31
(Millions of Dollars)
12 Months
Ended
June 30, Year Ended December 31,
-------- ---------------------------------------------------
2001 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
Fixed Charges as defined:
Interest expense $238.8 $226.1 $143.0 $128.0 $124.6 $125.6
Amortization of debt premium, discount and expense (net) 6.3 4.4 3.1 2.7 2.6 2.6
Interest component on rentals 1.6 1.2 0.8 0.9 1.8 2.3
Preference security dividend requirement 15.7 15.8 15.8 15.8 15.6 8.8
------------------------------------------------------------------------------------ --------- ---------- --------- ---------
Total Fixed Charges (A) $262.4 $247.5 $162.7 $147.4 $144.6 $139.3
==================================================================================== ========= ========== ========= =========
Earnings, as defined:
Pretax income from continuing operations $927.2 $374.3 $302.5 $366.2 $344.2 $339.8
Total fixed charges above $262.4 247.5 162.7 147.4 144.6 139.3
Distributions from equity investee 11.5 5.9 1.3 - - -
Preference security dividend requirements from above (15.7) (15.8) (15.8) (15.8) (15.6) (8.8)
------------------------------------------------------------------------------------ --------- ---------- --------- ---------
Total Earnings (B) $1,185.4 $611.9 $450.7 $497.8 $473.2 $470.3
==================================================================================== ========= ========== ========= =========
Ratio of Earnings to Fixed Charges (B/A) 4.52 2.47 2.77 3.38 3.27 3.38
==================================================================================== ========= ========== ========= =========
The increase in the ratio of earnings to fixed charges during the twelve months
ended June 30, 2001 is primarily attributable to the non-cash gain realized from
our investments in Powertel, Inc. Powertel, Inc. was acquired by Deutsche
Telekom AG in May 2001. Without the gain from this investment, our ratio for the
twelve months ended June 30, 2001 would have been 2.44.
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-Effective
Amendment No. 1 to Registration Statement No. 333-68266 of SCANA Corporation on
Form S-3 of our report dated February 7, 2001, February 16, 2001 as to Note 15
(which expresses an unqualified opinion and includes an explanatory paragraph
relating to a change in the method of accounting for operating revenues for
utility operations), appearing in the Annual Report on Form 10-K of SCANA
Corporation for the year ended December 31, 2000, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
s/Deloitte & Touche
DELOITTE & TOUCHE LLP
Columbia, South Carolina
October 19, 2001