UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 23,
2008
Commission
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Registrant, State of
Incorporation,
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I.R.S.
Employer
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File
Number
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Address and Telephone
Number
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Identification
No.
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1-8809
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SCANA
Corporation
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57-0784499
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(a
South Carolina corporation)
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1426
Main Street, Columbia, South Carolina 29201
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(803)
217-9000
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1-3375
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South
Carolina Electric & Gas Company
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57-0248695
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(a
South Carolina corporation)
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1426
Main Street, Columbia, South Carolina 29201
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(803)
217-9000
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(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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This
combined Form 8-K is separately filed by SCANA Corporation and South Carolina
Electric & Gas Company. Information contained herein relating to any
individual company is filed by such company on its own behalf. Each
company makes no representation as to information relating to the other
company.
Item
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On May
23, 2007, South Carolina Electric & Gas Company (SCE&G), a principal
subsidiary of SCANA Corporation (SCANA), for itself and as agent for the South
Carolina Public Service Authority (Santee Cooper), South Carolina’s state-owned
utility (together, the “Owner”), entered an engineering, procurement and
construction (EPC) contract for two Westinghouse AP1000 nuclear units to be
constructed at the site of the V. C. Summer Nuclear Station near Jenkinsville,
South Carolina.
See also
our Form 8-K, Item 8.01, Other Items, dated April 1, 2008, which reported
several developments related to SCE&G’s plans to continue to pursue the
construction of new nuclear generating capacity. These included the
announcement of the submission to the Nuclear Regulatory Commission (NRC) of a
combined construction and operating license (COL) application and the filing
with the Public Service Commission of South Carolina (SC PSC) of a letter of
intent to submit a combined application under the South Carolina Base Load
Review Act (BLRA), as well as the entry into an agreement authorizing the
purchase of long-lead time materials for plant construction.
Under the
terms of the EPC contract, Westinghouse Electric Company LLC and Stone &
Webster, Inc., a subsidiary of The Shaw Group, Inc. (Westinghouse Electric
Company LLC and Stone & Webster, Inc. together, the “Contractor”), will
provide design, engineering, procurement, and construction services for two
1,117-megawatt nuclear electric-generating units. The work
contemplated by the EPC contract will be conducted in two
phases. Although limited site preparation activities may be approved
to occur early, SCE&G will not commence substantive construction of the
nuclear units until after SCE&G has obtained all necessary licenses and
permits, including an order from the SC PSC granting it a certificate of
environmental compatibility and public convenience and necessity (the
above-mentioned BLRA order). Phase I will include, among other
things, engineering and other services required to support the Owner’s licensing
efforts for the units, design work, project management, engineering and
administrative support to procure long lead time equipment, construction
mobilization and site preparation. Phase II will encompass the
remainder of the work required to complete the units and will begin with the
Owner’s issuance to the Contractor of a written authorization to proceed with
the remainder of the work (Full Notice to Proceed). While the Full Notice to
Proceed may be issued prior to the receipt by the Owner of a COL from the NRC,
certain critical aspects of the work may not be performed unless and until a COL
is received.
The first
unit is expected to be substantially complete in 2016. The second
unit is expected to be substantially complete in 2019. The Owner may
cancel either or both of the units on or before the issuance of the Full Notice
to Proceed, in which case the Owner would be required to pay certain costs to
the Contractor to bring the work to an orderly conclusion, including but not
limited to costs to demobilize and cancel equipment and material orders
placed. If the Owner cancels either or both of the units after the
issuance of the Full Notice to Proceed, a termination fee also would be
incurred. However, a mechanism has been devised for recovery of
payments for certain long-lead time materials if the above BLRA order is not
received by March 23, 2009.
**Information
omitted pursuant to a request for confidential treatment and filed separately
with the Commission.** While confidential treatment has been
requested for the specific contract price, the total estimated cost for both
units upon completion, including forecasted inflation, owner’s costs (site
preparation, etc.) and contingencies, is approximately $9.8
billion. SCE&G’s share of that total is about $5.4 billion and
Santee Cooper’s share is about $4.4 billion. The EPC contract
includes various pricing components designed to minimize the construction cost
to the Owner, and a significant portion of the contract price is fixed or fixed
with agreed-upon inflation factors. Contract costs are also subject
to adjustment for change orders, and certain of the pricing components are
subject to contractor performance bonuses. SCE&G will also incur
financing, transmission upgrade and other costs related to placing the plants in
service.
SCE&G
and Santee Cooper are joint owners and share operating costs and generating
output of the existing V. C. Summer Nuclear Station’s 966-megawatt unit in the
proportion of two-thirds and one-third, respectively. Under a similar
arrangement, the new units described above are to be jointly owned, and
operating costs and output will be shared in the proportion of 55% and 45%,
respectively. As with the existing unit, SCE&G will be the
operator of the new units. Westinghouse and some of its affiliates
provide certain engineering and fuel fabrication services and certain materials,
services and equipment used at V. C. Summer.
On
May 27, 2008 SCANA and Santee Cooper issued a press release, a copy
of which is attached hereto as Exhibit 99.1, with additional information
regarding the entry into the EPC contract.
Finally,
on May 30, 2008, SCE&G submitted to the SC PSC the above-referenced combined
application under the BLRA. The application documents the need
for new generation and provides information for the determination of the
prudency of SCE&G's construction plans, including the projected costs,
schedules and siting decisions. In that application, SCE&G’s
share of total costs, including transmission projects and financing costs, are
projected to be approximately $6.3 billion. Under the BLRA, an order must be
issued by the SC PSC by no later than the end of February, 2009. On
May 30, 2008, SCANA issued a press release, a copy of which is attached hereto
as Exhibit 99.2, with additional information regarding this
application.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
99.1 Press release dated May 27,
2008
Exhibit
99.2 Press release dated May 30,
2008
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each of the
registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. The signature of each
registrant shall be deemed to relate only to matters having reference to such
registrant and any subsidiaries thereof.
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SCANA
Corporation
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South
Carolina Electric & Gas Company
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(Registrants)
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May 30,
2008
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By:
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/s/James E. Swan,
IV
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James
E. Swan, IV
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Controller
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EXHIBIT
INDEX
Number
99.1
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Press release dated May 27,
2008
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99.2
Press release dated May 30, 2008