amendedform8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K/A
Amendment
No. 1 To
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
This combined Form
8-K is separately 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.
Explanatory
Note
On May
30, 2008, SCANA Corporation (SCANA) and South Carolina Electric & Gas
Company (SCE&G) filed a current report on Form 8-K to disclose under Item
1.01 SCE&G’s entry into a material definitive agreement. The
first sentence of the fifth paragraph in Item 1.01 of that filing was omitted
from the publicly filed Form 8-K and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential
treatment. SCANA and SCE&G are withdrawing that confidential
treatment request, and the purpose of this Amendment No. 1 is to add the omitted
sentence to the publicly filed Form 8-K. Although the EPC contract
that is the subject of Item 1.01 provides that its terms, including the contract
price, are confidential subject to certain limited exceptions, SCANA and
SCE&G believe that disclosure of the contract price in this Form 8-K falls
within those exceptions.
Item
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
May 23, 2008, 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.
The contract price
for the two new nuclear units is approximately $6.4 billion, part of which is
subject to increases for inflation. 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 (previously filed)
Exhibit
99.2 Press release dated
May 30, 2008 (previously filed)
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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August 28,
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 (previously filed)
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99.2 Press
release dated May 30, 2008 (previously filed)