forms-3sipp.htm
Registration Statement
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation or organization)
(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)
Francis
P. Mood, Jr.
Senior
Vice President and General Counsel
SCANA
CORPORATION
1426 Main
Street
Columbia,
SC 29201
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copy
to:
John W.
Currie, Esq.
McNair
Law Firm, P.A.
1301
Gervais Street, 17th
Floor
Columbia,
SC 29201
(803)
799-9800
Approximate date of commencement of
proposed sale to the public: As soon as practicable after the effective date of
this Registration Statement.
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 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 this Form is a registration
statement pursuant to General Instructions I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box.
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instructions
I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
Indicated
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (as
defined in Exchange Act Rule 12b-2). Large accelerated filer x Accelerated filer Non-accelerated filer Smaller reporting
company
CALCULATION
OF REGISTRATION FEE
|
|
Proposed
|
Proposed
|
|
Title
of each
|
|
maximum
|
maximum
|
|
class
of securities
|
Amount
to be
|
offering
price per
|
aggregate
offering
|
Amount
of
|
to
be registered
|
registered*
|
unit*
|
price*
|
registration
fee*
|
|
|
|
|
|
Common
Stock
|
4,718,832
|
$32.41
|
$152,937,345
|
$2,547
|
*
Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee based on the average
of the high and low prices of SCANA Corporation common stock as reported on the
New York Stock Exchange Composite Listing on November 21, 2008.
Pursuant to Rule
429, the Prospectus includes 2,718,832 shares of Common Stock (the "Prior
Shares") previously registered by the Registrant on March 19, 2004 in
Registration Statement No. 333-113749, as amended, for which a filing fee of
$12,181 (the "Prior Filing Fee") was remitted to the Commission at the time of
its registration. In accordance with Rule 457(r) of the Securities
Act of 1933, as amended, the Registrant desires to offset the Prior Filing Fee
against the registration fee payable for the registration of the Registrant's
Common Stock registered hereby and, therefore, no additional registration fee is
due and payable with respect to the Prior Shares.
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.
4,718,832
SHARES
SCANA
CORPORATION
1426 MAIN
STREET
COLUMBIA,
SC 29201
TELEPHONE:
1-800-763-5891
New York
Stock Exchange Trading Symbol: SCG
Internet
address: http://www.scana.com/
COMMON
STOCK
SCANA
INVESTOR PLUS PLAN
PROSPECTUS
SCANA
Corporation hereby offers participation in its Investor Plus Plan (the "Plan").
The Plan is designed to provide investors with a convenient way to purchase
shares of SCANA common stock and to reinvest in SCANA common stock all or a
portion of the cash dividends paid on SCANA common stock or South Carolina
Electric & Gas Company preferred stock.
The Plan
may purchase shares on the open market or directly from SCANA. The
price of shares purchased on the open market for an investment date will be the
weighted average purchase price (including commissions and any related service
charges and taxes) of all shares purchased for the Plan for that investment
day. The price of shares purchased directly from SCANA for an
investment date will be the average of the high and low sales prices of SCANA
common stock on the previous trading day.
Investing
in SCANA common stock involves risks. See ‘‘Risk Factors’’ on page 12 of the
accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this Prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date
of this prospectus is November 26, 2008.
PROSPECTUS
SCANA
CORPORATION
SCANA
INVESTOR PLUS PLAN PROSPECTUS
TABLE OF
CONTENTS
Page
2 About This Prospectus
Plan Features - Frequently Asked
Questions
Page
4 Miscellaneous Plan Fees
Who Runs the Plan
SCANA Telephone Numbers, Mailing
Address, etc.
Who Pays the Plan’s Costs
How to Enroll in the Plan
Page
5 Cash Investments
Dates When Shares are
Purchased
Page
6 Two-Week Holding Period
Summary of Important Dates
Price of Purchased Shares
Plan Statements
Page
7 How to Deposit Shares into the Plan
How to Obtain Share
Certificates
Sale of Shares
Page
8 Transfer of Shares
Changing Your Enrollment Status or
Terminating Participation
Death of a Plan
Participant
Page
9 Tax Consequences of Plan Participation
Stock Splits, Stock Dividends and
Rights Offerings
Voting Rights
Liability Limitation
Changes to the Plan
Acceptance of Terms and Conditions of
the Plan by Participants
Page
10 Description of SCANA and Subsidiaries
Page
11 Description of the Common Stock
Page
12 Risk Factors
Use of Proceeds
Experts
Page
13 Legal Matters
Where You Can Find More
Information
Page
14 If There Are Inconsistencies
ABOUT
THIS PROSPECTUS
When this
prospectus uses the words ‘‘SCANA,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ they refer to
SCANA Corporation, unless otherwise expressly stated or the context otherwise
requires.
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission (the "SEC"), utilizing a "shelf" registration process.
Under this shelf registration process, we may, from time to time, sell shares of
our common stock pursuant to the Plan. All shares of our common stock sold under
the Plan will be sold under that registration statement.
This
prospectus provides you with a general description of the Plan. The
registration statement we filed with the SEC includes exhibits that provide more
detail on descriptions of the matters discussed in this prospectus. Please
carefully read this prospectus, together with the registration statement, the
exhibits thereto and the additional information regarding us, our business and
the risks we face in our business and operations before making an investment
decision.
You
should rely only on the information contained in or incorporated by reference in
this prospectus. We have not authorized any other person to provide you with
different or inconsistent information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where such offer or sale is not
permitted. The information contained in this prospectus and the documents
incorporated by reference herein is accurate only as of the dates such
information is or was presented, regardless of the time of delivery of this
prospectus or of any sale of our common stock. Our business, financial
condition, results of operations and prospects may have changed since those
dates.
We are
not offering the common stock pursuant to the Plan in any state where the offer
is not permitted.
We
utilize the services of a registered broker-dealer as necessary to effect
securities transactions under the Plan.
PLAN FEATURES - FREQUENTLY ASKED
QUESTIONS
The
SCANA Investor Plus Plan (the "Plan") offers a convenient and economical way to
buy, hold and sell shares of SCANA common stock. Below are some
frequently asked questions and answers about the Plan:
|
(1) Who is eligible to participate
in the Plan? Any United States resident may purchase
shares through the Plan. Residents of some states will receive
our information from a registered
broker-dealer.
|
|
(2) What is the minimum initial
investment for the purchase of shares by a person who is not currently
a SCANA or South Carolina Electric & Gas
Company ("SCE&G")
stockholder? $250
|
|
(3) What are our minimum and
maximum cash investments? Our minimum cash investment is
$25 per investment and our maximum is $100,000 in the aggregate per
calendar year. A fee of $25 will be charged against your Plan
account for each check and bank draft that is returned by the bank due to
non-sufficient funds.
|
|
(4) How is the price of purchased
shares determined? For shares purchased on the open
market for an investment date, the price of your shares will be the
weighted average purchase price of all shares purchased for the Plan that
investment day. This will include brokerage commissions, any related
service charges and taxes. For shares purchased directly from
SCANA, we average the high and low sales prices of SCANA common stock on
the trading date prior to an investment date, as reported on The New York
Stock Exchange Composite Tape and published in The Wall Street Journal or,
if not so reported, based on market quotations as we deem
appropriate. For shares purchased on the open market, a
commission is charged. The current commission charge is $0.06 per
share, although such commission charge may be changed at any time.
There is no commission charge if shares are purchased directly from
SCANA.
|
|
(5) Does the Plan currently
purchase shares directly from SCANA? Yes, however, the
Plan may in the future switch to open market purchases without
notice.
|
|
(6)
How
often are shares purchased by the Plan? The Plan invests
in shares twice a month - usually on the 1st and 15th
(or, if such days are not business days, the next business
days). All cash received at least two business days prior to an
investment date and all reinvested dividends are sent to the Plan's
custodian (currently Merrill Lynch) on the investment date. The
Plan has no control over the date on which the custodian purchases shares
on the open market. When shares are purchased directly from
SCANA, the custodian purchases the shares on the date the funds are
received by the custodian. We have schedules for the cash due
dates and we will send one to you upon
request.
|
|
(7) Is there a commission for
selling shares through the Plan? Yes, a brokerage
commission is charged for selling shares through the Plan. The
commission charge is currently $0.18 per share, although such commission
charge may be changed at any time.
|
|
(8) When are statements
sent? We will send you a statement every time you have
activity in your account such as a purchase, withdrawal or
sale. Also, even if you have no activity in your account we
always send an annual statement in January of each year. You
should keep your statements. You will need them for tax
purposes. Duplicate statements may be ordered. There
is a minimum fee of $15 for a duplicate statement. This fee
covers the first hour of research. If more research time
is required there will be a charge of $10 for each
additional hour.
|
|
(9) Will SCANA send gift
certificates? Absolutely. When you purchase shares for
another person (or transfer shares from your own account to another
person) and want us to send a gift certificate, let us
know. Please send any Christmas gift requests before December
1.
|
|
(10) Can you transfer shares from
one account to another? Of course. We will
send the required form upon request. However, we will not
transfer shares until they have been held in your Plan account for at
least two weeks.
|
|
(11) Will SCANA issue a stock
certificate for shares in my Plan
account? Yes. We will be happy to issue
a stock certificate. Please notify us in writing when you want one. We do
not issue certificates for partial shares. There is a charge to
replace a lost or stolen stock certificate. The charge is $10,
or two percent of the current market value, whichever is
greater. No stock certificate will be issued for shares held in
your account for less than two weeks. We recommend that you
keep your stock certificates in a safe deposit box. SCANA will
not charge for a stock certificate that is lost in the mail on its way to
you, if the non-receipt claim is made within a year of the issuance
date.
|
|
(12) If shares are held in “street
name” by a stockbroker, can they participate in the Investor Plus
Plan? No. You must ask your stockbroker
to have the shares issued to you in a stock certificate if you want the
shares to participate in the Plan.
|
|
(13) Are reinvested dividends
taxable income? Yes. Even reinvested dividends are
taxable income. We will send you a 1099-DIV form or forms
indicating your dividend income for the
year.
|
|
(14) Can you receive dividends in
cash for shares held in a Plan
account? Sure. Just let us know
how you want your dividends handled, and we will follow your
instructions. We have a form which can be used
for this purpose. We will mail it to you upon
request.
|
MISCELLANEOUS
PLAN FEES
Non-sufficient funds for check or bank
draft . . . . . . . . . . . $25 per
occurrence
Copies of paid checks. . . . . . . . .
.. . . . . . . . . . . . . . . . . . . $10 per
copy
Account research/history (duplication
of details
provided
on statements) . . . . . . . . . . . . . . . . . . . . . . $15
first hour, $10 each additional
hour, per request
Replacement
check . . . . . . . . . . . . . . . . . . . . . . . . . .
.. . $10 each (no charge for first one)
WHO
RUNS THE PLAN
SCANA’s Shareholder Services Department
administers the Plan, keeps the records and sends statements. Merrill
Lynch, the current custodian, acquires, holds and sells the shares on behalf of
Plan participants. The telephone numbers and address for Plan matters
are shown in the box below.
SCANA
TELEPHONE NUMBERS, MAILING ADDRESS, ETC.
FOR
INFORMATION ABOUT THE SCANA INVESTOR PLUS PLAN:
SCANA's
Toll-Free Shareholder Services Number:
1-800-763-5891
Shareholder
Services Local
Number: 1-803-217-7817
Fax
1-803-217-7389
Any
investments and all correspondence should be mailed to:
Shareholder
Services 054
SCANA
Corporation
1426
Main Street
Columbia, SC 29201
Please
include your account number or social security number on all checks and
money orders and
on all correspondence, as well as a telephone number where you can be
reached
during regular
business hours.
|
WHO
PAYS THE PLAN’S COSTS
We pay all of the administrative costs
of the Plan. You will pay a brokerage commission and other costs when
the Plan shares are purchased by the custodian on the open
market. When the Plan buys the common stock directly from SCANA, you
pay no brokerage commission. You will pay a brokerage commission if
the Plan sells your common stock for you.
HOW
TO ENROLL IN THE PLAN
If you are already a holder of SCANA
common stock or SCE&G preferred stock we will enroll your shares in the
SCANA Investor Plus Plan when we receive your completed and signed authorization
form (which we will send to you upon request).
If you
are already a stockholder you may:
|
(1) reinvest
all or part of the dividends earned by your SCANA common stock and/or your
SCE&G preferred stock (we will purchase only shares of SCANA common
stock with your dividends);
|
|
(2) make
additional investments of SCANA common stock up to $100,000 per calendar
year (the minimum investment we can accept is $25 and we can draft your
bank account on a monthly basis if you want to make regular
investments);
|
|
(3) send
us your stock certificates for safekeeping in the
Plan;
|
|
(4) receive
dividends on Plan shares by check or electronic deposit (We have a form
for electronic deposit. Let us know if you need it);
and
|
|
(5) purchase
shares of SCANA common stock for family members or others and have gift
certificates sent to recipients.
|
If you are not currently a holder of
SCANA common stock or SCE&G preferred stock, we will establish your account
(which will include all of the above features) when you send us an initial
investment of at least $250 along with a completed enrollment
form. Please notify us if you would like an enrollment form sent to
you.
You may receive enrollment
information from a broker-dealer rather than directly from
SCANA. Some state securities laws require that a registered
broker-dealer send information to their residents; therefore, a registered
broker-dealer will forward the prospectus and enrollment form to residents of
those states.
Below is some important information
about dividend record dates and dividend payment dates that will affect
reinvestment of your dividends. The SCANA Corporation Board of
Directors sets dividend record dates and payment dates on a quarterly basis;
however, the following dates have generally applied in the past:
Record Date
|
Payment Date
|
December
10
|
January
1
|
March
10
|
April
1
|
June
10
|
July
1
|
September
10
|
October
1
|
If your account is enrolled for
reinvestment of dividends before a record date, your dividends can be reinvested
on the next dividend payment date. For instance, if you enroll prior
to December 10, your January 1 dividend can be reinvested. We will
confirm receipt of your enrollment form.
What about "street name"
accounts? If your SCANA common stock or SCE&G preferred stock is held
by a stockbroker in "street name," you must have the stockbroker have the stock
issued to you in your own name if you want the shares to participate in the
Plan.
We will gladly send you an enrollment
form if you are not already a stockholder or an authorization form if you are
currently a stockholder. If you would like to have either sent to
you, call 1-800-763-5891.
CASH
INVESTMENTS
Minimum
Investment $25 per investment date
Maximum
Investment $100,000 in aggregate per calendar year
You may purchase additional shares of
SCANA common stock with cash investments. Once you are enrolled in
the Plan, you may send investments to SCANA of at least $25 per investment and
not more than $100,000 in the aggregate per calendar year. All checks are
subject to collection by SCANA and must be in United States
dollars. A fee of $25 will be charged against your Plan account for
each check and bank draft that is returned by the bank due to non-sufficient
funds.
Your investment may be made by check,
money order or bank draft (automatic monthly debit of your bank account). Please
contact us if you are interested in the bank draft option. The minimum
investment of $25 also applies to your bank draft.
You will not be paid interest on your
cash investments that are received prior to the purchase of shares; therefore,
you should send your investments to be received as close to the investment due
date as possible. The investment due date is two full
business days prior to the investment date.
If your check or other investment is
returned because of insufficient funds or any other reason, we will sell the
shares purchased for you and enough additional shares to cover the applied fee
of $25 for non-sufficient funds. The sale will be reported to the
Internal Revenue Service, as required. You may have a tax liability
as a result of the sale.
SCANA will refund your investment
upon request if the request is received at least three business days prior to
the investment date.
If you purchase shares through the Plan
and fail to specify whether or not you want the dividends paid in cash or
reinvested, we will reinvest the dividends earned by these shares.
DATES
WHEN SHARES ARE PURCHASED
Investment
Dates: Around the 1st and 15th of every month
We send cash to the custodian twice
monthly, usually on the 1st and 15th. Of course, all these dates are subject to
adjustment for weekends and holidays. We must have all funds in hand at
least two FULL business days prior to the investment date. If
you would like to have a list of the investment due dates and investment dates,
let us know, and we will send it to you. We process bank drafts on
the 25th of the month, and all bank draft investments are sent to the custodian
on the first of the month. The Plan has no control over the dates on
which the custodian purchases shares on the open market. When shares
are purchased directly from SCANA, the custodian purchases the shares on the
date the funds are received by the custodian.
TWO-WEEK
HOLDING PERIOD
Shares purchased through the Plan may
not be sold or issued in certificate form until the shares have been held in
your Plan account for two weeks.
SUMMARY
OF IMPORTANT DATES
Dividend Record
Date
|
If
you own stock on a record date, you will receive the next dividend
payment.
|
Dividend Payment
Date
|
Date
the dividend is paid.
|
Investment
Dates
|
Twice
a month, usually on the 1st and 15th
|
Investment Due
Date
|
Two
full business days prior to the investment date.
|
Sale
Dates
|
We
sell shares at least once every
week.
|
PRICE
OF PURCHASED SHARES
The price of shares purchased on the
open market for any investment date will be the weighted average of the purchase
prices, including a brokerage commission, any related service charges and
applicable taxes, for all shares purchased for the Plan for that investment
date.
The price of shares purchased directly
from SCANA will be the average of the high and low sales prices of our common
stock on the trading day just prior to the purchase date.
As you know, the price of common stock
fluctuates daily, and we have no control over this. You must bear the market
risk associated with fluctuations in the price of common
stock.
We allocate shares to three decimal
places, so be aware that there will usually be a partial share in your Plan
account. This practice allows full investment of your dividends and
cash investments.
PLAN
STATEMENTS
We mail statements as
follows:
(1) after
each quarterly dividend is paid;
(2)
after investments on the 1st and 15th of the month for those
who send in cash investments;
(3)
after any other account activity such as a sale or withdrawal of shares;
and
(4)
in January of each year.
The statements show the date of each
purchase, the amount invested, the share price paid and the number of shares
purchased with each investment, as well as the accumulated total shares held in
your Plan account. The statements also show any withdrawals or
sales.
You
should keep your statements for tax purposes. Statements give
you
the original
cost of the shares. You will need this cost basis to
determine
gain or loss
if you sell your shares. Duplicate statements may be
ordered.
There is a minimum
fee of $15 for a duplicate statement. This fee covers
the first hour of
research. If more time is required there will be a charge
of $10 for each additional
hour.
|
Your certificated shares (shares
represented by actual stock certificates) will show on your statements
reflecting dividend reinvestments and on statements sent to you when you make
optional cash investments. The certificated shares will NOT show on
statements issued at other times.
You may detach the bottom portion of
any statement and use it to send instructions to us. Our address is
on the left side of the statement. Be sure to sign any instructions sent to
us.
We will mail to you a 1099-DIV form or
forms by January 31 of each year reporting the SCANA and SCE&G dividends
received by you during the prior year. In addition, if you sell
shares through the Plan, we will send you a 1099-B reporting the sales
proceeds. All 1099-DIV and 1099-B forms will be filed with the
IRS. You will need these forms for your income tax
records.
HOW
TO DEPOSIT SHARES INTO THE PLAN
You may deposit your certificated
shares of SCANA common stock into the Plan by completing a Share Deposit Form
and, if you are not a Plan participant, an Enrollment Form, or if you are a Plan
participant, a Change Form, and delivering your certificates and the Share
Deposit Form along with the Enrollment Form or the Change Form to
SCANA. Deposited shares will be credited to your Plan
account. Dividends paid on shares of common stock deposited into your
Plan account will be reinvested in common stock unless you notify us otherwise
on the Enrollment Form or the Change Form, as applicable. We
recommend that you use certified mail and insure the certificates against
loss.
HOW
TO OBTAIN SHARE CERTIFICATES
You may obtain a stock certificate for
any or all of the whole shares held in your Plan account at any time without
charge, except that no stock certificates will be issued representing shares
held in your Plan account for less than two weeks. We do not issue
certificates for partial shares.
Withdrawal of shares requires
notification in writing signed by all account owners. You may use the
bottom of any statement for this purpose, write a letter or request a Withdrawal
Form.
If you request withdrawal of all your
shares between a dividend record date and the payment date, there will be a
delay until after payment of the dividend before the shares can be sent to
you.
There is a cost to replace a lost or
stolen stock certificate. The cost is $10 or two percent of the
current market value, whichever is greater. We recommend that you
keep your stock certificates in a safe deposit box. SCANA will not
charge for a stock certificate that is lost in the mail on its way to you, if
the non-receipt claim is made within a year of the issuance date.
SALE
OF SHARES
We will sell your Plan shares for you
if you notify us in writing; however, no shares may be sold until
they have been held in your Plan account for at least two weeks. We do not take
telephone requests to sell shares, and we require signatures of all owners to
sell shares.
If you want us to sell your
certificated shares, you must send the stock certificates to us with
instructions to sell signed by all owners of the stock. We also have
a form which instructs us to sell certificated shares. Let us know if
you need one. Please mail stock certificates by certified or registered mail for
safety.
We sell shares once a
week. If you want specific details about when sales are being
processed during any given week, call us at 1-800-763-5891.
We sell shares on the open market at
prevailing market prices. The price you will receive for your shares
is the weighted average sales price of all shares sold by the custodian on the
day of sale - minus any brokerage commission. We will mail the
proceeds of your sale to you by first class mail. Sales are reported
at year-end to both you and the Internal Revenue Service.
The custodian has total authority over
when shares are sold. This timing cannot be influenced by SCANA or
the participant, and you must bear the market risk associated with fluctuations
in the price of common stock. If you want to negotiate the price at
which your shares are to be sold, it will be necessary for you to request a
stock certificate and engage the services of a stockbroker to handle the sale
for you. We will sell partial shares only if you sell all your
shares.
If you request the sale of all your
shares between a dividend record date and the dividend payment date, the sale
will be delayed until after payment of the dividend. (For example, if
we receive your request on September 15 to sell all your shares, the sale will
not be processed until after October 1.)
We will replace an uncashed check once
at no charge. Replacements thereafter will cost $10 each and will be
sent only following our receipt of the replacement fee.
TRANSFER
OF SHARES
We will transfer shares for you at no
cost. You may:
(1)
transfer shares to an existing Plan account; or
(2)
establish a new Plan account; or
(3)
have a stock certificate issued in another person’s name.
At the time of your request, please
provide the name, address and social security number of the person receiving the
shares. We will not transfer partial shares unless you are
transferring all of the shares in your Plan account to another Plan account, and
we will not transfer shares unless they have been held in your Plan account for
at least two weeks.
All transfers require the MEDALLION
guaranteed signatures of all account owners. Most banks and
stockbrokers can MEDALLION guarantee your signature. Our transfer
forms have complete instructions. Call 1-800-763-5891 for a
transfer form.
We
will send a gift certificate for shares transferred to a new (or existing) Plan
account if you request it.
CHANGING
YOUR ENROLLMENT STATUS OR TERMINATING
PARTICIPATION
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You can change your enrollment status
at any time. You may decide to stop reinvesting all your dividends
and reinvest only part of them, or you may decide you would rather have your
dividends paid to you by check or electronic deposit. You must notify
us in writing if you want to change your enrollment status, and all owners must
sign each request. We have a form you may use to make a change in
your enrollment status. We will send it to you upon
request.
Any request for change of status
received between a dividend record date and the dividend payment date will be
delayed until after payment of the dividend.
You may terminate your participation in
the Plan at any time by notifying us in writing. We can send you a
certificate for all whole shares in your Plan account and a check representing
the sale of the partial share, or we can sell all the shares for
you. This, too, requires notification in writing signed by all
owners. You can use the bottom of your statement for this
notification or write us a letter, or we can send you a form for this
purpose.
If you decide to terminate your
participation in the Plan between the dividend record date and the dividend
payment date, there will be a delay until after the dividend is paid and the
resulting shares are posted to your account. Also, no termination
will be processed until after all shares in your Plan account have been held in
the account for at least two weeks.
DEATH
OF A PLAN PARTICIPANT
Upon receipt of notification of your
death, we will close your Plan account as soon as practicable consistent with
the last paragraph of the foregoing section and send a stock certificate
evidencing the shares in your Plan account plus a check representing the sale of
the partial share to your address of record. We also will send
complete, easy-to-understand instructions so that the legal representative of
your estate, or the joint owner of your shares, may transfer the shares to a new
registration.
TAX
CONSEQUENCES OF PLAN PARTICIPATION
Dividends paid by SCANA Corporation, or
its subsidiary, SCE&G, are considered taxable income - whether paid in cash
or reinvested. Any dividends paid to you in cash or reinvested for
you will be reported at year end to you and the Internal Revenue
Service.
The sale of any shares through the Plan
will be reported to you and the Internal Revenue Service. You can
develop the cost basis of your shares from your statements.
Since each stockholder’s financial
situation is different, you should consult your individual tax advisor
concerning any tax questions you may have about Plan participation.
STOCK
SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
Any stock dividends or split shares
distributed by SCANA on your Plan shares will be added to your
account. Dividends earned by these shares will be reinvested unless
you notify us to the contrary. If SCANA should determine to offer securities
through a rights offering, you will receive rights based upon the total number
of whole shares in your account.
VOTING
RIGHTS
You have the right to exercise all
voting rights for the whole shares credited to your account. You may
vote in person or by proxy. Your proxy card will show the number of
shares you own including both your Plan shares and any certificated or
book-entry shares registered in the exact same name and social security
number. If you decide to vote in person, please notify the corporate
secretary before the meeting begins.
If no instructions are received on your
signed and dated proxy card, all your shares will be voted in accordance with
recommendations of SCANA’s management. If you do not return the proxy
card or don’t sign it, your shares will not be voted.
LIABILITY
LIMITATION
Neither SCANA nor the custodian will be
liable for any act (or omission to act) done in good faith. This
applies without limitation to the prices at which your shares are purchased or
sold, when purchases or sales are made and the fluctuations in market
price.
You are cautioned that this prospectus
does not represent a change in SCANA’s dividend policy or a guarantee of future
dividends. Dividends depend upon SCANA’s earnings, financial requirements,
governmental regulations and other factors.
You must recognize that neither SCANA
nor the custodian can assure you of a profit or protect you against a loss on
shares of common stock purchased or sold through the Plan.
CHANGES
TO THE PLAN
SCANA reserves the right to amend,
modify or terminate the Plan at any time in whole or in part. Notice
of any such amendment, modification or termination will be mailed to
you. If the Plan is terminated by SCANA, we will mail certificates to
you for the whole shares along with a check for sale of the partial
share.
ACCEPTANCE
OF TERMS AND CONDITIONS OF THE PLAN BY PARTICIPANTS
The terms and conditions of the Plan
and its operation are governed by the laws of the State of South Carolina. When
you complete and sign the Enrollment Form or the Authorization Form, you are
bound by the provisions of the Plan, any subsequent Plan amendments and all
actions taken by SCANA and the custodian in operating the Plan. This
also applies to heirs, executors, administrators and legal representatives of
Plan participants.
DESCRIPTION
OF SCANA AND SUBSIDIARIES
SCANA is an energy-based holding
company which, through its subsidiaries, engages principally in electric utility
operations in South Carolina, natural gas utility operations in North Carolina,
South Carolina and Georgia, and other energy-related businesses.
SCANA is a South Carolina corporation
with general business powers, and was incorporated on October 10, 1984. SCANA’s
principal executive office is located at 1426 Main Street, Columbia, South
Carolina 29201, telephone (803) 217-9000, and its mailing address is Columbia,
South Carolina 29218.
Regulated
Utilities
We operate our regulated utility
businesses in North Carolina and South Carolina through
wholly-owned
subsidiaries. These regulated businesses continue to be the foundation of
our
operations
and are conducted in an environment supported by growing service territories and
favorable regulatory treatment. We are allowed, subject to state commission
approval during annual fuel and purchased gas cost hearings, full pass-through
to retail customers of our electric fuel and natural gas costs. This approval
has historically been granted. There is also a weather normalization clause in
effect for our natural gas customers in North Carolina and South Carolina. These
measures mitigate our commodity price risk and allow us to focus our efforts on
serving our customers. The following is a discussion of our principal regulated
utility subsidiaries.
South Carolina Electric & Gas
Company. SCE&G is a regulated public utility engaged in
the generation, transmission, distribution and sale of electricity and the
purchase, sale and transportation, primarily at retail, of natural gas in South
Carolina. SCE&G provides all of its electric generation capacity
through its own facilities and through the purchase of all of the electric
generation of Williams Station, which is owned by South Carolina Generating
Company, Inc., a wholly-owned subsidiary of SCANA. SCE&G also
operates and has a two-thirds interest in V. C. Summer Nuclear Station in South
Carolina.
Public Service Company of North
Carolina, Incorporated (‘‘PSNC Energy’’). PSNC Energy is a public utility
engaged primarily in purchasing, selling, transporting and distributing natural
gas to residential, commercial and industrial customers in North Carolina. PSNC
Energy is regulated by the North Carolina Utilities Commission (‘‘NCUC’’). PSNC
Energy’s rates are established using a benchmark cost of gas approved by the
NCUC, which may be modified periodically to reflect changes in the market price
of natural gas and changes in the rates charged by PSNC Energy’s pipeline
transporters. The NCUC reviews PSNC Energy’s gas purchasing practices and prices
each year.
Carolina Gas Transmission
Corporation (‘‘CGTC’’). CGTC operates as an open access,
transportation-only interstate pipeline company and is regulated by the Federal
Energy Regulatory Commission. CGTC transports natural gas in
southeastern Georgia and in South Carolina and has interconnections with
Southern Natural Gas Company at Port Wentworth, Georgia and with Southern LNG,
Inc. at Elba Island, near Savannah, Georgia. CGTC also has interconnections with
Southern Natural in Aiken County, South Carolina, and with Transcontinental Gas
Pipeline Corporation in Cherokee and Spartanburg counties, South Carolina.
CGTC’s customers include SCE&G (which uses natural gas for electricity
generation and for gas distribution to retail customers), SCANA Energy
Marketing, Inc. (which markets natural gas to industrial and sale for resale
customers, primarily in the Southeast), other natural gas utilities,
municipalities and county gas authorities, and industrial
customers.
Principal
Nonregulated Business
SCANA Energy Marketing, Inc.
SCANA Energy Marketing, Inc. markets natural gas primarily in the
southeastern United States, and provides energy-related risk management services
to producers and customers. A division of SCANA Energy Marketing, Inc., SCANA
Energy, markets natural gas in Georgia’s deregulated natural gas market. SCANA
Energy faces significant competition in the Georgia natural gas
market.
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 incorporated by referenced
in ‘‘Where You Can Find More Information.’’
DESCRIPTION
OF THE COMMON STOCK
General
The rights of holders of our common
stock are currently governed by the South Carolina Business Corporation Act, and
our restated articles of incorporation and bylaws, copies of which restated
articles of incorporation and bylaws have been incorporated by reference as
exhibits to the registration statement of which this prospectus is a part. The
following summary describes the material rights of SCANA’s shareholders. The
summaries under this heading are not detailed. Whenever particular provisions of
our restated articles of incorporation or bylaws are referred to, those
statements are qualified by reference to those restated articles of
incorporation or bylaws.
Authorized
Capital Stock: Under the South Carolina Business Corporation Act, a corporation
may not issue a greater number of shares than have been authorized by its
articles of incorporation. Our authorized capital stock consists of 150,000,000
shares of SCANA common stock, no par value, and no shares of preferred stock. At
the close of business on October 31, 2008, approximately 117,500,000 shares of
our common stock were issued and outstanding, and not more than 7.5 million
shares of our common stock were reserved for issuance pursuant to our benefit
plans and the Plan.
Voting:
Holders of our common stock are entitled to one vote, in person or by proxy, for
each share held on the applicable record date with respect to each matter
submitted to a vote at a meeting of stockholders, and may not cumulate their
votes.
Dividends:
Holders of our common stock are entitled to receive dividends as and when
declared by our board of directors out of funds legally available
therefor.
Liquidation
Rights: In the event we liquidate, dissolve or wind up our affairs, the holders
of our common stock would be entitled to share ratably in all of our assets
available for distribution to shareholders of our common stock remaining after
payment in full of liabilities.
Preemptive
Rights: Holders of our common stock do not have preemptive rights to subscribe
for additional shares when we offer for sale additional shares of our common
stock.
Provisions
Relating to Change in Control
Our
restated articles of incorporation and bylaws contain provisions which could
have the effect of delaying, deferring or preventing a change in control of
SCANA. These provisions are summarized below.
Corporate Governance
Provisions
Our
restated articles of incorporation provide that our board of directors is
subdivided into three classes, with each class as nearly equal in number of
directors as possible. Each class of directors serves for three years and one
class is elected each year. SCANA currently has 12 directors (in classes with
terms expiring in 2008, 2009 and 2010). Our restated articles of incorporation
and bylaws provide that:
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•
the authorized number of directors may range from a minimum of nine to a
maximum of 20, as determined from time to time by the
directors;
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•
directors can be removed only (x) for cause or (y) otherwise by the
affirmative vote of the holders of 80 percent of the shares of our stock
who are entitled to vote; and
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•
vacancies and newly created directorships on our board of directors can be
filled by a majority vote of the remaining directors then in office, even
though less than a quorum, and any new director elected to fill a vacancy
will serve until the next shareholders’ meeting at which directors of any
class are elected.
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Anti-Takeover
Provisions
Certain
provisions of our restated articles of incorporation and bylaws of may have the
effect of discouraging unilateral tender offers or other attempts to take over
and acquire our business. These provisions might discourage some potentially
interested purchaser from attempting a unilateral takeover bid for us on terms
which some shareholders might favor.
Our
restated articles of incorporation require that certain corporate actions and
fundamental transactions must be approved by the holders of 80 percent of the
outstanding shares of our capital stock entitled to vote on the matter unless a
majority of the members of our board of directors (other than members related to
the potentially interested purchaser or other person attempting to take over our
business) has approved the action or transaction, in which case the required
shareholder approval will be the minimum approval required by applicable law.
The corporate actions or fundamental transactions that are subject to these
provisions of our restated articles of incorporation are those corporate actions
or transactions that require approval by shareholders under applicable law or
our restated articles of incorporation, including certain amendments of our
restated articles of incorporation or bylaws, certain transactions involving our
merger, consolidation, liquidation, dissolution or winding up, certain sales or
other dispositions of our assets or the assets of any of our subsidiaries,
certain issuances (or reclassifications) of our securities or the securities of
any of our subsidiaries or certain recapitalizations of transactions that have
the effect of increasing the voting power of the potentially interested
purchaser or other person attempting to take over our business.
Prevention of
Greenmail
Our
restated articles of incorporation provide that we cannot purchase any of our
outstanding common stock at a price we know to be more than the market price
from a person who is known to us to be the beneficial owner of more than three
percent of our outstanding common stock and who has purchased or agreed to
purchase any shares of our common stock within the most recent two-year period,
without the approval of the holders of a majority of the outstanding shares of
our common stock other than such person, unless we offer to purchase any and all
of the outstanding shares of common stock.
RISK
FACTORS
Investing in our common stock involves
risks. See ‘‘Risk Factors’’ included in our most recent Annual Report on Form
10-K for the year ended December 31, 2007, within Item 1A, Risk Factors, as
updated and restated in our Quarterly Report on Form 10-Q for the period ended
September 30, 2008,
which is
incorporated by reference into this prospectus. Each of the risks described
could affect the value of your investment in our common stock.
USE
OF PROCEEDS
If shares of common stock are purchased
directly from SCANA, the net proceeds will be used for financing capital
improvements and general corporate purposes.
EXPERTS
The financial statements and related
financial statement schedule, incorporated in this prospectus by reference from
SCANA’s Annual Report on Form 10-K for the year ended December 31, 2007, and the
effectiveness of SCANA’s internal control over financial reporting have been
audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports (which reports (1) express an
unqualified opinion on the financial statements and financial statement schedule
and include an explanatory paragraph regarding the adoption of Financial
Accounting Standards No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans,” effective December 31,
2006, and (2) express an unqualified opinion on the effectiveness of internal
control over financial reporting), which are incorporated herein by
reference. Such financial statements and financial statement schedule have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
LEGAL
MATTERS
Certain legal matters have been
reviewed by Francis P. Mood, Jr., Esq., our Senior Vice President and General
Counsel, and such statements are made upon the authority of such counsel as an
expert. At October 31, 2008, Francis P. Mood, Jr., Esq., owned
beneficially 4,829 shares of our common stock (of which 2,950 represents
restricted stock granted by our board of directors on February 14, 2008, subject
to a three year vesting period), including shares acquired by the trustee under
SCANA's Stock Purchase-Savings Plan by use of contributions made by Mr. Mood and
earnings thereon and including shares purchased by that trustee by use of SCANA
contributions and earnings thereon, and shares held indirectly by Mr.
Mood.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information with the
SEC. Our SEC filings are available to the public over the
Internet at the SEC’s web site at http://www.sec.gov. You
may also read and copy any document we file with the SEC at the public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. You may also read and copy our SEC filings at The
New York Stock Exchange offices at 20 Broad Street, New York, New York
10005.
This prospectus does not repeat
important information that you can find in our registration statement and in the
reports and other documents which we file with the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). 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 some of this information. We
incorporate by reference our Annual Report on Form 10-K for the year ended
December 31, 2007, our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2008, June 30, 2008 and September 30, 2008, our Current Reports on
Form 8-K filed January 3, 2008 (as amended by a filing on April 24, 2008),
February 11, 2008, February 15, 2008, March 7,
2008, April 1, 2008, May 14, 2008, May 30, 2008 (as
amended by a filing on August 28, 2008) and June 10, 2008, the description of
SCANA common stock contained in our Registration Statement under the Exchange
Act on Form 8-B dated November 6, 1984, as amended May 26, 1995, and any future
filings (other than information in such documents that is deemed not to be
filed) made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
this offering.
You may request a copy of our SEC
filings at no cost by writing or telephoning us at the following address or
phone number, as the case may be:
Bryan Hatchell
Investor Relations Manager
SCANA Corporation
Columbia, South
Carolina 29218
(803) 217-7458
You may obtain more information by
visiting SCANA's Internet web site at http://www.scana.com
(which is not intended to be an active hyperlink). The
information on SCANA's Internet web site is not incorporated by reference in
this prospectus, and you should not consider it part of this
prospectus.
IF
THERE ARE INCONSISTENCIES
As you read the above documents, you
may find some inconsistencies in information from one document to
another. If you find inconsistencies between the documents and this
prospectus, you should rely on the statements made in the most recent
document.
PART
II
INFORMATION NOT REQUIRED IN THE
PROSPECTUS
Item
14. Other Expenses of Issuance
and Distribution.
Securities
and Exchange Commission filing fee
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$6,010
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Printing
and delivery expense
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*24,000
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Blue
sky and legal fees and expenses
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*20,000
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Accounting
services
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17,500
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Miscellaneous
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*5,000
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Total
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$72,510
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*Estimated
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Item
15. Indemnification of Directors
and Officers.
The South Carolina Business Corporation
Act of 1988, as amended, provides for indemnification of the Registrant's
directors and officers in a variety of circumstances, which may include
indemnification for liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). Under Sections 33-8-510, 33-8-550 and
33-8-560 of the South Carolina Business Corporation Act of 1988, as amended, 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 and agents that may cover
liabilities under the Securities Act. Finally, as permitted by
Section 33-2-102 of the South Carolina Business Corporation Act of 1988, the
Registrant's Restated Articles of Incorporation provide that no director of the
Registrant shall be liable to the Registrant or its stockholders 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 stockholders, (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 Exhibit Index immediately following the
signature page. Certain of such exhibits which have heretofore been
filed with the Securities and Exchange Commission 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
(a) 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 Securities and Exchange Commission (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), (1)(ii) and (1)(iii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the applicable 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, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of
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.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by such registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x), for the purpose
of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date it is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering
thereof. Provided,
however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer to sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by such undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or their securities
provided by or on behalf of such undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) 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 reports 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.
(c) 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 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 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State of South
Carolina, on November 26, 2008.
SCANA
CORPORATION
(Registrant)
By: /s/W. B.
Timmerman
W.
B. Timmerman
(Chairman
of the Board, Chief ExecutiveOfficer and Director)
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
(i) Principal
executive officer:
By:
/s/W. B. Timmerman
Name
& Title: W. B. Timmerman,
Chairman of the Board, Chief Executive
Officer and Director
Date: November
26, 2008
(ii) Principal
financial officer:
By:
/s/J. E. Addison
Name
& Title:
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J.
E. Addison, Senior Vice President and Chief Financial
Officer
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Date: November
26, 2008
(iii) Principal
accounting officer:
By:
/s/J. E. Swan, IV
Name
& Title:
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J.
E. Swan, IV, Controller
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Date: November
26, 2008
(iv) Other
Directors:
*B. L.
Amick; J. A. Bennett; S. A. Decker; D. M. Hagood; W. H. Hipp; J. M. Micali; L.
M. Miller;
J. W.
Roquemore; M. K. Sloan; H. C. Stowe and G. S. York
*Signed
on behalf of each of these persons:
/s/Francis
P. Mood , Jr.
Francis
P. Mood, Jr.
(Attorney-in-Fact)
Date: November
26, 2008
Directors
who did not sign:
None
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
|
1.01
|
Underwriting
Agreement - Not Applicable
|
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,
Incorporation, the Registrant, New Sub I, Inc. and New Sub II, Inc. (Filed
as Exhibit 2.1 to Registrant’s Form S-4 on May 11,
1999)
|
4.01
|
Restated
Articles of Incorporation of the Registrant as amended and adopted April
26, 1989 (Filed as Exhibit 3-A to Registration Statement No.
33-49145)
|
4.02
|
Articles
of Amendment adopted on April 27, 1995 (filed as Exhibit 4-B to
Registration Statement No. 33-62421)
|
4.03
|
Articles
of Merger or Share Exchange dated February 10, 2000 (Filed
herewith)
|
4.04
|
Bylaws
of the Registrant as revised and amended on December 13, 2000 (Filed as
Exhibit 3.01 to Registration Statement No. 333-68266)
|
4.05
|
SCANA
Investor Plus Plan, effective as of May 1, 2004 (Filed
herewith)
|
5.01
|
Opinion
of Francis P. Mood, Jr., Esq. (Filed herewith)
|
8.01
|
Opinion
re Tax Matters - Not Applicable
|
12.01
|
Statement
re Computation of Ratios - Not Applicable
|
15.01
|
Letter
re Unaudited Interim Information - Not Applicable
|
23.01
|
Consent
of Deloitte & Touche LLP (Filed herewith)
|
23.02
|
Consent
of Francis P. Mood, Jr. (Included in Exhibit 5.01)
|
24.01
|
Power
of Attorney (Filed herewith)
|
25.01
|
Statement
of Eligibility of Trustee - Not Applicable
|
26.01
|
Invitation
for Competitive Bids - Not Applicable
|
99.01
|
Additional
Exhibits
|
|
(a)
Authorization Form (Filed herewith)
|
|
(b)
Enrollment Form (Filed herewith)
|
|
(c)
Letter to Participants (Filed herewith)
|
|
(d)
Transmittal Letter (Filed herewith)
|