UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D. C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
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FORM
S-3
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REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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SCANA
CORPORATION
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(Exact
name of registrant as specified in its charter)
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South
Carolina
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57-0784499
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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SOUTH
CAROLINA ELECTRIC & GAS COMPANY
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(Exact
name of registrant as specified in its charter)
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South
Carolina
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57-0248695
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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1426
Main Street
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Columbia,
South Carolina 29201
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(803)
217-9000
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(Address,
including zip code, and telephone number, including
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area
code, of registrants’ principal executive offices)
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Francis
P. Mood, Jr., Esq.
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Senior
Vice President and General Counsel
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1426
Main Street
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Columbia,
South Carolina 29201
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(803)
217-8634
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(Name,
address, including zip code, and
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telephone
number, including area code, of agent for service)
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John
W. Currie, Esq.
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James
J. Wheaton, Esq.
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McNair
Law Firm, P.A.
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Troutman
Sanders LLP
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1301
Gervais Street - 17th Floor
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222
Central Park Avenue, Suite 2000
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Columbia,
SC 29201
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Virginia
Beach, VA 23462
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(803)
799-9800
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(757)
687-7500
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Title
of each class of securities to be registered
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Amount
to be registered (1)(2)
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Proposed
maximum offering price per unit (1)
(2)
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Proposed
maximum aggregate offering price (1) (2)
(3)
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Amount
of registration fee (4)
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SCANA
Corporation
Medium
Term Notes
Common
Stock
South
Carolina Electric & Gas Company
First
Mortgage Bonds
Preferred
Stock
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(1) Not
applicable pursuant to Form S-3 General Instruction
II.E.
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(2) An
indeterminate aggregate initial offering price or number of the securities
of each identified class is being registered as may from time to time be
offered at indeterminate prices.
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(3) Exclusive
of accrued interest, distributions and dividends, if
any.
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(4)
In accordance with Rule 456(b) and 457(r) under the
Securities Act, the registrants are deferring payment of all of the
registration fee, except for $77,053 (at the time of filing of this
registration statement on August 7, 2007), consisting of (a) $58,850 that
has already been paid with respect to $500,000,000 aggregate initial
offering price of medium term notes and common stock that were previously
registered pursuant to SCANA Corporation’s Registration Statement No.
333-127370 filed on August 10, 2005, and were not sold thereunder and (b)
$18,203 that has already been paid with respect to $225,000,000 aggregate
initial offering price of first mortgage bonds that were previously
registered pursuant to South Carolina Electric & Gas Company’s
Registration Statement No. 333-108760 filed on September 12, 2003, and
were not sold thereunder.
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(REGISTRANT)
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SCANA
Corporation
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(Name
& Title):
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By: /s/W.
B. Timmerman
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W.
B. Timmerman, Chairman of the Board, Chief Executive Officer,
President and Director
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By:
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/s/W.
B. Timmerman
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(Name
& Title):
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W.
B. Timmerman, Chairman of the Board, Chief Executive Officer,
President
and Director
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Date:
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March
6, 2009
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By:
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/s/J.
A. Addison
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(Name
& Title):
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J.
A. Addison, Senior Vice President-Finance and Chief Financial
Officer
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Date:
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March
6, 2009
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(iii)
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Principal
accounting officer:
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By:
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/s/J.
E. Swan, IV
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(Name
& Title):
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J.
E. Swan, IV, Controller
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Date:
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March
6, 2009
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Date:
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March
6, 2009
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(REGISTRANT)
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South
Carolina Electric & Gas Company
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(Name
& Title):
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By: /s/K.
B. Marsh
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K.
B. Marsh, President and Chief Operating
Officer
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By:
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/s/W.
B. Timmerman
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(Name
& Title):
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W.
B. Timmerman, Chairman of the Board, Chief Executive Officer and
Director
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Date:
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March
6, 2009
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By:
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/s/J.
A. Addison
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(Name
& Title):
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J.
A. Addison, Senior Vice President-Finance and Chief Financial
Officer
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Date:
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March
6, 2009
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By:
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/s/J.
E. Swan, IV
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(Name
& Title):
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J.
E. Swan, IV, Controller
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Date:
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March
6, 2009
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Date:
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March
6, 2009
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Exhibit
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Applicable
to
Form S-3 of
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No.
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SCANA
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SCE&G
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Description
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1.01
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X
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Form
of Selling Agency Agreement relating to Medium Term Notes (To be filed as
an exhibit to a subsequent Current Report on Form 8-K and incorporated
herein by reference)
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1.02
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X
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Form
of Underwriting Agreement relating to Common Stock (To be filed as an
exhibit to a subsequent Current Report on Form 8-K and incorporated herein
by reference)
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1.03
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X
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Form
of Underwriting Agreement relating to First Mortgage Bonds (To be filed as
an exhibit to a subsequent Current Report on Form 8-K and incorporated
herein by reference)
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1.04
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X
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Form
of Underwriting Agreement relating to Preferred Stock (To be filed as an
exhibit to a subsequent Current Report on Form 8-K and incorporated herein
by reference)
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2.01
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X
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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, SCANA Corporation (“SCANA”), New Sub I, Inc. and New Sub II,
Inc. (Filed as Exhibit 2.1 to SCANA Form S-4 on May 11, 1999)
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3.01
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X
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Restated
Articles of Incorporation of SCANA, as adopted on April 26, 1989 (Filed as
Exhibit 3-A to Registration Statement No. 33-49145)
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3.02
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X
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Articles
of Amendment adopted on April 27, 1995 (Filed as Exhibit 4-B to
Registration Statement No. 33-62421)
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3.03
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X
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Restated
Articles of Incorporation of South Carolina Electric & Gas Company
(“SCE&G”), as adopted on May 3, 2001 (Filed as Exhibit 3.01
to Registration Statement No. 333-65460)
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3.04
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X
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Articles
of Amendment effective as of the dates indicated below and filed as
exhibits to the Registration Statements set forth below and are
incorporated by reference herein
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May 22,
2001
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Exhibit 3.02
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to
Registration No. 333-65460
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June 14,
2001
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Exhibit 3.04
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to
Registration No. 333-65460
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August 30,
2001
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Exhibit 3.05
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to
Registration No. 333-101449
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March 13,
2002
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Exhibit 3.06
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to
Registration No. 333-101449
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May 9,
2002
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Exhibit 3.07
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to
Registration No. 333-101449
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June 4,
2002
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Exhibit 3.08
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to
Registration No. 333-101449
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August 12,
2002
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Exhibit 3.09
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to
Registration No. 333-101449
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March 13,
2003
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Exhibit 3.03
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to
Registration No. 333-108760
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May 22,
2003
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Exhibit 3.04
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to
Registration No. 333-108760
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June 18,
2003
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Exhibit 3.05
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to
Registration No. 333-108760
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August 7,
2003
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Exhibit 3.06
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to
Registration No. 333-108760
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February
26, 2004
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Exhibit
3.05
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to
Registration No. 333-145208-01
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May 18,
2004
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Exhibit 3.06
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to
Registration No. 333-145208-01
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June 18,
2004
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Exhibit 3.07
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to
Registration No. 333-145208-01
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August 12,
2004
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Exhibit 3.08
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to
Registration No. 333-145208-01
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March
9, 2005
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Exhibit
3.09
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to
Registration No. 333-145208-01
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May
16, 2005
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Exhibit
3.10
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to
Registration No. 333-145208-01
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June
15, 2005
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Exhibit
3.11
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to
Registration No. 333-145208-01
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August
16, 2005
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Exhibit
3.12
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to
Registration No. 333-145208-01
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March
14, 2006
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Exhibit
3.13
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to
Registration No. 333-145208-01
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June 28, 2006 | Exhibit 3.15 | to Registration No. 333-145208-01 | ||||||
August 16, 2006 |
Exhibit
3.16
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to
Registration No. 333-145208-01
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March
13, 2007
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Exhibit
3.17
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to Registration No. 333-145208-01 | ||||||
May
22, 2007
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Exhibit
3.18
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to
Registration No. 333-145208-01
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June
22, 2007
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Exhibit
3.19
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to Registration No. 333-145208-01 |
3.05
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X
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Articles
of Amendment dated August 21, 2007 (Filed herewith)
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3.06
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X
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Articles
of Amendment dated May 15, 2008 (Filed herewith)
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3.07
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X
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Articles
of Amendment dated July 9, 2008 (Filed herewith)
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3.08
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X
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Articles
of Amendment dated August 28, 2008 (Filed herewith)
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3.09
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X
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Articles
of Correction filed on June 1, 2001 correcting May 22, 2001
Articles of Amendment (Filed as Exhibit 3.03 to Registration
Statement No. 333-65460 and incorporated by reference
herein)
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3.10
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X
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Articles
of Correction filed on February 17, 2004 correcting Articles of
Amendment for the dates indicated below and filed as exhibits to
Registration Statement No. 333-145208-01 set forth below and are
incorporated by reference herein
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May 7,
2001
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Exhibit 3.21(a)
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May 22,
2001
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Exhibit 3.21(b)
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June 14,
2001
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Exhibit 3.21(c)
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August 30,
2001
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Exhibit 3.21(d)
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March 13,
2002
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Exhibit 3.21(e)
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May 9,
2002
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Exhibit 3.21(f)
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June 4,
2002
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Exhibit 3.21(g)
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August 12,
2002
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Exhibit 3.21(h)
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March 13,
2003
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Exhibit 3.21(i)
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May 22,
2003
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Exhibit 3.21(j)
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June 18,
2003
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Exhibit 3.21(k)
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August 7, 2003 | Exhibit 3.21(l) | |||||||
3.11
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X
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Articles
of Correction dated March 17, 2006, correcting March 14, 2006 Articles of
Amendment (Filed as Exhibit 3.22 to Registration Statement No.
333-145208-01 and incorporated by reference herein)
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3.12
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X
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Articles
of Correction dated September 6, 2006, correcting August 16, 2006 Articles
of Amendment (Filed as Exhibit 3.23 to Registration Statement No.
333-145208-01 and incorporated by reference herein)
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3.13
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X
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Articles
of Correction dated May 20, 2008, correcting May 15, 2008 Articles of
Amendment (Filed herewith)
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3.14
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X
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Bylaws
of SCANA as revised and amended on February 19, 2009 (Filed
herewith)
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3.15
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X
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By-Laws
of SCE&G as revised and amended on February 22, 2001 (Filed as
Exhibit 3.05 to Registration Statement
No. 333-65460)
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4.01
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X
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Indenture
dated as of November 1, 1989 between SCANA Corporation and The Bank
of New York, as Trustee (Filed as Exhibit 4-A to Registration
No. 33-32107 and incorporated by reference herein)
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4.02
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X
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Indenture
dated as of April 1, 1993 from South Carolina Electric & Gas
Company to NationsBank of Georgia, National Association (Filed as
Exhibit 4-F to Registration Statement No. 33-49421 and
incorporated by reference herein)
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4.03
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X
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First
Supplemental Indenture to Indenture referred to in Exhibit 4.03 dated
as of June 1, 1993 (Filed as Exhibit 4-G to Registration
Statement No. 33-49421 and incorporated by reference
herein)
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4.04
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X
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Second
Supplemental Indenture to Indenture referred to in Exhibit 4.03 dated
as of June 15, 1993 (Filed as Exhibit 4-G to Registration
Statement No. 33-57955 and incorporated by reference
herein)
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4.05
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X
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Form
of Medium Term Notes (Previously filed with the registration statement on
Form S-3 to which this is Amendment No. 1)
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5.01
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X
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Opinion
of Francis P. Mood, Jr., Esq. Re legality of Medium Term Notes and Common
Stock (Filed herewith)
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5.02
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X
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Opinion
of Francis P. Mood, Jr., Esq. Re legality of First Mortgage Bonds and
Preferred Stock (Filed herewith)
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8.01
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Opinion
Re Tax Matters (Not applicable)
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12.01
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X
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X
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Statements
Re Computation of Ratios (Previously filed with the registration statement
on Form S-3 to which this is Amendment No. 1)
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15.01
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Letter
Re Unaudited Interim Financial Information (Not applicable)
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23.01
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X
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Consent
of Deloitte & Touche LLP (Filed herewith)
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23.02
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X
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Consent
of Deloitte & Touche LLP (Filed herewith)
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23.03
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X
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Consent
of Francis P. Mood, Jr., Esq. (Filed herewith as part of opinion filed as
Exhibit 5.01)
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23.04
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X
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Consent
of Francis P. Mood, Jr., Esq. (Filed herewith as part of opinion filed as
Exhibit 5.02)
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24.01
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X
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Power
of Attorney (Filed herewith)
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24.02
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X
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Power
of Attorney (Filed herewith)
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25.01
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X
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Statement
of eligibility of The Bank of New York Trust Company, N.A., as Trustee
(Form T-1) (Filed as Exhibit 25.01 to Registration Statement No.
333-145208 and incorporated by reference herein)
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25.02
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X
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Statement
of eligibility of The Bank of New York Trust Company, N.A., as Trustee
(Form T-1) (Filed as Exhibit 25.02 to Registration Statement No.
333-145208-01 and incorporated by reference herein)
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26.01
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Invitations
for Competitive Bids (Not
applicable)
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