Registration Statement No. 333-113749
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA CORPORATION
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(Exact name of registrant as specified in its charter)
South Carolina
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(State or other jurisdiction of incorporation or organization)
57-0784499
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(I.R.S. Employer Identification No.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201 (803) 217-9000
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
H. T. Arthur
Senior Vice President, General Counsel and Assistant Secretary
SCANA CORPORATION
1426 Main Street
Columbia, SC 29201
(803) 217-8547
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Elizabeth B. Anders
McNair Law Firm, P.A.
1301 Gervais Street
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 delivery of this prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount of maximum maximum
class of shares offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price* fee
Common Stock 5,000,000 $35.36 $176,800,000 $22,401
* 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 March 15,
2004.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429, the Prospectus includes 529,459 shares of Common
Stock previously registered in Registration Statement No. 333-86803, for
which a filing fee of $3,657 was remitted to the Commission at the time of
its registration.
5,529,459 SHARES
SCANA CORPORATION
COLUMBIA, SC 29218
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
April __, 2004
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 stock on the previous
business day.
Neither the Securities and Exchange Commission nor any state securities
regulator 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.
SCANA CORPORATION
SCANA INVESTOR PLUS PLAN PROSPECTUS
TABLE OF CONTENTS
Page 3 Plan Features -
Frequently Asked Questions
Page 4 Miscellaneous Plan Fees
Who Runs the Plan
Page 5 SCANA Telephone Numbers, Mailing Address, etc.
Who Pays the Plan's Costs
How to Enroll in the Plan
Page 6 Cash Payments
Page 7 Dates When Shares are Purchased
Two-Week Holding Period
Summary of Important Dates
Price of Purchased Shares
Plan Statements
Page 8 How to Deposit Shares into the Plan
How to Obtain Share Certificates
Page 9 Sale of Shares
Transfer of Shares
Page 10 Changing Your Enrollment Status or Terminating Participation
Death of a Plan Participant
Tax Consequences of Plan Participation
Stock Splits, Stock Dividends and Rights Offerings
Voting Rights
Page 11 Liability Limitation
Changes to the Plan
Acceptance of Terms and Conditions of the Plan by Participants
Description of SCANA
Use of Proceeds
Experts
Legal Matters
Page 12 Available Information
Documents Incorporated by Reference
If There Are Inconsistencies
Our prospectus is an offer to sell our securities only in jurisdictions where
the offering is lawful. If you reside in a jurisdiction where it is not lawful
to make the offering, you will not be able to participate in 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 Corporation common stock.
Below are some frequently asked questions and answers about the Plan:
(1) Who is eligible to participate in the SCANA Investor Plus Plan? Any United
States resident may purchase shares through the SCANA Investor Plus 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 payments? Our minimum is $25 per
payment and our maximum is $100,000 in a calendar year. Beginning on May
1, 2004, 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, the price of your shares will be the weighted average
price of all shares purchased for that investment day. This will include
brokerage commissions, taxes and service charges. For shares purchased
directly from SCANA, we average the high and low sale prices of the common
stock listed on the New York Stock Exchange on the business day before the
purchase. For shares purchased on the open market, a commission is
charged. The current commission charge is $.06 per share. There is no
commission charge if shares are purchased directly from SCANA.
(5) Does the Plan currently purchase shares directly from SCANA? No, currently
purchases are made on the open market. However, the Plan may in the future
switch to direct 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. 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 fee is currently $.18 per share.
(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. Beginning on May 1, 2004, there will be a minimum fee
of $15 for a duplicate statement. This fee will cover 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, beginning on May 1, 2004, we
will not be able to 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.
Beginning on May 1, 2004, there will be a charge to replace a lost or
stolen stock certificate. The charge will be $10, or two percent of the
current market value, whichever is greater. Also beginning on May 1, 2004,
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 SCANA and SCE&G 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. The following fees will go into effect on
May 1, 2004:
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.
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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 payments and all correspondence should be mailed to:
Shareholder Services 054
SCANA Corporation
Columbia, SC 29218-0002
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.
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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 stockholder of SCANA or SCE&G 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 up to $100,000 per calendar year (the
minimum payment 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 for family members or others and have gift certificates
sent to recipients.
If you are not currently a stockholder of SCANA or SCE&G, 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 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 SCANA Investor Plus 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 PAYMENTS
Minimum Payment $25 per investment date
Maximum Payment $100,000 per calendar year
You may purchase additional shares of common stock with cash payments.
Once you are enrolled in the Plan, you may send payments to SCANA of at least
$25 per payment and not more than $100,000 in a calendar year. All checks are
subject to collection by SCANA and must be in United States dollars. Beginning
on May 1, 2004, 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 payment 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 payment of $25 also applies to your bank
draft.
You will not be paid interest on your cash payments that are received
prior to the purchase of shares; therefore, you should send your payments to be
received as close to the payment due date as possible. The payment due date is
two full business days prior to the investment date.
If your check or other payment 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 payment 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 payment 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
Beginning on May 1, 2004, 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 Usually twice a month, on the 1st and 15th
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Payment 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 will be the weighted
average of the prices, including a brokerage commission and applicable taxes and
service charges, for all shares purchased for the Plan for each investment date.
The price of shares purchased directly from SCANA will be the average
of the high and low prices of our common stock on the business 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 payments.
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 payments;
(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.
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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. Beginning on May 1, 2004,
there will be a minimum fee of $15 for a duplicate statement.
This fee will cover the first hour of research. If more time is
required there will be a charge of $10 for each additional
hour.
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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 top portion of any statement and use it to send
instructions to us. We include return envelopes along with statements; but if
you don't have one, our address is in the bottom right corner of the statement.
Be sure to sign any instructions sent to us.
We will mail to you a l099-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 beginning on
May 1, 2004 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 top 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, beginning on May 1, 2004, 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.)
Beginning on May 1, 2004, 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 beginning on May 1, 2004, 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
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 top 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, beginning on May 1, 2004, 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 notification of death, we will send complete, easy-to-understand
instructions to the legal representative of your estate, or the joint owner of
your shares, outlining requirements to 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 your
certificated 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 significant amendment or modification
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
SCANA is an energy-based holding company principally engaged, through
subsidiaries, in electric and natural gas utility operations, telecommunications
and other energy-related business.
The principal offices of SCANA are located at 1426 Main Street,
Columbia, SC 29201. SCANA's telephone number is 803-217-9000 and its mailing
address is Columbia, SC 29218-0002.
USE OF PROCEEDS
If shares of common stock are purchased directly from SCANA, the net
proceeds will be used for general corporate purposes.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 2003 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph referring
to the Company's adoption of Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets", effective January 1, 2002), which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
LEGAL MATTERS
Certain legal matters have been reviewed by H. Thomas Arthur, Esq., our
Senior Vice President and General Counsel, and such statements are made upon the
authority of such counsel as an expert. At March 15, 2004, Mr. Arthur owned
beneficially 17,454 shares and options to purchase 70,930 shares of SCANA common
stock, including shares acquired by the trustee under the SCANA Stock Purchase
Savings Plan by use of contributions made by Mr. Arthur and SCANA and earnings
thereon.
AVAILABLE INFORMATION
We file annual and quarterly reports and other information with the
United States Securities and Exchange Commission (SEC). You may read and copy
this information at the SEC's public reference room at 450 Fifth Street NW,
Washington, DC 20549. You may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The address
of the site is http://www.SEC.gov.
Since our common stock trades on the New York Stock Exchange, you may
also read our filings at the Stock Exchange offices at 20 Broad Street, New
York, NY 10005.
Also, we will send you (free of charge) any of the documents
incorporated by reference below. Call or write:
H. John Winn, III
Director-Investor Relations and Shareholder Services
SCANA Corporation
Columbia, SC 29218
(803) 217-9240
DOCUMENTS INCORPORATED BY REFERENCE
This prospectus does not repeat important information that you can find
in our registration statement, reports and other documents that we file with the
SEC under the Securities Exchange Act of 1934. The SEC allows us to "incorporate
by reference," which means that we can disclose important information to you by
referring you to other documents which are legally considered to be a part of
this prospectus. These documents are as follows:
(1) SCANA's Annual Report on Form 10-K for the year ended December 31,
2003.
(2) The description of our common stock which is contained in the
Company's Registration Form 8-B dated November 7, 1984, as amended
May 26, 1995.
(3) All documents filed by SCANA 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.
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.
You should rely only on the information incorporated by reference or
provided in this Prospectus or in any prospectus supplement. SCANA has not
authorized anyone to provide you with different information. SCANA is not making
an offer to sell stock in any state or country where the offer is not permitted.
You should not assume that the information in this Prospectus or any prospectus
supplement is accurate as of any date other than the date of the document.
5,529,459 SHARES
SCANA CORPORATION
COMMON STOCK
SCANA INVESTOR PLUS PLAN
PROSPECTUS
April __, 2004
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
------- --------------------------------------------
Securities and Exchange Commission filing fee $22,401
Printing and engraving fees 9,000*
Mail costs 9,000*
Legal fees and expenses 10,000*
Blue Sky fees and expenses 2,000*
Accounting services 6,000*
Miscellaneous 1,000*
-----
Total $59,401
=======
*Estimated
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 Company shall be liable to the Company 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
The undersigned registrant hereby undertakes:
That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 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.
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
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.
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of South Carolina, on April 1,
2004.
SCANA CORPORATION
(Registrant)
By: s/W. B. Timmerman
W. B. Timmerman
(Chairman of the Board, Chief Executive
Officer and Director)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment 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: April 1, 2004
(ii) Principal financial and accounting officer:
By: s/K. B. Marsh
Name & Title: K. B. Marsh, Senior Vice President - Finance and Chief
Financial Officer
Date: April 1, 2004
By: s/J. E. Swan, IV
Name & Title: J. E. Swan, IV, Controller
Date: April 1, 2004
(iii) Other Directors:
*B. L. Amick; J. A. Bennett; W. B. Bookhart, Jr.; E. T. Freeman; D. M. Hagood;
W. H. Hipp; L. M. Miller; M. K. Sloan; H. C. Stowe and G. S. York
*Signed on behalf of each of these persons:
s/K. B. Marsh K. B. Marsh
(Attorney-in-Fact)
Directors who did not sign:
W. C. Burkhardt
EXHIBIT INDEX
Exhibit Description
No.
-------------------------------------------------------------------------------
1.01 Underwriting Agreement - Not Applicable
2.01 Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession - Not Applicable
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, 2002 (Filed as
Exhibit 4.03 to Registration Statement No. 333-97563)
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 The Plan (Filed as Exhibit 4-B to Post-Effective Amendment No. 2 dated
June 6, 1995 to Registration Statement No. 33-50571)
4.06 Amended and Restated SCANA Investor Plus Plan to be effective as of
May 1, 2004 (Filed herewith)
5.01 Opinion of H.T. Arthur, Esq. (Previously Filed)
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 H. T. Arthur (Included in Exhibit 5.01)
24.01 Power of Attorney (Previously Filed)
25.01 Statement of Eligibility of Trustee - Not Applicable
26.01 Invitation for Competitive Bids - Not Applicable
99.01 Additional Exhibits
(a) Authorization Form as amended September 19, 2002 (Previously Filed)
(b) Enrollment Form as amended February 2003 (Previously Filed)
(c) Letter to Participants (Previously Filed)