PROSPECTUS
$1,000,000,000
SCANA Corporation
Medium Term Notes
Due from Nine Months to
Thirty Years from Date of Issue
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
(803) 217-9000
The terms for each Note that are not specified in this prospectus will be
included in a pricing supplement to this prospectus. We will receive between
$998,750,000 and $992,500,000 of the proceeds from the sale of the Notes, after
paying the agents' commissions of between $1,250,000 and $7,500,000. We may
sell the Notes at one or more times. Some or all of the following terms will
apply to the Notes:
Mature nine months or more from date of issue
Be priced at 100% of face value, unless otherwise specified
Fixed or floating interest rate. The floating interest rate formula
may be based on:
Commercial paper rate
LIBOR rate
Treasury rate
Any other base rate specified in a pricing supplement
Interest on fixed rate Notes paid on April 1 and October 1
Interest on floating rate Notes paid monthly, quarterly, semi-
annually, annually or as otherwise specified in a pricing supplement
Issued in book-entry form except under circumstances described in this
prospectus
Subject to redemption and repurchase at option of the holder or at our
option
Minimum denominations of $1,000, increased in multiples of $1,000
We urge you to carefully read this prospectus and the applicable pricing
supplement, which will describe the specific terms of the offering, before you
make your investment decision.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus or any pricing supplement. Any
representation to the contrary is a criminal offense.
UBS Warburg LLC
Credit Suisse First Boston
Banc of America Securities LLC
The date of this prospectus is November 28, 2000.
Table of Contents
Page
About this Prospectus.......................................
Where You Can Find More Information.........................
SCANA Corporation...........................................
Summary Consolidated Financial and Operating Information....
Ratio of Earnings to Fixed Charges..........................
Use of Proceeds.............................................
Description of the Notes....................................
Book-Entry System...........................................
Plan of Distribution........................................
Experts.....................................................
Validity of the Notes.......................................
Glossary....................................................
About This Prospectus
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration
process. Under this shelf registration process, we may sell any or all of the
Notes described in this prospectus in one or more offerings up to a total
dollar amount of $1,000,000,000. This prospectus provides you with a general
description of the Notes. Each time we sell Notes, we will provide a pricing
supplement that will contain specific information about the terms of that
offering. The pricing supplement and the prospectus may also add, update or
change information contained in this initial prospectus. You should read both
this prospectus and the relevant pricing supplement, together with the
additional information described under the heading "WHERE YOU CAN FIND MORE
INFORMATION."
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's website at http://www.sec.gov. You may also read and copy
any document we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for further information on the operation of the public reference room.
Because we have common stock which is listed on the New York Stock Exchange, you
may also read our SEC filings at the Stock Exchange offices at 20 Broad Street,
New York, New York 10005. The information on our website is not a part of this
prospectus.
This prospectus does not repeat important information that you can find
elsewhere in the registration statement and in the reports and other documents
which we file with the SEC under the Securities Exchange Act of 1934. 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 that information. We incorporate by
reference our Annual Report on Form 10-K, as amended, for the year ended
December 31, 1999, our Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2000, our Current Reports on Form 8-K dated February 10
and August 26, 2000, and all future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act until we sell all of the Notes.
In addition, we are also incorporating by reference any additional documents
that we file with the SEC pursuant to these sections of the Exchange Act after
the date of the filing of the registration statement containing this prospectus
and prior to the effectiveness of the registration statement.
We are not required to, and do not, provide annual reports to holders of
our debt securities unless specifically requested by a holder.
You may request a copy of our SEC filings at no cost by writing or
telephoning us at the following address:
H. John Winn, III
Manager - Investor Relations and Shareholder Services
SCANA Corporation
Columbia, South Carolina 29218
(803) 217-9240
You may obtain more information by contacting our Internet website, at
http://www.scana.com (which is not intended to be an active hyperlink). This
information on our Internet website is not incorporated by reference in this
prospectus, and you should not consider it a part of this prospectus.
You should rely only on the information we incorporate by reference or
provide in this prospectus or any pricing supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any pricing
supplement is accurate as of any date other than the date on the front of those
documents.
SCANA Corporation
We are an energy-based holding company which, through our subsidiaries,
engages principally in electric and natural gas utility operations and other
energy-related businesses. We are a South Carolina corporation with general
business powers, and we were incorporated on October 10, 1984. We are a public
utility holding company within the meaning of the Public Utility Holding
Company Act of 1935, as amended. As a result of our acquisition, through
merger, of Public Service Company of North Carolina, Incorporated ("PSNC") on
February 10, 2000, we became registered as a holding company within the meaning
of this Act.
Our principal executive offices are located at 1426 Main Street,
Columbia, South Carolina 29201, telephone (803) 217-9000, and our mailing
address is Columbia, South Carolina 29218.
Regulated Businesses
Our regulated South Carolina subsidiaries, including South Carolina
Electric & Gas Company ("SCE&G"), South Carolina Generating Company, Inc.
("GENCO")and South Carolina Pipeline Corporation ("Pipeline Corporation") and
PSNC (1) generate, transmit, distribute and sell electricity, (2) purchase,
transmit, distribute and sell at wholesale and retail natural gas and (3)
provide urban bus service, in various areas of South Carolina. PSNC, our
regulated North Carolina subsidiary, transports, distributes and sells natural
gas to approximately 352,000 residential, commercial and industrial customers
in North Carolina. Our regulated subsidiaries own most of our consolidated
assets and, in 1999, contributed most of our consolidated net income.
Nonregulated Businesses
Our non-regulated subsidiaries (1) market natural gas and light
hydrocarbons, (2) provide fiber optic, video and radio communications, (3)
invest in telecommunications companies, (4) provide energy and security-related
products and services to residential customers, and (5) manage and maintain
power plants.
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
described in "WHERE YOU CAN FIND MORE INFORMATION."
Summary Consolidated Financial and Operating Information
(Millions of Dollars Except Per Share Amounts)
(Unaudited)
Nine Months Ended Twelve Months Ended
September 30, December 31,
2000 1999 2000 1999 1998
Statement of Income Data
Operating Revenues:
Electric................$1,011 $953 $1,226 $1,220 $1,103
Gas-regulated........... 635 299 422 411 419
Gas-Nonregulated.......... 654 287 430 475 204
Total Operating Revenues.2,300 1,539 2,078 2,106 1,726
Operating Expenses.......1,883 1,247 1,725 1,636 1,301
Operating Income......... 417 292 353 470 425
Other Income............. 29 29 90 19 41
Cumulative Effect of
Accounting Change..........$29 - - - -
Net Income................$161 $128 $179 $223 $221
Earnings per Weighted
Average Common Share.....$1.83 $1.23 $1.73 $2.12 $2.06
Dividends Declared Per
Common Share............ $0.86 $1.05 $1.32 $1.54 $1.51
Weighted Average Common
Shares Outstanding
(Millions)...... 104.5 $103.6 103.6 105.3 107.1
Electric Territorial
Sales (Gigawatt Hours). 16,230 15,312 20,018 19,731 17,968
Ratio of Earnings to Fixed Charges
Our historical ratios of earnings to fixed charges are as follows:
Twelve Months Ended Year Ended December 31,
June 30, 2000 1999 1998 1997 1996 1995
3.22 2.98 3.67 3.64 3.60 3.00
For purposes of this ratio, earnings represent consolidated income from
continuing operations before income taxes and fixed charges. Fixed charges
include interest, whether expensed or capitalized, and the amortization of debt
expense.
Use of Proceeds
Unless we state otherwise in a pricing supplement, the net proceeds from
the sale of the Notes will be used to refinance indebtedness incurred in
connection with the acquisition, through merger, of PSNC, and for other general
corporate purposes. Pending application of the net proceeds for specific
purposes, we may invest the proceeds in short-term or marketable securities.
Description of the Notes
General
We will issue the Notes under an Indenture dated as of November 1, 1989
between us and The Bank of New York, as Trustee. A copy of the Indenture has
been incorporated by reference as an exhibit to the registration statement of
which this prospectus is a part. This prospectus briefly outlines some of the
provisions of the Indenture. If you would like more information on those
provisions, please review the Indenture that we filed with the SEC. See "WHERE
YOU CAN FIND MORE INFORMATION" on how to obtain a copy of the Indenture. You
may also review the Indenture at the Trustee's offices at 101 Barclay Street,
New York, New York.
Capitalized terms used under this heading which are not otherwise defined
in this prospectus have the meanings given those terms in the Indenture. The
summaries under this heading are not detailed. Whenever particular provisions of
the Indenture or terms defined in the Indenture are referred to, those
statements are qualified by reference to the Indenture. References to article
and section numbers under this heading, unless otherwise indicated, are
references to article and section numbers of the Indenture.
The Notes and all other debt securities issued under the Indenture will
be unsecured and will in all respects be equally and ratably entitled to the
benefits of the Indenture, without preference, priority or distinction, and
will rank pari passu with all other unsecured and unsubordinated indebtedness
of the Company. The Indenture does not limit the amount of debt securities that
can be issued thereunder.
Each pricing supplement which accompanies this prospectus will set forth
the following information to describe the Notes related to that pricing
supplement, unless the information is the same as the information included
under the captions "Payment of Notes" and "Redemptions" in this prospectus:
any limit upon the aggregate principal amount of the Notes;
the date or dates on which the principal of the Notes will be payable;
the rate or rates at which the Notes will bear interest, if any (or
the method of calculating the rate); the date or dates from which the
interest will accrue; the date or dates on which the interest will be
payable ("Interest Payment Dates"); and the record dates for the
interest payable on the Interest Payment Dates;
any option on our part to redeem the Notes and redemption terms and
conditions;
any obligation on our part to redeem or purchase the Notes pursuant to
any sinking fund or analogous provisions or at the option of the
holder and the relevant terms and conditions for that redemption or
purchase;
the denominations of the Notes;
whether the Notes are subject to a book-entry system of transfers and
payments; and
any other particular terms of the Notes and of their offering.
(Section 301)
Payment of Notes
Unless otherwise provided in a pricing supplement, we will pay any
interest due on each Note to the person in whose name that Note is registered
as of the close of business on the record date relating to each Interest
Payment Date. However, we will pay interest when the Notes mature (whether the
Notes mature on their stated date of maturity, the date the Notes are redeemed
or otherwise) to the person to whom the principal payment on the Notes is paid.
If there is a default in the payment of interest on the Notes, we may either
(1) choose a special record date and pay the holders of the Notes at the close
of business on that date, or (2) pay the holders of the Notes in any other
lawful manner. (Section 307)
We will pay principal of, any premium and interest due on, the Notes at
maturity or upon earlier redemption or repayment of a Note upon surrender of
that Note at the office of the paying agent (currently, the Trustee in New
York, New York). (Sections 307 and 1105) The applicable pricing supplement
identifies any other place of payment and any other paying agent. We may
change the place at which the Notes will be payable, may appoint one or more
additional paying agents and may remove any paying agent, all at our
discretion. (Section 1002) Further, if we provide money to a paying agent to
be used to make payments of principal of, premium (if any) or interest on any
Note and that money has not rightfully been claimed two years after the
applicable principal, premium or interest payment is due, then we may instruct
the paying agent to remit that money to us, and any holder of a Note seeking
those payments may thereafter look only to us for that money. (Section 1003)
If interest is payable on a day which is not a Business Day (as defined
herein), payment will be postponed to the next Business Day, and no additional
interest will accrue as a result of the delayed payment. However, for LIBOR
Rate Notes (as defined herein), if the next Business Day is in the next
calendar month, interest will be paid on the preceding Business Day. (Section
114)
"Business Day" means any day other than a Saturday or Sunday that (1) is
not a day on which banking institutions in Washington, D.C., or in New York,
New York, are authorized or obligated by law or executive order to be closed,
and (2) with respect to LIBOR Rate Notes only, is a day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.
The "record date" will be 15 calendar days prior to each Interest Payment
Date, whether or not that day is a Business Day, unless otherwise indicated
herein or in the applicable pricing supplement.
All percentages resulting from any calculation of Notes will be rounded,
if necessary, to the nearest one-hundred thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar
amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upwards).
Interest Rates Payable on Notes
We have provided a glossary at the end of this prospectus to define the
capitalized words used in discussing the interest rates payable on the Notes.
Whenever we refer to time in this section, we mean the time as in effect in New
York, New York, unless otherwise specified.
The interest rate on the Notes will either be fixed or floating.
Fixed Rate Notes
If we issue Notes that bear interest at a fixed rate (the "Fixed Rate
Notes"), the applicable pricing supplement will designate the fixed rate of
interest payable on the Notes. Unless otherwise set forth in the applicable
pricing supplement, interest on a Fixed Rate Note will be payable semi-annually
each April 1 and October 1 and at maturity or upon earlier redemption or
repayment. The record dates for the Fixed Rate Note will be March 15 (for
interest to be paid on April 1) and September 15 (for interest to be paid on
October 1). Interest payments will be the amount of interest accrued to, but
excluding, each April 1 and October 1. Interest will be computed using a 360-
day year of twelve 30-day months.
Floating Rate Notes
General. Each Note that bears interest at a floating rate (the "Floating
Rate Notes") will have an interest rate formula which may be based on one of
the following base rates, as determined by the pricing supplement:
the commercial paper rate (the "Commercial Paper Rate Note");
LIBOR (the "LIBOR Rate Note");
the treasury rate (the "Treasury Rate Note"); or
any other base rate specified in the pricing supplement.
The pricing supplement will also indicate the Spread and/or Spread
Multiplier, if any. The interest rates applicable to the Floating Rate Notes
will be equal to one of the base rates, plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any. Any Floating Rate Note may have
either or both of the following:
a maximum numerical interest rate limitation, or ceiling, on the rate
of interest that accrues during any interest period; and
a minimum numerical interest rate limitation, or floor, on the rate of
interest that accrues during any interest period.
In addition, the interest rate on a Floating Rate Note will never be higher
than the maximum rate permitted by applicable law, including United States law
of general application.
Date of Interest Rate Change. The interest rate on each Floating Rate
Note may be reset daily, weekly, monthly, quarterly, semi-annually, annually or
for any other period specified in the pricing supplement. The Interest Reset
Date will be:
for Floating Rate Notes which reset daily, each Business Day;
for Floating Rate Notes (other than Treasury Rate Notes) that reset
weekly, Wednesday of each week;
for Treasury Rate Notes that reset weekly, Tuesday of each week;
for Floating Rate Notes that reset monthly, the third Wednesday of
each month;
for Floating Rate Notes that reset quarterly, the third Wednesday of
March, June, September and December;
for Floating Rate Notes that reset semi-annually, the third Wednesday
of the two months specified in the applicable pricing supplement;
for Floating Rate Notes that reset annually, the third Wednesday of
the month specified in the applicable pricing supplement; and
for Floating Rate Notes which reset for other periods, the day of the
week and month or months specified in the applicable pricing
supplement.
The initial interest rate or interest rate formula on each Floating Rate
Note effective until the first Interest Reset Date will be shown in a pricing
supplement. Thereafter, the interest rate will be the rate determined on the
next Interest Determination Date, as explained below. Each time a new interest
rate is determined, it will become effective on the subsequent Interest Reset
Date. If any Interest Reset Date is not a Business Day, then the Interest
Reset Date will be postponed to the next Business Day. However, in the case
of a LIBOR Rate Note, if the next Business Day is in the next calendar month,
the Interest Reset Date will be the immediately preceding Business Day.
Further, if an applicable auction of Treasury Bills (as defined herein) falls
on a day that would otherwise be an Interest Reset Date for Treasury Rate
Notes, the Interest Reset Date will be the next Business Day.
When Interest Rate is Determined. The Interest Determination Date for
the Commercial Paper Rate (the "Commercial Paper Interest Determination Date")
and for LIBOR (the "LIBOR Interest Determination Date") will be the second
Business Day preceding each Interest Reset Date. The Interest Determination
Date for the Treasury Rate (the "Treasury Rate Interest Determination Date")
will be the day on which Treasury Bills would normally be auctioned. Treasury
Bills are usually sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on Tuesday. However,
the auction may be held on the preceding Friday. If an auction is held on the
preceding Friday, that day will be the Interest Determination Date pertaining
to the Interest Reset Date occurring in the next week.
When Interest is Paid. Interest on Floating Rate Notes will be payable
monthly, quarterly, semi-annually or annually, as provided in the pricing
supplement. Except as provided below or in the pricing supplement, interest is
paid as follows:
for Floating Rate Notes on which interest is payable monthly, the
third Wednesday of each month;
for Floating Rate Notes on which interest is payable quarterly, the
third Wednesday of March, June, September and December;
for Floating Rate Notes on which interest is payable semi-annually,
the third Wednesday of the two months specified in the applicable
pricing supplement; and
for Floating Rate Notes on which interest is payable annually, the
third Wednesday of the month specified in the applicable pricing
supplement.
The interest payable for Floating Rate Notes (other than those Floating
Rate Notes which reset daily or weekly) will be the amount of interest accrued
(1) from and including the date the applicable Floating Rate Notes were issued
or (2) from but excluding the last date for which interest has been paid, to
but excluding the Interest Payment Date for those Floating Rate Notes. For
Floating Rate Notes which reset daily or weekly, the interest payable will be:
the amount of interest accrued (a) from and including the date the
applicable Floating Rate Notes were issued, or (b) from but excluding
the last date for which interest has been paid, to and including the
record date immediately preceding the applicable Interest Payment
Date; and
at maturity, the amount of interest accrued (a) from and including the
date the applicable Floating Rate Notes were issued or (b) from but
excluding the last date in respect of which interest has been paid, to
but excluding the maturity date for those Floating Rate Notes.
The accrued interest for any period is calculated by multiplying the
principal amount of a Floating Rate Note by an accrued interest factor. The
accrued interest factor is computed by adding the interest factor calculated
for each day in the period for which accrued interest is being calculated. The
interest factor (expressed as a decimal) is computed by dividing the interest
rate applicable to that date by 360, except for Treasury Rate Notes, for which
it will be divided by the actual number of days in the year.
"Calculation Date" means the tenth calendar day after an Interest
Determination Date or, if the tenth day is not a Business Day, the next
Business Day. Unless otherwise provided in the pricing supplement, The Bank of
New York is the "Calculation Agent" for the Floating Rate Notes, and, upon
request of any holder of a Floating Rate Note, will provide (1) the interest
rate then in effect and (2) if available, the interest rate to be effective on
the next Interest Reset Date for that Floating Rate Note.
Commercial Paper Rate Notes. Each Commercial Paper Rate Note will bear
interest at the rate (calculated with reference to the Commercial Paper Rate
and the Spread and/or Spread Multiplier, if any) specified in that Commercial
Paper Rate Note and in the pricing supplement.
"Commercial Paper Rate" means, with respect to any Commercial Paper Rate
Interest Determination Date, the Money Market Yield (calculated as described
below) on such date of the rate for commercial paper having the Index Maturity
specified in the applicable pricing supplement as published in H.15(519) under
the heading "Commercial Paper-Nonfinancial."
The following procedures will occur if the rate cannot be set as
described above:
If the applicable rate is not published by 3:00 P.M. on the
Calculation Date, then the Commercial Paper Rate will be the Money
Market Yield, on that Commercial Paper Rate Interest Determination
Date, of the rate for commercial paper having the Index Maturity
specified in the applicable pricing supplement as published in H.15
Daily Update (defined below) under the heading "Commercial Paper -
Non-Financial," or any successor heading.
If the applicable rate is not published in either H.15(519) or H.15
Daily Update by 3:00 P.M. on such Calculation Date, then the
Commercial Paper Rate will be calculated by the Calculation Agent and
will be the Money Market Yield of the average of the offered rates, as
of approximately 11:00 A.M. on that Commercial Paper Rate Interest
Determination Date, of three leading dealers of commercial paper in
New York, New York, selected by the Calculation Agent for commercial
paper of the applicable Index Maturity placed for a non-financial
issuer whose bond rating is "AA," or the equivalent, from a nationally
recognized statistical rating agency.
If the dealers selected by the Calculation Agent are not quoting rates
as set forth above, the Commercial Paper Rate in effect for the
applicable period will be the Commercial Paper Rate determined as of
the immediately preceding Commercial Paper Rate Interest Determination
Date.
LIBOR Rate Notes. Each LIBOR Rate Note will bear interest at the rate
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any) specified on the LIBOR Rate Note and in the pricing supplement, determined
by the Calculation Agent as follows:
The Calculation Agent will determine LIBOR as follows:
With respect to any LIBOR Interest Determination Date, LIBOR will be
determined by either:
(1) if "LIBOR Reuters" is specified in the pricing supplement, the
average of the offered rates for deposits in the Designated LIBOR
Currency having the Index Maturity specified in the applicable pricing
supplement, beginning on the second Business Day immediately after
that date, that appears on the Reuters Page as of 11:00 A.M., London
time, on that date, if at least two offered rates appear on the
Reuters Page, or
(2) if "LIBOR Telerate" is specified in the pricing supplement, the
rate for deposits in the Designated LIBOR Currency having the Index
Maturity specified in the applicable pricing supplement, beginning on
the second Business Day immediately after that date, that appears on
the Telerate Page as of 11:00 A.M., London time, on that date.
If neither LIBOR Reuters nor LIBOR Telerate is specified in the
pricing supplement, LIBOR will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the Designated LIBOR Currency, page 3750)
had been specified.
In the case where (1) above applies, if fewer than two offered rates
appear on the Reuters Page, or, in the case where (2) above applies,
if no rate appears on the Telerate Page, LIBOR for that date will be
determined as follows:
(1) LIBOR will be determined based on the rates at approximately
11:00 A.M., London time, on that LIBOR Interest Determination Date at
which deposits in the Designated LIBOR Currency having the applicable
Index Maturity are offered to prime banks in the London interbank
market selected by four major banks in the London interbank market
selected by the Calculation Agent for a single transaction in that
market at that time (a "Representative Amount"). The offered rates
must begin on the second Business Day immediately after that LIBOR
Interest Determination Date.
(2) The Calculation Agent will request the principal London office
of each of the four banks mentioned in (2) above to provide a quotation of
its rate. If at least two such quotations are provided, LIBOR will
equal the average of such quotations.
(3) If fewer than two quotations are provided, LIBOR will equal
the average of the rates quoted as of 11:00 A.M on that date by three
major banks in the applicable Principal Financial Center selected by
the Calculation Agent. The rates will be for loans in the Designated
LIBOR Currency to leading banks having the Index Maturity specified in
the pricing supplement beginning on the second Business Day after that
date and in a Representative Amount; and
(4) If the banks are not quoting as mentioned in (3) above, the
rate of interest in effect for the applicable period will be the same
as the rate of interest in effect for the prior Interest Reset Period.
"Designated LIBOR Currency" means, with respect to any LIBOR Note, the
currency (including composite currency units), if any, designated in the
applicable pricing supplement as the currency for which LIBOR will be
calculated. If no such currency is designated in the Floating Rate Notes and
the applicable pricing supplement, the Designated LIBOR Currency shall be U.S.
dollars.
Treasury Rate Notes. Each Treasury Rate Note will bear interest at the
rate (calculated with reference to the Treasury Rate and the Spread and/or
Spread Multiplier, if any) specified on the Treasury Rate Note and in the
pricing supplement.
"Treasury Rate" means, with respect to any Treasury Rate Interest
Determination Date, the rate applicable to the most recent auction of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
specified in the applicable pricing supplement on the display on Bridge
Telerate, Inc. (or any successor service) on page 56 or 57 under the heading
"AVGE INVEST YIELD."
The following procedures will occur if the rate cannot be set as
described above:
If that rate is not published by 3:00 P.M. on the applicable
Calculation Date, the rate will be the auction average rate (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as
otherwise announced by the United States Department of the Treasury.
If the results of the auction of Treasury Bills having the applicable
Index Maturity are not reported by 3:00 P.M. on such Calculation Date,
or if no such auction is held in a particular week, then the Treasury
Rate shall be calculated by the Calculation Agent as follows:
(1) The rate shall be calculated as a yield to maturity (expressed
as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the average of the
secondary market bid rates, as of approximately 3:30 P.M. on such
Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers selected by the
Calculation Agent for the issue of Treasury Bills with a remaining
maturity closest to the specified Index Maturity; and
(2) If fewer than three dealers are quoting as mentioned, the rate
of interest in effect for the applicable period will be the rate of
interest in effect for the prior interest reset period.
Redemptions
Redemption Elected by Us
As specified in the applicable pricing supplement, we may either (1)
redeem the Notes or (2) not redeem the Notes, prior to their stated maturity.
If we can redeem the Notes, then the following terms will apply as specified in
the applicable pricing supplement:
we may redeem all or some of the Notes at one time;
we may redeem Notes on any date or after the date specified as the
"Initial Redemption Date" in the applicable pricing supplement; and
we may redeem Notes at the price specified in the applicable pricing
supplement, together with accrued interest to the redemption date.
(Section 1101)
If we redeem some or all of the Notes, the Trustee must notify you between
30 and 60 days before the redemption date (by first-class mail, postage prepaid)
that some or all of the Notes will be redeemed. (Section 1104) Further, if only
a part of a Note is redeemed, then the holder of the unredeemed part of that
Note will receive one or more new Notes. (Section 1107) The Notes will not be
subject to any sinking fund. (Section 1201)
Redemption Elected by You
You may be able to instruct us to purchase the Note that you hold before
that Note reaches its stated maturity date, pursuant to the terms of the Notes.
(Section 1301) If you can elect for us to redeem some or all of your Notes, the
applicable pricing supplement will specify (1) the date or dates on which that
Note may be sold by you and (2) the price (plus accrued interest) that we must
pay you for that Note.
To instruct us to purchase your Note, you must deliver to the paying
agent (currently, the Trustee), between 30 and 45 days before the date on which
the Note may be sold by you, the following items:
the Note;
the completed form entitled "Option to Elect Repayment" which will be
printed on the reverse side of the Note; and
a fax or letter from (1) a member of a national securities exchange,
(2) a member of the National Association of Securities Dealers, Inc.
or (3) a U.S. commercial bank or trust company containing the
following information:
(a) your name;
(b) the principal amount of the Note you wish to sell;
(c) the certificate number or a description of the tenor and terms of
that Note;
(d) a statement that you are exercising your option to elect repayment
of the Note you hold; and
(e) a guarantee that the Note and the completed form will be received
by the paying agent within five Business Days after the date the
fax or letter is received by the paying agent.
Once you tender the Note to be redeemed to the paying agent, you may not
revoke your earlier election. You may instruct us to purchase part of the
Notes you hold, provided that the Notes you continue to hold after that
redemption are outstanding in an authorized denomination of $1,000 and an
integral multiple of $1,000.
If a series of Notes is held in book-entry form by DTC or its nominee,
as more particularly described under the heading "BOOK-ENTRY SYSTEM," only it
(as the actual holder of the Notes) may instruct us to purchase those Notes.
However, you, as the beneficial owner of the Notes, may direct the broker or
other direct or indirect participant through which you hold an interest in the
Notes to notify DTC of your desire to have your Notes purchased (which will in
turn notify us according to the above-mentioned procedures). Because
different firms and brokers have different cut-off times for accepting
instructions from their customers, you should consult your broker or other
direct or indirect participant through which you hold an interest in the Notes
to determine by when you must act, so that timely notice is delivered to DTC.
At any time, we may purchase the Notes or beneficial ownership interests in
the Notes (if they are held in book-entry form) at any price in the open market
or otherwise. In our sole discretion, we may hold, resell or retire any Notes or
beneficial ownership interests in those Notes that we purchase.
Defaults, The Trustee
The following are defaults under the Indenture with respect to debt
securities issued under the Indenture:
(1) We fail to make payment of principal, premium (if any), interest or
any other amount on the debt securities when due;
(2) We fail to deposit any sinking fund payment for the debt securities
when due;
(3) We file for bankruptcy or certain other events involving insolvency,
receivership or bankruptcy occur; and
(4) We fail to perform certain covenants or agreements.
Certain of these events become defaults only after the lapse of prescribed
periods of time and/or notice from the Trustee. (Section 501)
Upon the occurrence of a default under the Indenture, either the Trustee
or the holder of at least 25% in principal amount of outstanding debt
securities of the affected series may declare the principal of all outstanding
debt securities immediately due and payable. However, if the default is cured,
the holders of a majority in principal amount of outstanding debt securities of
the affected series may rescind that declaration and annul the declaration and
its consequences. (Section 502)
The holders of a majority in principal amount of outstanding debt
securities of the affected series may direct the time, method and place of
conducting any proceeding for the enforcement of the Indenture. (Section 512)
No holder of any debt security of any series has the right to institute any
proceeding with respect to the Indenture unless:
the holder previously gave written notice of a default to the Trustee,
the holders of more than 25% in principal amount of outstanding debt
securities of the affected series tender to the Trustee reasonable
indemnity against costs and liabilities and request the Trustee to
take action, and the Trustee declines to take action, and
the holders of a majority in principal amount of outstanding debt
securities of the affected series give no inconsistent direction;
provided, however, that each holder of a Note shall have the right to enforce
payment of that Note when due. (Sections 507 and 508)
The Trustee must notify the holders of the debt securities of any series
within 90 days after a default has occurred with respect to those debt
securities, unless that default has been cured or waived, provided, however,
except in the case of default in the payment of principal of, premium (if any),
or interest or other amount payable on any debt security, the Trustee may
withhold the notice if it determines that it is in the interest of those
holders to do so. (Sections 602 and 603)
We are required under the Trust Indenture Act of 1939, as amended, to
furnish to the Trustee at least once every year a certificate as to our
compliance with the conditions and covenants under the Indenture. (Section
1005)
Covenants, Consolidation, Merger, Etc.
We will keep the property that we use in our business, or in the
business of our subsidiaries, in good working order, and will improve it as
necessary to conduct our business and that of our subsidiaries, as the case
may be, properly. (Section 1007) Except as described in the next paragraph, we
will also maintain our corporate existence, rights and franchises and those of
SCE&G and GENCO (collectively, our "Principal Subsidiaries") necessary to
conduct our businesses properly. (Section 1006) However, we are not required
to preserve (a) the corporate existence of any of our subsidiaries other than
our Principal Subsidiaries or (b) any such right or franchise if we determine
that its preservation is not desirable in the conduct of our business or its
loss is not disadvantageous in any material respect to the holders of the
outstanding debt securities of any series. (Section 1006)
We may, without the consent of the holders of the debt securities,
consolidate with, or sell, lease or convey all or substantially all of our
assets to, or merge into another corporation, provided that (1) we are the
continuing corporation, or, if not, the successor corporation assumes by a
supplemental indenture our obligations under the Indenture and (2) immediately
after giving effect to such transaction there will be no default in the
performance of any such obligations. (Section 801)
The Indenture provides that neither we nor our subsidiaries may issue,
assume or guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed ("Debt") secured by a mortgage, lien, pledge or
other encumbrance ("Mortgages") upon any property of us or our subsidiaries
without effectively providing that the debt securities of each series issued
under the Indenture (together with, if we so determine, any other indebtedness
or obligation then existing or thereafter created ranking equally with those
debt securities) are secured equally and ratably with (or prior to) such Debt
so long as such Debt is so secured, except that this restriction will not apply
to:
(1) Mortgages to secure Debt issued under
the Indenture, dated April 1, 1993, between SCE&G and The Bank
of New York, N.A.,
the Indenture of Mortgage, dated January 1, 1945, between SCE&G
and The Chase Manhattan Bank,
the Mortgage and Security Agreement, dated August 21, 1992,
between GENCO and The Prudential Insurance Company of
America, and
the Indenture of Mortgage, dated December 1, 1977, between
Pipeline Corporation and Citibank, N.A.,
each as amended and supplemented to date and as it may be hereafter amended and
supplemented from time to time ("Existing Mortgages");
(2) Mortgages affecting property of a corporation existing at the time
it becomes our subsidiary or at the time it is merged into or consolidated with
us or one of our subsidiaries;
(3) Mortgages on property existing at the time of acquisition thereof
or incurred to secure payment of all or part of the purchase price thereof or
to secure Debt incurred prior to, at the time of, or within 12 months after the
acquisition for the purpose of financing all or part of the purchase price
thereof;
(4) Mortgages on any property to secure all or part of the cost of
improvements or construction thereon or Debt incurred to provide funds for such
purpose in a principal amount not exceeding the cost of such improvements or
construction;
(5) Mortgages which secure only indebtedness owing by one of our
subsidiaries to us or to another of our subsidiaries;
(6) certain Mortgages to government entities, including mortgages to secure
Debt incurred in pollution control or industrial revenue bond financings;
(7) Mortgages required by any contract or statute in order to permit us
or one of our subsidiaries to perform any contract or subcontract made with or
at the request of the United States of America, any state or any department,
agency or instrumentality or political subdivision of either;
(8) Mortgages to secure loans to us or to our subsidiaries maturing
within 12 months from the creation thereof and made in the ordinary course of
business;
(9) Mortgages on any property (including any natural gas, oil or other
mineral property) to secure all or part of the cost of exploration, drilling or
development thereof or to secure Debt incurred to provide funds for any such
purpose;
(10) Mortgages existing on the date of the Indenture;
(11) "Excepted Encumbrances" and "Permitted Encumbrances" as such terms
are defined in any of the Existing Mortgages;
(12) certain Mortgages typically incurred in the ordinary course of
business; and
(13) any extension, renewal or replacement of any Mortgage referred to
in the foregoing clauses (1) through (12), which does not increase the amount
of debt secured thereby at the time of the renewal, extension or modification.
Notwithstanding the foregoing, we and any or all of our subsidiaries may,
without securing the debt securities, issue, assume or guarantee Debt secured
by Mortgages in an aggregate principal amount which (not including Debt
permitted to be secured under clauses (1) to (13) inclusive above) does not at
any one time exceed 10% of our Consolidated Net Tangible Assets (as hereinafter
defined). (Section 1009)
"Consolidated Net Tangible Assets" is defined as the total amount of
assets appearing on our consolidated balance sheet subtracting the following:
reserves for depreciation and other asset valuation reserves but
excluding reserves for deferred federal income taxes;
intangible assets such as goodwill, trademarks, trade names, patents
and unamortized debt discount and expense; and
appropriate adjustments on account of minority interests of other
persons holding voting stock in any of our subsidiaries. (Section
101)
Modification, Waiver and Meetings
We may, without the consent of any holders of outstanding debt
securities, enter into supplemental indentures for the following purposes:
to add to our covenants for the benefit of the Holders or to surrender
a right or power conferred upon us in the Indenture,
to secure the debt securities,
to establish the form or terms of any series of debt securities, or
to make certain other modifications, generally of a ministerial or
immaterial nature. (Section 901)
We may amend the Indenture only for other purposes with the consent of
the holders of a majority in principal amount of each affected series of
outstanding debt securities. However, we may not amend the Indenture without
the consent of the holder of each affected outstanding debt security for the
following purposes:
to change the stated maturity or redemption date of the principal of,
or any installment of interest on, any debt security or to reduce the
principal amount, the interest rate of, any other amount payable in
respect of or any premium payable on the redemption of, any debt
security;
to reduce the principal amount of any debt security which is an
Original Issue Discount Security (as defined in the Indenture) that
would be due upon a declaration of acceleration of that security's
maturity;
to change the place or currency of any payment of principal of or any
premium or interest on any debt security;
to impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security after the stated
maturity or redemption date of that debt security;
to reduce the percentage in principal amount of outstanding debt
securities of any series for which the consent of the holders is
required to modify or amend the Indenture or to waive compliance with
certain provisions of the Indenture, or reduce certain quorum or
voting requirements of the Indenture; or
to modify the foregoing requirements or reduce the percentage of
outstanding debt securities necessary to waive any past default.
(Section 902)
Except with respect to certain fundamental provisions, the holders of a
majority in principal amount of outstanding debt securities of any series may
waive past defaults with respect to that series and may waive our compliance
with certain provisions of the Indenture with respect to that series.
(Sections 513 and 1010)
We, the Trustee or the holders of at least 10% in principal amount of the
outstanding debt securities of any series, may at any time call a meeting of
the holders of debt securities of that series, and notice of that meeting will
be given in accordance with "Notices" below. (Section 1402) Any resolution
passed or decision taken at any meeting of holders of debt securities of any
series duly held in accordance with the Indenture will be binding on all
holders of debt securities of that series. The quorum at any meeting called to
adopt a resolution, and at any reconvened meeting, will be a majority in
principal amount of the outstanding debt securities of a series. (Section
1404)
Notices
Notices to holders of the Notes will be given by mail to the addresses of
such holders as they appear in the Securities Register. (Section 106)
Defeasance
If we deposit with the Trustee, money or Federal Securities (as described
in the Indenture) sufficient to pay, when due, the principal, premium (if any)
and interest due on the Notes, then we will be discharged from any and all
obligations with respect to the Notes, except for certain continuing
obligations to register the transfer or exchange of those debt securities, to
maintain paying agencies and to hold moneys for payment in trust. (Section 401)
Book-Entry System
If provided in the applicable pricing supplement, except under the
circumstances described below, we will issue the Notes as one or more global
Notes (each a "Global Note"), each of which will represent beneficial interests
in the Notes. Each such beneficial interest in a Global Note is called a "Book-
Entry Note" in this prospectus. We will deposit those Global Notes with, or on
behalf of The Depository Trust Company, New York, New York ("DTC") or another
depository which we subsequently designate (the "Depository") relating to the
Notes, and register them in the name of a nominee of the Depository.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the owner of that Global Note for all purposes under the Indenture.
We will make payments of principal of, any premium, and interest on the Global
Note to the Depository or its nominee, as the case may be, as the registered
owner of that Global Note. Except as set forth below, owners of a beneficial
interest in a Global Note will not be entitled to have any individual Notes
registered in their names, will not receive or be entitled to receive physical
delivery of any Notes and will not be considered the owners of Notes under the
Indenture.
Accordingly, to exercise any of the rights of the registered owners of
the Notes, each person holding a beneficial interest in a Global Note must rely
on the procedures of the Depository. If that person is not a Direct
Participant (hereinafter defined), then that person must also rely on
procedures of the Direct Participant through which that person holds its
interest.
DTC
The following information concerning DTC and its book-entry system has
been obtained from sources that we believe to be reliable, but neither we nor
any underwriter, dealer or agent takes any responsibility for the accuracy of
that information.
DTC will act as the initial securities depository for the Global Notes.
The Global Notes will be issued only as fully-registered securities registered
in the name of Cede & Co., DTC's partnership nominee, or such other name as
may be requested by an authorized representative of DTC. One fully-registered
Note certificate will be issued for each issue of the Notes, each in the
aggregate principal amount of such issue, and will be deposited with DTC or
its custodian. If, however, the aggregate principal amount of any issue of
Notes exceeds $400 million, one certificate will be issued with respect to
each $400 million of principal amount and an additional certificate will be
issued with respect to any remaining principal amount of such Notes.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the settlement among
Direct Participants of securities transactions, such as transfers and pledges,
in deposited securities through electronic computerized book-entry changes in
Direct Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. DTC is owned by a number of its Direct
Participants and by The New York Stock Exchange, Inc., the American Stock
Exchange, LLC, and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The Rules applicable to DTC and its Direct and
Indirect Participants are on file with the SEC.
Purchases of the Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's
records. The ownership interest of the actual purchaser of each Note
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Notes are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in the
Notes, except in the event that use of the book-entry system for the Notes is
discontinued.
To facilitate subsequent transfers, all Notes deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as requested by an authorized representative of
DTC. The deposit of Notes with DTC and their registration in the name of Cede
& Co. or such other nominee do not effect any change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC's
records reflect only the identity of the Direct Participants to whose accounts
such Notes are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners of Notes
may wish to take certain steps to augment transmission to them of notices of
significant events with respect to the Notes, such as redemptions, tenders,
defaults and proposed amendments to the security documents. Beneficial Owners
of Notes may wish to ascertain that the nominee holding the Notes for their
benefit has agreed to obtain and transmit notices to Beneficial Owners, or in
the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.
Redemption notices shall be sent to DTC. If less than all of the Notes
within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co., nor such other DTC nominee, will consent or
vote with respect to the Notes. Under its usual procedures, DTC mails an
omnibus proxy to us as soon as possible after the record date. The omnibus
proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Notes are credited on the record date
(identified in a listing attached to the omnibus proxy).
Principal and interest payments on the Notes will be made to Cede & Co.
or such other nominee as may be requested by an authorized representative of
DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's
receipt of funds and corresponding detail from us or the Trustee on the
relevant payment date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC (nor its nominee), the Trustee or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC, is our responsibility or
that of the Trustee. Disbursement of such payments to Direct Participants is
the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Notes
purchases or tendered by us, through its Participant, to the Trustee and shall
effect delivery of such Notes by causing the Direct Participant to transfer
the Participant's interest in the Notes on DTC's records, to the Trustee. The
requirement for physical delivery of Notes in connection with a demand for
repayment will be deemed satisfied when the ownership rights in the Notes are
transferred by Direct Participants on DTC's records and followed by a book-
entry credit of tendered Notes to the Trustee's DTC account.
DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to us or the
Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Notes in certificated form are required to be
printed and delivered. In addition, we may decide to discontinue use of the
system of book-entry transfers through DTC or a successor securities
depository. In that event, Notes in certificated form will be printed and
delivered.
Neither we nor the Trustee will have any responsibility or obligation to
the Depository, any Participant in the book-entry system or any Beneficial
Owner with respect to (1) the accuracy of any records maintained by DTC or any
Participant; (2) the payment by DTC or by any Participant of any amount due to
any Participant or Beneficial Owner, respectively, in respect of the principal
amount or purchase price or redemption price of, or interest on, any Notes; (3)
the delivery of any notice by DTC or any Participant; (4) the selection of the
Beneficial Owners to receive payment in the event of any partial redemption of
the Notes; or (5) any other action taken by DTC or any Participant.
Plan of Distribution
We are offering the Notes on a continuous basis through the agents named
on the cover of this prospectus or the applicable pricing supplement (the
"Agents"), who have agreed to use reasonable efforts to solicit purchases of
the Notes. Initial purchasers may propose certain terms of the Notes, but we
will have the sole right to accept offers to purchase Notes and may reject
proposed purchases in whole or in part. Each Agent will also have the right,
in its discretion reasonably exercised and without notice to us, to reject any
proposed purchase of Notes in whole or in part. We will pay each Agent a
commission ranging from .125% to .750% of the principal amount of Notes sold
through such Agent, depending upon stated maturity or the effective maturity
as dictated by combinations of options or other provisions found in the
applicable pricing supplement.
We may sell Notes directly to investors on our own behalf. In these
cases, no commission or discount will be paid or allowed. In addition, we may
accept offers from additional agents for the sale of particular Notes;
provided that any such solicitation and sale of Notes shall be on terms
substantially similar, including the same commission schedule, as agreed to by
the Agents. Such additional agents will be named in the applicable pricing
supplement.
We may also sell Notes to Agents as principals. Unless otherwise
specified in the applicable pricing supplement, any Note sold to an Agent as
principal will be purchased by the Agent at a price equal to 100% of the
principal amount thereof, less a percentage equal to the commission applicable
to an agency trade of identical stated maturity. Notes may be resold by an
Agent to investors or other purchasers from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined by the Agent at the time of sale, or may
be sold to certain dealers as described below. After the initial public
offering of Notes to be resold to investors or other purchasers, the public
offering price (in the case of Notes to be resold at a fixed offering price),
the concession and discount may be changed. In addition, any Agent may sell
Notes to any dealer at a discount and, unless otherwise specified in an
applicable pricing supplement, such discount allowed to any dealer will not be
in excess of the discount to be received by the Agent from us.
No Note will have an established trading market when issued. The Notes
will not be listed on any securities exchange. The Agents may make a market in
the Notes, but the Agents are not obligated to do so and may discontinue any
market-making at any time without notice. There can be no assurance of a
secondary market for any Notes, or that the Notes will be sold.
Each Agent, whether acting as agent or principal, may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). We have agreed to indemnify each Agent against certain
liabilities, including liabilities under the Securities Act, or to contribute
to payments that the Agents may be required to make in respect thereof. Each
of the Agents and certain of their affiliates engage in transactions with and
perform services for us and our affiliates in the ordinary course of business.
Experts
The consolidated financial statements incorporated by reference
from our Annual Report on Form 10-K for the year ended December 31, 1999 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference into this prospectus and is so
incorporated in reliance upon the report of such firm, given upon their
authority as experts in accounting and auditing.
Validity of the Notes
McNair Law Firm, P.A., of Columbia, South Carolina, and H. Thomas Arthur,
Esq. of Columbia, South Carolina, our Senior Vice President and General
Counsel, will pass upon the validity of the Notes for us. Thelen Reid & Priest
LLP, of New York, New York, will pass upon the validity of the Notes for any
underwriters, lenders or Agents. Thelen Reid & Priest LLP will rely as to all
matters of South Carolina law upon the opinion of H. Thomas Arthur, Esq. From
time to time, Thelen Reid & Priest LLP renders legal services to us and certain
of our subsidiaries.
At November 1, 2000, H. Thomas Arthur, Esq., owned beneficially 12,444
(and options to purchase 8,796) shares of our common stock, including shares
acquired by the trustee under its Stock Purchase-Savings Program by use of
contributions made by Mr. Arthur and earnings thereon and including shares
purchased by the trustee by use of SCANA contributions and earnings thereon.
Glossary
Set forth below are definitions of some of the terms used in this
prospectus.
"H.15(519)" means the weekly statistical release designated as
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication, published by the Board of Governors of the Federal Reserve
System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the Internet website of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site
or publication.
"Index Maturity" means, with respect to a Floating Rate Note, the period
to maturity of the Note on which the interest rate formula is based, as
indicated in the applicable pricing supplement.
"Interest Determination Date" means the date as of which the interest
rate for a Floating Rate Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date
(except in the case of LIBOR which is calculated on the related LIBOR Interest
Determination Date). The Interest Determination Dates will be indicated in the
applicable pricing supplement.
"Interest Reset Date" means the date on which a Floating Rate Note will
begin to bear interest at the rate determined on any Interest Determination
Date. The Interest Reset Dates will be indicated in the applicable pricing
supplement.
"Money Market Yield" is the yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one-hundred-thousandth of a
percentage point) calculated in accordance with the following formula:
D x 360
Money Market Yield = -------------- x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
"Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated LIBOR Currency of such LIBOR Note,
except that with respect to U.S. dollars and European Currency Units (as
defined and revised from time to time by the Council of European Communities),
the Principal Financial Center shall be New York, New York and Brussels,
respectively.
"Reuters Page" means the display on the Reuters Monitor Money Rates
Service on the page designated in the applicable pricing supplement (or such
other page as may replace that designated page on that service) for the
purpose of displaying London interbank offered rates of major banks for the
related Designated LIBOR Currency).
"Spread" means the number of basis points specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating
Rate Note.
"Spread Multiplier" means the percentage specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating
Rate Note.
"Telerate Page" means the display on the Dow Jones Telerate Service on
the page designated in the applicable pricing supplement (or such other page
as may replace that page on that service or such other service or services as
may be nominated by the British Bankers Association) for the purpose of
displaying London interbank offered rates for U.S. dollar deposits.
$1,000,000,000
SCANA CORPORATION
Medium-Term Notes,
Due From Nine Months
to Thirty Years
From Date of Issue
Prospectus
UBS Warburg LLC
Credit Suisse First Boston
Banc of America Securities LLC
November 28, 2000