EX-3 3 aoc1.txt ARTICLES OF CORRECTION STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF CORRECTION TYPE OR PRINT CLEARLY IN BLACK INK. The following information is submitted pursuant to Section 33-1-240 of the 1976 South Carolina Code of Laws, as amended: 1. The name of the corporation is South Carolina Electric & Gas Company ------------------------------------------ 2. That on May 7, 2001 the corporation filed (fill out whichever is applicable): ------------ a. [ X ] The following described document: Articles of Amendment b. [ ] The attached document (attach copy of the document). 3. That this document was incorrect in the following manner: See attached Exhibit B 4. That the incorrect matters stated in Paragraph 3 should be revised as follows: Exhibit A to Restated Articles of Incorporation should be revised ------------------------------------------------------------------------------ to read as set forth on the attached Exhibit B. -------------------------------------------------------------------------- Date February 16, 2004 South Carolina Electric & Gas Company --------------------------------------------------------------------------- Name of Corporation s/Lynn M. Williams --------------------------------------- Signature Lynn M. Williams, Secretary --------------------------------------- Type or Print Name and Office Exhibit A In Exhibit A to Restated Articles of Incorporation, (1) the total number of shares which the corporation was authorized to issue, the total number of shares of Preferred Stock, par value $100 per share, and the number of shares of Preferred Stock, par value $100 per share, unissued and undesignated were each overstated by 1,000,000; (2) the word "unissued" in Section 2(b)(ii) should have been "issued"; and (3) the words "(Series A)" should not have been included in Section 2(b)(v). Exhibit B EXHIBIT A TO RESTATED ARTICLES OF INCORPORATION OF SOUTH CAROLINA ELECTRIC & GAS COMPANY Statement of Authorized Shares of Stock and of Preferred Stock unissued and undesignated as to Series and issued outstanding and designated as to Series --------------------------------------------------------- As of the effective date of this Exhibit A: 1. Authorized Classes. The total number of shares which the Company shall be authorized to issue is 55,432,296, of which 2,000,000 shall be Preferred Stock of the par value of $25 per share, issuable in series, 1,682,296 shall be Preferred Stock of the par value of $50 per share, issuable in series, 1,750,000 shall be Preferred Stock of the par value of $100 per share, issuable in series, and 50,000,000 shall be Common Stock of the par value of $4.50 per share. 2. Preferred Stock unissued and undesignated as to series and issued, outstanding and designated as to series. (a) Par Value $25 per share (i) 2,000,000 unissued and undesignated as to series. (b) Par Value $50 per share-entitled to one vote per share. (i) 640,000 shares unissued and undesignated as to series. (ii) 125,209 shares issued and outstanding designated "5% Preferred Stock" (iii) 9,600 shares issued and outstanding designated "4.50% Cumulative Preferred Stock" (iv) 16,052 shares issued and outstanding designated "4.60% (Series A) Cumulative Preferred Stock" (v) 67,000 shares issued and outstanding designated "5.125% Cumulative Preferred Stock" Exhibit B (vi) 57,800 shares issued and outstanding designated "4.60% (Series B) Cumulative Preferred Stock" (vii) 66,635 shares issued and outstanding designated "6% Cumulative Preferred Stock" Total 982,296 (c) Par Value $50 per share-entitled to one half of one vote per share (i) 700,000 shares unissued and undesignated as to series (d) Par Value $100 per share (i) 750,000 unissued and undesignated as to series. (ii) 1,000,000 shares issued and outstanding designated "6.52% Cumulative Preferred Stock" Total 1,750,000 3. Shares Outstanding The total number of shares issued and outstanding is 41,638,443, consisting of: (a) 40,296,147 shares of Common Stock; (b) 0 Shares of Preferred Stock par value $25 per share; (c) 342,296 shares of Preferred Stock par value $50 per share-entitled to one vote per share; (d) 0 shares of Preferred Stock par value $50 per share-entitled to one-half of one vote per share; and (e) 1,000,000 shares of Preferred Stock par value $100 per share. May 3, 2001