-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dAzrf05SzpSyGAO2XOLIKAU7ZO6a5j09efSehRb04PisoWHSXGiVCk7qdDmnfBLP 5qILWq7+dqzbEUeuKQOXNQ== 0000091882-94-000005.txt : 19940718 0000091882-94-000005.hdr.sgml : 19940718 ACCESSION NUMBER: 0000091882-94-000005 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH CAROLINA ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000091882 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 570248695 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-49421 FILM NUMBER: 94539090 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8037483000 MAIL ADDRESS: STREET 1: MAIL CODE 073 CITY: COLUMBIA STATE: SC ZIP: 29218 424B2 1 PROSPECTUS SUPPLEMENT Rule 424(b)(2) Registration Statement No. Prospectus Supplement (To Prospectus dated April 29, 1993) $100,000,000 South Carolina Electric & Gas Company First Mortgage Bonds 7.70% Series due July 15, 2004 Interest Payable January 15 and July 15 Interest on the bonds offered hereby (the "New Bonds") is payable on January 15 and July 15, commencing January 15, 1995. The New Bonds will not be redeemable prior to their maturity. See "Certain Terms of the New Bonds." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Underwriting Price to Discounts and Proceeds to Public(1) Commissions(2) Company(1)(3) Per Bond................ 99.729% .650% 99.079% Total................... $99,729,000 $650,000 $99,079,000 (1) Plus accrued interest from July 15, 1994. (2) See "Underwriting." (3) Before deducting expenses estimated at $64,000, which are payable by the Company. The New Bonds are offered by the Underwriter, subject to prior sale, when, as and if delivered to and accepted by the Underwriter, and subject to its right to reject orders in whole or in part. It is expected that delivery of the New Bonds will be made in New York City on or about July 21, 1994. PaineWebber Incorporated The date of this Prospectus Supplement is July 14, 1994. 1 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. USE OF PROCEEDS The net proceeds from the sale of the New Bonds offered hereby will be used for the repayment of short-term debt incurred for the financing of the Company's construction program and general corporate purposes. SELECTED FINANCIAL DATA Twelve Months Ended March 31, March 31, December 31, 1994 1993 1993 (Thousands of Dollars, Except Ratios) (Unaudited) Consolidated Statements of Income Data: Operating Revenues.................... $1,152,513 $1,010,047 $1,118,433 Operating Income...................... 227,566 187,736 219,319 Income Before Interest Charges........ 233,997 191,915 225,904 Interest Charges...................... 79,508 82,988 79,936 AFC (includes allowance for both equity and borrowed funds).......... 12,325 10,705 12,782 Deferred Return on Plant Investment... 4,246 4,246 4,246 Net Income............................ 154,489 108,927 145,968 Ratio of Earnings to Fixed Charges (1).. 3.78 2.81 3.57 Net Utility Plant....................... 2,760,918 2,526,583 2,687,193 As of March 31, 1994 Actual Percentage Adjusted(2) Percentage(2) (Thousands of Dollars, Except Percentages) (Unaudited) Capitalization: Long-Term Debt (3)......................... $1,098,322 48.5% $1,198,322 50.7% Cumulative Preferred Stock (not subject to purchase or sinking funds)............ 26,027 1.1 26,027 1.1 Cumulative Preferred Stock (subject to purchase or sinking funds)(4)............ 51,079 2.3 51,079 2.1 Advances from Affiliated Companies......... 6,196 0.3 6,196 0.3 Common Stock Equity........................ 1,083,972 47.8 1,083,972 45.8 Total.................................... $2,265,596 100.0% $2,365,596 100.0% (1) For purposes of these ratios, earnings represent net income plus income taxes and fixed charges. Fixed charges represent interest and the estimated interest portion of annual rentals. (2) Gives effect to the sale of all the New Bonds offered hereby. (3) Excludes current portion of long-term debt of $13,489,000. (4) Excludes current portion of preferred stock of $2,496,000.
2 PAGE 3 CERTAIN TERMS OF THE NEW BONDS The First Mortgage Bonds, 7.70% Series due July 15, 2004 offered hereby will be issued under a Supplemental Indenture dated as of June 15, 1993 from the Company to NationsBank of Georgia, National Association ("Trustee"). The following information concerning the New Bonds offered hereby supplements and should be read in conjunction with the statements under "Description of the New Bonds" in the accompanying Prospectus. Form and Denomination The New Bonds will be issued in fully registered form in denominations of $1,000 and integral multiples thereof. Interest and Maturity The New Bonds will bear interest from July 15, 1994 at the rate shown in their title, payable semi-annually on January 15 and July 15 of each year commencing on January 15, 1995, to holders of record on the preceding January 1 and July 1, respectively, and will mature July 15, 2004. The principal and interest are payable in Atlanta, Georgia at the office of the Trustee. The New Bonds will be limited to $100,000,000 in aggregate principal amount. Redemption The New Bonds will not be redeemable prior to their maturity. BASIS FOR ISSUANCE OF NEW BONDS The New Bonds will be issued upon the basis of $100,000,000 of Class A Bonds held by the Trustee and designated by the Company as the basis for such issuance. After the issuance of the New Bonds, the Company will be able to issue $57,035,000 of additional Bonds on the basis of a like principal amount of Class A Bonds held by the Trustee and available for such purposes. In addition, as of December 31, 1993 the Company had approximately $219,900,000 of unfunded net property additions which would permit the issuance to the Trustee of approximately $131,940,000 of Class A Bonds for such purpose. See "Description of the New Bonds" in the accompanying Prospectus. 3 UNDERWRITING Subject to the terms and conditions of the Underwriting Agreement with the Company, PaineWebber Incorporated ("Underwriter") has agreed to purchase the $100,000,000 principal amount of the New Bonds. The Underwriting Agreement provides that the obligations of the Underwriter thereunder are subject to the approval of certain legal matters by counsel and to various other conditions. The Underwriter is committed to purchase all of the New Bonds offered hereby if any are purchased. The Underwriter has advised the Company that the Underwriter proposes to offer the New Bonds to the public initially at the offering price set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession not in excess of .40% of the principal amount of the New Bonds. The Underwriter may allow, and such dealers may reallow, a concession not in excess of .25% of the principal amount of the New Bonds to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed by the Underwriter. There is at present no trading market for the New Bonds. The Underwriter is not obligated to make a market in the New Bonds, and the Company cannot predict whether a trading market for the New Bonds will develop or, if developed, will be maintained. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933. LEGAL MATTERS The statements made under "Description of the New Bonds," in the accompanying Prospectus as to matters of law and legal conclusions, have been prepared or reviewed by Asbury H. Gibbes, Esq., and such statements are made upon the authority of such counsel as an expert. Mr. Gibbes is General Counsel of SCANA Corporation, of which the Company is a wholly owned subsidiary. The validity of the New Bonds will be passed upon for the Company by McNair & Sanford, P.A., of Columbia, South Carolina and by Asbury H. Gibbes, Esq. of Columbia, South Carolina, and for any Underwriter by Reid & Priest, of New York, New York. Reid & Priest will rely as to all matters of South Carolina law upon the opinion of Asbury H. Gibbes, Esq. Reid & Priest, from time to time, renders legal services to the Company. At May 1, 1994, Asbury H. Gibbes, Esq., owned beneficially 3,919 shares of SCANA Corporation's Common Stock, including shares acquired pursuant to its Employee Stock Ownership Plan and shares acquired by the trustee under its Stock Purchase-Savings Program for Employees by use of contributions made by Mr. Gibbes and earnings thereon and including shares purchased by the trustee by use of Company contributions and earnings thereon. 4 No person has been authorized to give $100,000,000 any information or to make any representations in connection with this offering other than those contained in this Prospectus Supplement or the Prospectus and, if given or made, such other information and representations must not be relied upon as having been SOUTH CAROLINA authorized by the Company or the Underwriter. ELECTRIC & GAS Neither the delivery of this Prospectus COMPANY Supplement or the Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. This Prospectus Supplement and the Prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which they relate. This Prospectus Supplement and the Prospectus do not constitute an offer to sell or a solicitation of an offer to buy such securities in any circumstances First Mortgage Bonds in which such offer or solicitation is unlawful. 7.70% Series due July 15, 2004 Table of Contents Page Prospectus Supplement Use of Proceeds..................... S-2 Prospectus Supplement Selected Financial Data............. S-2 Certain Terms of the New Bonds...... S-3 Basis for Issuance of New Bonds..... S-3 Underwriting........................ S-4 Legal Matters....................... S-4 PaineWebber Incorporated Prospectus Available Information............... 2 Incorporation of Certain Documents by Reference............ 2 The Company......................... 3 Ratio of Earnings to Fixed Charges.. 3 Use of Proceeds..................... 3 Description of the New Bonds........ 3 Book-Entry System................... 10 Plan of Distribution................ 12 Experts............................. 13 Validity of the New Bonds........... 13 July 14, 1994 5 -----END PRIVACY-ENHANCED MESSAGE-----