-----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, nXBEIAzKW1sE9We1OzH1TvtQEYG2A02zXNcR4waCJPqzE77t3jj0IyU6ArE/5EgT ywRPluWlJulfEbfQ4aADAQ== 0000091882-95-000005.txt : 19950414 0000091882-95-000005.hdr.sgml : 19950412 ACCESSION NUMBER: 0000091882-95-000005 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950406 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH CAROLINA ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000091882 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570248695 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57955 FILM NUMBER: 95527414 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 Rule 424(b)(2) Registration Statement No. 33-57955 Prospectus Supplement (To Prospectus dated March 17, 1995) $100,000,000 South Carolina Electric & Gas Company First Mortgage Bonds 7 5/8 % Series due April 1, 2025 Interest Payable April 1 and October 1 Interest on the bonds offered hereby (the "New Bonds") is payable on April 1 and October 1, commencing October 1, 1995. The New Bonds will be redeemable, at the option of the Company, on or after April 1, 2005, at the redemption prices set forth herein. Registered holders may elect to have the New Bonds, or any portion thereof that is an integral multiple of $1,000, repaid on April 1, 2005, at the principal amount thereof together with interest payable to the date of repayment. Notice of such election, which will be irrevocable, must be delivered within the period commencing February 1, 2005 and ending at the close of business on March 1, 2005. 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................ 100% .650% 99.350% Total................... $100,000,000 $650,000 $99,350,000 (1) Plus accrued interest from April 1, 1995. (2) See "Underwriting." (3) Before deducting expenses estimated at $150,000, 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 April 12, 1995. PaineWebber Incorporated The date of this Prospectus Supplement is April 5, 1995. 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- and long-term debt incurred for the financing of the Company's construction program and general corporate purposes. SELECTED FINANCIAL DATA Twelve Months Ended December 31, December 31, 1994 1993 (Thousands of Dollars, Except Ratios) (Unaudited) Consolidated Statements of Income Data: Operating Revenues.................... $1,181,274 $1,118,433 Operating Income...................... 230,418 219,319 Income Before Interest Charges........ 237,689 225,904 Interest Charges...................... 85,646 79,936 AFC (includes allowance for both equity and borrowed funds).......... 14,893 12,782 Deferred Return on Plant Investment... 4,246 4,246 Net Income............................ 152,043 145,968 Ratio of Earnings to Fixed Charges (1).. 3.46 3.57 Net Utility Plant....................... 2,998,132 2,687,193 As of December 31, 1994 Actual Percentage Adjusted(2) Percentage(2) (Thousands of Dollars, Except Percentages) (Unaudited) Capitalization: Long-Term Debt (3)......... $1,219,991 50.2% $1,319,991 52.2% Cumulative Preferred Stock (not subject to purchase or sinking funds)........ 26,027 1.1 26,027 1.0 Cumulative Preferred Stock (subject to purchase or sinking funds)(4)........ 49,528 2.0 49,528 2.0 Common Stock Equity........ 1,133,432 46.7 1,133,432 44.8 Total.................... $2,428,978 100.0% $2,528,978 100.0% (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 $33,042,000. (4) Excludes current portion of preferred stock of $2,418,000.
S-2 CERTAIN TERMS OF THE NEW BONDS The First Mortgage Bonds, 7 5/8% Series due April 1, 2025 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 April 1, 1995 at the rate shown in their title, payable semi-annually on April 1 and October 1 of each year commencing on October 1, 1995, to holders of record on the preceding March 15 and September 15, respectively, and will mature April 1, 2025. The principal and interest are payable at the office or agency of the Company in Atlanta, Georgia (currently, 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 April 1, 2005. On and after that date, the New Bonds will be redeemable, at the option of the Company, as a whole at any time or in part from time to time on at least 30 days' notice, at a redemption price (expressed as a percentage of principal amount) of 102% if redeemed prior to April 1, 2010, and 100% if redeemed on or after such date, in each case together with accrued interest to the date fixed for redemption. Repayment at Option of Holder The New Bonds will be repayable on April 1, 2005, at the option of their registered holders, at 100% of their principal amount together with interest payable to the date of repayment. In order for a New Bond to be repaid on April 1, 2005, the Company must receive at its office or agency in Atlanta, Georgia (currently, the Trustee), within the period commencing on February 1, 2005 and ending at the close of business on March 1, 2005 (or, if such March 1 is not a business day, the next succeeding business day), such New Bond with the form entitled "Option to Elect Repayment" on the reverse of, or otherwise accompanying, such New Bond duly completed. Any such election so received by the Company within such period shall be irrevocable. The repayment option may be exercised by the registered holder of a New Bond for less than the entire principal amount of such New Bond provided the principal amount which is to be repaid is equal to $1,000 or an integral multiple of $1,000. All questions as to the validity, eligibility (including time of receipt) and acceptance of any New Bond for repayment will be determined by the Company, whose determination will be final and binding. 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 $185,000,000 of additional Bonds on the basis of a like principal amount of Class A Bonds held by the Trustee and available for such purpose. See "Description of the New Bonds" in the accompanying Prospectus. S-3 UNDERWRITING Subject to the terms and conditions of the Underwriting Agreement with the Company, PaineWebber Incorporated (the "Underwriter") has agreed to purchase the $100,000,000 principal amount of 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, as amended. S-4 PROSPECTUS $200,000,000 SOUTH CAROLINA ELECTRIC & GAS COMPANY First Mortgage Bonds South Carolina Electric & Gas Company (the "Company") may offer and sell, from time to time or at one time, up to $200,000,000 aggregate principal amount of its First Mortgage Bonds (the "New Bonds"). The New Bonds may be offered as one or more series, to be determined at the time of offering. Each series of the New Bonds will be offered on terms to be determined by market conditions at the time of offering. The aggregate principal amount, maturity, interest rate (or method of calculating such rate), interest accrual date, interest payment dates and related record dates, optional redemption and sinking fund provisions, if any, authorized denominations, applicability of provisions for book-entry transfers and payments, if any, offering price, proceeds to the Company and other particular terms of each series of the New Bonds and of their offering will be set forth in an accompanying Prospectus Supplement or a supplement thereto with respect to such series (collectively the "Prospectus Supplement"). 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. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The New Bonds may be sold directly or through agents, underwriters or dealers designated from time to time. See "Plan of Distribution." If any agents of the Company or any underwriters are involved in the sale of the New Bonds in respect of which this Prospectus is being delivered, the names of such agents or underwriters and any applicable discounts or commissions with respect to such New Bonds will also be set forth in the Prospectus Supplement. The date of this Prospectus is March 17, 1995. 1 IN CONNECTION WITH THIS OFFERING, ANY 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 STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION South Carolina Electric & Gas Company (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street NW, Washington, D. C. 20549, and at the Commission's Regional Offices at Seven World Trade Center, Suite 1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can also be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street NW, Washington, D. C. 20549, at prescribed rates. All of the Company's issued and outstanding Common Stock, $4.50 par value, is held, beneficially and of record, by SCANA Corporation ("SCANA"). The Company's 5% Series Cumulative Preferred Stock and SCANA's Common Stock, without par value, are listed on the New York Stock Exchange (the "NYSE"), and such reports, proxy material and other information concerning the Company and SCANA may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the year ended December 31, 1994 ("Form 10-K") filed with the Commission by the Company pursuant to the Exchange Act (File No. 1-3375), is incorporated herein by reference. All documents filed by the Company pursuant to 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 the offering or offerings hereunder shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from their respective date of filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents. Written or telephone requests for such copies should be directed to H. John Winn, III, Manager-Investor Relations and Shareholder Services, SCANA Corporation, Columbia, South Carolina 29218, telephone number (803) 748-3240. THE COMPANY The Company, a wholly-owned subsidiary of SCANA, is a regulated utility engaged in the generation, transmission, distribution and sale of electricity and in the purchase and sale at retail of natural gas in South Carolina. The Company also renders urban bus service in the metropolitan areas of Columbia and Charleston, South Carolina. The Company's electric service area covers over 15,000 square miles and extends into 24 counties in central, southern and southwestern portions of South Carolina. The service area for natural gas encompasses all or part of 29 counties of the 46 counties in South Carolina. The total population of the Company's combined electric and gas service area is approximately 2.3 million. The Company is a South Carolina corporation organized in 1924 and has its principal executive offices at 1426 Main Street, Columbia, South Carolina 29201, telephone number (803) 748- 3000. 2 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the Company's historical ratio of earnings to fixed charges for each of the periods presented: Years Ended December 31, 1994 1993 1992 1991 1990 3.46 3.57 2.73 3.32 3.33 For purposes of this ratio, earnings represent net income plus income taxes and fixed charges. Fixed charges represent interest charges and the estimated interest portion of annual rentals. USE OF PROCEEDS The net proceeds from the sale of the New Bonds may be used for general corporate purposes, including the financing of the Company's construction program and the reduction of short-term indebtedness incurred for such purposes and to refinance senior securities. DESCRIPTION OF THE NEW BONDS General The New Bonds will be issued in one or more series as fully registered bonds under an Indenture, dated as of April 1, 1993, between the Company and NationsBank of Georgia, National Association, as trustee (the "Trustee"), as it may be supplemented by one or more supplemental indentures relating to the New Bonds (the "Mortgage"). The New Bonds and all other debt securities issued under the Mortgage are collectively referred to herein as the "Bonds." The summaries under this heading do not purport to be complete and are subject to the detailed provisions of the Mortgage, a copy of which is included as an exhibit to the Registration Statement of which this Prospectus is a part. Capitalized terms used under this heading which are not otherwise defined in this Prospectus have the meanings ascribed thereto in the Mortgage. Whenever particular provisions of the Mortgage or terms defined therein are referred to, such statements are qualified in their entirety by such reference. References to article and section numbers herein, unless otherwise indicated, are references to article and section numbers of the Mortgage. Reference is made to the Prospectus Supplement for a description (if different from those set forth hereinafter under the captions "Payment of Bonds; Transfers; Exchanges" and "Redemption") of the following terms of the series of New Bonds in respect of which this Prospectus is being delivered: (i) the title of such Bonds; (ii) the limit, if any, upon the aggregate principal amount of such Bonds; (iii) the date or dates on which the principal of such Bonds will be payable; (iv) the rate or rates at which such Bonds will bear interest, if any (or the method or methods of calculating such rate or rates); the date or dates from which such interest will accrue; the dates on which such interest will be payable ("Interest Payment Dates"); the record dates for the interest payable on such Interest Payment Dates; (v) the option, if any, of the Company to redeem such Bonds and terms and conditions upon which such Bonds may be redeemed; (vi) the obligation, if any, of the Company to redeem or purchase such Bonds pursuant to any sinking fund or analogous provisions or at the option of the Holder (hereinafter defined) and the terms and conditions upon which such Bonds will be redeemed or purchased pursuant to such obligation; (vii) the denominations in which such Bonds will be issuable; (viii) whether such Bonds are to be subject in whole or in part to a book-entry system of transfers and payments; and (ix) any other particular terms of such Bonds and of their offering. 3 Payment of Bonds; Transfers; Exchanges With respect to Book-Entry Bonds, as hereinafter defined, representing beneficial interests in the New Bonds, reference is made to "Book-Entry System" for a description of the rights of the owners of such beneficial interests. Except as may be provided in the Prospectus Supplement, interest, if any, on each New Bond payable on each Interest Payment Date will be paid to the person in whose name such New Bond shall be registered (the registered holder of any Bond being hereinafter called a "Holder") as of the close of business on the record date relating to such Interest Payment Date; provided, however, that interest payable at maturity (whether at stated maturity, upon redemption or otherwise, hereinafter "Maturity") will be paid to the person to whom principal is paid. (Section 207) Principal of, and premium, if any, and interest on, the New Bonds will be payable at the office or agency of the Company in Atlanta, Georgia (currently, the Trustee). The Prospectus Supplement identifies any other Place of Payment and any other Paying Agent. The Company may change the place at which the New Bonds will be payable, may appoint one or more additional Paying Agents (including the Company) and may remove any Paying Agent, all at its discretion. (Section 702) Transfer of the New Bonds may be registered, and New Bonds may be exchanged for other New Bonds of the same series, of authorized denominations (which, unless otherwise stated in the Prospectus Supplement, will be $1,000 and any integral multiple thereof) and of like tenor and aggregate principal amount, at the office or agency of the Company in Atlanta, Georgia (currently, the Trustee). The Company may change the place for registration of transfer of the New Bonds, may appoint one or more additional Security Registrars (including the Company) and may remove any Security Registrar, all at its discretion. The Prospectus Supplement identifies any additional place for registration of transfer and any additional Security Registrar. Except as otherwise provided in the Prospectus Supplement, no service charge will be made for any transfer or exchange of the New Bonds, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the New Bonds. (Sections 202 and 205) Redemption Any terms for the optional or mandatory redemption of the New Bonds are set forth in the Prospectus Supplement. Except as shall otherwise be provided therein, the New Bonds will be redeemable only upon notice by mail not less than 30 days prior to the date fixed for redemption, and, if less than all the New Bonds of a series are to be redeemed, the particular New Bonds to be redeemed will be selected by such method as shall be provided for any particular series, or in the absence of any such provision, by such method as the Security Registrar deems fair and appropriate. (Sections 903 and 904) Any notice of redemption, at the option of the Company, may state that such redemption shall be conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, upon such redemption and that, if such money has not been so received, such notice will be of no force and effect and the Company will not be required to make such redemption. (Section 904) 4 Security General. The New Bonds, equally and ratably with all other Bonds issued under the Mortgage, will be secured by (i) a like principal amount of non-interest bearing first mortgage bonds (the "Class A Bonds") issued under the Company's Indenture, dated as of January 1, 1945 (the "Class A Mortgage") to Chemical Bank, successor to Central Hanover Bank and Trust Company, as trustee (the "Class A Trustee"), and delivered to the Trustee under the Mortgage, and (ii) the lien of the Mortgage on the Mortgaged Property (hereinafter defined), which lien is junior to the lien of the Class A Mortgage. As discussed under "The Class A Mortgage--Security," the Class A Mortgage constitutes, subject to certain exceptions, a first mortgage lien on substantially all of the public utility properties of the Company. Following a merger or consolidation of another corporation into the Company, the Company may, provided certain conditions set forth in the Mortgage are satisfied, deliver to the Trustee bonds issued under an existing mortgage on the properties of such other corporation in lieu of or in addition to Class A Bonds. In such event, the Bonds would be secured, additionally, by such bonds (which would become Class A Bonds) and by the lien of the Mortgage on the properties of such other corporation, subject to such existing mortgage, which lien would be junior to the liens of such existing mortgage (which would become a Class A Mortgage) and the Class A Mortgage. (Section 1206) When no Class A Bonds are outstanding under a Class A Mortgage except for Class A Bonds held by the Trustee, then, at the request of the Company and subject to the satisfaction of certain conditions, the Trustee will surrender such Class A Bonds for cancellation and the related Class A Mortgage will be satisfied and discharged. In such event, the lien of such Class A Mortgage on the Company's property will cease to exist and the Mortgage will constitute, subject to certain exceptions, a first mortgage lien on the Mortgaged Property. (Section 1207) Class A Bonds. The Class A Bonds will be registered in the name of the Trustee and will be owned and held, subject to the provisions of the Mortgage, for the benefit of the Holders of all of the Bonds Outstanding from time to time. The Company will have no interest in the Class A Bonds designated as the basis for authentication and delivery of Bonds. (Section 1201) The Trustee may not sell, assign or otherwise transfer any Class A Bonds which have been designated as the basis for the authentication and delivery of Bonds, except to a successor trustee. At the time any Bonds which have been authenticated and delivered upon the basis of Class A Bonds shall cease to be Outstanding, the Company may request the Trustee to surrender for cancellation an equal principal amount of such Class A Bonds. (Sections 1203 and 1204) Lien of the Mortgage. The properties subject to the lien of the Mortgage (the "Mortgaged Property") are substantially all of the properties of the Company used in the generation, purchase, transmission, distribution and sale of electric energy, together with any other property which the Company may hereafter elect to subject to such lien. The Mortgaged Property is also subject to the prior first mortgage lien of the Class A Mortgage. Until such time as the Class A Mortgage shall have been discharged, the New Bonds will have the benefit of the lien of the Class A Mortgage on such Mortgaged Property, to the extent of the aggregate principal amount of Class A Bonds designated as the basis for the authentication and delivery of Bonds held by the Trustee. (Granting Clauses and Article Twelve) The lien of the Mortgage is also subject to liens on after- acquired property existing at the time of acquisition and to Permitted Liens, which include tax liens, mechanics', materialmen's and similar liens and certain employees' liens, in each case, which are not delinquent and which are being contested, certain judgment liens, easements, reservations and rights of others (including governmental entities) in, and defects of title to, the Mortgaged Property which do not materially impair its use by the Company, certain leases and certain other liens and encumbrances. (Granting Clauses and Section 101) 5 There are excepted from the lien of the Mortgage, among other things, cash and securities not held under the Mortgage; contracts, leases and other agreements, bills, notes and other instruments, receivables, claims, certain intellectual property rights and other general intangibles; automotive and similar vehicles, movable equipment, and railroad, marine and flight equipment; all goods, stock in trade, wares and merchandise held for sale in the ordinary course of business; fuel (including nuclear fuel assemblies), materials, supplies and other personal property consumable in the operation of the Company's business; portable equipment; furniture and furnishings; computers, machinery and equipment used exclusively for corporate administrative or clerical purposes; electric energy, gas and other products generated, produced or purchased; substances mined, extracted or otherwise separated from the land and all rights thereto, leasehold interests; and, with certain exceptions, all property which is located outside of the State of South Carolina or Columbia County, Georgia. (Granting Clauses) The Mortgage contains provisions subjecting (with certain exceptions and limitations and subject to the prior lien of the Class A Mortgage) after-acquired electric utility property to the lien thereof. (Granting Clauses) The Mortgage provides that the Trustee will have a lien, prior to the lien on behalf of the holders of the Bonds, upon the Mortgaged Property, for the payment of its compensation and expenses. (Section 1607) Issuance of Bonds The maximum principal amount of Bonds which may be issued under the Mortgage is unlimited. (Section 201) Bonds of any series may be issued from time to time on the basis of, and in an aggregate principal amount not exceeding: (i) the aggregate principal amount of Class A Bonds issued and delivered to the Trustee and designated by the Company as the basis for such issuance; (ii) 70% of the amount of Unfunded Net Property Additions (generally, Property Additions (net of retirements) which are not subject to the lien of the Class A Mortgage and which have not been made or deemed to have been made the basis of the authentication and delivery of Bonds or used for other purposes under the Mortgage); (iii) the aggregate principal amount of Retired Securities; and (iv) cash deposited with the Trustee. (Sections 301 and 302 and Articles Four, Five and Six) Property Additions, generally, include any Mortgaged Property which the Company may elect to designate as such, except (with certain exceptions) goodwill, going concern value rights, intangible property or any property the cost of acquisition or construction of which is properly chargeable to an operating expense account of the Company. (Section 104) Since the Mortgaged Property is subject to the lien of the Class A Mortgage, the Company will issue the New Bonds on the basis of Class A Bonds and the amount of Bonds it may issue on such basis will be limited by the amount of Class A Bonds which may be issued under the Class A Mortgage. See "The Class A Mortgage - Issuance of Additional Bonds." With certain exceptions in the case of Bonds issued pursuant to (i) and (iii) above, the issuance of Bonds is subject to Adjusted Net Earnings of the Company for 12 consecutive months within the preceding 18 months being at least twice the Annual Interest Requirements on all Bonds at the time outstanding, the Bonds then applied for and all outstanding Class A Bonds other than Class A Bonds held by the Trustee under the Mortgage. (Sections 103, 301, 302 and 501) Release of Property Property may be released from the lien of the Mortgage either upon the basis of an equal amount of Unfunded Net Property Additions or upon the basis of the deposit of cash or a credit for Retired Securities and certain other obligations. Property may also be released upon the basis of its release under the Class A Mortgage. (Article Ten) 6 Withdrawal of Cash Cash deposited as the basis for the issuance of Bonds and cash representing payments in respect of Class A Bonds designated as the basis for the issuance of Bonds may be withdrawn upon the basis of (i) Unfunded Net Property Additions in an amount equal to ten-sevenths of such cash, (ii) an equal amount of Retired Securities or (iii) an equal amount of Class A Bonds not then designated as the basis for the issuance of Bonds or the withdrawal of cash. (Sections 601 and 1202) Any other cash (with certain exceptions) may (i) be withdrawn upon the basis of (a) an equal amount of Unfunded Net Property Additions, or (b) ten-sevenths of the amount of Retired Securities, or (ii) be applied to (a) the purchase of Bonds (at prices not exceeding ten-sevenths of the principal amount thereof) or (b) the redemption or payment at Stated Maturity of Bonds. (Sections 601, 706(b) and 1005) Modification of Mortgage Except for modifications which will not have a material adverse effect upon the interests of the Holders of the Bonds, the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds (or if only certain series would be affected, the Outstanding Bonds of such series) is required for the purpose of amending the Mortgage; provided, however, that no such amendment may, without the consent of the Holder of each Outstanding Bond directly affected thereby, (i) change the Stated Maturity of the principal of or interest on such Bond, or reduce the principal amount thereof or the rate of interest thereon, or (ii) permit the creation of a lien prior to the lien of the Mortgage on substantially all of the Mortgaged Property or otherwise deprive such Holders of the security of the lien of the Mortgage. (Section 1702) Events of Default Each of the following events constitutes an Event of Default under the Mortgage: (i) failure to make payments of principal or premium within three days, or interest within 60 days, after the same shall become due and payable; (ii) failure to perform or breach of any other covenant or warranty for a period of 90 days after notice; (iii) certain events involving insolvency, receivership and bankruptcy; and (iv) the occurrence of a default under any Class A Mortgage. (Section 1101) If an Event of Default should occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Bonds then Outstanding may declare the principal amount of all of the Outstanding Bonds to be immediately due and payable. At any time after such declaration of maturity, but before the sale of any of the Mortgaged Property and before a judgment or decree for payment of money shall have been obtained by the Trustee, the Event of Default giving rise to such declaration of acceleration will be deemed to have been waived, and such declaration and its consequences will be deemed to have been rescinded and annulled, if the Company shall have paid all amounts then due and payable with respect to the Outstanding Bonds (other than principal due and payable solely because of the acceleration of their maturity) and any other Event of Default (other than the payment of principal which shall have become due solely by such declaration of acceleration) shall have been cured or waived. (Sections 1102 and 1117) The Holders of a majority in principal amount of the Outstanding Bonds may direct the time, method and place of conducting any proceeding for the enforcement of the Mortgage available to the Trustee or exercising any trust or power conferred on the Trustee. No Holder of any Bond shall have any right to institute any proceeding with respect to the Mortgage, or for the appointment of a receiver or for any other remedy thereunder, unless (i) such Holder shall previously have given to the Trustee written notice of an Event of Default, (ii) the Holders of not less than a majority in principal amount of Outstanding Bonds shall have tendered to the Trustee reasonable indemnity against costs and liabilities and requested that the Trustee take action, (iii) the Trustee shall have declined to take action and (iv) no inconsistent direction shall have been given by the Holders of a majority in principal amount of Outstanding Bonds; provided, however, that each Holder of a Bond shall have the right to enforce payment of such Bond when due. (Sections 1111, 1112 and 1116) 7 In addition to the rights and remedies provided in the Mortgage, the Trustee may exercise any right or remedy available to the Trustee in its capacity as the owner and holder of Class A Bonds which arises as a result of a default under the Class A Mortgage. (Section 1119) Evidence of Compliance The Trust Indenture Act requires that the Company give to the Trustee, not less often than annually, a brief report as to the Company's compliance with the conditions and covenants under the Mortgage. (Article Eight) Relationship with the Trustee The Trustee is a subsidiary of NationsBank Corporation, a multistate bank holding company. Several banking subsidiaries of the holding company have at various times, pursuant to lines of credit, made loans to the Company in the ordinary course of business. Such subsidiaries and investment banking subsidiaries of the holding company have also rendered various types of services to the Company, including serving as trustee under the decommissioning trust for the Company's nuclear generating station. Hugh M. Chapman, a director of the Company and its parent, SCANA Corporation, is Chairman and an executive officer of the Trustee, an affiliate of NationsBank Corporation. The Class A Mortgage General. The summaries under this heading do not purport to be complete and are subject to the detailed provisions of the Class A Mortgage, a copy of which is included as an exhibit to the Registration Statement of which this Prospectus is a part. Capitalized terms used under this heading which are not otherwise defined in this Prospectus shall have the meanings ascribed thereto in the Class A Mortgage. Whenever particular provisions of the Class A Mortgage or terms defined therein are referred to in this section, such provisions or definitions are qualified in their entirety by such reference. References to article and section numbers herein, unless otherwise indicated, are references to article and section numbers of the Class A Mortgage. Security. The Class A Bonds will be secured, equally and ratably with all other bonds heretofore or hereafter issued under the Class A Mortgage, by a direct lien (which is a first lien except as set forth below) on substantially all of the Company's fixed property and franchises used or useful in its public utility businesses (except cash, securities, contracts and accounts receivable, materials and supplies, natural gas, oil, certain minerals and mineral rights and certain other assets) now owned by the Company; subject, however (i) to excepted encumbrances and (ii) to the fact that titles to certain properties are subject to reservations and encumbrances such as are customarily encountered in the public utility business and which do not materially interfere with their use. The Class A Mortgage contains provisions for the subjection (with certain exceptions and limitations) of after-acquired property of the Company to the lien thereof. (Granting Clauses) The Class A Mortgage prohibits the acquisition by the Company of property subject to prior liens if, following such acquisition, prior lien bonds would exceed 15% of the aggregate of outstanding bonds unless the principal amount of indebtedness secured by such prior liens does not exceed 60% of the cost of such property to the Company and unless, in certain cases, the net earnings of such property meet certain tests. (Section 7.05) The Class A Trustee has a lien, prior to the lien on behalf of the holders of bonds, upon the property subject to the lien thereof for payment of its reasonable compensation and expenses and for indemnification against certain liabilities. (Section 16.10) 8 Issuance of Additional Bonds. The principal amount of bonds which may be secured by the Class A Mortgage is limited to $1,500,000,000, but such limitation may be increased by a supplemental indenture or indentures without the consent of bondholders or stockholders. (Section 2.01 and Forty-ninth Supplemental Section 1.04) Additional bonds may from time to time be issued on the basis of (i) 60% of unfunded net property additions, (ii) deposit of cash or (iii) retirement of bonds. With certain exceptions in the case of (iii) above, the issuance of bonds is subject to the limit that net earnings for 12 consecutive months out of the preceding 15 months be at least twice the annual interest requirements on all bonds to be outstanding and all prior lien bonds. Cash deposited with the Class A Trustee pursuant to (ii) above may be withdrawn in an amount equal to the principal amount of bonds which the Company is then entitled to have authenticated and delivered or may be applied to the purchase or redemption of bonds. (Section 1.03 and Articles IV, V and VI) At December 31, 1994 unfunded net property additions were approximately $465.0 million, sufficient to permit the issuance of approximately $279.0 million principal amount of bonds under the Class A Mortgage. No retirement credits were available at December 31, 1994. The Class A Bonds which are to be the basis of the issuance of Bonds will be issued on the basis of unfunded net property additions. Sinking Fund. The Company shall, on or before June 1 in each year, deposit with the Class A Trustee as a "sinking fund requirement" an amount equal to 1% of the aggregate principal amount of bonds (other than bonds authenticated on the basis of retirements of other bonds and certain retired bonds). Payment of the sinking fund requirement may be made in cash or bonds. After the holders of all outstanding bonds of all series created prior to the 1997 Series bonds shall have consented thereto, or all such bonds shall have been retired, the sinking fund requirement may also be satisfied by certifying to the Class A Trustee unfunded net property additions in an amount equal to 166 2/3% of the portion of the sinking fund requirement being satisfied. Any cash deposited may be applied to the purchase or redemption of bonds of any series or may be withdrawn by the Company against deposit of bonds. (Section 2.12, Second Supplemental, Section 2, Third through Fifth, Seventh through Eleventh, Thirteenth through Fifty-second Supplementals, Section 1.03, and Sixth and Twelfth Supplementals, Section 2.03) Maintenance and Replacement Fund. The Company is required either (i) to make expenditures on the mortgaged property for maintenance, renewals and replacements, (ii) to certify to the Class A Trustee unfunded net property additions or (iii) to deposit cash or bonds in amounts equal to the greater of (a) 15% of "gross operating revenues derived by the Company" during such period "from the mortgaged and pledged property" (other than certain property) after deducting from such revenues the cost of electric energy, gas and steam purchased for resale or (b) 4% of the principal amount of bonds outstanding, computed cumulatively at the end of each year. To the extent that such expenditures at any time exceed the greater of (a) or (b) above, cash or bonds so deposited may be withdrawn and net property additions so certified may be made available for other purposes of the Class A Mortgage. Cash so deposited may be withdrawn as above described or against the certification of unfunded net property additions or the deposit of bonds and, if in excess of certain amounts and not so withdrawn within two years, shall, except in certain circumstances, be used for the redemption or purchase of bonds having the earliest date of maturity. (Sections 7.07 and 10.05) Events of Default; Concerning the Trustee. The following events constitute defaults under the Class A Mortgage: failure to make payments of principal and interest; failure to make any sinking fund or purchase fund payment; certain events involving insolvency, receivership and bankruptcy; and failure to perform certain covenants or agreements. Certain of such events become defaults only after the lapse of prescribed periods of time and/or notice from the Trustee. (Section 11.01) The Company is required by the Trust Indenture Act to furnish the Class A Trustee with periodic evidence as to the absence of defaults and as to compliance with the terms of the Class A Mortgage. 9 The Class A Mortgage provides that, upon the occurrence of a default, the Class A Trustee or the holders of not less than 20% in principal amount of outstanding bonds may declare the principal of all outstanding bonds immediately due and payable but that, upon the curing of any such default, the holders of a majority in principal amount of outstanding bonds may rescind such declaration and waive such default and its consequences. (Section 11.05) The holders of a majority in principal amount of outstanding bonds may direct the time, method and place of conducting any proceeding for the enforcement of the Class A Mortgage. (Section 11.12) No holder of any bond shall have any right to institute any proceeding with respect to the Class A Mortgage unless (i) such holder shall previously have given to the Class A Trustee written notice of a default, (ii) the holders of not less than 20% in principal amount of outstanding bonds shall have tendered to the Class A Trustee indemnity against costs and liabilities and requested the Class A Trustee to take action, (iii) the Class A Trustee shall have declined to take action and (iv) no inconsistent direction shall have been given by the holders of a majority in principal amount of outstanding bonds; provided, however, that each holder of a bond shall have the right to enforce payment of such bond when due. (Section 11.14) Miscellaneous. Property subject to the lien of the Class A Mortgage may (subject to certain exceptions and limitations contained therein) be released only upon the substitution of cash, divisional bonds, bonds authenticated under the Class A Mortgage or certain other property. (Article X) Section 2.01 of the Fifty-second Supplemental Indenture provides that, at the earlier of (i) such date as no bonds created prior to the bonds of the 10 1/2% Series due May 1, 1990 shall remain outstanding or (ii) such date as the holders of all then outstanding bonds created prior to such bonds of the 10 1/2% Series due May 1, 1990 shall have consented thereto, Article XVII of the Class A Mortgage shall be amended so as to permit amendments of the Class A Mortgage with the consent of the holders of 66 2/3% in principal amount of bonds then outstanding. No further consent from the holders of such 10 1/2% Series due May 1, 1990 or of any other series thereafter created will be required. Similar provisions are contained in Section 2.01 of the Twenty-third through Fifty-first Supplemental Indentures and are expected to be contained in all subsequent supplemental indentures. Amendment of the Class A Mortgage The Mortgage provides that, if the holders of the Class A Bonds should be requested to do so, the Trustee, as such a holder, will vote to amend the Class A Mortgage to conform certain of its provisions to those of the Mortgage, including (i) the elimination of the maintenance and replacement fund and the sinking fund and the utilization of unfunded net property additions previously applied in satisfaction thereof as a basis for the issuance of bonds; (ii) the issuance of bonds in a principal amount equal to 70% of unfunded net property additions instead of 60%; and (iii) the conformance of the interest coverage requirements for the issuance of bonds to those of the Mortgage. The Mortgage also provides that, with respect to any other amendments to the Class A Mortgage, the Trustee will vote proportionately with what it reasonably believes will be the vote of the holders of all other Class A Bonds; provided, however, that the Trustee will not so vote in favor of any such other amendment which, if it were an amendment of the Mortgage, would require the consent of Holders of the Bonds as described under "Modification of Mortgage," without the prior consent of Holders of Bonds which would be required for such an amendment or modification of the Mortgage. (Mortgage, Section 12.05) 10 BOOK-ENTRY SYSTEM If so provided in the Prospectus Supplement, except under the circumstances described below, the New Bonds will be issued as one or more global Bonds (each a "Global Bond"), each of which will represent beneficial interests in the New Bonds (each such beneficial interest in a Global Bond being called a "Book-Entry Bond"), and such Global Bonds will be deposited with, or on behalf of, The Depository Trust Company, New York, New York ("DTC"), or such other depository as may be subsequently designated (the "Depository") relating to such New Bonds, and registered in the name of a nominee of the Depository. So long as the Depository, or its nominee, is the registered owner of a Global Bond, such Depository or such nominee, as the case may be, will be considered the owner of such Global Bond for all purposes under the Mortgage, including notices and voting. Payments of principal of, and premium, if any, and interest on, the Global Bond will be made to the Depository or its nominee, as the case may be, as the registered owner of such Global Bond. Except as set forth below, owners of beneficial interest in a Global Bond will not be entitled to have any individual New Bonds registered in their names, will not receive or be entitled to receive physical delivery of any New Bonds and will not be considered the owners of New Bonds under the Mortgage. Accordingly, each person holding a beneficial interest in a Global Bond must rely on the procedures of the Depository and, if such person is not a Direct Participant (hereinafter defined), on procedures of the Direct Participant through which such person holds its interest, to exercise any of the rights of the registered owners of the New Bonds. The following information concerning DTC and DTC's book-entry system has been obtained from sources that the Company believes to be reliable, but neither the Company nor any underwriter takes any responsibility for the accuracy thereof. DTC will act as securities depository for the Global Bonds. The Global Bonds will be issued as fully-registered securities registered in the name of CEDE & Co. (DTC's partnership nominee). One fully- registered New Bond certificate will be issued for each issue of the New Bonds each in the aggregate principal amount of such issue and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $150 million, one certificate will be issued with respect to each $150 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue. 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 Exchange Act. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in 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 ("Direct Participants"). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. 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 Participants are on file with the Commission. 11 Purchases of the New Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the New Bonds on DTC's records. The ownership interest of each actual purchaser of each New Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmations from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners entered into the transactions. Transfers of ownership interests in the New Bonds 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 New Bonds, except in the event that use of the book-entry system for the New Bonds is discontinued. To facilitate subsequent transfers, all New Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, CEDE & Co. The deposit of New Bonds with DTC and their registration in the name of CEDE & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the New Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such New Bonds are credited, which may or may not be the Beneficial Owners. The 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. If the New Bonds are redeemable prior to the maturity date, redemption notices shall be sent to CEDE & Co. If less than all of the New Bonds 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. will consent or vote with respect to the New Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Company 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 New Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the New Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the date on which interest is payable in accordance with their respective holdings shown on DTC's records, unless DTC has reason to believe that it will not receive payment on such payment date. 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, the Trustee or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Company and the Trustee. Disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing services as securities depository with respect to the New Bonds at any time by giving reasonable notice to the Company and the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, New Bonds in certificated form are required to be printed and delivered. The Company may decide to discontinue use of the system of book- entry transfers through DTC (or a successor securities depository). In that event, New Bonds in certificated form will be delivered. 12 Neither the Company 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 (i) the accuracy of any records maintained by the Depository or any Participant; (ii) the payment by the Depository or any Participant of any amount due to any Beneficial Owner in respect of the principal amount or purchase price or redemption price of, or interest on, any New Bond; (iii) the delivery of any notice by the Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the New Bonds; or (v) any other action taken by the Depository or any Participant. PLAN OF DISTRIBUTION The Company may offer the New Bonds in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. Each Prospectus Supplement with respect to New Bonds will set forth the terms of the offering of the New Bonds covered thereby and the proceeds to the Company from the sale thereof, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are utilized, the New Bonds being sold to them will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The New Bonds may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to the New Bonds being offered will be named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. Any underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent, and that the underwriters will be obligated to purchase all of the New Bonds to which such underwriting agreement relates if any are purchased. The Company may agree to indemnify any underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended (the "Act"). The New Bonds may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the New Bonds in respect of which this Prospectus is being delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. EXPERTS The statements made under "Description of the New Bonds," 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 a Senior Vice President and General Counsel and a full-time employee of SCANA Corporation. The consolidated financial statements and related financial statement schedules incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference and has been so incorporated in reliance upon the report of such firm, given upon their authority as experts in accounting and auditing. 13 VALIDITY OF THE NEW BONDS 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 underwriters by Reid & Priest LLP, of New York, New York. Reid & Priest LLP will rely as to all matters of South Carolina law upon the opinion of Asbury H. Gibbes, Esq. Reid & Priest LLP, from time to time, renders legal services to the Company. At December 31, 1994, Asbury H. Gibbes, Esq., owned beneficially 4,399 shares of SCANA Corporation's Common Stock, including shares acquired by the trustee under its Stock Purchase-Savings Program by use of contributions made by Mr. Gibbes and earnings thereon and including shares purchased by such trustee by use of SCANA contributions and earnings thereon. 14 No person has been authorized to $100,000,000 give 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 representa- tions must not be relied upon as SOUTH CAROLINA having been authorized by the Company ELECTRIC & GAS or the Underwriter. Neither the COMPANY delivery of this Prospectus 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 in which First Mortgage Bonds, such offer or solicitation is unlawful. 7 5/8 % Series due April 1, 2025 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 Prospectus Available Information............... 2 Incorporation of Certain Documents by Reference............ 2 The Company......................... 2 Ratio of Earnings to Fixed Charges.. 3 Use of Proceeds..................... 3 PaineWebber Incorporated Description of the New Bonds........ 3 Book-Entry System................... 11 Plan of Distribution................ 13 Experts............................. 13 Validity of the New Bonds........... 14 April 5, 1995 15 -----END PRIVACY-ENHANCED MESSAGE-----