-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N6HwANxhzIu1ZJ6Z8SlWq49a8VoirKiNUn2Gklgn9g+fuboOzf6A8/fJO27sxlDa szHBpznNZC7h4acgjliPzw== 0000898080-01-000034.txt : 20010205 0000898080-01-000034.hdr.sgml : 20010205 ACCESSION NUMBER: 0000898080-01-000034 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCANA CORP CENTRAL INDEX KEY: 0000754737 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570784499 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-09533 FILM NUMBER: 1521159 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST STREET 2: P O BOX 764 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8032179000 MAIL ADDRESS: STREET 1: MAIL CODE 051 CITY: COLUMBIA STATE: SC ZIP: 29218 POS AMC 1 0001.txt POST-EFFECTIVE AMENDMENT NO. 3 As filed with the Securities and Exchange Commission on February 1, 2001 File No. 70-9533 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549_________________________________________________ POST-EFFECTIVE AMENDMENT NO. 3 TO APPLICATION-DECLARATION ON FORM U-1 UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ------------------------------------------------- SCANA CORPORATION SOUTH CAROLINA ELECTRIC AND GAS COMPANY SOUTH CAROLINA GENERATING COMPANY, INC. SOUTH CAROLINA FUEL COMPANY, INC. SOUTH CAROLINA PIPELINE CORPORATION SCANA ENERGY MARKETING INC. SCANA ENERGY TRADING, LLC SCANA PROPANE GAS, INC. SCANA PROPANE STORAGE, INC. SERVICECARE INC. PRIMESOUTH, INC. PALMARK, INC. PALMETTO LIME, LLC SCANA RESOURCES DEVELOPMENT CORPORATION SCANA PETROLEUM RESOURCES, INC. SCANA SERVICES, INC. PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED SCANA PUBLIC SERVICE COMPANY LLC CARDINAL PIPELINE COMPANY, LLC PINE NEEDLE LNG COMPANY, LLC 1426 Main Street Columbia, South Carolina 29201 ------------------------------------------------- (Name of companies filing this statement and address of principal executive offices) SCANA CORPORATION ------------------------------------------------- (Name of top registered holding company parent) Kevin B. Marsh H. Thomas Arthur SCANA CORPORATION 1426 Main Street Columbia, South Carolina 29201 ------------------------------------------------- (Name and address of agent for service) The Commission is requested to mail copies of all orders, notices and communications to: William S. Lamb, Esq. LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 West 55th Street New York, New York 10019 SCANA Corporation ("SCANA") and the companies set forth on the cover page hereto (collectively, the "Applicants") hereby file this post-effective amendment no. 3 to the application/declaration on Form U-1, as previously amended, relating to certain financing transactions (the "Application/Declaration") under the Act in order to amend and restate Item 6 thereto. All other section of the Application/Declaration as on file with the Securities and Exchange Commission as of the date hereof remain unchanged. Item 6 of the Application/Declaration is hereby amended and restated as follows: ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS a) Exhibits Exhibit Description of Exhibit No. B-1 PSNC Indenture (filed as Exhibit 4-E-1 to PSNC Form 10-Q filed with the Commission on February 13, 1996 (File No. 1-11429) and incorporated by reference herein). D-1 North Carolina Utilities Commission Order Regarding PSNC Debt Issuances (previously filed) F-1 Opinion of Counsel F-2 "Past Tense" Opinion of Counsel (to be filed by amendment). G-1 Financial Data Schedule (previously filed) G-2 SCANA's 10-K for the year ended December 31, 1999 filed with the Commission on March 27, 2000 (File No. 1-8809) and incorporated by reference herein. G-3 SCANA's 10-Q for the period ended March 31, 2000 filed with the Commission on May 12, 2000 and amended on May 19, 2000 (File No. 1-8809) and incorporated by reference herein. 1 G-4 SCANA's 10-Q for the period ended June 30, 2000 filed with the Commission on August 11, 2000 (File No. 1-8809) and incorporated by reference herein. G-5 SCANA's 10-Q for the period ended September 30, 2000 filed with the Commission on November 14, 2000 (File No. 1-8809) and incorporated by reference herein. H-2 Proposed Form of Notice (previously filed) b) Financial Statements No. Description of Financial Statements FS-1 SCANA's Actual Consolidated Condensed Balance Sheet as of December 31, 1999 (Filed with the Commission with SCANA's 10-K for the year ended 1999 (File No. 1-8809) and incorporated by reference herein). FS-2 SCANA's Unaudited Pro Forma Condensed Consolidated Balance Sheets as of September 30, 2000 (previously filed) FS-3 SCANA's Actual Consolidated Condensed Statement of Earnings for the year ended 1999 (Filed with the Commission with SCANA's 10-K for the year ended 1999 (File No. 1-8809) and incorporated by reference herein). FS-4 SCANA's Unaudited Pro Forma Consolidated Condensed Statement of Earnings as of September 30, 2000 (previously filed) FS-5 Notes to SCANA's Unaudited Pro Forma Condensed Consolidated Financial Statements as of September 30, 2000 (previously filed) ITEM 1. INFORMATION AS TO ENVIRONMENTAL EFFECTS None of the matters that are the subject of this Application-Declaration involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in Section 102(2)(C) of the National Environmental Policy Act. None of the proposed transactions that are the subject of this Application-Declaration will result in changes in the operation of the Applicants that will have an impact on the environment. The Applicants are not aware of any federal agency which has prepared or is preparing an environmental impact statement with respect to the transactions proposed herein. 2 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Applicants have duly caused this Application-Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Dated: February 1, 2001 SCANA CORPORATION By:/s/ H. Thomas Arthur Name: H. Thomas Arthur Title: Senior Vice President and General Counsel 3 EX-5 2 0002.txt LEGAL OPINION SCANA Corporation 1426 Main Street Columbia, South Carolina 29201 February 1, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: SCANA Corporation SEC File Number File No. 70-9533 Ladies and Gentlemen: I refer to the Application/Declaration on Form U-1 (File No. 70-9533), as amended by post effective amendments as of the date hereof (the "Application/Declaration"), under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed jointly by SCANA Corporation ("SCANA") and its subsidiary companies, South Carolina Electric and Gas Company, South Carolina Generating Company, Inc, Public Service Company of North Carolina, Incorporated ("PSNC"), South Carolina Fuel Company, Inc., South Carolina Pipeline Corporation, SCANA Energy Marketing Inc., SCANA Energy Trading, LLC, SCANA Propane Gas, Inc., SCANA Propane Storage, Inc., Servicecare Inc., Primesouth, Inc., Palmark, Inc., SCANA Resources Development Corporation, SCANA Petroleum Resources, Inc. and SCANA Services, Inc. ("SCANA Services"), Palmetto Lime, LLC, SCANA Public Service Company LLC, Clean Energy Enterprises, Cardinal Pipeline Company, LLC, and Pine Needle LNG Company, LLC (the "Non-Utility Subsidiaries" and together with the Utility Subsidiaries, the "Subsidiaries"), with the Securities and Exchange Commission (the "Commission") with respect to the proposed transactions described therein (the "Proposed Transactions"). The authorization requested in the pending amendments to the Application/Declaration relates to (i) external issuances by SCANA of common stock, long-term debt, short-term debt, and other securities for cash; and (ii) issuances of debt securities (including commercial paper) by PSNC. I am Senior Vice-President and General Counsel of SCANA and, as such, I am familiar with the corporate proceedings taken by SCANA in connection with the Proposed Transactions. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such records of SCANA and its Subsidiaries and such other documents, certificates and corporate or other records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In my examination, I have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents 1 submitted to me as copies and the authenticity of the originals of such latter documents. In my capacity as general counsel, I have reviewed the order issued by the North Carolina Utilities Commission on April 14, 1999 (the "NCUC Order") authorizing, among other things, PSNC to issue up to $150,000,000 principal amount of senior unsecured debt securities, and have conferred with North Carolina counsel who has conferred directly with the legal staff at the NCUC regarding the effect of the consummation of the merger transactions between SCANA and PSNC on February 10, 2000 on the NCUC Order. The opinions expressed below with respect of the Proposed Transactions are subject to the following additional assumptions and conditions: (a) Except as otherwise specifically set forth below, any regulatory approvals required with respect to the Proposed Transactions shall have been obtained and remain in full force and effect. (b) The Proposed Transactions shall have been duly authorized and approved, to the extent required by the applicable governing corporate documents and applicable state laws and by the Board of Directors of SCANA or of the appropriate Subsidiary, as the case may be. (c) The Commission shall have duly entered an appropriate order or orders with respect to the Proposed Transactions as described in the Application/Declaration granting and permitting the Application/Declaration to become effective under the Act and the rules and regulations thereunder, and the Proposed Transactions shall have been consummated in accordance with the Application/Declaration. (d) To the extent required, registration statements with respect to the shares of SCANA common stock or PSNC debt securities to be issued in connection with the Proposed Transactions, as the case may be, shall have become effective pursuant to the Securities Act of 1933, as amended; no stop order shall have been entered with respect thereon; and the issuance of shares of SCANA common stock or PSNC debt securities, as the case may be, in connection with the Proposed Transactions shall have been consummated in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. (e) The parties shall have obtained all consents, waivers and releases, if any, required for the Proposed Transactions under all applicable governing corporate documents, contracts, agreements, debt instruments, indentures, franchises, licenses and permits. 2 (f) No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed above. Based on the foregoing I am of the opinion that, in the event the Proposed Transactions are consummated in accordance with the Application/Declaration: 1. All state laws applicable to the Proposed Transactions will have been complied with; however, we express no opinion as to the need to comply with state blue sky laws; 2. SCANA and PSNC will be validly existing as corporations under the laws of South Carolina; 3. The equity securities to be issued by SCANA in the Proposed Transactions will be validly issued, fully paid and nonassessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the applicable articles of incorporation and related documents which define such rights and privileges; 4. The various debt instruments and guarantees to be issued by SCANA PSNC as part of the Proposed Transactions indicated above will be valid and binding obligations of SCANA and PSNC in accordance with the terms of such instruments and guarantees, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting the enforceability of creditors' rights generally and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law; and 5. The consummation of the Proposed Transactions will not violate the legal rights of the holders of any securities issued by SCANA, PSNC or any associate company thereof. In addition, based on the foregoing, I am of the opinion that as of the date hereof the NCUC Order remains in effect with respect to authorization for PSNC to issue up to $150,000,000 in long-term debt. I am a member of the State Bar of South Carolina and the State Bar of Georgia and do not purport to be an expert on, nor do I opine as to, the laws of any jurisdiction other than the States of South Carolina, Georgia and, for the limited purposes of the final opinion set forth above, North Carolina, and the federal laws of the United States of America. 3 I hereby consent to the use of this opinion in connection with the Application/Declaration. Very truly yours, /s/ H. Thomas Arthur H. Thomas Arthur, Esq. 4 -----END PRIVACY-ENHANCED MESSAGE-----