-----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, Q14WfP1ETvIMBQQKZRtv4fjfj+8p7LZsVawli9V+QA+sZL12nPeNYvvcTIG7Pszx 7VhlNjTCEBXaySt+rNMWsg== 0000091882-97-000002.txt : 19970411 0000091882-97-000002.hdr.sgml : 19970411 ACCESSION NUMBER: 0000091882-97-000002 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970410 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24919 FILM NUMBER: 97578083 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8037483000 MAIL ADDRESS: STREET 1: MAIL CODE 051 CITY: COLUMBIA STATE: SC ZIP: 29218 S-3 1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 SOUTH CAROLINA ELECTRIC & GAS COMPANY (Exact Name of Registrant as Specified in Its Charter) South Carolina (State or Other Jurisdiction of Incorporation or Organization) 57-0248695 (I.R.S. Employer Identification Number) 1426 Main Street Columbia, South Carolina 29201 (803) 748-3000 (Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) H. T. Arthur Vice President and General Counsel SCANA Corporation c/o South Carolina Electric & Gas Company 1426 Main Street Columbia, South Carolina 29201 (803) 376-8547 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) With copies to: John W. Currie, Esq. Kevin Stacey, Esq. McNair Law Firm, P. A. Reid & Priest, LLP 1301 Gervais Street, 17th Floor 40 West 57th Street Columbia, South Carolina 29201 New York, New York 10019 (803) 799-9800 (212) 603-2000 Approximate date of commencement of proposed sale to the public: After the effective date of the Registration Statement, as determined by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ( ) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. (X) If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering. ( ) . If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( ) . If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ( ) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of each maximum maximum class of Amount offering aggregate Amount of securities to be price offering Registration to be registered registered per unit* price* fee $100 Par Value Cumulative Preferred Stock 1,000,000 $100 $100,000,000 $30,303 * Determined solely for the purpose of calculating the Registration fee. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 2 SUBJECT TO COMPLETION DATED APRIL , 1997 PROSPECTUS SUPPLEMENT (To Prospectus Dated , 1997) Shares South Carolina Electric & Gas Company ___% Cumulative Preferred Stock, Par Value $100 Per Share The ___% Cumulative Preferred Stock, par value $100 per share (the "Offered Preferred"), offered hereby will be redeemable, in whole or in part, at any time after _____ __, 2007, at the option of South Carolina Electric & Gas Company upon at least 30 days notice at prices set forth herein, plus accrued and unpaid dividends to the date of redemption. The amount of dividends payable in respect of the Offered Preferred will be adjusted in the event of certain amendments to the Internal Revenue Code of 1986, as amended, in respect of the dividends- received deduction. See " % Cumulative Preferred Stock - Dividends on Offered Preferred" herein. The Offered Preferred will be represented by one or more global certificates registered in the name of The Depository Trust Company ("DTC") or its nominee. Beneficial interests in the Offered Preferred will be shown on, and transfers thereof will be effected only through, records maintained by participants in DTC. Except as described in this Prospectus Supplement or in the accompanying Prospectus, Offered Preferred in certificated form will not be issued in exchange for the global certificates. See "Description of New Preferred Stock - Book-Entry Only" in the accompanying Prospectus. 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 ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Underwriting Price to Discounts and Proceeds to Public (1) Commissions (2) Company (3) Per Share . . . . . . . $ $ $ Total . . . . . . . . . $ $ $ (1) Plus accrued dividends from date of original issuance. (2) See "Underwriting." (3) Before deducting expenses estimated at $ which are payable by the Company. S-1 The shares of Offered Preferred 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 Offered Preferred will be made only in book-entry form through the facilities of DTC on or about , 1997 against payment therefor in immediately available funds. PaineWebber Incorporated The date of this Prospectus Supplement is , 1997. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Prospectus Supplement and accompanying Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. S-2 CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE OFFERED PREFERRED. SUCH TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF THE OFFERED PREFERRED TO COVER SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING." PROSPECTUS SUMMARY The following summary information is qualified in its entirety by reference to the more detailed information set forth in and incorporated by reference in the Prospectus and in this Prospectus Supplement. The Company Business.............................. Electric and natural gas utility operations in South Carolina Electric and Gas Service Areas........ Central, southern and southwestern South Carolina Population of Service Area (at December 31, 1996).............. Approximately 2.4 million Customers (at December 31, 1996) Electric........................... 493,346 Gas................................ 248,496 1996 Electric Energy Sources.......... Coal, 50%; Nuclear, 23%; Purchased Power and Hydro, 27% The Offering Preferred Stock to be Offered......... Shares % Cumulative Preferred Stock, Par Value $100 Per Share (the "Offered Preferred") Use of Proceeds....................... To reduce short-term indebtedness, to refinance senior securities, and for general corporate purposes S-3 Summary Financial Information (Dollar amounts in millions, except per share amounts) (unaudited) Year Ended December 31, December 31, December 31, 1996 1995 1994 Consolidated Statements of Income Data: Operating Revenues.................... $1,344,597 $1,211,087 $1,181,274 Operating Income...................... 285,525 255,854 230,418 Income Before Interest Charges........ 289,645 265,407 237,689 Interest Charges...................... 99,163 96,222 85,646 AFC (includes allowance for both equity and borrowed funds).......... 9,408 20,962 14,893 Net Income............................ 190,482 169,185 152,043 Net Utility Plant....................... 3,196,897 3,157,657 2,998,132 As of December 31, 1996 Actual Percentage Adjusted(1) Percentage(1) (Thousands of Dollars, Except Percentages) (Unaudited) Capitalization: Long-Term Debt (2)............. $1,276,758 46.3% $1,276,758 Cumulative Preferred Stock (not subject to purchase or sinking funds)............... 26,027 0.9 Cumulative Preferred Stock (subject to purchase or sinking funds)(3)............ 43,014 1.6 43,014 Common Stock Equity............ 1,413,462 51.2 1,413,462 Total........................ $2,759,261 100.0% (1) Gives effect to the sale of shares of the Offered Preferred. (2) Excludes current portion of long-term debt of $42,755,000. (3) Excludes current portion of preferred stock of $2,432,000.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The following table sets forth the historical ratio of earnings to combined fixed charges and preferred stock dividends of South Carolina Electric & Gas Company (the "Company") for each of the periods presented: Years Ended December 31, 1996 1995 1994 1993 1992 3.61 3.25 3.26 3.34 2.55 For purposes of this ratio, earnings represent net income plus taxes and fixed charges. Fixed charges represent interest charges and the estimated interest portion of annual rentals. S-4 % CUMULATIVE PREFERRED STOCK The following information concerning the Offered Preferred should be read in conjunction with the statements under "Description of New Preferred" in the accompanying Prospectus. Capitalized terms not defined in this Prospectus Supplement are used as defined in the accompanying Prospectus. Dividends on Offered Preferred. Dividends on the Offered Preferred will be payable at the rate of % per share per annum, subject to adjustment as described below. The first dividend on the shares of Offered Preferred will be payable on , 1997 to shareholders of record on , 1997. Legislation has been introduced in the United States Congress that may affect holders of the Offered Preferred which are corporations. Such legislation, as introduced, would reduce the dividends-received deduction applicable to the Offered Preferred held by such holders from 70% to 50%. The Company cannot predict whether this legislation will be enacted into law. If, prior to 18 months after the date of the original issuance of the Offered Preferred, one or more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the percentage of the dividends-received deduction (currently 70%) as specified in section 243(a)(1) of the Code or any successor provision (the "Dividends-Received Percentage"), certain adjustments may be made in respect of the dividends payable by the Company, and Post Declaration Date Dividends and Retroactive Dividends (as such terms are defined below) may become payable, as described below. The amount of each dividend payable (if declared) per share of Offered Preferred for dividend payments made on or after the effective date of such change in the Code will be adjusted by multiplying the amount of the dividend payable described above (before adjustment) by a factor, which will be the number determined in accordance with the following formula (the "DRD Formula"), and rounding the result to the nearest cent (with one- half cent rounded up): 1-.35(1-.70) 1-.35(1-DRP) For the purposes of the DRD Formula, "DRP" means the Dividends-Received Percentage (expressed as a decimal) applicable to the dividend in question; provided, however, that if the Dividends-Received Percentage applicable to the dividend in question shall be less than 50%, then the DRP shall equal .50. No amendment to the Code, other than a change in the percentage of the dividends-received deduction set forth in section 243(a)(1) of the Code or any successor provision thereto, will give rise to an adjustment. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Company receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Company or a private letter ruling or similar form of authorization from the Internal Revenue Service ("IRS") to the effect that such amendment does not apply to a dividend payable on the Offered Preferred, then such amendment will not result in the adjustment provided for pursuant to the DRD Formula with respect to such dividend. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. Unless the context otherwise requires, references to dividends in this Prospectus Supplement and the accompanying Prospectus mean dividends as adjusted by the DRD Formula. The Company's calculation of the dividends payable, as so adjusted and as certified accurate as to calculation and reasonable as to method by the independent certified public accountants then regularly engaged by the Company, shall be final and not subject to review absent manifest error. S-5 Notwithstanding the foregoing, if any such amendment to the Code is enacted after the dividend payable on a dividend payment date has been declared, the amount of the dividend payable on such dividend payment date will not be increased; instead, additional dividends (the "Post Declaration Date Dividends") equal to the excess, if any, of (x) the product of the dividend paid by the Company on such dividend payment date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividend-Received Percentage applicable to the dividend in question and .50) over (y) the dividend paid by the Company on such dividend payment date, will be payable (if declared) to holders of Offered Preferred on the record date applicable to the next succeeding dividend payment date or, if the Offered Preferred is called for redemption prior to such record date, to holders of Offered Preferred on the applicable redemption date, as the case may be, in addition to any other amounts payable on such date. If any such amendment to the Code is enacted and the reduction in the Dividends-Received Percentage retroactively applies to a dividend payment date as to which the Company previously paid dividends on the Offered Preferred (each, an "Affected Dividend Payment Date"), the Company will pay (if declared) additional dividends (the "Retroactive Dividends") to holders of Offered Preferred on the record date applicable to the next succeeding dividend payment date (or, if such amendment is enacted after the dividend payable on such dividend payment date has been declared, to holders of Offered Preferred on the record date following the date of enactment) or, if the Offered Preferred is called for redemption prior to such record date, to holders of Offered Preferred on the applicable redemption date, as the case may be, in an amount equal to the excess of (x) the product of the dividend paid by the Company on each Affected Dividend Payment Date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividends- Received Percentage and .50 applied to each Affected Dividend Payment Date) over (y) the sum of the dividend paid by the Company on each Affected Dividend Payment Date. The Company will only make one payment of Retroactive Dividends for any such amendment. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Company receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Company or a private letter ruling or similar form of authorization from the IRS to the effect that such amendment does not apply to a dividend payable on an Affected Dividend Payment Date for the Offered Preferred, then such amendment will not result in the payment of Retroactive Dividends with respect to such Affected Dividend Payment Date. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. Notwithstanding the foregoing, no adjustment in the dividends payable by the Company shall be made, and no Post Declaration Date Dividends or Retroactive Dividends shall be payable by the Company, in respect of the enactment of any amendment to the Code 18 months or more after the date of original issuance of the Offered Preferred that reduces the Dividends-Received Percentage. In the event that the amount of dividends payable per share of the Offered Preferred is adjusted pursuant to the DRD Formula and/or Post Declaration Date Dividends or Retroactive Dividends are to be paid, the Company will give notice of each such adjustment and, if applicable, any Post Declaration Date Dividends and Retroactive Dividends to the holders of Offered Preferred. S-6 Optional Redemption. The Offered Preferred is not subject to any mandatory redemption, sinking fund or other similar provisions. On or after , 2007, the Company, at its option, may redeem the Offered Preferred, in whole or in part, at any time or from time to time, out of funds legally available therefor, at the redemption price of $100.00 per share plus an amount equal to dividends (whether or not declared) accrued but not previously paid to but excluding the date of such redemption, including any adjustments in dividends payable due to changes in the Dividends-Received Percentage. If less than all of the outstanding shares of the Offered Preferred are to be redeemed, the shares to be redeemed will be selected from the outstanding shares not previously called for redemption by lot or in such other manner as the Company may determine, by a bank or trust company selected for such purpose by the Company. The Company will give notice of any such redemption by mail to holders of Offered Preferred not less than 30 nor more than 60 days prior to the date designated therein as the date fixed for such redemption. Such notice shall state that such shares of Offered Preferred will be redeemed at the redemption price aforesaid and on the date specified in such notice, upon surrender for cancellation, at the place designated and in the manner set forth in such notice, of the certificates representing the shares of Offered Preferred to be redeemed. From and after the date of redemption specified in such notice (unless default shall be made by the Company in providing moneys for the payment of the redemption price), all dividends on the shares of Offered Preferred so called for redemption shall cease to accrue and, from and after said date (unless default shall be made by the Company as aforesaid), or, if the Company shall so elect, from and after the date (prior to the date of redemption so specified) on which the Company shall provide the moneys for the payment of the redemption price by depositing the amount thereof with a bank or trust company doing business in the Borough of Manhattan, City and State of New York, and having a capital and surplus of at least $5,000,000, provided that the notice of redemption shall have stated the intention of the Company to deposit such amount on a date in such notice specified, all rights of the holders of the shares so called for redemption as stockholders of the Company, except only the right to receive the redemption price then due, shall cease and determine. UNDERWRITING PaineWebber Incorporated (the "Underwriter") has agreed, subject to the terms and conditions of the Underwriting Agreement among the Company and the Underwriter (the "Underwriting Agreement"), to purchase from the Company, and the Company has agreed to sell to the Underwriter, the Offered Preferred at the price set forth on the cover page of this Prospectus Supplement. The Underwriting Agreement provides that the obligation of the Underwriter to purchase the shares of Offered Preferred is subject to certain conditions. The Underwriter is obligated to purchase all of the shares of Offered Preferred if any are purchased. S-7 The Underwriter proposes to offer the shares of Offered Preferred to the public at the offering price set forth on the cover page of this Prospectus Supplement and to selected dealers at such price less a concession not in excess of $____ per share, and the Underwriter and such dealers may reallow a concession not in excess of $____ per share to other dealers. After the public offering of the Offered Preferred, the public offering price, concession to selected dealers and reallowance to other dealers may be changed by the Underwriter. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriter may be required to make in respect thereof. Until the distribution of the Offered Preferred is completed, rules of the Commission may limit the ability of the Underwriter and certain selling group members to bid for and purchase the Offered Preferred. As an exception to these rules, the Underwriter is permitted to engage in certain transactions that stabilize the price of the Offered Preferred. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Offered Preferred. If the Underwriter creates a short position in the Offered Preferred in connection with the offering, i.e., if it sells more shares of Offered Preferred than are set forth on the cover page of this Prospectus Supplement, the Underwriter may reduce that short position by purchasing the Offered Preferred in the open market. The Underwriter may also impose a penalty bid on certain selling group members. This means that if the Underwriter purchases shares of Offered Preferred in the open market to reduce the Underwriter's short position or to stabilize the price of the Offered Preferred, it may reclaim the amount of the selling concession from the selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security. Neither the Company nor the Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Offered Preferred. In addition, neither the Company nor the Underwriter makes any representation that the Underwriter will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. S-8 SUBJECT TO COMPLETION DATED APRIL , 1997 1,000,000 Shares South Carolina Electric & Gas Company Cumulative Preferred Stock, Par Value $100 Per Share South Carolina Electric & Gas Company (the "Company") may offer, from time to time, up to 1,000,000 shares of Cumulative Preferred Stock, par value $100 per share (the "New Preferred Stock"), in one or more series. The New Preferred Stock may be offered in separate series, in amounts, at prices and on terms to be determined at the time or times of sale. For each offering of New Preferred Stock for which this Prospectus is being delivered (the "Offered Preferred"), there is an accompanying Prospectus Supplement that sets forth the number of shares, public offering price, dividend rate (or method of calculation thereof), redemption terms and any other special terms of the Offered Preferred, as well as any planned listing thereof on a securities exchange (although no assurance can be given as to the liquidity of, or the trading market for, any shares of Offered Preferred). The Company may sell the New Preferred Stock to or through underwriters or dealers, directly to other purchasers or through agents. The names of any underwriters, dealers or agents involved in the distribution of the Offered Preferred, any applicable discounts, commissions or allowances, any initial public offering price and the proceeds to the Company from the sale of the Offered Preferred are set forth in the Prospectus Supplement. See "Plan of Distribution" herein. Unless otherwise specified in the accompanying Prospectus Supplement, each series of New Preferred Stock will be represented by one or more global certificates registered in the name of The Depository Trust Company ("DTC") or its nominee. Beneficial interests in the New Preferred Stock will be shown on, and transfers thereof will be effected only through, records maintained by participants in DTC. Except as described herein or the accompanying Prospectus Supplement, New Preferred Stock in certificated form will not be issued in exchange for the global certificates. See "Description of New Preferred Stock - Book-Entry Only" herein. 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 date of this Prospectus is , 1997. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 1 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"). Reports, proxy and information statements and other information filed by the Company 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 60661-2551. 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. The Company's 5% Cumulative Preferred Stock, par value $50 per share, is listed for trading on The New York Stock Exchange. Reports, proxy and information statements, and other information concerning the Company may also be inspected at the offices of such Exchange at 20 Broad Street, New York, New York 10005. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants, like the Company, that file electronically with the Commission. The address of the Commission Web site is http://www.sec.gov. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following document, filed with the Commission by the Company pursuant to the Exchange Act (File No. 1-3375), is incorporated herein by reference: The Company's Annual Report on Form 10-K for the year ended December 31, 1996. All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the 1,000,000 shares of the Company's Preferred Stock, $100 par value per share, offered hereby (the "New Preferred Stock") shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. 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 any such person, a copy of any and all of the documents referred to above that have been incorporated by reference in this reference to 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. 2 THE COMPANY The Company, a wholly-owned subsidiary of SCANA Corporation ("SCANA"), is a regulated utility engaged in the generation, transmission, distribution and sale of electricity and in the purchase and sale, primarily at retail, of natural gas in South Carolina. The Company also renders urban bus service in the metropolitan area of Columbia, 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 30 counties of the 46 counties in South Carolina. The total population of the Company's combined electric and gas service area is approximately 2.4 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. USE OF PROCEEDS The net proceeds from the sale of the New Preferred Stock will be used to reduce short-term indebtedness incurred for the Company's construction program, to refinance senior securities and for general corporate purposes. DESCRIPTION OF NEW PREFERRED STOCK The following statements constitute brief summaries of certain provisions of the Company's Restated Articles of Incorporation, as amended, and of the proposed Articles of Amendment (the "Proposed Articles of Amendment") establishing and designating the New Preferred Stock and fixing and determining the relative rights and preferences thereof. Such summaries do not purport to be complete and are qualified in their entirety by reference to the above documents, which are filed as exhibits to the Registration Statement. References following the paragraphs below are to Sections of Article V of the Company's Restated Articles of Incorporation, as amended, or the Proposed Articles of Amendment. General. The Company's authorized preferred stock (the "Preferred Stock") consists of 2,000,000 shares of Preferred Stock of the par value of $25 per share, none of which is outstanding, 724,548 shares of Preferred Stock of the par value of $50 per share authorized prior to May 19, 1976, of which 593,292 shares were outstanding on February 28, 1997, 1,750,000 shares of Preferred Stock of the par value of $100 per share, of which 400,480 shares were outstanding on February 28, 1997 and 1,000,000 shares of Preferred Stock of the par value of $50 per share authorized on May 19, 1976, none of which is outstanding. The Preferred Stock ranks senior to the Company's common stock, par value $4.50 per share ("Common Stock"), with respect to dividends and assets. All series of Preferred Stock are of equal rank and are identical except as to par value, dividend rate, redemption, amounts payable in the event of voluntary and involuntary liquidation, sinking or purchase funds, convertibility and voting rights. Dividend Rights. The holders of Preferred Stock of all series are entitled to receive cumulative dividends, when and as declared by the Board of Directors, at the rates determined for the respective series, before any dividends may be declared or paid on the Common Stock. Dividends on a series of New Preferred Stock for which this Prospectus is being delivered (the "Offered Preferred") will be payable at the annual rate per share set forth in the accompanying Prospectus Supplement on the first days of January, April, July and October in each year, commencing on the date set forth in the Prospectus Supplement, and such dividends will be cumulative from the date of initial issuance of the Offered Preferred. (Section C; Proposed Articles of Amendment.) 3 Voting Rights. Except as otherwise provided by law or as set forth below under "Special Rights of the Preferred Stock," the holders of Preferred Stock have no right to vote. The holders of all series of Preferred Stock, voting as a single class, are entitled, if and whenever four quarterly dividends on the Preferred Stock are unpaid in whole or in part, to elect a majority of the Board of Directors. With respect to all matters as to which holders of Preferred Stock are entitled to vote, holders of Preferred Stock of the par value of $25 per share are entitled to one-quarter of one vote per share, holders of the class of Preferred Stock of the par value of $50 per share authorized on May 19, 1976 are entitled to one-half of one vote per share and holders of Preferred Stock of the par value of $100 per share (including the New Preferred Stock) and holders of the class of Preferred Stock of the par value of $50 per share authorized prior to May 19, 1976 are entitled to one vote per share held. The voting rights of the holders of Preferred Stock continue until all accumulated and unpaid dividends have been paid in full. (Section F.) Liquidation Rights. Holders of the New Preferred Stock will be entitled to receive $100 per share upon any involuntary liquidation, dissolution or winding up of the Company, and the then applicable redemption price upon any voluntary liquidation, dissolution or winding up (not including a consolidation or merger of the Company with or into another corporation or the sale or transfer of substantially all of the assets of the Company), in each case together with all accrued and unpaid dividends thereon, before any amount may be paid to the holders of Common Stock. If the assets of the Company are insufficient to permit the payment of the full preferential amounts to which the holders of all series of Preferred Stock are then entitled, all such assets will be distributed ratably among the holders of all outstanding series of Preferred Stock, without preference or priority as between series, in proportion to the full preferential amounts to which the holders of the respective series are entitled. (Section D.) Special Rights of the Preferred Stock. The consent of the holders of at least two-thirds of the total voting power of the outstanding Preferred Stock is required to (a) create or issue any additional shares of stock, in addition to the shares which the Company is then authorized to issue, which would rank equally with or prior to the Preferred Stock or authorize any increase of the Preferred Stock now authorized, or (b) amend the Company's charter so as to change, alter or repeal any provisions relating to the preferences, voting powers, restrictions or qualifications of any series of Preferred Stock (provided that if such amendment adversely affects the rights and preferences of one or more but not all of the outstanding series of Preferred Stock, the consent of the holders of at least two-thirds of the total voting power of each series so affected is also required). The Company may not be a party to any merger or consolidation and may not sell, lease or otherwise transfer (except by mortgage or pledge) all or the greater part of its assets without the consent of the holders of a majority of the total voting power of the Preferred Stock and of the holders of a majority of the Common Stock then outstanding, voting by classes, and the consent of the holders of two-thirds of the total voting power of the then outstanding Preferred Stock and holders of the then outstanding Common Stock voting together as a single class with the holders of the Preferred Stock entitled to 20 times the vote per share as set out in "Voting Rights" above and the holders of the Common Stock entitled to one vote per share. The consent of the holders of a majority of the total voting power of the Preferred Stock then outstanding is required for the issuance or assumption of unsecured indebtedness in excess of the greater of $8,000,000 or 10% of the aggregate of the Company's secured indebtedness, capital and surplus, except for the purposes of refunding outstanding unsecured indebtedness, redeeming or retiring all Preferred Stock then outstanding, or reimbursing the Company for the redemption or retirement of all outstanding shares of one or more series of Preferred Stock. (Section G.) Restrictions on Issuance of Stock. The Company's Restated Articles of Incorporation, as amended, prohibit the issuance of additional shares of Preferred Stock without the consent of the holders of at least two-thirds of the total voting power of the shares then outstanding, unless net earnings available for the payment of interest charges on the Company's indebtedness (as therein defined) for the 12 consecutive months immediately preceding the 4 month of issuance shall have been at least one and one-half times the aggregate of interest charges on indebtedness and the dividend requirements on all shares of Preferred Stock to be outstanding (the "Preferred Stock Ratio"). For the 12 months ended December 31, 1996, the Preferred Stock Ratio was 3.61. In addition, so long as any shares of Preferred Stock are outstanding, the Company may not, without the consent of the holders of at least two-thirds of the total voting power of the Preferred Stock then outstanding, issue any additional shares of Preferred Stock, unless the aggregate of the capital of the Company applicable to the Common Stock and the surplus of the Company is not less than the amount payable upon involuntary dissolution to the holders of Preferred Stock to be outstanding immediately following such proposed issue. (Section G.) Sinking Fund. The New Preferred Stock will not be entitled to any sinking or purchase fund. Optional Redemption. The redemption provisions applicable to any series of New Preferred Stock will be set forth in the applicable Prospectus Supplement. Any such redemption will be subject to the limitations referred to under "Limitations on Redemption" below. Limitations on Redemption. At any time when dividends have not been paid in full or declared and set apart for payment on all series of Preferred Stock, the Company may not redeem any shares of Preferred Stock, unless all shares of Preferred Stock then outstanding are redeemed or purchase or otherwise acquire for value any shares of Preferred Stock except in accordance with an offer made to all holders of Preferred Stock. The Company may not redeem any shares of Preferred Stock (unless all shares of Preferred Stock then outstanding are redeemed) or purchase or otherwise acquire for value any shares of Preferred Stock except out of moneys set aside as purchase funds or sinking funds for one or more series of Preferred Stock, at any time when it is in default under the provisions of the Purchase Fund or Sinking Fund for any series of Preferred Stock. Miscellaneous. Holders of the Preferred Stock do not have any pre-emptive rights or conversion rights. The New Preferred Stock, when issued and sold as set forth herein, will be validly issued, fully paid and non-assessable; and the holders thereof will not be subject to liability for further calls or assessments by the Company. Book Entry Only. Unless otherwise set forth in the Prospectus Supplement with respect to a series of Offered Preferred, the Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the New Preferred Stock. The New Preferred Stock will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered New Preferred Stock certificate will be issued for the New Preferred Stock of each series, in the aggregate principal amount of such issue, and will be deposited with DTC. 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. 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. 5 Purchases of New Preferred Stock under the DTC system must be made by or through Direct Participants, which will receive a credit for the New Preferred Stock on DTC's records. The ownership interest of each actual purchaser of New Preferred Stock ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in New Preferred Stock 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 New Preferred Stock, except in the event that use of the book-entry system for the New Preferred Stock is discontinued. To facilitate subsequent transfers, all New Preferred Stock deposited by Participants with DTC is registered in the name of DTC's partnership nominee, Cede & Co. The deposit of New Preferred Stock with DTC and its registration in the name of Cede & Co. effects no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the New Preferred Stock; DTC's records reflect only the identity of the Direct Participants to whose accounts such New Preferred Stock is 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. Redemption notices shall be sent to Cede & Co. If less than all of the New Preferred Stock is being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in the New Preferred Stock to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the New Preferred Stock. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer of securities deposited with DTC 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 securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Dividend payments on the New Preferred Stock will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on payable 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 or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of dividends to DTC is the responsibility of the Company, 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 its services as securities depository with respect to the New Preferred Stock at any time by giving reasonable notice to the Company. Under such circumstances, in the event that a successor securities depository is not obtained, New Preferred Stock certificates are required to be printed and delivered. 6 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 Preferred Stock certificates will be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Company believes to be reliable, but the Company takes no responsibility for the accuracy thereof. PLAN OF DISTRIBUTION The New Preferred Stock may be sold (i) by selecting and negotiating with a managing underwriter or underwriters for the sale, (ii) by a sale directly to a limited number of purchasers or to a single purchaser or (iii) through agents. The Prospectus Supplement sets forth the manner and terms of the offering of the Offered Preferred, including the name or names of any underwriters, dealers or agents, the purchase price or prices of the Offered Preferred, the proceeds to the Company from the sale of the Offered Preferred, any initial public offering price, any underwriter discount or commission and any discounts, concessions or commissions allowed or reallowed or paid by any underwriter to other dealers. Any initial public offering price and any discounts, concessions or commissions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise indicated in the Prospectus Supplement, any agent will be acting on a best efforts basis for the period of its appointment. Underwriters, dealers and agents who participate in the distribution of the Securities, and their officers, directors and controlling persons, may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities including liabilities under the Securities Act or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect of such liabilities. Unless otherwise set forth in the Prospectus Supplement, the obligations of any underwriter or underwriters to purchase the Offered Preferred will be subject to certain conditions precedent and such underwriter or underwriters with respect to the sale of such Offered Preferred will be obligated to purchase all of such Offered Preferred if any are purchased. The Prospectus Supplement sets forth any planned listing of the Offered Preferred on a national securities exchange and indicates whether any underwriters, dealers or agents intend to make a market in the Offered Preferred as permitted by applicable laws and regulations. No assurance can be given as to the liquidity of or the trading market for any Offered Preferred. LEGAL OPINIONS Certain legal matters in connection with the validity of the New Preferred Stock offered hereby are being passed upon for the Company by McNair Law Firm, P.A., Columbia, South Carolina, and by H. T. Arthur, Esq. of Columbia, South Carolina, who is General Counsel and a full-time employee of SCANA, and for any underwriters, dealers, purchasers or agents by Reid & Priest LLP, New York, New York. Reid & Priest LLP will rely on the opinion of H. T. Arthur, Esq. with respect to matters of South Carolina law. EXPERTS The consolidated financial statements for the year ended December 31, 1996 incorporated in this Prospectus by reference have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, and is incorporated herein by reference, and have been so incorporated in reliance upon such report of such firm given upon their authority as experts in accounting and auditing. 7 No person has been authorized to give any information or to make any representation in connection with this offering other than those contained in Shares this Prospectus Supplement or the Prospectus and, if given or made, such other information and representation must not be relied upon as having been authorized by the Company or the Underwriter. Neither the delivery of this Prospectus Supplement or the SOUTH CAROLINA ELECTRIC Prospectus nor any sale made here- & GAS COMPANY under 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 % Cumulative to its date. The Prospectus Preferred Stock, Supplement and Prospectus do Par Value $100 not constitute an offer to sell or Per Share a solicitation of an offer to buy any securities other than the registered securities to which it relates. The Prospectus Supplement and Prospectus do not constitute an offer to sell or a solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. PROSPECTUS SUPPLEMENT TABLE OF CONTENTS Prospectus Supplement Page Prospectus Summary . . . . . . . S-3 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. . . . . . . . S-4 % Cumulative Preferred Stock. S-5 Underwriting . . . . . . . . . . S-7 Prospectus PaineWebber Incorporated Available Information . . . . . . 2 Incorporation of Certain Documents by Reference. . . . . . . . . . 2 The Company . . . . . . . . . . . 3 , 1997 Use of Proceeds. . . . . . . . . . 3 Description of New Preferred Stock. . . . . . . . . . . . . . 3 Plan of Distribution . . . . . . . 7 Legal Opinions . . . . . . . . . . 7 Experts. . . . . . . . . . . . . . 8 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Securities and Exchange Commission filing fee....... $ 30,303 Printing Registration Statement, Prospectus Exhibits and Miscellaneous................................... 5,000# Blue Sky and Legal fees............................. 50,000# Rating Agency fees.................................. 5,000# Accounting services................................. 10,000# Miscellaneous....................................... 8,000# Total............................................. $108,303# # Estimated 9 Item 15. Indemnification of Directors and Officers The South Carolina Business Corporation Act of 1988 permits, and the Registrant's By-Laws require, indemnification of the Registrant's directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act. Under Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina Business Corporation Act of 1988, a South Carolina corporation is authorized generally to indemnify its directors and officers in civil or criminal actions if they acted in good faith and reasonably believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The Registrant's By-Laws require indemnification of directors and officers with respect to expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they are made parties by reason of having been a director or officer, except in relation to matters as to which they shall be adjudged to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. In addition, the Registrant carries insurance on behalf of directors, officers, employees or agents that may cover liabilities under the Securities Act. Item 16. Exhibits Exhibits required to be filed with this Registration Statement are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are hereby incorporated herein by reference and made a part hereof. Item 17. Undertakings The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 10 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbia, State of South Carolina, on April 10, 1997. (REGISTRANT) South Carolina Electric & Gas Company By: s/J. L. Skolds (Name & Title): J. L. Skolds, President and Chief Operating Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated. (i) Principal executive officer: By: s/W. B. Timmerman (Name & Title): W. B. Timmerman, Chairman of the Board and Chief Executive Officer Date: April 10, 1997 (ii) Principal financial officer: By: s/K. B. Marsh (Name & Title): K. B. Marsh, Vice President and Chief Financial Officer Date: April 10, 1997 (iii) Principal accounting officer: By: s/J. E. Addison (Name & Title): J. E. Addison, Vice President & Controller Date: April 10, 1997 (iv) Other Directors: * B. L. Amick; W. B. Bookhart, Jr.; W. T. Cassels, Jr.; H. M. Chapman; J. B. Edwards; Elaine T. Freeman; B. A. Hagood; W. H. Hipp; F. C. McMaster; Henry Ponder; J. B. Rhodes * Signed on behalf of each of these persons: s/K. B. Marsh (K. B. Marsh) (Attorney-in-Fact) Directors who did not sign: None 12 SOUTH CAROLINA ELECTRIC & GAS COMPANY EXHIBIT INDEX Sequentially Numbered Number Pages 1. Underwriting Agreement Form of Underwriting Agreement relating to the New Preferred Stock (Filed herewith)........................... # 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession Not Applicable 3. Articles of Incorporation and By-Laws A. Restated Articles of Incorporation of the Company as adopted on December 15, 1993 (Exhibit 3-A to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3375).................... # B. Articles of Amendment, dated June 7, 1994, filed June 9, 1994 (Exhibit 3-B to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3375).... # C. Articles of Amendment, dated November 9, 1994 (Exhibit 3-C to Form 10-K for the year ended December 31, 1994, File No. 1-3375)...................... # D. Articles of Amendment, dated December 9, 1994 (Exhibit 3-D to Form 10-K for the year ended December 31, 1994, File No. 1-3375)...................... # E. Articles of Correction, dated January 17, 1995 (Exhibit 3-E to Form 10-K for the year ended December 31, 1994, File No. 1-3375)...................... # F. Articles of Amendment, dated January 13, 1995 and filed January 17, 1995 (Exhibit 3-F to Form 10-K for the year ended December 31, 1994, File No. 1-3375)......................................... # G. Articles of Amendment dated March 31, 1995 (Exhibit 3-G to Form 10-Q for the quarter ended March 31, 1995, File No. 1-3375)................... # H. Articles of Correction - Amendment to Statement filed March 31, 1995, dated December 13, 1995 (Exhibit 3-H to Form 10-K for the year ended December 31, 1996, File No. 1-3375)...................... # I. Articles of Amendment dated December 13, 1995 (Exhibit 3-I to Form 10-K for the year ended December 31, 1996, File No. 1-3375)...................... # J. Articles of Amendment dated February 21, 1997 (Exhibit 3-J to Form 10-K for the year ended December 31, 1996, File No. 1-3375)...................... # K. Copy of By-Laws of the Company as revised and amended thru June 18, 1996 (Exhibit 3-K to Form 10-k for the year ended December 31, 1996 File No. 1-3375)......................................... # L. Form of Articles of Amendment (Filed herewith)........... 37 4. Instruments Defining the Rights of Security Holders, Including Indentures A. Indenture dated as of January 1, 1945, from the South Carolina Power Company (the "Power Company") to Central Hanover Bank and Trust Company, as Trustee, as supplemented by three Supplemental Indentures dated respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Exhibit 2-B to Registration No. 2-26459)................................ # # Incorporated herein by reference as indicated. 13 SOUTH CAROLINA ELECTRIC & GAS COMPANY Exhibit Index (Continued) Sequentially Numbered Number Pages 4. (continued) B. Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit 4A, pursuant to which the Company assumed said Indenture (Exhibit 2-C to Registration No. 2-26459)...... # C. Fifth through Fifty-second Supplemental Indentures to Indenture referred to in Exhibit 4A dated as of the dates indicated below and filed as exhibits to the Registration Statements and 1934 Act reports whose file numbers are set forth below.............................................. # December 1, 1950 Exhibit 2-D to Registration No. 2-26459 July 1, 1951 Exhibit 2-E to Registration No. 2-26459 June 1, 1953 Exhibit 2-F to Registration No. 2-26459 June 1, 1955 Exhibit 2-G to Registration No. 2-26459 November 1, 1957 Exhibit 2-H to Registration No. 2-26459 September 1, 1958 Exhibit 2-I to Registration No. 2-26459 September 1, 1960 Exhibit 2-J to Registration No. 2-26459 June 1, 1961 Exhibit 2-K to Registration No. 2-26459 December 1, 1965 Exhibit 2-L to Registration No. 2-26459 June 1, 1966 Exhibit 2-M to Registration No. 2-26459 June 1, 1967 Exhibit 2-N to Registration No. 2-29693 September 1, 1968 Exhibit 4-O to Registration No. 2-31569 June 1, 1969 Exhibit 4-C to Registration No. 33-38580 December 1, 1969 Exhibit 4-Q to Registration No. 2-35388 June 1, 1970 Exhibit 4-R to Registration No. 2-37363 March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324 January 1, 1972 Exhibit 4-C to Registration No. 33-38580 July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291 May 1, 1975 Exhibit 4-C to Registration No. 33-38580 July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908 February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304 December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936 March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662 May 1, 1977 Exhibit 4-C to Registration No. 33-38580 February 1, 1978 Exhibit 4-C to Registration No. 33-38580 June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653 April 1, 1979 Exhibit 4-C to Registration No. 33-38580 June 1, 1979 Exhibit 4-C to Registration No. 33-38580 April 1, 1980 Exhibit 4-C to Registration No. 33-38580 June 1, 1980 Exhibit 4-C to Registration No. 33-38580 December 1, 1980 Exhibit 4-C to Registration No. 33-38580 April 1, 1981 Exhibit 4-D to Registration No. 33-49421 June 1, 1981 Exhibit 4-D to Registration No. 2-73321 March 1, 1982 Exhibit 4-D to Registration No. 33-49421 April 15, 1982 Exhibit 4-D to Registration No. 33-49421 May 1, 1982 Exhibit 4-D to Registration No. 33-49421 December 1, 1984 Exhibit 4-D to Registration No. 33-49421 December 1, 1985 Exhibit 4-D to Registration No. 33-49421 June 1, 1986 Exhibit 4-D to Registration No. 33-49421 February 1, 1987 Exhibit 4-D to Registration No. 33-49421 September 1, 1987 Exhibit 4-D to Registration No. 33-49421 January 1, 1989 Exhibit 4-D to Registration No. 33-49421 January 1, 1991 Exhibit 4-D to Registration No. 33-49421 February 1, 1991 Exhibit 4-D to Registration No. 33-49421 July 15, 1991 Exhibit 4-D to Registration No. 33-49421 # Incorporated herein by reference as indicated. 14 SOUTH CAROLINA ELECTRIC & GAS COMPANY Exhibit Index (Continued) Sequentially Numbered Number Pages 4. (continued) August 15, 1991 Exhibit 4-D to Registration No. 33-49421 April 1, 1993 Exhibit 4-E to Registration No. 33-49421 July 1, 1993 Exhibit 4-D to Registration No. 33-57955 D. Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4-F to Registration Statement No. 33-49421)......................................... # E. First Supplemental Indenture to Indenture referred to in 4-D dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421)......................... # F. Second Supplemental Indenture to Indenture referred to in 4-D dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955)......................... # 5. Opinion re legality Opinion of H. T. Arthur, Esq. (Filed herewith)..................... 37 8. Opinion re Tax Matters Not Applicable 12. Statements re Computation of Ratios (Filed herewith)............... 38 15. Letter re Unaudited Interim Financial Information Not Applicable 23. Consents of Experts and Counsel A. Consent of Deloitte & Touche LLP (Filed herewith)............... 39 B. Consent of H. T. Arthur, Esq. is contained in his opinion filed as Exhibit 5. 24. Power of Attorney (Filed herewith).................................................. 40 25. Statement of Eligibility of Trustee Not Applicable 26. Invitations for Competitive Bids Not Applicable 27. Financial Data Schedule Not Applicable 99. Additional Exhibits 15 EX-1 2 Shares SOUTH CAROLINA ELECTRIC & GAS COMPANY __ % Cumulative Preferred Stock, Par Value $100 Per Share UNDERWRITING AGREEMENT _________________ __, 1997 Gentlemen: South Carolina Electric & Gas Company, a South Carolina corporation (the "Company"), proposes to sell an aggregate of shares of the Company's __% Cumulative Preferred Stock, par value $100 per share (the "Shares"), to you and to the other underwriters named in Schedule I (collectively, the "Underwriters"), for whom you are acting as representative (collectively, the "Representative"). The initial public offering price per share for the Shares shall be $______, and the purchase price per share for the Shares to be paid by the several Underwriters shall be $________ (representing an amount equal to the initial public offering price less $_______ per share). The Company confirms as follows its agreements with the Representative and the several other Underwriters. 1.Agreement to Sell and Purchase. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter named below, and each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Shares, the number of Shares set forth opposite the name of such Underwriter in Schedule I. 2.Delivery and Payment. Delivery of the Shares shall be made to the Representative for the accounts of the Underwriters against payment of the purchase price by wire transfer of immediately available (same day) funds to the Company at the office of Reid & Priest LLP, 40 West 57th Street, New York, New York 10019. Such payments shall be made at 10:00 a.m., New York City time, on the fourth business day following the date of this Agreement or at such time on such other date, not later than seven business days after the date of this Agreement, as may be agreed upon by the Company and the Representative (such date is hereinafter referred to as the "Closing Date"). A certificate evidencing the Shares shall be in definitive form and shall be registered in the name of Cede & Co. and deposited with The Depository Trust Company in book entry form at least two business days prior to the Closing Date. The Company agrees to make such certificate available for inspection at least twenty-four hours prior to the Closing Date. 16 3.Representations and Warranties of the Company. The Company represents, warrants and covenants to each Underwriter that: (a)The Company meets the requirements for use of Form S-3 and a registration statement (Registration No. ____________) on Form S- 3 relating to the Shares, including a prospectus and such amendments to such registration statement as may have been required to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (collectively referred to as the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, and has been filed with and declared effective by the Commission. Copies of such registration statement and any amendments thereto have been delivered to the Representative. The Company will file with or mail for filing to the Commission a supplemental prospectus relating to the Shares pursuant to Rule 424 under the Act. The term "Registration Statement" means the registration statement as amended at the time it became effective (the "Effective Date") and as it may be amended as of the date of this Agreement, and such supplemented prospectus, including all documents incorporated therein, is hereafter referred to as the "Prospectus." (b)When the Registration Statement became effective and at all times subsequent to and including the Closing Date: (i) the Registration Statement and Prospectus and any post-effective amendments or supplements thereto contained and will contain all statements and information which are required to be stated therein by the Act and the Rules and Regulations, and, in all material respects, conformed and will conform to the requirements thereof and (ii) neither the Registration Statement nor the Prospectus nor any post-effective amendment or supplement thereto included or will include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein in or necessary to make the statements therein not misleading. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representative specifically for inclusion in the Registration Statement or the Prospectus or any amendment or supplement thereto or to any information relating to the book-entry system of payments and transfers of the Shares or the depository therefor set forth under the caption "DESCRIPTION OF NEW PREFERRED STOCK - Book-Entry Only" provided by The Depository Trust Company. The Company has not distributed any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Prospectus or any other materials, if any, permitted by the Act. (c)The documents which are incorporated by reference in the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the Act or the Exchange Act, as applicable, the rules and regulations of the Commission under the Exchange Act (collectively referred to as the "Exchange Act Rules and Regulations"); and any documents so filed and incorporated by reference subsequent to the Effective Date shall, when they are filed with the Commission, conform in all material respects with the requirements of the Act and the Exchange Act, as applicable, the Exchange Act Rules and Regulations and the Rules and Regulations. 17 (d)The Company is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company has and, at the Closing Date, will have, full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is, and at the Closing Date, will be, duly licensed or qualified to do business and in good standing as a foreign corporation in each jurisdiction which requires licensing or qualification. (e)The outstanding shares of capital stock of the Company have been, and the Shares to be issued and sold by the Company upon such issuance will be, duly authorized, validly issued, fully paid and nonassessable and will not be subject to any preemptive or similar right. The description of the Shares in the Registration Statement and the Prospectus is, and at the Closing Date will be, complete and accurate in all material respects. (f)The financial statements and schedules included or incorporated by reference in the Registration Statement or the Prospectus present fairly the consolidated financial condition of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Company for the respective periods covered thereby, all in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved, except as otherwise disclosed in the Prospectus. No other financial statements or schedules of the Company are required by the Act, the Exchange Act or the Rules and Regulations to be included in the Registration Statement or the Prospectus. Deloitte & Touche LLP (the "Accountants"), who have reported on such year-end financial statements and schedules, are independent accountants with respect to the Company as required by the Act and the Rules and Regulations. The statements included in the Registration Statement with respect to the Accountants pursuant to Item 509 of Regulation S-K of the Rules and Regulations are true and correct in all material respects. (g)The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (h)Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date, except as set forth in or contemplated by the Registration Statement and the Prospectus, (i) there has not been and will not have been any change in the capitalization of the Company, except for shares of preferred stock of the Company which are required to be purchased or redeemed by operation of mandatory sinking fund provisions, nor shall there have been any change which is reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company, (ii) the Company has not incurred nor will it incur any liabilities or obligations, direct or contingent, nor has it entered into nor will it enter into any transactions other than pursuant to this Agree- ment and the transactions referred to herein, other than liabilities, obligations, and transactions which are not material to the business, 18 properties, business prospects, condition (financial or otherwise) or results of operations of the Company and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock, except for regular quarterly dividends on the common stock of the Company in such amount as may be determined by the Board of Directors of the Company and on the preferred stock of the Company at stated dividend rates. (i)The Company does not own any shares of capital stock of a "public utility company" or a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, and is not a "holding company" or a "subsidiary" of a "registered holding company" within the meaning of said Act. The Company has no subsidiaries. (j)Except as set forth in the Registration Statement and the Prospectus, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its respective officers in their capacity as such, before or by any Federal or state court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would be reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company. (k)The Company has, and at the Closing Date, will have, (i) all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to carry on its business as contemplated in the Prospectus, (ii) complied in all material respects with all laws, regulations and orders applicable to it or its business and (iii) performed in all material respects the obligations required to be performed by it, and is not, and at the Closing Date, will not be, in default, under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, lease, contract or other agreement or instrument (collectively, a "contract or other agreement") to which it is a party or by which its property is bound or affected, except for such defaults as are not reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company. To the best knowledge of the Company, no other party under any material contract or other agreement to which it is a party is in default in any respect thereunder. The Company is not presently and will not be at the Closing Date, in violation of any provision of its articles of incorporation or by-laws. (l)No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required for the consummation by the Company of the transactions on its part herein contemplated, except such as have been obtained under the Act or the Rules and Regulations, such as may be required under state securities or Blue Sky laws or the by- laws and rules of the National Association of Securities Dealers, Inc. (the "NASD") in connection with the purchase and distribution by the Underwriters of the Shares and such authorization as may be required from the Public Service Commission of South Carolina (the "PSC"), which has been obtained and is in full force and effect. 19 (m)The Company has full corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Underwriters, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with the terms hereof. The performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, the articles of incorporation or by-laws of the Company, any contract or other agreement to which the Company is a party or by which the Company or any of its properties is bound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company except for liens, charges, encumbrances, breaches, violations, defaults or conflicts which are not reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company. (n)The Company has good and marketable title to all properties and assets described in the Prospectus as owned by it, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Prospectus or are not material to the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company. The Company has valid, subsisting and enforceable leases for the properties described in the Prospectus as leased by it, with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such properties by the Company. (o)There is no document or contract of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required. All such contracts to which the Company is a party have been duly authorized, executed and delivered by the Company, constitute valid and binding agreements of the Company, and are enforceable against the Company in accordance with the terms thereof. (p)No statement, representation, warranty or covenant made by the Company in this Agreement or made in any certificate or document required by this Agreement to be delivered to the Representative was or will be, when made, inaccurate, untrue or incorrect. (q)Neither the Company nor any of its directors, officers or controlling persons has taken, directly or indirectly, any action intended, or which might reasonably be expected, to cause or result, under the Act or otherwise, in, or which has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (r)No holder of securities of the Company has rights to the registration of any securities of the Company because of the filing of the Registration Statement. (s)The Company is not involved in any material labor dispute nor, to the knowledge of the Company, is any such dispute threatened. 20 (t)The Company owns, or is licensed or otherwise has the full exclusive right to use, all material trademarks and trade names which are used in or necessary for the conduct of its business as described in the Prospectus. No claims have been asserted by any person to the use of any such trademarks or trade names or challenging or questioning the validity or effectiveness of any such trademark or trade name. The use, in connection with the business and operations of the Company, of such trademarks and trade names does not, to the Company's knowledge, infringe on the rights of any person. (u)To the best of the Company's knowledge, the Company nor any employee or agent of the Company has made any payment of funds of the Company or received or retained any funds in violation of any law, rule or regulation or of a character required to be disclosed in the Prospectus. (v)SCANA Corporation has duly registered with the Commission as a transfer agent, within the meaning of the Exchange Act, with respect to the Shares, and is in compliance with the Exchange Act Rules and Regulations with respect to its activities as transfer agent. 4.Agreements of the Company. The Company agrees with the several Underwriters as follows: (a)The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, including the initial supplement to the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 3(a) hereof, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b)The Company will notify the Representative promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement has become effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv) of the happening of any event during the period mentioned in the second sentence of Section 4(e) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading and (v) of receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 21 (c)The Company will furnish to the Representative, without charge, two signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (d)The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e)The Company will from time to time deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to which the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Shares by the Underwriters if such document would be deemed to be incorporated by reference into the Prospectus which is not approved by the Representative after reasonable notice thereof. (f)Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative may request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (g)During the period of five years commencing on the Closing Date, the Company will furnish to the Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representative and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission. (h)The Company will make generally available to holders of its Shares as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Effective Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). 22 (i)Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus, (ii) the preparation and delivery of certificates representing the Shares, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement and the Prospectus and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (iv) any filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection there- with, (v) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdic- tions designated pursuant to Section 4(f), including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (vi) counsel to the Company and (vii) the transfer agent for the Shares. (j)If this Agreement shall be terminated by the Company pursuant to any of the provisions hereof (otherwise than pursuant to Section 8) or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith. (k)The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (l)The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "USE OF PROCEEDS." 5.Conditions of the Obligations of the Underwriters. The obligations of each Underwriter hereunder are subject to the following conditions: (a)All filings required by Rule 424 of the Rules and Regulations shall have been made. (b)(i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission, (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission or the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Representative and the Representative did not object thereto in good faith, and the Representative shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of clauses (i), (ii) and (iii). 23 (c)Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been a material adverse change in the general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the Company, whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus and (ii) neither the Company shall have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the Prospectus, if in the judgment of the Representative any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares by the Underwriters at the initial public offering price. (d)Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have been no litigation or other proceeding instituted against the Company or any of its respective officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would be reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company. (e)Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the Closing Date and, as if made at the Closing Date and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date, shall have been duly performed, fulfilled or complied with. (f)The Representative shall have received opinions, dated the Closing Date, and satisfactory in form and substance to counsel for the Underwriters, from H. T. Arthur, Esquire, and McNair Law Firm, P.A., counsel to the Company, in substantially the respective forms set forth in Exhibit A and Exhibit B. (g)The Representative shall have received opinions, dated the Closing Date, from Reid & Priest LLP, counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinion shall be satisfactory in all respects to the Representative. (h)Concurrently with the execution and delivery of this Agreement, the Accountants shall have furnished to the Representative a letter, dated the date of its delivery, addressed to the Representative and in form and substance satisfactory to the Representative, confirming that they are independent accountants with respect to the Company as required by the Act and the Rules and Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement or incorporated by reference therein. At the Closing Date, the Accountants shall have furnished to the Representative a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the letter from the Accountants, that nothing has come to their attention during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than five days prior to the Closing Date which would require any change in their letter dated the date hereof, if it were required to be dated and delivered at the Closing Date. 24 (i)Concurrently with the execution and delivery of this Agreement and at the Closing Date, there shall be furnished to the Representative an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Representative, to the effect that: (i) Each person executing such certificate has carefully examined the Registration Statement and the Prospectus (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) and (A) as of the date of such certificate, such documents are true and correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not untrue or misleading and (B) in the case of the certificate delivered at the Closing Date, since the Effective Date no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading in any material respect and there has been no document required to be filed under the Exchange Act and the Exchange Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Prospectus that has not been so filed. (ii) Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects. (iii) Each of the covenants required herein to be performed by the Company on or prior to the delivery of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the date of such certificate has been duly, timely and fully complied with. (j)The Shares shall be qualified for sale in such states as the Representative may reasonably request, each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date. (k)The Company shall have furnished to the Representative a certified copy of the Order of the PSC authorizing the issuance, sale and delivery by the Company of the Shares. (l)The Company shall have filed articles of amendment to the articles of incorporation of the Company with the Office of the Secretary of State of South Carolina as necessary to designate the relative rights, preferences and limitations with respect to the Shares. (m)The Company shall have furnished to the Representative such certificates, in addition to those specifically mentioned herein, as the Representative may have reasonably requested as to the accuracy and completeness at the Closing Date of any statement in the Registration Statement or the Prospectus or any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, as to the accuracy at the Closing Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Representative. 25 6.Indemnification. (a)The Company will indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or the omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, provided that the Company will not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representative on behalf of any Underwriter expressly for inclusion in the Registration Statement or the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have. (b)Each Underwriter will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each director, officer, employee or agent of the Company to the same extent as the foregoing indemnity from the Company to each Underwriter, but only insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representative on behalf of such Underwriter expressly for use in the Registration Statement or the Prospectus. This indemnity will be in addition to any liability that each Underwriter might other- wise have. (c)Any party that proposes to assert the right to be indemnified under this Section 6 will, promptly after receipt of notice of any threatened claim or the commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 6, notify each such indemnifying party of such threatened claim or the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve it from any liability that it may have to any indemnified party under the foregoing provisions of this Section 6 unless, and only to the extent that, such omission results in actual prejudice to the indemnifying party caused by such omission. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such 26 indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). Notwithstanding anything in this Agreement to the contrary, if an indemnified party withholds its consent to any settlement arranged by an indemnifying party involving only the payment of money and the asserted liability is ultimately determined to be greater than the amount of the arranged settlement, the damages to be paid by the indemnifying party with respect to such liability shall not exceed the amount of such arranged settlement plus the amount of all expenses incurred with respect to such asserted liability through the date on which such arrangement of settlement was made and communicated to the indemnified party, with the indemnified party being responsible for all expenses incurred with respect to such asserted liability thereafter. (d)In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this Section 6 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Underwriters, such as persons who control the Company within the meaning of the Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and any one or more of the Underwriters may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the initial supplement to the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 3(a) hereof. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions which resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by 27 reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Representative on behalf of the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 6(d) shall be deemed to include, for purpose of this Section 6(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it, and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute as provided in this Section 6(d) are several in proportion to their respective underwriting obligations and not joint. For purposes of this Section 6(d), any person who controls a party to this Agreement within the meaning of the Act will have the same rights to contribution as that party, and each director, officer, agent or employee of the Company will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of any threatened claim or the commencement of any action against such party in respect of which a claim for contribution may be made under this Section 6(d), will notify any such party or parties from whom contribution may be sought, but the omission so to notify will not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 6(d). No party will be liable for contribution with respect to any action or claim settled without its written consent (which consent will not be unreasonably withheld). (e)The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Underwriters, (ii) acceptance of any of the Shares and payment therefor or (iii) any termination of this Agreement. 7.Termination. The obligations of the several Underwriters under this Agreement may be terminated at any time on or prior to the Closing Date by notice to the Company from the Representative, without liability on the part of any Underwriter to the Company, if, prior to delivery and payment for the Shares in the sole judgment of the Representative, (a) trading in any of the equity securities of the Company shall have been suspended by the Commission, by an exchange that lists the Shares or by the National Association of Securities Dealers Automated Quotation National Market System, (b) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such exchange or by order of the Commission or any court or other governmental authority, (c) a general banking moratorium shall have been declared by either Federal or New York State authorities or (d) any material adverse change in the financial or securities markets in the United States or 28 in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the United States of a national emergency or war or other calamity or crisis shall have occurred the effect of any of which is such as to make it, in the sole judgment of the Representative, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated by the Prospectus. 8.Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Shares which it or they have agreed to purchase hereunder, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Shares, the other Underwriters shall be obligated, severally, to purchase the Shares which such defaulting Underwriter or Under- writers agreed but failed or refused to purchase, in the proportions which the number of Shares which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Shares which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 8 by more than one-ninth of the number of Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Shares and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 9.Miscellaneous. Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified, shall be mailed or delivered (a) if to the Company, at the office of the Company, 1426 Main Street, Columbia, South Carolina 29201, Attention: Corporate Secretary, or (b) if to the Underwriters, to the Representative at the offices of PaineWebber Incorporated, 1285 Avenue of the Americas, New York, New York 10019, Attention: Corporate Finance Department. Any such notice shall be effective only upon receipt. Any notice under Section 7 or 8 may be made by telex or telephone, but if so made shall be subsequently confirmed in writing. This Agreement has been and is made solely for the benefit of the several Underwriters and the Company and of the controlling persons, directors and officers referred to in Section 6, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" as used in this Agreement shall not include a purchaser, as such purchaser, of Shares from any of the several Underwriters. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. 29 In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, SOUTH CAROLINA ELECTRIC & GAS COMPANY By: _______________________________ Title: _______________________________ Confirmed as of the date first above mentioned: By: _____________________________ Title: _____________________________ 30 SCHEDULE I UNDERWRITERS Number of Name of Shares Underwriters to be Purchased ............................. 31 Exhibit A Form of Opinion of H. T. Arthur, Esq., Counsel to the Company 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is duly licensed or qualified to do business and is in good standing as a foreign corporation under the laws of each jurisdiction which requires such license or qualification wherein it owns or leases material properties or conducts material business, has full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement or the Prospectus. The Company has no subsidiaries. 2. The outstanding shares of Common Stock have been, and the Shares, when paid for by the Underwriters in accordance with the terms of the Agreement, will be, duly authorized, validly issued, fully paid and nonassessable and will not be subject to any preemptive or similar right. 3. No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the consummation by the Company of the transactions contemplated by the Agreement, except such as have been obtained under the Act and the Rules and Regulations and such as may be required under state securities or Blue Sky laws, such as may be required by the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Shares and such authorization as may be required from the Public Service Commission of the State of South Carolina, which has been obtained and is in full force and effect. All references in this opinion to the Agreement shall include the Price Determination Agreement. 4. The authorized and outstanding capital stock of the Company is as set forth in the Registration Statement and the Prospectus except to the extent that additional shares of the Company's preferred stock have been purchased or redeemed by operation of mandatory sinking fund provisions. The description of the Common Stock contained in the Prospectus conforms to the terms thereof contained in the Company's articles of incorporation. 5. The Registration Statement and the Prospectus comply, and any document incorporated by reference into the Prospectus at the time it was filed complied, in all material respects as to form with the requirements of the Act, the Exchange Act, the Exchange Act Rules and Regulations and the Rules and Regulations (except that I express no opinion as to financial statements, schedules and other financial and statistical data contained in the Registration Statement or the Prospectus or incorporated by reference therein). 6. I have participated in the preparation of the Registration Statement and the Prospectus and nothing has come to my attention which has caused me to believe that, both as of the Effective Date and as of the Closing Date, the Registration State- ment, or any amendment thereto, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that any Prospectus or any amendment or supplement thereto including any documents incorporated by reference into the Prospectus, at the time such Prospectus was issued, at the time any such amended or supplemented Prospectus was issued, and at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements herein, in the light of the circumstances in which they were made, not misleading (except that I express no opinion as to financial statements, schedules and other financial or statistical data contained in the Registration Statement or the Prospectus or incorporated by reference therein). 32 7. The Registration Statement has become effective under the Act and, to the best of my knowledge, no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or is threatened, pending or contemplated. 8. I have reviewed all contracts, instruments or other documents referred to in the Registration Statement and the Prospectus and such contracts or other documents are fairly summarized or disclosed therein, and filed as exhibits thereto as required, and, after due inquiry, I do not know of any contracts, instruments or other documents required to be so summarized or disclosed or filed or required to be filed under the Exchange Act if upon such filing they would be incorporated, in whole or in part, by reference therein which have not been so summarized or disclosed or filed. 9. All descriptions in the Prospectus of statutes, regulations or legal or governmental proceedings are accurate and fairly present the information required to be shown. 10. The Company has full corporate power and authority to enter into the Agreement, and the Agreement has been duly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and, except for the indemnification and contribution provisions thereof as to which I express no opinion and assuming, with your permission, that the provisions of New York law (under which the Agreement is governed) are identical in all respects to those of South Carolina law, is enforceable in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting creditors' rights generally and by general equitable principles. 11. The execution and delivery of the Agreement by the Company, the consummation by the Company of the transactions therein contemplated and the compliance by the Company with the terms of the Agreement do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default or result in the acceleration of any obligation under, the articles of incorpo- ration or by-laws of the Company or any of its subsidiaries, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument known to me to which the Company or any of its subsidiaries is a party or by which it or any of its properties is bound or affected, or any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of its subsidiaries (except that I express no opinion as to the securities or Blue Sky laws of any jurisdiction other than the United States) except for liens, charges, encumbrances, breaches, violations, defaults or conflicts which would not reasonably be expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries considered as one enterprise. 12. Delivery of certificates for the Shares will transfer valid and marketable title thereto to each Underwriter that has purchased such Shares in good faith and I am not aware, after due inquiry, of any adverse claim with respect thereto, and, assuming the Underwriters have taken no action to create any lien, encumbrance or claim with respect to the Shares, such Shares are free and clear of all liens, encumbrances and claims. 33 13. I know of no actions, suits or proceedings pending or threatened against or affecting the Company or any of its subsidiaries or the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company or any of its subsidiaries, or any of their respective officers in their capacities as such, before or by any Federal or state court, commission, regulatory body, administrative agency or other governmental body, wherein an unfavorable ruling, decision or finding would be reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries considered as one enterprise, except as set forth in or contemplated by the Registration Statement and the Prospectus. 14. To the best of my knowledge, neither the Company nor any of its subsidiaries is in violation of its articles of incorporation, by-laws or other charter documents or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default or acceleration) in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument known to me to which the Company or any of its subsidiaries is a party or by which it or its properties is bound or affected, except for defaults which are not reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries considered as one enterprise, and neither the Company nor any of its subsidiaries is in violation of any judgment, ruling, decree, order, franchise, license or permit known to me or any statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of its subsidiaries, which violation or default would be reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company or any of its subsidiaries considered as one enterprise. 15. The Company does not own any shares of capital stock of a "public utility company" or a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, and is not a "holding company" or a "subsidiary " of a "registered holding company" within the meaning of such Act. In rendering this opinion, such counsel may rely upon the representations contained in the Underwriting Agreement, upon certificates of state officials as to the Company's good standing, and upon certificates of officers of the Company as to matters of fact relevant to this opinion. 34 Exhibit B Form of Opinion of McNair Law Firm, P.A., Counsel to the Company 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is duly licensed or qualified to do business and is in good standing as a foreign corporation under the laws of each jurisdiction which requires such license or qualification wherein it owns or leases material properties or conducts material business, has full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement or the Prospectus. 2. The Shares when paid for by the Underwriters in accordance with the terms of the Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will not be subject to any preemptive or similar right. 3. The authorized and outstanding capital stock of the Company is as set forth in the Registration Statement and the Prospectus except to the extent that shares of the Company's preferred stock have been purchased or redeemed by operation or mandatory sinking fund provisions. The description of the Shares contained in the Prospectus conforms to the terms thereof contained in the Company's articles of incorporation. 4. The Registration Statement and the Prospectus comply, and any document incorporated by reference into the Prospectus at the time it was filed complied, in all material respects as to form with the requirements of the Act, the Exchange Act, the Exchange Act Rules and Regulations and the Rules and Regulations (except that we express no opinion as to financial statements, schedules and other financial and statistical data contained in the Regis- tration Statement or the Prospectus or incorporated by reference therein). 5. We have participated in the preparation of the Registration Statement and the Prospectus and nothing has come to our attention which has caused us to believe that, both as of the Effective Date and as of the Closing Date, the Registration State- ment, or any amendment thereto, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that any Prospectus or any amendment or supplement thereto including any documents incorporated by reference into the Prospectus, at the time such Prospectus was issued, at the time any such amended or supplemented Prospectus was issued, at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading (except that we express no opinion as to financial statements, schedules and other financial or statistical data contained in the Registration Statement or the Prospectus or incorporated by reference therein). 6. The Registration Statement has become effective under the Act and, to the best of our knowledge, no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or is threatened, pending or contemplated. 35 7. The Company has full corporate power and authority to enter into the Agreement, and the Agreement has been duly authorized, executed and delivered by the Company. 8. The execution and delivery of the Agreement by the Company, the consummation by the Company of the transactions therein contemplated and the compliance by the Company with the terms of the Agreement do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default or result in the acceleration of any obligation under, the articles of incorporation or by-laws of the Company, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument known to us to which the Company is a party or by which it or any of its property is bound or affected, or any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company (except that we express no opinion in this paragraph as to Federal securities laws (certain aspects of which are addressed elsewhere in this opinion) or Blue Sky laws of any jurisdiction) except for liens, charges, encumbrances, breaches, violations, defaults or conflicts which are not reasonably expected to have a materially adverse effect on the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company enterprise. 9. The Company does not own any shares of capital stock of a "public utility company" or a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, and is not a "holding company" or a "subsidiary " of a "registered holding company" within the meaning of such Act. In rendering the foregoing opinion, counsel may rely, to the extent they deem such reliance proper, on the opinions (in form and substance reasonably satisfactory to Underwriters' counsel) of other counsel reasonably acceptable to Underwriters' counsel as to matters governed by the laws of jurisdictions other than the United States and the State of South Carolina, and as to matters of fact, upon certificates of officers of the Company and of government officials; provided that such counsel shall state that the opinion of any other counsel is in form satisfactory to such counsel and, in such counsel's opinion, such counsel and the Representative are justified in relying on such opinions of other counsel. Copies of any such opinions shall be furnished to counsel to the Underwriters on the Closing Date. 36 EX-3 3 EXHIBIT 3-L STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant Section 3-10-106 of the 1976 South Carolina Code, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: 1. The name of the corporation is South Carolina Electric & Gas Company. 2. On February 18, 1997 the corporation adopted the following Amendment(s) of its Articles of Incorporation: See Exhibit A attached hereto. 3. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert "not applicable" or "NA"). N/A 4. Complete either a or b, whichever is applicable. a. __ Amendment(s) adopted by shareholder action. At the date of adoption of the amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was: Number of Voting Shares Number of Outstanding Shares Number of Votes Entitled to be Cast Number of Votes Represented at the meeting Undisputed* Shares Voted For Against *NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group. b. X Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and shareholder action was not required. 5. Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See 33-1- 230(b)):_______________. DATE____________________ South Carolina Electric & Gas Company By:___________________________________ (Signature) ___________________________________ (Type or Print Name and Office) 37 FILING INSTRUCTIONS 1. Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed. 2. If the space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form. 3. Filing fees and taxes payable to the Secretary of State at time of filing application. Filing Fee $ 10.00 Filing tax 100.00 Total $110.00 Form Approved by South Carolina Secretary of State 1/89 38 EXHIBIT A The Board of Directors of South Carolina Electric & Gas Company (the "Company"), pursuant to Section 33-10-106 of the South Carolina Code 1976, as amended, and Section B.2 of Article V of the Restated Articles of Incorporation of the Company, as amended, has, by resolution duly adopted on February 18, 1997, established and designated a new series of its Preferred Stock comprising ______________ shares of the par value of $100 per share, designated "______% Cumulative Preferred Stock," having, in addition to the relative rights, limitations and preferences set forth in Article V of the Restated Articles of Incorporation of the Company, as amended, the following relative rights, limitations and preferences: 1. (a) Subject to the provisions of Section C of Article V of the Restated Articles of Incorporation of the Company, as amended, and subject to adjustment pursuant to the provisions of Subparagraph (b) of this Paragraph 1, dividends shall be payable upon the % Cumulative Preferred Stock in the manner contemplated by said Section C at the rate of ______% of par value per annum. Dividends shall be cumulative from the date of the original issuance of the first share of the % Cumulative Preferred Stock. (b)If, prior to 18 months after the date of the original issuance of the ______% Cumulative Preferred Stock, one or more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the percentage of the dividends-received deduction (currently 70%) as specified in section 243(a)(1) of the Code or any successor provision (the "Dividends-Received Percentage"), certain adjustments may be made in respect of the dividends payable by the Company with respect to the _____% Cumulative Preferred Stock, and Post Declaration Date Dividends and Retroactive Dividends (as such terms are defined below) may become payable, as described in the further provisions of this Subparagraph (b). The amount of each dividend payable (if declared) per share of ______% Cumulative Preferred Stock for dividend payments made on or after the effective date of such change in the Code will be adjusted by multiplying the amount of the dividend payable at the stated dividend rate of ______% (before adjustment) by a factor, which will be the number determined in accordance with the following formula (the "DRD Formula"), and rounding the result to the nearest cent (with one-half cent rounded up): 1-.35 (1-.70) 1-.35 (1-DRP) For the purposes of the DRD Formula, "DRP" means the Dividends-Received Percentage (expressed as a decimal) applicable to the dividend in question; provided, however, that if the Dividends-Received Percentage applicable to the dividend in question shall be less than 50%, then the DRP shall equal .50. No amendment to the Code, other than a change in the percentage of the dividends-received deduction set forth in section 243(a)(1) of the Code or any successor provision thereto, will give rise to an adjustment. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Company receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Company or a private letter ruling or similar form of authorization from the Internal Revenue Service ("IRS") to the effect that such amendment does not apply to a dividend payable on the ______% Cumulative Preferred Stock, then such amendment will not result in the adjustment provided for pursuant to the DRD Formula with respect to such dividend. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. Unless the context otherwise requires, references to dividends in this Subparagraph (b) mean dividends as 39 adjusted by the DRD Formula. The Company's calculation of the dividends payable, as so adjusted and as certified accurate as to calculation and reasonable as to method by the independent certified public accountants then regularly engaged by the Company, shall be final and not subject to review absent manifest error. Notwithstanding the foregoing, if any such amendment to the Code is enacted after the dividend payable on a dividend payment date has been declared, the amount of the dividend payable on such dividend payment date will not be increased; instead, additional dividends (the "Post Declaration Date Dividends") equal to the excess, if any, of (x) the product of the dividend paid by the Company on such dividend payment date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividend-Received Percentage applicable to the dividend in question and .50) over (y) the dividend paid by the Company on such dividend payment date, will be payable (if declared) to holders of ______% Cumulative Preferred Stock on the record date applicable to the next succeeding dividend payment date or, if the ______% Cumulative Preferred Stock is called for redemption prior to such record date, to holders of ______% Cumulative Preferred Stock on the applicable redemption date, as the case may be, in addition to any other amounts payable on such date. If any such amendment to the Code is enacted and the reduction in the Dividends-Received Percentage retroactively applies to a dividend payment date as to which the Company previously paid dividends on the ______% Cumulative Preferred Stock (each, an "Affected Dividend Payment Date"), the Company will pay (if declared) additional dividends (the "Retroactive Dividends") to holders of ______% Cumulative Preferred Stock on the record date applicable to the next succeeding dividend payment date (or, if such amendment is enacted after the dividend payable on such dividend payment date has been declared, to holders of ______% Cumulative Preferred Stock on the record date following the date of enactment), or, if the ______% Cumulative Preferred Stock is called for redemption prior to such record date, to holders of ______% Cumulative Preferred Stock on the applicable redemption date, as the case may be, in an amount equal to the excess of (x) the product of the dividend paid by the Company on each Affected Dividend Payment Date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividends- Received Percentage and .50 applied to each Affected Dividend Payment Date) over (y) the sum of the dividend paid by the Company on each Affected Dividend Payment Date. The Company will only make one payment of Retroactive Dividends for any such amendment. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Company receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Company or a private letter ruling or similar form of authorization from the IRS to the effect that such amendment does not apply to a dividend payable on an Affected Dividend Payment Date for the ______% Cumulative Preferred Stock, then such amendment will not result in the payment of Retroactive Dividends with respect to such Affected Dividend Payment Date. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. Notwithstanding the foregoing, no adjustment in the dividends payable by the Company shall be made, and no Post Declaration Date Dividends or Retroactive Dividends shall be payable by the Company, in respect of the enactment of any amendment to the Code 18 months or more after the date of original issuance of the ______% Cumulative Preferred Stock that reduces the Dividends-Received Percentage. 40 In the event that the amount of dividends payable per share of the _____% Cumulative Preferred Stock is adjusted pursuant to the DRD Formula and/or Post Declaration Date Dividends or Retroactive Dividends are to be paid, the Company will give notice of each such adjustment and, if applicable, any Post Declaration Date Dividends and Retroactive Dividends to the holders of ______% Cumulative Preferred Stock. 2. Subject to the provisions of Sections C and E of Article V of the Restated Articles of Incorporation of the Company, as amended, on or after , 2007, the Company, at its option, may redeem the % Cumulative Preferred Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at the redemption price of $100 per share plus an amount equal to the dividend (whether or not declared) accrued but not previously paid to but excluding the date of such redemption, including any adjustments in dividends payable due to changes in the Dividends-Received Percentage. 3. The % Cumulative Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. 41 EX-5 4 EXHIBIT 5 South Carolina Electric & Gas Company 1426 Main Street Columbia, South Carolina 29201 April 10, 1997 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Gentlemen: South Carolina Electric & Gas Company (the "Company") has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 for the registration under the Securities Act of 1933, as amended, of a proposed public offering of 1,000,000 shares of the Company's Cumulative Preferred Stock, $100 par value per share (the "Stock"). I am familiar with the preparation of the aforesaid Registration Statement and the preliminary Prospectus and Prospectus Supplement forming a part thereof and am familiar with the proceedings of the Company in connection with the proposed issuance and sale of the Stock. I have also made such further investigation as I have deemed pertinent and necessary as a basis for this opinion. Based on the foregoing, I hereby advise you that it is my opinion, upon (a) the aforesaid Registration Statement, as it may be amended, becoming effective; (b) the filing of articles of amendment setting forth the relative rights, preferences and limitations with respect to the Stock with the Office of the Secretary of State of South Carolina; and (c) the due execution, registration and delivery of the Stock to the purchaser or purchasers thereof against receipt of the purchase price therefor; the Stock will have been duly authorized and legally and validly issued and will be fully paid and non-assessable. I hereby consent to the use of this opinion in connection with the aforesaid Registration Statement and I also consent to the making of the statements with reference to me under the heading "Legal Opinions" in the aforesaid Prospectus and Registration Statement. Very truly yours, s/H. T. Arthur H. T. Arthur General Counsel 42 EX-12 5 Exhibit 12 SOUTH CAROLINA ELECTRIC & GAS COMPANY COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS For Each of the Five Years Ended December 31, 1996 (Thousands of Dollars) Year Ended December 31, 1996 1995 1994 1993 1992 Fixed Charges and Preferred Stock Dividends: Interest on long-term debt.................. $ 94,834 $ 96,138 $ 85,368 $ 77,975 $ 79,452 Amortization of debt premium, discount and expense (net).............................. 2,315 2,223 1,993 1,435 765 Interest on debt to affiliate............... - 114 279 29 16 Other interest expense...................... 7,367 9,210 4,910 5,783 6,761 Interest component of rentals............... 2,255 2,771 2,692 2,823 923 Preferred stock dividends................... 5,433 5,687 5,955 6,217 6,474 Total Fixed Charges and Preferred Stock Dividends (A).................... $112,204 $116,143 $101,197 $ 94,262 $ 94,391 Earnings, as defined: Income...................................... $190,482 $169,185 $152,043 $145,968 $102,163 Income taxes................................ 108,176 97,249 82,716 80,738 50,158 Total fixed charges......................... 106,771 110,456 95,242 88,045 87,917 Total Earnings (B)...................... $405,429 $376,890 $330,001 $314,751 $240,238 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (B/A).. 3.61 3.25 3.26 3.34 2.55
43 EX-23 6 Exhibit 23A INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of South Carolina Electric & Gas Company on Form S-3 of our report dated February 7, 1997 appearing in the Annual Report on Form 10-K for the year ended December 31, 1996 of South Carolina Electric & Gas Company and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. s/DELOITTE & TOUCHE, LLP DELOITTE & TOUCHE, LLP Columbia, South Carolina April 10, 1997 44 EX-25 7 Exhibit 25 POWER OF ATTORNEY The undersigned directors of South Carolina Electric & Gas Company (the "Company"), hereby appoint W. B. Timmerman, J. L. Skolds and K. B. Marsh, and each of them severally, as the attorney-in-fact of the undersigned, to sign in the name(s) and behalf of the undersigned, in any and all capacities stated therein, and to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a Registration Statement on Forms S-3, and any and all amendments thereto with respect to the issuance and sale of up to 1,000,000 shares of such Company's Cumulative Preferred Stock. Dated: February 18, 1997 Columbia, South Carolina s/B. L. Amick s/Benjamin A. Hagood B. L. Amick Benjamin A. Hagood Director Director s/W. B. Bookhart, Jr. s/W. Hayne Hipp W. B. Bookhart, Jr. W. Hayne Hipp Director Director s/ W. T. Cassels, Jr. s/F. C. McMaster W. T. Cassels, Jr. F. C. McMaster Director Director s/Hugh M. Chapman s/Henry Ponder Hugh M. Chapman Henry Ponder Director Director s/J. B. Edwards s/J. B. Rhodes J. B. Edwards J. B. Rhodes Director Director s/E. T. Freeman E. T. Freeman Director 45 -----END PRIVACY-ENHANCED MESSAGE-----