-----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, Wrnhqcd7Q+HoVOlRL+osnlL/NOeWAgL9+0i1CT3oQOzdpkOSZpH88AszgY1VpCy4 ULDTyKmzk+OxPefM3PW0Hg== 0000754737-06-000184.txt : 20060907 0000754737-06-000184.hdr.sgml : 20060907 20060907143129 ACCESSION NUMBER: 0000754737-06-000184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060906 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060907 DATE AS OF CHANGE: 20060907 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03375 FILM NUMBER: 061078970 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8032179000 MAIL ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 8-K 1 septemberarticles.htm SEPTEMBERARTICLES septemberarticles






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 6, 2006


Commission
Registrant, State of Incorporation,
I.R.S. Employer
File Number
Address and Telephone Number
Identification No.
     
     
1-3375
South Carolina Electric & Gas Company
57-0248695
 
(a South Carolina corporation)
 
 
1426 Main Street, Columbia, South Carolina 29201
 
 
(803) 217-9000
 
     


Not applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
     (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4(c))








Item 5.03(a) AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS,
CHANGE IN FISCAL YEAR.


Effective August 16, 2006, South Carolina Electric & Gas Company (SCE&G) amended its articles of incorporation to reduce, from 6,649 to 5,049, the number of authorized shares of SCE&G’s Cumulative Preferred Stock ($50 par value) 4.50% Series, (the “4.50% Series”), to reduce from 7,878 to 5,878 the number of authorized shares of SCE&G’s Cumulative Preferred Stock ($50 par value) 4.60% (A) Series (the “4.60% (A) Series”) and to reduce, from $296,033,311.50 to $295,853,311.50, SCE&G’s stated capital. The articles of amendment filed on August 16, 2006 (the “Prior Articles of Amendment”) were adopted to reflect SCE&G’s acquisition of 1,600 shares of the 4.50% Series and 2,000 shares of the 4.60% (A) Series that, pursuant to SCE&G’s articles of incorporation, may not be reissued.

On September 6, 2006 SCE&G filed articles of correction to the Prior Articles of Amendment to make the following corrections:

·  
In Item 4(a), SCE&G’s stated capital should total $295,952,911.50 (not $295,853,311.50 as previously stated in the Prior Articles of Amendment).

·  
In Item 4(b), the number of shares of the 4.50% Series and the 4.60% (A) Series should be reduced by 1,608 and zero (0) shares, respectively (not 1,600 and 2,000, respectively, as previously stated in the Prior Articles of Amendment).

·  
In Item 4(c), the total number of shares which SCE&G has authority to issue should be 53,592,405 (not 53,590,412 as previously stated in the Prior Articles of Amendment), including 5,041 shares of the 4.50% Series and 7,878 shares of the 4.60% (A) Series (not 5,049 and 5,878, respectively, as previously stated in the Prior Articles of Amendment).

South Carolina law provides that articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.




Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)  
Exhibits

 
3.01
Articles of Correction dated September 6, 2006 (Filed herewith)


 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
South Carolina Electric & Gas Company
 
                        (Registrant)
 
 
 
 
 
 
September 7, 2006   By:   /s/ James E. Swan, IV
 
James E. Swan, IV
 
Controller

 




   
EX-3.01 2 exh301.htm EXH301 exh301
Exhibit 3.01

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF CORRECTION


TYPE OR PRINT CLEARLY IN BLACK INK.

The following information is submitted pursuant to Section 33-1-240 of the 1976 South Carolina Code of Laws, as amended:

1.   The name of the corporation is South Carolina Electric & Gas Company    

2.   That on August 16, 2006 the corporation filed (fill out whichever is applicable):

     a. [ X ]  The following described document:

                         Articles of Amendment           

     b.  [ ]  The attached document (attach copy of the document).

3.   That this document was incorrect in the following manner:

Item 4(a): The amount of the stated capital of the corporation was incorrectly stated as  

$295,853,311.50. The correct stated capital of the corporation is $295,952,911.50.    

 
Item 4(b):  The reduction of the number of shares which the corporation has authority   

         to issue was incorrectly stated as 3,600 consisting of 1,600 shares of                
 
         Cumulative Preferred Stock ($50 par value) 4.50% Series and 2,000 shares of Cumulative     

Preferred Stock ($50 par value) 4.60% (A) Series. The correct reduction is 1,608 shares  

consisting solely of Cumulative Preferred Stock ($50 par value) 4.50% Series.     
 

Item 4(c): The number of shares which the corporation has authority to issue was     

incorrectly stated as 53,590,413 and included 5,049 shares of Cumulative Preferred Stock   

($50 par value) 4.50% Series and 5,878 shares of Cumulative Preferred Stock ($50 par value) 

4.60% (A) Series. The correct number of shares the corporation has authority to issue is   

53,592,405 and includes 5,041 shares of Cumulative Preferred Stock ($50 par value) 4.50%  
 
Series and 7,878 shares of Cumulative Preferred Stock ($50 par value) 4.60% (A) Series.   



4.      That the incorrect matters stated in Paragraph 3 should be revised as follows:

Items 4(a), 4(b) and 4(c) should be revised to read as set forth on Exhibit A attached hereto.  

 
Date:   September 6, 2006               South Carolina Electric & Gas Company   
                   Name of Corporation

        0; /s/Lynn M. Williams                    
              Signature

        Lynn M. Williams, Secretary            
        Type or Print Name and Office


Exhibit A to Articles of Correction
South Carolina Electric & Gas Company


4. (a)  The amount of the stated capital of the corporation, after giving effect to the cancellation of all shares of the corporation’s preferred stock that have been acquired by the corporation through the date of these articles of amendment and that, pursuant to the corporation’s articles of incorporation, may not be reissued, is $295,952,911.50

4. (b)  The reduction of the number of shares which the corporation has authority to issue is 1,608 itemized by class and series as follows:

Class
Series
No. of Shares
Cumulative Preferred Stock ($50 par value)
4.50%
1,608


4. (c)  The number of shares which the corporation has authority to issue, after giving effect to the cancellation of all shares of the corporation’s preferred stock that have been acquired by the corporation through the date of these articles of amendment and that, pursuant to the corporation’s articles of incorporation, may not be reissued, is 53,592,405, itemized by class and series as follows:

Class
Series
No. of Shares
     
Cumulative Preferred Stock ($50 par value)
5%
125,209
Cumulative Preferred Stock ($50 par value)
4.50%
5,041
Cumulative Preferred Stock ($50 par value)
4.60% (Series A)
7,878
Cumulative Preferred Stock ($50 par value)
5.125%
61,516
Cumulative Preferred Stock ($50 par value)
4.60% (Series B)
40,437
Cumulative Preferred Stock ($50 par value)
6%
52,324
Cumulative Preferred Stock ($100 par value)
6.52%
1,000,000
Serial Preferred Stock ($25 par value) (1/4 vote)
-----
2,000,000
Serial Preferred Stock ($50 par value) (1/2 vote)
-----
300,000
Common Stock ($4.50 par value)
-----
50,000,000
   
53,592,405




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