RegistrationAs Filed with the Securities and Exchange Commission on January 12, 2021
File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C.D.C. 20549FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OFThe Securities Act of 1933
| DOMINION ENERGY SOUTH CAROLINA, INC. | SOUTH CAROLINA | 57-0248695 | ||
(Exact name of Registrant as specified in its charter) | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
400 OTARRE PARKWAY, CAYCE,
SOUTH CAROLINA ELECTRIC & GAS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina 57-0248695
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1426 Main Street
Columbia, South Carolina 29201
29033
(803) 217-9000
(Address,
(Address, including zip code, and telephone number, including area code, of registrant'sregistrant’s principal executive offices)
H. T. Arthur, Esq.
Carlos M. Brown
Senior Vice President, and General Counsel SCANA Corporation
1426 Main Street
Columbia,and Chief Compliance Officer
Dominion Energy South Carolina, 29201
(803) 217-8547
(Name,Inc.
120 Tredegar Street
Richmond, Virginia 23219
Telephone: (804) 819-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies
Copies to:
John W. Currie, Esq. James J. Wheaton, Esq.
McNair Law Firm, P.A. Troutman Sanders LLP
1301 Gervais Street - 17th Floor 222 Central Park Avenue, Suite 2000
Columbia, SC 29201 Virginia Beach, VA 23462
(803) 799-9800 (757) 687-7500
Katherine K. DeLuca McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, Virginia 23219 (804) 775-1000 | Hannah T. Frank McGuireWoods LLP Tower Two-Sixty 260 Forbes Avenue, Suite 1800 Pittsburgh, Pennsylvania 15222 (412) 667-7936 |
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 Formform are being offered pursuant to dividend or interest reinvestment plans, please check the following box. (___)
¨
If any of the securities being registered on this Formform 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 Formform 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 for the same offering. (___)
¨
If this Formform 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 ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. (___)
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☐ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum aggregate
class of securities Amount to be offering offering Amount
to be registered registered price price* of registration
per unit* fee
First Mortgage Bonds $600,000,000 100% $600,000,000 $48,540
* Determined solely for the purpose of calculating the registration fee.
Note: Fees of $46,000 were previously paid in connection with Registration
Statement No. 333-101449. Of the First Mortgage Bonds registered under
Registration Statement No. 333-101449, $100,000,000 principal amount is being
carried forward, for which the associated registration fee was $9,200.
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Unit(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(2) | ||||
First Mortgage Bonds | $1,500,000,000 | 100% | $1,500,000,000 | $163,650 | ||||
| (1) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(o) under the Securities Act and is exclusive of accrued interest, if any. |
| (2) | Calculated in accordance with Rule 457(o) under the Securities Act. |
The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429, the prospectus included in this registration statement
includes $100,000,000 principal amount First Mortgage Bonds previously
registered under Registration Statement No. 333-101449.
SUBJECT TO COMPLETION, DATED JANUARY 12, 2021
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED ,
PROSPECTUS
$700,000,000
DOMINION ENERGY SOUTH CAROLINA, ELECTRIC & GAS COMPANY
1426 Main Street
Columbia,INC.
400 Otarre Parkway
Cayce, South Carolina 29201
29033
(803) 217-9000
First Mortgage Bonds
From time to time, we may offer and sell our securities in one or more series under this prospectus.
We will file prospectus supplements and may provide other offering materials that furnish specific terms of the securities to be offered under this prospectus. The terms of the securities will include the initial offering price, aggregate amount of the offering, listing on any securities exchange or quotation system, investment considerations and the agents, dealers or underwriters, if any, to be used in connection with the sale of the securities. You should read this prospectus and any supplement or other offering materials carefully before you invest.
Investing in our First Mortgage Bonds, which we refer to herein as the
New Bonds,securities involves risks. See "Risk Factors"For a description of these risks, see “Risk Factors” on page for information4 of this prospectus and the Risk Factors section of our most recent Annual Report on certain
factors you should consider before buyingForm 10-K and in our other reports we file with the New Bonds.
Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this
This prospectus is dated , 2003.
Table of Contents
Page
About this Prospectus...............................................
Risk Factors........................................................
Where You Can Find More Information.................................
South Carolina Electric & Gas Company...............................
Ratio of Earnings to Fixed Charges..................................
Use of Proceeds.....................................................
Description of the New Bonds........................................
Book-Entry System...................................................
Plan of Distribution................................................
Experts.............................................................
Legal Opinions......................................................
ABOUT THIS PROSPECTUS
.........This
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") utilizing(SEC) using a "shelf"shelf registration process. Under this shelf process, we may, from time to time, sell any or all of the New Bondssecurities described in this prospectus in one or more offerings up to a total
offeringan aggregate principal amount of $700,000,000. $1,500,000,000.
This prospectus provides you with a general description of the New Bonds.securities we may offer. Each time we sell New Bonds,securities, we will provide a prospectus supplement or other offering materials that will contain specific information about the terms of that offering. Material federal income tax considerations applicable to the offered securities will also be discussed in the applicable prospectus supplement or other offering materials as necessary. The prospectus supplement or other offering materials may also add, update or change information contained in this prospectus. You should read both this prospectus, and the relevantany prospectus supplement or other offering materials together with the additional information described under the heading "Where You Can Find More Information."
.........We believeWHERE YOU CAN FIND MORE INFORMATION. When we have included all information material to investors
but certain details that may be important to you have not been included. To see
more detail, you should readuse the exhibits filed withterms “we”, “our”, “us”, or the registration statement
and the information incorporated by reference in this prospectus. All references“Company” in this prospectus, we are referring to "SCE&G," "we," "us" and "our" are toDominion Energy South Carolina, Electric & Gas Company and its subsidiary unless otherwise indicated.
RISK FACTORS
..........Investing in the New Bonds involves risks that could affect us and our
business as well as the energy industry generally. We have identified a number
of these risk factors in our most recent Annual Report on Form 10-K for the year
ended December 31, 2002, under the heading "Risk Factors" within Item 1,
Business, which is incorporated by reference into this prospectus. Much of the
financial and operational data and other business information contained in our
risk factors is updated in our periodic reports, which are also incorporated by
reference into this prospectus. Before purchasing our securities, you should
carefully consider the risks discussed in our Annual Report on Form 10-K, any
new or updated risk factors that may be contained in any of our periodic reports
filed after the date of this prospectus, and any risk factors contained in any
prospectus supplement. Each of the risks described could affect the value of
your investment in the New Bonds.
Inc.
WHERE YOU CAN FIND MORE INFORMATION
.........We
We file annual, quarterly and specialcurrent reports proxy statements and other information with the SEC. Our file number with the SEC is 001-3375. Our SEC filings are available to the public over the Internet at the SEC'sSEC’s web site at http://www.sec.gov. You maywww.sec.gov. Our SEC filings are also read
and copy any document we file with the SEC at, and obtain copies of these
documents by mail (at prescribed rates) from, the Public Reference section of
the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further informationavailable on the operationwebsite of our parent, Dominion Energy, Inc. (Dominion Energy), at http://www.dominionenergy.com. Dominion Energy’s website also includes other information about us, Dominion Energy and certain of Dominion Energy’s other subsidiaries. The information available on Dominion Energy’s website (other than the publicdocuments expressly incorporated by reference rooms. Because we have preferred stock whichinto this prospectus as set forth below) is listed on The New York
Stock Exchange,not incorporated by reference into this prospectus and you may also read our filings at the Stock Exchange's offices at
20 Broad Street, New York, New York 10005.
..........This prospectus doesshould not repeat importantconsider such information that you can find
in the registration statement and in the reports and other documents which we
file with the SEC under the Securities Exchange Acta part of 1934 (the "Exchange
Act"). this prospectus.
The SEC allows us to "incorporate“incorporate by reference"reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an importantconsidered to be part of this prospectus and information that we file later with the SEC will automatically update andor supersede some of this information. We incorporate by reference our Annual Report on Form 10-K for the year ended
December 31, 2002, our Quarterly Reports on Form 10-Q fordocuments listed below (other than any portions of the quarters ended
March 31, 2003 and June 30, 2003, our Current Reports on Form 8-K filed January
15, 2003, January 17, 2003, February 19, 2003, and May 16, 2003documents not deemed to be filed) and any future filingfilings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), until we sell all of the New Bonds. In addition, we are also
incorporatingsecurities covered by reference any additional documents that we file with the SEC
pursuant to these sections of the Exchange Act after the date of the filing of
the registration statement containing this prospectus and prior to the date of
effectiveness of the registration statement.
.........We are not required to, and do not, provide annual reports to
holders of our debt securities unless specifically requested by a holder.
.........Youprospectus:
| • | Annual Report on Form 10-K for the year ended December 31, 2019; and |
| • | Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. |
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You may request a copy of our SEC filingsany of the documents incorporated by reference at no cost, by writing, telephoning or telephoningemailing us at the following address or phone number, as the case may be:
..........H. John Winn, III
..........Director - Investor Relations and Shareholder Servicesat:
Corporate Secretary
Dominion Energy South Carolina, Electric & Gas Company
..........Columbia, South Carolina 29218
..........(803) 217-9240
.........You may obtain moreInc.
600 East Canal Street
Richmond, Virginia 23219
1-800-552-4034
shareholderservices@dominionenergy.com
You should rely only on the information by contacting SCANA's Internet
website at http://www.scana.com (which is not intended to be an active
hyperlink). The information on SCANA's Internet website is not incorporated by reference in this prospectus, and you should not consider it part of this
prospectus.
.........You should rely on the information we incorporate by reference or provideprovided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. YouIf anyone provides you with different or inconsistent information, you should not assume that therely on it. This prospectus may only be used where it is legal to sell these securities. The information which appears in this prospectus or anyand which is incorporated by reference in this prospectus supplement ismay only be accurate as of any date other than the date onof this prospectus or the frontdate of those
documents, because ourthe document in which incorporated information appears. Our business, financial condition, results of operations and prospects may have changed since that date.
SOUTH CAROLINA ELECTRIC & GAS
FORWARD-LOOKING STATEMENTS
This prospectus or other offering materials may contain or incorporate by reference forward-looking statements. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance. These statements, by their nature, involve estimates, projections, forecasts and uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking statements. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves; generally applicable factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements will be discussed in our reports on Forms 10-K, 10-Q and 8-K incorporated by reference herein and in prospectus supplements and other offering materials.
By making forward-looking statements, we are not intending to become obligated to publicly update or revise any forward-looking statements whether as a result of new information, future events or other changes. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as at their dates.
THE COMPANY
General
We are
The Company, a wholly-owned subsidiary of SCANA Corporation and a regulated public utility headquartered in Cayce, South Carolina, is a South Carolina corporation organized in 1924. The Company is engaged in the generation, transmission distribution and saledistribution of electricity and the purchase and sale, primarily at retail, of natural gasto approximately 758,000 customers in
South Carolina. Our electric service area extends into 24 counties covering more
than 15,000 square miles of the central, southern and southwestern portions of South Carolina. Our service area forAdditionally, the Company sells natural gas encompasses all or part of 34
of South Carolina's 46 counties,to approximately 405,000 residential, commercial and covers more than 22,000 square miles. The
total population of the counties representing our combined service area in South
Carolina is approximately 2.7 million.
We provide all of our electric generation capacity through our own
facilities and maintain a balanced supply and demand position as it relates to
electric generation. We have executed a contract with a third party for the
portion of the generating capacity of a new Jasper County, South Carolina
generating station currently under construction that we do not expect to be able
to utilize immediately when that plant begins operations, which is scheduled for
2004.
We also operate and have a two-thirds interest in the V.C. Summer
nuclear station in South Carolina. This station furnished approximately 21% of
our electric generation capacity in 2002. In September 2002 we filed an
application with the Nuclear Regulatory Commission ("NRC") to extend our license
on the plant for an additional twenty years, until 2042. SCE&G expects the
extension to be issued in mid-2004.
..........In 1999 the Federal Energy Regulatory Commission ("FERC") mandated that
we reinforce our Lake Murray dam in order to comply with new federal safety
standards and maintain the lake in case of an extreme earthquake. Construction
for the project and related activities, which began in the third quarter of
2001, is expected to cost approximately $275 million and be completed in 2005.
We are subject to the jurisdiction of the Public Service Commission of
South Carolina ("PSC"). We maintain a generally constructive relationship with
the PSC. We are allowed, subject to PSC approval during annual fuel and
purchased gas cost hearings, full pass-through to retail customers of our
electric fuel and natural gas costs. Such approval has historically been
granted. There is also a weather normalization clause in effect for natural gas,
which mitigates our commodity price risk and allows us to focus our efforts on
serving our customers. The PSC approved an electric rate increase that went into
effect in February 2003. The rate increase relates primarily to our expenditures
for a recently completed generating station in Aiken County, South Carolina and
for the Jasper County plant.
Business Strategy
.........Our business plan is based on traditional utility operations. We
have a straight-forward strategic plan that is focused on retail service toindustrial customers in South Carolina. We believe we can implement
All of our common stock is owned by SCANA Corporation, which is a wholly owned subsidiary of Dominion Energy. Dominion Energy, headquartered in Richmond, Virginia and
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incorporated in Virginia in 1983, is one of the nation’s largest producers and transporters of energy serving more than 7 million customers in 16 states. Dominion Energy is not guaranteeing any of the securities described in this strategy by:
o........Maintaining excellent customer service.prospectus.
Our address and telephone number are: Dominion Energy South Carolina, Inc., 400 Otarre Parkway Cayce, South Carolina 29033, (803) 217-9000.
For additional information about us, see WHERE YOU CAN FIND MORE INFORMATION on page 2.
Investing in our securities involves certain risks. Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control. We have received several
prominent customer satisfaction awards, includingidentified a number one rankingof these factors under the heading “Risk Factors” in our Annual Report on Form 10-K for overall customer satisfactionthe year ended December 31, 2019 and in a national surveyour Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference in this prospectus, as well as in other information included or incorporated by reference in this prospectus and any prospectus supplement. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the discussions of large
electric customers releasedrisks that we have incorporated by TQS Researchreference before deciding whether an investment in August 2003 and a shared
second place rankingour securities is suitable for overall residential customer satisfaction
among electric utilitiesyou. See WHERE YOU CAN FIND MORE INFORMATION on page 2.
USE OF PROCEEDS
Unless otherwise indicated in the 12-state southern region in a study
released by J. D. Power and Associates in July 2003.
o Continuing our ability to provide cost-effective electric generation
with the completion of our Jasper plant and obtaining a license
extension for the V. C. Summer nuclear station.
o Maintaining a strong credit rating and capital structure.
o Developing our personnel by continued training. We conduct ongoing code
of conduct and compliance training for all of our employees annually.
RATIO OF EARNINGS TO FIXED CHARGES
Our historical ratios of earnings to fixed charges are as follows:
Twelve Months Ended Year Ended December 31,
------------------------------------------
June 30, 2003 2002 2001 2000 1999 1998
- ---------------------------- ---- ---- ---- ---- ----
3.33 3.47 3.78 4.24 3.71 4.40
For purposes of this ratio, earnings represent net income plus income taxes and
fixed charges. Fixed charges represent interest charges and the estimated
interest portion of annual rentals.
USE OF PROCEEDS
Weapplicable prospectus supplement or other offering materials, we will use the net proceeds from the sale of the New Bondssecurities offered by this prospectus to finance our
construction program,capital expenditures and to reduce short-term indebtedness incurred for such
purpose,retire or redeem debt securities issued by us and for other general corporate purposes.
purposes which may include the repayment of commercial paper or debt under any of our credit facilities.
DESCRIPTION OF THE NEWFIRST MORTGAGE BONDS
General
The term “Bonds” includes the first mortgage bonds to be offered and sold hereby. We will issue the New Bonds in one or more series under anour Indenture dated as of April 1, 1993 (the Indenture), between us (successor to South Carolina Electric & Gas Company) and The Bank of New York successorMellon Trust Company, N.A. (successor to NationsBank of Georgia, National Association,Association), as trustee (the "Trustee")Trustee), as amended and as supplemented (the "Mortgage"). The New Bonds and all other debt securities
issued and outstanding under the Mortgage are referredfrom time to in this prospectus as
the "Bonds." Capitalized terms used under this heading (other than under the
caption "The Class A Mortgage") which are not otherwise defined in this
prospectus have the meanings given those terms in the Mortgage.time. We have summarized selected provisions of the MortgageIndenture below. The Mortgage isIndenture has been filed as an exhibit to the registration statement, and you should read the MortgageIndenture for provisions that may be important to you. In the summary below, we have included references to section numbers of the MortgageIndenture so that you can easily locate these provisions.
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Provisions of a Particular Series
The New Bonds of a series need not be issued at the same time, bear interest at the same rate or mature on the same date. Unless otherwise provided in the terms of a series, a series may be reopened, without notice to or consent of any holder of outstanding Bonds, for issuances of additional New Bonds of that series. EachThe prospectus supplement which accompanies this prospectusor other offering materials for a particular series of Bonds will
set forth the following information to describe the terms of that series, including, if applicable, some or all of New Bonds related
to that prospectus supplement, unless the information is the same as the
information included in this section:
o following:
the title of the series of New Bonds;
o
the aggregate principal amount and any limit upon the aggregate principal amount of the series of New Bonds;
o the portion of the principal payable upon acceleration of maturity, if
other than the entire principal amount;
o
the date or dates on which the principal of the series of New Bonds will be payable, and any right that we have to change the date on which principal is payable;
o
the rate or rates at which the series of New Bonds will bear interest, if any (or the method of calculating the rate);
o
the date or dates from which the interest will accrue;
o
the interest payment dates on which the interest will be payable ("Interest Payment
Dates");
o payable;
the record dates for the interest payable on the Interest Payment
Dates;
o any payments due if the maturity of the New Bonds is accelerated;
o interest payment dates;
any option on our part to redeem the series of New Bonds and redemption terms and conditions;
o
any obligation on our part to redeem or purchase the series of New Bonds in accordance with any sinking fund or analogous provisions or at the option of the holder and the relevant terms and conditions for that redemption or purchase;
o
the denominations of the series of New Bonds;
o Bonds, if other than $1,000 and integral multiples thereof;
if the amount of the principal of or premium (if any) or interest on the series of Bonds is determined with reference to an index or other facts or events ascertainable outside of the Indenture, the manner in which such amount may be determined;
if the Bonds are convertible into or exchangeable for other securities, and if so, the conversion terms and conditions;
any variation to the definition of “Business Day” as defined in the Indenture;
the portion of the principal payable upon acceleration of maturity, if other than the entire principal amount;
the currency in which payments will be made if other than U.S. dollars, and the manner of determining the equivalent of those amounts in U.S. dollars;
if payments may be made, at our election or at the holder’s election, in a currency other than that in which the Bonds are stated to be payable, then the currency in which those payments may be made, the terms and conditions of the election and the manner of determining those amounts;
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whether the series of New Bonds is subject to a book-entry system of transfers and payments; and
o
| • | any other particular terms of the series of |
Payment of New Bonds; Transfers; Exchanges
We will pay any interest whichthat is due on each New Bond to the person in whose name that New Bond is registered as of the close of business on the record date relating to the Interest Payment Date. (Section 207)interest payment date. (Section 207) However, we will pay interest which is payable when the New Bonds mature (whether the New Bonds mature on their stated date of maturity, the date the New Bonds are redeemed or otherwise) to the person to whom the relevant principal payment on the New Bonds is to be paid.
We will pay principal of, and any premium and interest on, the New Bonds at our office or agency in Atlanta, Georgia (currently, the Trustee). The applicable prospectus supplement for any series of New Bonds will specify any other place of payment and any other paying agent. We may change the place at which the New Bonds will be payable, may appoint one or more additional paying agents (including us) and may remove any paying agent, all at our discretion. (Section 702)
(Section 702)
Except as provided in a prospectus supplement, if principal of or premium (if any) or interest on the Bonds is payable on a day which is not a Business Day, payment thereof may be postponed to the next succeeding Business Day, and no additional interest will accrue as a result of the delayed payment. (Section 116)
“Business Day” means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in Atlanta, Georgia are generally authorized or required by law, regulation or executive order to remain closed. (Section 101)
You may transfer or exchange the New Bonds for other New Bonds of the same series, in authorized denominations, (which are, unless otherwise stated in the
prospectus supplement, denominations of $1,000 and any integral multiple
thereof) and of like tenor and aggregate principal amount, at our office or agency in Atlanta, Georgia (currently, the Trustee). At our discretion, we may change the place for registration and transfer of the New Bonds, and we may appoint one or more additional security registrars (including us) and remove any security registrar. The prospectus supplement will identify any additional place for registration of transfer and any additional security registrar. You are not responsible for paying a service charge for any transfer or exchange of the New
Bonds, but you may have to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the New Bonds. (Sections 202 and 205)
For additional information with respect to the rights of the owners of
beneficial interests in New Bonds subject to a book-entry system of transfers
and payments, see "Book-Entry System."
(Section 205)
Redemption
The New Bonds are subject to redemption, as set forth in the relevantapplicable prospectus supplement, only upon notice by mail (unless waived) not less than 30 days (or such other period set forth in the applicable prospectus supplement) prior to the redemption date. If less than all the New Bonds of a series are to be redeemed, the particular New Bonds to be redeemed will be
6
selected by the method as shall be provided for any particular series, or in the absence of any such provision, by any method as the security registrar deems fair and appropriate. (Sections 409,(Sections 109, 903 and 904)
904)
We may, in any notice of redemption, make any redemption conditional upon receipt by the Trustee, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. If the Trustee has not received that money, we will not be required to redeem those New Bonds and we will then give notice to that effect. (Section 904)
(Section 904)
Security
General
The New Bonds of each series will be equally and ratably secured with all
other Bonds issued under the Mortgage.Indenture. The Bonds are secured by:
o a like principal amount of non-interest bearing first and refunding
mortgage bonds (the "Class A Bonds", as more particularly described
below), and
oby the lien of the MortgageIndenture on substantially all of our properties used in the generation, purchase, transmission, distribution andor sale of electricity which have not been released from, or transferred not subject to, the lien of the Indenture, and any other property which we may elect to subject to the lien of the Mortgage on the Mortgaged Property.
The lien of the Mortgage is junior to the lien of our Indenture, dated as
of January 1, 1945 (the "Class A Mortgage"Indenture. (Granting Clauses) to JPMorgan Chase Bank, successor to
Central Hanover Bank and Trust Company, as trustee (the "Class A Trustee").
If we merge or are consolidated with another corporation and certain conditions set forth in the MortgageIndenture are satisfied, then wethe existing mortgage or deed of trust or similar indenture entered into by such corporation may deliver to the
Trusteebe designated as a “Class A Mortgage” and bonds issued under an existing mortgage onthereunder would be “Class A Bonds” for purpose of the properties of such other
corporation in lieu of or in addition to Class A Bonds.Indenture. In that event, the Bonds will be secured, additionally, by such bonds (which would become Class A Bonds)Bonds as may be issued under the Class A Mortgage and deposited with the Trustee and by the lien of the mortgage on the properties of such other corporation,
subject to such existing mortgage,Indenture, which lien would be junior to the lienslien of
such existing mortgage (which would become a Class A Mortgage) andMortgage with respect to the property subject to such Class A Mortgage. (Section 1206)
When(Section 1206) Presently, we have no Class A Bonds are outstanding under a Class A Mortgage except
for Class A Bonds held by the Trustee, then, subject to the satisfaction of
certain conditions, the Trustee will surrender those Class A Bonds for
cancellation and the related Class A Mortgage will be satisfied and discharged.
In that event, the lien of such Class A Mortgage on our property will cease to
exist and the Mortgage will constitute, subject to certain exceptions, a first
mortgage lien on the property mortgaged thereby. (Section 1207)
Class A Bonds The Class A Bonds are issued under the Class A Mortgage,
and delivered to the Trustee under the Mortgage. The Class A Bonds will be
registered in the name of the Trustee and will be owned and held, subject to the
provisions of the Mortgage, for the benefit of the holders of all of the Bonds
outstanding from time to time. We will have no interest in the Class A Bonds
designated as the basis for authentication and delivery of Bonds. (Section 1201)
The Trustee may not transfer any Class A Bonds which have been
designated as the basis for the authentication and delivery of Bonds, except to
a successor trustee. At the time any Bonds which have been authenticated and
delivered upon the basis of Class A Bonds are no longer outstanding, we may
request the Trustee to surrender for cancellation an equal principal amount of
such Class A Bonds. (Sections 1203 and 1204)
outstanding.
Lien of the Mortgage Indenture
The properties subject to the lien of the Mortgage
are alsoIndenture is subject to the prior first mortgage lien of the Class A Mortgage. As
discussed under the caption Description of the New Bonds--The Class A
Mortgage--Security in this prospectus, the lien of thea Class A Mortgage, is a
first mortgage lien, subject to certain exceptions, against the properties
subject thereto. Until the Class A Mortgage is discharged, the Bonds have the
benefit of the lien of the Class A Mortgage on the property mortgaged thereby,
to the extent of the aggregate principal amount of Class A Bonds designated as
the basis for the authentication and delivery of Bonds held by the Trustee.
(Granting Clauses and Article Twelve)
The lien of the Mortgage is also subject toif any, liens on after-acquired property existing at the time of acquisition and to various permitted liens, including:
o
tax liens, mechanics'mechanics’, materialmen'smaterialmen’s and similar liens and certain employees'employees’ liens, in each case, which are not delinquent andor which are being contested,
o contested;
certain judgment liens and easements, reservations and rights of others (including governmental entities) in, and defects of title to, the property subject to the lien of the MortgageIndenture which do not materially impair its use by us,
o us;
certain leases,leases; and
o certain other liens and encumbrances.(Granting Clauses and Section 101)
| • | certain other liens (including but not limited to liens which are immaterial to our operations) and encumbrances. (Granting Clauses and Section 101) |
The following, among other things, are excepted from the lien of the Mortgage:
o Indenture:
cash and securities not held under the Mortgage,
o Indenture;
7
contracts, leases and other agreements, bills, notes and other instruments, receivables, claims, certain intellectual property rights and other general intangibles,
o intangibles;
automotive and similar vehicles, movable equipment, and railroad, marine and flight equipment,
o equipment;
all goods, stock in trade, wares and merchandise held for sale in the ordinary course of business,
o business;
fuel (including nuclear fuel assemblies), materials, supplies and other personal property consumable in the operation of our business,
o business;
portable equipment,
o tools and equipment;
furniture and furnishings, and furnishings;
all leasehold interests;
computers, machinery and equipment used exclusively for corporate administrative or clerical purposes,
o purposes;
electric energy, gas, steam, water and other products generated, produced or purchased,
o substancespurchased;
coal, ore, gas, oil and other minerals and all timber mined, extracted or otherwise separated from the land and all rights thereto, leasehold interests,interests; and
o with certain exceptions, all property which is located outside of the State of
South Carolina or Columbia County, Georgia.
(Granting Clauses)
| • | with certain exceptions, all property which is located outside of the State of South Carolina or Columbia County, Georgia. (Granting Clauses) |
The MortgageIndenture contains provisions subjecting (with certain exceptions and limitations and subject to the prior lien of thea Class A Mortgage)Mortgage, if any, and the provisions of the U.S. Bankruptcy Code) after-acquired electric utility property to the lien of the Mortgage. (Granting
Clauses)
Indenture. (Granting Clauses) Notwithstanding the foregoing, it may be necessary to comply with applicable recording requirements to perfect such lien on after-acquired electric utility property.
The MortgageIndenture provides that the Trustee has a lien upon the property subject to the lien of the Mortgage,Indenture, for the payment of its compensation and expenses. This Trustee'sTrustee’s lien is prior to the lien on behalf of the holders of the Bonds. (Section 1607)
(Section 1607)
Issuance of Bonds
The maximum principal amount of Bonds whichthat we may issue under the MortgageIndenture is unlimited. (Section 201) currently $10 billion and may be increased by us without the consent of holders of outstanding Bonds, subject to the restrictions discussed below. Under the Indenture, Bonds may be authenticated and delivered, upon receipt by the Trustee of a supplemental indenture, a board resolution or an officer’s certificate pursuant thereto, together with a company order to the Trustee, an opinion of counsel and an officer’s certificate, subject to the further requirements of the Indenture described below. (Sections 201 and 301)
8
We may issue Bonds of any series from time to time on the basis of, and in an aggregate principal amount not exceeding the sum of:
o
the aggregate principal amount of Class A Bonds issued and delivered to the Trustee and designated by us as the basis for such issuance,
o issuance;
70% of the amount of Unfunded Net Property Additions (generally defined as Property Additions (netnet of retirements) which have not been made or deemed to have been made the basis of the authentication and delivery of Bonds or used for other purposes under the Mortgage),
o Indenture);
the aggregate principal amount of retired Bonds,Bonds; and
o cash deposited with the Trustee. (Sections 101, 104 and 302 and
Articles Four, Five and Six)
| • | cash deposited with the Trustee. (Sections 101, 104 and 302 and Articles Four, Five and Six) |
Property Additions are generally defined to include any Propertyproperty subject to the lien of the MortgageIndenture (the "Mortgaged Property")Mortgaged Property) which we may elect to designate as such, except (with certain exceptions) goodwill, going concern value, rights, intangible property or any property the cost of acquisition or construction of which is properly chargeable to an operating expense account. (Section 104)
Because the Mortgaged(Sections 101 and 104)
Based upon Property is subjectAdditions certified to the lienTrustee on March 28, 2019 as of February 28, 2019 (the last date of certification of Property Additions under the Class A
Mortgage,Indenture), we have Unfunded Net Property Additions of approximately $980 million, sufficient to permit the Newissuance of approximately $686 million of additional Bonds are issued on the basis thereof. At December 31, 2020, we had $2,634 million of Class A Bonds. The amountcredits from the retirement of Bonds we may issue on that basis will be limited byunder the amount of Class A BondsIndenture, which may be issuedused as the basis for the authentication of additional Bonds under the Class A Mortgage. See "The Class A Mortgage -
Issuance of Additional Bonds."
Indenture.
With certain exceptions in the case of Bonds issued on the basis of Class A Bonds and retired Bonds as described above, we can issue Bonds only if our Adjusted Net Earnings for 12 consecutive months within the preceding 18 months is at least twice the Annual Interest Requirements on:
o
all Bonds at the time outstanding,
o outstanding;
the Bonds then applied for,for; and
o all outstanding Class A Bonds other than Class A Bonds held by the
Trustee under the Mortgage. (Sections 103, 301, 302 and 501)
| • | all outstanding Class A Bonds, if any, other than Class A Bonds held by the Trustee under the Indenture. (Sections 103, 301, 302 and 501) |
Release of Property
We may obtain the release of property from the lien of the MortgageIndenture either upon the basis of an equal amount of Unfunded Net Property Additions or upon the basis of the deposit of cash or a credit for retired Bonds. We may also obtain the release of property upon the basis of the release of the property from the lien of thea Class A Mortgage. (Article Ten)
9
Withdrawal of Cash
We may withdraw cash deposited as the basis for the issuance of Bonds and cash representing certain payments in respect of Class A Bonds, if any, designated as the basis for the issuance of Bonds or the withdrawal of cash (Designated Class A Bonds) upon the basis of (1) Unfunded Net Property Additions in an amount equal to ten-sevenths of such cash, (2) an equal amount of retired Bonds or (3) an equal amount of Class A Bonds which are not then designated as
the basis for the issuance of Bonds or the withdrawal of cash. (SectionsDesignated Class A Bonds. (Sections 601 and 1202)1202) In addition, we may withdraw cash upon the basis of (a) an equal amount of Unfunded Net Property Additions, or (b) ten-sevenths of the amount of retired Bonds, or may apply such cash to (y) the purchase of Bonds (at prices not exceeding ten-sevenths of the principal amount thereof) or (z) the redemption or payment at stated maturity of Bonds. (Sections(Sections 601 and 1005)
1005)
Modification of Mortgage
ExceptIndenture
We may, without the consent of any holders of outstanding Bonds, enter into supplemental indentures for, modifications which willincluding but not have a material adverse effect
uponlimited to, the interestsfollowing purposes:
to evidence the succession of another person to the Company and the assumption by any such successor of the Holderscovenants of the Bonds,Company;
to add to our covenants for the benefit of the holders or to surrender a right or power conferred upon us in the Indenture;
to correct or amplify the description of any property at any time subject to the lien of the Indenture, or to subject to the lien of the Indenture additional property;
to establish the form or terms of any series of Bonds;
to evidence and provide for the acceptance of appointment of a successor Trustee;
to increase or decrease the amount of future advances and other indebtedness and sums which may be secured by the Indenture or to extend the Maturity of the Indenture;
to make any other changes to or eliminate provision of the Indenture required or contemplated by the Trust Indenture Act; or
| • | to make certain other modifications, generally of a ministerial or immaterial nature. (Section 1701) |
We may amend the Indenture for other purposes only with the consent of the holders of a majority in aggregate principal amount of the Outstanding Bonds (or if only certain series
would be affected,then outstanding, considered as one class, unless such amendment directly affects the Outstandingrights of the holders of Bonds of that series) mustone or more, but less than all, series, in which case only the consent to amendof the Mortgage. (Section 1701)holders of a majority in principal amount of the affected series of the Bonds then outstanding, considered as one class, need be obtained. However, no amendment may, without the consent of the holder of each affected outstanding Bond, directly affected bywe may not amend the amendment, among
other things (1)Indenture for the following purposes:
to change the Stated Maturitystated maturity of the principal of, or any installment of principal of or interest on, thatany Bond or to reduce the principal amount, or the rate of interest on that Bond, or change the method of
calculating the interest rate of, any other amount payable in respect of or reduce any premium payable on the redemption of any Bond;
10
to reduce the principal amount of any Bond which is a Discount Security that Bond,would be due upon a declaration of acceleration of that Bond’s maturity;
to change the currency of any payment of principal of or any premium or interest on any Bond;
to impair anythe right to enforceinstitute suit for the enforcement of any payment on or with respect to any Bond after the stated maturity or redemption date of that Bond, or (2)Bond;
to permit the creation of aany lien ranking prior to the lien of the MortgageIndenture with respect to all or substantially all of the Mortgaged Property or terminate the lien of the Indenture on all or substantially all of the Mortgaged Property, or otherwise deprive those holderssuch holder of the benefit of the security of the lien of the Mortgage or (3)Indenture;
to reduce the percentage in principal amount of outstanding Bonds of any series for which the consent of whose Holdersthe holders is required for any supplemental indentureto modify or any waiver.
(Section 1702)
amend the Indenture or to waive compliance with certain provisions of the Indenture, or reduce certain quorum or voting requirements of the Indenture; or
| • | to modify the foregoing requirements or reduce the percentage of outstanding Bonds necessary to modify other provisions of the Indenture or waive any past default thereunder. (Section 1702) |
Events of Default
Each of the following events is an Event of Default under the Mortgage:
o Indenture:
We fail to make payments of principal or premium within three business
days,3 Business Days, or interest within 60 days, after the due date,
o date;
We fail to perform or breach any other covenant or warranty for a period of 90 days after notice,
o notice;
We file for bankruptcy or certain other events involving insolvency, receivership or bankruptcy occur,occur; or
o We default under any Class A Mortgage. (Section 1101)
| • | We default under any Class A Mortgage. (Section 1101) |
If an Event of Default occurs and is continuing, either the Trustee or the Holdersholders of 25% in principal amount of the Outstanding Bonds may declare the principal amount of all of the Outstanding Bonds to be immediately due and payable. After the declaration of acceleration has been made, but before the sale of any of the Mortgaged Property and before the Trustee has obtained a judgment or decree for payment of money, the Event of Default giving rise to such declaration of acceleration will be deemed to be waived, and such declaration and its consequences will be rescinded and annulled, if we (a) pay to the Trustee all overdue interest, principal and any premium on any Outstanding Bonds and (b) cure any other such Event of Default. (Sections(Section 1102
and 1117)
)
The Holdersholders of a majority in principal amount of the Outstanding Bonds may direct the time, method and place of conducting any proceeding for the enforcement of the MortgageIndenture available to the Trustee or exercising any trust or power conferred on the Trustee. No Holder holder
11
of any Bond has the right to institute any proceeding with respect to the Mortgage,Indenture, or for the appointment of a receiver or for any other remedy thereunder, unless:
o
that Holderholder previously gave written notice of a continuing Event of Default to the Trustee,
o Trustee;
the Holdersholders of a majority in principal amount of Outstanding Bonds have made written request to the Trustee to institute proceedings and offered to the Trustee reasonable indemnity against costs and liabilities and requested that the Trustee take action,
o action;
the Trustee declined to take action for 60 days,days; and
o
the Holdersholders of a majority in principal amount of Outstanding Bonds have given no inconsistent direction during such 60-day period;
provided, however, that each Holderholder of a Bond has the right to enforce payment of that Bond when due. (Sections(Sections 1111, 1112 and 1116)
1116)
In addition to the rights and remedies provided in the Mortgage,Indenture, the Trustee may exercise any right or remedy available to the Trustee in its capacity as the owner and holder of Class A Bonds, if any, which arises as a result of a default under theany Class A Mortgage. (Section 1119)
(Section 1119)
Waiver of Default and of Compliance
The holders of not less than a majority in principal amount of the outstanding Bonds may, on behalf of the holders of all the outstanding Bonds, waive any past default under the Indenture, except a default in the payment of the principal of or premium, if any, or interest, if any, on any outstanding Bonds, or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Bond of any series or tranche affected. (Section 1117)
In addition, under certain circumstances, (a) the holders of not less than a majority in aggregate principal amount of outstanding Bonds of all series with respect to which compliance is applicable, considered as one class, may waive in advance our compliance with certain covenants and (b) with respect to certain other covenants, the holders of at least a majority in principal amount of outstanding Bonds may waive in advance compliance with such term, provision or condition. (Section 709)
Defeasance; Satisfaction and Discharge
Upon receipt by the Trustee of moneys or Eligible Obligations, or both, sufficient to pay when due the principal of and premium, if any, and interest, if any, due and to become due on the Bonds together with a company order and opinion of counsel required by the Indenture, the holders of the Bonds or portions thereof in respect of which such deposit was made will no longer be entitled to the benefit of certain of our covenants under the Indenture, and the Trustee will, upon receipt of a company order as required by the Indenture, acknowledge in writing that such Bonds or portions thereof are deemed to have been paid for purposes of the Indenture and that our entire indebtedness in respect of such Bonds or portion thereof under
12
the Indenture has been deemed to have been satisfied and discharged. Notwithstanding the satisfaction and discharge of any Bonds as described above, certain of our obligations and the obligations of the Trustee will survive. (Section 1301)
Restrictions on Payment of Dividends and Other Covenants
The Indenture prohibits us from declaring and paying dividends on any shares of our common stock except from either (1) the excess of our net assets over our Capital (Surplus) or (2) if there is no Surplus, our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year; provided, that no dividends may be declared if and while our Capital is significantly impaired as described in the Indenture. “Capital” is defined in the Indenture to mean the part of the consideration we received for any shares of our capital stock as determined by our board of directors to be capital or, if our board has not made such a determination, the aggregate par amount of shares having a par value plus the amount of consideration for such shares without par value. All of the outstanding shares of our common stock are held of record by SCANA Corporation. (Section 711)
In addition, the Indenture contains other covenants that require us to, among other things:
| • | maintain and preserve the lien of the Indenture; (Section 701) |
| • | maintain a place of payment; (Section 702) |
| • | deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium, if any; (Section 703) |
| • | pay all taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property; (Section 704) |
| • | pay the principal, interest and premium, if any, on the Bonds when due; (Section 705) |
| • | keep certain types and amounts of fire insurance with respect to Property Additions; (Section 706) |
| • | maintain and keep in good condition, repair and working order the Mortgaged Property; and (Section 707) |
| • | preserve and keep in full force and effect our corporate existence except as provided in the Indenture. (Section 708) |
Consolidation, Merger and Conveyance of Assets as an Entirety
We have agreed not to consolidate or merge into any other entity, or to convey, or otherwise transfer the Mortgaged Property as or substantially as an entirety to any person, unless we are the continuing entity (in the case of a merger) or the successor corporation formed by such consolidation or into which we are merged or the person which acquires by conveyance or other transfer the Mortgaged Property as or substantially as an entirety is a corporation organized and existing under the laws of the United States of America, any State or Territory thereof or the District of Columbia and such corporation executes and delivers to
13
the Trustee an indenture supplemental to the Indenture, in form recordable and satisfactory to the Trustee, which:
fully preserves in all material respects the Lien and security of this Indenture and the rights and powers of the Trustee and the holders of the Bonds under the Indenture;
contains an assumption by the successor corporation of the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the Bonds then Outstanding and the performance and observance of every covenant and condition of the Indenture to be performed or observed by the Company; and
| • | contains a grant, conveyance, transfer and mortgage by the successor corporation, of the same tenor of the granting clauses. (Sections 1501 and 1505) |
Evidence of Compliance
The Indenture and Indemnification of Trustee
Thethe Trust Indenture Act requiresrequire that we give the Trustee, at least annually, a brief statement as to our compliance with the conditions and covenants under the Mortgage. (Article Eight)Indenture and periodically deliver reports, information and other documents to the Trustee and file certain documents with the SEC. (Article Eight)
Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A., successor to NationsBank of Georgia, National Association, is the Trustee under the Indenture. We and certain of our affiliates maintain deposit accounts and banking relationships with affiliates of The Bank of New York Mellon Trust Company, N.A. The Bank of New York Mellon Trust Company, N.A. also serves as trustee under other indentures pursuant to which securities of certain of our affiliates are outstanding. Affiliates of The Bank of New York Mellon Trust Company, N.A. have purchased, and are likely to purchase in the future, our securities and securities of our affiliates.
As Trustee under the Indenture, The Bank of New York Mellon Trust Company, N.A. will perform only those duties that are specifically described in the Indenture unless an event of default under the Indenture occurs and is continuing. The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the MortgageIndenture at the request or direction of any Holderholder pursuant to the Mortgage,Indenture, unless such Holder shall haveholder has offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (Section 1603)
The Class A Mortgage
General Capitalized terms used under this caption which are not
otherwise defined in this prospectus have the meanings ascribed to those terms
in the Class A Mortgage. The summaries under this caption are not detailed.
Whenever particular provisions of the Class A Mortgage or terms defined in the
Class A Mortgage are referred to in this caption, those provisions or
definitions are qualified by reference to the Class A Mortgage. References to
article and section numbers in this caption, unless otherwise indicated, are
references to article and section numbers of the Class A Mortgage. A copy of the
Class A Mortgage is included as an exhibit to the registration statement of
which this prospectus is a part.
Security The Class A Bonds are secured, equally and ratably with all
other bonds issued and outstanding under the Class A Mortgage, by a direct lien
on substantially all of our fixed property and franchises used or useful in our
public utility businesses (except cash, securities, contracts and accounts
receivable, materials and supplies, natural gas, oil, certain minerals and
mineral rights and certain other assets) now owned by us. The lien of the Class
A Mortgage is a first lien except that it is subject to (1) certain excepted
encumbrances and (2) the fact that titles to certain properties are subject to
reservations and encumbrances such as are customarily encountered in the public
utility business and which do not materially interfere with their use. The Class
A Mortgage contains provisions that allow us to subject (with certain exceptions
and limitations) after-acquired property to the lien thereof. (Granting Clauses)
The Class A Mortgage prohibits us from acquiring property subject to
prior liens if, following the acquisition, prior lien bonds would exceed 15% of
the aggregate of outstanding bonds under the Class A Mortgage unless the
principal amount of indebtedness secured by such prior liens does not exceed 70%
of the cost of such property to us and unless, in certain cases, the net
earnings of such property meet certain tests. (Section 7.05 and Fifty-third
Supplemental (Section 2.02)
The Class A Trustee has a lien upon the property subject to the lien of
the Class A Mortgage for payment of its reasonable compensation and expenses and
for indemnification against certain liabilities. This lien is prior to the lien
on behalf of the holders of bonds secured by the Class A Mortgage. (Section
16.10)
Issuance of Additional Bonds The principal amount of bonds which may be
secured by the Class A Mortgage is currently limited to $5,000,000,000 and may
be increased by a supplemental indenture or indentures without the consent of
bondholders or stockholders. (Section 2.01 and Fifty-third Supplemental Section
1.04) Additional bonds secured by the Class A Mortgage may from time to time be
issued on the basis of:
o 70% of unfunded net property additions,
o the deposit of cash, or
o the retirement of bonds issued under the Class A Mortgage. (Articles
Four, Five and Six, Fifty-third Supplemental Section 2.02)
With certain exceptions in the case of bonds issued under the Class A
Mortgage on the basis of the retirement of bonds issued under the Class A
Mortgage, we can issue bonds under the Class A Mortgage only if net earnings for
12 consecutive months out of the preceding 18 months are at least twice the
annual interest requirements on all bonds issued under the Class A Mortgage to
be outstanding and all prior lien bonds. (Section 103 and Articles Four, Five
and Six, Fifty-third Supplemental Section 2.02)
We may withdraw, or apply to the purchase or redemption of bonds issued
under the Class A Mortgage, cash deposited with the Class A Trustee as the basis
for the issuance of bonds under the Class A Mortgage in an amount equal to the
principal amount of bonds which we are then entitled to have authenticated and
delivered under the Class A Mortgage. (Section 1.03 and Articles Four, Five and
Six) Based upon property additions certified to the Class A Trustee as of
October 31, 2002 (the last date of certification of property additions under the
Class A Mortgage), we have unfunded net property additions of approximately $454
million, sufficient to permit the issuance of approximately $318 million of
additional Class A Bonds on the basis thereof. Retirement credits in the amount
of $163.7 million were available at June 30, 2003.
Sinking Fund The Class A Mortgage requires us to deposit, on or before
June 1 in each year, with the Class A Trustee as a "sinking fund requirement" an
amount equal to 1% of the aggregate principal amount of bonds heretofore issued
under the Class A Mortgage (other than bonds authenticated under the Class A
Mortgage on the basis of retirements of other bonds and certain retired bonds).
We may pay the sinking fund requirement in cash or bonds. In addition, we may
satisfy a portion of the sinking fund requirement by certifying to the Class A
Trustee unfunded net property additions in an amount equal to ten-sevenths of
the portion of the sinking fund requirement being satisfied. Any cash deposited
may be applied to the purchase or redemption of bonds of any series issued under
the Class A Mortgage or may be withdrawn by us against deposit of bonds issued
under the Class A Mortgage. (Section 2.12, Second Supplemental Section 2, Third
through Fifth, Seventh through Eleventh, Thirteenth through Fifty-third
Supplementals Section 1.03 and Sixth and Twelfth Supplementals Section 2.03)
Events of Default; Concerning the Trustee The following are defaults
under the Class A Mortgage:
o We fail to make payments of principal or interest on any bond issued and
outstanding under the Class A Mortgage when due,
o We fail to make any sinking fund or purchase fund payment required under the
Class A Mortgage when due,
o We file for bankruptcy or certain other events involving insolvency,
receivership or bankruptcy occur, and
o We fail to perform certain covenants or agreements under the Class A Mortgage.
Certain of these events become defaults only after the lapse of prescribed
periods of time and/or notice from the Class A Trustee. (Section 11.01) The
Trust Indenture Act, with which we have covenanted to abide, requires us to
furnish the Class A Trustee with periodic evidence as to the absence of defaults
and as to compliance with the terms of the Class A Mortgage. (Section 18.03)
Upon the occurrence of a default under the Class A Mortgage, either the
Class A Trustee or the holders of not less than 20% in principal amount of bonds
outstanding under the Class A Mortgage may declare the principal of all bonds
outstanding under the Class A Mortgage immediately due and payable. However, if
the default is cured, the holders of a majority in principal amount of bonds
outstanding under the Class A Mortgage may rescind that declaration and waive
the default and its consequences. (Section 11.05)
The holders of a majority in principal amount of bonds outstanding
under the Class A Mortgage may direct the time, method and place of conducting
any proceeding for the enforcement of the Class A Mortgage. (Section 11.12) No
holder of any bond outstanding under the Class A Mortgage has the right to
institute any proceeding with respect to the Class A Mortgage unless:
o the holder previously gave written notice of a default to the Class A
Trustee,
o the holders of not less than 20% in principal amount of bonds
outstanding under the Class A Mortgage have offered to the Class A
Trustee reasonable indemnity against costs and liabilities and
requested the Class A Trustee to take action,
o the Class A Trustee declined to take action for 60 days, and
o the holders of a majority in principal amount of bonds outstanding
under the Class A Mortgage have given no inconsistent direction;
provided, however, that each holder of a bond outstanding under the Class A
Mortgage shall have the right to enforce payment of that bond when due. (Section
11.14)
Miscellaneous Subject to certain exceptions and limitations contained
in the Class A Mortgage, property subject to the lien of that mortgage may be
released only upon the substitution of cash, divisional bonds, bonds
authenticated under the Class A Mortgage or certain other property. (Article
Ten) Amendments of the Class A Mortgage require the consent of the holders of 66
2/3% in principal amount of bonds outstanding under the Class A Mortgage;
provided, the bondholders shall have no power:
o to extend the fixed maturity, or reduce the rate or extend the time of
payment of interest on any bonds, or reduce the principal amount of any
bonds, or change provisions relating to the sinking fund or the
redemption provisions of any series of bonds outstanding under the
Class A Mortgage, without the express consent of the holder of each
bond which would be affected,
o to reduce the percentages of holders whose consent is required to enter
into any supplemental indenture, without the consent of the holders of
all bonds outstanding under the Class A Mortgage,
o to permit the creation by us of any mortgage or pledge or lien in the
nature thereof, ranking prior to or equal with the lien of the Class A
Mortgage on any of the mortgaged property, or
o to deprive the holder of any bond outstanding under the Class A
Mortgage of the lien of the Class A Mortgage on any of the
mortgaged property. (Fifty-third Supplemental Section 2.01)
The Class A Trustee will be under no obligation to exercise any of the
trusts or powers of the Class A Mortgage at the request, order or direction of
any of the holders of the bonds outstanding under the Class A Mortgage, pursuant
to the provisions of the Class A Mortgage, unless each such holder shall have
offered to the Class A Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby.
(Section 16.06)
Amendment of the Class A Mortgage by Vote of Trustee
The Mortgage provides that, if we request the holders of the Class A
Bonds to eliminate the sinking fund provisions of the Mortgage, the Trustee, as
such a holder, will vote to amend the Class A Mortgage to eliminate the sinking
fund provisions accordingly. The Company intends to request the Trustee to do so
at such time as the Trustee is the sole holder of the Class A Bonds. (Section
1205, Fifty-third Supplemental)
With respect to any other amendments to the Class A Mortgage, the
Trustee will vote proportionately with what it reasonably believes will be the
vote of the holders of all other Class A Bonds. However, if the proposed
amendment of the Mortgage is an amendment or modification described under the
caption "Modification of Mortgage" that requires the prior consent of a majority
in aggregate principal amount of the Outstanding Bonds (or if only certain
series would be affected, the Outstanding Bonds of such series), then the
Trustee will not vote in favor of that amendment unless the consent requirement
has already been met. (Section 1205)
BOOK-ENTRY SYSTEM
1603)
Global Securities
If provided in the applicable prospectus supplement, except under the circumstances described below,therein, we will issue the New Bonds in the form ofsold pursuant to this prospectus as one or more global Bondscertificates (each a "Global Bond")Global Certificate), each of which will represent beneficial interests in the Newapplicable Bonds. Each such beneficial interest in a Global
Bond is called a "Book-Entry Bond" in this prospectus. We will deposit those Global BondsCertificates with, or on behalf of The Depository Trust Company, New York, New York ("DTC"),(DTC) or another depository aswhich we may subsequently designate (the
"Depository") relating to(collectively, the New Bonds,Depository), and register them in the name of a nominee of the Depository.
14
So long as the Depository, or its nominee, is the registered owner of a Global Bond,Certificate, the Depository or its nominee, as the case may be, will be considered the owner of that Global Bond for all purposes under the Mortgage.Certificate. We will make payments of principal of, any premium, and interest on the Global BondCertificate to the Depository or its nominee, as the case may be, as the registered owner of that Global Bond.Certificate. Except as set forth below,in the applicable prospectus supplement, owners of a beneficial interest in a Global BondCertificate will not be entitled to have any individual New Bonds registered in their names, will not receive or be entitled to receive physical delivery of any New Bonds and will not be considered the owners of New Bonds under the
Mortgage.
Bonds.
Accordingly, to exercise any of the rights of the registered owners of the New Bonds, each person holding a beneficial interest in a Global BondCertificate must rely on the procedures of the Depository. If that person is not a Direct
Participant (hereinafter defined),DTC participant, then that person must also rely on procedures of the Direct ParticipantDTC participant through which that person holds its interest.
DTC
The following information concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but neither we
nor
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in any underwriter, dealerone or agent take any responsibility for the accuracy of
that information.
DTC will act as the initial securities depository for the Global Bonds.
The Global Bonds will be issued only as fully-registered securities registered
in the name of Cede & Co., DTC's partnership nominee, or such other name as may
be requested by an authorized representative of DTC. One fully-registered New
Bond certificate will be issued for each seriesmore of the New Bonds, each in the
aggregate principal amount of such series, and will be deposited with DTC. If,
however, the aggregate principal amount of any series exceeds $500 million, one
certificate will be issued with respectfollowing ways:
directly to each $500 million of principal amount
and an additional certificate will be issued with respect to any remaining
principal amount of such series.
DTC, the world's largest depository, 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 and provides asset servicing for over two
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues, and money market instruments from over 85 countries that DTC's
participants ("Direct Participants") deposit with DTC. DTC also facilitates the
post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, purchasers;
through electronic computerized book-entry
transfers and pledges between Direct Participants' accounts. This eliminates the
need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC").
DTCC, in turn, is owned by a number of Direct Participants of DTC and members of
the National Securities Clearing Corporation, Government Securities Clearing
Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation
(NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New
York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access agents;
to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating:
AAA. The DTC Rules applicable to its Participants are on file with the SEC. More
information about DTC can be found at www.dtcc.com.
Purchases of the New Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the New Bonds on
DTC's records. The ownership interest of each actual purchaser of each New Bond
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written 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 Directunderwriters; or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the New Bonds are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in the New Bonds, except in the event that use of the book-entry
system for the New Bonds is discontinued.
To facilitate subsequent transfers, all New Bonds deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of New Bonds with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the New Bonds; DTC's records reflect only the identity of the Direct
Participants to whose accounts such New Bonds are credited, which may or may not
be the Beneficial Owners. The Direct and Indirect 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. Beneficial Owners may wish to take certain
steps to augment transmission to them of notices of significant events with
respect to the New Bonds, such as redemptions, tenders, defaults and proposed
amendments to the New Bond documents. Beneficial Owners may wish to ascertain
that the nominee holding the New Bonds for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners
may wish to provide their names and addresses to the registrar and request that
copies of the notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the New
Bonds within an issue are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co., nor any other DTC nominee, will consent or
vote with respect to the New Bonds, unless authorized by a Direct Participant in
accordance with DTC's procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the New Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the New Bonds will be made to Cede &
Co. or such other nominee as may be requested by an authorized representative of
DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's
receipt of funds and corresponding detail information from us or the Trustee, on
the relevant payment date in accordance with their respective holdings shown on
DTC's records. 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 (nor
its nominee), the Trustee or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC, is our responsibility or that of the Trustee.
Disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its New Bonds
purchased or tendered by us, through its Participant, to the Trustee and shall
effect delivery of such Book-Entry Bonds by causing the Direct Participant to
transfer the Participant's interest in the New Bonds representing such New
Bonds, on DTC's records, to the Trustee. The requirement for physical delivery
of New Bonds in connection with a demand for repayment will be deemed satisfied
when the ownership rights in the Global Bond or Bonds representing such New
Bonds are transferred by Direct Participants on DTC's records and followed by a
credit of tendered New Bonds to the Trustee's DTC account.
DTC may discontinue providing its services as securities depository
with respect to the New Bonds at any time by giving reasonable notice to us or
the Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, New Bonds in certificated form are required to be
printed and delivered. In addition, we may decide to discontinue use of the
system of book-entry transfers through DTC or a successor securities depository.
In that event, New Bonds in certificated form will be printed and delivered.
Neither we nor the Trustee will have any responsibility or obligation
to the Depository, any Participant in the book-entry system or any Beneficial
Owner with respect to (1) the accuracy of any records maintained by DTC or any
Participant; (2) the payment by DTC or by any Participant of any amount due to
any Participant or Beneficial Owner, respectively, in respect of the principal
amount or purchase price or redemption price of, or interest on, any New Bonds;
(3) the delivery of any notice by DTC or any participant; (4) the selection of
the Beneficial Owners to receive payment in the event of any partial redemption
of the New Bonds; or (5) any other action taken by DTC or any Participant.
PLAN OF DISTRIBUTION
dealers.
We may offerdistribute the New Bonds in any of three ways:
o through underwriters or dealers,
o directly to a limited number of purchasers or to a single purchaser, or
o through agents.
Each prospectus supplement will set forth:
o the terms of the offering of the New Bonds,
o the proceeds to us,
o any underwriting discounts and other items constituting underwriters'
compensation, and
o any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
o From time to time, we may change any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers.
By Underwriters
If underwriters are used in the sale, the New Bonds being sold will be
acquired by them for their own account and they may resell the New Bondssecurities from time to time in one or more transactions including negotiated transactions, at
at:
a fixed public offering price or at varying prices, determinedwhich may be changed;
market prices prevailing at the time of sale. Underwriterssale;
prices related to prevailing market prices; or
negotiated prices.
We may offerdirectly solicit offers to purchase securities, or we may designate agents to solicit such offers. We will, in the New Bonds to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. The applicable prospectus supplement willor other offering materials relating to such offering, name any underwriter involved in a sale of New Bonds and the
amount of New Bonds underwritten by such underwriters and the cover page will
state the name of the managing underwriter. Any underwriting agreement will
provideagent that the obligations of the underwriters are subject to certain
conditions precedent, and that the underwriters willcould be obligated to purchase
all of the New Bonds to which that underwriting agreement relates if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to underwriters or dealers may be changed from
time to time.
We will agree to indemnify the underwriters against some liabilities,
including liabilitiesviewed as an underwriter under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make because of any of those
liabilities. Specifically, the underwriting agreement will provide that we will
indemnify the underwriters for losses, claims, liabilities, expenses or damages
arising out of or based on untrue statements of a material fact contained in
this prospectus or the registration statement of which the prospectus is a part
(or any amendment hereto or thereto) or in any document filed under the Exchange
Actas amended (the Securities Act), and deemed to be incorporated by reference herein, or omissions to state
material facts required to be stated herein or therein in order to make the
statements contained herein or therein not misleading, with certain exceptions.
Direct Sales
We may also sell the New Bonds directly. In this case, no underwriters or agents
would be involved.
By Agents
We may sell the New Bonds directly or through agents designated by us
from time to time. In the applicable prospectus supplement, we will state the
name of any agent involved in the offer or sale of the New Bonds as well asdescribe any commissions payable by us to such agent. Unless otherwise indicated in the
prospectus supplement, anywe must pay. Any such agent will be acting on a best efforts basis for the period of its appointment.
appointment or, if indicated in the applicable prospectus supplement or other offering materials, on a firm commitment basis. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
If any underwriters or agents are utilized in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement or other offering materials relating to such offering their names and the terms of our agreement with them.
15
If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.
The securities may also be offered and sold, if so indicated in the applicable prospectus supplement or other offering materials, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement or other offering materials.
Remarketing firms, agents, underwriters and dealers may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over-allot in connection with the offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement or other offering materials indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement or other offering materials, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement or other offering materials (or a post-effective amendment).
16
We or one of our affiliates may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus or otherwise.
Any underwriter, agent or dealer utilized in the initial offering of securities will not confirm sales to accounts over which it exercises discretionary authority without the prior specific written approval of its customer.
LEGAL MATTERS
The legality of the securities in respect of which this prospectus is being delivered will be passed on for us by McGuireWoods LLP. Underwriters, dealers or agents, if any, who we will identify in a prospectus supplement or other offering materials, may have their counsel pass upon certain legal matters in connection with the securities offered by this prospectus.
EXPERTS
The consolidated financial statements and related financial statement
schedule incorporated in this prospectusProspectus by reference from ourthe Company’s Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, an independent auditors,registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph referring to a change in our method of
accounting for operating revenues associated with its regulated utility
operations effective January 1, 2000), and hasreference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
LEGAL OPINIONS
McNair Law Firm, P.A., of Columbia, South Carolina, and H. Thomas Arthur,
Esq., our Senior Vice President and General Counsel, will pass upon the validity
of the New Bonds for us. Troutman Sanders LLP, of Richmond, Virginia, will serve
as counsel to any underwriters. Troutman Sanders LLP will rely as to all matters
of South Carolina law upon the opinion of H. Thomas Arthur, Esq.
The statements made under Description of the New Bonds above, as to
matters of law and legal conclusions, have been reviewed by H. Thomas Arthur,
Esq., our Senior Vice President and General Counsel, and such statements are
made upon the authority of such counsel as an expert. At July 31, 2003, H.
Thomas Arthur, Esq., owned beneficially 16,434 (and options to purchase 70,930),
shares of SCANA's Common Stock, including shares acquired by the trustee under
its Stock Purchase-Savings Program by use of contributions made by Mr. Arthur
and earnings thereon and including shares purchased by the trustee by use of
SCANA contributions and earnings thereon.
17
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee $48,540
Printing Expense 17,000*
Blue Sky and Legal fees 75,000*
Rating Agency fees 50,000*
Trustee fees 25,000*
Accounting services 30,000*
Miscellaneous 10,000*
------
Total $255,540*
*Estimated
Distribution.
| Per Offering | ||||
Securities and Exchange Commission Filing Fee | $ | 163,650 | ||
Fees and Expenses of Trustee | * | |||
Printing Expenses | * | |||
Counsel Fees | * | |||
Rating Agency Fees | * | |||
Accountant Fees | * | |||
Listing Fees | ** | |||
Miscellaneous | * | |||
Total | $ | * | ||
| * | These fees are calculated based on the number of issuances and accordingly cannot be estimated at this time. |
| ** | Listing fee is based upon the principal amount of securities listed, if any, and is therefore not currently determinable. |
Item 15. Indemnification of Directors and Officers.
Article V of the registrant’s Amended and Restated Articles of Incorporation provides that the registrant shall indemnify its directors and officers to the fullest extent permitted by law. The South Carolina Business Corporation Act of 1988 permits 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 against liability incurred in civil or
criminal actionsall proceedings if they actedsuch directors and officers (i) conducted themselves in good faith, and(ii) reasonably believed, in the case of conduct in their official capacities with the corporation, that their conduct was in the corporation’s best interest and, in all other cases, that their conduct was at least not opposed to its best interest or, in the case of conduct with respect to an employee benefit plan, for a purpose reasonably believed to be in the best interests of the corporationparticipants and beneficiaries of such plan, and (iii) in the case of any criminal actions,proceeding, had no reasonable cause to believe that thetheir conduct was unlawful. In addition, the registrant carries insurance on behalf ofunlawful; provided, however, such directors and officers employees or agents that may cover liabilities under the Securities
Act. The registrant's restated articles of incorporation provide that no
director of the registrant shallnot be indemnified in connection with a proceeding in which they are adjudged liable to the corporation or any other proceeding charging that such directors or officers received any improper personal benefit in which they are adjudged liable on that basis. The registrant ormaintains director and officer liability insurance protecting the registrant’s directors and officers against certain claims resulting from their service in such capacities, and the registrant from the liability assumed by it in accordance with Article V of its shareholdersAmended and Restated Articles of Incorporation. In general, the policy provides coverage for monetary damage forany misstatement, misleading statement, act, omission, neglect or breach of his fiduciary duty ascommitted or attempted by a director occurring
after April 26, 1989, exceptor officer, but excludes, among other things, acts of deliberate dishonesty, and acts for (i) any breach of the director's duty of
loyaltypersonal profit or advantage to the registrant or its shareholders, (ii) acts or omissions not in
good faith or which involve gross negligence, intentional misconduct or a
knowing violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal benefit.
or officer was not entitled.
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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 SEC and which are designated by reference to
their exhibit numbers in prior filings are hereby incorporated herein by
reference and made a part hereof.
Exhibits.
| * | To be filed by amendment or incorporated under cover of Form 8-K. |
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Item 17. Undertakings.
The undersigned Registrantregistrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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;
Provided,
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | 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; |
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(ii)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrantregistrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, forstatement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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) 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 the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the |
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information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was a part of the registration statement or made in any such document immediately prior to such effective date. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of a post-effective
amendment any of the securities being registered which remain unsold atfollowing communications, the termination of the offering.
The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed toregistrant will be a new registration statement
relatingseller 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
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 Act
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 Actpurchaser and will be governed by the final adjudication ofconsidered to offer or sell such issue.
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (6) | The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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. |
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| (7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. |
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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, except for the assignment of a
security rating pursuant to transaction requirement B-2 of Form S-3, which
requirement the Registrant reasonably believes will be met by the time of sale, and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbia, StateRichmond, Commonwealth of South Carolina,Virginia, on September 12, 2003.
(REGISTRANT) South Carolina Electric & Gas Company
By: s/N. O. Lorick
(Name & Title): N. O. Lorick, President and Chief Operating Officer
the 12th day of January, 2021.
| DOMINION ENERGY SOUTH CAROLINA, INC. | ||
By | /S/ DIANE LEOPOLD Diane Leopold | |
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statementRegistration Statement has been signed below by the following persons in the capacities stated below and on the dates indicated.
(i) Principal executive officer:
By: s/12th day of January, 2021. The officers and directors whose signatures appear below hereby constitute Carlos M. Brown, Carter M. Reid or Karen W. B. Timmerman
(Name & Title): W. B. Timmerman, ChairmanDoggett, any one of whom may act, as their true and lawful attorneys-in-fact, with full power to sign on their behalf individually and in each capacity stated below and file all amendments and post-effective amendments to the registration statement making such changes in the registration statement as the registrant deems appropriate, and file any registration statement registering additional securities under Rule 462(b) of the Board,
Chief Executive OfficerSecurities Act of 1933, and Director
Date: September 12, 2003
(ii) Principal financial officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President-Financegenerally to do all things in their name in their capacities as officers and Chief Financial Officer
Date: September 12, 2003
(iii) Principal accounting officer:
By: s/J. E. Swan, IV
(Name & Title) J. E. Swan, IV, Controller
Date: September 12, 2003
(iv) Other Directors:
*B. L. Amick; J. A. Bennett; W. B. Bookhart, Jr.; W. C. Burkhardt; E. T.
Freeman; D. M. Hagood; W. H. Hipp; L. M. Miller; M. K. Sloan; H. C. Stowe and G.
S. York
* Signed on behalf of each of these persons by Kevin B. Marsh, Attorney-in-Fact
Date: September 12, 2003
EXHIBIT INDEX
Exhibit No.
Description
1.01 Underwriting Agreement
Form of Underwriting Agreement relatingdirectors to enable the New Bonds (Filed
herewith)
3.01 Restated Articles of Incorporation, as adopted on May 3, 2001
(Filed as Exhibit 3.01registrant to Registration Statement No. 333-65460)
3.02 Articles of Amendmentcomply with the provisions of the ArticlesSecurities Act of Incorporation of SCE&G
dated as1933 and all requirements of the dates indicated belowSecurities and filed as exhibits to
the Registration Statements as set forth below
May 22, 2001 Exhibit 3.02 to Registration No. 333-65460
June 14, 2001 Exhibit 3.04 to Registration No. 333-65460
August 30, 2001 Exhibit 3.05 to Registration No. 333-101449
March 13, 2002 Exhibit 3.06 to Registration No. 333-101449
May 9, 2002 Exhibit 3.07 to Registration No. 333-101449
June 4, 2002 Exhibit 3.08 to Registration No. 333-101449
August 12, 2002 Exhibit 3.09 to Registration No. 333-101449
3.03 Articles of Amendment of the Articles of Incorporation of SCE&G
dated March 13, 2003 (Filed herewith)
3.04 Articles of Amendment of the Articles of Incorporation of SCE&G
dated May 22, 2003 (Filed herewith)
3.05 Articles of Amendment of the Articles of Incorporation of SCE&G
dated June 18, 2003 (Filed herewith)
3.06 Articles of Amendment of the Articles of Incorporation of SCE&G
dated August 7, 2003 (Filed herewith)
3.07 Articles of Correction of the Articles of Incorporation of SCE&G
dated June 1, 2001 (Filed as Exhibit 3.03 to Registration
Statement No. 333-65460)
3.08 By-Laws as revised and amended on February 22, 2001 (Filed as
Exhibit 3.05 to Registration Statement No. 333-65460)
4.01 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 (Filed as Exhibit 2-B to Registration Statement No.
2-26459)
4.02 Fourth Supplemental Indenture dated as of April 1, 1950, to
Indenture referred to in Exhibit 4.01, pursuant to which SCE&G
assumed said Indenture (Filed as Exhibit 2-C to Registration
Statement No. 2-26459)
4.03 Fifth through Fifty-second Supplemental Indentures to Indenture
referred to in Exhibit 4.01 dated as of the dates indicated
below and filed as exhibits to the Registration Statements
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
Description
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. 2-26489
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. 2-26459
September 1, 1968 Exhibit 4-O to Registration No. 2-29693
June 1, 1969 Exhibit 4-C to Registration No. 2-31569
December 1, 1969 Exhibit 4-O to Registration No. 33-38580
June 1, 1970 Exhibit 4-R to Registration No. 2-35388
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-37363
January 1, 1972 Exhibit 2-B to Registration No. 2-40324
July 1, 1974 Exhibit 2-A-19 to Registration No. 33-38580
May 1, 1975 Exhibit 4-C to Registration No. 2-51291
July 1, 1975 Exhibit 2-B-21 to Registration No. 33-38580
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-53908
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-55304
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-57936
May 1, 1977 Exhibit 4-C to Registration No. 2-58662
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 2-A-3 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
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
Exhibit
No. Description
4.04 Fifty-Third Supplemental Indenture, dated as of May 1, 1999, to
Indenture referred to in Exhibit 4.01 (Filed as Exhibit 4.04 to
Registration Statement No. 333-86387)
4.05 Indenture dated as of April 1, 1993 from SCE&G to NationsBank of
Georgia, National Association (Filed as Exhibit 4-F to
Registration Statement No. 33-49421)
4.06 First Supplemental Indenture to Indenture referred to in Exhibit
4.05 dated as of June 1, 1993 (Filed as Exhibit 4-G to
Registration Statement No. 33-49421)
4.07 Second Supplemental Indenture to Indenture referred to in
Exhibit 4.05 dated as of June 15, 1993 (Filed as Exhibit 4-G to
Registration Statement No. 33-57955)
5.01 Opinion Re Legality
Opinion of H. Thomas Arthur, Esq. (Filed herewith)
8.01 Opinion Re Tax Matters (Not Applicable)
10.01 Service Agreement between SCE&G and SCANA Services, Inc.,
effective April 1, 2002 (Filed as Exhibit 10.01 to Registration
Statement No. 333-101449)
12.01 Statements Re Computation of Ratios (Filed herewith)
15.01 Letter re Unaudited Interim Financial Information
(Not applicable)
16.01 Letter re Change in Certifying Accountant (Not Applicable)
23.01 Consents of Experts and Counsel
Consent of Deloitte & Touche LLP (Filed herewith)
Consent of H. Thomas Arthur, Esq. (Included in opinion filed as
Exhibit 5.01).
24.01 Power of Attorney (Filed herewith)
25.01 Statement of Eligibility of Trustee
Statement of Eligibility of The Bank of New York, as Trustee
(Form T-1) (Filed herewith)
26.01 Invitations for Competitive Bids (Not applicable)
99.01 Additional Exhibits (Not applicable)
Exchange Commission.
| Signatures | Title | |
/S/ DIANE LEOPOLD Diane Leopold | Director, Chief Executive Officer (Principal Executive Officer) | |
/S/ ROBERT M. BLUE Robert M. Blue | Director | |
/S/ JAMES R. CHAPMAN James R. Chapman | Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
/S/ MICHELE L. CARDIFF Michele L. Cardiff | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | |
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