SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof pursuant to
Rule 20(d) adopted under the Public Utility Holding Company Act of 1935.
South Carolina Electric & Gas Company
(the Company)
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
and was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule 48.
1. Type of security or securities.
First Mortgage Bonds (the Bonds)
2. Issue, renewal or guaranty.
Issue
3. Principal amount of each security.
$300,000,000 in aggregate principal amount.
4. Rate of interest per annum of each security.
6.625%
5. Date of issue, renewal or guaranty of each security.
January 31, 2002
6. If renewal of security, give date of original issue.
Not Applicable
7. Date of maturity of each security.
February 1, 2032
8. Name of persons to whom each security was issued, renewed or
guaranteed.
The Bonds were issued to UBS Warburg LLC, Credit Suisse First Boston
Corporation, Banc of America Securities LLC, and First Union
Securities, Inc. as the underwriters (the Underwriters) named in, and
pursuant to, the Underwriting Agreement dated January 24, 2002. The
Underwriters then sold the Bonds to the public.
9. Collateral given with each security, if any.
The Bonds are secured primarily by (1) a like principal amount of
non-interest bearing first mortgage bonds (the Class A Bonds) issued
pursuant to the Indenture of Mortgage, dated January 1, 1945 (the
Class A Indenture), between the Company and J P Morgan Chase Bank,
and (2) the lien of the Indenture dated April 1, 1993 (the New
Indenture), between the Company and The Bank of New York. The Class
A Bonds are secured by a lien upon substantially all of the fixed
property and franchises used or useful in the Company's public
utility businesses (except cash, securities, contracts and accounts
receivable, materials and supplies, natural gas, oil, certain
minerals and mineral rights and certain other assets) now owned by
the Company, with certain exceptions, and the bonds issued under the
New Indenture (including the Bonds) are secured by a lien upon
substantially all of the properties of the Company used in the
generation, transmission and distribution of electric energy,
together with any other property which the Company may elect to
subject to such lien. The lien of the New Indenture is junior to the
lien of the Class A Indenture.
10. Consideration received for each security.
The Bonds were sold to the underwriters at 98.326% of the principal
amount thereof and to the public at 99.201% of the principal amount
thereof. The Company received aggregate proceeds, before expenses,
of $294,978,000.
11. Application of proceeds of each security.
The proceeds from the sale of the Bonds will be used for the
repayment of short-term debt, for redemption of First and Refunding
Mortgage Bonds, 8 7/8 % Series due August 15, 2021 and for general
corporate purposes.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of Section 6(a) because of:
a. the provisions contained in the first sentence of Section 6(b)
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b. the provisions contained in the fourth sentence of Section 6(b)
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c. the provisions contained in any rule of the commission other
than Rule 48 X
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13. If the security or securities are exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give
the figures which indicate that the security or securities aggregate
(together with all other than outstanding notes and drafts of a
maturity of nine or less, exclusive of days of grace, as to which
such company is primarily or secondarily liable) not more than five
percentum of the principal amount and par value of the other
securities of such company then outstanding.
Not Applicable
14. If the security or securities are exempt from the provisions of
Section 6(a) because of the fourth sentence of Section 6(b), name
the security outstanding on January 1, 1935, pursuant to the terms
of which the security or securities herein described have been
issued.
Not Applicable
15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule
48 designate the rule under which exemption is claimed.
Rule 52
South Carolina Electric & Gas Company
By: s/Mark R. Cannon
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Mark R. Cannon
Controller
Dated: February 6, 2002