Exhibit 1.2
EXHIBIT A
SCANA CORPORATION
---------------------
PRICE DETERMINATION AGREEMENT
October 9, 0000
Xxxx xx Xxxxxxx Securities LLC
UBS Warburg LLC
as Representatives for the Several
Underwriters Named in Schedule I to the Underwriting Agreement
c/o Banc of America Securities LLC
000 Xxxxxxxxxx Xxxxxx - Equity Capital Markets
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
c/o UBS Warburg LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated October
9, 2002 (the "Underwriting Agreement"), among SCANA Corporation, a South
Carolina corporation (the "Company"), and the several Underwriters named in
Schedule I thereto or hereto (the "Underwriters"), for whom you are acting as
representatives (collectively, the "Representatives"). The Underwriting
Agreement provides for the purchase by the Underwriters from the Company,
subject to the terms and conditions set forth therein, of an aggregate of
5,250,000 shares (the "Firm Shares") of the Company's common stock, no par value
per share. This Agreement is the Price Determination Agreement referred to in
the Underwriting Agreement.
Pursuant to Section 1 of the Underwriting Agreement, the
undersigned agree with the Representatives as follows:
I. The initial public offering price per share for the Firm
Shares shall be $25.10.
II. The purchase price per share for the Firm Shares to be
paid by the several Underwriters shall be $24.2843 representing an amount equal
to the initial public offering price set forth above, less $0.8157 per share.
The Company represents and warrants to each of the
Underwriters that the representations and warranties of the Company set forth in
Section 3 of the Underwriting Agreement are accurate in all respects as though
expressly made at and as of the date hereof.
As contemplated by the Underwriting Agreement, attached as
Schedule I is a completed list of the several Underwriters, which shall be a
part of this Agreement and the Underwriting Agreement.
This Agreement shall be governed by the law of the State of
New York.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
If the foregoing is in accordance with your understanding of
the agreement among the Underwriters and the Company, please sign and return to
the Company a counterpart hereof, whereupon this instrument along with all
counterparts and together with the Underwriting Agreement shall be a binding
agreement among the Underwriters and the Company in accordance with its terms
and the terms of the Underwriting Agreement.
Very truly yours,
SCANA CORPORATION
By: s/X. X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
-----------------------------
Title: Chairman, CEO & President
-----------------------------
Confirmed as of the date first above mentioned:
BANC OF AMERICA SECURITIES LLC
Acting on behalf of itself and as the Representative of the other several
Underwriters.
By: s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------
Title: Managing Director
--------------------------
UBS WARBURG LLC
Acting on behalf of itself and as the Representative of the other several
Underwriters.
By: s/Xxxxxx X. Xxxxxxx s/Xxxxx X. Xxxxxx
----------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx
------------------------------ ----------------------------
Title: Managing Director Executive Director
-------------------------- ----------------------------
