UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~January 1~~February 5, 2019

SCANA Corporation

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-8809	SCANA Corporation (a South Carolina corporation)	57-0784499
1-3375	South Carolina Electric & Gas Company (a South Carolina corporation)	57-0248695
	100 SCANA Parkway, Cayce, South Carolina 29033
	(803) 217-9000

(Exact Name of Registrant as Specified in Its Charter)

South Carolina	1-8809	57-0784499
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 SCANA Parkway Cayce, South Carolina		29033
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (803) 217-9000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

~~Item~~DISCLOSURES ~~2.01~~PROVIDED ~~Completion~~ON ofBEHALF ~~Acquisition~~OF orSCANA CORPORATION ~~Disposition~~AND SOUTH ofCAROLINA ~~Assets~~ELECTRIC & GAS COMPANY

OnItem ~~January~~ 1~~, 2019, pursuant to the Agreement and Plan of Merger dated as of January 2, 2018 (the Merger Agreement) by and among Dominion Energy, Inc~~. ~~(Dominion Energy), Sedona Corp~~02. Termination ~~(Merger~~of ~~Sub) and SCANA Corporation (SCANA), Merger Sub merged with and into SCANA (the Merger), with SCANA continuing as the surviving corporation and~~ a ~~wholly-owned~~Material ~~subsidiary~~Definitive ~~of Dominion Energy.~~ Agreement

~~Pursuant~~On toFebruary ~~the~~5, ~~Merger Agreement~~2019, atSouth ~~the~~Carolina ~~effective~~Fuel ~~time of the Merger~~Company, ~~each share of issued and outstanding SCANA common stock was converted into the right to receive 0~~Inc.~~6690~~ ~~shares of Dominion Energy common stock~~ (~~the Merger Consideration~~“SCFC”). ~~Approximately~~terminated 95the $500,~~611~~000,~~418~~000 ~~shares~~Second Amended ofand ~~Dominion~~Restated ~~Energy~~Five-Year ~~common~~Credit ~~stock will be issued to former SCANA shareholders. No fractional shares will be issued in the Merger; instead~~Agreement, ifdated aas ~~former SCANA shareholder would be owed a fraction~~ of aDecember ~~share~~17, of2015, ~~Dominion~~as ~~Energy~~amended, ~~common~~by ~~stock~~and ~~pursuant~~among ~~to the Merger~~SCFC, ~~such~~Wells ~~former~~Fargo ~~SCANA shareholder will receive the value of that fraction of a share in cash~~Bank, ~~without~~National ~~interest~~Association, ~~where value~~as isSwingline ~~based~~Lender onand aAgent, ~~formula~~Bank ~~set out in the Merger Agreement that takes into account the recent trading prices~~ of ~~Dominion~~America, ~~Energy~~N.A. ~~common~~and ~~stock~~Morgan ~~before~~Stanley ~~the~~Senior ~~effective~~Funding, ~~time of the Merger~~Inc. ~~In addition~~, atas Co-Syndication ~~the effective time of the Merger~~Agents, ~~each~~Branch ~~outstanding SCANA~~Banking ~~performance share award~~ and ~~restricted~~Trust ~~stock~~Company, ~~award~~Credit ~~will~~Suisse ~~fully~~AG, ~~vest~~Cayman inIslands ~~accordance~~Branch, ~~with~~JPMorgan ~~the~~Chase ~~Merger~~Bank, ~~Agreement~~N.A., ~~and~~Mizuho ~~will~~Bank, beLTD., ~~cancelled~~MUFG ~~and~~Union ~~converted~~Bank, ~~automatically into the right to receive an amount in cash~~N.A., ~~without~~TD ~~interest~~Bank, ~~based~~N.A. onand aUBS ~~formula~~Securities ~~set out~~LLC, inas ~~the~~Documentation ~~Merger Agreement that takes into account the recent trading prices of Dominion Energy common stock before the effective time of the Merger~~Agent, ~~the Merger Consideration per share of SCANA common stock~~ and the ~~number of shares of SCANA common~~lenders ~~stock~~ identified ~~previously~~therein ~~underlying such equity compensation award. At~~ (the ~~effective~~“Credit ~~time of the Merger~~Agreement”), ~~there~~effective ~~were~~February ~~670~~8,~~407~~ ~~shares of SCANA common stock previously underlying such equity compensation awards~~2019. The ~~Merger~~Credit Agreement ~~also~~was ~~provided~~available ~~for~~to ~~the conversion~~SCFC ~~at the effective time of the Merger of deferred units in respect of SCANA shares credited~~ to ~~participants~~be inused ~~SCANA’s deferred compensation plans~~ for ~~directors~~general ~~and~~corporate ~~executives~~purposes. ~~into~~SCFC ~~deferred~~elected ~~units~~to interminate ~~respect of Dominion shares under such plans based on a formula set out in~~ the ~~Merger~~Credit Agreement. ~~However,~~because ~~there~~it ~~were~~determined it no ~~deferred~~longer required ~~units in respect of SCANA shares outstanding at~~ the ~~effective~~Credit ~~time~~Agreement ofto ~~the~~meet ~~Merger~~its ~~and,~~financing ~~consequently, no such conversions took place~~needs.

~~The~~A ~~foregoing~~summary ~~description~~ of the ~~Merger~~terms ~~and~~of the ~~Merger~~Credit Agreement ~~does~~may ~~not purport to~~ be ~~complete~~found ~~and is qualified~~ in ~~its entirety by reference to~~ the ~~full text~~Current ofReport ~~the~~on ~~Merger~~Form ~~Agreement,~~8-K ~~which was~~ filed by ~~with~~SCANA ~~the~~Corporation ~~Securities and Exchange Commission~~ (the ~~SEC~~“Company”) onand ~~January 5,~~South ~~2018~~Carolina asElectric ~~Exhibit~~& ~~2.1~~Gas toCompany ~~SCANA’s Current Report~~ on ~~Form~~December ~~8-K~~22, ~~and~~2015, which summary is incorporated herein by reference.

~~Item~~DISCLOSURES ~~3.01~~PROVIDED ~~Notice~~ON ofBEHALF ~~Delisting~~OF orSCANA CORPORATION ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~ONLY

OnItem ~~December~~5.03. ~~26,~~Amendments 2018, in connection with the anticipated completion of the Merger, SCANA notified the New York Stock Exchange (the NYSE) that the planned effective time of the Merger was 12:01 am on January 1, 2019. The NYSE confirmed to ~~SCANA that upon receipt of evidence of the filing of the~~ Articles of ~~Merger~~Incorporation before the opening of trading on January 2, 2019, trading of SCANA common stock on the NYSE would be suspended on that date. In addition, it is expected that promptly thereafter, the NYSE will file with the SEC a Form 25 (Notification of Removal from Listing and/or ~~Registration~~Bylaws; ~~under Section 12(b)~~Change ofin ~~the~~Fiscal Securities Exchange Act of 1934) to delist SCANA common stock from the NYSE and to terminate the registration of its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). In addition, SCANA intends, at a later date during 2019, to file with the SEC a Form 15 notification of suspension of the reporting obligations of SCANA under Sections 13(a) and 15(d) of the Exchange Act. Year

~~Item~~On ~~3.03~~February ~~Material~~1, ~~Modification~~2019, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Company’s Amended and Restated Articles of Incorporation (as amended and restated, the “Articles of Incorporation”), to, ~~Rights~~among other changes, remove the requirement that the Board be classified, subject to the approval of shareholders ~~Security~~of ~~Holders~~the Company. The approval of the shareholders of the Company was received by unanimous written consent on February 1, 2019.

AsThe aArticles ~~result~~ of ~~the~~Incorporation ~~Merger~~were ~~and~~filed atwith ~~the~~and ~~effective~~accepted ~~time~~by of the ~~Merger,~~State ~~holders~~ of ~~SCANA’s~~South ~~common~~Carolina ~~stock~~Secretary ~~immediately prior to such time ceased having any rights~~of as State ~~shareholders~~on ofFebruary ~~SCANA~~6, ~~(other~~2019 ~~than~~and ~~their~~became ~~right~~effective toon ~~receive~~that ~~the~~same ~~Merger Consideration pursuant to the Merger Agreement)~~date.

The ~~information~~foregoing ~~set~~is ~~forth~~a inbrief description of the amendments to the Articles of Incorporation and is ~~Items~~ qualified ~~2.01~~in its entirety by reference to the full text of the Articles of Incorporation, which is filed herewith as Exhibit 3.~~01,~~1 and ~~5.03 is~~ incorporated ~~herein~~ by reference. herein.

Item 59.01. Financial ~~Changes~~Statements inand ~~Control of Registrant.~~Exhibits

As a result of the Merger and at the effective time of the Merger, a change in control of SCANA occurred and SCANA became a wholly-owned subsidiary of Dominion Energy.

	Applicable to
Exhibit	SCANA Corporation	South Carolina Electric & Gas Company	Description
3.1	X		Amended and Restated Articles of Incorporation of SCANA Corporation (filed herewith).

The information set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the Merger Agreement, at the effective time of the Merger, SCANA’s bylaws were amended and restated in their entirety. A copy of the Amended and Restated Bylaws is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit
2.1		Agreement and Plan of Merger by and among Dominion Energy, Inc., Sedona Corp, and SCANA Corporation, dated as of January 2, 2018 (incorporated by reference from Exhibit 2.1, Form 8-K filed January 5, 2018, File No. 1-8809).
3.1		Amended and Restated Bylaws of SCANA Corporation (filed herewith).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the ~~registrant~~registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature of each registrant shall be deemed to relate only to disclosures provided on behalf of such registrant.

SCANA CORPORATION ~~Registrant~~SOUTH CAROLINA ELECTRIC & GAS COMPANY Registrants /s/ ~~Carlos~~James MR. ~~Brown~~Chapman ~~Carlos~~James MR. ~~Brown~~Chapman ~~Senior~~Executive Vice President and ~~General~~Chief ~~Counsel~~Financial Officer

Date: ~~January 2~~February 8, 2019

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