UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 9, 2006
TAMPA ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
| | | | |
| Florida | | 1-5007 | | 59-0475140 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
702 North Franklin Street, Tampa, Florida 33602
(Address of principal executive offices and zip code)
(813) 228-1111
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On May 9, 2006, Tampa Electric Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters listed therein (collectively, the “Underwriters”) pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, upon the terms and subject to the conditions set forth therein, $250 million aggregate principal amount of 6.55% Notes due 2036 (the “Notes”). The Notes will be issued under a fifth supplemental indenture (the “Indenture”) with The Bank of New York, as trustee. The offering of the Notes is expected to close on May 12, 2006.
Tampa Electric Company plans to use the proceeds from the sale of these notes to repay in full the amount drawn on its unsecured credit facility, indirectly to repay amounts borrowed under its accounts receivable credit facility and for general corporate purposes.
In order to furnish certain exhibits for incorporation by reference into the Registration Statement on Form S-3 of TECO Energy, Inc. and the Company, previously filed with Securities and Exchange Commission (File No. 333-132243-01), the Company is filing the Underwriting Agreement as Exhibit 1.1 to such Registration Statement and the opinion of Edwards Angell Palmer & Dodge LLP, regarding the validity of the Notes to be sold by the Company pursuant to such Underwriting Agreement as Exhibit 5.2 to such Registration Statement.
Item 9.01. Financial Statements and Exhibits.
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| 1.1 | | Underwriting Agreement dated as of May 9, 2006 by and among Tampa Electric Company, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated. Filed herewith. |
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| 5.2 | | Opinion of Edwards Angell Palmer & Dodge LLP. Filed herewith. |
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| 23.5 | | Consent of Edwards Angell Palmer & Dodge LLP (included as part of their opinion filed herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| Date: May 10, 2006 | | TAMPA ELECTRIC COMPANY |
| | |
| | By: | | /s/ Sandra W. Callahan |
| | | | Sandra W. Callahan |
| | | | Vice President-Treasurer |
EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement dated as of May 9, 2006 by and among Tampa Electric Company, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated. Filed herewith. |
| |
| 5.2 | | Opinion of Edwards Angell Palmer & Dodge LLP. Filed herewith. |
| |
| 23.5 | | Consent of Edwards Angell Palmer & Dodge LLP (included as part of their opinion filed herewith). |
