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):
November 21, 1996
TAMPA ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA 1-5007 59-0475140
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) Number) Identification No.)
702 North Franklin Street, Tampa Florida 33602
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (813) 228-4111
Page 1
Item 5. Other Events
On Nov. 21, 1996, TECO Energy, Inc. ("TECO Energy"), parent of Tampa
Electric Company, and Lykes Energy, Inc. ("LEI") entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which TECO Energy will
acquire LEI through the merger of LEI with and into TECO Energy or, subject to
certain conditions, with a wholly-owned subsidiary of TECO Energy (the
"Merger"). A copy of the Merger Agreement is included herewith as Exhibit 2.1
and incorporated herein by reference, and the press release announcing the
transaction is included as Exhibit 99.1.
LEI is a privately-held holding company whose two largest subsidiaries
are Peoples Gas System, Inc. ("PGS") and Peoples Gas Company ("PGC"). PGS is
a natural gas utility that serves approximately 200,000 customers wholly
within peninsular Florida. PGC sells liquified petroleum gas, or propane, to
more than 35,000 customers, primarily within peninsular Florida.
Contemporaneously with the Merger, TECO Energy plans to merge PGS into Tampa
Electric Company and operate PGS as a separate division.
Subject to conditions relating to the trading price of TECO Energy
Common Stock described below, on the closing date of the Merger all of the
outstanding shares of Common Stock of LEI will be converted into a number of
shares of Common Stock of TECO Energy having a market value of $300,000,000
based upon the average closing price of TECO Common Stock on the New York
Stock Exchange during the twenty trading days ending on the third trading day
prior to the closing (the "Market Value"). Based on the number of shares of
TECO Common Stock outstanding on Nov. 22, 1996, an aggregate of between
11,009,174 and 13,483,146 shares of TECO Common Stock will be issuable in the
Merger, representing between approximately 8.6 percent and 10.3 percent of the
total number of shares of TECO Common Stock to be outstanding after such
issuance. The Merger is intended to be a tax-free reorganization and to be
accounted for as a pooling of interests.
Page 2
Item 5. Other Events (continued)
Completion of the acquisition, currently expected to occur by mid-1997,
is subject to certain conditions, including approval of the holders of a
majority of the outstanding shares of LEI Common Stock, the approval of
r e g ulatory authorities, and other closing conditions customary in a
transaction of this type. The Merger Agreement is subject to termination in
certain circumstances, including if the Merger is not consummated by Dec. 31,
1997. In addition, LEI may terminate the Merger Agreement if the Market Value
per share of TECO Common Stock is less than $20.50 unless TECO Energy agrees
to increase the number of shares of TECO Common Stock to be issued in the
Merger as provided in the Merger Agreement. TECO Energy may terminate the
Merger Agreement if the Market Value per share of TECO Common Stock is greater
than $29.00 unless LEI agrees to accept a lesser number of shares of TECO
Common Stock in the Merger as provided in the Merger Agreement.
Concurrently with execution of the Merger Agreement, the parties entered
into a stock option agreement (the "Option Agreement") under which LEI granted
to TECO Energy an option to purchase 212,664 shares of LEI Common Stock,
representing 19.9 percent of the outstanding LEI shares, at a price of $280.72
per share. A copy of the Option Agreement is Exhibit A to the Merger
Agreement included as Exhibit 2.1 hereto and is incorporated herein by
reference. TECO Energy's right to exercise such option is subject to the
occurrence of certain termination events under the Merger Agreement which
require LEI to pay a specified termination fee to TECO Energy. The aggregate
amount payable to TECO Energy pursuant to the Option Agreement and such
termination fee is limited to $15,000,000.
The foregoing summary of the Merger Agreement and the Option Agreement
is qualified in its entirety by reference to Exhibit 2.1 hereto.
Page 3
Item 7. Financial Statements and Exhibits
(C) Exhibits
*2.1 Agreement and Plan of Merger dated Nov. 21, 1996
between TECO Energy and Lykes Energy, Inc. (Exhibit
2.1 to Registration Statement on Form S-4 of
TECO Energy, Inc. filed on Nov. 22, 1996, Registration
No. 333-16683).
99.1 Press Release dated Nov. 22, 1996.
* Indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.
Page 4
SIGNATURE
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.
Dated: Nov. 25, 1996 Tampa Electric Company
By:
W. L. Griffin
Vice President - Conroller
(Principal Accounting Officer)
Page 5
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits Page No.
2.1 Agreement and Plan of Merger dated *
Nov. 21, 1996 between TECO Energy and
Lykes Energy, Inc. (Exhibit 2.1 to
Registration Statement on Form S-4 of
TECO Energy, Inc. filed on Nov. 22, 1996,
Registration No. 333-16683).
99.1 Press Release dated Nov. 22, 1996 7
* Indicates exhibit previously filed with the Securities and Exchange
Commission and incorporated herein by reference.
Page 6