1
Filed Pursuant to Rule 424(b)(5)
File No.: 333-61758
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 8, 2001
$200,000,000
TECO ENERGY, INC.
7.20% Notes Due May 1, 2011
------------------
We will pay interest on the notes each May 1 and November 1. The first
interest payment will be made on November 1, 2001 for interest accruing from May
1, 2001.
We may redeem some or all of the notes from time to time. The redemption
prices are described on page S-9. There is no sinking fund for the notes.
These notes form a single series with our 7.20% notes due May 1, 2011
issued on May 1, 2001 in the principal amount of $400,000,000, and are fungible
with those notes.
<Table>
<Caption>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS TECO ENERGY(1)
-------------- -------------- --------------
Per Note............................................. 103.489% 0.65% 102.839%
Total................................................ $206,978,000 $1,300,000 $205,678,000
</Table>
(1) Plus accrued interest, if any, from May 1, 2001.
Delivery of the notes, in book-entry form only, will be made on or about
September 26, 2001.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
CREDIT SUISSE FIRST BOSTON
The date of this prospectus supplement is September 21, 2001.
2
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<Table>
<Caption>
PAGE
----
ABOUT THIS PROSPECTUS SUPPLEMENT...... S-1
OFFERING SUMMARY...................... S-2
TECO ENERGY........................... S-3
CAPITALIZATION........................ S-5
SELECTED HISTORICAL FINANCIAL
INFORMATION......................... S-6
</Table>
<Table>
<Caption>
PAGE
----
RATIO OF EARNINGS TO FIXED CHARGES.... S-7
USE OF PROCEEDS....................... S-7
DESCRIPTION OF THE NOTES.............. S-8
UNDERWRITING.......................... S-12
NOTICE TO CANADIAN RESIDENTS.......... S-13
LEGAL MATTERS......................... S-13
</Table>
PROSPECTUS
<Table>
<Caption>
PAGE
----
RISK FACTORS.......................... 1
FORWARD LOOKING STATEMENTS............ 1
TECO ENERGY........................... 2
RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS....... 2
DESCRIPTION OF DEBT SECURITIES........ 2
DESCRIPTION OF PREFERRED STOCK........ 7
DESCRIPTION OF COMMON STOCK........... 9
ANTI-TAKEOVER EFFECTS OF OUR ARTICLES
OF INCORPORATION AND BYLAWS, FLORIDA
LAW AND OUR RIGHTS PLAN............. 10
</Table>
<Table>
<Caption>
PAGE
----
DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE
UNITS............................... 11
DESCRIPTION OF WARRANTS, AND OTHER
PURCHASE RIGHTS..................... 11
USE OF PROCEEDS....................... 13
PLAN OF DISTRIBUTION.................. 13
LEGAL MATTERS......................... 14
EXPERTS............................... 14
WHERE YOU CAN FIND MORE INFORMATION... 14
</Table>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement,
which describes the specific terms of the notes we are offering and certain
other matters relating to us and our financial condition. The second part, the
accompanying prospectus, gives more general information about securities we may
offer from time to time, some of which does not apply to the notes we are
offering. Generally, when we refer to the prospectus, we are referring to both
parts of this document combined. If the description of the offering varies
between this prospectus supplement and the accompanying prospectus, you should
rely on the information in this prospectus supplement.
This prospectus supplement contains forward looking statements. For a
description of these statements and a discussion of the factors that may cause
our actual results to differ materially from these statements, see "Forward
Looking Statements" in the accompanying prospectus and Exhibit 99.1 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.
3
OFFERING SUMMARY
Notes Offered................. $200,000,000 aggregate principal amount of
7.20% Notes due 2011, which are fungible with
notes of the same series issued on May 1, 2001
in the principal amount of $400,000,000.
Maturity Date................. May 1, 2011.
Interest Rate................. The notes will bear interest at the rate of
7.20% per year from May 1, 2001 to, but
excluding, May 1, 2011.
Interest Payment Dates........ May 1 and November 1, commencing on November 1,
2001. Interest payments will be made to the
persons in whose names the notes are registered
on the 15th calendar day immediately preceding
the applicable interest payment date.
Denominations................. $1,000 with integral multiples of $1,000.
Optional Redemption........... The notes will be redeemable, at our option, in
whole or in part from time to time, at the
redemption prices described in "Description of
the Notes -- Optional Redemption." The notes
may not be redeemed at any time at the option
of the holders.
Ranking....................... The notes will be unsecured debt and will rank
on a parity with our other unsecured and
unsubordinated indebtedness.
Use of Proceeds............... Credit Suisse First Boston Corporation has
purchased an outstanding series of our notes
from the holder of those notes. We will use
approximately $160.1 million of the net
proceeds from the sale of the notes offered by
this prospectus to retire the notes purchased
by Credit Suisse First Boston Corporation,
which have a maturity date of September 15,
2038 and an interest rate of 7.597%. We expect
to use the remaining net proceeds to repay
short-term indebtedness of TECO Finance, Inc.,
our finance subsidiary, and for general
corporate purposes. Pending such uses, we will
invest the net proceeds in short-term money
market instruments.
Additional Issuances.......... We may, without the consent of the holders of
the notes, issue additional notes having the
same ranking and the same interest rate,
maturity and other terms as the notes. Any
additional notes having such similar terms,
together with the notes, may constitute a
single series of notes under the indenture.
Form.......................... The notes will be represented by registered
global securities registered in the name of
Cede & Co., the partnership nominee of the
depositary, The Depository Trust Company.
Beneficial interests in the notes will be shown
on, and transfers will be effected through,
records maintained by The Depository Trust
Company and its participants.
S-2
4
TECO ENERGY
Overview. We are an electric and gas utility holding company, exempt from
registration under the Public Utility Holding Company Act of 1935, with
important unregulated activities. We are in the process of transforming from a
predominantly regulated energy company to one that is predominantly operating in
deregulated competitive markets. Our unregulated businesses include independent
power generation and distribution, marine transportation, coal mining, coalbed
methane gas production, the marketing of natural gas, energy services and
engineering and, indirectly, the sale of propane gas. Our principal operations
are as follows:
- TAMPA ELECTRIC COMPANY provides electric energy and related services to
over 568,000 residential, commercial and industrial customers in its West
Central Florida service area covering approximately 2,000 square miles,
including the City of Tampa and the surrounding areas. Tampa Electric has
a total net winter generating capacity of approximately 3,960 megawatts
in operation, and is constructing additional capacity to serve its
growing customer base. It is in the process of repowering an older
coal-fired station to become a combined-cycle natural gas-fired facility,
which will add capacity, reduce emissions and enhance fuel diversity.
- PEOPLES GAS SYSTEM, acquired in 1997, is Florida's leading provider of
natural gas. With a presence in most of Florida's major metropolitan
areas, it serves over 262,000 residential and commercial customers. In
early 2000, it completed a major expansion to Southwest Florida to market
natural gas to a previously unserved high growth area of the state. The
company is continuing its expansion into other areas of Florida
previously unserved by natural gas.
- TECO POWER SERVICES develops, builds, owns and operates electric
generation facilities and electric distribution and transmission
facilities primarily in the United States and Central America. It has
interests in, or agreements to develop or acquire, more than 7,000 net
megawatts of generating capacity in operation, under construction or in
the late stages of development, and is seeking to continue increasing its
generating capacity. The operating generating units include the Hardee
Power Station in Florida, the San Jose and Alborada generating plants in
Guatemala, the Hamakua plant in Hawaii, the Commonwealth Chesapeake
Station in Virginia on the Delmarva peninsula, a gas and coal-fired
facility in Eastern Europe and the Frontera Power Station in Texas. It
owns two combined-cycle plants in the early stages of construction in
Mississippi and Arkansas, has an economic interest in two combined-cycle
plants operating in Texas and is in a joint venture to build, own and
operate two combined-cycle plants in Arizona and Arkansas that are in
early stages of construction. It also has entered into a memorandum of
understanding regarding the development of an integrated gasification
combined-cycle generation (IGCC) facility at the CITGO refinery in Lake
Charles, Louisiana using Texaco gasification technology.
- TECO TRANSPORT is a marine transportation business that operates a
U.S.-flag fleet of oceangoing vessels, a river barge fleet and a dry bulk
commodity transfer and storage deep water terminal. Its business is
primarily moving commodities via domestic inland rivers, the Gulf of
Mexico and the Caribbean, and to worldwide markets, including South
America, Asia, Africa and Europe.
- TECO COAL owns and operates several low-sulfur coal mines and handling
facilities in Kentucky and Tennessee. It mines and ships almost eight
million tons of coal annually for sale to domestic and European steel
companies, as well as domestic utilities and industrial customers. In
addition, it owns and operates two synthetic fuel production facilities
that qualify under existing rules for Section 29 tax credits for
non-conventional fuel production through 2007.
- TECO COALBED METHANE extracts naturally occurring methane gas from seams
in the coal beds of Alabama's Black Warrior Basin. It has approximately
700 producing wells, all of which qualify under existing rules for
Section 29 tax credits on non-conventional fuel production through 2002.
It had proven reserves estimated at 182 billion cubic feet as of December
31, 2000.
- TECO SOLUTIONS was formed to support TECO Energy's strategy of offering
customers a comprehensive and competitive package of energy services and
products with its Florida operations focus. Operating companies include
TECO BGA (formerly Bosek, Gibson and Associates) (BGA), BCH Mechanical
(BCH), TECO Gas Services and TECO Properties. BGA and BCH together can
deliver customized
S-3
5
energy-efficient design and new construction, operations and maintenance
projects for commercial and public sector clients. In addition, TECO Gas
Services, TECO Energy's gas marketing company, provides gas management
and marketing services for large municipal, industrial, commercial and
power generation customers.
Strategy. Our business growth strategy is focused on the following three
areas:
- Capitalize on a growing Florida economy and the expected shift to a more
competitive energy market in Florida with our electric and gas operations
and energy services business. Tampa Electric believes that it has the
competitive generating capacity to serve increased demand and expand its
market share in a deregulated environment in Florida.
- Increase TECO Power Services' portfolio of quality projects, particularly
in the high-growth areas of the United States market, to become a leading
generation company positioned to take advantage of competitive energy
markets.
- Expand our marine transportation business and our other unregulated
businesses.
S-4
6
CAPITALIZATION
The following table summarizes the historical capitalization of TECO Energy
and its subsidiaries at June 30, 2001, and its capitalization as adjusted to
reflect the issuance and sale of $200,000,000 aggregate principal amount of
notes contemplated by this prospectus supplement and our application of the net
proceeds in the manner described in "Use of Proceeds."
<Table>
<Caption>
JUNE 30, 2001
----------------------
ACTUAL PROFORMA
AMOUNTS AS ADJUSTED
-------- -----------
($ IN MILLIONS)
Cash and cash equivalents................................... $ 73.5 $ 73.5
======== ========
Short-term debt............................................. $ 220.9 $ 170.9
Long-term debt due within one year.......................... 626.9 476.9
Long-term debt, less amount due within one year............. 2,016.5 2,216.5
Redeemable preferred securities............................. 200.0 200.0
Common equity, including the effect of unearned
compensation.............................................. 1,816.0 1,816.0
-------- --------
Total capitalization.............................. $4,880.3 $4,880.3
======== ========
</Table>
S-5
7
SELECTED HISTORICAL FINANCIAL INFORMATION
The table below presents selected historical consolidated income statement
data, cash flow information and balance sheet data of TECO Energy and its
subsidiaries. We derived this information from the audited financial statements
for the years ended December 31, 1997 through December 31, 2000 and from
unaudited financial statements for the six months ended June 30, 2000 and 2001.
This information is only a summary. You should read it in connection with our
historical financial statements and related notes and the "Management's
Discussion and Analysis of Financial Condition and Results of Operations," which
are incorporated by reference in this document. See "Where You Can Find More
Information" on page 14 of the accompanying prospectus.
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------------- ------------------------------------------
2001 2000 2000 1999 1998 1997
-------- -------- --------- -------- -------- --------
($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA
Operating revenues................ $1,314.4 $1,084.0 $ 2,295.1 $1,983.0 $1,955.7 $1,860.8
Operating income.................. 216.8 207.8 413.6 423.6 401.3 412.7
Net income from continuing
operations...................... 141.6 111.0 250.9 200.9(1) 204.2(2) 211.5(3)
Earnings per share (basic) from
continuing operations........... $ 1.07 $ 0.88 $ 1.99 $ 1.53(1) $ 1.55(2) $ 1.62(3)
Dividends paid per share.......... $ 0.680 $ 0.660 $ 1.330 $ 1.285 $ 1.225 $ 1.165
CASH FLOW INFORMATION
EBITDA(4)......................... $ 359.4 $ 333.8 $ 681.8 $ 655.8 $ 634.3 $ 644.4
Cash interest, net of amounts
capitalized..................... 97.6 67.0 166.7 116.9 99.3 115.5
Capital expenditures.............. 430.3 316.6 688.4 426.1 296.1 212.6
Cash flow from operations......... 232.6 195.0 381.2 381.3 495.4 350.8
Cash flow from investing
activities...................... (460.1) (387.6) (1,044.7) (504.9) (390.9) (210.4)
Cash flow from financing
activities...................... 201.4 122.8 665.6 204.2 (98.2) (145.7)
</Table>
<Table>
<Caption>
AS OF JUNE 30, AS OF DECEMBER 31,
-------------- ------------------------------------------
2001 2000 1999 1998 1997
-------------- --------- -------- -------- --------
($ IN MILLIONS)
BALANCE SHEET DATA
Total assets.............................. $5,982.5 $ 5,676.2 $4,690.1 $4,179.3 $3,960.4
Capitalization:
Short-term debt......................... 220.9 1,208.9 813.7 319.0 447.5
Long-term debt due within one year...... 626.9 237.3 155.8 36.0 12.7
Long-term debt, less amount due within
one year............................. 2,016.5 1,374.6 1,207.8 1,279.6 1,080.2
Redeemable preferred securities......... 200.0 200.0 -- -- --
Common shareholders equity, including
the effect of unearned
compensation......................... 1,816.0 1,506.9 1,417.8 1,507.8 1,444.7
Total capitalization...................... 4,880.3 4,527.7 3,595.1 3,142.4 2,985.1
</Table>
---------------
(1) Includes the effect of non-recurring charges which reduced net income by
$19.6 million and earnings per share by $0.15 in 1999.
(2) Includes the effect of non-recurring charges which reduced net income by
$19.6 million and earnings per share by $0.15 in 1998.
(3) Includes the effect of merger-related transaction expenses, which reduced
net income by $5.3 million and earnings per share by $0.04 in 1997.
(4) EBITDA is defined as operating income before depreciation and amortization
(excludes other income and income taxes). EBITDA is not a measure of
performance under GAAP. While EBITDA should not be considered as a
substitute for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or as a
measure of profitability or liquidity, management understands that EBITDA is
customarily used as a measure in evaluating companies.
S-6
8
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth TECO Energy's consolidated ratio of earnings
to fixed charges for the periods indicated.
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED TWELVE MONTHS ENDED -------------------------------------------
JUNE 30, 2001 JUNE 30, 2001 2000 1999(1) 1998(2) 1997(3) 1996
---------------- ------------------- ----- ------- ------- ------- -----
2.51x 2.50x 2.55x 3.25x 3.67x 3.77x 3.72x
</Table>
For the purposes of calculating these ratios, earnings consist of income
from continuing operations before income taxes and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt premium, the interest
component of rentals and preferred stock dividend requirements.
---------------
(1) Includes the effect of non-recurring pretax charges totaling $21.0 million
recorded in the third and fourth quarters of 1999. Charges consisted of the
following: $10.5 million recorded at Tampa Electric based on Florida Public
Service Commission audits of its 1997 and 1998 earnings, which limited its
equity ratio to 58.7 percent; $3.5 million at Tampa Electric to resolve
litigation filed by the U.S. Environmental Protection Agency; $6 million at
TECO Investments to adjust the carrying value of certain leveraged leases;
and $4.3 million at Tampa Electric and $3.3 million net benefit at TECO
Energy for corporate income tax settlements related to prior years' tax
returns. The effect of these charges was to reduce the ratio of earnings to
fixed charges. Had these charges been excluded from the calculation, the
ratio of earnings to fixed charges would have been 3.60x for the year ended
December 31, 1999.
(2) Includes the effect of non-recurring pretax charges totaling $30.5 million
associated with write-offs at TECO Coal and Tampa Electric, as more fully
explained in Note I to the section entitled "Item 8. Financial Statements
and Supplementary Data" of the Company's Annual Report on Form 10-K for the
1998 fiscal year, and $0.6 million pretax of merger-related costs. The
effect of these charges was to reduce the ratio of earnings to fixed
charges. Had these charges been excluded from the calculation, the ratio of
earnings to fixed charges would have been 3.95x for the year ended December
31, 1998.
(3) Includes a $2.6 million pretax charge for all costs associated with the
Peoples Gas System and West Florida Natural Gas Company mergers completed in
June 1997. The effect of this charge was to reduce the ratio of earnings to
fixed charges. Had this charge been excluded from the calculation, the ratio
of earnings to fixed charges would have been 3.79x for the year ended
December 31, 1997.
USE OF PROCEEDS
We estimate that the net proceeds (after deducting underwriting discounts
and commissions and estimated offering expenses) from the offering of the 7.20%
Notes due 2011 will be approximately $205.3 million. Credit Suisse First Boston
Corporation has purchased an outstanding series of our notes from the holder of
those notes. We will use approximately $160.1 million of the net proceeds from
the sale of the notes offered by this prospectus to retire the notes purchased
by Credit Suisse First Boston Corporation, which have a maturity date of
September 15, 2038 and an interest rate of 7.597%. We expect to use the
remaining net proceeds to repay short-term indebtedness of TECO Finance, Inc.,
our finance subsidiary, and for general corporate purposes. Pending such uses,
we will invest the net proceeds in short-term money market instruments. At
August 31, 2001, we had no short-term indebtedness outstanding and TECO Finance
had $273.5 million in short-term indebtedness outstanding with various remaining
terms until maturity of 31 days or less and with fixed interest rates ranging
from 3.58% to 3.67%.
S-7
9
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes that we are
offering supplements the description of the general terms of the debt securities
under the caption "Description of Debt Securities" in the accompanying
prospectus. Capitalized terms not defined in this prospectus supplement are
defined in the indenture, dated as of August 17, 1998, as amended and
supplemented by the fourth supplemental indenture and the fifth supplemental
indenture thereto, between us and The Bank of New York, as trustee.
The following summaries of certain provisions of the indenture do not
purport to be complete, and are subject to, and are qualified in their entirety
by reference to, the provisions of the indenture, which has been filed with the
SEC as an exhibit to the registration statement of which the prospectus forms a
part. The indenture provides for the issuance from time to time of various
series of debt securities, including the notes. Each series may differ as to
terms, including maturity, interest rate, redemption and sinking fund
provisions, covenants, and events of default. For purposes of the following
description, unless otherwise indicated, a business day is any day that is not a
day on which banking institutions in New York, New York are authorized or
obligated by law or executive order to close.
GENERAL
The notes offered hereby form a single series with our 7.20% notes due May
1, 2011 issued on May 1, 2001 in the principal amount of $400,000,000, and are
fungible with those notes. These notes will be our unsubordinated and unsecured
obligations and will rank equally in right of payment with all of our other
unsubordinated and unsecured indebtedness. The notes will not limit other
indebtedness or securities that we or any of our subsidiaries may incur or issue
or contain financial or similar restrictions on us or any of our subsidiaries.
The notes do not have a sinking fund. We may, without the consent of the holders
of the notes, issue additional notes having the same ranking, the same interest
rate, maturity and other terms, and the same CUSIP number, as the notes. Any
additional notes having such similar terms, together with the notes, may
constitute a single series of notes under the indenture.
The notes will be issued in fully registered form, without coupons, in
minimum denominations of $1,000 or integral multiples of $1,000 in excess
thereof. The notes will be initially issued as global securities. See
"-- Book-Entry, Delivery and Form" below for additional information concerning
the notes and the book-entry system. The Depository Trust Company ("DTC") will
be the depositary with respect to the notes. Settlement of the sale of the notes
to the underwriter will be in immediately available funds. The notes will trade
in DTC's Same-Day Funds Settlement System until maturity or earlier redemption,
as the case may be, and secondary market trading activity in the notes will
therefore settle in immediately available funds. We will make all payments of
principal and interest in immediately available funds to DTC in The City of New
York.
PRINCIPAL AND MATURITY
The aggregate principal amount of the notes offered under this prospectus
is $200,000,000. These notes will mature on May 1, 2011.
INTEREST
The notes will bear interest at 7.20% per year (computed based on a 360-day
year consisting of twelve 30-day months) for the period from May 1, 2001 to, but
excluding, May 1, 2011. Interest on the notes will be payable semi-annually on
May 1 and November 1 of each year, commencing November 1, 2001. Interest
payments will be made to the persons in whose names the notes are registered on
the 15th calendar day (whether or not a Business Day) immediately preceding the
related interest payment date.
S-8
10
OPTIONAL REDEMPTION
The notes are redeemable, in whole or in part, at any time, and at our
option, at a redemption price equal to the greater of:
- 100% of the principal amount of notes then outstanding to be redeemed, or
- the sum of the present values of the remaining scheduled payments of
principal and interest on the notes then outstanding to be redeemed (not
including any portion of such payments of interest accrued as of the
redemption date) discounted to the redemption date on a semi-annual basis
(computed based on a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus 25 basis points, as calculated by an
Independent Investment Banker,
plus, in both of the above cases, accrued and unpaid interest thereon to the
redemption date.
We will mail a notice of redemption at least 30 days but no more than 60
days before the redemption date to each holder of notes to be redeemed. If we
elect to partially redeem the notes, the trustee will select in a fair and
appropriate manner the notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions thereof
called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date:
- the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to
the Comparable Treasury Issue (if no maturity is within three months
before or after the Remaining Life, as defined below, yields for the two
published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Adjusted Treasury Rate will be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month), or
- if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
The Adjusted Treasury Rate will be calculated on the third business day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be used, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such notes (the "Remaining Life").
"Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means Chase Securities Inc. and its
successors, or if that firm is unwilling or unable to serve as such, an
independent investment and banking institution of national standing appointed by
us.
S-9
11
"Reference Treasury Dealer" means:
- Chase Securities Inc. and its successors; provided that, if Chase
Securities Inc. ceases to be a primary U.S. Government securities dealer
in New York City (Primary Treasury Dealer), we will substitute another
Primary Treasury Dealer, and
- up to four other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third business day preceding such redemption
date.
BOOK-ENTRY, DELIVERY AND FORM
The notes will be issued in the form of one or more securities in global
form. Each global security will be deposited on the date of the closing of the
sale of the notes with, or on behalf of DTC, and registered in the name of Cede
& Co., as DTC's nominee.
DTC is a limited-purpose trust company created to hold securities for its
participants and to facilitate the clearance and settlement of transactions in
those securities between those participants through electronic book-entry
changes in accounts of the participants. DTC's participants include securities
brokers and dealers, banks, trust companies, clearing corporations and other
organizations. Access to DTC's system is also available to other entities such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly
(referred to as the "indirect participants"). Persons who are not participants
may beneficially own securities held by or on behalf of DTC only through the
participants or the indirect participants. The ownership interest and transfer
of ownership interest of each actual purchaser of each security held by or on
behalf of DTC are recorded on the records of the participants and indirect
participants.
We expect that under procedures established by DTC, (1) upon deposit of the
global securities, DTC will credit the accounts of participants designated by
the underwriter with portions of the principal amount of the global securities
and (2) ownership of such interests in the global securities will be shown on,
and the transfer of ownership thereof will be effected only through, records
maintained by DTC (with respect to the participants) or by the participants and
the indirect participants (with respect to other owners of beneficial interests
in the global securities).
Investors in the global securities may hold their interests directly
through DTC if they are participants in that system, or indirectly through
organizations which are participants in that system. All interests in a global
security may be subject to the procedures and requirements of DTC. The laws of
some states require that some persons take physical delivery in certificated
form of securities that they own. Consequently, the ability to transfer
beneficial interests in a global security to those persons will be limited to
that extent. Because DTC can act only on behalf of participants, which in turn
act on behalf of indirect participants and some banks, the ability of a person
with beneficial interests in a global security to pledge that interest to
persons that do not participate in the DTC system, or to take other actions
regarding that interest, may be affected by the lack of a physical certificate
evidencing those interests.
Except as described below, owners of interests in the global securities
will not have notes registered in their name, will not receive physical delivery
of notes in certificated form and will not be considered the registered owners
or holders of notes for any purpose.
Payments on the global securities registered in the name of DTC or its
nominee will be payable by the trustee to DTC in its capacity as the registered
holder under the indenture. Under the terms of the indenture, the trustee will
treat the persons in whose names the notes, including the global securities, are
registered, as the owners for the purpose of receiving those payments and for
any and all other purposes.
S-10
12
Consequently, neither the trustee nor any agent of the trustee has or will
have any responsibility or liability for:
- any aspect of DTC's records or any participant's or indirect
participant's records relating to, or payments made on account of
beneficial ownership interests in the, global security or for
maintaining, supervising or reviewing any of DTC's records or any
participant's or indirect participant's records relating to the
beneficial ownership interests in the global security or
- any other matter relating to the actions and practices of DTC or any of
its participants or indirect participants.
DTC's current practice, upon receipt of any payment on securities such as
the notes, is to credit the accounts of the relevant participants with the
payment on the payment date, in amounts proportionate to their respective
holdings in principal amounts of beneficial interests in the relevant security
as shown on the records of DTC unless DTC has reason to believe it will not
receive payment on the payment date. Payments by the participants and the
indirect participants to the beneficial owners of the notes will be governed by
standing instructions and customary practices and will be the responsibility of
the participants or the indirect participants and will not be the responsibility
of DTC, the trustee or us. Neither we nor the trustee will be liable for any
delay by DTC or any of its participants in identifying the beneficial owners of
the notes, and we and the trustee may conclusively rely on and will be protected
in relying on instructions from DTC or its nominee for all purposes.
DTC will take any action permitted to be taken by a holder of the notes
only at the direction of one or more participants to whose account with DTC
interests in the global securities are credited and only in respect of such
portion of the notes as to which the participant or participants has or have
given such direction. However, if there is an Event of Default, DTC reserves the
right to exchange the global securities for notes in certificated form and to
distribute the notes to its participants.
A global security is exchangeable for notes in registered certificated form
if:
- DTC notifies us that it is unwilling or unable to continue as clearing
agency for the global securities or has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934 and we fail to
appoint a successor clearing agency,
- we in our sole discretion elect to cause the issuance of definitive
certificated notes, or
- there has occurred and is continuing an event of default under the
indenture.
The information in this section concerning DTC and its book-entry system
has been obtained from sources that we believe to be reliable, but we have not
independently determined the accuracy thereof. We will not have any
responsibility for the performance by DTC or its participants of their
obligations under the rules and procedures governing their operations.
S-11
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated September 21, 2001, we have agreed to sell Credit Suisse First
Boston Corporation the full principal amount of the notes.
The underwriting agreement provides that the underwriter is obligated to
purchase all of the notes if any are purchased.
Pursuant to an agreement dated September 14, 2001, Credit Suisse First
Boston Corporation purchased on September 17, 2001 an outstanding series of our
notes from the holder of those notes for a purchase price of approximately
$160.1 million. On September 17, 2001 we agreed to exchange the notes purchased
by Credit Suisse First Boston Corporation for a portion of the notes being
offered by this prospectus. Accordingly, Credit Suisse First Boston Corporation
will retain approximately $160.1 million of the net proceeds from the sale of
the notes being offered by this prospectus in connection with the exchange of
those notes for the notes it purchased pursuant to the September 14, 2001
agreement.
The underwriter proposes to offer the notes initially at the public
offering price on the cover page of this prospectus supplement and to selling
group members at that price less a selling concession of 0.40% of the principal
amount per note. The underwriter and selling group members may allow a discount
of 0.25% of the principal amount per note on sales to other broker/dealers.
After the initial public offering the underwriter may change the public offering
price and concession and discount to broker/dealers.
We estimate that our out of pocket expenses for this offering will be
approximately $400,000.
The notes are a new issue of an existing series of our securities with no
established trading market. Though we do not intend to apply for listing of the
notes on a national securities exchange, the underwriter intends to make a
secondary market for the notes. However, it is not obligated to do so and may
discontinue making a secondary market for the notes at any time without notice.
No assurance can be given as to how liquid the trading market, if any, for the
notes will be.
The offering is being made in compliance with the requirements of Rule
2710(c)(8) of the Conduct Rules of the National Association of Securities
Dealers, Inc.
We have agreed to indemnify the underwriter against liabilities under the
Securities Act of 1933, or contribute to payments which the underwriter may be
required to make in that respect.
In the ordinary course of business, the underwriter and its affiliates have
provided, and continue to provide, financial, advisory, investment banking and
general financing and banking services for us and our affiliates for customary
fees.
In connection with the offering, the underwriter may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934.
- Stabilizing transactions permit bids to purchase the notes so long as the
stabilizing bids do not exceed a specified maximum.
- Over-allotment transactions involve sales by the underwriter of notes in
excess of the principal amount of the notes the underwriter is obligated
to purchase, which creates a syndicate short position.
- Syndicate covering transactions involve purchases of the notes in the
open market after the distribution has been completed in order to cover
syndicate short positions. A short position is more likely to be created
if the underwriter is concerned that there may be downward pressure on
the price of the notes in the open market after pricing that could
adversely affect investors who purchase in the offering.
- Penalty bids permit the underwriter to reclaim a selling concession from
a syndicate member when the notes originally sold by such syndicate
member are purchased in a stabilizing transaction or a syndicate covering
transaction to cover syndicate short positions.
S-12
14
These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of the notes or
preventing or retarding a decline in the market price of the notes. As a result,
the price of the notes may be higher than the price that might otherwise exist
in the open market. These transactions, if commenced, may be discontinued at any
time.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the notes in Canada is being made only on a private
placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of the notes are made. Any resale of the notes in Canada must be made
under applicable securities laws, which will vary depending on the relevant
jurisdiction, and which may require resales to be made under available statutory
exemptions or under a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the notes.
REPRESENTATIONS OF PURCHASERS
By purchasing the notes in Canada and accepting a purchase confirmation a
purchaser is representing to us and the dealer from whom the purchase
confirmation is received that:
- the purchaser is entitled under applicable provincial securities laws to
purchase the notes without the benefit of a prospectus qualified under
those securities laws,
- where required by law, that the purchaser is purchasing as principal and
not as agent, and
- the purchaser has reviewed the text above under Resale Restrictions.
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgement obtained in Canadian courts against such issuer or
persons outside of Canada.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of notes should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the notes in
their particular circumstances and about the eligibility of the notes for
investment by the purchaser under relevant Canadian legislation.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of
the notes offered hereby. Ropes & Gray, Boston, Massachusetts will pass upon
certain matters for the underwriter.
S-13
15
PROSPECTUS
TECO ENERGY, INC.
Debt Securities, Preferred Stock, Common Stock,
Stock Purchase Contracts, Stock Purchase Units and Warrants
------------------
We plan to offer to the public from time to time:
- debt securities consisting of debentures, notes or other evidences of
indebtedness,
- preferred stock,
- common stock,
- stock purchase contracts,
- stock purchase units, and
- warrants or other rights to purchase common stock, preferred stock or
debt securities.
Our common stock trades on the New York Stock Exchange under the symbol
"TE".
This prospectus provides you with a general description of the securities
we may offer. We may offer the securities as separate series, in amounts, prices
and on terms determined at the time of the sale. When we offer securities, we
will provide a prospectus supplement or a term sheet describing the terms of the
specific issue, including the offering price of the securities. You should read
both this prospectus and any prospectus supplement or term sheet, together with
the additional information described under the heading "WHERE YOU CAN FIND MORE
INFORMATION" beginning on page 14 of this prospectus, before you make your
investment decision.
We will sell the securities to underwriters or dealers, through agents, or
directly to investors.
------------------
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
------------------
The date of this prospectus is June 8, 2001.
TECO Energy, Inc. - 702 North Franklin Street - Tampa, Florida 33602 - (813)
228-4111
16
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
RISK FACTORS........................... 1
FORWARD-LOOKING STATEMENTS............. 1
TECO ENERGY............................ 2
RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS............ 2
DESCRIPTION OF DEBT SECURITIES......... 2
DESCRIPTION OF PREFERRED STOCK......... 7
DESCRIPTION OF COMMON STOCK............ 9
ANTI-TAKEOVER EFFECTS OF OUR ARTICLES
OF INCORPORATION AND BYLAWS, FLORIDA
LAW AND OUR RIGHTS PLAN.............. 10
</Table>
<Table>
<Caption>
PAGE
----
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS............. 11
DESCRIPTION OF WARRANTS AND OTHER
PURCHASE RIGHTS...................... 11
USE OF PROCEEDS........................ 13
PLAN OF DISTRIBUTION................... 13
LEGAL MATTERS.......................... 14
EXPERTS................................ 14
WHERE YOU CAN FIND MORE INFORMATION.... 14
</Table>
i
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RISK FACTORS
For any securities offered and sold under this prospectus, we will include
risk factors, if appropriate, in the applicable prospectus supplement or term
sheet relating to those securities.
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement or term sheet, and the documents
we have incorporated by reference may contain forward-looking statements. Such
statements relate to future events or our future financial performance. We use
words such as "anticipate," "believe," "expect," "intend," "may," "project,"
"will" or other similar words to identify forward-looking statements.
Without limiting the foregoing, any statements relating to our
- anticipated capital expenditures;
- future cash flows and borrowings;
- potential future merger opportunities; and
- sources of funding
are forward-looking statements. These forward-looking statements are based on
numerous assumptions that we believe are reasonable, but they are open to a wide
range of uncertainties and business risks and actual results may differ
materially from those discussed in these statements.
Among the factors that could cause actual results to differ materially are:
- our ability to find and successfully implement attractive investments in
unregulated businesses;
- interest rates and other factors that could impact our ability to obtain
access to sufficient capital on satisfactory terms;
- variations in weather conditions affecting energy sales and operating
costs;
- potential competitive changes in the electric and gas industries,
particularly in the area of retail competition;
- commodity price changes, including energy price changes affecting our
merchant plants;
- changes in environmental regulation that may impose additional costs or
curtail some of our activities;
- our ability to successfully develop, construct, finance and operate our
independent power projects on schedule and within budget;
- our ability to successfully complete our other projects on schedule and
within budget;
- federal and state regulatory initiatives that increase competition or
costs, threaten investment recovery, or impact rate structure;
- the degree to which we are able to successfully develop and operate our
diversified businesses;
- our ability to operate our synthetic fuel production facilities in a
manner qualifying for Section 29 federal income tax credits;
- available sources and costs of commodities; and
- inflationary trends, interest rates and other general economic
conditions, particularly those affecting energy sales in our service
area.
When considering forward-looking statements, you should keep in mind the
cautionary statements in this prospectus, any prospectus supplement or term
sheet and the documents incorporated by reference, including the information
included in our Annual Report on Form 10-K under the caption "Investment
Considerations."
18
TECO ENERGY
We are an electric and gas utility holding company with important
unregulated activities. We are in the process of transforming from a
predominantly regulated energy company to one that is predominantly operating in
deregulated competitive markets. Our unregulated businesses include independent
power generation and distribution, marine transportation, coal mining, coalbed
methane gas production, the marketing of natural gas, energy services and
engineering and, indirectly, the sale of propane gas. You can find a more
complete description of our business and recent activities in the documents
listed under "WHERE YOU CAN FIND MORE INFORMATION." The address of our principal
executive office is 702 North Franklin Street, Tampa, Florida 33602, and the
telephone number is (813) 228-4111.
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratios of earnings to fixed
charges and preferred stock dividends for the periods shown. If any series of
debt or preferred stock securities should be used to repay our outstanding debt
or retire other securities, we will present a pro forma ratio in the applicable
prospectus supplement or term sheet if the change in a ratio would be ten
percent or greater.
<Table>
<Caption>
THREE MONTHS TWELVE MONTHS YEAR ENDED DECEMBER 31,
ENDED ENDED ----------------------------------------------------
MARCH 31, 2001 MARCH 31, 2001 2000 1999 1998 1997 1996
-------------- -------------- -------- -------- -------- -------- --------
Ratio of Earnings to Fixed Charges....... 2.49x 2.45x 2.55x 3.25x(1) 3.67x(2) 3.77x(3) 3.72x
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends.............. 2.49x 2.45x 2.55x 3.25x(1) 3.67x(2) 3.77x(3) 3.72x
</Table>
---------------
For the purposes of calculating these ratios, earnings consist of income from
continuing operations before income taxes and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt premium, the interest
component of rentals and preferred stock dividend requirements.
(1) Includes the effect of non-recurring pretax charges totaling $21.0 million
recorded in the third and fourth quarters of 1999. Charges consisted of the
following: $10.5 million recorded at Tampa Electric on Florida Public
Service Commission audits of its 1997 and 1998 earnings which limited its
equity ratio to 58.7 percent; $3.5 million at Tampa Electric to resolve
litigation filed by the U.S. Environmental Protection Agency; $6 million at
TECO Investments to adjust the carrying value of certain leveraged leases;
and $4.3 million at Tampa Electric and a $3.3 million net benefit at TECO
Energy for corporate income tax settlements related to prior years' tax
returns. The effect of these charges was to reduce the ratio of earnings to
fixed charges. Had these charges been excluded from the calculation, the
ratio of earnings to fixed charges would have been 3.60x for the year ended
December 31, 1999.
(2) Includes the effect of non-recurring pretax charges totaling $30.5 million
associated with write-offs at TECO Coal and Tampa Electric, and $0.6 million
pretax of merger-related costs. The effect of these charges was to reduce
the ratio of earnings to fixed charges. Had these charges been excluded from
the calculation, the ratio of earnings to fixed charges would have been
3.95x for the year ended December 31, 1998.
(3) Includes a $2.6-million pretax charge for all costs associated with the
Peoples Gas Systems and West Florida Natural Gas Company mergers completed
in June 1997. The effect of this charge was to reduce the ratio of earnings
to fixed charges. Had this charge been excluded from the calculation, the
ratio of earnings to fixed charges would have been 3.79x for the year ended
December 31, 1997.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be unsecured and, unless indicated otherwise in
the applicable prospectus supplement or term sheet, will rank on parity with all
our other unsecured and unsubordinated indebtedness. We will issue debt
securities in one or more series under an indenture dated as of August 17, 1998
between us and The Bank of New York, as trustee. We filed the indenture as an
exhibit to the registration statement on Form S-3 dated November 28, 2000. The
following description of the terms of the debt securities summarizes only the
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material terms of the debt securities. The description is not complete, and we
refer you to the indenture, which we incorporate by reference.
GENERAL
The indenture does not limit the aggregate principal amount of the debt
securities or of any particular series of debt securities that we may issue
under it. We are not required to issue debt securities of any series at the same
time nor must the debt securities within any series bear interest at the same
rate or mature on the same date.
Each time that we issue a new series of debt securities, the prospectus
supplement or term sheet relating to that new series will describe the
particular amount, price and other terms of those debt securities. These terms
may include:
- the title of the debt securities;
- any limit on the total principal amount of the debt securities;
- the date or dates on which the principal of the debt securities will be
payable or the method by which such date or dates will be determined;
- the rate or rates at which the debt securities will bear interest, if
any, or the method by which such rate or rates will be determined, and
the date or dates from which any such interest will accrue;
- the date or dates on which any such interest will be payable and the
record dates, if any, for any such interest payments;
- if applicable, whether we may extend the interest payment periods and, if
so, the permitted duration of any such extensions;
- the place or places where the principal of and interest on the debt
securities will be payable;
- any obligation we may have to redeem or purchase the debt securities
pursuant to any sinking fund, purchase fund or analogous provision or at
the option of the holder and the terms and conditions on which the debt
securities may be redeemed or purchased pursuant to an obligation;
- the denominations in which we will issue the debt securities, if other
than denominations of $1,000;
- the terms and conditions, if any, on which we may redeem the debt
securities;
- the currency, currencies or currency units in which we will pay the
principal of and any premium and interest on the debt securities, if
other than U.S. dollars, and the manner of determining the equivalent in
U.S. dollars;
- whether we will issue any debt securities in whole or in part in the form
of one or more global securities and, if so, the identity of the
depositary for the global security and any provisions regarding the
transfer, exchange or legending of any such global security if different
from those described below under the caption "Global Securities";
- any addition to, change in or deletion from the events of default or
covenants described in this prospectus with respect to the debt
securities and any change in the right of the trustee or the holders to
declare the principal amount of the debt securities due and payable;
- any index or formula used to determine the amount of principal of or any
premium or interest on the debt securities and the manner of determining
any such amounts;
- any terms relating to the conversion of the debt security into our common
stock, preferred stock or other security issuable by us;
- any subordination of the debt securities to any of our other
indebtedness; and
- other material terms of the debt securities.
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Unless the prospectus supplement or term sheet relating to the issuance of
a series of debt securities indicates otherwise, the debt securities will have
the following characteristics:
We will issue debt securities only in fully registered form, without
coupons, in denominations of $1,000 or multiples of $1,000. We will not charge a
service fee for the registration, transfer or exchange of debt securities, but
we may require a payment sufficient to cover any tax or other governmental
charge payable in connection with registration, transfer or exchange.
The principal of, and any premium and interest on, any debt securities will
be payable at the corporate trust office of The Bank of New York in New York,
New York. Debt securities will be exchangeable and transfers thereof will be
registrable at this corporate trust office. Payment of any interest due on any
debt security will be made to the person in whose name the debt security is
registered at the close of business on the regular record date for interest.
We will have the right to redeem the debt securities only upon written
notice mailed between 30 and 60 days prior to the redemption date.
If we plan to redeem the debt securities, before the redemption occurs, we
are not required to:
- issue, register the transfer of, or exchange any debt security of that
series during the period beginning 15 days before we mail the notice of
redemption and ending on the day we mail the notice; or
- after we mail the notice of redemption, register the transfer of or
exchange any debt security selected for redemption, except, if we are
only redeeming a part of a debt security, we are required to register the
transfer of or exchange the unredeemed portion of the debt security if
the holder so requests.
We may offer and sell debt securities at a substantial discount below their
principal amount. We will describe any applicable special federal income tax and
other considerations, if any, in the relevant prospectus supplement or term
sheet. We may also describe certain special federal income tax or other
considerations, if any, applicable to any debt securities that are denominated
in a currency or currency unit other than U.S. dollars in the relevant
prospectus supplement or term sheet.
The debt securities do not provide special protection in the event we are
involved in a highly leveraged transaction.
The debt securities are obligations exclusively of TECO Energy, Inc.,
which, as a holding company, has no material assets other than its ownership of
the common stock of its subsidiaries, including Tampa Electric Company. We will
rely entirely upon distributions from our subsidiaries to meet the payment
obligations under the debt securities. Our subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay
amounts due under the debt securities or otherwise to make any funds available
to us including the payment of dividends or other distributions or the extension
of loans or advances. Furthermore, the ability of our subsidiaries to make any
payments to us would be dependent upon the terms of any credit facilities of the
subsidiaries and upon the subsidiaries' earnings, which are subject to various
business risks. In a bankruptcy or insolvency proceeding, claims of holders of
the debt securities would be satisfied solely from our equity interests in our
subsidiaries remaining after the satisfaction of claims of creditors of the
subsidiaries. Accordingly, the debt securities are effectively subordinated to
existing and future liabilities of our subsidiaries to their respective
creditors.
GLOBAL SECURITIES
If we decide to issue debt securities in the form of one or more global
securities, then we will register the global securities in the name of the
depositary for the global securities or the nominee of the depositary and the
global securities will be delivered by the trustee to the depositary for credit
to the accounts of the holders of beneficial interests in the debt securities.
The prospectus supplement or term sheet will describe the specific terms of
the depositary arrangement for debt securities of a series that are issued in
global form. None of our company, the trustee, any payment agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to or payments
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made on account of beneficial ownership interests in a global debt security or
for maintaining, supervising or reviewing any records relating to these
beneficial ownership interests.
CONSOLIDATION, MERGER, ETC.
We will not consolidate or merge with or into any other corporation or
other organization, or sell, convey or transfer all or substantially all of our
assets to any individual or organization, unless:
- the successor is an individual or organization organized under the laws
of the United States or any state thereof or the District of Columbia or,
upon the effectiveness of the currently proposed amendment to the
indenture, under the laws of a foreign jurisdiction and such successor
consents to the jurisdiction of the courts of the United States or any
state thereof;
- the successor or transferee expressly assumes our obligations under the
indenture; and
- the consolidation, merger, sale or transfer does not cause the occurrence
of a default under the indenture.
Upon the assumption by the successor of our obligations under the indenture
and the debt securities issued thereunder, and the satisfaction of any other
conditions required by the indenture, the successor will succeed to and be
substituted for us under the indenture.
MODIFICATION OF THE INDENTURE
The indenture provides that we or the trustee may modify or amend its terms
with the consent of (i) the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of each affected series and
(ii) 66 2/3% in aggregate principal amount of the outstanding debt securities of
all affected series. However, without the consent of each holder of all of the
outstanding debt securities affected by that modification, we may not:
- change the date stated on the debt security on which any payment of
principal or interest is stated to be due;
- reduce the principal amount or any premium or interest on, any debt
security, including in the case of a discounted debt security, the amount
payable upon acceleration of the maturity thereof;
- change the place of payment or currency of payment of principal of, or
premium, if any, or interest on, any debt security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security after the stated maturity (or, in
the case of redemption, on or after the redemption date); or
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of the holders of which is required for
modification or amendment of the indenture, for waiver of compliance with
some provisions of the indenture or for waiver of some defaults.
Under limited circumstances and only upon the fulfillment of conditions, we
and the trustee may make modifications and amendments of the indenture without
the consent of any holders of the debt securities.
The holders of not less than a majority in aggregate principal amount of
the outstanding debt securities of any series may waive any past default under
the indenture with respect to that series except:
- a default in the payment of principal of, or any premium or interest on,
any debt security of that series;
- in respect of a covenant or provision under the indenture which cannot be
modified or amended without the consent of the holder of each outstanding
debt security of the affected series.
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EVENTS OF DEFAULT
An event of default with respect to debt securities of any series issued
under the indenture is any one of the following events (unless inapplicable to
the particular series, specifically modified or deleted as a term of such series
or otherwise modified or deleted in an indenture supplemental to the indenture):
- we fail to pay any interest on any debt security of that series when due,
and such failure has continued for 30 days;
- we fail to pay principal of or premium, if any, on any debt security of
that series when due;
- we fail to deposit any sinking fund payment in respect of any debt
security of that series when due, and such failure has continued for 30
days;
- we fail to perform any other covenant in the indenture (other than a
covenant included in the indenture solely for the benefit of a series of
debt securities other than that series), and such failure has continued
for 90 days after we receive written notice as provided in the indenture;
- events of bankruptcy, insolvency or reorganization; and
- any other event defined as an event of default with respect to debt
securities of a particular series.
If an event of default with respect to any series of debt securities occurs
and is continuing, the trustee or the holders of not less than 25% in principal
amount of the outstanding debt securities of that series may declare the
principal amount (or, if any debt securities of that series are discounted debt
securities, a portion of the principal amount that the terms of the series may
specify) of all debt securities of that series to be immediately due and
payable. Under some circumstances, the holders of a majority in principal amount
of the outstanding debt securities of that series may rescind and annul that
declaration and its consequences. The prospectus supplement or term sheet
relating to any series of debt securities which are discounted debt securities
will specify the particular provisions relating to acceleration of a portion of
the principal amount of the discounted debt securities upon the occurrence of an
event of default and the continuation of the event of default.
Subject to the provisions of the indenture relating to the duties of the
trustee in case an event of default occurs and is continuing, the trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request or direction of any of the holders unless the holders have offered to
the trustee reasonable security or indemnity. Subject to such provisions for
security and indemnification of the trustee and other rights of the trustee, the
holders of a majority in principal amount of the outstanding debt securities of
any series have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the debt securities of that
series.
The holder of any debt security will have an absolute and unconditional
right to receive payment of the principal of and any premium and, subject to
limitations specified in the indenture, interest on such debt security on its
stated maturity date (or, in the case of redemption, on the redemption date) and
to institute suit for the enforcement of any of these payments.
We must furnish to the trustee an annual statement that to the best of our
knowledge we are not in default in the performance and observance of any terms,
provisions or conditions of the indenture or, if there has been such a default,
specifying each default and its status.
SATISFACTION AND DISCHARGE OF THE INDENTURE
We will have satisfied and discharged the indenture and it will cease to be
in effect (except as to our obligations to compensate, reimburse and indemnify
the trustee pursuant to the indenture and some other obligations) when we
deposit or cause to be deposited with the trustee, in trust, an amount
sufficient to pay and discharge the entire indebtedness on the debt securities
not previously delivered to the trustee for cancellation, for the principal (and
premium, if any) and interest to the date of the deposit (or to the stated
maturity date or earlier redemption date for debt securities that have been
called for redemption).
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DEFEASANCE OF DEBT SECURITIES
Unless otherwise provided in the prospectus supplement or term sheet for a
series of debt securities, we may cause ourself (subject to the terms of the
indenture) to be discharged from any and all obligations with respect to any
debt securities or series of debt securities (except for certain obligations to
register the transfer or exchange of such debt securities, to replace such debt
securities if stolen, lost or mutilated, to maintain paying agencies and to hold
money for payment in trust) on and after the date the conditions set forth in
the indenture are satisfied. Such conditions include the deposit with the
trustee, in trust for such purpose, of money and/or U.S. government obligations,
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide money in an amount sufficient to pay
the principal of and any premium and interest on such debt securities on the
stated maturity date of such payments or upon redemption, as the case may be, in
accordance with the terms of the indenture and such debt securities.
Under current Federal income tax law, the defeasance of the debt securities
would be treated as a taxable exchange of the relevant debt securities in which
holders of debt securities would recognize gain or loss. In addition,
thereafter, the amount, timing and character of amounts that holders would be
required to include in income might be different from that which would be
includable in the absence of such defeasance. Prospective investors are urged to
consult their own tax advisors as to the specific consequences of a defeasance,
including the applicability and effect of tax laws other than the Federal income
tax law.
THE TRUSTEE
The trustee is The Bank of New York, which maintains banking relationships
with us in the ordinary course of business and serves as trustee under other
indentures with us and some of our affiliates.
GOVERNING LAW
The indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
DESCRIPTION OF PREFERRED STOCK
We currently have authorized 10,000,000 shares of undesignated preferred
stock, $1.00 par value per share, none of which were issued and outstanding as
of the date of this prospectus. Under Florida law and our charter, our board is
authorized to issue shares of preferred stock from time to time in one or more
series without shareholder approval.
Subject to limitations prescribed by Florida law and our charter and
by-laws, our board can determine the number of shares constituting each series
of preferred stock and the designation, preferences, voting powers,
qualifications, and special or relative rights or privileges of that series.
These may include provisions as may be desired concerning voting, redemption,
dividends, dissolution, or the distribution of assets, conversion or exchange,
and other subjects or matters as may be fixed by resolution of the board or an
authorized committee of the board.
Our board is authorized to determine the voting rights of any series of
preferred stock, subject to the following restrictions in our charter:
- holders of shares of our preferred stock are not entitled to more than
the lesser of (i) one vote per $100 of liquidation value and (ii) one
vote per share, when voting as a class with the holders of shares of our
common stock; and
- holders of shares of our preferred stock are not entitled to vote on any
matter separately as a class, other than (i) as required by Florida law,
or (ii) as specified in the terms of the preferred stock, if the matter
to be voted upon would affect the powers, preferences or special rights
of the series or with respect to the election of directors in the event
of our failure to pay dividends on the series.
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If we offer a specific series of preferred stock under this prospectus, we
will describe the terms of the preferred stock in the prospectus supplement for
such offering and will file a copy of the charter amendment establishing the
terms of the preferred stock with the SEC. This description will include:
- the title and stated value;
- the number of shares offered, the liquidation preference per share and
the purchase price;
- the dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for dividends;
- whether dividends will be cumulative, partially cumulative or
non-cumulative and, if cumulative or partially cumulative, the date from
which the dividends will accumulate;
- the procedures for any auction or remarketing, if any;
- the provisions for a sinking fund, if any;
- the provisions for redemption, if applicable;
- any listing of the preferred stock on any securities exchange or market;
- whether the preferred stock will be convertible into any series of our
common stock, and, if applicable, the conversion price (or how it will be
calculated) and exchange period;
- voting rights, if any, of the preferred stock;
- whether interests in the preferred stock will be represented by
depositary shares;
- a discussion of any material and/or special U.S. federal income tax
considerations applicable to the preferred stock;
- the relative ranking and preferences of the preferred stock as to
dividend rights and rights upon liquidation, dissolution or winding up of
our affairs;
- any limitations on issuance of any class or series of preferred stock
ranking senior to or on parity with the series of preferred stock as to
dividend rights and rights upon our liquidation, dissolution or winding
up;
- any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
The preferred stock offered by this prospectus will, when issued, be fully
paid and nonassessable and will not have, or be subject to, any preemptive or
similar rights.
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will, with respect to dividend rights and rights upon our
liquidation, dissolution or winding up, rank as follows:
- senior to all classes or series of our common stock, and to all equity
securities issued by us, the terms of which specifically provide that
they rank junior to the preferred stock with respect to those rights;
- on a parity with all equity securities we issue that do not rank senior
or junior to the preferred stock with respect to those rights; and
- junior to all equity securities we issue, the terms of which do not
specifically provide that they rank on a parity with or junior to the
preferred stock with respect to these rights.
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
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DESCRIPTION OF COMMON STOCK
Our authorized common stock consists of 400,000,000 shares, $1.00 par value
per share. At April 30, 2001, there were 135,689,427 shares of common stock
issued and outstanding. The approximate number of shareholders of record of our
common stock as of April 30, 2001 was 23,706.
Each share of our common stock is entitled to one vote on all matters
requiring a vote of shareholders and, subject to the rights of the holders of
any outstanding shares of preferred stock, are entitled to receive any
dividends, in cash, securities or property, as our board may declare.
In the event of our liquidation, dissolution or winding up, either
voluntary or involuntary, subject to the rights of the holders of any
outstanding shares of preferred stock, holders of common stock are entitled to
share pro-rata in all of our remaining assets available for distribution.
The common stock issued by this prospectus will, when issued, be fully paid
and nonassessable and will not have, or be subject to, any preemptive or similar
rights.
EquiServe, L.P. is the transfer agent and registrar for our common stock.
Its phone number is 800-650-9222.
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ANTI-TAKEOVER EFFECTS OF OUR ARTICLES OF INCORPORATION AND
BYLAWS, FLORIDA LAW AND OUR RIGHTS PLAN
REQUIRED VOTE FOR AUTHORIZATION OF CERTAIN ACTIONS
Our Articles require the vote of the holders of at least 80% of the
combined voting power of the then outstanding shares of stock of all classes and
series entitled to vote generally in the election of directors for approval of
certain business combinations, including certain mergers, asset sales, security
issuances, recapitalizations and liquidations, involving us or our subsidiaries
and certain acquiring persons (namely a person, entity or specified group which
beneficially owns more than 10% of the voting power of the then outstanding
shares of our capital stock entitled to vote generally in an election of
directors), unless such business combination has been approved by a majority of
disinterested directors, or the fair market value and other procedural
requirements of our Articles are met.
ELECTION AND REMOVAL OF DIRECTORS
Our board of directors is divided into three classes. The directors in each
class serve for a three year term, one class being elected each year by our
stockholders. A vote of a majority of the board or 80% of the combined voting
power of the then outstanding shares of stock, voting together as a single
class, is required to remove a director, with or without cause. This system of
electing and removing directors may discourage a third party from making a
tender offer or otherwise attempting to obtain control of us because it
generally makes it more difficult for stockholders to replace a majority of the
directors. Under the terms of our bylaws and Articles, these provisions cannot
be changed without a supermajority vote of our stockholders.
UNDER FLORIDA LAW
Florida has enacted legislation that may deter or frustrate takeovers of
Florida corporations. The "Control Share Acquisitions" section of the Florida
Business Corporation Act, or FBCA, generally provides that shares acquired in
excess of certain specified thresholds, beginning at 20% of a corporation's
outstanding voting shares, will not possess any voting rights unless such voting
rights are approved by a majority vote of the corporation's disinterested
shareholders. We have provided in our bylaws that the Control Share Acquisition
Act shall not apply to us.
The "Affiliated Transactions" section of FBCA generally requires majority
approval by disinterested directors or supermajority approval of disinterested
shareholders of certain specified transactions (such as a merger, consolidation,
sale of assets, issuance of transfer of shares or reclassifications of
securities) between a corporation and a holder of more than 10% of the
outstanding shares of the corporation, or any affiliate of such shareholder.
RIGHTS PLAN
We have a shareholder rights plan. Under the plan, each outstanding share
of our common stock carries with it a right, currently unexercisable, that if
triggered permits the holder to purchase large amounts of our or any successor
entity's securities at a discount and/or trade those purchase rights separately
from the common stock. The rights are triggered when a person acquires, or makes
a tender or exchange offer to acquire, 10% of our common stock. The plan,
however, prohibits the 10%-acquiror, or its affiliates, from exercising our
shares' purchase rights. As a result the acquiror's interest in TECO Energy is
substantially diluted. The rights expire in May 2009, subject to extension. We
may also redeem the rights at a nominal price per right until 10 business days
after a triggering event.
These and other provisions of our Articles, bylaws and rights plan could
discourage potential acquisition proposals and could delay or prevent a change
in control.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock or preferred stock at a future date or dates (which we
refer to as stock purchase contracts). The price per share of common stock or
preferred stock and the number of shares of common stock or preferred stock may
be fixed at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the stock purchase
contracts. The stock purchase contracts may be issued separately or as part of
units consisting of a stock purchase contract and debt securities, preferred
stock, trust preferred securities or debt obligations of third parties,
including U.S. Treasury securities, securing the holders' obligations to
purchase the common stock or preferred stock under the stock purchase contracts
(which we refer to as stock purchase units). The stock purchase contracts may
require us to make periodic payments to the holders of the stock purchase units
or vice versa, and such payments may be unsecured or prefunded on some basis.
The stock purchase contracts may require holders to secure their obligations
thereunder in a specified manner and in certain circumstances we may deliver
newly issued prepaid stock purchase contracts, often known as prepaid
securities, upon release to a holder of any collateral securing such holder's
obligation under the original stock purchase contract.
The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units and, if applicable, prepaid
securities. The description in the prospectus supplement will not necessarily be
complete, and reference will be made to the stock purchase contracts, and, if
applicable, collateral or depositary arrangements, relating to the stock
purchase contracts or stock purchase units and, if applicable, the prepaid
securities and the document pursuant to which the prepaid securities will be
issued. Material United States federal income tax considerations applicable to
the stock purchase units and the stock purchase contracts will also be discussed
in the applicable prospectus supplement.
DESCRIPTION OF WARRANTS AND OTHER PURCHASE RIGHTS
GENERAL
We may issue warrants and/or other rights to purchase debt securities
(which we refer to as debt warrants), preferred stock (which we refer to as
preferred stock warrants) or common stock (which we refer to as common stock
warrants). We may issue any of these warrants or purchase rights (which we refer
to generally as warrants) independently or together with other securities
offered by this prospectus and attached to or separate from the other
securities. If we issue warrants, we will issue them under warrant agreements
between us and a bank or trust company, as agent, all of which will be described
in the prospectus supplement relating to the warrants we are offering.
DEBT WARRANTS
We will describe the terms of debt warrants offered in the applicable
prospectus supplement, the warrant agreement relating to the debt warrants and
the debt warrant certificates representing the debt warrants, including the
following:
- the title;
- the aggregate number offered;
- their issue price or prices;
- the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise, and the procedures and conditions
relating to exercise;
- the designation and terms of any related debt securities and the number
of debt warrants issued with each security;
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- if applicable, the date, if any, on and after which the debt warrants and
the related debt securities will be separately transferable;
- the principal amount of debt securities purchasable upon exercise, and
the price at which that principal amount of debt securities may be
purchased upon exercise;
- the commencement and expiration dates of the right to exercise;
- the maximum or minimum number which may be exercised at any time;
- if applicable, a discussion of the material United States income tax
considerations applicable to exercise;
- and any other terms, including terms, procedures and limitations relating
to exercise.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations, and debt warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in
the applicable prospectus supplement. Before exercising their debt warrants,
holders will not have any of the rights of holders of the securities purchasable
upon exercise and will not be entitled to payments of principal of, premium, if
any, or interest, if any, on the securities purchasable upon exercise.
OTHER WARRANTS
The applicable prospectus supplement will describe the following terms of
preferred stock warrants or common stock warrants offered under this prospectus:
- the title;
- the securities issuable upon exercise;
- the issue price or prices;
- the number of warrants issued with each share of preferred stock or
common stock;
- any provisions for adjustment of (i) the number or amount of shares of
preferred stock or common stock issuable upon exercise of the warrants or
(ii) the exercise price;
- if applicable, the date on and after which the warrants and the related
preferred stock or common stock will be separately transferable;
- if applicable, a discussion of the material United States federal income
tax considerations applicable to the exercise of the warrants;
- the commencement and expiration dates of the right to exercise;
- the maximum and minimum number that may be exercised at any time; and
- any other terms, including terms, procedures, and limitations relating to
exchange or exercise.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase for cash the principal
amount of debt securities or shares of preferred stock or common stock at the
applicable exercise price set forth in, or determined as described in, the
applicable prospectus supplement. Warrants may be exercised at any time up to
the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void.
Warrants may be exercised by delivering to the corporate trust office of
the warrant agent or any other officer indicated in the applicable prospectus
supplement (a) the warrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
exercise, we will forward the debt securities or shares of preferred stock or
common stock purchasable upon exercise. If less than all of the warrants
represented by a warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.
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USE OF PROCEEDS
We intend to add the net proceeds from the sale of the securities to our
general funds to be used for general corporate purposes, which may include
investment in subsidiaries, working capital, capital expenditures, repayment of
debt and other business opportunities.
PLAN OF DISTRIBUTION
We may sell the securities through one or more of the following ways:
- directly to purchasers;
- to or through one or more underwriters or dealers; or
- through agents.
A prospectus supplement or term sheet with respect to a particular series
of securities will set forth the terms of the offering of those securities,
including the following:
- name or names of any underwriters, dealers or agents;
- the purchase price of such securities and our proceeds from the sale;
- underwriting discounts and commissions; and
- any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account and they may resell them from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Underwriting
syndicates represented by one or more managing underwriters or one or more
independent firms acting as underwriters may offer the securities to the public.
In connection with the sale of securities, we may compensate the underwriters in
the form of underwriting discounts or commissions. The purchasers of the
securities for whom the underwriters may act as agent may also pay them
commissions. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Unless otherwise set forth in the applicable
prospectus supplement or term sheet, the obligations of any underwriters to
purchase the securities will be subject to conditions precedent, and the
underwriters will be obligated to purchase all such securities if any are
purchased.
If we use dealers in the sale of the securities, we will sell the
securities to the dealers as principals. The dealers may then resell the
securities to the public at varying prices to be determined by the dealer at the
time of resale. The applicable prospectus supplement or term sheet will name any
dealer, who may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, involved in the offer or sale of securities, and set
forth any commissions or discounts we grant to the dealer.
If we use agents in the sales of the securities, the agents may solicit
offers to purchase the securities from time to time. Any such agent, who may be
deemed to be an underwriter, as that term is defined in the Securities Act,
involved in the offer or sale of the securities will be named, and any
commissions payable by us to such agent set forth, in the applicable prospectus
supplement or term sheet. Any agent will be acting on a reasonable effort basis
for the period of its appointment or, if indicated in the applicable prospectus
supplement or term sheet, on a firm commitment basis.
We may also sell securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to resales. The terms of those sales would be described in the
prospectus supplement or term sheet.
If the prospectus supplement or term sheet so indicates, we will authorize
agents, underwriters or dealers to solicit offers from institutions to purchase
securities from us at the public offering price set forth in the prospectus
supplement or term sheet pursuant to stock purchase or delayed delivery
contracts providing for payment and
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delivery on a specified date in the future. The contracts will be subject only
to those conditions set forth in the prospectus supplement or term sheet, and
the prospectus supplement or term sheet will set forth the commission payable
for solicitation of the contracts.
Agents, dealers and underwriters may be entitled under agreements with us
to indemnification against some civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may engage in transactions with, or perform services for, us or our
subsidiaries for customary compensation.
If indicated in the applicable prospectus supplement or term sheet, one or
more firms may offer and sell securities in connection with a remarketing upon
their purchase, in accordance with their terms, acting as principals for their
own accounts or as our agents. Any remarketing firm will be identified and the
terms of its agreement, if any, with us will be described in the applicable
prospectus supplement or term sheet. We may be obligated to indemnify the
remarketing firm against some liabilities, including liabilities under the
Securities Act, and the remarketing firm may engage in transactions with or
perform services for us or our subsidiaries for customary compensation.
Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Regulation M of
the Securities Exchange Act of 1934. Over-allotment involves sales in excess of
the offering size, which creates a short position. Stabilizing transactions
involve bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Syndicate short covering transactions involve
purchases of securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the securities
originally sold by the dealers are purchased in covering transactions to cover
syndicate short positions. These transactions may cause the price of the
securities sold in an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters at any time.
Any securities, other than our common stock, will be a new issue of
securities with no established trading market. We cannot assure you that there
will be a market for the securities of any particular security, or that if a
market does develop, that it will continue to provide holders of those
securities with liquidity for their investment or will continue for the duration
the securities are outstanding.
The prospectus supplement or term sheet relating to each offering will set
forth the anticipated date of delivery of the securities.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of
the securities for us.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of TECO Energy for the year ended
December 31, 2000 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
on the SEC's web site at http://www.sec.gov.
We filed a registration statement on Form S-3 with the SEC covering the
securities. For further information on us and the securities, you should refer
to the registration statement and its exhibits. This prospectus discusses
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material provisions of our indenture dated August 17, 1998 entered into with The
Bank of New York as trustee. Because the prospectus may not contain all the
information that you may find important, you should review the full text of the
indenture and other documents we have incorporated by reference into the
registration statement.
The SEC allows us to "incorporate by reference" the information that we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all of the securities are sold.
- our Annual Report on Form 10-K for the fiscal year ended December 31,
2000;
- our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2001; and
- our Current Reports on Form 8-K dated May 15, 2001, May 2, 2001, April
27, 2001, April 20, 2001, April 11, 2001, March 7, 2001, February 20,
2001 (as amended) and February 8, 2001.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Director of Investor Relations
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement or term sheet. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any supplement or
term sheet is accurate as of any date other than the date on the front of these
documents.
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