THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-91602
SUBJECT TO COMPLETION, DATED AUGUST 20, 2002
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated July 19, 2002)
$
[TAMPA ELECTRIC COMPANY LOGO]
TAMPA ELECTRIC COMPANY
% NOTES DUE AUGUST ,
------------------
The notes will bear interest at the rate of % per year. We will pay
interest on the notes on and of each year,
beginning on , 200 . The notes will mature on . We
may redeem some or all of the notes from time to time. The redemption prices are
described on page S-7. There is no sinking fund for the notes.
The notes will be unsecured and will rank on a parity with our other
unsecured and unsubordinated indebtedness and will be effectively subordinated
to our secured indebtedness.
------------------
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE
S-3.
------------------
<Table>
<Caption>
PER NOTE TOTAL
-------- --------
Price to Public(1).......................................... % $
Underwriting Discounts and Commissions...................... % $
Proceeds to Tampa Electric Company.......................... % $
</Table>
- ---------------
(1) Plus accrued interest, if any, from August , 2002.
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 accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The notes will not be listed on any securities exchange. Currently, there
is no public market for the notes.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about August , 2002.
------------------
Joint Book-Runners
SALOMON SMITH BARNEY BARCLAYS CAPITAL JPMORGAN
CREDIT LYONNAIS SECURITIES MIZUHO INTERNATIONAL PLC SG COWEN
SUNTRUST ROBINSON HUMPHREY TD SECURITIES WESTDEUTSCHE LANDESBANK GIROZENTRALE
AUGUST , 2002
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE AND
THE UNDERWRITERS HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. IF YOU RECEIVE ANY OTHER INFORMATION, YOU SHOULD NOT RELY ON IT. WE
AND THE UNDERWRITERS ARE NOT MAKING AN OFFER OF THESE SECURITIES, OR SOLICITING
AN OFFER TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR SOLICITATION
IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS
SUPPLEMENT.
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
PROSPECTUS SUPPLEMENT
About This Prospectus Supplement............................ i
Summary..................................................... S-1
Risk Factors................................................ S-3
Ratio of Earnings to Fixed Charges.......................... S-5
Capitalization.............................................. S-5
Use of Proceeds............................................. S-6
Description of the Notes.................................... S-6
Underwriting................................................ S-11
Legal Matters............................................... S-12
PROSPECTUS
About This Prospectus....................................... 1
Risk Factors................................................ 1
Forward Looking Statements.................................. 1
The Company................................................. 2
Ratio of Earnings to Fixed Charges.......................... 2
Use of Proceeds............................................. 2
Description of Debt Securities.............................. 2
Plan of Distribution........................................ 7
Legal Matters............................................... 8
Experts..................................................... 9
Where You Can Find More Information......................... 9
</Table>
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.
In this prospectus supplement, "we," "our," "ours" and "us" refers to Tampa
Electric Company, unless the context otherwise requires.
i
SUMMARY
This summary contains basic information that is important to you. The
"Description of the Notes" section of this prospectus supplement contains more
detailed information about the terms and conditions of the notes.
TAMPA ELECTRIC COMPANY
Tampa Electric Company is a wholly-owned subsidiary of TECO Energy, Inc.
(TECO Energy), an electric and gas utility holding company with important
unregulated activities. You can read the reports filed by TECO Energy with the
SEC for more information regarding its business, operating results and financial
condition. TECO Energy's SEC reports are not incorporated by reference in this
prospectus supplement.
The electric division of Tampa Electric Company, referred to as Tampa
Electric, provides electric energy and related services to over 588,000
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 4,079 megawatts in operation, and is constructing
additional capacity to serve its growing customer base. Tampa Electric is in the
process of repowering an older coal-fired station to become a combined-cycle
natural gas-fired facility. The repowering is expected to add 658 megawatts of
generating capacity by 2004, significantly reduce emissions and enhance fuel
diversity.
Peoples Gas System, a division of Tampa Electric Company, is Florida's
leading provider of natural gas. With a presence in most of Florida's major
metropolitan areas, it serves over 276,000 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. Peoples Gas
System is continuing its expansion into other areas of Florida previously
unserved by natural gas.
SUMMARY SELECTED HISTORICAL FINANCIAL INFORMATION
The table below presents summary selected historical consolidated income
statement data of Tampa Electric Company. We derived this information from the
audited financial statements for the years ended December 31, 1999 through
December 31, 2001 and our unaudited financial statements for the six months
ended June 30, 2001 and June 30, 2002. 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 prospectus. See "Where You Can Find More Information" on page 9 of the
accompanying prospectus.
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
----------------- ------------------------------
2002 2001 2001 2000 1999
------- ------- -------- -------- --------
($ IN MILLIONS)
Revenues.......................................... $921.3 $911.0 $1,764.7 $1,667.4 $1,458.8
Operating income.................................. 120.0 117.5 241.5 244.8 233.4
Interest expense(1)............................... 39.0 39.5 77.7 80.8 77.9
Net income........................................ $ 95.6 $ 83.3 $ 177.1 $ 166.3 $ 144.9
</Table>
- ---------------
(1) Interest expense in 1999 included a $12.7 million charge for income tax
settlements and provisions.
S-1
THE OFFERING
Notes Offered................. Aggregate principal amount: $ ,000,000
Interest rate: % per year.
Maturity date: August , .
Interest Payment Dates........ and , commencing on
, 200 . 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 at any time, at the redemption
prices described in "Description of the
Notes -- Optional Redemption."
Ranking....................... The notes will be unsecured and will rank on a
parity with our other unsecured and
unsubordinated indebtedness and will be
effectively subordinated to our secured
indebtedness.
Use of Proceeds............... We will use the net proceeds to repay maturing
long term debt, to repay commercial paper 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 (DTC).
Beneficial interests in the notes will be shown
on, and transfers will be effected through,
records maintained by DTC and its participants.
Trustee....................... The Bank of New York.
S-2
RISK FACTORS
In deciding whether to purchase the notes, you should consider carefully
the following factors that could cause our operating results and financial
condition to be materially adversely affected. You should also consider the
"Investment Considerations" included in the Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 of our parent, TECO Energy, as updated by
its filings with the SEC. TECO Energy's SEC reports are not incorporated by
reference in this prospectus supplement.
GENERAL ECONOMIC CONDITIONS MAY ADVERSELY AFFECT OUR BUSINESS.
Our business is affected by general economic conditions. In particular, the
projected growth of our service area in Florida is important to the realization
of our forecasts for annual energy sales growth. An unanticipated downturn in
the local area's or Florida's economy could adversely affect our expected
performance. As a result, actual results may differ from those forecast.
OUR BUSINESS IS SENSITIVE TO VARIATIONS IN WEATHER.
Our business is affected by variations in general weather conditions and
unusually severe weather. Our energy sales are particularly sensitive to
variations in weather conditions. We forecast energy sales on the basis of
normal weather, which represents a long-term historical average. Significant
variations from normal weather could have a material impact on energy sales.
Unusual weather, such as hurricanes, could adversely affect operating costs and
sales. Peoples Gas System, with a single winter peak period, is more weather
sensitive than Tampa Electric, with both summer and winter peak periods. Mild
winter weather in Florida can be expected to negatively impact results at
Peoples Gas System.
POTENTIAL COMPETITIVE CHANGES MAY ADVERSELY AFFECT OUR GAS AND ELECTRICITY
BUSINESSES.
The U.S. electric power industry has been undergoing restructuring.
Competition in wholesale power sales has been introduced on a national level.
Some states have mandated or encouraged competition at the retail level and, in
some situations, required divestiture of generating assets. While there is
active wholesale competition in Florida, the retail electric business has
remained substantially free from direct competition. Changes in the competitive
environment occasioned by legislation, regulation, market conditions or
initiatives of other electric power providers, particularly with respect to
retail competition, could adversely affect Tampa Electric's business and its
performance. The gas distribution industry has been subject to competitive
forces for several years. Gas services provided by Peoples Gas System are now
unbundled for all non-residential customers. Because Peoples Gas System earns
margins on distribution of gas, but not on the commodity itself, unbundling has
not negatively impacted Peoples Gas System results. However, future structural
changes that we cannot predict could adversely affect Peoples Gas System.
OUR BUSINESSES ARE HIGHLY REGULATED AND ANY CHANGES IN REGULATORY STRUCTURES
COULD LOWER REVENUES OR INCREASE COSTS OR COMPETITION.
Tampa Electric and Peoples Gas System operate in highly regulated
industries. Their retail operations, including the prices charged, are regulated
by the Florida Public Service Commission, and Tampa Electric's wholesale power
sales and transmission services are subject to regulation by the Federal Energy
Regulatory Commission. Changes in regulatory requirements or adverse regulatory
actions could have an adverse effect on Tampa Electric's or Peoples Gas System's
performance by, for example, increasing competition or costs, threatening
investment recovery or impacting rate structure.
COMMODITY PRICE CHANGES MAY AFFECT THE OPERATING COSTS AND COMPETITIVE POSITIONS
OF OUR BUSINESSES.
Tampa Electric and Peoples Gas System are sensitive to changes in coal,
gas, oil and other commodity prices. Any changes could affect the prices these
businesses charge, their operating costs and the competitive position of their
products and services. In the case of Tampa Electric, currently fuel costs used
for generation are mostly affected by the cost of coal. Future fuel costs will
be impacted by the cost of natural gas as well as coal. Tampa Electric is able
to recover the cost of fuel through retail customers'
S-3
bills, but increases in fuel costs affect electric prices and, therefore, the
competitive position of electricity against other energy sources. Regarding
wholesale sales of electricity, the ability to make sales and margins on power
sales are currently affected by the cost of coal to Tampa Electric, particularly
as it relates to the cost of gas and oil to other power producers. In the case
of Peoples Gas System, costs for purchased gas and pipeline capacity are
recovered through retail customers' bills, but increases in gas costs affect
total retail prices and therefore the competitive position of Peoples Gas System
relative to electricity, other forms of energy and other gas suppliers.
WE MAY BE UNABLE TO SUCCESSFULLY COMPLETE CURRENT AND FUTURE PROJECTS ON
SCHEDULE AND WITHIN BUDGET.
Tampa Electric currently has new power generating facilities under
construction. The construction of these facilities, as well as future
construction projects, involves risks of shortages and inconsistent qualities of
equipment, material and labor, engineering problems, work stoppages,
unanticipated cost increases, and environmental or geological problems. Any of
these events could delay a project's construction schedule or increase its
costs.
WE MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL TO FUND OUR COMMITMENTS.
Tampa Electric currently has new power generating facilities under
construction. Our forecasts reflect the expectation that we will have access to
the capital markets on satisfactory terms to fund commitments, including our
construction projects. Our ability to raise additional capital may be adversely
impacted by changes in our credit ratings and those of our affiliated companies
and by prevailing conditions in the capital markets. We rely on capital
contributions from our parent, TECO Energy, during construction cycles and,
therefore, any decline in its ability to access the capital markets on
satisfactory terms, or at all, could adversely affect our ability to fund our
commitments or require us to raise additional capital.
OUR CREDIT RATINGS MAY BE ADVERSELY IMPACTED BY DISTRIBUTIONS TO OUR PARENT,
TECO ENERGY.
We may from time to time make distributions to our parent holding company,
TECO Energy. These distributions may be funded by our operations or by the
incurrence of additional indebtedness. Our credit ratings may be adversely
impacted if we incur additional indebtedness to make such distributions. These
distributions are effectively limited by several existing agreements. Our first
mortgage bond indenture and some long-term debt agreements associated with our
Peoples Gas division contain restrictions that limit the payment of dividends on
our common stock, which is held solely by TECO Energy. In addition, our ability
to incur additional indebtedness is limited by our bank credit agreement, which
requires that we maintain a total debt to capital ratio (as defined in the
agreement) of not greater than 65% as of the end of each fiscal quarter.
Although the distributions we may make to TECO Energy are not directly limited
by the Florida Public Service Commission (FPSC), which regulates us as a public
utility, they are indirectly limited by our need to obtain annual FPSC approval
to issue and sell securities. Under our FPSC authorization for 2002, our
remaining authorization for long-term securities issuance is approximately $728
million. This amount will be reduced by the principal amount of this note
issuance. The FPSC authorization also limits our short-term indebtedness
outstanding at any time to $500 million or less. At August 16, 2002, we had
approximately $286 million of short-term indebtedness outstanding.
CHANGES IN THE ENVIRONMENTAL LAWS AND REGULATIONS TO WHICH WE ARE SUBJECT COULD
INCREASE OUR COSTS OR CURTAIL OUR ACTIVITIES.
We are subject to regulation by various governmental authorities dealing
with air, water and other environmental matters. Changes in compliance
requirements or the interpretation by governmental authorities of existing
requirements may impose additional costs on us or require us to curtail some of
our businesses' activities.
PROBLEMS WITH OPERATIONS COULD CAUSE US TO INCUR SUBSTANTIAL COSTS.
Tampa Electric and Peoples Gas System are subject to various operational
risks, including accidents or equipment breakdown or failure and operations
below expected levels of performance or efficiency. As
S-4
an operator of power generation facilities, Tampa Electric could incur problems
such as the breakdown or failure of power generation equipment, transmission
lines, pipelines or other equipment or processes which would result in
performance below assumed levels of output or efficiency. Our forecast assumes
normal operations and normal maintenance periods for our facilities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated.
<Table>
<Caption>
SIX TWELVE
MONTHS ENDED MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, JUNE 30, -----------------------------------------
2002 2002 2001 2000 1999(1) 1998(2) 1997
------------ ------------ ---- ---- ------- ------- -------
Ratio of earnings to fixed
charges.................. 4.59x 4.62x 4.41x 4.14x 3.82x 4.51x 4.38x
</Table>
For the purposes of calculating these ratios, earnings consist of income
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 other non-operating pretax items totaling $18.3
million recorded in the third and fourth quarters of 1999. Charges consisted
of the following: $10.5 million recorded based on Florida Public Service
Commission audits of Tampa Electric Company's 1997 and 1998 earnings which
limited Tampa Electric Company's equity ratio to 58.7 percent; $3.5 million
to resolve litigation filed by the U.S. Environmental Protection Agency; and
$4.3 million for corporate income tax settlements related to prior years'
tax returns. The effect of these items was to reduce the ratio of earnings
to fixed charges. Had these items been excluded from the calculation, the
ratio of earnings to fixed charges would have been 4.61 for the year ended
December 31, 1999.
(2) Includes the effect of other non-operating pretax items totaling $16.9
million, as more fully explained in Note I to Item 8, Financial Statements
and Supplementary Data of the Company's Annual Report on Form 10-K for the
year ended December 31, 1998. The effect of these charges was to reduce the
ratio of earnings to fixed charges. Had these items been excluded from the
calculation, the ratio of earnings to fixed charges would have been 4.66 for
the year ended December 31, 1998.
CAPITALIZATION
The following table summarizes the historical capitalization of Tampa
Electric Company at June 30, 2002 and its capitalization as adjusted to reflect
the issuance and sale of notes contemplated by this prospectus supplement based
on estimated net proceeds of $ and our application of the net proceeds in
the manner described in "Use of Proceeds."
<Table>
<Caption>
JUNE 30, 2002
----------------------
ACTUAL AS
AMOUNTS ADJUSTED
--------- --------
($ IN MILLIONS)
Cash and cash equivalents.............................. $ 2.9 $
Restricted cash(1)..................................... 146.3
========= =====
Short-term debt........................................ 281.2
Long-term debt due within one year..................... 377.7
Long-term debt, less amount due within one year(2)..... 804.9
Total debt................................... 1,463.8
Common equity.......................................... 1,829.9
--------- -----
Total capitalization......................... $3,293.7 $
========= =====
</Table>
- ---------------
S-5
(1) Cash restricted for the redemption of long-term debt in July and August
2002, all of which was used to pay off $147 million of long-term debt.
(2) Includes $150 million of first mortgage bonds, which are secured by some of
our assets.
USE OF PROCEEDS
We estimate that the net proceeds (after deducting underwriting discounts
and commissions and estimated offering expenses) from the offering of the %
Notes due will be approximately $ . We expect to use the net
proceeds from the offering of the notes to repay maturing long term debt, to
repay commercial paper and for general corporate purposes. We will use $150
million of the proceeds from this offering to repay resettable put bonds with an
initial coupon rate of 7.375% which must be repurchased or remarketed on
September 1, 2002. Pending such uses, we will invest the net proceeds in
short-term money market instruments. At August 16, 2002, we had $285.8 million
of commercial paper outstanding with various remaining days until maturity of 7
days or less and with interest rates ranging from 1.84% to 1.86%.
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.
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 dated as of July 1, 1998, as
amended and supplemented by the fourth supplemental indenture thereto between us
and The Bank of New York, as trustee, 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.
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 aggregate principal amount of the notes offered under this prospectus
is $ . The notes will mature on , .
The notes will bear interest at % per year (computed based on a
360-day year consisting of twelve 30-day months) for the period from
to, but excluding, . Interest on the notes will be payable
semi-annually on and of each year, commencing ,
200 . 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.
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 and 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.
RANKING
The 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
will be effectively subordinated to our
S-6
secured indebtedness to the extent of the collateral securing those obligations.
Holders of secured indebtedness will have prior claim to those of our assets
that constitute their collateral in the event of any distribution or payment of
our assets in any foreclosure, dissolution, winding-up, liquidation,
reorganization or other bankruptcy proceeding. As a result, you may receive
less, ratably, than holders of secured indebtedness.
FORM
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 underwriters 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.
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 the 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 semiannual basis
(computed based on a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus basis points (0. %), 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.
S-7
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 the 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 an Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means any of Salomon Smith Barney Inc.,
Barclays Capital Inc. or J.P. Morgan Securities Inc. or any of their respective
successors, as designated by us, or if those firms are unwilling or unable to
serve as such, an independent investment and banking institution of national
standing appointed by us.
"Reference Treasury Dealer" means:
- Salomon Smith Barney Inc., Barclays Capital Inc., J.P. Morgan Securities
Inc. and each of their respective successors; provided that if any of
them ceases to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), we will substitute another Primary
Treasury Dealer; and
- up to two 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
an 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 an 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 underwriters 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).
S-8
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.
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, as defined in
the indenture, with respect to the notes, 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.
S-9
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-10
UNDERWRITING
Salomon Smith Barney Inc., Barclays Capital Inc. and J.P. Morgan Securities
Inc. are acting as joint book-running managers of the offering and are acting as
representatives of the underwriters named below. Subject to the terms and
conditions specified in an underwriting agreement dated the date of this
prospectus supplement, each underwriter named below has agreed to purchase, and
we have agreed to sell to that underwriter, the principal amount of the notes
set forth opposite the underwriter's name below.
<Table>
<Caption>
PRINCIPAL AMOUNT
UNDERWRITERS OF NOTES
- ------------ ----------------
Salomon Smith Barney Inc. .................................. $
Barclays Capital Inc. ......................................
J.P. Morgan Securities Inc. ................................
Credit Lyonnais Securities (USA) Inc. ......................
Mizuho International plc....................................
SG Cowen Securities Corporation.............................
SunTrust Capital Markets, Inc. .............................
TD Securities (USA) Inc. ...................................
Westdeutsche Landesbank Girozentrale........................
----------
Total.................................................. $
==========
</Table>
The underwriting agreement provides that the obligations of the
underwriters to purchase the notes included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters
are obligated to purchase all of the notes if they purchase any of the notes.
The underwriters propose to offer the notes directly to the public at the
public offering price set forth on the cover page of this prospectus supplement
and some of the notes to dealers at the public offering price less a concession
not to exceed 0. % of the principal amount of the notes. The underwriters may
allow and the dealers may reallow a concession not to exceed 0. % of the
principal amount of the notes on sales to other dealers. After the initial
public offering, the representatives may change the public offering price and
concessions.
The notes are a new issue of securities with no established trading market.
We do not intend to apply for listing of the notes on any national securities
exchange or for quotation of the notes on any automated dealer quotation system.
The underwriters have advised us that they intend to make a market in the notes
after the offering, although they are under no obligation to do so. The
underwriters may discontinue any market-making activities at any time without
any notice. We can give no assurance as to the liquidity of the trading market
for the notes or that a public trading market for the notes will develop. If no
active public trading market develops, the market price and liquidity of the
notes may be adversely affected. If the notes are traded, they may trade at a
discount from their initial offering price, depending on factors such as
prevailing interest rates, the market for similar securities and our
performance, as well as other factors not listed here.
J.P. Morgan Securities Inc. will make the securities available for
distribution on the Internet through a proprietary web site and/or a third-party
system operated by Market Axess Inc., an Internet-based communications
technology provider. Market Axess Inc. is providing the system as a conduit for
communications between JPMorgan and its customers and is not a party to any
transactions. Market Axess Inc., a registered broker-dealer, will receive
compensation from JPMorgan based on transactions JPMorgan conducts through the
system. JPMorgan will make the securities available to its customers through the
Internet distributions, whether made through a proprietary or third-party
system, on the same terms as distributions made through other channels.
In connection with the offering, the underwriters, as well as the dealers
and agents, may purchase and sell the notes in the open market. These
transactions may include over-allotment, syndicate covering transactions and
stabilizing transactions. Over-allotment involves syndicate sales of notes in
excess of the
S-11
principal amount of notes to be purchased by the underwriters in the offering,
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. Stabilizing
transactions consist of certain bids or purchases of notes made for the purpose
of preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when the
underwriting syndicate, in covering syndicate short positions or making
stabilizing purchases, repurchases notes originally sold by that syndicate
member.
Any of these activities may have the effect of preventing or retarding a
decline in the market price of the notes. They may also cause the price of the
notes to be higher than the price that otherwise would exist in the open market
in the absence of these transactions. The underwriters may conduct these
transactions in the over-the-counter market or otherwise. If the underwriters
commence any of these transactions, they may discontinue them at any time.
We and the underwriters make no representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the notes. In addition, we and the underwriters make no
representation that the underwriters will engage in those types of transactions
or that those transactions, once commenced, will not be discontinued without
notice.
The underwriters, and some of their affiliates, have performed investment
banking, financial advisory, commercial banking and other services for us and
our affiliates from time to time for which they have received customary fees and
expenses. The underwriters may, from time to time, engage in transactions with
and perform services for us in the ordinary course of business, for which they
may receive customary fees in connection with those services.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make because of any of those
liabilities.
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $ .
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of
the notes offered hereby. Certain matters will be passed upon for the
underwriters by Ropes & Gray.
S-12
PROSPECTUS
TAMPA ELECTRIC COMPANY
DEBT SECURITIES
------------------------
We plan to offer debt securities to the public from time to time.
We may offer the debt securities as separate series, in amounts, prices and
on terms determined at the time of the sale. When we offer debt 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
THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT OR THE TERM SHEET, TOGETHER WITH
THE ADDITIONAL INFORMATION DESCRIBED UNDER THE HEADING "WHERE YOU CAN FIND MORE
INFORMATION" BEGINNING ON PAGE 9 OF THIS PROSPECTUS, BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
We will sell the debt securities to underwriters or dealers, through
agents, or directly to investors.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION 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 July 19, 2002
Tampa Electric Company - 702 North Franklin Street - Tampa, Florida 33602 -
(813) 228-4111
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
About This Prospectus....................................... 1
Risk Factors................................................ 1
Forward Looking Statements.................................. 1
The Company................................................. 2
Ratio of Earnings to Fixed Charges.......................... 2
Use of Proceeds............................................. 2
Description of Debt Securities.............................. 2
Plan of Distribution........................................ 7
Legal Matters............................................... 8
Experts..................................................... 9
Where You Can Find More Information......................... 9
</Table>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under the shelf process, we may, from
time to time, issue and sell to the public any amount of the debt securities
described in the registration statement in one or more offerings up to a total
dollar amount of $950,000,000.
RISK FACTORS
For each series of debt securities, we will include risk factors, if
appropriate, in a prospectus supplement or term sheet relating to that series.
You should also consider the "Investment Considerations" included in the Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 of our parent,
TECO Energy, Inc., as the same may be amended, supplemented or superseded from
time to time by future filings under the Securities Exchange Act of 1934.
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:
- general economic conditions, particularly those affecting energy sales in
our service area;
- 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;
- changes in environmental regulation that may impose additional costs or
curtail some of our activities;
- federal and state regulatory initiatives that increase competition or
costs, threaten investment recovery, or impact rate structure;
- available sources and costs of commodities;
- interest rates, market conditions and other factors that could impact our
ability to obtain access to sufficient capital on satisfactory terms; and
- restrictive covenants in or changes to the credit ratings on our current
or future debt that could increase our financing costs or affect our
ability to borrow or make payments on subordinated debt.
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.
1
THE COMPANY
We are a public utility company that is a wholly-owned subsidiary of TECO
Energy, Inc., a diversified energy-related holding company. We generate,
purchase, transmit, distribute and sell electric energy for customers within
west central Florida and, through our Peoples Gas System division, purchase,
distribute and sell natural gas for customers throughout Florida. You can find a
more complete description of our business and our 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 our telephone number is (813) 228-4111.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges for the periods shown.
<Table>
<Caption>
PERIODS ENDED
MARCH 31, 2002 YEAR ENDED DECEMBER 31,
-------------------- --------------------------------------------
$ MILLIONS 3 MONTHS 12 MONTHS 2001 2000 1999 1998 1997
- ---------- -------- --------- ------ ------ ------ ------ ------
Ratio of earnings to fixed charges..... 4.51x 4.57x 4.41x 4.14x 3.82x(1) 4.51x(2) 4.38x
</Table>
For the purposes of calculating these ratios, earnings consist of income
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 one-time, pretax charges totaling $18.3 million
recorded in the third and fourth quarters of 1999. Charges consisted of the
following: $10.5 million recorded based on Florida Public Service Commission
audits of our 1997 and 1998 earnings which limited our equity ratio to 58.7
percent; $3.5 million to resolve litigation filed by the U.S. Environmental
Protection Agency; and $4.3 million 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 4.61x for the fiscal year ended December 31, 1999.
(2) Includes the effect of one-time, pretax charges totaling $16.9 million, as
more fully explained in Note I to Item 8, Financial Statements and
Supplementary Data of our Annual Report on Form 10-K for the 1998 fiscal
year. 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 4.66x for the fiscal year
ended December 31, 1998.
USE OF PROCEEDS
We expect to use the net proceeds from the sale of the debt securities for
general corporate purposes, which may include capital expenditures, investment
in subsidiaries, working capital, repayment of debt and other business
opportunities.
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 July 1, 1998
between us and The Bank of New York, as trustee. We filed the indenture as an
exhibit to our registration statement on Form S-3 dated July 13, 1998. The
following description of the terms of the debt securities summarizes only the
material terms of the debt securities. The description is not complete and we
refer you to the indenture, which we incorporate by reference.
2
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 similar 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 subordination of the debt securities to any other indebtedness of the
Company; and
- other material terms of the debt securities.
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 and in denominations of $1,000 or multiples of $1,000. We will not
charge a service fee for the registration, transfer or exchange of
3
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 in the relevant prospectus supplement or term sheet
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.
The debt securities do not provide special protection in the event we are
involved in a highly leveraged transaction.
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 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
4
- 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;
- a default of a covenant or provision under the indenture that cannot be
modified or amended without the consent of the holder of each outstanding
debt security of the affected series.
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 any premium 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
5
- 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 that 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).
DEFEASANCE OF DEBT SECURITIES
Unless otherwise provided in the prospectus supplement or term sheet for a
series of debt securities, and subject to the terms of the indenture, we may
request 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
6
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 should 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 laws.
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.
PLAN OF DISTRIBUTION
We may sell the debt securities in 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 debt securities will set forth the terms of the offering of those debt
securities, including the following:
- the name or names of any underwriters, dealers or agents;
- the purchase price of those debt 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 of the debt securities, the underwriters
will acquire the debt 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 debt securities to the public. In connection with the sale of the debt
securities, we may compensate the underwriters in the form of underwriting
discounts or commissions. The purchasers of the debt securities for whom the
underwriters may act as agent may also pay them commissions. Underwriters may
sell the debt securities to or through dealers, and those 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 debt securities
will be subject to conditions precedent, and the underwriters will be obligated
to purchase all such debt securities if any are purchased.
If we use dealers in the sale of the debt securities, we will sell the debt
securities to the dealers as principals. The dealer may then resell the debt
securities to the public at varying prices 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 the debt securities,
and set forth any commissions or discounts we grant to the dealer.
If we use agents in the sales of the debt securities, the agents may
solicit offers to purchase the debt securities from time to time. The applicable
prospectus supplement or term sheet will name any such
7
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 debt securities, and any
commissions payable by us to such agent. 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 the debt 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 any such sales will be described in
the applicable 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
the debt securities from us at the public offering price set forth in the
prospectus supplement or term sheet pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. The
contracts will be subject only to those conditions set forth in the applicable
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 that the agents,
dealers or underwriters may be required to make. Agents, dealers and
underwriters from time to time 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 the debt 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. The remarketing firm from time to time 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 debt
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 debt securities will be a new issue of securities with no established
trading market. We cannot assure you that there will be a market for the debt
securities of any particular series or, that, if a market does develop, it will
continue to provide holders of those debt securities with liquidity for their
investment or will continue for the duration the debt securities are
outstanding.
The prospectus supplement or term sheet relating to each offering will set
forth the anticipated date of delivery of the debt securities.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of
the debt securities for us.
8
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Tampa Electric Company for the
year ended December 31, 2001 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 room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available to the public on the SEC's
web site at http://www.sec.gov. Copies of certain information filed by us with
the SEC are also available on our website at http://www.tampaelectric.com. Our
website is not part of this prospectus.
We filed a registration statement on Form S-3 with the SEC covering the
debt securities. For further information about us and the debt securities, you
should refer to the registration statement and its exhibits. This prospectus
discusses material provisions of our indenture dated July 1, 1998 between us and
The Bank of New York, as trustee. Because the prospectus may not contain all the
information that you may consider 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" 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 debt securities are sold:
- our Annual Report on Form 10-K for the fiscal year ended December 31,
2001; and
- our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2002.
You may request a copy of these filings, at no cost, by telephoning us at
(813) 228-4111 or writing us at the following address:
Director of Investor Relations
Tampa Electric Company
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 debt 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
those documents.
9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$
TAMPA ELECTRIC COMPANY
% NOTES DUE
[TAMPA ELECTRIC COMPANY LOGO]
------------
PROSPECTUS SUPPLEMENT
AUGUST 20, 2002
------------
SALOMON SMITH BARNEY
BARCLAYS CAPITAL
JPMORGAN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------