Exhibit 1.1
$550,000,000
TAMPA ELECTRIC COMPANY
5.375% NOTES DUE AUGUST 15, 2007
6.375% NOTES DUE AUGUST 15, 2012
UNDERWRITING AGREEMENT
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August 21, 2002
SALOMON SMITH BARNEY INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS
C/O SALOMON SMITH BARNEY INC.
388 GREENWICH STREET
NEW YORK, NY 10013
Dear Sirs:
1. Introductory. Tampa Electric Company, a Florida corporation
("COMPANY"), proposes to issue and sell to the Underwriters set forth on
SCHEDULE A hereto (the "Underwriters") an aggregate of (i) $150,000,000
principal amount of its 5.375% Notes due August 15, 2007 (the "2007 NOTES") and
(ii) $400,000,000 principal amount of its 6.375% Notes due August 15, 2012 (the
"2012 NOTES" and together with the 2007 Notes, the "OFFERED SECURITIES") to be
issued under an indenture dated as of July 1, 1998 (the "BASE INDENTURE")
between the Company and the Bank of New York, as Trustee (the "INDENTURE
TRUSTEE"), as amended and supplemented by the fourth supplemental indenture
dated as of August 15, 2002 (the Base Indenture, as so amended and supplemented,
being referred to herein as the "INDENTURE"). The Company hereby agrees with the
several Underwriters as follows:
2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, each Underwriter that:
(a) A registration statement (No. 333-91602), including a prospectus,
relating to the Offered Securities has been filed with the Securities and
Exchange Commission ("COMMISSION") and has been declared effective. Such
registration statement, as amended at the date of this Agreement and
including all material incorporated by reference therein, meets the
requirements set forth in Rule 415(a)(1)(x) under the Securities Act of
1933, as amended (the "Act"), and is hereinafter referred to as the
"REGISTRATION STATEMENT", and the prospectus relating to the Offered
Securities included in the Registration Statement, as supplemented to
reflect the terms of the offering of the
Offered Securities, as first filed with the Commission pursuant to and in
accordance with Rule 424(b) ("RULE 424(b)") under the ACT, including all
material incorporated by reference therein, is hereinafter referred to as
the "PROSPECTUS". No document has been or will be prepared or distributed
in reliance on Rule 434 under the Act. No stop order suspending the
effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the
Commission. Any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Prospectus,
any related preliminary prospectus or preliminary prospectus supplement
shall be deemed to refer to and include the filing of any document under
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") after
the date of this Agreement, or the issue date of the Prospectus, any
related preliminary prospectus or preliminary prospectus supplement, as the
case may be, deemed to be incorporated therein by reference.
(b) On the effective date of the Registration Statement, such
Registration Statement conformed in all respects to the requirements of the
Act, the Trust Indenture Act of 1939 ("TRUST INDENTURE ACT") and the rules
and regulations of the Commission ("RULES AND REGULATIONS") and did not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, and on the date of this Agreement, the
Registration Statement and the Prospectus conform in all respects to the
requirements of the Act, the Trust Indenture Act and the Rules and
Regulations, and neither of such documents includes as of the date of this
Agreement or will include as of the date of any amendment or supplement
thereto or the Closing Date (as defined below) any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, except
that the foregoing does not apply to that part of the Registration
Statement which constitutes the Statement of Eligibility (Form T-1) of the
Trustee under the Trust Indenture Act and statements in or omissions from
any such documents based upon written information furnished to the Company
by any Underwriter through Salomon Smith Barney Inc., if any, specifically
for use therein, it being understood and agreed that the only such
information is that described as such in Section 7(b) hereof.
(c) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Florida, with
power and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good standing in all
other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except where the
failure to so qualify would not have a material adverse effect on the
condition (financial or other), business, properties or results of
operations of the Company and its subsidiaries taken as a whole (a
"MATERIAL ADVERSE EFFECT").
(d) The Indenture has been duly authorized by the Company and has
been duly qualified under the Trust Indenture Act; the Offered Securities
have been duly authorized by the Company; the Offered Securities, when
validly authenticated, delivered and paid
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for pursuant to this Agreement on the Closing Date (as defined below), and
the Indenture, when validly executed and delivered by the Trustee, will
each have been duly executed, issued and delivered by the Company, will
conform to the description thereof contained in the Prospectus, and will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and general equity principles (whether considered in a
proceeding in equity or at law); and the Offered Securities are entitled to
the benefits of the Indenture.
(e) No consent, approval, authorization, or order of, or filing,
registration or qualification with, any governmental agency or body or any
court (including without limitation the Florida Public Service Commission)
is required for the performance by the Company of its obligations hereunder
or in connection with the consummation of the transactions contemplated by
this Agreement (including without limitation in connection with the
issuance and sale of the Offered Securities by the Company), except such as
have been obtained or made under the Act and the Trust Indenture Act and
such as may be required under state securities laws.
(f) The execution, delivery and performance of the Indenture and this
Agreement, and the issuance and sale of the Offered Securities and
compliance by the Company with the terms and provisions of the Indenture,
this Agreement and the Offered Securities will not result in a breach or
violation by the Company of any of the terms and provisions of, or
constitute a default by the Company under, (A) any statute, rule,
regulation or order of any governmental agency or body or any court,
domestic or foreign, having jurisdiction over the Company or its property,
(B) any agreement or instrument to which the Company is a party or by which
the Company is bound or to which any of the properties of the Company is
subject, except where such breaches, defaults or violations would not
result in a Material Adverse Effect, or (C) the charter or by-laws of the
Company; and the Company has full power and authority to authorize, issue
and sell the Offered Securities as contemplated by this Agreement.
(g) This Agreement has been duly authorized, executed and delivered
by the Company.
(h) Except as disclosed in the Prospectus, there are no pending
actions, suits or proceedings against or involving the Company or its
property that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, or would materially and adversely
affect the ability of the Company to perform its obligations under the
Indenture or this Agreement, or which are otherwise material in the context
of the sale of the Offered Securities; and, to the Company's knowledge, no
such actions, suits or proceedings are threatened or contemplated.
(i) The financial statements of the Company, together with the
related notes to such financial statements, included in the Registration
Statement and the Prospectus present fairly the financial position of the
Company and its consolidated subsidiaries as of
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the dates shown and their results of operations and cash flows for the
periods shown, and, except as otherwise disclosed in the Prospectus, such
financial statements have been prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent
basis (except as stated therein and except the notes to the interim
financial statements) and any schedules included in the Registration
Statement present fairly the information required to be stated therein.
PricewaterhouseCoopers LLP, who have certified certain of such financial
statements of the Company, are independent public accountants with respect
to the Company and its subsidiaries as required by the Exchange Act and the
Rules and Regulations thereunder.
(j) Except as disclosed in the Prospectus, since the date of the
latest audited financial statements incorporated by reference in the
Prospectus, there has been no material adverse change in the condition
(financial or other), business, properties or results of operations of the
Company and its subsidiaries taken as a whole.
(k) The Company is not and, after giving effect to the offering and
sale of the Offered Securities and the application of the proceeds thereof
as described in the Prospectus, will not be an "investment company" as
defined in the Investment Company Act of 1940, as amended.
(l) The Company has complied with all provisions of Section 517.075,
Florida Statutes relating to doing business with the Government of Cuba or
with any person or affiliate located in Cuba.
(m) Any certificate signed by any officer of the Company delivered to
the Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each Underwriter as to the
matters covered thereby.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, and subject to the
terms and conditions herein set forth, the Company agrees to sell to each
Underwriter and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price and with the terms set forth in SCHEDULE B, the
principal amount of Offered Securities set forth in SCHEDULE A opposite the name
of such Underwriter, plus any additional amount of Offered Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 9 hereof.
The Company will deliver against payment of the purchase prices the Offered
Securities in the form of permanent global securities in definitive form (the
"GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository
Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for
DTC, and to be credited to each Underwriter's account with DTC. Interests in any
permanent global securities will be held only in book-entry form through DTC,
except in the limited circumstances described in the Prospectus. Payment for the
Offered Securities shall be made by delivery by Salomon Smith Barney Inc. in
federal (same day) funds by wire transfer to an account at a bank, designated by
the Company and open for the receipt of funds (and verification of the receipt
of funds), at 9:00 a.m. (New York time), on August 26,
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2002, such time being herein referred to as the "CLOSING DATE", against delivery
to the Trustee as custodian for DTC of the Global Securities representing all of
the Offered Securities. It is understood that each Underwriter has authorized
Salomon Smith Barney Inc. for its account to accept delivery of, receipt for,
and make payment of the purchase price for, the Offered Securities which it has
agreed to purchase. The Global Securities will be made available for checking at
the office of DTC or its designated custodian (the "DESIGNATED OFFICE") at least
one business day prior to the Closing Date.
The documents to be delivered on the Closing Date by or on behalf of the
parties hereto pursuant to Section 6, including the cross-receipt for the
Offered Securities and any additional documents requested by the Representatives
pursuant to Section 6, will be delivered at the offices of Palmer & Dodge LLP,
111 Huntington Avenue, Boston, MA 02199, and the Offered Securities will be
delivered at the Designated Office, all at 9:00 a.m. on the Closing Date.
4. Offering by the Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.
5. Certain Agreements of the Company. The Company agrees with the several
Underwriters that it will furnish to counsel for the Underwriters one conformed
copy of the Registration Statement, including all exhibits, in the form it
became effective and all amendments thereto and that, in connection with the
offering of the Offered Securities:
(a) The Company will prepare the Prospectus in a form approved by the
Representatives and file the Prospectus with the Commission pursuant to and
in accordance with Rule 424(b) within the time prescribed under Rule
424(b), not later than the second business day following the execution and
delivery of this Agreement.
(b) The Company will advise the Representatives promptly in writing
of any proposal to amend or supplement the Registration Statement or the
Prospectus and will not effect any such amendment or supplementation to
which the Representatives have reasonably objected in writing, and the
Company will also advise the Representatives promptly in writing of the
filing of any such amendment or supplement; PROVIDED, HOWEVER, that the
foregoing shall not apply to any of the Company's periodic filings with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act if filed after the termination of this offering; and the Company will
also advise the Representatives promptly of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement or of any part thereof and will use its best efforts to prevent
the issuance of any such stop order and to obtain as soon as possible its
lifting, if issued.
(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with
sales by an Underwriter or any dealer, any event occurs as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any
time to amend the Prospectus
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to comply with the Act or the Rules and Regulations, the Company promptly
will notify the Representatives of such event and will promptly prepare and
file with the Commission, at its own expense, an amendment or supplement
which will correct such statement or omission or an amendment which will
effect such compliance. Neither the Representatives' consent to, nor the
Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6 hereof.
(d) As soon as practicable, but not later than 16 months after the
date of this Agreement, the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12
months beginning after the later of (i) the effective date of the
registration statement relating to the Offered Securities, (ii) the
effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date of this
Agreement and (iii) the date of the Company's most recent Annual Report on
Form 10-K filed with the Commission prior to the date of this Agreement,
which will satisfy the provisions of Section 11(a) of the Act.
(e) The Company will furnish to each Underwriter copies of the
Registration Statement, including all exhibits, any related preliminary
prospectus, any related preliminary prospectus supplement, the Prospectus
and all amendments and supplements to such documents, in each case as soon
as available and in such quantities as the requesting Underwriter
reasonably requests. The Company will pay the expenses of printing and
distributing to the Underwriters all such documents.
(f) The Company will use its best efforts, in cooperation with the
Underwriters, to qualify the Offered Securities for sale and to determine
their eligibility for investment under the laws of such jurisdictions as
the Representatives designate and will continue such qualifications in
effect so long as required for the distribution; PROVIDED, that the Company
will not be required to qualify as a foreign corporation or to file a
general consent to service of process in any such jurisdiction or to
subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject.
(g) During the period of five years after the date of this Agreement,
the Company will furnish to the each Underwriter as soon as practicable
after the end of each fiscal year, a copy of its annual report to
stockholders for such year, and the Company will deliver to each
Underwriter (i) as soon as available, a copy of each report and any
definitive proxy statement of the Company filed with the Commission under
the Exchange Act or mailed to stockholders, PROVIDED that any such report
or proxy statement shall be deemed to be furnished when posted
electronically on a website designated by the Company to which the
Underwriters have access, and (ii) from time to time, such other
information concerning the Company as the requesting Underwriter may
reasonably request, subject to appropriate confidentiality undertakings
reasonably satisfactory to the Company and the right of the Company to
withhold information if required by applicable law.
(h) The Company will pay all expenses incident to the performance of
its obligations under this Agreement and the Indenture, including (i) all
expenses in
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connection with the execution, issue, authentication, packaging and initial
delivery of the Offered Securities, the preparation and printing of this
Agreement, the Offered Securities, the Indenture, the Prospectus and any
amendments and supplements thereto, and any other document relating to the
issuance, offer, sale and delivery of the Offered Securities, (ii) any
filing fees or other expenses (including fees and disbursements of counsel
to the Underwriters, which fees and disbursements shall not exceed $5,000)
incurred in connection with qualification of the Offered Securities for
sale and determination of their eligibility for investment under the laws
of such jurisdictions as the Underwriters designate and the printing of
memoranda relating thereto; (iii) any applicable filing fee incident to the
review by the National Association of Securities Dealers, Inc. of the terms
of the offering of the Offered Securities and the fees and disbursements of
counsel to the Underwriters in connection therewith (which counsel fees
shall be included in the cap set forth above), (iv) any fees charged by
investment rating agencies for the rating of the Offered Securities, and
(v) expenses incurred in distributing the Prospectus, any preliminary
prospectuses, or any preliminary prospectus supplements (including any
amendments and supplements thereto) to the Underwriters.
(i) For a period beginning at the date of this Agreement and ending
at the Closing Date, the Company will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or file with the
Commission a registration statement under the Act relating to debt
securities issued or guaranteed by the Company and having a maturity of
more than one year from the date of issue (other than debt securities the
interest on which is excluded from gross income for federal income tax
purposes under the Internal Revenue Code of 1986, as amended) or publicly
disclose the intention to make any such offer, sale, pledge, disposition or
filing without the prior written consent of the Representatives.
6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Offered Securities on the
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:
(a) On or prior to the date hereof, the Representatives shall have
received a letter, dated the date of this Agreement, of
PricewaterhouseCoopers LLP confirming that they are independent public
accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating to the effect that:
(i) in their opinion the financial statements and schedules and
any summary of earnings examined by them and included in the
Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the related
published Rules and Regulations;
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(ii) they have performed the procedures specified by the American
Institute of Certified Public Accountants for a review of interim
financial information as described in Statement of Auditing Standards
No. 71, Interim Financial Information, on the unaudited financial
statements included in the Registration Statement;
(iii) on the basis of the review referred to in clause (ii)
above, a reading of the latest available interim financial statements
of the Company, inquiries of officials of the Company who have
responsibility for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them
to believe that:
(A) the unaudited financial statements and any summary of
earnings included in the Prospectus do not comply as to form in
all material respects with the applicable accounting requirements
of the Act and the related published Rules and Regulations or any
material modifications should be made to such unaudited financial
statements and summary of earnings for them to be in conformity
with generally accepted accounting principles;
(B) if any unaudited "capsule" information is contained in
the Prospectus, such information does not agree with the amounts
set forth in the unaudited consolidated financial statements for
those same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts
in the audited statements of income;
(C) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more
than three business days prior to the date of this Agreement,
there was any change in the capital stock or any increase in
short-term indebtedness or long-term debt of the Company and its
consolidated subsidiaries or, at the date of the latest available
balance sheet read by such accountants, there was any increase in
consolidated net current liabilities or any decrease in
consolidated net current assets or net assets or stockholders'
equity, as compared with amounts shown on the latest balance
sheet incorporated by reference in the Prospectus; or
(D) for the period from the closing date of the latest
income statement incorporated by reference in the Prospectus to
the closing date of the latest available income statement read by
such accountants there were any decreases, as compared with the
corresponding period of the previous year, in consolidated net
sales, net operating income, in the total or per share amounts of
consolidated income before extraordinary items, net income or in
the ratio of earnings to fixed charges;
except in all cases as set forth in clauses (B) and (C) above for
changes, increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter,
and
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(iv) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information
contained or incorporated by reference in the Prospectus (in each case
to the extent that such dollar amounts, percentages and other
financial information are derived from the general accounting records
of the Company and its subsidiaries subject to the internal controls
of the Company's accounting system or are derived directly from such
records by analysis or computation) with the results obtained from
inquiries, a reading of such general accounting records and other
procedures specified in such letter and have found such dollar
amounts, percentages and other financial information to be in
agreement with such results, except as otherwise specified in such
letter.
(b) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 5(a) of this
Agreement. No stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceedings for
that purpose shall have been instituted or, to the knowledge of the Company
or any Underwriter, shall be contemplated by the Commission.
(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as a whole which, in the judgment of Salomon Smith
Barney Inc., is material and adverse and makes it impractical or
inadvisable to proceed with completion of the public offering or the sale
of and payment for the Offered Securities; (ii) any downgrading in the
rating of any debt securities of the Company, including the Offered
Securities, by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act), or any public
announcement that any such organization has under surveillance or review
its rating of any debt securities of the Company (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) any material
suspension or material limitation of trading in securities generally on the
New York Stock Exchange or any setting of minimum prices for trading on
such exchange, or any suspension of trading of any securities of the
Company on any exchange or in the over-the-counter market; (iv) any banking
moratorium declared by U.S. federal or New York authorities or a material
disruption in commercial banking or securities settlement or clearance
services in the United States; (v) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war
by Congress or any other substantial national or international calamity or
emergency; or (vi) any change in United States or international financial,
political or economic conditions if, in the judgment of Salomon Smith
Barney Inc., the effect of any such event or change referred to in clause
(v) or (vi) above is so adverse and material as to make it impractical or
inadvisable to proceed with completion of the public offering or the sale
of and payment for the Offered Securities.
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(d) The Representatives shall have received an opinion, dated the
Closing Date, of Palmer & Dodge LLP, counsel for the Company, reasonably
satisfactory in form and substance to the Representatives and solely to the
effect that:
(i) The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of
Florida, with corporate power and authority to own, lease and operate
its properties and conduct its business as described in the Prospectus
and to enter into and perform its obligations under this Agreement;
(ii) The Offered Securities and the Indenture each have been duly
authorized, executed and delivered by the Company; the Offered
Securities, when validly authenticated and delivered by the Trustee,
will be validly issued and conform as to legal matters to the
description thereof contained in the Prospectus; the Offered
Securities and the Indenture, when validly authenticated, executed and
delivered by the Trustee, will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally and general equitable principles; and the Offered Securities
are entitled to the benefits of the Indenture;
(iii) No filing, registration, or qualification with, or
authorization, approval, consent, license, order or decree of, any
court or governmental agency or body is necessary or required in
connection with the due authorization, execution and delivery of this
Agreement or the Indenture or for the offering, issuance, sale or
delivery of the Offered Securities by the Company, except such as have
been obtained or made under the Act, the Rules and Regulations
thereunder, and the Trust Indenture Act or such as may be required
under state securities laws as to which such counsel need express no
opinion;
(iv) The execution, delivery and performance by the Company of
this Agreement, the Offered Securities and the Indenture and the
consummation of the transactions contemplated by this Agreement and in
the Registration Statement (including the issuance and sale of the
Offered Securities and the use of the proceeds from the sale of the
Offered Securities as described in the Prospectus under the caption
"Use of Proceeds"), do not and will not, whether with or without the
giving of notice or lapse of time or both, (i) violate, constitute a
breach of, or default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to any agreement or instrument that is listed as an
exhibit to the Company's Form 10-K for the year ended December 31,
2001 or any of the Company's Forms 10-Q or 8-K filed thereafter but on
or prior to the date of such opinion, or (ii) violate (x) the charter
or by-laws of the Company, (y) any applicable statute or rule or
regulation, or (z) any judgment, order, writ or decree known to such
counsel of any government, government instrumentality or court;
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(v) The Company is not and, after giving effect to the offering
and sale of the Offered Securities and the application of the proceeds
thereof as described in the Prospectus, will not be an "investment
company" as defined in the Investment Company Act of 1940;
(vi) The Indenture has been duly qualified under the Trust
Indenture Act;
(vii) This Agreement has been duly authorized, executed and
delivered by the Company;
(viii) The Registration Statement has become effective under the
Act, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) specified in such opinion within the time
period required by Rule 424(b) and, to the knowledge of such counsel,
no stop order suspending the effectiveness of the Registration
Statement or any part thereof has been issued under the Act and no
proceedings for that purpose have been instituted or are pending or
threatened by the Commission;
(ix) The Registration Statement, the Prospectus, excluding the
documents incorporated by reference therein, and each amendment or
supplement thereto, excluding the documents incorporated by reference
therein, as of their respective effective or issue dates (other than
the financial statements and supporting schedules included therein or
omitted therefrom and the statements of Eligibility on Form T-1 of the
Trustee, as to which such counsel need not express an opinion)
complied as to form in all material respects with the requirements of
the Act, the Rules and Regulations thereunder and the Trust Indenture
Act;
(x) The documents incorporated by reference in the Prospectus
and each amendment or supplement thereto (other than the financial
statements and supporting schedules included therein or omitted
therefrom and the statements of Eligibility on Form T-1 of the
Trustee, as to which such counsel need not express an opinion), when
they became effective or were filed with the Commission or as
subsequently amended prior to the date of this Agreement, as the case
may be, complied as to form in all material respects with the
requirements of the Exchange Act and the Rules and Regulations
thereunder; and
(xi) The statements made in the Prospectus under the captions
"Description of the Notes" and "Description of the Debt Securities,"
insofar as such statements purport to constitute a summary of the
terms of any of the Indenture or the Offered Securities, constitute an
accurate summary thereof in all material respects.
In giving such opinion, such counsel may limit its opinion to the
law of the Commonwealth of Massachusetts, the Florida Business
Corporation Act and the federal law of the United States, and such
counsel may rely as to all matters governed by the laws of
jurisdictions other than the law of the Commonwealth of
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Massachusetts and the federal law of the United States, upon the
opinion of counsel satisfactory to the Representatives. Such counsel
may also state that it has relied upon certificates of public
officials and, insofar as such opinion involves factual matters, it
has relied upon certificates of officers of the Company. In rendering
its opinion, such counsel may rely as to matters of Florida law (other
than the Florida Business Corporation Act) upon the opinion of Sheila
M. McDevitt, Esq. and may assume the due authorization, execution and
delivery of all documents by parties thereto, other than the Company.
In addition to the matters set forth above, such opinion shall
also include a statement to the effect that nothing has come to the
attention of such counsel which causes it to believe that the
Registration Statement, as of its effective date, or any amendment
thereto, as of its effective date, contained any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus, as of its issue date or as of the
Closing Date, or any amendment or supplement thereto, as of its issue
date or as of the Closing Date, contained any untrue statement of a
material fact or omitted to state any material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; it being understood that
such counsel need express no comment as to the Forms T-1 or the
financial statements, including the notes thereto and supporting
schedules, or other financial information and data contained in the
Registration Statement or the Prospectus. With respect to such
statement, such counsel may state that its belief is based upon
procedures set forth therein satisfactory to the Representatives but
is without independent investigation or verification.
(e) The Representatives shall have received an opinion, dated the
Closing Date, of Sheila M. McDevitt, Esq., general counsel of the Company,
reasonably satisfactory in form and substance to the Representatives and
solely to the effect that:
(i) The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of
Florida, with corporate power and authority to own, lease and operate
its properties and conduct its business as described in the Prospectus
and to enter into and perform its obligations under this Agreement;
(ii) The Offered Securities and the Indenture each have been duly
authorized, executed and delivered by the Company; the Offered
Securities, when validly authenticated and delivered by the Trustee,
will be validly issued and conform as to legal matters to the
description thereof contained in the Prospectus; the Offered
Securities and the Indenture, when validly authenticated, executed and
delivered by the Trustee, will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization,
-12-
moratorium and other similar laws relating to or affecting creditors'
rights generally and general equitable principles;
(iii) All descriptions in the Registration Statement of written
contracts and other documents to which the Company is a party are
accurate in all material respects; to the best of such counsel's
knowledge, there are no franchises, contracts, indentures, mortgages,
loan agreements, notes, leases or other instruments required to be
described or referred to in the Registration Statement or to be filed
as exhibits thereto other than those described or referred to therein
or filed or incorporated by reference as exhibits thereto, and the
descriptions thereof or references thereto are correct in all material
respects;
(iv) No filing, registration, or qualification with, or
authorization, approval, consent, license, order or decree of any
court or governmental agency or body (including without limitation the
Florida Public Service Commission) is necessary or required in
connection with the due authorization, execution and delivery of this
Agreement or the Indenture or for the offering, issuance, sale or
delivery of the Offered Securities by the Company, except as may be
required under such state securities laws as to which such counsel
need express no opinion;
(v) The execution, delivery and performance by the Company of
this Agreement, the Offered Securities and the Indenture and the
consummation of the transactions contemplated by this Agreement and in
the Registration Statement (including the issuance and sale of the
Offered Securities and the use of the proceeds from the sale of the
Offered Securities as described in the Prospectus under the caption
"Use of Proceeds") do not and will not whether with or without the
giving of notice or lapse of time or both (i) violate, constitute a
breach of, or default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to any agreement or instrument that is listed as an
exhibit to the Company's Form 10-K for the year ended December 31,
2001 or any of the Company's Forms 10-Q or 8-K filed thereafter but on
or prior to the date of such opinion, or (ii) violate (x) the charter
or by-laws of the Company, (y) any applicable statute, rule or
regulation, or (z) any judgment, order, writ or decree known to such
counsel of any government, government instrumentality or court; and
(vi) This Agreement has been duly authorized, executed and
delivered by the Company.
In giving such opinion, such counsel may limit her opinion to the law
of the State of Florida, and such counsel may rely as to all matters
governed by the laws of jurisdictions other than the law of the State of
Florida, upon the opinion of counsel satisfactory to the Representatives.
Such counsel may assume the due authorization, execution and delivery of
documents by the parties thereto, other than the Company.
-13-
In addition to the matters set forth above, such opinion shall also
include a statement to the effect that nothing has come to the attention of
such counsel which causes her to believe that the Registration Statement,
as of its effective date, or any amendment thereto, as of its effective
date, contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, as of its issue
date or as of the Closing Date, or any amendment or supplement thereto, as
of its issue date or as of the Closing Date, contained any untrue statement
of a material fact or omitted to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under
which they were made, not misleading; it being understood that such counsel
need express no comment as to the Forms T-1 or the financial statements,
including the notes thereto and supporting schedules, or other financial
information and data contained in the Registration Statement or the
Prospectus. With respect to such statement, such counsel may state that her
belief is based upon procedures set forth therein satisfactory to the
Representatives but is without independent investigation or verification.
(f) The Representatives shall have received from Ropes & Gray,
counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to the validity of the Offered Securities delivered on
such Closing Date, the Registration Statement, the Prospectus and other
related matters as the Representatives may require, and the Company shall
have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(g) The Representatives shall have received a certificate, dated the
Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers, to
the best of their knowledge after reasonable investigation, shall state
that the representations and warranties of the Company in this Agreement
are true and correct, that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date, that no stop order suspending the
effectiveness of the Registration Statement or any part thereof has been
issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission and, that subsequent to the date of the most
recent financial statements in the Prospectus, there has been no material
adverse change in the condition (financial or other), business, properties
or results of operations of the Company and its subsidiaries taken as a
whole except as set forth in or contemplated by the Prospectus or as
described in such certificate.
(h) The Representatives shall have received a letter, dated the
Closing Date, of PricewaterhouseCoopers LLP which meets the requirements of
subsection (a) of this Section, except that the specified date referred to
in such subsection will be a date not more than three days prior to the
Closing Date for the purposes of this subsection.
The Company will furnish the Underwriters with such conformed copies of such
opinions, certificates, letters and documents as the Underwriters reasonably
request. The Representatives may in their sole discretion waive, on behalf of
the Underwriters, compliance with any conditions to the obligations of the
Underwriters.
-14-
7. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless each Underwriter,
its partners, directors and officers and each person, if any, who controls
such Underwriter within the meaning of Section 15 of the Act, against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; PROVIDED, HOWEVER, that
the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter, through Salomon Smith Barney Inc., specifically for use
therein, it being understood and agreed that the only such information
furnished by the Underwriters consists of the information described as such
in subsection (b) below; and, PROVIDED, FURTHER that, this indemnity with
respect to the Prospectus or any related preliminary prospectus or
preliminary prospectus supplement shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the
Offered Securities that are the subject thereof if
(i) such Underwriter did not send or deliver to such person a
copy of the Prospectus (or the Prospectus, as amended or supplemented)
excluding documents incorporated therein by reference at or prior to
the confirmation of the sale of the Offered Securities to such person
(but only to the extent that such loss, claim, damage or liability is
finally determined by a court of competent jurisdiction to arise out
of the untrue statement or omission of a material fact that was
corrected in the Prospectus (or the Prospectus, as amended or
supplemented) that was not delivered by such Underwriter at or prior
to confirmation of sale) in any case where such delivery is required
by the Act,
(ii) the Company has provided to such Underwriter sufficient
quantities of the Prospectus (or the Prospectus, as amended or
supplemented) in sufficient time to enable such Underwriter to deliver
to such person a copy of the Prospectus (or the Prospectus, as amended
or supplemented) in a timely manner, and
-15-
(iii) the untrue statement or omission of a material fact
contained in the Prospectus or any related preliminary prospectus or
preliminary prospectus supplement was corrected in the Prospectus (or
the Prospectus, as amended or supplemented).
(b) Each Underwriter will, severally and not jointly, indemnify and
hold harmless the Company, its directors, each officer who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the Act, against any losses, claims,
damages or liabilities to which the Company may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter, through Salomon Smith Barney Inc., if any, specifically for
use therein, and will reimburse any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are
incurred, it being understood and agreed that the only such information
furnished by the Underwriters consists of the following information in the
Prospectus: the selling concession and discount reallowance information
appearing in the third paragraph and the information contained in the third
sentence of the fourth paragraph and the fifth, sixth and seventh
paragraphs under the caption "Underwriting."
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party under
this Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of
any pending or threatened action in respect of which any indemnified party
is or could have been a party
-16-
and indemnity could have been sought hereunder by such indemnified party
unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject
matter of such action and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or on behalf of
such indemnified party.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on
the other from the offering of the Offered Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or by an Underwriter in writing through Salomon Smith Barney Inc.
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Underwriter shall
be required to contribute any amount in excess of the amount by which the
total price at which the Offered Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several
in proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each partner, director or
officer of such Underwriter and each person, if any, who controls an
Underwriter within the meaning of the Act; and the obligations of each
Underwriter under this Section shall be in addition to any liability which
such
-17-
Underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company, to each officer of the Company
who has signed the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If for any reason the purchase of the
Offered Securities by the Underwriters is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the Underwriters
pursuant to Section 7 shall remain in effect, and if any Offered Securities have
been purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Underwriters is not consummated for any reason other
than solely because of a termination of this Agreement under Section 9 hereof or
the occurrence of any event specified in clause (iii), (iv) or (v) of Section
6(c), the Company will reimburse the non-defaulting Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.
9. Default by One or More of the Underwriters. If one or more of the
Underwriters shall fail on the Closing Date to purchase the Offered Securities
which it or they are obligated to purchase under this Agreement (the "DEFAULTED
SECURITIES"), the Representatives shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such principal amounts as may be agreed upon and
upon the terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:
(a) if the aggregate principal amount of the Defaulted Securities
does not exceed 10% of the aggregate principal amount of the Offered
Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the
full amount thereof in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of all
non-defaulting Underwriters, or
(b) if the aggregate principal amount of the Defaulted Securities
exceeds 10% of the aggregate principal amount of the Offered Securities to
be purchased on such date, this Agreement shall terminate without liability
on the part of any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any Underwriter from
liability in respect of its default.
-18-
In the event of any such default which does not result in a termination of this
Agreement either (i) the Representatives or (ii) the Company shall have the
right to postpone the Closing Date for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements. As used herein, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 10.
10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, shall be directed to Salomon Smith Barney Inc. and will be
mailed or delivered and confirmed to it at Salomon Smith Barney Inc., 390
Greenwich Street, New York, New York 10013, Attention: Debt Capital Markets, or,
if sent to the Company, will be mailed or delivered and confirmed to it at 702
North Franklin Street, Tampa, Florida 33602, Attention: Corporate Secretary.
11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the partners,
officers and directors and controlling persons referred to in Section 7, and no
other person will have any right or obligation hereunder. No purchaser of the
Offered Securities from any Underwriter shall be deemed to be a successor by
reason merely of such purchase.
12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same agreement.
13. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with this Agreement, and any action taken by
the Representatives will be binding upon all the Underwriters.
14. Jurisdiction. The Company hereby submits to the non-exclusive
jurisdiction of the federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.
15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.
-19-
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the
Underwriters in accordance with its terms.
Very truly yours,
TAMPA ELECTRIC COMPANY
By: /s/ Robert D. Fagan
-------------------------------------------
Name: Robert D. Fagan
Title: Chairman of the Board and
Chief Executive Officer
The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above
written.
SALOMON SMITH BARNEY INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
By: SALOMON SMITH BARNEY INC.
By: /s/ Yukari Saegusa
----------------------------
Name: Yukari Saegusa
Title: Vice President
Acting on behalf of itself and for the several
Underwriters
SCHEDULE A
UNDERWRITERS
- -------------------------------------------------------------------------------
UNDERWRITER PRINCIPAL AMOUNT OF OFFERED SECURITIES
- ----------- ----------------------------------------
2007 NOTES 2012 NOTES
---------- ----------
Salomon Smith Barney Inc. $45,000,000 $120,000,000
Barclays Capital Inc. 30,000,000 80,000,000
J.P. Morgan Securities Inc. 30,000,000 80,000,000
Credit Lyonnais Securities (USA) Inc. 7,500,000 20,000,000
Mizuho International plc 7,500,000 20,000,000
SG Cowen Securities Corporation 7,500,000 20,000,000
Sun Trust Capital Markets, Inc. 7,500,000 20,000,000
TD Securities (USA) Inc. 7,500,000 20,000,000
Westdeutsche Landesbank Girozentrale 7,500,000 20,000,000
========================================
Total $150,000,000 $400,000,000
SCHEDULE B-1
TERMS OF OFFERED SECURITIES
- --------------------------------------------------------------------------------
TITLE: 5.375% Notes due 2007
AGGREGATE PRINCIPAL AMOUNT: $150,000,000
INTEREST PAYMENT DATES: February 15 and August 15 of each year, beginning
February 15, 2003.
MATURITY: August 15, 2007
OPTIONAL REDEMPTION: The Notes will be redeemable, at the option of the Company,
in whole or in part from time to time, at the redemption prices described in the
Prospectus under the heading "Description of the Notes -- Optional Redemption".
The Notes may not be redeemed at any time at the option of the holders.
RATING: Moody's Investors Service, Inc.: A1
Standard & Poor's Ratings Services: A-
Fitch, Inc.: A+
PURCHASE PRICE: 99.019%
CLOSING: 9:00 a.m. on August 26, 2002, at the offices of Palmer & Dodge LLP, in
Boston, Massachusetts, in federal (same day) funds.
SETTLEMENT AND TRADING: Book-Entry Only via the Depository Trust Company
("DTC"). The Notes will trade in DTC's Same Day Funds Settlement System.
NOTICES: Notices to be given to the Underwriters should be directed to Salomon
Smith Barney Inc. as follows:
Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
Attention: Debt Capital Markets
SCHEDULE B-2
TERMS OF OFFERED SECURITIES
- --------------------------------------------------------------------------------
TITLE: 6.375% Notes due 2012
AGGREGATE PRINCIPAL AMOUNT: $400,000,000
INTEREST PAYMENT DATES: February 15 and August 15 of each year, beginning
February 15, 2003.
MATURITY: August 15, 2012
OPTIONAL REDEMPTION: The Notes will be redeemable, at the option of the Company,
in whole or in part from time to time, at the redemption prices described in the
Prospectus under the heading "Description of the Notes -- Optional Redemption".
The Notes may not be redeemed at any time at the option of the holders.
RATING: Moody's Investors Service, Inc.: A1
Standard & Poor's Ratings Services: A-
Fitch, Inc.: A+
PURCHASE PRICE: 98.547%
CLOSING: 9:00 a.m. on August 26, 2002, at the offices of Palmer & Dodge LLP, in
Boston, Massachusetts, in federal (same day) funds.
SETTLEMENT AND TRADING: Book-Entry Only via the Depository Trust Company
("DTC"). The Notes will trade in DTC's Same Day Funds Settlement System.
NOTICES: Notices to be given to the Underwriters should be directed to Salomon
Smith Barney Inc. as follows:
Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
Attention: Debt Capital Markets