AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998.
REGISTRATION NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TAMPA ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA 59-0475140
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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TECO PLAZA, 702 NORTH FRANKLIN STREET, TAMPA, FLORIDA 33602 (813) 228-4111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ROGER H. KESSEL, ESQ.
GENERAL COUNSEL AND SECRETARY
TAMPA ELECTRIC COMPANY
702 NORTH FRANKLIN STREET
TAMPA, FLORIDA 33602
(813) 228-4111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO:
DAVID R. POKROSS, JR., ESQ. MARK V. NUCCIO, ESQ.
PALMER & DODGE LLP ROPES & GRAY
ONE BEACON STREET ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02108 BOSTON, MASSACHUSETTS 02110-2624
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED UNIT PRICE (1) FEE(1)
Debt Securities............................. $200,000,000 100% $200,000,000 $59,000
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(o)
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 3, 1998
PROSPECTUS
$200,000,000
TAMPA ELECTRIC COMPANY
DEBT SECURITIES
Tampa Electric Company ("Tampa Electric" or the "Company") may offer, from
time to time, its unsecured notes, debentures, or other evidence of unsecured
indebtedness (the "Debt Securities"), in one or more series, in an aggregate
principal amount of up to $200,000,000. Debt Securities may be issued in
registered form without coupons or in the form of one or more global securities
(each a "Global Security").
When a particular series of Debt Securities is offered, a supplement to this
Prospectus will be delivered (each a "Prospectus Supplement") together with this
Prospectus setting forth the terms of such Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, any terms for redemption, any terms for repayment at the option of the
holder, any terms for sinking fund payments, the initial public offering price,
any listing of the Debt Securities on a securities exchange and other terms in
connection with the offering and sale of such Debt Securities.
Tampa Electric may sell Debt Securities to or through dealers or
underwriters, directly to other purchasers or through agents. See "PLAN OF
DISTRIBUTION." A Prospectus Supplement will set forth the names of such
underwriters, dealers or agents, if any, any applicable commissions or discounts
and the proceeds to Tampa Electric from such sales.
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement applicable to the Debt Securities
being sold.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1998.
AVAILABLE INFORMATION
The Company files periodic reports and other information with the Securities
and Exchange Commission (the "Commission") relating to its business, financial
statements and other matters. Reports filed with the Commission as well as
copies of the Registration Statement, of which this Prospectus is a part, can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Midwest
Regional Office, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661;
and Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such reports
and other information can also be reviewed on the Commission's web site
(http://www.sec.gov).
The Company has filed a Registration Statement on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statement") with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Debt Securities. This Prospectus does not contain all of the
information set forth in such Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Reference is made to such Registration Statement and to the exhibits relating
thereto for further information with respect to the Company and the Debt
Securities. Statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the Commission
(File No. 001-05007) are hereby incorporated by reference: (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 and (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
Each document filed by the Company subsequent to the date of this Prospectus
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the termination of the offering
of the Debt Securities shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such document. Any statement
contained herein or in a document all or a portion of which is incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference or in any prospectus supplement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request by such person, a copy
of any document described above, other than exhibits (unless such exhibits are
specifically incorporated by reference to such documents). Requests for such
copies should be directed to Tampa Electric Company, TECO Plaza, 702 North
Franklin Street, Tampa, Florida 33602, attention: Sandra W. Callahan, Treasurer;
telephone number: (813) 228-4111.
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NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED BY THE
COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
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PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THE COMPANY
Tampa Electric, a public utility company, is a wholly-owned subsidiary of
TECO Energy, Inc. ("TECO"), a diversified energy-related holding company. Tampa
Electric generates, purchases, transmits, distributes and sells electric energy
for customers within west central Florida and, through its Peoples Gas System
division, purchases, distributes and markets natural gas for customers
throughout Florida. A more complete description of the business of the Company
and its recent activities can be found in the documents listed in "DOCUMENTS
INCORPORATED BY REFERENCE." The principal offices of the Company, a Florida
corporation, are located at TECO Plaza, 702 North Franklin Street, Tampa,
Florida 33602, and its telephone number at such offices is (813) 228-4111.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings
to fixed charges for the periods shown.
YEAR ENDED DECEMBER 31,
THREE MONTHS ENDED TWELVE MONTHS ENDED ---------------------------------------------------------------
MARCH 31, 1998 MARCH 31, 1998 1997 1996(2) 1995(2) 1994(2) 1993(2)
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3.44x(1) 4.20x(1) 4.38x 4.40x 4.28x 3.88x(3) 3.81x(4)
For the purposes of calculating this ratio, 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.
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(1) Includes the effect of a $9.6-million pretax charge associated with Tampa
Electric's ongoing efforts to mitigate the effects of a 1997 Florida Public
Service Commission ruling on certain wholesale electric power supply
contracts. The effect of this charge was to reduce the ratio of earnings to
fixed charges. Had this charge been excluded from the calculation, the ratio
of earnings to fixed charges would have been 3.99x and 4.34x for the three-
and 12-month periods ended March 31, 1998, respectively.
(2) Amounts have been restated to reflect the merger of Peoples Gas System, Inc.
in 1997, with and into the Company.
(3) Includes the effect of a $21.3-million pretax restructuring charge. The
effect of this charge was to reduce the ratio of earnings to fixed charges.
Had this non-recurring charge been excluded from the calculation, the ratio
of earnings to fixed charges would have been 4.23x for the year ended
December 31, 1994.
(4) Includes the effect of the non-recurring $10-million pretax charge
associated with a coal pricing settlement. The effect of this charge was to
reduce the ratio of earnings to fixed charges. Had this non-recurring charge
been excluded from the calculation, the ratio of earnings to fixed charges
would have been 3.97x for the year ended December 31, 1993.
USE OF PROCEEDS
Tampa Electric intends to add the net proceeds from the sale of the Debt
Securities to its general funds, to be used for general corporate purposes,
which may include capital expenditures, investment in subsidiaries, working
capital, repayment of debt and other business opportunities.
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DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities will constitute unsecured debt of the Company and will
rank on a parity with all other unsecured and unsubordinated indebtedness of the
Company. The Debt Securities will be issued in one or more series under an
indenture (the "Indenture") to be dated as of June 1, 1998 between the Company
and The Bank of New York, as Trustee (the "Trustee"). The form of the Indenture
is filed as an exhibit to the Registration Statement of which this Prospectus is
a part. The statements under this heading do not purport to be complete and are
subject to the detailed provisions of, and are qualified in their entirety by
reference to, the Indenture. Capitalized terms used herein but not defined are
used as defined in the Indenture.
GENERAL
The Indenture does not limit the aggregate principal amount of the Debt
Securities issuable thereunder or of any particular series of Debt Securities.
The Debt Securities of any series need not be issued at the same time or bear
interest at the same rate or mature on the same date.
Reference is made to the Prospectus Supplement (the "Prospectus Supplement")
for the following terms of any particular series of Debt Securities: (i) the
title of such Debt Securities; (ii) any limit on the aggregate principal amount
of such Debt Securities or the series of which they are a part; (iii) the date
or dates on which the principal of any of such Debt Securities will be payable
or the method by which such date or dates will be determined; (iv) the rate or
rates at which any of such 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; (v) the dates on which any such
interest will be payable and the record dates, if any, for any such interest
payments; (vi) if applicable, whether the interest payment periods may be
extended by the Company and, if so, the permitted duration of any such
extensions; (vii) the place or places where the principal of and interest on any
of such Debt Securities will be payable; (viii) the obligation, if any, of the
Company to redeem or purchase any of such Debt Securities pursuant to any
sinking fund, purchase fund or analogous provision or at the option of the
Holder thereof and the terms and conditions on which any of such Debt Securities
may be redeemed or purchased pursuant to such obligation; (ix) the denominations
in which any of such Debt Securities will be issuable, if other than
denominations of $1,000 or any integral multiple thereof; (x) the terms and
conditions, if any, on which any of such Debt Securities may be redeemed at the
option of the Company; (xi) the currency, currencies or currency units in which
the principal of and any premium and interest on any of such Debt Securities
will be payable, if other than U.S. dollars, and the manner of determining the
equivalent thereof in U.S. dollars for any purpose; (xii) whether any of such
Debt Securities will be issuable in whole or in part in the form of one or more
Global Securities and, if so, the identity of the depositary (the "Depositary")
for any such 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;" (xiii) any addition to, change in or
deletion from the Events of Default or covenants described herein with respect
to any of such Debt Securities and any change in the right of the Trustee or the
Holders to declare the principal amount of any of such Debt Securities due and
payable; (xiv) any index or formula used to determine the amount of principal of
or any premium or interest on any of such Debt Securities and the manner of
determining any such amounts; (xv) any subordination of such Debt Securities to
any other indebtedness of the Company; and (xvi) other material terms of such
Debt Securities.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
Debt Securities will be issued only in fully registered form, without coupons,
in denominations of $1,000 or any integral multiple thereof, and no service
charge will be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
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Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of and any premium and interest on any Debt Securities will be
payable, and such Debt Securities will be exchangeable and transfers thereof
will be registrable, at the corporate trust office of The Bank of New York in
the City of New York, New York, and payment of any interest due on any Debt
Security will be made to the person in whose name such Debt Security is
registered at the close of business on the regular record date for such
interest.
If the Debt Securities of any series (or any Debt Securities of a specified
tenor within any series) are to be redeemed, the Company will not be required to
(i) issue, register the transfer of, or exchange any Debt Security of that
series (or any Debt Securities of a specified tenor within any series, as the
case may be) during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of any such Debt Security that may
be selected for redemption and ending at the close of business on the day of
such mailing or (ii) register the transfer of or exchange any Debt Security so
selected for redemption, in whole or in part, except the unredeemed portion of
any such Debt Security being redeemed in part.
Debt Securities may be offered and sold at a substantial discount below
their principal amount ("Original Issue Discount Securities"). Special United
States Federal income tax and other considerations, if any, applicable thereto
will be described in the applicable Prospectus Supplement. In addition, 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 may be described in the applicable Prospectus Supplement.
Except as otherwise described in the applicable Prospectus Supplement, the
covenants contained in the Indenture would not afford any Holders of Debt
Securities issued thereunder protection in the event of a highly leveraged
transaction involving the Company.
GLOBAL SECURITIES
Some or all of the Debt Securities of a series may be represented in whole
or in part by one or more Global Securities, which will be deposited with or on
behalf of one or more Depositaries.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
thereto. The Company anticipates that the following provisions will apply to all
depositary arrangements.
Unless otherwise specified in the Prospectus Supplement relating thereto,
Debt Securities that are to be represented by a Global Security or Global
Securities to be deposited with or on behalf of a Depositary will be represented
by a Global Security or Global Securities registered in the name of such
Depositary or its nominee. Upon the issuance of a Global Security in registered
form, the Depositary for such Global Security will credit, on its book-entry
registration and transfer system, the respective principal amounts of the Debt
Securities represented by such Global Security to the accounts of institutions
that have accounts with such Depositary or its nominee ("Participants"). The
accounts to be credited will be designated by the underwriters or agents of such
Debt Securities or by the Company, if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in such Global
Securities will be limited to Participants or persons that may hold interests
through Participants. Ownership of beneficial interests by Participants in such
Global Securities will be shown on, and the transfer of any such ownership
interest will be effected only through, records maintained by the Depositary or
its nominee for such Global Security. Ownership of beneficial interests in
Global Securities by persons that hold through Participants will be effected
only through records maintained by such Participants. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
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So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in the
Global Security will not be entitled to have the Debt Securities represented by
such Global Security registered in their names, will not receive or be entitled
to receive physical delivery of the Debt Securities in definitive form and will
not be considered the owners or Holders thereof under the Indenture.
Payment of principal of and any premium and interest on Debt Securities
registered in the name of or held by a Depositary or its nominee will be made in
immediately available funds to the Depositary or its nominee, as the case may
be, as the registered owner or the Holder of the Global Security representing
such Debt Securities. None of the Company, the Trustee, any Paying Agent or the
Security Registrar for such Debt Securities 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 Security for such Debt Securities
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Company expects that a Depositary for Debt Securities of a series, upon
receipt of any payment of principal or any premium or interest in respect of a
Global Security, will immediately credit Participants' accounts with payment in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by Participants to owners of beneficial
interests in such Global Security held through such Participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of such Participants.
A Global Security may not be transferred in whole or in part except by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. If a Depositary for Debt Securities
of a series is at any time unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Company, the Company will issue
Debt Securities in definitive registered form in exchange for the Global
Security or Global Securities representing such Debt Securities. In addition,
the Company may at any time determine not to have any Debt Securities
represented by one or more Global Securities and, in such event, will issue Debt
Securities in definitive registered form in exchange for the Global Securities
representing such Debt Securities. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
in definitive form of Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest and to have such
Debt Securities registered in its name.
BOOK-ENTRY ISSUANCE
The Depository Trust Company ("DTC") will act as securities Depositary for
all of the Debt Securities, unless otherwise indicated in the Prospectus
Supplement relating to an offering of Debt Securities. Such Debt Securities will
be issued only as fully registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One or more fully registered global
certificates will be issued for the Debt Securities, representing the aggregate
principal balance of such Debt Securities, and will be deposited with the
Trustee as custodian for DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its Participants deposit with DTC. DTC also facilitates
the settlement among Participants of
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securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
"Direct Participants" include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear through or
maintain custodial relationships with Direct Participants, either directly or
indirectly ("Indirect Participants"). The rules applicable to DTC and its
Participants are on file with the Commission.
Purchases of Debt Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Debt Securities
on DTC's records. The ownership interest of each actual purchaser of each Debt
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participants
through which the Beneficial Owners purchased Debt Securities. Transfers of
ownership interests in the Debt Securities are to be accomplished by entries
made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Debt Securities, except in the event that use of the book-entry
system for the Debt Securities is discontinued.
To facilitate subsequent transfers, all Debt Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Debt Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Debt Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such Debt
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners and the voting
rights of Direct Participants, Indirect Participants and Beneficial Owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co. as the registered holder of
the Debt Securities. If less than all of the Debt Securities are being redeemed,
DTC's current practice is to determine by lot the amount of the interest of each
Direct Participant to be redeemed.
Although voting with respect to the Debt Securities is limited to the
holders of record of the Debt Securities, in those instances in which a vote is
required, neither DTC nor Cede & Co. will itself consent or vote with respect to
Debt Securities. Under its usual procedures, DTC would mail an omnibus proxy
(the "Omnibus Proxy") to the Trustee as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those
Direct Participants to whose accounts such Debt Securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
Payments of principal of and any premium and interest on the Debt Securities
will be made by the Trustee to Cede & Co., as DTC's partnership nominee. DTC's
practice is to credit Direct Participants' accounts on the relevant payment date
in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payments on such payment date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices and will be the responsibility of such
Participant and not of DTC or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
distributions to DTC is the
7
responsibility of the Trustee, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursements of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities Depositary with
respect to any of the Debt Securities at any time by giving reasonable notice to
the Company. In the event that a successor securities Depositary is not
obtained, definitive certificates representing such Debt Securities are required
to be printed or delivered. The Company, at its option, may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor Depositary).
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be accurate, but the
Company assumes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
REDEMPTION
Any terms and conditions for the optional or mandatory redemption of any
Debt Securities will be set forth in the applicable Prospectus Supplement.
Except as otherwise provided in the applicable Prospectus Supplement, Debt
Securities will be redeemable by the Company only upon notice mailed not less
than 30 nor more than 60 days prior to the date fixed for redemption.
CONSOLIDATION, MERGER, ETC.
The Company will not consolidate or merge with or into any other Corporation
or Corporations, or convey or transfer its properties and assets as an entirety
or substantially as an entirety to any Person, unless (i) the successor or
transferee Corporation shall be a Corporation organized and existing under the
laws of the United States of America, any State thereof, or the District of
Columbia, and the successor or transferee assumes by supplemental indenture the
due and punctual payment of the principal of and premium and interest on all the
Debt Securities and the performance of every covenant of the Indenture to be
performed or observed by the Company; (ii) immediately after giving effect to
such consolidation, merger, sale or transfer, no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of Default,
shall have happened and be continuing; and (iii) the Company delivers an
Officers' Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent in the Indenture relating to the transaction have been
complied with. Upon the assumption by the successor Person of the Company's
obligations under the Indenture and the Debt Securities issued thereunder, and
the satisfaction of any other condition precedent provided for in such
Indenture, the successor Person will succeed to and be substituted for the
Company under such Indenture.
MODIFICATION AND WAIVER
The Indenture provides that modifications and amendments thereof may be made
by the Company and the Trustee with the consent of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Debt Securities of
each series affected thereby and 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of all series affected thereby; provided, however,
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Debt Security affected thereby, (a) change the Stated Maturity
of the principal of, or any installment of principal of or interest on, any Debt
Security; (b) reduce the principal amount of, or any premium or interest on, any
Debt Security; (c) reduce the amount of principal of an Original Issue Discount
Security payable upon acceleration of the Maturity thereof; (d) change the Place
of Payment of, currency of payment of principal of, or premium, if any, or
interest on, any Debt Security; (e) 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
8
case of redemption, on or after the Redemption Date); or (f) 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 certain provisions of the Indenture or
for waiver of certain defaults. Notwithstanding the foregoing, under certain
limited circumstances and only upon the fulfillment of certain conditions,
modifications and amendments of the Indenture may be made by the Company and the
Trustee without the consent of any Holders of the Debt Securities issued
thereunder.
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 such series or
in respect of a covenant or provision under the Indenture which cannot be
modified or amended without the consent of the Holder of each Outstanding Debt
Security of such series affected thereby.
EVENTS OF DEFAULT
The following will be Events of Default under the Indenture with respect to
Debt Securities of any series issued thereunder (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):
(a) failure to pay any interest on any Debt Security of that series when due,
and such failure has continued for 30 days; (b) failure to pay principal of or
premium, if any, on any Debt Security of that series when due; (c) failure to
deposit any sinking fund payment in respect of any Debt Security of that series
when due, where such failure has continued for 30 days; (d) failure to perform
any other covenant of the Company 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
written notice as provided in the Indenture; (e) certain events of bankruptcy,
insolvency or reorganization relating to the Company; and (f) any other Event of
Default provided with respect to Debt Securities of that series.
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debt Securities of that
series may, by a notice in writing to the Company (and to the Trustee if given
by Holders), declare to be immediately due and payable the principal amount (or,
if any Debt Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of the
series) of all Debt Securities of that series. At any time after such a
declaration of acceleration with respect to Debt Securities of any series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee, the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of that series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences, if (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all overdue interest on the Debt Securities of such series,
the principal of and any premium on the Debt Securities of such series which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such Debt Securities,
interest on overdue interest at the rate or rates prescribed therefor in the
Debt Securities of such series (to the extent that payment of such interest is
lawful), and all amounts due to the Trustee under the Indenture, and (ii) all
Events of Default with respect to the Debt Securities of such series (other than
the nonpayment of the principal of the Debt Securities of such series which has
become due solely by such declaration of acceleration) have been cured or waived
as provided in the Indenture. Reference is made to the Prospectus Supplement
relating to any series of Debt Securities which are Original Issue Discount
Securities for the particular provisions relating to acceleration of a portion
of the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
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 Indenture
provides that the Trustee will be under no obligation to
9
exercise any of its rights or powers under the Indenture at the request or
direction of any of the Holders unless such Holders shall have offered to the
Trustee reasonable security or indemnity. Subject to such provisions for
security and indemnification of the Trustee and certain 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.
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture under which such Debt
Security was issued or for any remedy thereunder unless such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Debt Securities of that series and unless the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of that series
have made such written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as trustee under the Indenture, and the Trustee has
not received from the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series a direction inconsistent with such
request and has failed to institute such proceeding within 60 days after receipt
of such notice and offer of indemnity. Notwithstanding the foregoing, 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 certain limitations
specified in the Indenture, interest on such Debt Security on the Stated
Maturity thereof (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment.
The Company is required to furnish annually to the Trustee a statement
signed on behalf of the Company by certain officers of the Company to the effect
that to the best of their knowledge the Company is 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 such default and
the status thereof.
SATISFACTION AND DISCHARGE
The Indenture provides that when, among other things, the Company deposits
or causes to be deposited with the Trustee, in trust, an amount in money or the
equivalent in U.S. Government Obligations (as defined) (or a combination
thereof) 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 or earlier Redemption Date for Debt Securities that have
been, or by an irrevocable instruction delivered by the Company to the Trustee
will be, called for redemption, as the case may be, then the Indenture will
cease to be of further effect (except as to the Company's obligations to
compensate, reimburse and indemnify the Trustee pursuant to the Indenture and
certain other obligations), and the Company will be deemed to have satisfied and
discharged the Indenture.
DEFEASANCE
Unless otherwise provided in the Prospectus Supplement for a series of Debt
Securities, the Company may cause itself (subject to the terms of the Indenture)
to be discharged from any and all obligations with respect to any Debt
Securities or series of Debt Securities (except for certain obligations to
register the transfer or exchange of such Debt Securities, to replace such Debt
Securities if stolen, lost or mutilated, to maintain paying agencies and to hold
money for payment in trust) on and after the date the conditions set forth in
the Indenture are satisfied. Such conditions include the deposit with the
Trustee, in trust for such purpose, of money and/or U.S. Government Obligations
(as such term is defined in the Indenture), 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 of such payments or
upon redemption, as the case may be, in accordance with the terms of the
Indenture and such Debt Securities.
10
Under current Federal income tax law, the Defeasance contemplated in the
preceding paragraphs would be treated as a taxable exchange of the relevant Debt
Securities in which Holders of Debt Securities would recognize gain or loss. In
addition, thereafter, the amount, timing and character of amounts that Holders
would be required to include in income might be different from that which would
be includable in the absence of such Defeasance. Prospective investors are urged
to consult their own tax advisors as to the specific consequences of a
Defeasance, including the applicability and effect of tax laws other than the
Federal income tax law.
CONCERNING THE TRUSTEE
The Trustee is The Bank of New York, which maintains banking relationships
with the Company in the ordinary course of business and serves as trustee under
other indentures of the Company and certain of its affiliates.
GOVERNING LAW
The Indenture and the Debt Securities shall be governed by and construed in
accordance with the laws of the State of New York.
11
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) directly to purchasers, (ii) to
or through underwriters or dealers, (iii) through agents, or (iv) through a
combination of such methods. A Prospectus Supplement with respect to a
particular series of Debt Securities will set forth the terms of the offering of
such Debt Securities, including the following: name or names of any
underwriters, dealers or agents; the purchase price of such Debt Securities and
the proceeds to the Company from such sale; underwriting discounts and
commissions; and any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold 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. The Debt
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. In connection with the sale of Debt Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Debt Securities for whom they may act as agent. Underwriters
may sell the Debt Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Unless otherwise set forth in the Prospectus Supplement relating
thereto, the obligations of any underwriters to purchase the Debt Securities
will be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such Debt Securities if any are purchased.
If dealers are utilized in the sale of the Debt Securities, the Company will
sell such Debt Securities to the dealers as principals. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Any such dealer, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of Debt Securities will be named, and any commissions or discounts
granted by the Company to such dealer set forth, in the applicable Prospectus
Supplement.
If agents are used in the sales of the Debt Securities, offers to purchase
the Debt Securities may be solicited by such agents from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Debt Securities will be
named, and any commissions payable by the Company to such agent set forth, in
the applicable Prospectus Supplement. Any such agent will be acting on a
reasonable effort basis for the period of its appointment or, if indicated in
the applicable Prospectus Supplement, on a firm commitment basis.
Debt Securities also may be sold directly by the Company to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents, dealers and underwriters may be entitled under agreements with the
Company to indemnification against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which such agents, dealers or underwriters may be required to make in
respect thereof. Agents, dealers and underwriters may engage in transactions
with, or perform services for, the Company or TECO for customary compensation.
12
Debt Securities may also be offered and sold, if so indicated in the
applicable Prospectus Supplement, in connection with a remarketing upon their
purchase, in accordance with their terms, by one or more firms ("remarketing
firms"), acting as principals for their own accounts or as agents for the
Company. Any remarketing firm will be identified and the terms of its agreement,
if any, with the Company will be described in the applicable Prospectus
Supplement. Remarketing firms may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, and
may engage in transactions with or perform services for the Company or TECO for
customary compensation.
Any Debt Securities will be a new issue of securities with no established
trading market. No assurance can be given that there will be a market for the
Debt Securities of any particular series, or that if such market does develop,
that it will continue to provide holders of such Debt Securities with liquidity
for such investment or will continue for the duration such Debt Securities are
outstanding.
The anticipated date of delivery of the Debt Securities will be set forth in
the Prospectus Supplement relating to each offering.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for the Company by
Palmer & Dodge LLP, Boston, Massachusetts. Certain legal matters in connection
with the validity of the Debt Securities may be passed upon for any
underwriters, agents or dealers by Ropes & Gray, Boston, Massachusetts.
EXPERTS
The consolidated financial statements as of December 31, 1997 and 1996 and
for each of the three years in the period ended December 31, 1997 included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
and incorporated by reference in this Prospectus have been incorporated herein
in reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the Debt Securities will be
borne by the registrant and are estimated as follows:
SEC registration fee.............................................. $ 59,000
Rating agency fees................................................ $ 95,000
Trustee's fees and expenses....................................... $ 17,000
Accountant's fees and expenses.................................... $ 21,000
Legal fees and expenses........................................... $ 100,000
Printing costs.................................................... $ 25,000
Miscellaneous expenses............................................ $ 23,000
---------
Total......................................................... $ 340,000
---------
---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's Bylaws provide that any person who is or was a party to any
threatened, pending or completed proceeding, because such person is or was a
director or officer of the registrant or is or was serving at the request of the
registrant as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the registrant to
the full extent permitted by law against expenses and liabilities. The
indemnification provided for in the registrant's Bylaws is expressly not
exclusive of all other rights to which such person may be entitled as a matter
of law.
Section 607.0850 of the Florida Business Corporation Act grants the
registrant the power to indemnify each person who was or is a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against liability, expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the registrant, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided, however, no indemnification shall be made in
connection with any proceeding brought by or in the right of the registrant
where the person involved is adjudged to be liable to the registrant, except to
the extent approved by a court.
TECO maintains an insurance policy on behalf of the registrant's directors
and officers, covering certain liabilities that may be incurred by the directors
and officers when acting in their capacities as such.
If the Debt Securities are sold to or through underwriters or agents, the
agreement with such underwriters or agents will provide that such underwriters
or agents will indemnify the registrant's directors and officers against certain
liabilities, including certain liabilities under the Securities Act.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act need not be furnished, PROVIDED, that the registrant includes
in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least
as current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Securities Act or Rule
3-19 of Regulation S-X if such financial statements and information are
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
II-2
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15 hereof, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on June 2, 1998. In
connection with the foregoing, the registrant believes that the Debt Securities
will meet at the time of sale the rating requirement of Instruction I(B)(2) to
Form S-3, to the extent such rating is necessary.
TAMPA ELECTRIC COMPANY
BY: /S/ G.F. ANDERSON
-----------------------------------------
G.F. Anderson,
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
We, the undersigned officers and directors of Tampa Electric Company, hereby
severally constitute and appoint each of Gordon L. Gillette and Roger H. Kessel
our true and lawful attorneys, with full power to them in any and all
capacities, to sign any amendments to this Registration Statement on Form S-3
(including pre- and post-effective amendments), and any related Rule 462(b)
registration statement or amendment thereto, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 2, 1998.
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman of the Board and
/s/ G.F. ANDERSON Chief Executive Officer
- ------------------------------ (Principal Executive
G.F. Anderson Officer)
Vice President--Finance and
/s/ G.L. GILLETTE Chief Financial Officer
- ------------------------------ (Principal Financial
G.L. Gillette Officer)
/s/ W.L. GRIFFIN Vice President--Controller
- ------------------------------ (Principal Accounting
W.L. Griffin Officer)
/s/ C.D. AUSLEY Director
- ------------------------------
C.D. Ausley
/s/ S.L. BALDWIN Director
- ------------------------------
S.L. Baldwin
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SIGNATURE TITLE
- ------------------------------ ---------------------------
/s/ H.L. CULBREATH Director
- ------------------------------
H.L. Culbreath
/s/ J.L. FERMAN, JR. Director
- ------------------------------
J.L. Ferman, Jr.
/s/ E.L. FLOM Director
- ------------------------------
E.L. Flom
/s/ H.R. GUILD, JR. Director
- ------------------------------
H.R. Guild, Jr.
/s/ T.L. RANKIN Director
- ------------------------------
T.L. Rankin
/s/ R.L. RYAN Director
- ------------------------------
R.L. Ryan
/s/ W.P. SOVEY Director
- ------------------------------
W.P. Sovey
/s/ J.T. TOUCHTON Director
- ------------------------------
J.T. Touchton
/s/ J.A. URQUHART Director
- ------------------------------
J.A. Urquhart
/s/ J.O. WELCH, JR. Director
- ------------------------------
J.O. Welch, Jr.
II-5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
*1.1 Form of Distribution Agreement for Debt Securities.
*1.2 Form of Underwriting Agreement for Debt Securities.
4.1 Form of Indenture to be dated as of June 1, 1998 between Tampa Electric Company and The Bank of New York,
as trustee.
*4.2 Form of Floating Rate Note.
*4.3 Form of Fixed Rate Note.
5 Opinion of Palmer & Dodge LLP regarding the validity of the Debt Securities.
12 Computation of Ratio of Earnings to Fixed Charges. Filed as Exhibit 12 to the Company's Quarterly Report
on Form 10-Q (No. 001-05007) for the quarter ended March 31, 1998 filed with the Commission on May 14,
1998 and incorporated herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5).
24 Power of Attorney (contained on signature page).
25 Statement of Eligibility of Trustee on Form T-1.
- ------------------------
* To be filed by amendment or incorporated by reference in connection with the
offering of the securities.
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