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Filed pursuant to Rule 424(b)(5)
Registration No. 333-50808
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 20, 2001)
[Teco Energy, Inc. Logo]
TECO ENERGY, INC.
$400,000,000
7.20% Notes Due 2011
Interest payable May 1 and November 1
ISSUE PRICE: 99.733%
The notes will bear interest at 7.20% per year and will mature on May 1, 2011.
We will pay interest on the notes on May 1 and November 1 of each year,
beginning November 1, 2001. We may redeem some or all of the notes from time to
time. The redemption prices are described on page S-11.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
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PRICE TO UNDERWRITING PROCEEDS TO US
PUBLIC DISCOUNTS BEFORE EXPENSES
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Per Note 99.733% 0.650% 99.083%
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Total $398,932,000 $2,600,000 $396,332,000
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The notes will not be listed on any securities exchange. Currently, there is no
public market for the notes.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about May 1, 2001.
JPMORGAN
BNY CAPITAL MARKETS, INC.
MERRILL LYNCH & CO.
SUNTRUST EQUITABLE SECURITIES
April 26, 2001
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement,
which describes the specific terms of the notes we are offering and certain
other matters relating to us and our financial condition. The second part, the
accompanying prospectus, gives more general information about securities we may
offer from time to time, some of which does not apply to the notes we are
offering. Generally, when we refer to the prospectus, we are referring to both
parts of this document combined. If the description of the offering varies
between this prospectus supplement and the accompanying prospectus, you should
rely on the information in this prospectus supplement.
This prospectus supplement contains forward looking statements. For a
description of these statements and a discussion of the factors that may cause
our actual results to differ materially from these statements, see "Forward
Looking Statements" in the accompanying prospectus.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
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About This Prospectus Supplement............................ S-2
Offering Summary............................................ S-3
TECO Energy................................................. S-4
Recent Developments......................................... S-6
Capitalization.............................................. S-8
Selected Historical Financial Information................... S-9
Ratio of Earnings to Fixed Charges.......................... S-10
Use of Proceeds............................................. S-10
Description of the Notes.................................... S-10
Material United States Federal Income Tax Considerations.... S-14
Underwriting................................................ S-15
Legal Matters............................................... S-16
Experts..................................................... S-16
PROSPECTUS
Risk Factors................................................ 1
Forward Looking Statements.................................. 1
TECO Energy................................................. 2
Ratios of Earnings to Fixed Charges and Preferred Stock
Dividends................................................. 2
Description of Debt Securities.............................. 3
Description of Preferred Stock.............................. 7
Description of Common Stock................................. 9
Anti-Takeover Effects of Our Articles of Incorporation and
Bylaws, Florida Law and Our Rights Plan................... 9
Description of Warrants, and Other Purchase Rights.......... 11
Use of Proceeds............................................. 13
Plan of Distribution........................................ 13
Legal Matters............................................... 14
Experts..................................................... 14
Where You Can Find More Information......................... 14
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE AND
THE UNDERWRITERS HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. IF YOU RECEIVE ANY OTHER INFORMATION, YOU SHOULD NOT RELY ON IT. WE
AND THE UNDERWRITERS ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE
WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION
CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS
PROSPECTUS SUPPLEMENT.
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OFFERING SUMMARY
Notes Offered................. $400 million aggregate principal amount of
7.20% Notes due 2011.
Maturity Date................. May 1, 2011.
Interest Rate................. The notes will bear interest at the rate of
7.20% per year from the issuance date to, but
excluding, May 1, 2011.
Interest Payment Dates........ May 1 and November 1, commencing on November 1,
2001. Interest payments will be made to the
persons in whose names the notes are registered
on the 15th calendar day immediately preceding
the applicable interest payment date.
Denominations................. $1,000 with integral multiples of $1,000.
Optional Redemption........... The notes will be redeemable, at our option, in
whole or in part from time to time, at the
redemption prices described in "Description of
the Notes -- Optional Redemption". The notes
may not be redeemed at any time at the option
of the holders.
Ranking....................... The notes will be unsecured debt and will rank
on a parity with our other unsecured and
unsubordinated indebtedness.
Use of Proceeds............... We will use the net proceeds from the sale of
the notes to repay short-term indebtedness and
for general corporate purposes. Pending such
uses, we will invest the net proceeds in
short-term money market instruments.
Additional Issuances.......... We may, without the consent of the holders of
the notes, issue additional notes having the
same ranking and the same interest rate,
maturity and other terms as the notes. Any
additional notes having such similar terms,
together with the notes, may constitute a
single series of notes under the indenture.
Form.......................... The notes will be represented by registered
global securities registered in the name of
Cede & Co., the partnership nominee of the
depositary, The Depository Trust Company.
Beneficial interests in the notes will be shown
on, and transfers will be effected through,
records maintained by DTC and its participants.
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TECO ENERGY
Overview. We are an electric and gas utility holding company, exempt from
registration under the Public Utility Holding Company Act of 1935, with
important unregulated activities. We are in the process of transforming from a
predominantly regulated energy company to one that is predominantly operating in
deregulated competitive markets. Our unregulated businesses include independent
power generation and distribution, marine transportation, coal mining, coalbed
methane gas production, the marketing of natural gas, energy services and
engineering and, indirectly, the sale of propane gas. Our principal operations
are as follows:
- Tampa Electric Company provides electric energy and related services to
over 568,000 residential, commercial and industrial customers in its West
Central Florida service area covering approximately 2,000 square miles,
including the City of Tampa and the surrounding areas. Tampa Electric has
approximately 3,800 megawatts of generating capacity in operation, and is
constructing additional capacity to serve its growing customer base. It
is in the process of repowering an older coal-fired station to become a
combined-cycle natural gas-fired facility. The repowering is expected to
add 658 megawatts of generating capacity by 2004, significantly reduce
emissions and enhance fuel diversity.
- Peoples Gas System, acquired in 1997, is Florida's leading provider of
natural gas. With a presence in most of Florida's major metropolitan
areas, it serves over 262,000 residential and commercial customers. In
early 2000, it completed a major expansion to Southwest Florida to market
natural gas to a previously unserved high growth area of the state. The
company is continuing its expansion into other areas of Florida
previously unserved by natural gas.
- TECO Power Services develops, builds, owns and operates electric
generation facilities and electric distribution and transmission
facilities primarily in the United States and Central America. It has
interests in or agreements to develop or to acquire more than 7,000 net
megawatts of generating capacity in operation, under construction or in
the late stages of development. The operating generating units include
the Hardee Power Station in Florida, the San Jose and Alborada generating
plants in Guatemala, the Hamakua plant in Hawaii, the Commonwealth
Chesapeake Station in Virginia on the Delmarva peninsula, wind and hydro
power facilities in Central and South America, a gas and coal-fired
facility in Eastern Europe and the Frontera Power Station in Texas. It
owns two combined-cycle plants in the early stages of construction in
Mississippi and Arkansas, has an economic interest in two combined-cycle
plants under construction in Texas and is in a joint venture to build,
own and operate two combined-cycle plants in Arizona and Arkansas that
are in early stages of construction. It also has entered into a
memorandum of understanding regarding the development of an integrated
gasification combined-cycle generation (IGCC) facility at the CITGO
refinery in Lake Charles, Louisiana using Texaco gasification technology.
- TECO Transport is a marine transportation business that operates a
U.S.-flag fleet of oceangoing vessels, a river barge fleet and a dry bulk
commodity transfer and storage deep water terminal. Its business is
primarily moving commodities via domestic inland rivers, the Gulf of
Mexico and the Caribbean, and to worldwide markets, including South
America, Asia, Africa and Europe.
- TECO Coal owns and operates several low-sulfur coal mines and handling
facilities in Kentucky and Tennessee. It mines and ships almost eight
million tons of coal annually for sale to domestic and European steel
companies, as well as domestic utilities and industrial customers. In
addition, it owns and operates two synthetic fuel production facilities
that qualify for Section 29 tax credits through 2007.
- TECO Coalbed Methane extracts naturally occurring methane gas from seams
in the coal beds of Alabama's Black Warrior Basin. It has approximately
735 wells, all of which qualify under existing rules for Section 29 tax
credits on non-conventional fuel production through 2002. It had proven
reserves estimated at 182 billion cubic feet as of December 31, 2000.
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- TECO Solutions was formed to support TECO Energy's strategy of offering
customers a comprehensive and competitive package of energy services and
products with its Florida operations focus. Operating companies include
TECO BGA (formerly Bosek, Gibson and Associates) (BGA), BCH Mechanical
(BCH), TECO Gas Services and TECO Properties. BGA and BCH together can
deliver customized energy-efficient design and new construction,
operations and maintenance projects for commercial and public sector
clients. In addition, TECO Gas Services, TECO Energy's gas marketing
company, provides gas management and marketing services for large
municipal, industrial, commercial and power generation customers.
Strategy. Our business growth strategy is focused on the following three areas:
- Capitalize on a growing Florida economy and the expected shift to a more
competitive energy market in Florida with our electric and gas operations
and energy services business. Tampa Electric believes that it has the
competitive generating capacity to serve increased demand and expand its
market share in a deregulated environment in Florida.
- Increase TECO Power Services' portfolio of quality projects, particularly
in the United States market, to strengthen its position as a leading
generation company capable of taking advantage of competitive energy
markets, including in Florida.
- Expand our marine transportation business through improved asset
utilization and asset additions.
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RECENT DEVELOPMENTS
ACQUISITION OF FRONTERA POWER STATION
On March 15, 2001, TECO Power Services completed its acquisition of American
Electric Power's (AEP) 500 megawatt Frontera Power Station, located near
McAllen, Texas, approximately two miles from the Mexican border. AEP was
required by the Federal Energy Regulatory Commission to divest its ownership of
this facility as part of its merger with Central and South West Corporation,
which was completed last summer. TECO Power Services' equity investment in the
project is expected to be about $120 million, with total capital investment for
the acquisition being $265 million.
PUBLIC OFFERING OF COMMON STOCK
In March 2001, TECO Energy completed a public offering of 8,625,000 shares of
common stock at $27.75 per share, with net proceeds to TECO Energy of
approximately $231.9 million.
FIRST QUARTER EARNINGS
On April 18, 2001, we announced our results for the quarter ended March 31,
2001. Net income for the first quarter of 2001 was $69.7 million or $.54 per
share, compared to net income of $53.5 million or $.42 per share for the quarter
ended March 31, 2000.
Results for the first quarter relative to the same period last year reflected
the continued strong customer growth and favorable weather in the core electric
and gas businesses; contributions from TECO Power Services' Commonwealth
Chesapeake Plant and Guatemalan operations offset by a $6.1 million after-tax
reserve for an asset valuation adjustment related to its minority interests in
smaller international projects; continued strong U.S. Government grain and
northbound river shipments at TECO Transport; increased U.S. conventional coal
production and sale, and the addition of synthetic fuel production at TECO Coal;
higher realized gas prices at TECO Coalbed Methane and a greater contribution
from TECO Propane Ventures.
THREE MONTHS TWELVE MONTHS
ENDED 3/31 ENDED 3/31
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2001 2000 2001 2000
----- ----- ------ ------
($ IN MILLIONS)
NET INCOME SUMMARY
Tampa Electric............................................ $30.5 $28.6 $146.4 $140.1
Peoples Gas System........................................ 10.5 8.5 23.8 20.9
TECO Power Services....................................... 2.5 7.3 18.0 14.4
TECO Transport............................................ 8.4 8.0 29.7 28.1
TECO Coal................................................. 14.0 0.5 46.9 10.4
Other diversified companies............................... 11.3 6.1 33.4 24.4
Other/financing/eliminations.............................. (7.5) (5.5) (31.1) (13.8)
----- ----- ------ ------
Net income before charges................................. 69.7 53.5 267.1 224.5
Charges................................................... -- -- -- (19.6)
----- ----- ------ ------
Net income from continuing operations..................... 69.7 53.5 267.1 204.9
Discontinued operations................................... -- -- -- (14.5)
----- ----- ------ ------
Net income................................................ $69.7.. $53.5 $267.1 $190.4
===== ===== ====== ======
Segment net income is reported on a basis which includes internally allocated
financing costs. Individual company results for 2000 have been restated to
reflect the allocation of financing costs.
Tampa Electric's net income for the first quarter was $30.5 million, compared
with $28.6 million for the same period in 2000. Tampa Electric showed improved
results from retail energy sales growth of 11
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percent driven by continued customer growth of almost 3 percent and favorable
winter weather; base revenue increased by $10.5 million.
Peoples Gas System reported net income of $10.5 million for the quarter,
compared with $8.5 million for the same period last year. Quarterly results
reflected strong customer growth of more than 4 percent and higher residential
and commercial sales as a result of favorable winter weather this year, which
increased net revenue by $1.5 million. Decreased volumes for low-margin,
transportation gas for electric power generators, interruptible customers and
off-system sales reflected the higher cost of gas for these customers who have
the ability to switch to alternate fuels or alter consumption patterns.
TECO Power Services' net income for the quarter was $2.5 million, after the
effect of the $6.1 million asset value adjustment, compared with $7.3 million
last year. Results for the quarter reflected contributions from the operation of
Commonwealth Chesapeake Station and increased usage of the San Jose Power
Station in Guatemala, offset by increased financing costs. The Commonwealth
Chesapeake Station began commercial operation in the second half of 2000 and is
normally used for summer peak loads, but a special need for power in the PJM
market due to transmission constraints allowed the plant to run a significant
amount this winter. The asset valuation adjustment was made related to its
minority interests in smaller international projects.
TECO Transport reported net income of $8.4 million in the quarter, compared with
$8.0 million for the same period last year, which included approximately $1.5
million associated with the disposition of equipment. Higher grain shipments to
Puerto Rico, continued strong government grain shipments and higher northbound
river volumes more than offset the effects of lower shipments for Tampa Electric
as a result of weather conditions.
TECO Coal achieved net income of $14.0 million, up from $0.5 million last year.
These results included increased conventional coal production from the Perry
County Coal operations that were acquired late last year, and synthetic fuel
facilities which were not in operation in last year's first quarter.
TECO Energy's other unregulated companies recorded net income of $11.3 million
for the quarter, compared to $6.1 million for the same period in 2000. For the
quarter, TECO Coalbed Methane achieved higher earnings, as higher gas prices
more than offset the impact of normal production declines. TECO Propane Ventures
benefited from the combination with Heritage Propane and colder winter weather.
SECTION 29 TAX CREDITS
As reported in TECO Energy's Annual Report on Form 10-K for the year ended
December 31, 2000, during the fourth quarter of 2000 the U.S. Treasury suspended
advance rulings by the Internal Revenue Service with respect to synthetic fuel
production facilities to permit the Treasury and the Service to review specified
legal issues regarding the application of this credit.
On April 20, 2001, the Internal Revenue Service issued Revenue Procedure 2001-30
in which the Service reconfirmed its position that the significant chemical
change standard of Rev. Rule 86-100 is the correct standard to be applied in
determining whether fuel produced from coal is a solid synthetic fuel and
announced its decision to resume the issuance of private letter rulings relating
to Section 29 tax credits for synthetic fuel production if certain conditions
are met.
TECO Coal believes that its synthetic fuel production facilities operate in
compliance with the requirements of Section 29 of the Internal Revenue Code.
With the publication of the revenue procedure, TECO Coal will likely move
forward with its request for a private letter ruling regarding its synthetic
coal production facilities. TECO Coal is still evaluating the effect of the
specifics of the revenue procedure on its operating procedures and, along with
other companies in the synthetic fuel industry, is seeking clarification from
the Service prior to the May 7, 2001 effective date. Until these efforts are
concluded, TECO Coal is not able to predict with certainty the overall impact of
the revenue procedure on TECO Coal. In 2000, TECO Coal produced more than 1.9
million tons of synthetic fuel resulting in a net benefit of approximately $30
million.
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CAPITALIZATION
The following table summarizes the historical capitalization of TECO Energy and
its subsidiaries at December 31, 2000, and its capitalization as adjusted to
reflect the issuance and sale of $400 million aggregate principal amount of
notes contemplated by this prospectus supplement and our application of the net
proceeds in the manner described in "Use of Proceeds." The long-term debt shown
does not include $237.3 million of long-term debt due within one year.
DECEMBER 31, 2000
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ACTUAL PROFORMA
AMOUNTS AS ADJUSTED
-------- -----------
($ IN MILLIONS)
Cash and cash equivalents................................... $ 99.6 $ 99.6
======== ========
Short-term debt............................................. 1,208.9 581.0(1)
Long-term debt.............................................. 1,374.6 1,773.5
Redeemable preferred securities............................. 200.0 200.0
Common equity............................................... $1,559.5 $1,791.4(1)
-------- --------
Total capitalization.............................. $4,343.0 $4,345.9
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(1) Reflects TECO Energy's completion in March 2001 of a public offering of
8,625,000 shares of common stock at $27.75 per share, with net proceeds to
TECO Energy of approximately $231.9 million.
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SELECTED HISTORICAL FINANCIAL INFORMATION
The table below presents selected historical consolidated income statement data,
cash flow information and balance sheet data of TECO Energy and its
subsidiaries. We derived this information from the audited financial statements
for the years ended December 31, 1997 through December 31, 2000. This
information is only a summary. You should read it in connection with our
historical financial statements and related notes and the "Management's
Discussion and Analysis of Financial Condition and Results of Operations," which
are incorporated by reference in this document. See "Where You Can Find More
Information" on page 14 of the accompanying prospectus.
YEAR ENDED DECEMBER 31,
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2000 1999 1998 1997
-------- -------- -------- --------
($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA
Operating revenues................................ $2,295.1 $1,983.0 $1,955.7 $1,860.8
Operating income.................................. 413.6 423.6 401.3 412.7
Net income from continuing operations (excluding
non-recurring charges).......................... 250.9 220.5 223.8 216.8
Earnings per share (basic) from continuing
operations (excluding non-recurring charges).... $ 1.99 $ 1.68 $ 1.70 $ 1.66
Dividends paid per share.......................... $ 1.330 $ 1.285 $ 1.225 $ 1.165
CASH FLOW INFORMATION
EBITDA(1)......................................... $ 681.8 $ 655.8 $ 634.3 $ 644.4
Cash interest, net of amounts capitalized......... 166.7 116.9 99.3 115.5
Capital expenditures.............................. 688.4 426.1 296.1 212.6
Cash flow from operations......................... 381.2 381.3 495.4 350.8
Cash flow from investing activities............... (1,044.7) (504.9) (390.9) (210.4)
Cash flow from financing activities............... 665.6 204.2 (98.2) (145.7)
AS OF DECEMBER 31,
--------------------------------------------
2000 1999 1998 1997
-------- -------- -------- --------
($ IN MILLIONS)
BALANCE SHEET DATA
Total assets...................................... $5,676.2 $4,690.1 $4,179.3 $3,960.4
Capitalization:
Short-term debt................................. 1,208.9 813.7 319.0 447.5
Long-term debt(2)............................... 1,374.6 1,207.8 1,279.6 1,080.2
Redeemable preferred securities................. 200.0 -- -- --
Common shareholders equity excluding the effects
of unearned compensation..................... 1,559.5 1,472.5 1,569.2 1,512.2
Total capitalization.............................. 4,343.0 3,494.0 3,167.8 3,039.9
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(1) EBITDA is defined as operating income before depreciation and amortization
(excludes other income and income taxes). EBITDA is not a measure of
performance under GAAP. While EBITDA should not be considered as a
substitute for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or as a
measure of profitability or liquidity, management understands that EBITDA is
customarily used as a measure in evaluating companies.
(2) Long-term debt excludes amounts due within one year of $237.3 million,
$155.8 million, $36.0 million and $12.7 million for 2000, 1999, 1998 and
1997, respectively.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth TECO Energy's consolidated ratio of earnings to
fixed charges for the periods indicated.
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------
2000 1999 1998 1997 1996
----- ----- ----- ----- -----
2.55x 3.25x(1) 3.67x(2) 3.77x(3) 3.72x
For the purposes of calculating these ratios, earnings consist of income from
continuing operations before income taxes and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt premium, the interest
component of rentals and preferred stock dividend requirements of consolidated
subsidiaries.
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(1) Includes the effect of non-recurring pretax charges totaling $21.0 million
recorded at Tampa Electric, TECO Investments, Inc. and TECO Energy. The
effect of these charges was to reduce the ratio of earnings to fixed
charges. Had these charges been excluded from the calculation, the ratio of
earnings to fixed charges would have been 3.60x for the year ended December
31, 1999.
(2) Includes the effect of the non-recurring pretax charges totaling $30.5
million associated with write-offs at TECO Coal and Tampa Electric, and $.6
million pretax of merger-related costs. The effect of these charges was to
reduce the ratio of earnings to fixed charges. Had these charges been
excluded from the calculation, the ratio of earnings to fixed charges would
have been 3.95x for the year ended December 31, 1998.
(3) Includes a $2.6 million pretax charge for all costs associated with the
mergers completed in June 1997. The effect of this charge was to reduce the
ratio of earnings to fixed charges. Had this charge been excluded from the
calculation, the ratio of earnings to fixed charges would have been 3.79x
for the year ended December 31, 1997.
USE OF PROCEEDS
We estimate that the net proceeds (after deducting underwriting discounts and
commissions and estimated offering expenses) from the offering of the 7.20%
Notes Due 2011 will be approximately $396.0 million. We expect to use the net
proceeds from the offering of the notes to repay short-term indebtedness of TECO
Finance, Inc., our finance subsidiary, and for general corporate purposes.
Pending such uses, we will invest the net proceeds in short-term money market
instruments. At March 31, 2001, we had no short-term indebtedness outstanding
and TECO Finance had $857.1 million in short-term indebtedness outstanding with
various remaining terms until maturity of 32 days or less and with fixed
interest rates ranging from 5.1% to 5.6%.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes that we are
offering supplements the description of the general terms of the debt securities
under the caption "Description of Debt Securities" in the accompanying
prospectus. Capitalized terms not defined in this prospectus supplement are
defined in the indenture, dated as of August 17, 1998, as amended and
supplemented by the fourth supplemental indenture thereto, between us and The
Bank of New York as trustee.
The following summaries of certain provisions of the indenture do not purport to
be complete, and are subject to, and are qualified in their entirety by
reference to, the provisions of the indenture, which has been filed with the SEC
as an exhibit to the Registration Statement of which the prospectus forms a
part. The indenture provides for the issuance from time to time of various
series of debt securities, including the notes. Each series may differ as to
terms, including maturity, interest rate, redemption and sinking fund
provisions, covenants, and events of default. For purposes of the following
description, unless otherwise
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indicated, a business day is any day that is not a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to close.
GENERAL
The notes offered hereby will be our unsubordinated and unsecured obligations
and will rank equally in right of payment with all of our other unsubordinated
and unsecured indebtedness. The notes will not limit other indebtedness or
securities that we or any of our subsidiaries may incur or issue or contain
financial or similar restrictions on us or any of our subsidiaries. The notes do
not have a sinking fund. We may, without the consent of the holders of the
notes, issue additional notes having the same ranking and the same interest
rate, maturity and other terms as the notes. Any additional notes having such
similar terms, together with the notes, may constitute a single series of notes
under the indenture.
The notes will be issued in fully registered form, without coupons, in minimum
denominations of $1,000 or integral multiples of $1,000 in excess thereof. The
notes will be initially issued as global securities. See "-- Book-Entry,
Delivery and Form" below for additional information concerning the notes and the
book-entry system. The Depository Trust Company ("DTC") will be the depositary
with respect to the notes. Settlement of the sale of the notes to the
underwriters will be in immediately available funds. The notes will trade in
DTC's Same-Day Funds Settlement System until maturity or earlier redemption, as
the case may be, and secondary market trading activity in the notes will
therefore settle in immediately available funds. We will make all payments of
principal and interest in immediately available funds to DTC in The City of New
York.
PRINCIPAL AND MATURITY
The notes will be limited initially to $400,000,000 in aggregate principal
amount and will mature on May 1, 2011.
INTEREST
The notes will bear interest at 7.20% per year (computed based on a 360-day year
consisting of twelve 30-day months) for the period from issuance to, but
excluding, May 1, 2011. Interest on the notes will be payable semi-annually on
May 1 and November 1 of each year, commencing November 1, 2001. Interest
payments will be made to the persons in whose names the notes are registered on
the 15th calendar day (whether or not a Business Day) immediately preceding the
related interest payment date.
OPTIONAL REDEMPTION
The notes are redeemable, in whole or in part, at any time, and at our option,
at a redemption price equal to the greater of:
- 100% of the principal amount of notes then outstanding to be redeemed, or
- the sum of the present values of the remaining scheduled payments of principal
and interest on the notes then outstanding to be redeemed (not including any
portion of such payments of interest accrued as of the redemption date)
discounted to the redemption date on a semiannual basis (computed based on a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury
Rate, plus 25 basis points, as calculated by an Independent Investment Banker,
plus, in both of the above cases, accrued and unpaid interest thereon to the
redemption date.
We will mail a notice of redemption at least 30 days but no more than 60 days
before the redemption date to each holder of notes to be redeemed. If we elect
to partially redeem the notes, the trustee will select in a fair and appropriate
manner the notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions thereof
called for redemption.
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"Adjusted Treasury Rate" means, with respect to any redemption date:
- the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, as defined below,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Adjusted Treasury Rate
will be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month); or
- if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
The Adjusted Treasury Rate will be calculated on the third business day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the notes to be redeemed that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such notes (the "Remaining Life").
"Comparable Treasury Price" means (1) the average of five Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means Chase Securities Inc. and its successors,
or if that firm is unwilling or unable to serve as such, an independent
investment and banking institution of national standing appointed by us.
"Reference Treasury Dealer" means:
- Chase Securities Inc. and its successors; provided that, if Chase Securities
Inc. ceases to be a primary U.S. Government securities dealer in New York City
(Primary Treasury Dealer), we will substitute another Primary Treasury Dealer;
and
- up to four other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.
BOOK-ENTRY, DELIVERY AND FORM
The notes will be issued in the form of one or more securities in global form.
Each global security will be deposited on the date of the closing of the sale of
the notes with, or on behalf of DTC, and registered in the name of Cede & Co.,
as DTC's nominee.
DTC is a limited-purpose trust company created to hold securities for its
participants and to facilitate the clearance and settlement of transactions in
those securities between those participants through electronic book-entry
changes in accounts of the participants. DTC's participants include securities
brokers and dealers, banks, trust companies, clearing corporations and other
organizations. Access to DTC's system is
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also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly (referred to as the "indirect
participants"). Persons who are not participants may beneficially own securities
held by or on behalf of DTC only through the participants or the indirect
participants. The ownership interest and transfer of ownership interest of each
actual purchaser of each security held by or on behalf of DTC are recorded on
the records of the participants and indirect participants.
We expect that under procedures established by DTC, (1) upon deposit of the
global securities, DTC will credit the accounts of participants designated by
the underwriters with portions of the principal amount of the global securities
and (2) ownership of such interests in the global securities will be shown on,
and the transfer of ownership thereof will be effected only through, records
maintained by DTC (with respect to the participants) or by the participants and
the indirect participants (with respect to other owners of beneficial interests
in the global securities).
Investors in the global securities may hold their interests directly through DTC
if they are participants in that system, or indirectly through organizations
which are participants in that system. All interests in a global security may be
subject to the procedures and requirements of DTC. The laws of some states
require that some persons take physical delivery in certificated form of
securities that they own. Consequently, the ability to transfer beneficial
interests in a global security to those persons will be limited to that extent.
Because DTC can act only on behalf of participants, which in turn act on behalf
of indirect participants and some banks, the ability of a person with beneficial
interests in a global security to pledge that interest to persons that do not
participate in the DTC system, or to take other actions regarding that interest,
may be affected by the lack of a physical certificate evidencing those
interests.
Except as described below, owners of interests in the global securities will not
have notes registered in their name, will not receive physical delivery of notes
in certificated form and will not be considered the registered owners or holders
of notes for any purpose.
Payments on the global securities registered in the name of DTC or its nominee
will be payable by the trustee to DTC in its capacity as the registered holder
under the indenture. Under the terms of the indenture, the trustee will treat
the persons in whose names the notes, including the global securities, are
registered, as the owners for the purpose of receiving those payments and for
any and all other purposes.
Consequently, neither the trustee nor any agent of the trustee has or will have
any responsibility or liability for:
- any aspect of DTC's records or any participant's or indirect participant's
records relating to, or payments made on account of beneficial ownership
interests in the, global security or for maintaining, supervising or reviewing
any of DTC's records or any participant's or indirect participant's records
relating to the beneficial ownership interests in the global security or
- any other matter relating to the actions and practices of DTC or any of its
participants or indirect participants.
DTC's current practice, upon receipt of any payment on securities such as the
notes, is to credit the accounts of the relevant participants with the payment
on the payment date, in amounts proportionate to their respective holdings in
principal amounts of beneficial interests in the relevant security as shown on
the records of DTC unless DTC has reason to believe it will not receive payment
on the payment date. Payments by the participants and the indirect participants
to the beneficial owners of the notes will be governed by standing instructions
and customary practices and will be the responsibility of the participants or
the indirect participants and will not be the responsibility of DTC, the trustee
or us. Neither we nor the trustee will be liable for any delay by DTC or any of
its participants in identifying the beneficial owners of the notes, and we and
the trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.
DTC will take any action permitted to be taken by a holder of the notes only at
the direction of one or more participants to whose account with DTC interests in
the global securities are credited and only in
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respect of such portion of the notes as to which the participant or participants
has or have given such direction. However, if there is an Event of Default, DTC
reserves the right to exchange the global securities for notes in certificated
form and to distribute the notes to its participants.
A global security is exchangeable for notes in registered certificated form if:
- DTC notifies us that it is unwilling or unable to continue as clearing agency
for the global securities or has ceased to be a clearing agency registered
under the Securities Exchange Act of 1934 and we fail to appoint a successor
clearing agency,
- we in our sole discretion elect to cause the issuance of definitive
certificated notes, or
- there has occurred and is continuing an event of default under the indenture.
The information in this section concerning DTC and its book-entry system has
been obtained from sources that we believe to be reliable, but we have not
independently determined the accuracy thereof. We will not have any
responsibility for the performance by DTC or its participants of their
obligations under the rules and procedures governing their operations.
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
Under current Federal income tax law, the defeasance of the notes as described
in the accompanying prospectus 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.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement, dated the date of this prospectus supplement, the underwriters named
below have agreed to purchase, and we have agreed to sell to them, severally,
the principal amount of the notes set forth opposite their names below.
PRINCIPAL AMOUNT
NAME OF NOTES
---- ----------------
Chase Securities Inc........................................ $200,000,000.00
BNY Capital Markets, Inc.................................... 66,666,666.67
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 66,666,666.67
SunTrust Equitable Securities Corporation................... 66,666,666.67
---------------
Total............................................. $400,000,000.00
===============
The underwriting agreement provides that the obligations of the several
underwriters to purchase and pay for the notes are subject to, among other
things, the approval of certain legal matters by their counsel and certain other
conditions. The underwriters are obligated to take and pay for all of the notes
if any are taken.
The underwriters initially propose to offer the notes directly to the public at
the public offering price set forth on the cover page hereof and to certain
dealers at a price that represents a concession not in excess of 0.400% of the
principal amount of the notes. Any underwriter may allow, and any such dealers
may reallow, a concession to certain other dealers not to exceed 0.250% of the
principal amount of the notes. After the initial offering of the notes, the
offering price and other selling terms may from time to time be varied by the
underwriters.
We estimate that our total offering expenses, not including the underwriting
discount, will be approximately $300,000.
We have agreed to indemnify each of the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The notes are a new issue of securities and there is no established trading
market for the notes. We do not intend to apply for listing of the notes on a
national securities exchange, but have been advised by the underwriters that
they intend to make a market in the notes. The underwriters are not obligated,
however, to do so and may discontinue their market making at any time without
notice. No assurance can be given as to the liquidity of any trading market for
the notes.
In connection with the offering of the notes, the underwriters may engage in
overallotment, stabilizing transactions and syndicate covering transactions in
accordance with Regulation M under the Securities Exchange Act of 1934.
Overallotment involves sales in excess of the offering size, which creates a
short position for the underwriters. Stabilizing transactions involve bids to
purchase notes in the open market for the purpose of pegging, fixing or
maintaining the price of the notes. Syndicate covering transactions involve
purchases of the notes in the open market after the distribution has been
completed in order to cover short positions. Stabilizing transactions and
syndicate covering transactions may cause the price of the notes to be higher
than it would otherwise be in the absence of those transactions. If the
underwriters engage in stabilizing or syndicate covering transactions, they may
discontinue them at any time.
Certain of the underwriters and their affiliates engage in various general
financing and banking transactions with us and our affiliates.
JPMorgan, a division of Chase Securities Inc., will make securities available
for distribution on the Internet through a proprietary web site and/or a
third-party system operated by Market Axess Inc., an internet-based
communications technology provider. Market Axess Inc. is providing the system as
a conduit for communications between JPMorgan and its customers and is not a
party to this offering. We
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do not believe that Market Axess Inc. will function as an underwriter or agent
of this offering, nor do we believe that Market Axess Inc. will act as a broker
for any customer of JPMorgan. Market Axess Inc. is a registered broker-dealer
and will receive compensation from JPMorgan based on transactions conducted
through the system. JPMorgan will make the securities available to its customers
through the Internet distributions, whether made through a proprietary or third
party channel, on the same terms as distributions made through other channels.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of the
notes offered hereby. Certain matters will be passed upon for the underwriters
by Ropes & Gray, Boston, Massachusetts.
EXPERTS
The consolidated financial statements incorporated in this prospectus supplement
by reference to the Annual Report on Form 10-K of TECO Energy for the year ended
December 31, 2000 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
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PROSPECTUS
TECO ENERGY, INC.
Debt Securities, Preferred Stock, Common Stock and Warrants
------------------------
We plan to offer to the public from time to time:
- debt securities consisting of debentures, notes or other evidences of
indebtedness,
- preferred stock,
- common stock,
- and warrants to purchase common stock, preferred stock or debt securities.
Our common stock trades on The New York Stock Exchange under the symbol "TE".
This prospectus provides you with a general description of the securities we may
offer. We may offer the securities as separate series, in amounts, prices and on
terms determined at the time of the sale. When we offer securities, we will
provide a prospectus supplement or a term sheet describing the terms of the
specific issue, including the offering price of the securities. You should read
both this prospectus and any prospectus supplement or term sheet, together with
the additional information described under the heading "Where You Can Find More
Information" beginning on page 14 of this prospectus, before you make your
investment decision.
We will sell the securities to underwriters or dealers, through agents, or
directly to investors.
------------------------
Neither the SEC nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
------------------------
The date of this prospectus is February 20, 2001
TECO Energy, Inc. - 702 North Franklin Street - Tampa, Florida 33602 - (813)
228-4111
18
TABLE OF CONTENTS
PAGE
----
RISK FACTORS................................................ 1
FORWARD LOOKING STATEMENTS.................................. 1
TECO ENERGY................................................. 2
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS................................................. 2
DESCRIPTION OF DEBT SECURITIES.............................. 3
DESCRIPTION OF PREFERRED STOCK.............................. 7
DESCRIPTION OF COMMON STOCK................................. 9
ANTI-TAKEOVER EFFECTS OF OUR ARTICLES OF INCORPORATION AND
BYLAWS, FLORIDA LAW AND OUR RIGHTS PLAN................... 9
DESCRIPTION OF WARRANTS, AND OTHER PURCHASE RIGHTS.......... 11
USE OF PROCEEDS............................................. 13
PLAN OF DISTRIBUTION........................................ 13
LEGAL MATTERS............................................... 14
EXPERTS..................................................... 14
WHERE YOU CAN FIND MORE INFORMATION......................... 14
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RISK FACTORS
For any securities offered and sold under this prospectus, we will include risk
factors, if appropriate, in the applicable prospectus supplement or term sheet
relating to those securities.
FORWARD LOOKING STATEMENTS
This prospectus, any prospectus supplement or term sheet, and the documents we
have incorporated by reference may contain forward looking statements. Such
statements relate to future events or our future financial performance. We use
words such as "anticipate," "believe," "expect," "intend," "may," "project,"
"will" or other similar words to identify forward looking statements.
Without limiting the foregoing, any statements relating to our
- anticipated capital expenditures;
- future cash flows and borrowings;
- potential future merger opportunities; and
- sources of funding
are forward looking statements. These forward looking statements are based on
numerous assumptions that we believe are reasonable, but they are open to a wide
range of uncertainties and business risks and actual results may differ
materially from those discussed in these statements.
Among the factors that could cause actual results to differ materially are:
- our ability to successfully complete our projects on schedule and within
budget;
- our ability to find and successfully implement attractive investments in
unregulated businesses;
- interest rates and other factors that could impact our ability to obtain
access to sufficient capital on satisfactory terms;
- variations in weather conditions affecting energy sales and operating costs;
- potential competitive changes in the electric and gas industries, particularly
in the area of retail competition;
- commodity price changes, including energy price changes affecting our merchant
plants;
- changes in environmental regulation that may impose additional costs or
curtail some of our activities;
- our ability to successfully develop, construct, finance and operate our
independent power projects on schedule and within budget;
- federal and state regulatory initiatives that increase competition or costs,
threaten investment recovery, or impact rate structure;
- the degree to which we are able to successfully develop and operate our
diversified businesses and our ability to operate our synthetic fuel
production facilities in a manner qualifying for Section 29 federal income tax
credits;
- available sources and costs of commodities; and
- inflationary trends, interest rates and other general economic conditions,
particularly those affecting energy sales in our service area.
When considering forward looking statements, you should keep in mind the
cautionary statements in this prospectus, any prospectus supplement or term
sheet and the documents incorporated by reference, including the information
included in our Current Report on Form 8-K dated February 20, 2001 under the
caption "Investment Considerations."
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TECO ENERGY
We are an electric and gas utility holding company with important diversified
activities. Our diversified businesses include independent power generation and
distribution, marine transportation, coal mining, natural gas production from
coalbeds, the marketing of natural gas, energy services and engineering and,
indirectly, the sale of propane gas. Our operating companies have facilities in
several states and Central America. You can find a more complete description of
our business and recent activities in the documents listed under "Where You Can
Find More Information." The address of our principal executive office is 702
North Franklin Street, Tampa, Florida 33602 and the telephone number is (813)
228-4111.
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratios of earnings to fixed
charges and preferred stock dividends for the periods shown. If any series of
debt or preferred stock securities should be used to repay our outstanding debt
or retire other securities, we will present a pro forma ratio in the applicable
prospectus supplement or term sheet if the change in a ratio would be ten
percent or greater. For the purposes of calculating these ratios, earnings
consist of income from continuing operations before income taxes and fixed
charges. Fixed charges consist of interest on indebtedness, amortization of debt
premium, the interest component of rentals and preferred stock dividend
requirements of consolidated subsidiaries.
NINE MONTHS TWELVE MONTHS YEAR ENDED DECEMBER 31,
ENDED ENDED ---------------------------------------------
SEPT. 30, 2000 SEPT. 30, 2000 1999 1998 1997 1996 1995
-------------- -------------- ----- ----- ----- ----- -----
Ratio of Earnings to Fixed
Charges................... 2.77x 2.73x(1) 3.25x(2) 3.67x(3) 3.77x(4) 3.72x 3.50x
Ratio of Earnings to Fixed
Charges and Preferred
Stock Dividends........... 2.77x 2.73x(1) 3.25x(2) 3.67x(3) 3.77x(4) 3.72x 3.50x
---------------
(1) Includes the effect of a non-recurring pretax charge totaling $3.5 million
recorded in the fourth quarter of 1999 at Tampa Electric Company to resolve
litigation filed by the U.S. Environmental Protection Agency. 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 2.76x for the twelve-month period ended September
30, 2000.
(2) Includes the effect of non-recurring pretax charges totaling $21.0 million
recorded in the third and fourth quarters of 1999. The effect of these
charges was to reduce the ratio of earnings to fixed charges. Had these
charges been excluded from the calculation, the ratio of earnings to fixed
charges would have been 3.60x for the year ended December 31, 1999.
(3) Includes the effect of the non-recurring pretax charges totaling $30.5
million associated with write-offs at TECO Coal Corporation, a wholly-owned
subsidiary of TECO Energy, and Tampa Electric Company, and $0.6 million
pretax of merger-related costs. The effect of these charges was to reduce
the ratio of earnings to fixed charges. Had these charges been excluded from
the calculation, the ratio of earnings to fixed charges would have been
3.95x for the year ended December 31, 1998.
(4) Includes a $2.6 million pretax charge for all costs associated with the
mergers completed in June 1997. The effect of this charge was to reduce the
ratio of earnings to fixed charges. Had this charge been excluded from the
calculation, the ratio of earnings to fixed charges would have been 3.79x
for the year ended December 31, 1997.
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DESCRIPTION OF DEBT SECURITIES
The debt securities will be unsecured and, unless indicated otherwise in the
applicable prospectus supplement or term sheet, will rank on parity with all our
other unsecured and unsubordinated indebtedness. We will issue debt securities
in one or more series under an indenture dated as of August 17, 1998 between us
and The Bank of New York, as trustee. We filed the indenture as an exhibit to
the registration statement of which this prospectus is a part. The following
description of the terms of the debt securities summarizes only the material
terms of the debt securities. The description is not complete, and we refer you
to the indenture, which we incorporate by reference.
GENERAL
The indenture does not limit the aggregate principal amount of the debt
securities or of any particular series of debt securities that we may issue
under it. We do not need to issue debt securities of any series at the same time
nor must the debt securities within any series bear interest at the same rate or
mature on the same date.
Each time that we issue a new series of debt securities, the prospectus
supplement or term sheet relating to that new series will describe the
particular amount, price and other terms of those debt securities. These terms
may include:
- the title of the debt securities;
- any limit on the total principal amount of the debt securities;
- the date or dates on which the principal of the debt securities will be
payable or the method by which such date or dates will be determined;
- the rate or rates at which the debt securities will bear interest, if any, or
the method by which such rate or rates will be determined, and the date or
dates from which any such interest will accrue;
- the dates on which any such interest will be payable and the record dates, if
any, for any such interest payments;
- if applicable, whether we may extend the interest payment periods and, if so,
the permitted duration of any such extensions;
- the place or places where the principal of and interest on the debt securities
will be payable;
- any obligation we may have to redeem or purchase the debt securities pursuant
to any sinking fund, purchase fund or analogous provision or at the option of
the holder and the terms and conditions on which the debt securities may be
redeemed or purchased pursuant to an obligation;
- the denominations in which we will issue the debt securities, if other than
denominations of $1,000;
- the terms and conditions, if any, on which we may redeem the debt securities;
- the currency, currencies or currency units in which we will pay the principal
of and any premium and interest on the debt securities, if other than U.S.
dollars, and the manner of determining the equivalent in U.S. dollars;
- whether we will issue any debt securities in whole or in part in the form of
one or more global securities and, if so, the identity of the depositary for
the global security and any provisions regarding the transfer, exchange or
legending of any such global security if different from those described below
under the caption "Global Securities";
- any addition to, change in or deletion from the events of default or covenants
described in this prospectus with respect to the debt securities and any
change in the right of the trustee or the holders to declare the principal
amount of the debt securities due and payable;
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- any index or formula used to determine the amount of principal of or any
premium or interest on the debt securities and the manner of determining any
such amounts;
- any terms relating to the conversion of the debt security into our common
stock, preferred stock or other security issuable by us;
- any subordination of the debt securities to any other indebtedness of ours;
and
- other material terms of the debt securities.
Unless the prospectus supplement or term sheet relating to the issuance of a
series of debt securities indicates otherwise, the debt securities will have the
following characteristics:
We will issue debt securities only in fully registered form, without coupons, in
denominations of $1,000 or multiples of $1,000. We will not charge a service fee
for the registration, transfer or exchange of debt securities, but we may
require a payment sufficient to cover any tax or other governmental charge
payable in connection with registration, transfer or exchange.
The principal of, and any premium and interest on, any debt securities will be
payable at the corporate trust office of The Bank of New York in New York, New
York. Debt securities will be exchangeable and transfers thereof will be
registrable at this corporate trust office. Payment of any interest due on any
debt security will be made to the person in whose name the debt security is
registered at the close of business on the regular record date for interest.
We will have the right to redeem the debt securities only upon written notice
mailed between 30 and 60 days prior to the redemption date.
If we plan to redeem the debt securities, before the redemption occurs, we are
not required to:
- issue, register the transfer of, or exchange any debt security of that series
during the period beginning 15 days before we mail the notice of redemption
and ending on the day we mail the notice; or
- after we mail the notice of redemption, register the transfer of or exchange
any debt security selected for redemption, except if we are only redeeming a
part of a debt security, we are required to register the transfer of or
exchange the unredeemed portion of the debt security if the holder so
requests.
We may offer and sell debt securities at a substantial discount below their
principal amount. We will describe any applicable special federal income tax and
other considerations, if any, in the relevant prospectus supplement or term
sheet. We may also describe certain special federal income tax or other
considerations, if any, applicable to any debt securities that are denominated
in a currency or currency unit other than U.S. dollars in the relevant
prospectus supplement or term sheet.
The debt securities do not provide special protection in the event we are
involved in a highly leveraged transaction.
The debt securities are obligations exclusively of TECO Energy, Inc., which, as
a holding company, has no material assets other than its ownership of the common
stock of its subsidiaries, including Tampa Electric Company. We will rely
entirely upon distributions from our subsidiaries to meet the payment
obligations under the debt securities. Our subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay
amounts due under the debt securities or otherwise to make any funds available
to us including the payment of dividends or other distributions or the extension
of loans or advances. Furthermore, the ability of our subsidiaries to make any
payments to us would be dependent upon the terms of any credit facilities of the
subsidiaries and upon the subsidiaries' earnings, which are subject to various
business risks. In a bankruptcy or insolvency proceeding, claims of holders of
the debt securities would be satisfied solely from our equity interests in our
subsidiaries remaining after the satisfaction of claims of creditors of the
subsidiaries. Accordingly, the debt securities are effectively subordinated to
existing and future liabilities of our subsidiaries to their respective
creditors.
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GLOBAL SECURITIES
If we decide to issue debt securities in the form of one or more global
securities, then we will register the global securities in the name of the
depositary for the global securities or the nominee of the depositary and the
global securities will be delivered by the trustee to the depositary for credit
to the accounts of the holders of beneficial interests in the debt securities.
The prospectus supplement or term sheet will describe the specific terms of the
depositary arrangement for debt securities of a series that are issued in global
form. None of our company, the trustee, any payment agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a global debt security or for maintaining, supervising or reviewing
any records relating to these beneficial ownership interests.
CONSOLIDATION, MERGER, ETC.
We will not consolidate or merge with or into any other corporation or other
organization, or sell, convey or transfer all or substantially all of our assets
to any individual or organization, unless:
- the successor is an individual or organization organized under the laws of the
United States or any state thereof or the District of Columbia or, upon the
effectiveness of the currently proposed amendment to the indenture, under the
laws of a foreign jurisdiction and such successor consents to the jurisdiction
of the courts of the United States or any state thereof;
- the successor or transferee expressly assumes our obligations under the
indenture; and
- the consolidation, merger, sale or transfer does not cause the occurrence of a
default under the indenture.
Upon the assumption by the successor of our obligations under the indenture and
the debt securities issued thereunder, and the satisfaction of any other
conditions required by the indenture, the successor will succeed to and be
substituted for us under the indenture.
MODIFICATION OF THE INDENTURE
The indenture provides that we or the trustee may modify or amend its terms with
the consent of (i) the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of each affected series and
(ii) 66 2/3% in aggregate principal amount of the outstanding debt securities of
all affected series. However, without the consent of each holder of all of the
outstanding debt securities affected by that modification, we may not:
- change the date stated on the debt security on which any payment of principal
or interest is stated to be due;
- reduce the principal amount or any premium or interest on, any debt security,
including in the case of a discounted debt security, the amount payable upon
acceleration of the maturity thereof;
- change the place of payment or currency of payment of principal of, or
premium, if any, or interest on, any debt security;
- impair the right to institute suit for the enforcement of any payment on or
with respect to any debt security after the stated maturity (or, in the case
of redemption, on or after the redemption date); or
- reduce the percentage in principal amount of outstanding debt securities of
any series, the consent of the holders of which is required for modification
or amendment of the indenture, for waiver of compliance with some provisions
of the indenture or for waiver of some defaults.
Under limited circumstances and only upon the fulfillment of conditions, we and
the trustee may make modifications and amendments of the indenture without the
consent of any holders of the debt securities.
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The holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of any series may waive any past default under the
indenture with respect to that series except:
- a default in the payment of principal of, or any premium or interest on, any
debt security of that series;
- in respect of a covenant or provision under the indenture which cannot be
modified or amended without the consent of the holder of each outstanding debt
security of the affected series.
EVENTS OF DEFAULT
An event of default with respect to debt securities of any series issued under
the indenture is any one of the following events (unless inapplicable to the
particular series, specifically modified or deleted as a term of such series or
otherwise modified or deleted in an indenture supplemental to the indenture):
- we fail to pay any interest on any debt security of that series when due, and
such failure has continued for 30 days;
- we fail to pay principal of or premium, if any, on any debt security of that
series when due;
- we fail to deposit any sinking fund payment in respect of any debt security of
that series when due, and such failure has continued for 30 days;
- we fail to perform any other covenant in the indenture (other than a covenant
included in the indenture solely for the benefit of a series of debt
securities other than that series), and such failure has continued for 90 days
after we receive written notice as provided in the indenture;
- events of bankruptcy, insolvency or reorganization; and
- any other event defined as an event of default with respect to debt securities
of a particular series.
If an event of default with respect to any series of debt securities occurs and
is continuing, the trustee or the holders of not less than 25% in principal
amount of the outstanding debt securities of that series may declare the
principal amount (or, if any debt securities of that series are discounted debt
securities, a portion of the principal amount that the terms of the series may
specify) of all debt securities of that series to be immediately due and
payable. Under some circumstances, the holders of a majority in principal amount
of the outstanding debt securities of that series may rescind and annul that
declaration and its consequences. The prospectus supplement or term sheet
relating to any series of debt securities which are discounted debt securities
will specify the particular provisions relating to acceleration of a portion of
the principal amount of the discounted debt securities upon the occurrence of an
event of default and the continuation of the event of default.
Subject to the provisions of the indenture relating to the duties of the trustee
in case an event of default occurs and is continuing, the trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request or direction of any of the holders unless the holders have offered to
the trustee reasonable security or indemnity. Subject to such provisions for
security and indemnification of the trustee and other rights of the trustee, the
holders of a majority in principal amount of the outstanding debt securities of
any series have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the debt securities of that
series.
The holder of any debt security will have an absolute and unconditional right to
receive payment of the principal of and any premium and, subject to limitations
specified in the indenture, interest on such debt security on its stated
maturity date (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any of these payments.
We must furnish to the trustee an annual statement that to the best of our
knowledge we are not in default in the performance and observance of any terms,
provisions or conditions of the indenture or, if there has been such a default,
specifying each default and its status.
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SATISFACTION AND DISCHARGE OF THE INDENTURE
We will have satisfied and discharged the indenture and it will cease to be in
effect (except as to our obligations to compensate, reimburse and indemnify the
trustee pursuant to the indenture and some other obligations), when we deposit
or cause to be deposited with the trustee, in trust, an amount sufficient to pay
and discharge the entire indebtedness on the debt securities not previously
delivered to the trustee for cancellation, for the principal (and premium, if
any) and interest to the date of the deposit (or to the stated maturity date or
earlier redemption date for debt securities that have been called for
redemption).
DEFEASANCE OF DEBT SECURITIES
Unless otherwise provided in the prospectus supplement or term sheet for a
series of debt securities, we may cause ourself (subject to the terms of the
indenture) to be discharged from any and all obligations with respect to any
debt securities or series of debt securities (except for certain obligations to
register the transfer or exchange of such debt securities, to replace such debt
securities if stolen, lost or mutilated, to maintain paying agencies and to hold
money for payment in trust) on and after the date the conditions set forth in
the indenture are satisfied. Such conditions include the deposit with the
trustee, in trust for such purpose, of money and/or U.S. government obligations,
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide money in an amount sufficient to pay
the principal of and any premium and interest on such debt securities on the
stated maturity date of such payments or upon redemption, as the case may be, in
accordance with the terms of the indenture and such debt securities.
THE TRUSTEE
The trustee is The Bank of New York, which maintains banking relationships with
us in the ordinary course of business and serves as trustee under other
indentures with us and some of our affiliates.
GOVERNING LAW
The indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
DESCRIPTION OF PREFERRED STOCK
We currently have authorized 10,000,000 shares of undesignated preferred stock,
$1.00 par value per share, none of which were issued and outstanding as of the
date of this prospectus. Under Florida law and our charter, our board is
authorized to issue shares of preferred stock from time to time in one or more
series without shareholder approval.
Subject to limitations prescribed by Florida law and our charter and bylaws, our
board can determine the number of shares constituting each series of preferred
stock and the designation, preferences, voting powers, qualifications, and
special or relative rights or privileges of that series. These may include
provisions as may be desired concerning voting, redemption, dividends,
dissolution, or the distribution of assets, conversion or exchange, and other
subjects or matters as may be fixed by resolution of the board or an authorized
committee of the board.
Our board is authorized to determine the voting rights of any series of
preferred stock, subject to the following restrictions in our charter:
- holders of shares of our preferred stock are not entitled to more than the
lesser of (i) one vote per $100 of liquidation value and (ii) one vote per
share, when voting as a class with the holders of shares of our common stock;
and
- holders of shares of our preferred stock are not entitled to vote on any
matter separately as a class, other than (i) as required by Florida law, (ii)
as specified in the terms of the preferred stock, if the matter to be voted
upon would affect the powers, preferences or special rights of the series.
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If we offer a specific series of preferred stock under this prospectus, we will
describe the terms of the preferred stock in the prospectus supplement for such
offering and will file a copy of the charter amendment establishing the terms of
the preferred stock with the SEC. This description will include:
- the title and stated value;
- the number of shares offered, the liquidation preference per share and the
purchase price;
- the dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for dividends;
- whether dividends will be cumulative, partially cumulative or non-cumulative
and, if cumulative or partially cumulative, the date from which the dividends
will accumulate;
- the procedures for any auction or remarketing, if any;
- the provisions for a sinking fund, if any;
- the provisions for redemption, if applicable;
- any listing of the preferred stock on any securities exchange or market;
- whether the preferred stock will be convertible into any series of our common
stock, and, if applicable, the conversion price (or how it will be calculated)
and exchange period;
- voting rights, if any, of the preferred stock;
- whether interests in the preferred stock will be represented by depositary
shares;
- a discussion of any material and/or special U.S. federal income tax
considerations applicable to the preferred stock;
- the relative ranking and preferences of the preferred stock as to dividend
rights and rights upon liquidation, dissolution or winding up of our affairs;
- any limitations on issuance of any class or series of preferred stock ranking
senior to or on parity with the series of preferred stock as to dividend
rights and rights upon our liquidation, dissolution or winding up;
- any other specific terms, preferences, rights, limitations or restrictions of
the preferred stock.
The preferred stock offered by this prospectus will, when issued, be fully paid
and nonassessable and will not have, or be subject to, any preemptive or similar
rights.
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will, with respect to dividend rights and rights upon our
liquidation, dissolution or winding up, rank as follows:
- senior to all classes or series of our common stock, and to all equity
securities issued by us, the terms of which specifically provide that they
rank junior to the preferred stock with respect to those rights;
- on a parity with all equity securities we issue that do not rank senior or
junior to the preferred stock with respect to those rights; and
- junior to all equity securities we issue, the terms of which do not
specifically provide that they rank on a parity with or junior to the
preferred stock with respect to these rights.
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
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DESCRIPTION OF COMMON STOCK
Our authorized common stock consists of 400,000,000 shares, $1.00 par value per
share. At October 25, 2000, there were 125,932,425 shares of common stock issued
and outstanding and 7,043,000 shares of common stock held as treasury shares.
The approximate number of shareholders of record of our common stock as of
October 25, 2000 was 24,670.
Each share of our common stock is entitled to one vote on all matters requiring
a vote of shareholders and, subject to the rights of the holders of any
outstanding shares of preferred stock, are entitled to receive any dividends, in
cash, securities or property, as our board may declare.
In the event of our liquidation, dissolution or winding up, either voluntary or
involuntary, subject to the rights of the holders of any outstanding shares of
preferred stock, holders of common stock are entitled to share pro-rata in all
of our remaining assets available for distribution.
The common stock issued by this prospectus will, when issued, be fully paid and
nonassessable and will not have, or be subject to, any preemptive or similar
rights.
EquiServe, L.P. is the transfer agent and registrar for our common stock. Its
phone number is 800-650-9222.
ANTI-TAKEOVER EFFECTS OF OUR ARTICLES OF INCORPORATION AND
BYLAWS, FLORIDA LAW AND OUR RIGHTS PLAN
REQUIRED VOTE FOR AUTHORIZATION OF CERTAIN ACTIONS
Our Articles require the vote of the holders of at least 80% of the voting power
of the then outstanding shares of stock of all classes and series entitled to
vote generally in the election of directors for approval of certain business
combinations, including certain mergers, asset sales, security issuances,
recapitalization and liquidations, involving us or our subsidiaries and certain
acquiring persons (namely a person, entity or specified group which beneficially
owns more than 10% of the voting power of the then outstanding shares of our
capital stock entitled to vote generally in an election of directors), unless
such business combination has been approved by a majority of disinterested
directors, or the fair market value and other procedural requirements of our
Articles are met.
ELECTION AND REMOVAL OF DIRECTORS
Our board of directors is divided into three classes. The directors in each
class serve for a three year term, one class being elected each year by our
stockholders. A vote of a majority of the board or 80% of the combined voting
power of the then outstanding shares of stock, voting together as a single
class, is required to remove a director, with or without cause. This system of
electing and removing directors may discourage a third party from making a
tender offer or otherwise attempting to obtain control of us because it
generally makes it more difficult for stockholders to replace a majority of the
directors. Under the terms of our bylaws and Articles, these provisions cannot
be changed without a supermajority vote of our stockholders.
UNDER FLORIDA LAW
Florida has enacted legislation that may deter or frustrate takeovers of Florida
corporations. The "Control Share Acquisitions" section of the Florida Business
Corporation Act, or FBCA, generally provides that shares acquired in excess of
certain specified thresholds, beginning at 20% of a corporation's outstanding
voting shares, will not possess any voting rights unless such voting rights are
approved by a majority vote of the corporation's disinterested shareholders. We
have provided in our bylaws that the Control Share Acquisition Act shall not
apply to us.
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The "Affiliated Transactions" section of FBCA generally requires majority
approval by disinterested directors or supermajority approval of disinterested
shareholders of certain specified transactions (such as a merger, consolidation,
sale of assets, issuance of transfer of shares or reclassifications of
securities) between a corporation and a holder of more than 10% of the
outstanding shares of the corporation, or any affiliate of such shareholder.
RIGHTS PLAN
We have a shareholder rights plan. Under the plan, each outstanding share of our
common stock carries with it a right, currently unexercisable, that if triggered
permits the holder to purchase large amounts of our or any successor entity's
securities at a discount and/or trade those purchase rights separately from the
common stock. The rights are triggered when a person acquires, or makes a tender
or exchange offer to acquire, 10% of our common stock. The plan, however,
prohibits the 10%-acquiror, or its affiliates, from exercising our shares'
purchase rights. As a result the acquiror's interest in TECO Energy is
substantially diluted. The rights expire in May 2009, subject to extension. We
may also redeem the rights at a nominal price per right until 10 business days
after a triggering event.
These and other provisions of our Articles, bylaws and rights plan could
discourage potential acquisition proposals and could delay or prevent a change
in control.
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DESCRIPTION OF WARRANTS, AND OTHER PURCHASE RIGHTS
GENERAL
We may issue warrants and/or other rights to purchase debt securities (which we
refer to as debt warrants), preferred stock (which we refer to as preferred
stock warrants) or common stock (which we refer to as common stock warrants). We
may issue any of these warrants or purchase rights (which we refer to generally
as warrants) independently or together with other securities offered by this
prospectus and attached to or separate from the other securities. If we issue
warrants, we will issue them under warrant agreements between us and a bank or
trust company, as agent, all of which will be described in the prospectus
supplement relating to the warrants we are offering.
DEBT WARRANTS
We will describe the terms of debt warrants offered in the applicable prospectus
supplement, the warrant agreement relating to the debt warrants and the debt
warrant certificates representing the debt warrants, including the following:
- the title;
- the aggregate number offered;
- their issue price or prices;
- the designation, aggregate principal amount and terms of the debt securities
purchasable upon exercise, and the procedures and conditions relating to
exercise;
- the designation and terms of any related debt securities and the number of
debt warrants issued with each security;
- the date, if any, on and after which the debt warrants and the related debt
securities will be separately transferable;
- the principal amount of debt securities purchasable upon exercise, and the
price at which that principal amount of debt securities may be purchased upon
exercise;
- the commencement and expiration dates of the right to exercise;
- the maximum or minimum number which may be exercised at any time;
- a discussion of the material United States income tax considerations
applicable to exercise;
- and any other terms, procedures and limitations relating to exercise.
Debt warrant certificates will be exchangeable for new debt warrant certificates
of different denominations, and debt warrants may be exercised at the corporate
trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement. Before exercising their debt warrants, holders
will not have any of the rights of holders of the securities purchasable upon
exercise and will not be entitled to payments of principal of, or premium, if
any, of interest, if any, on the securities purchasable upon exercise.
OTHER WARRANTS
The applicable prospectus supplement will describe the following terms of
preferred stock warrants or common stock warrants offered under this prospectus:
- the title;
- the securities issuable upon exercise;
- the issue price or prices;
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- the number of warrants issued with each share of preferred stock or common
stock;
- any provisions for adjustment of (i) the number or amount of shares of
preferred stock or common stock issuable upon exercise of the warrants or (ii)
the exercise price;
- if applicable, the date on and after which the warrants and the related
preferred stock or common stock will be separately transferable;
- if applicable, a discussion of the material United States federal income tax
considerations applicable to the exercise of the warrants;
- any other terms, including terms, procedures, and limitations relating to
exchange or exercise;
- the commencement and expiration dates of the right to exercise; and
- the maximum and minimum number that may be exercised at any time.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase for cash the principal amount
of debt securities or shares of preferred stock or common stock at the
applicable exercise price set forth in, or determined as described in, the
applicable prospectus supplement. Warrants may be exercised at any time up to
the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void.
Warrants may be exercised by delivering to the corporate trust office of the
warrant agent or any other officer indicated in the applicable prospectus
supplement (a) the warrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
exercise, we will forward the debt securities or shares of preferred stock or
common stock purchasable upon exercise. If less than all of the warrants
represented by a warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.
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USE OF PROCEEDS
We intend to add the net proceeds from the sale of the securities to our general
funds to be used for general corporate purposes, which may include investment in
subsidiaries, working capital, capital expenditures, repayment of debt and other
business opportunities.
PLAN OF DISTRIBUTION
We may sell the securities through one or more of the following ways:
- directly to purchasers;
- to or through one or more underwriters or dealers; or
- through agents.
A prospectus supplement or term sheet with respect to a particular series of
securities will set forth the terms of the offering of those securities,
including the following:
- name or names of any underwriters, dealers or agents;
- the purchase price of such securities and our proceeds from the sale;
- underwriting discounts and commissions; and
- any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers.
If we use underwriters in the sale, the underwriters will acquire the securities
for their own account and they may resell them from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Underwriting
syndicates represented by one or more managing underwriters or one or more
independent firms acting as underwriters may offer the securities to the public.
In connection with the sale of securities, we may compensate the underwriters in
the form of underwriting discounts or commissions. The purchasers of the
securities for whom the underwriters may act as agent may also pay them
commissions. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Unless otherwise set forth in the applicable
prospectus supplement or term sheet, the obligations of any underwriters to
purchase the securities will be subject to conditions precedent, and the
underwriters will be obligated to purchase all such securities if any are
purchased.
If we use dealers in the sale of the securities, we will sell the securities to
the dealers as principals. The dealer may then resell the securities to the
public at varying prices to be determined by the dealer at the time of resale.
The applicable prospectus supplement or term sheet will name any dealer, who may
be deemed to be an underwriter, as that term is defined in the Securities Act of
1933, involved in the offer or sale of securities, and set forth any commissions
or discounts we grant to the dealer.
If we use agents in the sales of the securities, the agents may solicit offers
to purchase the securities from time to time. Any such agent, who may be deemed
to be an underwriter, as that term is defined in the Securities Act, involved in
the offer or sale of the securities will be named, and any commissions payable
by us to such agent set forth, in the applicable prospectus supplement or term
sheet. Any agent will be acting on a reasonable effort basis for the period of
its appointment or, if indicated in the applicable prospectus supplement or term
sheet, on a firm commitment basis.
We may also sell securities directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act with
respect to resales. The terms of those sales would be described in the
prospectus supplement or term sheet.
If the prospectus supplement or term sheet so indicates, we will authorize
agents, underwriters or dealers to solicit offers from institutions to purchase
securities from us at the public offering price set forth in the prospectus
supplement or term sheet pursuant to delayed delivery contracts providing for
payment and
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delivery on a specified date in the future. The contracts will be subject only
to those conditions set forth in the prospectus supplement or term sheet, and
the prospectus supplement or term sheet will set forth the commission payable
for solicitation of the contracts.
Agents, dealers and underwriters may be entitled under agreements with us to
indemnification against some civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which the agents,
dealers or underwriters may be required to make. Agents, dealers and
underwriters may engage in transactions with, or perform services for, us or our
subsidiaries for customary compensation.
If indicated in the applicable prospectus supplement or term sheet, one or more
firms may offer and sell securities in connection with a remarketing upon their
purchase, in accordance with their terms, acting as principals for their own
accounts or as our agents. Any remarketing firm will be identified and the terms
of its agreement, if any, with us will be described in the applicable prospectus
supplement or term sheet. We may be obligated to indemnify the remarketing firm
against some liabilities, including liabilities under the Securities Act, and
the remarketing firm may engage in transactions with or perform services for us
or our subsidiaries for customary compensation.
Any underwriter may engage in over-allotment, stabilizing and syndicate short
covering transactions and penalty bids in accordance with Regulation M of the
Securities Exchange Act of 1934. Over-allotment involves sales in excess of the
offering size, which creates a short position. Stabilizing transactions involve
bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Syndicate short covering transactions involve
purchases of securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the securities
originally sold by the dealers are purchased in covering transactions to cover
syndicate short positions. These transactions may cause the price of the
securities sold in an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters at any time.
Any securities, other than our common stock, will be a new issue of securities
with no established trading market. We cannot assure you that there will be a
market for the securities of any particular security, or that if a market does
develop, that it will continue to provide holders of those securities with
liquidity for their investment or will continue for the duration the securities
are outstanding.
The prospectus supplement or term sheet relating to each offering will set forth
the anticipated date of delivery of the securities.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of the
securities for us. Ropes & Gray, Boston, Massachusetts may pass upon certain
legal matters for any underwriters, agents or dealers.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of TECO Energy for the year ended
December 31, 1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
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information on the public reference rooms. Our SEC filings are also available to
the public on the SEC's web site at http://www.sec.gov.
We filed a registration statement on Form S-3 with the SEC covering the
securities. For further information on us and the securities, you should refer
to the registration statement and its exhibits. This prospectus discusses
material provisions of our indenture dated August 17, 1998 entered into with The
Bank of New York as trustee. Because the prospectus may not contain all the
information that you may find important, you should review the full text of the
indenture and other documents we have filed as exhibits to the registration
statement.
The SEC allows us to "incorporate by reference" the information that we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all of the securities are sold.
- Our Annual Report on Form 10-K for the fiscal year ended December 31, 1999;
- our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31,
2000, June 30, 2000 and September 30, 2000; and
- our Current Reports on Form 8-K dated February 16, 2000, February 29, 2000,
July 20, 2000, September 20, 2000, September 25, 2000, October 30, 2000,
November 14, 2000, November 16, 2000, December 18, 2000, December 21, 2000,
February 8, 2001 and February 20, 2001.
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Director of Investor Relations
TECO Energy, Inc.
TECO Plaza
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement or term sheet. We have not authorized anyone
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement or term sheet is
accurate as of any date other than the date on the front of these documents.
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