SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
NOVEMBER 20, 2002
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 1-8180 59-2052286
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
702 NORTH FRANKLIN STREET, TAMPA FLORIDA 33602
(Address of principal executive offices and zip code)
(813) 228-4111
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On November 20, 2002, TECO Energy, Inc. (the "Company") sold $380,000,000
aggregate principal amount of 10.50% Notes Due 2007 (the "Notes") to Credit
Suisse First Boston Corporation ("CSFB") pursuant to a Purchase Agreement dated
as of November 15, 2002. A copy of the Purchase Agreement is filed herewith as
Exhibit 1.1. The Company issued the Notes pursuant to an Eighth Supplemental
Indenture dated as of November 20, 2002 between the Company and The Bank of New
York, as trustee, supplementing the Indenture dated as of August 17, 1998
between them. A copy of the Eighth Supplemental Indenture is filed herewith as
Exhibit 4.1 and a copy of the Notes is filed herewith as Exhibit 4.2. CSFB will
resell the Notes in private transactions in conformance with Rule 144A under
Securities Act of 1933, as amended (the "Securities Act"). The Notes have not
been registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act. Proceeds from the issuance of
the Notes were used to retire $200,000,000 aggregate principal amount of the
Company's 7.00% Remarketable or Redeemable Securities Due 2015 and to pay down
short-term debt previously drawn against its credit facility and for general
corporate purposes. Pending such uses, the Company will invest remaining
proceeds in short-term money market instruments.
On November 15, 2002, the Company entered into a Registration Rights
Agreement with CSFB, pursuant to which the Company agreed to (i) file with the
Securities and Exchange Commission on or prior to January 17, 2003 a
registration statement on an appropriate form under the Securities Act (the
"Exchange Offer Registration Statement") relating to a registered exchange offer
for the Notes under the Securities Act and (ii) use its reasonable efforts to
cause the Exchange Offer Registration Statement to be declared effective under
the Securities Act as soon as practicable and in any event by March 18, 2003. A
copy of the Registration Rights Agreement is filed herewith as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Purchase Agreement dated as of November 15, 2002 between TECO
Energy, Inc. and Credit Suisse First Boston Corporation. Filed
herewith.
4.1 Eighth Supplemental Indenture dated as of November 20, 2002
between TECO Energy, Inc. and The Bank of New York, as
trustee, supplementing the Indenture dated as of August 17,
1998. Filed herewith.
4.2 10.50% Notes Due 2007. Filed herewith.
10.1 Registration Rights Agreement dated as of November 15, 2002
between TECO Energy, Inc. and Credit Suisse First Boston
Corporation. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 20, 2002 TECO ENERGY, INC.
By: /s/Gordon L. Gillette
---------------------
Gordon L. Gillette
Sr. Vice President --
Finance and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 Purchase Agreement dated as of November 15, 2002 between TECO
Energy, Inc. and Credit Suisse First Boston Corporation. Filed
herewith.
4.1 Eighth Supplemental Indenture dated as of November 20, 2002
between TECO Energy, Inc. and The Bank of New York, as
trustee, supplementing the Indenture dated as of August 17,
1998. Filed herewith.
4.2 10.50% Notes Due 2007. Filed herewith.
10.1 Registration Rights Agreement dated as of November 15, 2002
between TECO Energy, Inc. and Credit Suisse First Boston
Corporation. Filed herewith.