SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8180
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2052286
(State or other jurisdiction (IRS Employer
incorporation or organization) Identification No.)
702 North Franklin Street, Tampa, Florida 33602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 228-4111
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date (July 31, 1995):
Common Stock, $1 Par Value 116,480,895<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
In the opinion of management, the unaudited consolidated
financial statements include all adjustments (none of which were
other than normal and recurring) necessary to present fairly the
results for the three-month and six-month periods ended June 30,
1995 and 1994. Reference should be made to the explanatory notes
affecting the income and balance sheet accounts contained in TECO
Energy, Inc.'s Annual Report on Form 10-K for the year ended Dec.
31, 1994 and to the notes on pages 7 and 8 of this report.
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FORM 10-Q
CONSOLIDATED BALANCE SHEETS
(thousands of dollars)
June 30, Dec. 31,
1995 1994
Assets
Current assets
Cash and cash equivalents $ 25,805 $ 35,797
Short-term investments 31,180 100,539
Receivables, less allowance
for uncollectibles 152,978 144,615
Inventories, at average cost
Fuel 89,226 101,819
Materials and supplies 48,663 49,679
Prepayments 10,380 8,600
358,232 441,049
Property, plant and equipment,
at original cost
Utility plant in service 3,097,329 3,060,759
Construction work in progress 420,939 286,624
Other property 804,698 748,357
4,322,966 4,095,740
Accumulated depreciation (1,552,234) (1,475,452)
2,770,732 2,620,288
Other assets
Other investments 94,647 106,993
Deferred income taxes 54,967 52,299
Deferred charges and other assets 103,312 91,533
252,926 250,825
$3,381,890 $3,312,162
Liabilities and Capital
Current liabilities
Long-term debt due within one year $ 31,522 $ 7,841
Notes payable 382,355 349,900
Accounts payable 112,999 145,323
Customer deposits 50,687 49,457
Interest accrued 12,710 15,391
Taxes accrued 34,224 212
624,497 568,124
Deferred income taxes 382,609 390,795
Investment tax credits 63,978 66,627
Regulatory liability - tax related 54,065 57,500
Other deferred credits 88,481 66,058
Long-term debt, less amount due
within one year 997,173 1,023,881
Preferred stock of Tampa Electric 54,956 54,956
Common equity
Common equity - 400 million shares
authorized, $1 par value - issued and
outstanding 116,459,568 in 1995 and
116,199,423 in 1994 1,192,672 1,163,371
Unearned compensation related to ESOP (76,541) (79,150)
$3,381,890 $3,312,162
The accompanying notes are an integral part of the consolidated financial
statements.
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FORM 10-Q
CONSOLIDATED STATEMENTS OF INCOME
(thousands of dollars)
For the three months ended June 30, 1995 1994
Revenues $349,699 $353,319
Expenses
Operation 169,618 178,528
Maintenance 25,859 26,493
Depreciation 44,611 44,021
Taxes, other than income 28,876 28,504
268,964 277,546
Income from operations 80,735 75,773
Other income
Allowance for other funds used
during construction 2,521 371
Other income, net 266 994
Preferred dividend requirements of
Tampa Electric (892) (892)
1,895 473
Income before interest and income taxes 82,630 76,246
Interest charges
Interest expense 22,732 20,053
Allowance for borrowed funds used during
construction (1,519) (820)
21,213 19,233
Income before provision for income taxes 61,417 57,013
Provision for income taxes 15,037 15,153
Net income $ 46,380 $ 41,860
Average shares outstanding 116,395,054 115,858,671
Earnings per average common share
outstanding $ 0.40 $ 0.36
Dividends per common share outstanding $ 0.265 $ 0.2525
The accompanying notes are an integral part of the consolidated financial
statements.
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FORM 10-Q
CONSOLIDATED STATEMENTS OF INCOME
(thousands of dollars)
For the six months ended June 30, 1995 1994
Revenues $668,833 $659,941
Expenses
Operation 325,039 331,860
Maintenance 49,793 49,006
Depreciation 89,208 87,194
Taxes, other than income 58,011 56,211
522,051 524,271
Income from operations 146,782 135,670
Other income
Allowance for other funds used
during construction 4,320 644
Other income, net 458 3,870
Preferred dividend requirements of
Tampa Electric (1,784) (1,784)
2,994 2,730
Income before interest and income taxes 149,776 138,400
Interest charges
Interest expense 44,417 39,291
Allowance for borrowed funds used during
construction (2,603) (1,456)
41,814 37,835
Income before provision for income taxes 107,962 100,565
Provision for income taxes 25,078 25,103
Net income $ 82,884 $ 75,462
Average shares outstanding 116,330,517 115,776,421
Earnings per average common share
outstanding $ 0.71 $ 0.65
Dividends per common share outstanding $ 0.5175 $ 0.4925
The accompanying notes are an integral part of the consolidated financial
statements.
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FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of dollars)
For the six months ended June 30, 1995 1994
Cash flows from operating activities
Net income $ 82,884 $ 75,462
Adjustments to reconcile net income
to net cash
Depreciation 89,208 87,194
Deferred income taxes (14,215) (10,714)
Investment tax credits, net (2,649) (2,755)
Allowance for funds used
during construction (6,923) (2,100)
Amortization of unearned compensation
related to ESOP 2,609 2,876
Deferred revenue 16,822 --
Deferred recovery clause (13,205) 15,874
Refund to customers -- (2,428)
Amortization of coal contract buyout 676 --
Receivables, less allowance
for uncollectibles (8,363) (15,258)
Inventories 13,609 (10,594)
Taxes accrued 34,012 24,837
Interest accrued (2,681) 1,227
Accounts payable (32,324) (14,148)
Other 6,471 15,571
165,931 165,044
Cash flows from investing activities
Capital expenditures (242,066) (127,778)
Allowance for funds used
during construction 6,923 2,100
Investment in short-term investments 69,359 (12,296)
Other non-current investments 15,286 (6,367)
(150,498) (144,341)
Cash flows from financing activities
Common stock 5,443 6,046
Proceeds from long-term debt 620 521
Repayment of long-term debt (3,765) (15,972)
Net increase in short-term debt 32,455 41,588
Dividends (60,178) (56,998)
(25,425) (24,815)
Net decrease in cash and cash equivalents (9,992) (4,112)
Cash and cash equivalents
at beginning of period 35,797 33,180
Cash and cash equivalents at end of period $ 25,805 $ 29,068
The accompanying notes are an integral part of the consolidated financial
statements.
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FORM 10-Q
NOTES TO FINANCIAL STATEMENTS
A. TECO Energy, Inc. and its subsidiaries have made certain
commitments in connection with their continuing capital improvement
program and estimate that capital expenditures, excluding allowance for
funds used during construction (AFUDC), during 1995 will be as follows:
millions
Tampa Electric Company $320
TECO Power Services Corporation 45
TECO Transport & Trade Corporation 29
TECO Coal Corporation 19
TECO Coalbed Methane, Inc. 9
TECO Properties, Inc. 3
$425
Included in TECO Power Services' estimated capital expenditures is
$44 million for a 78-megawatt generating facility being constructed in
Guatemala. Startup and testing of the two combustion turbines at this
facility has begun and commercial operation is expected later this year.
B. The Florida Public Service Commission (FPSC) issued an order
effective June 1, 1995 which approved a deferred revenue plan for Tampa
Electric. The plan provided for an increase in Tampa Electric's
authorized rate of return on common equity (ROE) for all regulatory
purposes to a new midpoint of 11.75 percent with a range of 10.75
percent to 12.75 percent retroactive to Jan. 1, 1995. For 1995 Tampa
Electric will defer until 1997 $15 million of revenues, as well as 50
percent of actual revenues contributing to a return on average common
equity exceeding 11.75 percent and 100 percent of actual revenues
contributing to a return on average common equity exceeding 12.75
percent. The FPSC order also eliminated Tampa Electric s oil backout
tariff effective Jan. 1, 1996. This tariff currently results in
approximately $12 million of annual revenues. See additional discussion
on page 14.
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FORM 10-Q
C. Certain 1994 amounts on the consolidated statements of cash flows
have been restated to comply with the current-year presentation.
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FORM 10-Q
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Three months ended June 30, 1995:
Net income of $46.4 million for the second quarter of 1995 was
$4.5 million or 11 percent higher than 1994's second quarter due to
increased energy sales, higher AFUDC and lower operating expenses at
Tampa Electric. TECO Coal and TECO Transport & Trade also had increased
earnings from higher third-party sales and lower operating costs.
Consolidated operating income was up 7 percent from 1994's second
quarter due to strong performances by Tampa Electric, TECO Coal and TECO
Transport & Trade.
The following table identifies the unconsolidated revenues and
operating income of the significant operating groups of TECO Energy.
Contributions by operating group (unconsolidated)
Revenues
(thousands of dollars) 1995 1994
Tampa Electric $279,094 $293,324
Diversified companies $122,193 $116,725
Operating income
(thousands of dollars) 1995 1994
Tampa Electric $ 60,439 $ 58,735
Diversified companies* $ 22,322 $ 17,024
* Operating income includes items which are reclassified for
consolidated financial statement purposes. The principal items are the
non-conventional fuels tax credit related to coalbed methane production
and interest expense of the non-recourse debt related to independent
power operations, both of which are included in operating income for the
diversified companies. In the Consolidated Statements of Income, the tax
credit is part of the provision for income taxes and the interest is
part of interest expense.
Tampa Electric's second-quarter operating income of $60.4 million
was 3 percent higher than in 1994 primarily due to higher energy sales
and lower operating expenses. These results were net of $9.4 million of
revenues deferred under the FPSC-approved plan discussed on pages 7 and
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FORM 10-Q
14.
Tampa Electric's revenues decreased $14.2 million in the second
quarter of 1995 due primarily to the deferred revenue plan and lower
fuel revenues, partially offset by the effect of increased energy sales.
Fuel revenues declined as a result of Tampa Electric s ongoing efforts
to lower fuel charges to the customer. Retail energy sales increased 4
percent from continued strength in the local economy, including customer
growth of 1.8 percent.
Tampa Electric's total operating expenses for the second quarter
were 7 percent lower than in 1994. Combined operation-other and
maintenance expenses decreased $8.4 million, or 12 percent, as a result
of reduced costs associated with the corporate restructuring program in
late 1994, additional cost control activities and the timing of certain
expenses. Combined fuel and purchased power expense decreased by $8.0
million due to lower per-unit fuel costs and the timing of the
recognition of fuel expense under the FPSC-approved fuel adjustment
clause.
Unconsolidated operating income for TECO Energy's diversified
companies increased 31 percent to $22.3 million on revenues of
$122.2 million.
TECO Coal's operating income increased due to higher third-party
volumes from the continued development of coal properties, despite the
current soft domestic coal market. In addition cost control efforts
resulted in lower production costs.
TECO Transport & Trade benefitted from increased third-party
volume, improved pricing and lower operating costs.
The benefit of higher gas production at TECO Coalbed Methane was
offset by lower gas prices.
TECO Properties contributed to operating results with a
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FORM 10-Q
$1.3 million gain on the sale of an apartment complex.
Consolidated interest expense was 13 percent higher in the current
quarter due to higher interest rates on floating rate debt and an
increase in short-term debt balances.
Total AFUDC increased in 1995 because of additional investment in
Tampa Electric s Polk Power Station which is under construction.
T h e effective income tax rate for the second quarter was
24.1 percent compared to 26.2 percent for the same period last year.
The decrease was primarily due to higher allowance for other funds used
during construction in 1995.
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FORM 10-Q
Six months ended June 30, 1995:
Net income of $82.9 million for the first half of 1995 was
$7.4 million or 10 percent higher than in 1994's first half due to
increased energy sales, higher AFUDC and lower operating expenses at
Tampa Electric. TECO Coal and TECO Transport & Trade also had increased
earnings from higher third-party sales and lower operating costs.
Consolidated operating income was up 8 percent from 1994's first
half from strong performances by Tampa Electric, TECO Coal and TECO
Transport & Trade.
The following table identifies the unconsolidated revenues and
operating income of the significant operating groups of TECO Energy.
Contributions by operating group (unconsolidated)
Revenues
(thousands of dollars) 1995 1994
Tampa Electric $532,890 $537,953
Diversified companies $236,796 $228,323
Operating income
(thousands of dollars) 1995 1994
Tampa Electric $106,319 $101,157
Diversified companies* $ 43,921 $ 34,738
* Operating income includes items which are reclassified for
consolidated financial statement purposes. The principal items are the
non-conventional fuels tax credit related to coalbed methane production
and interest expense of the non-recourse debt related to independent
power operations, both of which are included in operating income for the
diversified companies. In the Consolidated Statements of Income, the tax
credit is part of the provision for income taxes and the interest is
part of interest expense.
Tampa Electric's first-half operating income of $106.3 million was
5 percent higher than in 1994 primarily due to higher energy sales and
lower operating expenses. These results were net of $16.8 million of
revenues deferred under the plan discussed on pages 7 and 14.
Tampa Electric's revenues decreased $5.1 million in the first half
of 1995 due primarily to the FPSC-approved deferred revenue plan which
more than offset the effect of increased energy sales. Retail energy
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FORM 10-Q
sales were up 3 percent from continued economic growth which resulted in
increased energy usage in the residential, industrial-phosphate, and
commercial sectors.
Tampa Electric's total operating expenses for the first half were 2
percent lower than in 1994 as a result of the corporate restructuring
program in late 1994, additional cost control activities and the timing
of certain expenses.
Unconsolidated operating income for TECO Energy's diversified
companies increased 26 percent to $43.9 million on revenues of
$236.8 million.
Both TECO Coal and TECO Transport & Trade had improved results from
increased third-party business and cost control efforts. TECO Coal's
preparation and coal handling facilities became fully operational in
early 1995 which contributed to increased coal sales, despite the
current soft domestic coal market.
At TECO Coalbed Methane, a first quarter $4-million contract
termination settlement along with 5 percent higher volume more than
offset the effects of lower gas prices.
Consolidated interest expense was 13 percent higher in the current
year due to higher interest rates on floating rate debt and an increase
in short-term debt balances.
Total AFUDC increased in 1995 because of additional investment in
Tampa Electric's Polk Power Station which is under construction.
The effective income tax rate for the first six months of 1995 was
22.8 percent compared to 24.5 percent for the same period last year.
The decrease was primarily due to higher allowance for other funds used
during construction in 1995.
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FORM 10-Q
Liquidity, Capital Resources and Changes in Financial Condition
The FPSC issued an order effective June 1, 1995 approving a plan
for Tampa Electric to increase its allowed ROE to 11.75 percent with a
range of 10.75 percent to 12.75 percent and to defer revenues under
certain financial circumstances related to these returns. For 1995
Tampa Electric will defer until 1997 $15 million of revenues, as well as
50 percent of actual revenues contributing to a return on average common
equity exceeding 11.75 percent and 100 percent of actual revenues
contributing to a return on average common equity exceeding 12.75
percent. The disposition of the deferred revenues, which will accrue
interest at the 30-day commercial paper rate specified in the
Florida Administrative Code, will be subject to a FPSC determination
in a regulatory proceeding. Tampa Electric expects that the deferred
revenues will be credited against its revenue requirements beginning
in 1997. As of June 30, 1995, Tampa Electric had deferred $16.8 million
in revenues. The FPSC also eliminated Tampa Electric's oil backout
tariff effective Jan. 1, 1996. This tariff currently results in
approximately $12 million of annual revenues.
To reduce its exposure to floating interest rates on notes payable,
TECO Finance, Inc. entered into an interest rate exchange agreement on a
notional amount of $100 million effective June 26, 1995. Under this
agreement TECO Finance will pay a fixed rate of 5.8 percent over a
three-year term and will receive payments during this period based on a
30-day commercial paper index. The agreement effectively converts the
interest on $100 million of TECO Finance commercial paper from a
variable rate to a fixed rate for a three-year period.
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FORM 10-Q
Cash and cash equivalents and short-term investments at June 30,
1995 decreased from Dec. 31, 1994 as a result of the company's decision
to liquidate a portion of the corporate cash portfolio and apply the
proceeds to reduce short-term debt balances.
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FORM 10-Q
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. Bylaws, as amended, effective July 18, 1995.
10.1 Amendment to TECO Energy, Inc. Directors Retirement Plan,
effective July 1, 1995.
10.2 Amendment to TECO Energy Group Supplemental Retirement Benefits
Trust Agreement, effective July 17, 1995.
10.3 Supplemental Executive Retirement Plan for R. A. Dunn, dated as
of July 17, 1995.
11. Computation of earnings per common share.
27. Financial data schedule. (EDGAR filing only)
(b) Reports on Form 8-K
The registrant filed a Current Report on Form 8-K dated April 20,
1995 reporting under "Item 5. Other Events" on recommendations by
the Staff of the Florida Public Service Commission.
The registrant filed a Current Report on Form 8-K dated April 25,
1995 reporting under "Item 5. Other Events" on changes in debt
ratings.
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FORM 10-Q
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 thereunto duly authorized.
TECO ENERGY, INC.
(Registrant)
Date: August 14, 1995 By: /s/ A. D. Oak
A. D. Oak
Senior Vice President -- Finance,
and Chief Financial Officer
(Principal Financial Officer)
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FORM 10-Q
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits Page No.
3. Bylaws, as amended, effective July 18, 1995 19
10.1 Amendment to TECO Energy, Inc. Directors Retirement
Plan, effective July 1, 1995 29
10.2 Amendment to TECO Energy Group Supplemental Retirement
Benefits Trust Agreement, effective July 17, 1995 30
10.3 Supplemental Executive Retirement Plan for R. A.
Dunn, dated as of July 17, 1995 33
11. Computation of earnings per common share 39
27. Financial data schedule (EDGAR filing only) --
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Exhibit 3
Adopted: January 15, 1981
As Amended: April 18, 1985
April 12, 1988
April 11, 1989
October 15, 1990
April 16, 1991
January 19, 1993
October 19, 1993
July 18, 1995
BYLAWS
OF
TECO ENERGY, INC.
ARTICLE I April 16, 1991
Name and Principal Office
The name of the Corporation is TECO Energy, Inc., and its principal
office is in Tampa, Florida.
ARTICLE II
Shareholders
SECTION 2.1. Shareholders' Meetings. All meetings of the shareholders
shall be held at the principal office of the Corporation in Tampa, Florida,
except in cases in which the notice thereof designates some other place
which may be either within or without the State of Florida.
April 11, 1989
SECTION 2.2. Annual Meetings. The annual meeting of the shareholders
of the Corporation shall be held on the third Tuesday in April in each year
or such other date as may be fixed by the Board of Directors at such time
as shall be stated in the notice thereof for the purpose of electing
Directors and for the transaction of such other business as may properly
come before the meeting.
April 18, 1985
April 11, 1989
April 16, 1991
SECTION 2.3. Special Meetings. Special meetings of the shareholders of
the Corporation shall be held whenever called by the Chief Executive
Officer, the President, any Vice President, the Board of Directors, or if
demanded in writing delivered to the Secretary by the holder or holders of
not less than 50 percent of all the shares entitled to vote at the meeting.
A meeting so demanded by shareholders shall be called by the Secretary and
held not less than 90 days after the demand is made. No business shall be
brought before any special meeting except as specified in the written
notice of meeting; provided, however, that nothing in this Section 2.3
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Exhibit 3
shall be deemed to preclude discussion by any shareholder of any business
properly brought before any special meeting.
January 19, 1993
SECTION 2.4. Notice of Meeting. Written notice of each meeting of
shareholders stating the date, time and place of the meeting and in the
case of a special meeting, the purpose or purposes for which the meeting is
called shall be given in person, by electronic communication or by mail not
less than ten (10) nor more than sixty (60) days before the date of the
meeting by or at the direction of the President, the Secretary or the
officer or other persons calling the meeting to each shareholder of record
entitled to vote at such meeting. If the notice is mailed at least thirty
(30) days before the date of the meeting, it may be done by a class of
United States mail other than first class.
April 16, 1991
SECTION 2.5. Waivers of Notice. Whenever any notice is required to be
given to any shareholder of the Corporation under the provisions of these
Bylaws, the Articles of Incorporation or the Florida Business Corporation
Act, as the same may be from time to time in effect, a waiver thereof in
writing signed by the person or persons entitled to such notice either
before, at or after the meeting shall be deemed equivalent to the giving of
such notice.
A shareholder's attendance at a meeting: (a) waives objection to lack
of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting
business at the meeting; or (b) waives objection to the consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
SECTION 2.6. Quorum. Except as otherwise provided in the Articles of
Incorporation at any meeting of the shareholders, a majority of the
outstanding shares of the stock of the Corporation issued and outstanding
and entitled to vote represented by shareholders of record in person or by
proxy shall constitute a quorum for the transaction of business at any
meeting of the shareholders, but in no event shall a quorum consist of less
than one-third of the shares entitled to vote at the meeting. Except as
otherwise provided by law or in the Articles of Incorporation when a quorum
is present at any meeting, a majority of the stock represented thereat
shall decide any question properly brought before such meeting.
April 16, 1991
October 19, 1993
SECTION 2.7. Voting and Proxies. Each share of stock entitled to
voting privileges shall entitle the holder of record thereof to one vote
upon each proposal presented at any meeting of the shareholders except as
otherwise provided in the Articles of Incorporation. Votes may be cast
either in person or by proxy.
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Exhibit 3
April 16, 1991
SECTION 2.8. Fixing Record Date or Closing Transfer Books. For the
purpose of determining the shareholders for any purpose, the Board of
Directors may either require the stock transfer books to be closed for up
to 70 days or fix a record date not more than 70 days before the date on
which the action requiring the determination is to be taken. However, a
record date shall not precede the date upon which the resolution fixing the
record date is adopted.
When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of
the meeting, unless the Board of Directors fixes a new record date. The
Board of Directors shall fix a new record date if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
If no record date is so fixed and the stock transfer books are not so
closed by the Board of Directors, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of the
shareholders, or entitled to receive payment of a dividend, or for any
other purpose shall be: (a) for the purpose of a meeting of the
shareholders, the later of (i) the day 20 days before the day on which the
notice of such meeting is mailed and (ii) the day on which the resolution
of the Board of Directors authorizing the notice of such meeting is
adopted; or (b) for the purposes of entitlement to receive payment of a
dividend or for any other purpose, the day on which the resolution of the
Board of Directors declaring such dividend or authorizing other action is
adopted.
April 18, 1985
SECTION 2.9. Shareholder Action. Any action required or permitted to
be taken by the shareholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and may not be effected by
any consent in writing by such holders.
April 12, 1988
April 16, 1991
SECTION 2.10. Control-Share Acquisition Act. Section 607.0902 of the
F l orida Business Corporation Act shall not apply to control-share
acquisitions (as defined in such section) of shares of the Corporation
unless and until these Bylaws shall be amended to delete this Section 2.10.
April 11, 1989
October 15, 1990
SECTION 2.11. Notification of Shareholder Proposed Business. To
properly bring business before the annual meeting of shareholders, written
notice of such shareholder's intent to make such proposal or proposals must
be given either by personal delivery or by United States mail postage
prepaid and received by the Secretary of the Corporation not later than 90
days in advance of the third Tuesday in April; provided, however, that in
the event that the annual meeting is scheduled for a different day that is
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Exhibit 3
not within 10 days of the third Tuesday in April, and notice of the date of
such annual meeting is mailed to shareholders or public disclosure of such
meeting date is made less than 100 days prior to such date, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice was mailed
or such public disclosure was made, whichever first occurs. A
shareholder's notice to the Secretary shall set forth as to each item of
business the shareholder proposes to bring before the annual meeting: (a)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting;
(b) the name and record address of the shareholder who proposes such
business; (c) the number of shares of capital stock of the Corporation
beneficially owned by the shareholder; and (d) a description of all
arrangements or understandings between the shareholder and any other person
or persons (naming such person or persons) pursuant to which the proposal
or proposals are to be made by the shareholder and any material interest of
the shareholder in the business being proposed. The chairman of the
meeting may refuse to acknowledge the proposal of any person not made in
compliance with the foregoing procedures.
Notwithstanding anything in the Bylaws to the contrary, no business
shall be brought before or conducted at the annual meeting by a shareholder
except in accordance with the procedures set forth in this Section 2.11;
provided, however, that nothing in this Section 2.11 shall be deemed to
preclude discussion by any shareholder of any business properly brought
before the annual meeting.
ARTICLE III
Board of Directors
SECTION 3.1. General Powers. All business of the Corporation shall be
managed by its Board of Directors who shall have full control of the
affairs of the Corporation and may exercise all its powers except as
otherwise provided by law and in the Articles of Incorporation. The Board
of Directors shall have the authority to fix the compensation of the Direc-
tors unless otherwise provided in the Articles of Incorporation.
April 18, 1985
SECTION 3.2. Number, Election and Terms. The number of Directors of
the Corporation, which number shall be not less than three nor more than
fifteen, shall be fixed from time to time by resolution of the Board of
Directors. The Directors, other than those who may be elected by the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect Directors under
specified circumstances, shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in
number as possible. Such classes shall originally consist of one class of
four Directors who shall be elected at the annual meeting of shareholders
held in 1985 for a term expiring at the annual meeting of shareholders to
be held in 1986; a second class of four Directors who shall be elected at
the annual meeting of shareholders held in 1985 for a term expiring at the
annual meeting of shareholders to be held in 1987; and a third class of
five Directors who shall be elected at the annual meeting of shareholders
- 22 -<PAGE>
Exhibit 3
held in 1985 for a term expiring at the annual meeting of shareholders to
be held in 1988; with each class to hold office until its successor is
elected and qualified. The Board of Directors shall increase or decrease
the number of Directors in one or more classes as may be appropriate
whenever it increases or decreases the number of Directors pursuant to this
Section 3.2, in order to ensure that the three classes shall be as nearly
equal in number as possible. At each annual meeting of the shareholders of
the Corporation, the successors of the class of Directors whose term
expires at the meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the
year of their election. All Directors shall be of full age. Directors
need not be shareholders of the Corporation nor residents of the State of
Florida.
SECTION 3.3. Chairman. The Board of Directors in its discretion may
elect a Chairman of the Board of Directors who when present shall preside
at all meetings of the Board and who shall have such other powers as may at
any time be prescribed by these Bylaws and by the Board of Directors.
July 18, 1995
SECTION 3.4. Meetings. Regular meetings of the Board of Directors
shall be held in such places and at such times either within or without the
State of Florida as the Board may by vote from time to time determine; and
if so determined, no notice thereof need be given. Special meetings of the
Board of Directors may be held at any time or place either within or
without the State of Florida whenever called by the Chief Executive
Officer, the President, a Vice President or two or more Directors. Notice
of a special meeting stating the date, time and place of the meeting shall
be given by the Secretary or an Assistant Secretary or officer calling the
meeting to each Director either by mail not less than 48 hours before the
time of the meeting or by telephone or facsimile or other form of
electronic communication on 24 hours' notice or on such shorter notice as
the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Notwithstanding the foregoing, special
meetings may be held without notice to any Director provided such Director
is present at such meeting (except when such Director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not
lawfully called or convened) or waives notice thereof in writing either
before or after the meeting.
SECTION 3.5. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, but a lesser number
may fill vacancies on the Board of Directors as provided in Section 3.6 of
these Bylaws; and a majority of Directors present though less than a quorum
may adjourn any meeting of the Board of Directors from time to time to
another time and place; and the meeting may be held as adjourned without
further notice. When a quorum is present at any meeting, a majority of the
members in attendance thereat may decide any question brought before such
meeting.
April 18, 1985
- 23 -<PAGE>
Exhibit 3
SECTION 3.6. Newly Created Directorships and Vacancies. Except as may
be otherwise provided for or fixed by or pursuant to any provisions of the
Articles of Incorporation, as amended from time to time, relating to the
rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, newly created directorships
resulting from any increase in the number of Directors and any vacancies on
the Board of Directors resulting from death, resignation, disqualification,
removal or other cause shall be filled only by the affirmative vote of a
majority of the remaining Directors then in office, even though less than a
quorum of the Board of Directors. Any Director elected in accordance with
the preceding sentence shall hold office until the next election of
Directors by the shareholders and until such Director's successor shall
have been elected and qualified. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any incumbent
Director.
April 18, 1985
October 15, 1990
SECTION 3.7. Notification of Nominations. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect Directors under
specified circumstances, nominations for the election of Directors may be
made by the Board of Directors or a proxy committee appointed by the Board
of Directors or by any shareholder entitled to vote in the election of
Directors generally. However, any shareholder entitled to vote in the
election of Directors generally may nominate one or more persons for
election as Directors at a meeting only if written notice of such
shareholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the Corporation not later than (i) with respect to an
election to be held at an annual meeting of shareholders, 90 days in
advance of the third Tuesday in April; provided, however, that in the event
that the annual meeting is scheduled for a different day that is not within
10 days of the third Tuesday in April, and notice of the date of such
annual meeting is mailed to shareholders or public disclosure of such
meeting date is made less than 100 days prior to such date, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice was mailed
or such public disclosure was made, whichever first occurs; and (ii) with
respect to an election to be held at a special meeting of shareholders for
the election of Directors, the close of business on the tenth day following
the day on which notice of such special meeting was mailed or public
disclosure of such meeting was made to shareholders. A shareholder's
notice to the Secretary shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the shareholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholder; (d)
- 24 -<PAGE>
Exhibit 3
such other information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had the nominee
been nominated or intended to be nominated, by the Board of Directors; and
(e) the consent of each nominee to serve as a Director of the Corporation
if so elected. The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure.
April 18, 1985
SECTION 3.8. Executive and Other Committees. The Board of Directors
may by resolution adopted by a majority of the full Board of Directors
designate from their number an Executive Committee and one or more other
committees, each of which to the extent provided by such resolution or
these Bylaws and permitted by the laws of Florida shall have and may
exercise the powers of the Board of Directors when the Board is not in ses-
sion in the management of the business of the Corporation. All such
committees shall report to the Board at or prior to each meeting of the
Board all action taken by said committees since the preceding meeting of
the Board. Each such committee may make rules for the holding and conduct
of its meetings and the keeping of the records thereof.
The Board of Directors may by resolution adopted by a majority of the
full Board of Directors designate one or more Directors as alternate
members of any such committee who may act in the place and stead of any
member absent or disqualified from voting at any meeting of such committee.
April 18, 1985
April 16, 1991
SECTION 3.9. Consent in Lieu of Meeting. Any action of the Board of
Directors or of any committee thereof which is required or permitted to be
taken at a meeting may be taken without a meeting if written consent
setting forth the action so to be taken is signed by all of the members of
the Board or the committee, as the case may be.
ARTICLE IV April 16, 1991
Officers
SECTION 4.1. Election (Appointment). The officers of the Corporation
shall be a President, a Treasurer, a Secretary, such other officers as the
Board of Directors may in its discretion elect or appoint including, but
not limited to, a Chairman of the Board, Vice Presidents, and assistant
officers, and such assistant officers as the Chief Executive Officer may in
his discretion appoint. The officers elected or appointed by the Board of
Directors shall be elected or appointed by the Board of Directors at a
meeting held after its election by the shareholders, and a regular meeting
of the Board of Directors may be held without notice for this purpose
immediately after the annual meeting of the shareholders and at the same
place. Assistant officers appointed by the Chief Executive Officer shall
be appointed by the Chief Executive Officer after his election or
appointment by the Board of Directors at the meeting of the Board of
- 25 -<PAGE>
Exhibit 3
Directors held after its election by the shareholders. All officers shall
hold office until their successors shall be elected or appointed and shall
qualify or until their earlier resignation, removal from office or death.
Any vacancy however occurring in the offices of President, Treasurer or
Secretary shall be, and any vacancy however occurring in any other office
may be filled by the Board of Directors. Any vacancy however occurring in
the offices of assistant officers may also by filled by the Chief Executive
Officer.
SECTION 4.2. Eligibility. The President and the Chairman of the Board
of Directors shall be Directors of the Corporation. The Vice Presidents,
Secretary and the Treasurer and such other officers as may be elected or
appointed may be, but need not be, Directors of the Corporation. Any
person may hold two or more offices.
SECTION 4.3. Chief Executive Officer. If a Chairman of the Board of
Directors should be elected pursuant to these Bylaws, the Board of
Directors shall designate either the Chairman of the Board of Directors or
the President to be the Chief Executive Officer of the Corporation. If no
such Chairman should be elected, the President shall be the Chief Executive
Officer of the Corporation. The Chief Executive Officer shall, subject to
the control of the Board of Directors, have general charge of the business
and affairs of the Corporation, the power to sign deeds and contracts for
the Corporation, and such other powers and duties as may at any time be
prescribed by these Bylaws and by the Board of Directors. During the
absence or incapacity of the Chairman of the Board of Directors if he shall
have been designated Chief Executive Officer, the President shall be the
Chief Executive Officer.
SECTION 4.4. President and Vice Presidents. The President, subject to
the direction of the Board of Directors and of the Chairman of the Board of
Directors (if such Chairman is the Chief Executive Officer), shall
s u p ervise the administration of the business and affairs of the
Corporation. The President shall have the power to sign certificates of
stock, bonds, deeds and contracts for the Corporation and such other powers
and duties as may at any time be prescribed by these Bylaws and by the
Board of Directors. He shall preside at all meetings of the shareholders
unless a Chairman of the Board of Directors shall have been elected, shall
have been designated to be the Chief Executive Officer of the Corporation,
and is present and presides at such shareholders' meeting. The President
shall preside at all meetings of the Board of Directors when present,
unless a Chairman of the Board of Directors has been elected and is present
and presides at such Directors' meeting.
Except as expressly limited by vote of the Board of Directors, any
Vice President shall perform the duties and have the powers of the
President during the absence or disability of the President, shall have the
power to sign certificates of stock, bonds, deeds and contracts of the
Corporation, and shall perform such other duties and have such other powers
as the Board of Directors shall from time to time designate.
SECTION 4.5. Secretary. The Secretary of the Corporation shall be
present at all meetings of the shareholders, the Board of Directors and the
Executive Committee, respectively, shall keep an accurate record of the
- 26 -<PAGE>
Exhibit 3
proceedings at such meetings in books provided for that purpose, which
books shall be opened at all times during business hours for such
inspection as is required by law, shall with the President or a Vice
President sign certificates of stock, shall perform all the duties commonly
incident to his office and shall perform such other duties and have such
other powers as the Board of Directors shall from time to time designate.
An Assistant Secretary or a Secretary pro tempore may perform any of the
Secretary's duties.
SECTION 4.6. Treasurer. The Treasurer shall have the care and custody
of the funds of the Corporation and shall have and exercise under the
supervision of the Board of Directors all the powers and duties commonly
incident to his office and shall give bond in such sum and with such
sureties as may be required by the Board of Directors. He shall have the
custody of all the money, funds and valuable papers and documents of the
Corporation except his own bond, if any, which shall be in the custody of
the Chief Executive Officer. He shall deposit all the funds of the
Corporation in such bank or banks, trust company or trust companies or with
such firm or firms doing a banking business as the Directors shall desig-
nate. He may endorse for deposit or collection all notes, checks, drafts
and other obligations payable to the Corporation or its order. He may
issue notes and accept drafts on behalf of the Corporation, and he shall
keep accurate books of account of the Corporation's transactions which
shall be the property of the Corporation and together with all its property
in his possession shall be subject at all times to the inspection and
control of the Directors.
ARTICLE V April 12, 1988
Indemnification April 16, 1991
Any person who was or is a party to any threatened, pending or
completed proceeding, by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall be indemnified by the Corporation to the full extent permitted by law
against all expenses and liabilities incurred in connection with such
proceeding, including any appeal thereof. Such persons shall also be
entitled to advancement of expenses incurred in defending a proceeding in
advance of its final disposition to the full extent permitted by law,
subject to the conditions imposed by law.
Any indemnification or advance of expenses under this article shall be
paid promptly, and in any event within 30 days, after the receipt by the
Corporation of a written request therefor from the person to be indemni-
fied, unless with respect to a claim for indemnification the person is not
entitled to indemnification under this article. Unless otherwise provided
by law, the burden of proving that the person is not entitled to
indemnification shall be on the Corporation.
The right of indemnification under this article shall be a contract
right inuring to the benefit of the directors, officers and other persons
entitled to be indemnified hereunder and no amendment or repeal of this
- 27 -<PAGE>
Exhibit 3
article shall adversely affect any right of such director, officer or other
person existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of
the heirs, executors and administrators of a director, officer or other
person entitled to indemnification hereunder.
As used in this article, the terms "Corporation", "other enterprises",
"expenses", "liability", "proceeding", "agent" and "serving at the request
of the Corporation" shall have the meanings ascribed to them in Section
607.0850 of the Florida Business Corporation Act or any successor statute.
The right of indemnification under this article shall be in addition
to and not exclusive of all other rights to which such director or officer
or other persons may be entitled. Nothing contained in this article shall
affect any rights to indemnification to which Corporation employees or
agents other than directors and officers and other persons entitled to
indemnification hereunder may be entitled by contract or otherwise under
law.
ARTICLE VI
Resignations and Removals
SECTION 6.1. Resignations. Any Director, officer or agent of the
Corporation may resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board or to the President or to the
Secretary of the Corporation, and any member of any committee may resign by
giving written notice either as aforesaid or to the committee of which he
is a member or the chairman thereof. Any such resignation shall take
effect at the time specified therein or if the time be not specified, upon
receipt thereof; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
April 18, 1985
April 16, 1991
SECTION 6.2. Removal. Subject to the rights of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect Directors under specified circumstances, any Director
may be removed from office, with or without cause, only by a majority vote
of the entire Board of Directors or by the affirmative vote of the holders
of 80 percent of the combined voting power of the then outstanding shares
of stock entitled to vote generally in the election of Directors, voting
together as a single class. The Board of Directors by vote of not less
than a majority of the entire Board may remove from office any officer,
assistant officer, agent or member of any committee whether elected or
appointed by it or the Chief Executive Officer at any time with or without
cause, and any assistant officer appointed by the Chief Executive Officer
may likewise be removed by the Chief Executive Officer. Any such removal
- 28 -<PAGE>
Exhibit 3
from office shall not affect the contract rights, if any, of the person so
removed.
ARTICLE VII
Capital Stock and Transfer of Stock
SECTION 7.1. Stock Certificates. Every shareholder shall be entitled
to have a certificate or certificates representing all shares of the
capital stock of the Corporation to which such shareholder is entitled and
subject to applicable statutory requirements, in form prescribed by the
Board of Directors, duly numbered and sealed with the corporate seal of the
Corporation or bearing a facsimile thereof, engraved, lithographed or
printed, and setting forth the number and kind of shares represented
thereby. Such certificates shall be signed by the President or a Vice
P r esident and by the Secretary or an Assistant Secretary of the
Corporation. If certificates of capital stock of the Corporation are
manually signed on behalf of a Transfer Agent, the signatures of the
officers of the Corporation may be facsimiles, engraved, lithographed or
printed.
If any officer who shall have signed or whose facsimile signature
shall have been placed on a stock certificate shall have ceased to be such
officer for any reason before such certificate shall have been issued, such
certificate may nevertheless be adopted by the Board of Directors and be
issued by the Corporation as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to be such
officer.
SECTION 7.2. Transfer Agent and Registrar. The Board of Directors may
appoint one or more Transfer Agents and/or Registrars for its stock of any
class or classes and may require stock certificates to be countersigned
and/or registered by one or more of such Transfer Agents and/or Registrars.
SECTION 7.3. Transfer of Stock. No transfer of the capital stock of
the Corporation shall be valid against the Corporation, its shareholders
(other than the transferor) and its creditors for any purposes (except to
render the transferee liable for debts of the Corporation to the extent
provided by law) until the transfer of such stock shall have been
registered upon the Corporation's stock transfer books.
Shares of capital stock shall be transferable on the books of the
Corporation by assignment in writing signed by the holder of record
thereof, his attorney legally constituted or his legal representatives upon
surrender of the certificate or certificates therefor and subject to any
valid restriction on the transfer thereof pursuant to law, the Articles of
Incorporation, these Bylaws or any agreement to which the Corporation is a
party. Except as otherwise required by law, neither the Corporation nor
any transfer or other agent of the Corporation shall be bound to take
notice of or recognize any trust, express, implied or constructive, or any
charge or equity affecting any of the shares of the capital stock, or to
ascertain or inquire whether any sale or transfer of any such share by any
holder of record thereof, his attorney legally constituted, or his legal
representative, is authorized by such trust, charge or equity or to
recognize any person as having any interest therein except the holder of
- 29 -<PAGE>
Exhibit 3
record thereof at the time of any such determination.
SECTION 7.4 Loss of Certificates. In case of the loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.
ARTICLE VIII
Bonds and Debentures
Every bond or debenture issued by the Corporation shall be signed by
the President or a Vice President and by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary, and sealed with
the seal of the Corporation. The seal may be facsimile, engraved or
printed. Where such bond or debenture is authenticated with the manual
signature of an authorized officer of the corporate or other trustee
designated by the indenture of trust or other agreement under which said
security is issued, the signature of any of the Corporation's officers
named herein may be facsimile. In case any officer who signed or whose
facsimile signature has been used on any such bond or debenture shall cease
to be an officer of the Corporation for any reason before the same has been
delivered by the Corporation, such bond or debenture may be issued and
delivered as though the person who signed it or whose facsimile signature
has been used thereon had not ceased to be such officer.
ARTICLE IX
Checks, Drafts and Certain Other
Obligations For the Payment of Money
All notes and other evidences of indebtedness of the Corporation other
than debentures or bonds shall be signed by such officers, agents or other
persons as the Board of Directors shall by vote or resolution direct. All
checks, drafts or other orders for the payment of money shall be signed by
such officers, agents or other persons as the President or Treasurer may
designate. The signature of any such officer, agent or other person so
designated to sign checks, drafts or other orders for the payment of money
may be facsimile if authorized by the President or the Treasurer.
ARTICLE X
Seal
The seal of the Corporation shall have the words "TECO Energy, Inc.,
Florida, 1981, Corporate Seal" inscribed thereon and may be a facsimile,
engraved, printed or an impression seal.
ARTICLE XI April 18, 1985
Amendments
The Board of Directors may by majority vote of those present at any
meeting at which a quorum is present alter, amend or repeal these Bylaws,
or adopt such other Bylaws as in their judgment may be advisable for the
regulation of the conduct of the affairs of the Corporation, provided that
a n y such alteration, amendment, repeal or adoption shall not be
inconsistent with the Articles of Incorporation. These Bylaws may be
altered, amended or repealed, and new Bylaws may be adopted by shareholders
- 30 -<PAGE>
Exhibit 3
at any regular or special meeting of shareholders only if such alteration,
amendment, repeal or adoption is approved by the affirmative vote of the
holders of at least 80% of the voting power of all shares of the
Corporation entitled to vote generally in the election of Directors voting
together as a single class; provided that notice of such proposed
alteration, amendment, repeal or adoption shall be included in the notice
of such meeting.
- 31 -<PAGE>
Exhibit 10.1
AMENDMENT
to TECO Energy, Inc.
Directors' Retirement Plan
TECO Energy, Inc. hereby amends Section 5, Retirement Benefits, of the
TECO Energy, Inc. Directors' Retirement Plan dated as of January 1, 1985 to
read as follows:
5. Retirement Benefits. The monthly retirement benefit of a
retired director or, in the event of such director's death, of his/her
spouse shall be $1,666.67 and shall be paid in quarterly installments
(based on the number of months during the quarter for which such
person is eligible to receive monthly benefits) on the last day of
each calendar quarter.
Benefits shall commence on the last day of the calendar
quarter in which the director becomes eligible and shall continue
until the first to occur of the following:
(a) The retired director has received monthly
benefits pursuant to the Plan for a number of months
equal to such retired director's months of service as a
director;
(b) Such retired director has received monthly
benefits for one hundred twenty months pursuant to the
Plan; or
(c) The retired director's death or the death of
his/her spouse whichever occurs later.
EXECUTED AND EFFECTIVE as of July 1, 1995 for directors retiring on or
after such date.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
T. L. Guzzle, Chief Executive Officer
- 29 -<PAGE>
Exhibit 10.2
TECO ENERGY GROUP
SUPPLEMENTAL RETIREMENT BENEFITS
TRUST AGREEMENT
Second Amendment to 1989 Restatement
The TECO Energy Group Supplemental Retirement Benefits Trust
Agreement dated as of April 27, 1989, as amended, is hereby further
amended as follows:
1. The attached Exhibit A is substituted for the existing Exhibit A.
2. The attached Exhibit B is substituted for the existing Exhibit B.
IN WITNESS WHEREOF, the Company and the Trustee have executed this
amendment as of July 17, 1995.
TECO ENERGY, INC.
By: /s/ Roger A. Dunn
Roger A. Dunn
Vice President - Human Resources
NATIONSBANK OF FLORIDA, N.A., as
Trustee
By:
Name:
Title:
- 30 -<PAGE>
Exhibit 10.2
EXHIBIT A
(As revised effective July 17, 1995)
TECO Energy Group Supplemental Executive Retirement Plan
TECO Energy, Inc. Supplemental Executive Retirement Plan for H.L. Culbreath
TECO Energy Group Supplemental Executive Retirement Plan for T.L. Guzzle
Excess benefit plan contained in the TECO Energy Group Retirement Plan
TECO Energy Group Supplemental Executive Retirement Plan for Roger H. Kessel
TECO Energy Group Supplemental Executive Retirement Plan for Alan D. Oak
TECO Energy Group Supplemental Executive Retirement Plan for
Keith S. Surgenor
TECO Energy Group Supplemental Executive Retirement Plan for James K. Taggart
TECO Energy Group Supplemental Executive Retirement Plan for
Girard F. Anderson
TECO Energy Group Supplemental Executive Retirement Plan for
Richard E. Ludwig
TECO Energy Group Supplemental Executive Retirement Plan for Roger A. Dunn
- 31 -<PAGE>
Exhibit 10.2
EXHIBIT B
(As revised effective July 17, 1995)
Timothy L. Guzzle
Girard F. Anderson
James K. Taggart
Alan D. Oak
Roger H. Kessel
Keith S. Surgenor
Richard E. Ludwig
Roger A. Dunn
- 32 -<PAGE>
Exhibit 10.3
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR ROGER A. DUNN
SECTION 1. PURPOSE AND EFFECTIVE DATE
The purpose of this plan is to provide Roger A. Dunn, Vice President -
Human Resources of TECO Energy, with additional retirement income by
supplementing the retirement benefits provided under the retirement plan.
The plan is effective as of July 17, 1995.
SECTION 2. DEFINITIONS
This section contains definitions of terms used in the plan. Where
the context so requires, the singular includes the plural, and the plural
includes the singular.
2.1 Annual earnings will have the same meaning as in the retirement
plan, except that the same will be determined without regard to (a) any
dollar limitation on such annual earnings that may be imposed under the
retirement plan or (b) any reduction in taxable income as a result of
voluntary salary reduction deferrals under the TECO Energy Group Retirement
Savings Excess Benefit Plan.
2.2 Average annual earnings of Mr. Dunn as of any date of reference
means the average of his annual earnings during the 36 consecutive months
of active employment preceding the date of reference.
2.3 Board means the Board of Directors of TECO Energy.
2.4 Committee means the retirement plan committee as constituted
under the retirement plan.
2.5 TECO Energy means TECO Energy, Inc. and any successor to all or a
major portion of its assets or business which assumes the obligations of
TECO Energy, Inc. under this plan.
2.6 Disability income plan means the TECO Energy Group Disability
Income Plan, as amended from time to time.
2.7 Plan means the TECO Energy Group Supplemental Executive
Retirement Plan for Roger A. Dunn, as set forth in this plan instrument,
and as it may be amended from time to time.
2.8 Retirement means termination of Mr. Dunn's employment with TECO
Energy by Mr. Dunn or TECO Energy for any reason on or after he attains age
55 years and 10 months.
- 33 -<PAGE>
Exhibit 10.3
2.9 Retirement plan means the TECO Energy Group Retirement Plan, as
amended from time to time.
2.10 Service will have the same meaning as "plan service" in the
retirement plan.
2.11 Social security benefit of Mr. Dunn as of any date of reference
(the "computation date") means the primary insurance amount to which he is
or would be entitled, payable under Title II of the Social Security Act as
in effect on such date, based on the assumptions: (a) that no changes in
the benefit levels payable or the wage base under Title II occur after the
computation date; (b) that, if the computation date falls before his the
date he reaches age 62 years and 10 months, his annual earnings during the
calendar year in which the computation date falls and during any subsequent
calendar year before the calendar year in which he reaches such age is
zero; (c) that payment of his primary insurance amount begins for the month
after he reaches age 62 years and 10 months, or his date of retirement if
later, without reduction or delay because of future gainful employment or
delay in applying for benefits; and (d) that his earnings for calendar
years before the calendar year in which the computation date falls will be
determined using his actual earnings history if available, and otherwise by
applying a six percent retrospective salary scale to his rate of annual
earnings in effect on the computation date. The social security benefit of
Mr. Dunn if he retires after age 65 years and 10 months will include any
delayed retirement credit.
2.12 Survivor income plan means the TECO Energy Group Survivor Income
Plan, as amended from time to time.
SECTION 3. RETIREMENT BENEFITS
3.1 Retirement at or after age 62 years and 10 months. Subject to
the reductions in Section 6.1 below, if Mr. Dunn retires on or after
attaining age 62 years and 10 months, he will receive a supplemental
monthly retirement benefit equal to one-twelfth of 3 percent of his average
annual earnings multiplied by his years of service (or portions thereof) up
to a maximum benefit of 35.5% of his final average earnings (35.5% percent
is equal to three percent multiplied by a maximum of 11 years and 10 months
of service) . Mr. Dunn's retirement benefit hereunder will be calculated
using his years of service (or portions thereof) and average annual
earnings as of his actual date of retirement.
3.2 Retirement before age 62 years and 10 months. Subject to the
reductions in Section 6.1 below, if Mr. Dunn retires before attaining age
62 years and 10 months, he will receive a supplemental monthly retirement
benefit equal to one-twelfth of (a) the amount determined using the formula
in Section 3.1 above, multiplied by (b) an early retirement factor
determined under the following table:
- 34 -<PAGE>
Exhibit 10.3
Years by which the
start of payments
precedes age 62 Early retirement
years and 10 months* factor
7 .65
6 .70
5 .75
4 .80
3 .85
2 .90
1 .95
* Interpolate for completed months
3.3 Termination before age 55 years and 10 months. If Mr. Dunn's
employment terminates for any reason before age 55 years and 10 months, he
will receive a supplemental monthly pension equal to one-twelfth of the
amount determined under the formula in Section 3.2 above, calculated using
his years of service (or portions thereof) and average annual earnings as
of his date of termination.
3.4 Form and time of retirement benefits The plan's retirement
benefits will be payable to Mr. Dunn in the form of a life annuity.
Benefit payments will begin on the first day of the month coinciding with
or next following the date of his retirement. If Mr. Dunn's employment
terminates before age 55 years and 10 months, benefits will begin on the
first day of the month coinciding with or next following the date he
attains age 55 years and 10 months.
SECTION 4. SURVIVING SPOUSE BENEFIT
3.1 Eligibility. Mr. Dunn's surviving spouse will receive the
surviving spouse benefit if Mr. Dunn and his spouse were married to each
other for at least the 12 months preceding Mr. Dunn's death and, in the
case of Mr. Dunn's death after retirement, Mr. Dunn and his spouse were
married to each other on Mr. Dunn's date of retirement.
3.2 Amount of surviving spouse benefit. Subject to the reductions
described in Section 6.2 below, the benefit provided under the plan to Mr.
Dunn's surviving spouse will be determined as follows:
(a) Pre-retirement before age 62 years and 10 months. If Mr.
Dunn dies during employment with TECO Energy and before he reaches age 62
years and 10 months, his surviving spouse will receive a monthly survivor
income payment equal to 50 percent of his monthly projected retirement
benefit. Mr. Dunn's monthly projected retirement benefit is the monthly
benefit he would have received if he had retired at age 62 years and 10
months under Section 3.1 calculated using his average annual earnings
determined as of his date of death.
- 35 -<PAGE>
Exhibit 10.3
(b) Pre-retirement on or after age 62 years and 10 months. If
Mr. Dunn dies during employment with TECO Energy on or after age 62 years
and 10 months, his surviving spouse will receive a monthly survivor income
payment equal to 50 percent of his monthly retirement benefit earned under
Section 3.1 using his years of service (or portions thereof) and his
average annual earnings as of his date of death.
(c) Post-retirement. If Mr. Dunn dies on or after the date of
his retirement, his surviving spouse will receive a monthly survivor income
payment equal to 50 percent of the monthly benefit payment he was receiving
at his death (or would have received if he had survived until the first
payment date).
3.3 Form and time of surviving spouse benefit. Surviving spouse
benefits under this Section 4 will be payable in the form of a life annuity
to the surviving spouse. Benefit payments will begin on the first day of
the month coinciding with or next following the date of Mr. Dunn's death.
SECTION 5. DISABILITY
3.1 If Mr. Dunn suffers a total disability (as defined in the
disability income plan) before age 62 years and 10 months, he will continue
to be credited with service as if he were actively employed by TECO Energy
during his period of total disability. Mr. Dunn may not receive benefits
under this plan at any time when he is receiving disability income payments
under the disability income plan. Benefits under this plan will begin when
payments cease under the disability income plan.
3.2 Mr. Dunn's disability date is his last day of work for TECO
Energy before becoming unable to continue working because of his total
disability. A period of total disability of Mr. Dunn will begin on his
disability date and will end on the earlier of the last day of the month in
which his final disability income payment is due under the disability
income plan or on the date he retires hereunder and starts receiving
benefit payments.
3.3 If Mr. Dunn does not return to active service with TECO Energy
after suffering a total disability, his retirement benefits under Section 3
will be calculated using his average annual earnings as of his disability
date, his total service including service credited under Section 5.1 above,
and his primary social security benefit as of his date of disability.
3.4 If Mr. Dunn dies while disabled, his surviving spouse will, if
eligible, receive the pre-retirement surviving spouse benefit determined
under Section 4.2(a) or (b).
SECTION 6. OFFSET FOR OTHER PAYMENTS
3.1 Mr. Dunn's retirement benefit will be reduced (but not below
zero) by the following payments, with such reductions starting when such
payments are assumed to begin: (a) 100 percent of the social security
- 36 -<PAGE>
Exhibit 10.3
benefit of Mr. Dunn assuming such benefit begins on the later of the date
he reaches age 62 years and 10 months or his actual retirement, and (b) the
amount of his benefit payments under the retirement plan (converted to a
life annuity if such payments are in an optional form), assuming such
payments begin on the later of the date he reaches age 55 years and 10
months or his actual retirement.
3.2 The benefit of Mr. Dunn's surviving spouse will be reduced (but
not below zero) by the following payments: (a) payments under the survivor
income plan, and (b) payments under the retirement plan.
SECTION 7. BENEFITS NOT CURRENTLY FUNDED
3.1 Nothing in this plan will be construed to create a trust or to
obligate TECO Energy or any other employer to segregate a fund, purchase an
insurance contract, or in any other way currently to fund the future
payment of any benefits hereunder, nor will anything herein be construed to
give Mr. Dunn or any other person rights to any specific assets of TECO
Energy or of any other employer or entity.
3.2 Notwithstanding Section 7.1, TECO Energy has established a
grantor trust of which it is treated as the owner under Section 671 of the
Internal Revenue Code to provide for the payment of benefits hereunder.
SECTION 8. ADMINISTRATION
The plan will be administered by the committee, which will have full
power and authority to construe, interpret and administer the plan.
Decisions of the committee will be final and binding on all persons. The
committee may, in its discretion, adopt, amend and rescind rules and
regulations relating to the administration of the plan.
SECTION 9. RIGHTS NON-ASSIGNABLE
Neither Mr. Dunn, his surviving spouse, nor any other person will have
any right to assign or otherwise to alienate the right to receive payments
under the plan, in whole or in part.
- 37 -<PAGE>
Exhibit 10.3
SECTION 10. OTHER BENEFIT PLANS
This plan will supersede any obligation to pay benefits to Mr. Dunn
under the excess benefit plan contained in the retirement plan or the TECO
Energy Group Supplemental Executive Retirement Plan, as they may be amended
from time to time. No benefits will be payable to Mr. Dunn under the
excess benefit plan or the TECO Energy Group Supplemental Executive
Retirement Plan.
SECTION 11. AMENDMENT
TECO Energy reserves the right at any time by action of the board to
amend the plan in any way. However, no amendment of the plan may reduce
the benefits to be paid to Mr. Dunn or his surviving spouse below those
that would have been paid if the plan had continued without change to the
date of Mr. Dunn's retirement or termination of employment for any reason.
Executed as of July 17, 1995.
TECO ENERGY, INC.
By: /s/ Timothy L. Guzzle
Timothy L. Guzzle
Chief Executive Officer
ROGER A. DUNN
/s/ Roger A. Dunn
- 38 -<PAGE>
Exhibit 11
TECO ENERGY, INC.
COMPUTATIONS OF EARNINGS PER COMMON SHARE
Three months ended June 30, 1995 1994
Primary Fully Diluted Primary Fully Diluted
Earnings Earnings Earnings Earnings
Net income (000) $ 46,380 $ 46,380 $ 41,860 $ 41,860
Common shares outstanding
at beginning of period 116,332,208 116,332,208 115,760,343 115,760,343
Dividend reinvestment and
common stock purchase plan:
Shares issued 54,946 54,946 74,495 74,495
Stock option plans:
Options exercised 7,900 7,900 23,833 23,833
Shares under option at
end of period 2,505,772 2,084,172
Treasury shares which could
be purchased (2,153,981) (1,965,639)
Avg. no. of shares
outstanding 116,395,054 116,746,845 115,858,671 115,977,204
Earnings per share $ 0.40 $ 0.40 $ 0.36 $ 0.36
Six months ended June 30, 1995 1994
Primary Fully Diluted Primary Fully Diluted
Earnings Earnings Earnings Earnings
Net income (000) $ 82,884 $ 82,884 $ 75,462 $ 75,462
Common shares outstanding
at beginning of period 116,199,423 116,199,423 115,621,008 115,621,008
Dividend reinvestment and
common stock purchase plan:
Shares issued 113,155 113,155 131,508 131,508
Stock option plans:
Options exercised 17,939 17,939 23,905 23,905
Shares under option at
end of period 2,505,772 2,084,172
Treasury shares which could
be purchased (2,153,981) (1,898,276)
Avg. no. of shares
outstanding 116,330,517 116,682,308 115,776,421 115,962,317
Earnings per share $ 0.71 $ 0.71 $ 0.65 $ 0.65
- 39 -<PAGE>
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THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
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<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,192,672
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<LONG-TERM-DEBT-NET> 997,173
<SHORT-TERM-NOTES> 2,755
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<COMMERCIAL-PAPER-OBLIGATIONS> 379,600
<LONG-TERM-DEBT-CURRENT-PORT> 31,522
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<CAPITAL-LEASE-OBLIGATIONS> 0
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