REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2052286
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
702 North Franklin Street, Tampa, Florida 33602
(Address of Principal Executive Offices)
1997 DIRECTOR EQUITY PLAN
(Full Title of the Plan)
ROGER H. KESSEL, ESQ.
Senior Vice President - General Counsel and Secretary
TECO Energy, Inc
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4300
(Name, address and telephone number of agent for service)
with copies to:
DAVID R. POKROSS, JR., ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities to be be maximum maximum registrat
registered registered offering aggregate ion fee
price per offering
share(1) price(1)
Common Stock, 250,000 $23.5625 $6,140,625 $1,809
$1.00 par value shares(2)
(1) Estimated solely for the purpose of determining the
registration fee and computed pursuant to Rule 457(h) and
based upon the average of the high and low sale prices on
April 18, 1997 as reported by the consolidated reporting
system.
(2) This Registration Statement registers 250,000 shares of
Common Stock under the 1997 Director Equity Plan. An
aggregate of 500,000 shares of Common Stock (as adjusted for
stock splits) has previously been registered under such plan
(SEC File No. 33-40076).<PAGE>
Index to Exhibits Appears on Page 5
Page 1 of 9
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Regarding Incorporation by Reference from Effective
Registration Statement
This Registration Statement covers additional securities of
the same class as the securities of the Registrant registered on
Form S-8 (Registration No. 33-40076) filed with the Securities
and Exchange Commission on April 22, 1991, the contents of which
are hereby incorporated by reference, relating to the
Registrant's 1991 Director Stock Option Plan. The 1991 Director
Stock Option Plan has been amended and restated as the 1997
Director Equity Plan effective as of April 16, 1997.
Item 8. Exhibits.
See Exhibit Index on page 5.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Tampa, State of Florida, on this 21st day of April,
1997.
TECO ENERGY, INC.
By: /s/ Alan D. Oak
Alan D. Oak
Senior Vice President -
Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons on behalf of the registrant and in the
capacities indicated on April 21, 1997.
Signature Title
T. L. Guzzle* Chairman of the Board and Director
T. L. Guzzle (Principal Executive Officer)
/s/ A. D. Oak Senior Vice President-Finance
A. D. Oak (Principal Financial and
Accounting Officer)
G. F. Anderson* President, Director and Chief Operating
G. F. Anderson Officer
C. D. Ausley* Director
C. D. Ausley
S. L. Baldwin* Director
S. L. Baldwin
H. L. Culbreath* Director
H. L. Culbreath
J. L. Ferman, Jr.* Director
J. L. Ferman, Jr.
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E. L. Flom* Director
E. L. Flom
H. R. Guild, Jr.* Director
H. R. Guild, Jr.
D. R. Hendrix* Director
D. R. Hendrix
R. L. Ryan* Director
R. L. Ryan
W. P. Sovey* Director
W. P. Sovey
J. T. Touchton* Director
J. T. Touchton
J. A. Urquhart* Director
J. A. Urquhart
J. O. Welch, Jr.* Director
J. O. Welch, Jr.
*By: /s/ A. D. Oak
A. D. Oak, Attorney-in-fact
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EXHIBIT INDEX
Exhibit Page
Number Description Number
5.1 Opinion of Palmer & Dodge LLP
as to the legality
of the securities registered
hereunder. Filed herewith. 6
23.1 Consent of Coopers & Lybrand
L.L.P.,independent accountants.
Filed herewith. 7
23.2 Consent of Palmer & Dodge LLP
(contained in Opinion of Palmer
& Dodge LLP filed as Exhibit 5.1).
24.1 Power of Attorney. Filed herewith. 8
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Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
April 21, 1997
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33601
Ladies & Gentlemen:
We are rendering this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
filed by TECO Energy, Inc. (the "Company") with the Securities
and Exchange Commission under the Securities Act of 1933 on or
about the date hereof. The Registration Statement relates to
250,000 shares (the "Shares") of the Company's Common Stock,
$1.00 par value, offered pursuant to the provisions of the
Company's 1997 Director Equity Plan (the "Plan").
We have acted as your counsel in connection with the
preparation of the Registration Statement and are familiar with
the proceedings taken by the Company in connection with the
authorization of the issuance and sale of the Shares. We have
examined all such documents as we consider necessary to enable us
to render this opinion.
Based upon the foregoing, we are of the opinion that when
issued in accordance with the terms of the Plan and, to the
extent applicable, the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of
the Registration Statement.
Very truly yours,
Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of TECO Energy, Inc. on Form S-8 for its
1997 Director Equity Plan of our report dated Jan. 15, 1997 on
our audits of the consolidated financial statements of TECO
Energy, Inc. and subsidiaries as of Dec. 31, 1996 and 1995 and
for the years ended Dec. 31, 1996, 1995 and 1994, which report is
included in TECO Energy, Inc.'s 1996 Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
Tampa, Florida
April 21, 1997
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Exhibit 24.1
TECO ENERGY, INC.
POWER OF ATTORNEY
WHEREAS, the Board of Directors of TECO Energy, Inc., a
Florida corporation, at a meeting held on January 15, 1997,
authorized the officers and Directors of the Corporation to
execute a Registration Statement on Form S-8 and authorized the
officers of the Corporation to file said Registration Statement
with the Securities and Exchange Commission under the Securities
Act of 1933 as amended.
NOW, THEREFORE, each of the undersigned in his capacity as a
Director or officer or both, as the case may be, of said
Corporation, does hereby appoint R. H. Kessel, A. D. Oak and D.
R. Pokross, Jr., and each of them, severally, his true and lawful
attorneys or attorney to execute in his name, place and stead, in
his capacity as Director or officer or both, as the case may be,
of said Corporation, said Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities
and Exchange Commission. Each of said attorneys has the power to
act hereunder with or without the other of said attorneys and
shall have full power of substitution and resubstitution. Each
of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act whatsoever requisite or neces-
sary to be done in the premises, as fully and to all intents and
purposes as each of the undersigned might or could do in person,
and each of the undersigned hereby ratifies and approves the acts
of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned have executed this
instrument on the dates set forth below.
/s/T. L. Guzzle January 15, 1997
T. L. Guzzle, Chairman of the Board
Principal Executive Officer) and Director
/s/ A. D. Oak January 15, 1997
A. D. Oak, Senior Vice President-Finance
(Principal Financial and Accounting Officer)
/s/ G. F. Anderson January 15, 1997
G. F. Anderson, President,
Director and Chief Operating Officer
/s/ C. D. Ausley January 15, 1997
C. D. Ausley, Director
/s/ S. L. Baldwin January 15, 1997
S. L. Baldwin, Director
/s/ H. L. Culbreath January 15, 1997
H. L. Culbreath, Director
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/s/ J. L. Ferman, Jr. January 15, 1997
J. L. Ferman, Jr., Director
/s/ E. L. Flom January 15, 1997
E. L. Flom, Director
/s/ H. R. Guild, Jr. January 15, 1997
H. R. Guild, Jr., Director
/s/ D. R. Hendrix January 15, 1997
D. R. Hendrix, Director
/s/ R. L. Ryan January 15, 1997
R. L. Ryan, Director
/s/ W. P. Sovey January 15, 1997
W. P. Sovey, Director
/s/ J. T. Touchton January 15, 1997
J. T. Touchton, Director
/s/ J. A. Urquhart January 15, 1997
J. A. Urquhart, Director
/s/ J. O. Welch , Jr. January 15, 1997
J. O. Welch, Jr., Director
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