As filed with the Securities and Exchange Commission on February 26,
1998.
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
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 or Identification Number)
organization)
702 North Franklin Street, Tampa, Florida 33602 (813) 228-4111
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
______________________
ROGER H. KESSEL, ESQ.
Senior Vice President -- General Counsel and Secretary
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
with copies to:
DAVID R. POKROSS, JR., ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
______________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
______________________
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box.
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
______________________
CALCULATION OF REGISTRATION FEE<PAGE>
Proposed Proposed
Title of each Amount to maximum maximum Amount
class of be offering aggregate of
securities registered price offering price regist
to be per (1) ration
registered share(1) fee
Common Stock, 606,060 $26.1875 $15,871,196.25 $4,682
$1.00 par shares
value
(1) E s t i m ated solely for the purpose of determining the
registration fee and computed pursuant to Rule 457(c) and based
upon the prices on February 24, 1998 as reported on the
consolidated tape for stocks listed on the New York Stock
Exchange.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.<PAGE>
Subject to Completion, Dated February 26, 1998
606,060 Shares
TECO ENERGY, INC.
Common Stock
_____________________
This Prospectus relates to the offer and sale of up to the
606,060 shares (the "Shares") of Common Stock, $1.00 par value
per share ("TECO Common Stock"), of TECO Energy, Inc. (the
"Company") by an existing shareholder of the Company (the
"Selling Shareholder"). The Shares offered by this Prospectus
were acquired by the Selling Shareholder in connection with the
acquisition of Griffis, Inc. and U.S. Propane, Inc.
(collectively, the "Acquired Companies") by the Company through
mergers (the "Mergers") completed on January 27, 1998. The
Shares are being registered by the Company pursuant to
registration rights granted in connection with the Mergers.
The Shares may be offered and sold by the Selling Shareholder
from time to time in open-market or privately-negotiated
transactions not involving an underwritten public offering, or
by a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed
prices. The Selling Shareholder may effect such transactions
by selling the Shares through brokers, and such brokers may
receive compensation in the form of discounts or commissions
from the Selling Shareholder, the purchasers of the Shares or
both (which compensation to a particular broker might be in
excess of customary commissions). See "THE SELLING
SHAREHOLDER" and "PLAN OF DISTRIBUTION."
The Company will not receive any of the proceeds from the
sale of the Shares. The Company, however, has agreed to bear
certain expenses in connection with the registration of the
Shares. The Company also has agreed to indemnify the Selling
Shareholder against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
TECO Common Stock is listed on the New York Stock Exchange
(the "NYSE") under the symbol TE. On February 25, 1998, the
closing per share sale price of TECO Common Stock, as reported
by the NYSE, was $26.3125.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
No person is authorized to give any information or to make
any representations other than those contained in this
Prospectus and, if given or made, such information or
representations must not be relied upon as having been<PAGE>
authorized by the Company or the Selling Shareholder. This
Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy to any person in any
jurisdiction in which such offer or solicitation would be
unlawful or to any person to whom it is unlawful. Neither the
delivery of this Prospectus nor any offer or sale made
hereunder shall, in any circumstances, create any implication
that there has been no change in the affairs of the Company or
that the information contained herein is correct as of any time
subsequent to the date hereof.
_____________________
The date of this Prospectus is March ___, 1998.<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . 1
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . 1
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . 2
THE SELLING SHAREHOLDER . . . . . . . . . . . . . . . . . . 2
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . 2
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . 3
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . 3<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith, files periodic
reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission") relating
to its business, financial statements and other matters.
Reports and proxy and information statements filed with the
Commission as well as copies of the Registration Statement, of
which this Prospectus is a part, can be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the
Commission: Midwest Regional Office, 500 West Madison Avenue,
Suite 1400, Chicago, Illinois 60661; and Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. Such reports and
other information can also be reviewed on the Commission's web
site (http://www.sec.gov). TECO Common Stock is listed on the
NYSE. Reports and other information concerning the Company may
be inspected at the offices of the NYSE, 20 Broad Street, New
York, 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company
with the Commission (File No. 1-8180) are hereby incorporated
by reference: (i) the Company's Annual Report on Form 10-K for
the year ended December 31, 1996; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997; and (iii) the Company's
Current Reports on Form 8-K filed with the Commission on
November 13, 1997 and January 16, 1998.
Each document filed by the Company subsequent to the date
of this Prospectus pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of the
offering of the Shares shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of
filing of such document. Any statement contained herein or in
a document all or a portion of which is incorporated or deemed
to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, in any other
subsequently filed document which also is or is deemed to be
incorporated herein by reference or in any prospectus
supplement modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral
request by such person, a copy of any document described above
(other than exhibits). Requests for such copies should be
directed to TECO Energy, Inc., 702 North Franklin Street,
Tampa, Florida 33602, attention: Mark Kane; telephone number:
(813) 228-4111.<PAGE>
THE COMPANY
The Company is a holding company whose largest subsidiary,
Tampa Electric Company, has both electric and gas utility
divisions serving customers in Florida. The Company's other
subsidiaries engage in energy-related businesses. A more
complete description of the business of the Company and its
recent activities can be found in the documents listed in
"DOCUMENTS INCORPORATED BY REFERENCE." The principal offices
of the Company, a Florida corporation, are located at 702 North
Franklin Street, Tampa, Florida 33602, and its telephone number
at such offices is (813) 228-4111.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
the Shares.
THE SELLING SHAREHOLDER
The Selling Shareholder, Griffis Family Partnership, is
the former shareholder of the Acquired Companies. The Shares
offered hereby were acquired by the Selling Shareholder in
connection with the mergers of the Acquired Companies with
subsidiaries of the Company. Griffis Family Partnership has
five partners: Henry G. Griffis, Jr., Henry G. Griffis, Sr.,
Ida L. Griffis, Sharon L. Cunningham and Diana S. Mosley. As
of February 25, 1998, the Selling Shareholder and its partners,
collectively, beneficially owned only the 606,060 shares of
TECO Common Stock which may be offered by this Prospectus.
Other than as discussed in the next sentence, neither the
Selling Shareholder nor any of its partners has held any
position or office with, been employed by or otherwise had a
material relationship with, the Company or any of its
predecessors or affiliates since January 1, 1995, other than as
shareholders. Following the Mergers, Henry G. Griffis, Jr. and
Ronald D. Mosley, Diana Mosley's husband, became paid
consultants to the Company. As of December 31, 1997, there were
approximately 131 million shares of TECO Common Stock
outstanding. The total number of Shares which may be offered
by this Prospectus represents less than 1% of that number.
Approximately 5% of the Shares are subject to an escrow
agreement among the Company and the Selling Shareholder. Such
Shares will not be eligible for sale by the Selling Shareholder
until January 27, 1999; furthermore, of such escrowed Shares,
only those in excess of the number necessary to satisfy Selling
Shareholder indemnification obligations under the merger
agreement will be available for sale.
PLAN OF DISTRIBUTION
The Company has filed with the Commission a Registration
Statement on Form S-3, of which this Prospectus forms a part,
with respect to the sale of the Shares from time to time in
transactions not involving an underwritten public offering and
has agreed to prepare and file such amendments and supplements
to the Registration Statement as may be necessary to keep the
Registration Statement effective until the earlier of (a) the
date on which the Selling Shareholder no longer holds any of
2<PAGE>
the Shares and (b) the date on which the Shares would become
eligible for sale pursuant to Rule 144 (or any similar
provision) under the Securities Act, at which time the offering
of Shares pursuant to this Prospectus will terminate.
The Shares offered hereby by the Selling Shareholder may
be sold from time to time. Such sales may be made on one or
more exchanges (including the NYSE), in the over-the-counter
market or otherwise, at prices then prevailing, at prices
related to the then-current market price, at negotiated prices
or at fixed prices.
The Selling Shareholder may effect such transactions by
selling the Shares through brokers, and such brokers may
receive compensation in the form of commissions or discounts
from the Selling Shareholder, the purchasers of the Shares or
both (which compensation to a particular broker might be in
excess of customary commissions). Such brokers may be deemed
to be "underwriters" within the meaning of the Securities Act,
in connection with such sales, and any commissions or discounts
received by them may be deemed to constitute underwriting
discounts or commissions. Upon the Company being notified by
the Selling Shareholder that any material arrangement has been
entered into with a broker for the sale of Shares, a prospectus
supplement or amendment will be filed, if required, disclosing
facts material to the transaction.
If so requested by the managing underwriter or
underwriters of a public offering by the Company, the Selling
Shareholder has agreed not to effect sales of Shares during the
14 days prior to the effective date of the applicable
registration statement and the 10 days following completion of
such offering. The Selling Shareholder has also agreed to
suspend sales, for up to 90 days, upon notification that
certain actions, such as amending or supplementing this
Prospectus, are required in order to comply with federal or
state securities laws.
The Company has agreed to pay for certain costs and
expenses incident to the issuance, offer, sale and delivery of
the Shares, including, but not limited to, printing, legal and
accounting expenses incurred by the Company and registration
and filing fees imposed by the Commission or the NYSE. The
Company also has agreed to indemnify the Selling Shareholder
against certain civil liabilities, including liabilities under
the Securities Act. The Company will not pay brokerage
commissions or taxes associated with sales by the Selling
Shareholder or any legal, accounting and other expenses
incurred by Selling Shareholder.
LEGAL MATTERS
The validity of the Shares offered hereby have been passed
upon for the Company by Palmer & Dodge LLP, Boston,
Massachusetts.
3<PAGE>
EXPERTS
The consolidated financial statements as of December 31,
1996 and 1995 and for each of the three years in the period
ended December 31, 1996 included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 and
incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority
of that firm as experts in accounting and auditing.
4<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the offering of the Shares
will be borne by the registrant and are estimated as follows:
SEC Registration Fee . . . . $ 4,682
Legal fees and expenses . . $ 6,000
Miscellaneous expenses . . . $ 1,318
Total . . . . . . . . . $ 12,000
Item 15. Indemnification of Directors and Officers
The registrant's Bylaws provide that any person who was or
is a party to any threatened, pending or completed proceeding,
because such person is or was a director or officer of the
registrant or is or was serving at the request of the
registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, shall be
indemnified by the registrant to the full extent permitted by
law against expenses and liabilities. The indemnification
provided for in the registrant's Bylaws is expressly not
exclusive of all other rights to which such person may be
entitled as a matter of law.
Section 607.0850 of the Florida Business Corporation Act
grants the registrant the power to indemnify each person who
was or is a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against liability, expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with any such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the
best interests of the registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; provided, however, no
indemnification shall be made in connection with any proceeding
brought by or in the right of the registrant where the person
involved is adjudged to be liable to the registrant, except to
the extent approved by a court.
The registrant maintains an insurance policy on behalf of
its directors and officers thereof, covering certain
liabilities that may arise as a result of the directors and
officers.
Item 16. Exhibits
See Exhibit Index immediately following the signature page
hereof.
II-1 <PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-
8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or throughout
a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
II-2 <PAGE>
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-
effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the
Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of any employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in
this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions referred to in Item 15 hereof, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-3 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa, State of
Florida, on February 26, 1998.
TECO ENERGY, INC.
By: /s/ G.F. Anderson
G.F. Anderson, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TECO Energy,
Inc., hereby severally constitute and appoint each of John B.
Ramil and Roger H. Kessel our true and lawful attorneys, with
full power to them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-3
(including pre- and post-effective amendments), and any related
Rule 462(b) registration statement or amendment thereto, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated as of February
26, 1998.
Signature Title
/s/ G.F. Anderson Chairman of the Board,
G.F. Anderson President and Chief Executive Officer
(Principal Executive Officer)
/s/ J.B. Ramil Vice President-Finance and
J.B. Ramil Chief Financial Officer
(Principal Financial Officer)
/s/ W.L. Griffin Vice President-Controller
W.L. Griffin (Principal Accounting Officer)
/s/ C.D. Ausley Director
C.D. Ausley
/s/ S.L. Baldwin Director
S.L. Baldwin <PAGE>
_________________________ Director
H.L. Culbreath
/s/ J.L. Ferman, Jr. Director
J.L. Ferman, Jr.
/s/ E.L. Flom Director
E.L. Flom
_________________________ Director
H.R. Guild, Jr.
/s/ T.L. Rankin Director
T.L. Rankin
/s/ R.L. Ryan Director
R.L. Ryan
/s/ W.P. Sovey Director
W.P. Sovey
/s/ J.T. Touchton Director
J.T. Touchton
_________________________ Director
J.A. Urquhart
/s/ J.O. Welch, Jr. Director
J.O. Welch, Jr.<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page
4.1 Articles of Incorporation as amended on April
20, 1993. Filed as Exhibit 3 to the
registrant's Form 10-Q for the quarter ended
March 31, 1993, and incorporated herein by
reference.
4.2 Bylaws of the registrant, as amended effective
January 21, 1998. Filed herewith. 12
4.3 Rights Agreement between the registrant and
The First National Bank of Boston, as Rights
Agent, dated as of April 27, 1989. Filed as
Exhibit 4 to the registrant's Form 8-K, dated
as of May 2, 1989, and incorporated herein by
reference.
4.4 Amendment No. 1 to Rights Agreement dated as
of July 20, 1993 between the registrant and
The First National Bank of Boston, as Rights
Agent. Filed as Exhibit 1.2 to the
registrant's Form 8-A/A, dated as of July 27,
1993, and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP. To be filed by
amendment.
23.1 Consent of Coopers & Lybrand L.L.P.,
independent accountants to the registrant.
Filed herewith. 24
23.2 Consent of Palmer & Dodge LLP (to be contained
in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of
this Registration Statement). <PAGE>
Exhibit 4.2
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
April 16, 1997
January 21, 1998
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
January 21, 1998
SECTION 2.2. Annual Meetings. The annual meeting of the share-
holders of the Corporation shall be held on such date and at such time
as shall be fixed from time to time by the Board of Directors 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
January 21, 1998
S E CTION 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
12<PAGE>
Exhibit 4.2
shareholders shall be called by the Secretary and held on the date
fixed by the Board of Directors, which date shall not be 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 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
m e e t ing 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
i s s u ed 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.
13<PAGE>
Exhibit 4.2
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.
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 Florida Business Corporation Act shall not apply to control-share
acquisitions (as defined in such section) of shares of the Corporation
14<PAGE>
Exhibit 4.2
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 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
s u ch 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
c a p i tal stock of the Corporation beneficially owned by the
s h a r e holder; 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
e x cept 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 Directors unless otherwise provided in the
Articles of Incorporation.
15<PAGE>
Exhibit 4.2
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
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
16<PAGE>
Exhibit 4.2
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
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
17<PAGE>
Exhibit 4.2
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) 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 session 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
18<PAGE>
Exhibit 4.2
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
Officers
April 16, 1991
April 16, 1997
SECTION 4.1. Election. (Appointment). The officers of the
Company 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
President 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 from time-to-time, 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 may be appointed by the President from
time-to-time. 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 be filled by the President.
The Board of Directors or the President may in their discretion
from time-to-time also appoint divisional officers.
January 21, 1998
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. For so long as
the Corporation or any of its subsidiaries are impacted by 46 U.S.C.
802 et. seq., the President, Chief Executive Officer and Chairman of
the Board, if any, shall be United States citizens.
19<PAGE>
Exhibit 4.2
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
C o r poration, 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 supervise 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 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
20<PAGE>
Exhibit 4.2
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 designate. 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 posses-
sion shall be subject at all times to the inspection and control of
the Directors.
ARTICLE V April 12, 1988
Indemnification April 16, 1991
April 16, 1997
Any person who is or was an officer, director or employee of the
Company and who is or was a party to any threatened, pending or
completed proceeding, by reason of the fact that he is or was a direc-
tor, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enter-
prise, shall be indemnified by the Company 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 Company of a written request therefor from the person
to be indemnified, 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 Company.
The right of indemnification under this article shall be a
contract right inuring to the benefit of the persons entitled to be
indemnified hereunder and no amendment or repeal of this article shall
adversely affect any right of such persons 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 person entitled to
indemnification hereunder.
21<PAGE>
Exhibit 4.2
As used in this article, the terms "Company", "other enter-
prises", "expenses", "liability", "proceeding", "agent" and "serving
at the request of the Company" 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 addi-
tion to and not exclusive of all other rights to which persons
entitled to indemnification hereunder may be entitled. Nothing
contained in this article shall affect any rights to indemnification
to which 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 from office shall not affect the contract
rights, if any, of the person so removed.
22<PAGE>
Exhibit 4.2
ARTICLE VII
Capital Stock and Transfer of Stock
April 16, 1997
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 Company 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 Company 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 President and by the Secretary or an
Assistant Secretary of the Company. If certificates of capital stock
of the Company are manually signed on behalf of a Transfer Agent, the
signatures of the officers of the Company 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 shall nevertheless be valid.
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
23<PAGE>
Exhibit 4.2
as having any interest therein except the holder of 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
24<PAGE>
Exhibit 4.2
advisable for the regulation of the conduct of the affairs of the
Corporation, provided that any 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 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.
25<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of TECO Energy, Inc. of our report dated January
15, 1997, on our audits of the consolidated financial statements of
TECO Energy, Inc. as of December 31, 1995 and 1996 and for each of the
three years in the period ended December 31, 1996, which report is
included in TECO Energy's, Inc.'s 1996 Annual Report on Form 10-K. We
also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P
Coopers & Lybrand L.L.P.
Tampa, Florida
February 26, 1998<PAGE>
