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Filed Pursuant to Rule 424(b)(3)
Registration No. 033-43512
PROSPECTUS
TECO ENERGY, INC.
COMMON STOCK, $1.00 PAR VALUE
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
TECO Energy, Inc. (the "Company") provides shareholders with a convenient and
economical method of purchasing additional Common Stock of the Company.
Employees of the Company and its subsidiaries may also purchase Common Stock
under the Plan through automatic payroll deductions.
Shares purchased under the Plan will be purchased directly from the
Company unless the Company directs the plan agent, BankBoston, N.A. (the
"Agent"), to purchase shares on the open market.
Participants in the Plan may:
-- have cash dividends on all or some of their shares of Common Stock
automatically reinvested, at the current market price as defined
below, in stock purchased from the Company or on the open market; or
-- continue to receive their cash dividends and invest by making
optional cash payments of not less than $25 at any one time and not
more than $100,000 in the aggregate per calendar year, at the current
market price as defined below, in stock purchased from the Company or
on the open market; or
-- invest their cash dividends on all or some of their shares and make
optional cash payments.
If original issue shares of Common Stock of the Company are purchased
under the Plan, the purchase price for shares acquired with reinvested cash
dividends and/or optional cash payments will be the average of the most recent
five daily high and low sale prices for the Company's Common Stock, ending with
the purchase date, as reported in the Wall Street Journal report of
NYSE-Composite Transactions. The price per share to Participants of shares
purchased on the open market will be the weighted average price (including
brokerage commissions) of the shares acquired by the Agent. No shares will be
purchased from the Company under the Plan at less than their par value,
currently $1.00 per share.
Cash dividends will be invested quarterly, normally on each dividend
payment date, and optional cash payments will be invested monthly, normally on
the 15th day of the month.
Shareholders who do not participate in the Plan will continue to
receive cash dividends.
THIS PROSPECTUS RELATES TO 3,480,814 SHARES OF COMMON STOCK AND SHOULD
BE RETAINED FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS NOVEMBER 13, 1991, AS AMENDED THROUGH
MARCH 5, 1999.
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AVAILABLE INFORMATION
TECO Energy, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities of 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 Street, 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 be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
Judiciary Plaza N.W., Washington, D.C. 20549. Such reports and other information
can also be reviewed on the Commission's web site (http://www.sec.gov). The
Common Stock of the Company is listed on the New York Stock Exchange (the
"NYSE"). Reports and other information concerning the Company can be inspected
at the offices of the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (with all amendments and exhibits, the "Registration Statement") under
the Securities Act of 1933, as amended, with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock offered hereby, reference is made to
such Registration Statement and to the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to the
1934 Act are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998.
3. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-B (File No. 1-8180) dated July 10,
1981, including any amendment or report filed after the date of this
Prospectus for the purpose of updating such description.
4. The description of the Company's share purchase rights contained in its
Registration Statement on Form 8-A (File No. 1-8180) dated May 2, 1989,
as amended by Amendment No. 1 on Form 8-A/A dated July 27, 1993,
including any amendment or report filed after the date of this
Prospectus for the purpose of updating such description.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior
to the termination of this offering of Common Stock shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for
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purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed incorporated document modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents (unless such exhibits have been
specifically incorporated by reference therein). Requests for such copies should
be directed to: Shareholder Services, TECO Energy, Inc., P.O. Box 111, Tampa,
Florida 33601, telephone (813) 228-1326.
THE COMPANY
TECO Energy, Inc., a Florida corporation, is the issuer of the shares
of Common Stock covered by this Prospectus. The Company is an electric and gas
utility holding company with important diversified activities. Its diversified
operating businesses are engaged in marine transportation, coal mining, natural
gas production from coalbeds, independent power, propane gas distribution, a
variety of energy services and the design and production of advanced energy
management and control systems. The Company's operating companies have
facilities in several states and Central America. A more complete description of
the business of the Company and its recent activities can be found in documents
listed in "Incorporation of Certain Documents by Reference".
The executive offices of the Company are located at TECO Plaza, 702
North Franklin Street, Tampa, Florida 33602, telephone (813) 228-4111.
THE PLAN
The following is a question and answer statement of the provisions of
the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of the
Company's Common Stock and employees of the Company and its subsidiaries with a
convenient method of investing cash dividends and optional cash payments toward
the purchase of shares of Common Stock. Also, because shares of Common Stock
purchased under the Plan may be acquired directly from the Company, the Company
may receive additional equity funds which would be added to its general funds
and would be used for general corporate purposes.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may (a) have cash dividends on all or some of
their shares of Common Stock automatically invested, (b) invest in additional
shares by making optional cash purchases of not less than $25 at any one time to
a maximum of $100,000 per calendar year, whether or not a Participant has
elected to have cash
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dividends automatically reinvested or (c) invest all or some of their cash
dividends and make optional cash payments.
For the price of shares purchased under the Plan, see Question 20. No
shares will be purchased from the Company under the Plan at less than their par
value, currently $1.00 per share.
Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to
Participants' accounts. In addition, cash dividends applicable to such fractions
of shares, as well as full shares, will be credited to Participants' accounts.
The Agent will provide simplified recordkeeping through regular statements of
Participants' accounts.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Agent will administer the Plan and make purchases of shares as
agent for Participants. The Agent will keep a continuous record of each
participating shareholder's activities and send him or her a statement of
account following each purchase of shares for his or her account. The Agent will
hold for safekeeping the shares purchased for each Participant until termination
of participation in the Plan or receipt of a written request by a Participant
for all or part of his or her shares. Shares purchased under the Plan and held
by the Agent will be registered in its name for each Participant in the Plan.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of the Company's Common Stock are
eligible to participate in the Plan. If the Common Stock of a shareholder is
registered in a name other than that of the shareholder (e.g., in the name of a
broker or bank nominee), the shareholder who wants to participate in the Plan
must become a shareholder of record by having a portion or all of his or her
shares transferred to the shareholder's own name.
Employees of the Company and its subsidiaries are also eligible to
participate in the Plan through automatic payroll deduction even though they do
not have any shares of the Company's Common Stock registered in their individual
names.
PARTICIPATION BY SHAREHOLDERS
5. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
A holder of record of shares of Common Stock may join the Plan at any
time by checking the appropriate box on the Authorization Form and signing and
returning it to the Agent. A postage-paid, pre-addressed envelope is provided
for this purpose. An Authorization Form may be obtained by written request to
BankBoston, N.A., c/o EquiServe L.P., P.O. Box 8040, Boston, Massachusetts
02266-8040, or by calling the Agent at (800) 650-9222.
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Where the stock is registered in more than one name (i.e., joint tenants,
trustees, etc.), all registered holders must sign.
6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A holder of record of shares of Common Stock may join the Plan at any
time. If the shareholder's Authorization Form is received by the Agent two (2)
business days prior to the record date for the Company's next cash dividend
(normally the record date is the first day of the month in which a Common Stock
dividend is to be paid), then that dividend, if it is to be reinvested, along
with any optional cash payments (see Questions 16 and 17) received on or before
the Investment Date, will be used to purchase additional shares of Common Stock
for the shareholder as of the Investment Date. The "Investment Date" is the
dividend payment date for the months in which dividends are payable and the 15th
day of the month, or if that date is not a business day, on the next following
business day, for months in which dividends are not payable. Dividends on shares
of Common Stock are normally payable on the fifteenth day of February, May,
August and November.
If the Authorization Form is received by the Agent after the record
date, reinvestment of cash dividends will be delayed until the dividend for the
next quarter. For example, in order to invest the quarterly dividend expected to
be payable on May 15, 1999, a shareholder's Authorization Form must be received
by the Agent two (2) business days prior to the record date, which would
normally be April 30, 1999. If the Authorization Form is received after the
record date, the dividend payable on May 15 would be paid in cash and the
shareholder's participation in the dividend reinvestment feature of the Plan
would not commence until the quarterly dividend expected to be payable on August
15, 1999.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form allows each shareholder to decide the extent to
which he or she wants to participate in the Plan. By checking the appropriate
box on the Authorization Form, a shareholder may indicate whether he or she
wants to (1) reinvest cash dividends paid on all of the shares of Common Stock
registered in his or her name, (2) invest cash dividends paid on some of such
shares, and/or (3) participate in the Plan by making optional cash payments
within the limits described in Question 17.
If a signed Authorization Form is returned to the Agent without one of
the boxes checked, the shareholder will be enrolled under the "Full Dividend
Reinvestment" option. If a signed Authorization Form is returned to the Agent
with the "Partial Dividend Reinvestment" box checked but without the number of
shares designated, the form will be returned to the shareholder for completion.
If the "Optional Cash Payments Only" box on the Authorization Form is checked,
the Company will continue to pay to the Participant cash dividends on shares
registered in his or her name, and cash dividends on shares credited to the
Participant's Plan account, but the Agent will apply any optional cash payment
received from the shareholder to the purchase of additional shares of Common
Stock under the Plan.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A Participant may change his or her investment option at any time by
signing a new Authorization Form and returning it to BankBoston, N.A., c/o
EquiServe L.P., P.O. Box 8040, Boston, Massachusetts 02266-8040. An
Authorization Form and postage-paid envelope may be obtained as stated in
Question 5. Any Authorization
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Form directing the Agent to change an option must be received by the Agent two
(2) business days prior to the record date in order to be effective on the
related dividend payment date.
PARTICIPATION BY EMPLOYEES
9. WHICH EMPLOYEES ARE ELIGIBLE TO JOIN THE PLAN?
Any employee age 18 or older of TECO Energy, Inc. or one of its
subsidiaries is eligible to join the Plan after completing six months of
employment, except for those working as part of an educational cooperative
program.
10. WHAT ARE THE RIGHTS OF EMPLOYEES PARTICIPATING IN THE PLAN?
Employees have the same rights, and are governed by the same terms and
limitations, under the Plan as TECO Energy, Inc. shareholders, except that
eligible employees may make optional cash payments through regular payroll
deductions.
11. HOW DOES AN EMPLOYEE AUTHORIZE PAYROLL DEDUCTIONS UNDER THE PLAN?
An employee may authorize payroll deductions under the Plan at any time
by completing the Payroll Deduction Authorization Form and returning it to the
payroll department. The deduction will begin on the next designated pay period.
A Payroll Deduction Authorization Form may be obtained from the payroll
department.
The Payroll Deduction Authorization Form allows an employee to specify
the dollar amount to be deducted from his or her pay each month. The monthly
deductions will be used to purchase full and fractional shares of the Company's
Common Stock. In addition, all cash dividends credited to an employee's Plan
account will be fully reinvested and used to purchase additional shares of
Common Stock, unless the employee notifies the Agent otherwise (see Question 8).
The employee must specify on the Payroll Deduction Authorization Form
the amount to be withheld each month in whole dollar amounts. The minimum
monthly deduction is $25.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON PAYROLL
DEDUCTIONS HELD AS OPTIONAL CASH PAYMENTS FOR THE PURCHASE OF SHARES.
12. HOW DOES AN EMPLOYEE CHANGE OR TERMINATE PARTICIPATION IN THE PLAN?
Once authorized, payroll deductions will continue until changed or
terminated by the employee. An employee may change the amount of or terminate
payroll deductions at any time by giving written notice to the payroll
department. Employees may terminate payroll deductions without withdrawing from
the dividend reinvestment feature of the Plan.
In order to withdraw from the dividend reinvestment feature of the
Plan, an employee must notify the Agent in writing that he or she wishes to
withdraw (see Question 29).
13. MAY AN EMPLOYEE STOP HIS OR HER PAYROLL DEDUCTIONS AND STILL
PARTICIPATE IN THE PLAN?
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Yes. An employee who stops his or her payroll deductions may leave his
or her shares in the Plan and the Agent will maintain the shares in the Plan
account unless otherwise instructed. An employee may also make or continue to
make optional cash payments (see Questions 16 and 17).
14. WHEN ARE PAYROLL DEDUCTIONS INVESTED?
Payroll deductions are invested on the Investment Date, normally the
15th day of each month. In the event that the 15th is not a business day, then
the Investment Date will be the following business day.
15. WHAT HAPPENS WHEN AN EMPLOYEE-PARTICIPANT LEAVES THE COMPANY?
If an employee who is a participant in the dividend reinvestment
feature of the Plan ceases to be employed by the Company, the Agent will
continue to reinvest cash dividends on the shares credited to the Participant's
Plan account until the Participant withdraws from the Plan (see Question 29). If
the employee has participated in the Plan exclusively through payroll deductions
and/or optional cash payments, all accumulated shares in the employee's account
will be retained by the Agent and dividends paid as previously requested until
the Agent is notified in writing to issue a stock certificate. This notice
should be addressed to BankBoston, N.A., c/o EquiServe L.P., P. O. Box 8040,
Boston, Massachusetts 02266-8040. Upon receipt of the notice by the Agent,
certificates for whole shares credited to an employee's account under the Plan
will be mailed to him or her and a cash payment will be made for any fraction of
a share and for any payroll deductions or optional cash payments which have not
been invested. The cash payment for any fraction of a share will be based on the
closing price of the Company's Common Stock as reported in the Wall Street
Journal report of NYSE-Composite Transactions for the latest practical date
preceding processing of the employee's withdrawal.
OPTIONAL CASH PAYMENTS
16. HOW DO OPTIONAL CASH PAYMENTS WORK?
Optional cash payments received from a Participant prior to the
Investment Date will be applied by the Agent to the purchase of additional
shares of Common Stock as of the Investment Date. The price of the shares of
Common Stock purchased with optional cash payments will differ depending upon
whether purchases are made from the Company or on the open market (see Questions
19 and 20). Optional cash payments received on or after an Investment Date will
be held by the Agent until the next Investment Date. NO INTEREST WILL BE PAID BY
THE COMPANY OR THE AGENT ON OPTIONAL CASH PAYMENTS HELD FOR THE PURCHASE OF
SHARES. A shareholder may participate in the Plan even if he or she wishes only
to invest optional cash payments.
17. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
An optional cash payment may be made by a Participant when enrolling in
the Plan by enclosing a check or money order in United States funds, drawn on a
United States bank, with the Authorization Form. Thereafter, optional cash
payments may be mad through the use of cash payment forms, attached to statement
of account, sent by the Agent to Participants. The same amount of money need not
be sent each month and there is no obligation to make an optional cash payment.
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The minimum optional cash payment is $25 in any one month. The Company
reserves the right to refuse any optional cash payment which, when combined with
all other optional cash payments made by the Participant during the calendar
year, exceeds $100,000, and in the event it exercises this right, the amount of
the payment in excess of $100,000 will be returned. Optional cash payments will
be refunded if a written request for refund is received by the Agent at least
forty-eight hours prior to application of such payments to the purchase of
shares. Funds submitted for investment must be by check or money order, in
United States funds, drawn on a United States bank, and must be funds available
for immediate deposit. Funds received not meeting these requirements will be
returned.
Optional cash payments should be made payable to BankBoston, N.A., c/o
EquiServe L.P., P. O. Box 9041, Boston, Massachusetts 02205-9835. OPTIONAL CASH
PAYMENTS FORWARDED TO ANY OTHER ADDRESS DO NOT CONSTITUTE A VALID DELIVERY.
In the event that a check is returned unpaid for any reason, the Agent
will consider the request for investment of such money null and void and shall
immediately remove shares from the Participant's account, if any, purchased upon
the prior credit of such money. The Agent shall thereupon be entitled to sell
these shares to satisfy the balance of such uncollected amounts. If the net
proceeds of the sale of such shares are insufficient to satisfy the balance of
such uncollected amounts, the Agent shall be entitled to sell additional shares
from the Participant's account to satisfy the uncollected balance. A $25 fee
will be charged for any deposit returned unpaid.
COSTS
18. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
The costs of administration of the Plan are paid by the Company.
Brokerage commissions for shares purchased on the open market will be included
in the weighted average purchase price. In the event a Participant withdraws
from the Plan and requests the Agent to sell the shares, the Participant will be
charged a brokerage commission on the sale and any transfer tax (see Question
29).
PURCHASES
19. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan may come from authorized but unissued
shares of Common Stock of the Company or from shares purchased by the Company in
the open market. The decision to purchase shares on the open market will take
into account the Company's need for common equity and general market conditions.
In the event that the Company instructs the Agent to purchase shares for
Participants on the open market, the Agent will invest the cash dividends and/or
optional cash payments by purchasing shares of the Company's Common Stock on the
open market as soon as possible after the Investment Date.
20. WHAT WILL BE THE PRICE OF THE SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?
A. Newly issued shares purchased from the Company.
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The price of the shares of Common Stock purchased where such shares are
newly issued and purchased from the Company will be the average of the most
recent five daily high and low sale prices of the Company's Common Stock, ending
on the day the shares are purchased, as reported in the Wall Street Journal
report of NYSE-Composite Transactions. The purchases will normally occur on the
Investment Date.
B. Shares purchased on the open market.
In the event the Company directs the Agent to purchase shares on the
open market rather than from the Company, the purchase price will be based on
the weighted average cost of all the shares, including brokerage commissions,
purchased by the Agent on the open market.
No Participant shall have any right to direct the time or price at
which Common Stock may be purchased.
21. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased depends on the amount of the
Participant's reinvested cash dividends, optional cash payments, or both, and on
the price of the shares of Common Stock. Each Participant's account will be
credited with a number of shares, including fractions computed to three decimal
places, equal to the total amount invested divided by the purchase price.
22. WHEN SHALL PURCHASES OF SHARES OF COMMON STOCK BE MADE?
Share purchases from the Company will be made as of the Investment Date
as defined in Question 6.
When shares are purchased on the open market, share purchases will be
as of the date on which the Agent has purchased sufficient shares for all
Participants and such shares are allocated to Participants' accounts.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON CASH DIVIDENDS
OR OPTIONAL CASH PAYMENTS HELD FOR PURCHASE OF SHARES.
REPORTS TO PARTICIPANTS
23. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each Participant will receive a statement of account as soon as
practicable following each purchase of shares. These statements are a
Participant's continuing and permanent record of the cost of purchases and
should be retained for income tax purposes. In addition, each Participant will
receive copies of all communications sent to all holders of shares of the
Company's Common Stock, including the Company's interim and annual reports to
shareholders, the notice of annual meeting and proxy statement, and any reports
of taxable income required by the Internal Revenue Service.
The statement will indicate the number of shares purchased, the price
per share paid and will include any applicable tax information pertaining to the
Participant's reinvestment account. Participants should be aware that it is
important to retain all statements received as there could be a fee incurred
when requesting the Agent to supply past history.
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DIVIDENDS
24. WILL A PARTICIPANT BE CREDITED WITH CASH DIVIDENDS ON SHARES HELD IN
HIS OR HER ACCOUNT UNDER THE PLAN?
Yes. The Company pays cash dividends, as declared, to the record
holders of all outstanding shares of its stock. As the record holder for
Participants, the Agent will receive cash dividends for all shares credited to
Participants' accounts on the Common Stock dividend payment date. It will credit
such cash dividends to three decimal places to Participants on the basis of full
and fractional shares held in their accounts. For Participants other than those
making only optional cash payments, cash dividends credited to their accounts
will be reinvested in additional shares. Participants making only optional cash
payments will have all cash dividends paid to them.
CERTIFICATES FOR SHARES
25. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED BY
PARTICIPANTS?
Normally, certificates for shares of Common Stock purchased under the
Plan will not be issued to Participants. Shares of Common Stock purchased for
Participants in the Plan will be registered in the nominee name of the Agent,
and credit for shares purchased will be shown on each Participant's statement of
account. This additional service protects against loss, theft or destruction of
stock certificates.
Certificates for any number of whole shares credited to a Participant's
account under the Plan will be issued upon written request to the Agent from the
Participant. A Participant need not withdraw all his or her shares (see Question
29). This request should be mailed to BankBoston, N.A., c/o EquiServe L.P., P.O.
Box 8040, Boston, Massachusetts 02266-8040. Any remaining full shares and
fractions of shares will continue to be credited to the Participant's account.
Certificates for fractions of shares will not be issued under any circumstances.
Shares credited to the account of a Participant under the Plan may not be
pledged. A Participant who wishes to pledge such shares must request that
certificates for such shares be issued in his or her name.
26. MAY I SEND CERTIFICATES FOR SHARES OF COMMON STOCK OF TECO ENERGY, INC.
HELD IN MY POSSESSION TO THE AGENT FOR SAFEKEEPING?
Yes. Participants in the Plan may send certificates for shares of
Common Stock of the Company held in their possession to the Agent for
safekeeping at no cost. These shares will be combined with the full and
fractional shares acquired under the Plan and held by the Agent. Shortly
thereafter, the Participant will receive a statement showing combined holdings.
The Agent will treat these shares in the same manner as shares purchased for the
Participant's account. However, shares deposited for safekeeping must remain in
the Participant's account for a period of 60 days before the shares can be sold.
All certificates should be sent to BankBoston, N.A., c/o EquiServe L.P., P. O.
Box 8040, Boston, Massachusetts 02266-8040 by either registered or certified
mail, return receipt requested since the Participant bears the risk of loss in
transit.
27. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts under the Plan are maintained in the same names in which share
certificates of Participants are registered at the time the Participants entered
the Plan. Certificates for whole shares of Common Stock will be so registered
when issued, except in instances such as death. Upon written request,
certificates also can be registered
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and issued in names other than the account name subject to compliance with any
applicable laws and the payment by the Participant of any applicable taxes,
provided that the request bears the signature of the Participant and the
signature is guaranteed by a member of the Securities Transfer Agent Medallion
Program.
WITHDRAWAL
28. MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
Yes. The Plan is entirely voluntary and a Participant may withdraw from
the Plan at any time.
A Participant may cancel participation in the Plan if a written notice
of withdrawal from the Plan is received by the Agent two (2) business days
before the record date. All subsequent cash dividends will be paid to the
Participant unless the Participant re-enrolls in the Plan, which may be done at
any time. If the notice of withdrawal is received by the Agent after the record
date, it will be processed as promptly as possible following the related
dividend payment date. Optional cash payments which have not been invested will
be refunded if a written request for refund or withdrawal from the Plan is
received by the Agent at least forty-eight hours prior to the application of
such payments to the purchase of shares.
29. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
To withdraw from the Plan, a Participant must notify the Agent in
writing that he or she wishes to withdraw. A withdrawal/termination form is
attached to the statement of account for this purpose. This notice should be
addressed to BankBoston, N.A., c/o EquiServe L.P., P. O. Box 8040, Boston,
Massachusetts 02266-8040. When a Participant withdraws from the Plan or upon
termination of the Plan by the Company, certificates for whole shares credited
to his or her account under the Plan will be mailed to him or her and a cash
payment will be made for any fraction of a share and for any optional cash
payments which have not been invested. The cash payment for any fraction of a
share will be based on the closing price of the Company's Common Stock as
reported in the Wall Street Journal report of NYSE-Composite Transactions for
the latest practical date preceding processing of the withdrawal.
Upon his or her withdrawal from the Plan, the Participant may request
that all of his or her shares in the Plan, both whole and fractional, be sold.
This sale will be made within ten trading days after receipt by the Agent of the
request. The Participant will receive the proceeds of the sale, less any
brokerage commission and any transfer tax.
30. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME?
If a Participant disposes of all shares of Common Stock registered in
his or her name, the Agent will continue to reinvest the cash dividends on the
shares credited to the Participant's account under the Plan until notified that
the Participant wishes to withdraw from the Plan. If an "Optional Cash Payments
Only" Participant disposes of all shares of Common Stock registered in the
Participant's name, the Agent will continue to pay cash dividends to the
Participant on shares credited to the Participant's account under the Plan until
notified that the Participant wishes to withdraw from the Plan.
11
<PAGE> 12
OTHER INFORMATION
31. IF THE COMPANY HAS A RIGHTS OFFERING, HOW WILL A PARTICIPANT'S
ENTITLEMENT BE COMPUTED?
A rights offering takes place when the Company issues to the existing
shareholders the right to purchase additional shares of Common Stock in
proportion to the shares already owned. A Participant's entitlement in a rights
offering will be based upon the Participant's total holdings, including shares
credited to the Participant's account under the Plan. Rights will be issued for
the number of whole shares only, unless rights for one or more whole shares in
lieu of any fractional share interest are issued. Rights based on a fraction of
a share not so provided for will be sold for a Participant's account by the
Agent and the net proceeds will be issued by check and mailed to the
Participant.
32. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
All shares of Common Stock distributed as a result of a stock dividend
or a stock split on shares credited to the account of a Participant will be
added to the Participant's account. As soon as practicable after the declaration
of a stock dividend or stock split, a statement will be sent to each Participant
which will indicate the number of shares of Common Stock credited to each
Participant's account under the Plan as a result of the stock dividend or stock
split. A Participant may receive a certificate for such shares at any time by
sending a written request to BankBoston, N.A., c/o EquiServe L.P., P.O. Box
8040, Boston, Massachusetts 02266-8040.
33. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
For any shareholders' meeting, each Participant will receive a single
proxy card covering the total number of whole shares of Common Stock held--both
the shares registered in the Participant's name and those shares credited to his
or her account under the Plan. If the proxy card is returned properly signed and
marked for voting, all of the whole shares will be voted as marked. Also, the
total number of whole shares held may be voted in person at the shareholders'
meetings.
If a proxy card is returned properly signed but without indicating
instructions as to the manner shares are to be voted with respect to any item,
all of the Participant's whole shares--those registered in his or her name and
those shares credited to his or her account--will be voted in accordance with
the recommendations of the Company's Board of Directors, or as otherwise
indicated in the Form of Proxy or Proxy Statement. If the proxy card is not
returned, or if it is returned unsigned or improperly signed, none of the
Participant's shares covered by such proxy card will be voted unless the
Participant votes in person at the meeting.
34. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify, amend, or terminate
the Plan, or to change the Agent administering the Plan at any time. Notice of
any such modification, amendment, suspension, termination, or change of Agent
will be sent to all Participants. In the event the Company changes the Agent,
all references to the Agent shall thereafter mean the successor Agent as
designated by the Company.
12
<PAGE> 13
35. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE AGENT UNDER THE PLAN?
Neither the Company, nor the Agent in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a Participant's account upon an occurrence such as the Participant's
death prior to the receipt of written notice thereof, or with respect to the
prices at which shares are purchased for the Participant's account and the times
when the purchases are made, or with respect to any fluctuation in the market
value after purchase or sale of shares.
The Participant should recognize that the Company cannot assure a
profit or protect against a loss on the shares of Common Stock purchased by a
Participant under the Plan.
The terms and conditions of the Plan and its operation shall be
governed by and construed in accordance with the laws of the State of Florida.
The Company reserves the right to interpret and regulate the Plan as may be
necessary or desirable in connection with the operation of the Plan.
TAXES
Even though cash dividends may automatically reinvest under the Plan,
they are still taxable as ordinary income under the United States Internal
Revenue Code. The amount of such cash dividends will be set forth on one or more
forms sent to each Participant relating to activity in his or her Plan account
during the calendar year and will be reported to the Internal Revenue Service.
Such forms will include tax information concerning sales of Common Stock from
Plan accounts during the calendar year.
Any person whose cash dividends are subject to withholding for Federal
income tax purposes will have the withheld amounts deducted before the net
remainder is reinvested under the Plan.
THIS TAX INFORMATION IS A SUMMARY ONLY AND DOES NOT PURPORT TO BE
COMPLETE. PARTICIPANTS ARE ENCOURAGED TO DISCUSS SPECIFIC QUESTIONS WITH THEIR
TAX AND LEGAL ADVISORS.
In addition, there may be tax considerations under foreign, state and
local laws applicable to Participants.
USE OF PROCEEDS
The Company does not know either the number of shares that will
ultimately be purchased from the Company under the Plan or the prices at which
such shares will be sold. The proceeds from the sale of any additional Common
Stock by the Company will be added to the general funds of the Company and will
be used for general corporate purposes.
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<PAGE> 14
SHAREHOLDER RIGHTS PLAN
Each share of the Company's Common Stock, including shares purchased
under the Plan, also represents one share purchase right (a "Right"). The
Rights, which are not currently exercisable, under certain circumstances may
trade separately from the Common Stock and permit their holders to purchase at a
favorable price large amounts of Common Stock or securities of a successor to
the Company. The Rights could render more difficult or tend to discourage an
attempt to gain control of the Company that the Company's Board of Directors did
not approve. The Board of Directors of the Company deemed it desirable and in
the best interests of the Company and its stockholders to establish the Rights
to preserve the long-term value of the Company in the event of a potential
takeover that the Board of Directors believes to be coercive or unfair.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide that any person who is or was a party to
any threatened, pending or completed proceeding, because such person is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the Company to the
full extent permitted by law against expenses and liabilities. The
indemnification provided for in the Company'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
Company 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 Company, 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 Company where
the person involved is adjudged to be liable to the Company, except to the
extent approved by a court.
The Company maintains an insurance policy on behalf of its directors
and officers, covering certain liabilities that may be incurred by the directors
and officers when acting in their capacities as such.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors and officers of the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable. If a claim should arise for indemnification with
regard to liability under the federal securities laws, the permissibility of
such claim may have to be resolved by a court of competent jurisdiction.
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<PAGE> 15
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No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer by the Company to
sell or a solicitation of an offer to buy any securities other than the
securities described herein or an offer by the Company to sell or the
solicitation of an offer to buy such securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation. The delivery
of this Prospectus at any time does not imply that the information herein is
correct as of any time subsequent to its date.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information..............................2
Incorporation of Certain Documents by Reference....2
The Company .......................................3
The Plan...........................................3
Purpose.....................................3
Advantages..................................3
Administration..............................4
Participation...............................4
Participation by Shareholders...............4
Participation by Employees................. 6
Optional Cash Payments .....................7
Costs.......................................8
Purchases...................................8
Reports to Participants.....................9
Dividends..................................10
Certificates for Shares....................10
Withdrawal.................................11
Other Information..........................12
Taxes ...........................................13
Use of Proceeds...................................13
Shareholder Rights Plan...........................14
Indemnification of Directors and Officers.........14
</TABLE>
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TECO ENERGY, INC.
DIVIDEND REINVESTMENT
AND COMMON STOCK
PURCHASE PLAN
------------
PROSPECTUS
------------
NOVEMBER 13, 1991,
AS AMENDED THROUGH
MARCH 5, 1999
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