SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
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/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
TECO Energy, Inc.
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(Name of Registrant as Specified In Its Charter)
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/X/ No fee required.
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0-11.
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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was paid previously. Identify the previous filing by registration
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..................................................................<PAGE>
[TECO Energy Logo]
March 4, 1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1999
The Annual Meeting of the Shareholders of TECO Energy, Inc. will be
held at the principal office of the Corporation, TECO Plaza, 702 North
Franklin Street, Tampa, Florida, on Wednesday, April 21, 1999 at 11:30
a.m., for the following purposes:
1. To elect three directors.
2. To consider and act on such other matters, including the
shareholder proposal on pages 12 and 13 of the accompanying proxy
statement, as may properly come before the meeting.
Shareholders of record at the close of business on February 12, 1999
will be entitled to vote at the meeting and at any adjournments thereof.
Even if you plan to attend the meeting, you are requested to mark,
sign and date the enclosed proxy and to return it promptly in the
accompanying envelope. If you attend the meeting and wish to vote in
person, your proxy will not be used.
By order of the Board of Directors,
D. E. Schwartz, Secretary
TECO ENERGY, INC.
P.O. Box 111 Tampa, Florida 33601 (813) 228-4111<PAGE>
TECO ENERGY, INC.
P.O. Box 111, Tampa, Florida 33601
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors of
TECO Energy, Inc. (the Corporation ) to be voted at the Annual Meeting of
Shareholders of the Corporation to be held at the time and place and for
the purposes set forth in the foregoing notice. This proxy statement and
the enclosed proxy are being mailed to shareholders beginning on or about
March 4, 1999.
VOTING OF SECURITIES
As of February 12, 1999, the record date for the determination of
shareholders entitled to vote at the meeting, the Corporation had
outstanding 131,956,702 shares of Common Stock, $1 par value ( Common
Stock ), the only class of stock of the Corporation outstanding and
entitled to vote at the meeting. The holders of Common Stock are entitled
to one vote for each share registered in their names on the record date
with respect to all matters to be acted upon at the meeting.
The presence at the meeting, in person or by proxy, of a majority of
the shares outstanding on the record date will constitute a quorum.
Abstentions and broker non-votes will be considered as shares present for
purposes of determining the presence of a quorum.
A shareholder giving a proxy may revoke it at any time before it is
exercised at the meeting by filing with the Secretary of the Corporation a
written notice of revocation or a duly executed proxy bearing a later date
or by attending the meeting and voting in person.
Shares represented by valid proxies received will be voted in the
manner specified on the proxies. If no instructions are indicated on the
proxy, the proxy will be voted for the election of the nominees for
director named below and against the shareholder proposal described below.
The affirmative vote of a majority of the Common Stock of the
Corporation represented at the meeting in person or by proxy will be
required to elect directors and to approve the shareholder proposal. For
each of these matters, (i) abstentions will be considered as represented at
the meeting and, therefore, will be the equivalent of a negative vote and
(ii) broker non-votes will not be considered as represented at the meeting.
ELECTION OF DIRECTORS
The Corporation's Bylaws provide for the Board of Directors to be
divided into three classes, with each class to be as nearly equal in number
as possible. As the term of one class of directors expires, their
successors are elected for a term of three years at each annual meeting of
shareholders. Messrs. Ausley, Ferman and Welch have been nominated for
terms expiring in 2002, and each has consented to serve if elected. If any
nominee is unable to serve, the shares represented by valid proxies will be
voted for the election of such other person as the Board may designate.
2<PAGE>
The following table contains certain information as to the nominees
and each person whose term of office as a director will continue after the
meeting. Information on the share ownership of each of these individuals
is included under Share Ownership below.
Principal Occupation
During Last Five Years Present
and Other Director Term
Name Age Directorships Held (1) Since (1) Expires
Girard F. 66 Chairman of the Board, 1994 2001
Anderson President and Chief
Executive Officer,
TECO Energy, Inc.;
f o r m e rly Chief
Operating Officer and
p r i o r thereto
E x e c u tive Vice
P r e s i dent-Utility
O p e rations, TECO
Energy, Inc. and
President and Chief
Operating Officer,
Tampa Electric Company
*DuBose Ausley 61 Chairman, Ausley & 1992 1999
McMullen (attorneys),
Tallahassee, Florida;
formerly Chairman,
Macfarlane, Ausley,
Ferguson & McMullen
( a t t o r n e y s ),
Tallahassee, Florida;
also a director of
Sprint Corporation and
Capital City Bank
Group, Inc.
3<PAGE>
Principal Occupation
During Last Five Years Present
and Other Director Term
Name Age Directorships Held (1) Since (1) Expires
Sara L. Baldwin 67 P r ivate Investor; 1980 2000
f o r m e r ly Vice
President, Baldwin and
Sons, Inc. (insurance
a g e n cy), Tampa,
Florida
Hugh L. Culbreath 77 R e tired; formerly 1971 2000
Chairman of the Board,
TECO Energy, Inc.
*James L. Ferman, 55 P r esident, Ferman 1985 1999
Jr. Motor Car Company,
I n c . (automobile
dealerships), Tampa,
Florida; also Chairman
of The Bank of Tampa
and its holding
company, The Tampa
Banking Company
Edward L. Flom 69 R e tired; formerly 1980 2000
Chairman of the Board
and Chief Executive
Officer, Florida Steel
C o r p o r a t i o n
( p r o duction and
fabrication of steel
p r oducts), Tampa,
Florida; also a
director of Outback
Steakhouse, Inc.
4<PAGE>
Principal Occupation
During Last Five Years Present
and Other Director Term
Name Age Directorships Held (1) Since (1) Expires
Henry R. Guild, 70 P r e s i d ent and 1980 2000
Jr. Director, Northeast
Investment Management,
Inc. (private trustees
and family investment
advisers), Boston,
Massachusetts
Tom L. Rankin 58 Independent Investment 1997 2001
M a nager; formerly
Chairman of the Board
and Chief Executive
Officer, Lykes Energy,
Inc. (the former
holding company for
the Peoples Gas
companies) and Lykes
Bros. Inc.
William P. Sovey 65 Chairman of the Board 1996 2000
and formerly Vice
Chairman and Chief
Executive Officer,
Newell Co. (consumer
products), Freeport,
Illinois; also a
director of Acme
Metals, Inc.
J. Thomas 60 Managing Partner, The 1987 2001
Touchton Witt-Touchton Company
(private investment
partnership), Tampa,
Florida; also a
director of 18 Merrill
Lynch-sponsored mutual
funds
5<PAGE>
Principal Occupation
During Last Five Years Present
and Other Director Term
Name Age Directorships Held (1) Since (1) Expires
John A. Urquhart 70 President, John A. 1991 2001
Urquhart Associates
( m a n a g e m e n t
c o n s u l t a n ts),
Fairfield, Connecticut
and Senior Advisor to
the Chairman, Enron
Corp. (diversified
natural gas company),
H o u s ton, Texas;
formerly Senior Vice
P r e s ident, G.E.
Industrial & Power
S y s tems, General
Electric Company; also
a director of Aquarion
Company, Catalytica,
Inc., Enron Corp. and
Hubbell Incorporated
*James O. Welch, 67 Retired; formerly Vice 1976 1999
Jr. Chairman, RJR Nabisco,
Inc. and Chairman,
Nabisco Brands, Inc.;
also a director of
Kmart Corporation and
Vanguard Group of
Investment Companies
____________
*Nominee for election as director
(1) All of the directors of the Corporation also serve as directors of
Tampa Electric Company, and the period of service shown includes
service on Tampa Electric Company's Board prior to the formation of
the Corporation on January 15, 1981. On April 15, 1981, the
Corporation became the corporate parent of Tampa Electric Company as a
result of a reorganization.
6<PAGE>
The Board of Directors held six meetings in 1998. All directors
attended at least 75% of the meetings of the Board and Committees on which
they served.
The Corporation has standing Audit and Compensation Committees of the
Board of Directors. It does not have a Nominating Committee. The
Compensation Committee, which met five times in 1998, is currently
composed of Mrs. Baldwin and Messrs. Guild, Sovey, Urquhart and Welch
(Chairman), as well as Robert L. Ryan who is not standing for reelection as
a director. The Audit Committee, which met twice in 1998, is currently
composed of Messrs. Ferman, Flom, Rankin and Touchton (Chairman). For
additional information about the Compensation Committee and the Audit
Committee, see Executive Compensation - Compensation Committee Report on
Executive Compensation and Information Concerning Auditors and Audit
Committee below.
The Corporation paid $934,861 for legal services rendered during 1998
by Ausley & McMullen, of which Mr. Ausley serves as Chairman. In addition,
the Corporation paid $75,000 in 1998 for the use of an outdoor recreational
and conference facility operated by a partnership in which Mr. Ausley has
an indirect 50% interest.
Lykes Bros. Steamship Co., Inc., of which Mr. Rankin served as an
executive officer until May 1996, filed for reorganization under Chapter 11
of the federal bankruptcy laws on October 11, 1995.
Compensation of Directors
Directors who are not employees or former employees of the Corporation
or any of its subsidiaries are paid an annual retainer of $27,000 and
attendance fees of $750 for each meeting of the Board of the Corporation,
$750 for each meeting of the Board of Tampa Electric Company and $1,000 for
each meeting of a Committee of the Board on which they serve. Directors
may elect to receive all or a portion of their compensation in the form of
Common Stock. Directors may also elect to defer any of their cash
compensation with a return calculated at either the 90-day U.S. Treasury
bill rate or a rate equal to the total return on the Corporation's Common
Stock.
The Corporation has an agreement with Mr. Culbreath under which he
will provide consulting services to the Corporation through December 31,
7<PAGE>
2000 for compensation at a rate of $175,000 per year. Mr. Culbreath served
as Chief Executive Officer of the Corporation until April 1989 and retired
as an employee in April 1990 at which time the consulting relationship
commenced. The agreement provides a severance benefit (in the event of
termination of Mr. Culbreath's consultancy following a change in control of
the Corporation) equal to the total compensation that would have been
payable over the remaining term of the agreement. This benefit will be
reduced to the extent that such benefit, taking into account any other
compensation provided by the Corporation, would not be deductible by the
Corporation pursuant to Section 280G of the Internal Revenue Code.
1997 Director Equity Plan. All non-employee directors participate in
the Corporation's 1997 Director Equity Plan, which allows for a variety of
equity-based awards. In 1998, each non-employee director received a grant
of 325 shares and an option for 2,000 shares of Common Stock. The exercise
price for these options is the fair market value on the date of grant.
They are exercisable immediately and expire ten years after grant or
earlier as provided in the plan following termination of service on the
Board.
SHARE OWNERSHIP
There is no person known to the Corporation to be the beneficial owner
of more than five percent of the outstanding Common Stock as of December
31, 1998.
The following table sets forth the shares of Common Stock beneficially
owned as of January 31, 1999 by the Corporation's directors and nominees,
its executive officers named in the summary compensation table below and
its directors and executive officers as a group. Except as otherwise
noted, such persons have sole investment and voting power over the shares.
The number of shares of the Corporation's Common Stock beneficially owned
by any director or executive officer does not exceed 1% of such shares
outstanding at January 31, 1999; the percentage beneficially owned by all
directors and executive officers as a group as of such date is 1.67%.
8<PAGE>
Name Shares (1) Name Shares (1)
Girard F. Anderson 240,669(2) J. Thomas Touchton 31,486
DuBose Ausley 32,476 John A. Urquhart 30,606(10)
Sara L. Baldwin 30,404(3) James O. Welch, Jr. 36,086(11)
Hugh L. Culbreath 60,500(4)(5) Alan D. Oak 170,965(2)(12)
James L. Ferman, Jr. 35,741(6) Roger H. Kessel 114,627(2)
Edward L. Flom 35,413(7) John B. Ramil 52,395(2)(13)
Henry R. Guild, Jr. 103,165(5)(8) William N. Cantrell 105,276(2)(14)
Tom L. Rankin 957,659(9) All directors and
Robert L. Ryan 4,325 executive officers
William P. Sovey 16,432 as a group (21
persons) 2,202,070(2)(15)
(1) The amounts listed include the following shares that are
subject to options granted under the Corporation's stock
option plans: Mr. Anderson, 178,500 shares; Mr. Ausley,
22,000 shares; Mrs. Baldwin and Messrs. Culbreath, Ferman,
Flom, Guild, Touchton and Welch, 24,000 shares each; Mr.
Rankin, 12,000 shares; Mr. Ryan, 4,000 shares; Mr. Sovey,
14,000 shares; Mr. Urquhart, 21,200 shares; Mr. Oak,
92,900 shares; Mr. Kessel, 98,100 shares; Mr. Ramil,
39,030 shares; Mr. Cantrell, 54,030 shares; and all
directors and executive officers as a group, 834,375
shares.
(2) The amounts listed include the following shares that are
held by benefit plans of the Corporation for an officer's
account: Mr. Anderson, 9,278 shares; Mr. Oak, 10,661
shares; Mr. Kessel, 2,964 shares; Mr. Ramil, 3,916 shares;
M r . Cantrell, 7,813 shares; and all directors and
executive officers as a group, 45,789 shares.
(3) Includes 350 shares held by a trust of which Mrs. Baldwin
is a trustee.
(4) Includes 6,000 shares owned by Mr. Culbreath's wife, as to
which shares he disclaims any beneficial interest.
9<PAGE>
(5) Includes 30,500 shares held by Mr. Guild as trustee for
the benefit of Mr. Culbreath.
(6) Includes 2,584 shares owned jointly by Mr. Ferman and his
wife. Also includes 951 shares owned by Mr. Ferman's
wife, as to which shares he disclaims any beneficial
interest.
(7) Includes 1,596 shares owned by Mr. Flom's wife, as to
which shares he disclaims any beneficial interest.
(8) Includes an additional 44,779 shares held by trusts of
which Mr. Guild is a trustee.
(9) Includes 1,343 shares owned by Mr. Rankin's wife, as to
which shares he disclaims any beneficial interest.
(10) Includes 1,000 shares owned by Mr. Urquhart's wife, as to
which shares he disclaims any beneficial interest.
(11) Includes 2,000 shares owned by a charitable foundation of
which Mr. Welch is a trustee.
(12) Includes 26,774 shares held by a trust of which Mr. Oak is
a trustee. Also includes 20,130 shares owned by Mr. Oak's
wife, as to which shares he disclaims any beneficial
interest.
(13) Includes 1,494 shares owned jointly by Mr. Ramil and other
family members.
(14) Includes 16,600 shares owned by Mr. Cantrell's wife, as to
which shares he disclaims any beneficial interest.
(15) Includes a total of 4,078 shares owned jointly. Also
includes a total of 47,620 shares owned by spouses, as to
which shares beneficial interest is disclaimed.
10<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder
return on the Corporation's Common Stock on a yearly basis over
the five-year period ended December 31, 1998, and compares this
return with that of the S&P 500 Composite Index and the S&P
Electric Utilities Index. The graph assumes that the value of
the investment in the Corporation's Common Stock and each index
was $100 on December 31, 1993 and that all dividends were
reinvested.
[SHAREHOLDER RETURN PERFORMANCE GRAPH]
December 31, 1998
1993 1994 1995 1996 1997 1998
TECO Energy, Inc. $100 $94 $125 $123 $150 $158
S&P Electric $100 $87 $114 $114 $144 $166
Utilities Index
S&P 500 Index $100 $101 $139 $171 $229 $294
EXECUTIVE COMPENSATION
Compensation Committee Report On Executive Compensation
The Compensation Committee of the Board of Directors, composed
entirely of independent, non-employee directors, recommends to
t h e Board the compensation of executive officers and
administers the Corporation's long-term incentive plan. The
objective of the Corporation's compensation program is to
enhance shareholder value by attracting and retaining the
talent needed to manage and build the Corporation's businesses.
T h e Committee seeks, therefore, to provide compensation
opportunities that are competitive and link the interests of
shareholders and executives.
11<PAGE>
Upon the Committee's recommendation, the Board in 1996 adopted
stock ownership guidelines of five times base salary for the
CEO and three times base salary for the other executive
officers. These guidelines allow the executives five years to
acquire this amount of stock and do not recognize stock options
as shares owned.
The components of the Corporation's executive compensation
program, base salary, annual incentive awards and long-term
incentive awards, are described below.
Base Salary. Base salary is designed to provide each executive
with a fixed amount of annual compensation that is competitive
with the marketplace. The Corporation's salary structure for
its executive officers utilizes various salary grade ranges and
associated midpoints. Each executive officer is assigned to a
salary grade by the Board, on the recommendation of the
Committee, based on the officer's experience level and scope of
responsibility and a market assessment conducted by the
Corporation's outside consultant, Towers Perrin, of the median
compensation paid to executives with similar positions in
general industry by organizations having comparable revenues.
Each year, the Committee adjusts the salary ranges based on
s u r veys by outside consultants of expected changes in
compensation levels at general industrial and electric utility
companies and recommends adjustments to the base salaries for
the executive officers. In 1998, adjustments were made to the
base salaries for each executive officer except the Chief
Executive Officer and the Chief Operating Officer, whose
salaries were set in November of 1997 when they were named to
those positions. In making these adjustments, the Committee
took into account the midpoint of the officer's assigned salary
g r ade and the Committee's subjective evaluation of the
officer's individual performance. For 1998, the CEO's base
salary was 100% of the midpoint of his assigned salary grade.
Annual Incentive Awards. The Corporation has an annual
incentive program intended to encourage actions that contribute
to improved operating and financial results which provides for
incentive awards based on the achievement of corporate and
individual performance goals. Target awards can range up to 60%
12<PAGE>
of the midpoint of the salary range for the CEO, 45-50% for the
other named executive officers and lower percentages for other
officers. In setting these percentages, the Committee used
data from the market assessment referred to above. Under the
Corporation's program, additional payments of up to 50% of the
target awards may be made if the goals are exceeded; lesser
amounts may be paid if the goals are not achieved, but only if
the Corporation's net income exceeds a threshold designated for
that year. The Board may decide to adjust awards if the plan
formula would unduly penalize or reward management and, in
individual cases, to vary the calculated award based on the
officer's total performance.
The 1998 objectives for all the executive officers under the
incentive program included overall operating and financial
performance targets measured by the Corporation's net income
and/or the Corporation's return on equity. 60% of the CEO's
1998 target award was based on these factors. Additional
quantitative targets were used for some of the other executive
officers including, in the case of certain officers, targets
relating specifically to the performance of the companies for
which they have chief operating responsibility.
I n addition to measuring performance against the 1998
quantitative targets, the Committee evaluated each executive's
performance against qualitative objectives. These objectives
focused on aspects of the Corporation's business that directly
related to the executive officer's individual responsibilities.
40% of the CEO's 1998 target award was based on these
qualitative objectives which, in his case, focused on the
formulation and implementation of the Corporation's long-term
strategic plan and actions with respect to opportunities for
future growth. The Committee's review consisted of a
subjective evaluation of his achievement of these objectives.
Based on this evaluation and the Corporation's 1998 net income
and return on equity, the CEO received an incentive award of
54% of the midpoint of his salary grade.
Long-Term Incentive Awards. The long-term component of the
Corporation's incentive compensation program consists of
equity-based grants which have been in the form of stock
13<PAGE>
options and restricted stock. These grants are designed to
create a mutuality of interest with shareholders by motivating
the CEO and the other executive officers and key personnel to
manage the Corporation's business so that the shareholders
investment will grow in value over time. The Committee's
policy has been to base individual awards on an annual study by
Towers Perrin comparing the value of long-term incentive grants
to salary levels in general industry. The Committee does not
normally consider the amount of an individual's outstanding or
previously granted options or shares in determining the size of
the grant. The 66,500 options and the 13,028 shares of
restricted stock granted to the CEO in April of 1998 reflected
these policies and, as in the case of the other executive
officers, the results of the Committee's review of his
performance conducted when it considered his base salary for
1998.
With respect to qualifying compensation paid to executive
officers under Section 162(m) of the Internal Revenue Code, the
Corporation does not expect to have any significant amount of
compensation exceeding the $1 million annual limitation.
Accordingly, the Committee has recommended that the Corporation
continue to structure its executive compensation program to
meet the objectives described in this report, rather than
modifying it to achieve a relatively small decrease in its
federal income tax liability. Compensation attributable to
outstanding stock options or stock options granted under the
Corporation's 1996 Equity Incentive Plan will not be subject to
t h e l imitation under Section 162(m) under applicable
regulations.
By the Compensation Committee,
James O. Welch, Jr. (Chairman)
Sara L. Baldwin
Henry R. Guild, Jr.
Robert L. Ryan
William P. Sovey
John A. Urquhart
14<PAGE>
The following tables set forth certain compensation information
for the Chief Executive Officer of the Corporation and each of
the four other most highly compensated executive officers of
the Corporation and its subsidiaries.
15<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation
Compensation Awards
Shares
Restricted Underlying All Other
Name and Stock Options/SARs Compensation (3)
Principal Position Year Salary Bonus Awards (1) (#)(2)
<S> <C> <C> <C> <C> <C> <C>
Girard F. Anderson 1998 $500,000 $270,500 $360,713 66,500 $20,472
Chairman, President 1997 418,250 193,247 386,613 0 17,487
and Chief 1996 386,250 250,000 298,450 0 31,106
Executive Officer
Alan D. Oak 1998 375,000 160,000 196,581 49,900 15,447
Executive Vice 1997 272,500 103,000 179,763 0 11,715
President and 1996 241,750 160,000 143,350 0 15,248
Chief Operating
Officer
Roger H. Kessel 1998 271,500 115,000 99,675 25,100 11,286
Executive Vice 1997 258,500 100,000 179,763 0 11,161
President 1996 248,500 163,000 143,350 0 11,063
John B. Ramil 1998 237,500 147,500 132,208 16,830 10,490
President of Tampa 1997 175,833 48,000 96,038 0 7,975
Electric Company 1996 147,750 42,000 0 8,000 10,284
16<PAGE>
William N. Cantrell 1998 230,000 115,000 132,208 16,830 9,342
President - Peoples 1997 180,000 75,000 118,200 0 8,052
Gas Companies 1996 151,500 45,000 0 8,000 10,515
</TABLE>
(1) The reported values of the restricted stock awards were
determined using the closing market price of the Common
Stock on the date of grant. Restricted stock holdings and
the values thereof based on the closing price of the
Common Stock on December 31, 1998 were as follows: Mr.
Anderson, 13,028 shares ($367,227); Mr. Oak, 20,500 shares
($577,844); Mr. Ramil, 8,675 shares ($244,527); and Mr.
Cantrell, 9,575 shares ($269,895). Mr. Kessel's shares
have vested, and Mr. Anderson's shares will vest on April
15, 1999. The other shares listed above will vest more
than three years after the date of grant. Holders of
restricted stock receive the same dividends as holders of
other shares of Common Stock.
(2) Limited stock appreciation rights were awarded in tandem
with the options granted. See Footnote (2) under
Option/SAR Grants in Last Fiscal Year below.
(3) The reported amounts for 1998 consist of $372 of premiums
paid by the Corporation to the Executive Supplemental Life
Insurance Plan for each of the named executive officers,
with the balance in each case being employer contributions
under the TECO Energy Group Retirement Savings Plan and
Retirement Savings Excess Benefit Plan.
17<PAGE>
Option/SAR Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Shares Options/SARs Exercise Grant
Underlying Granted to or Base Date
Options/SARs Employees in Price Expiration Present
Name Granted(1)(2) Fiscal Year Per Share Date Value(3)
Girard F. Anderson 66,500 8.87 $27.5625 4/15/08 $265,222
Alan D. Oak 49,900 6.66 27.5625 4/15/08 199,016
Roger H. Kessel 25,100 3.35 27.5625 4/15/08 100,106
John B. Ramil 16,830 2.25 27.5625 4/15/08 67,123
William N. Cantrell 16,830 2.25 27.5625 4/15/08 67,123
(1) The options are exercisable beginning on the date of grant, April
15, 1998.
(2) An equal number of stock appreciation rights which can only be
exercised during limited periods following a change in control of
the Corporation ( LSAR's) were awarded in tandem with the options
granted in 1998. Upon exercise of an LSAR, the holder is entitled
to an amount of shares based upon the difference between the
exercise price and the highest price paid or offered for Common
Stock during the 30-day period preceding a change in control of
the Corporation. The exercise of an option or an LSAR results in
a corresponding reduction in the other.
(3) The values shown are based on the Black-Scholes valuation model
and are stated in current annualized dollars on a present value
basis. The key assumptions used for purposes of this calculation
include the following: (a) a 5.86% discount rate; (b) a volatility
factor based upon the average trading price for the 36-month
period ending March 31, 1998; (c) a dividend factor based upon the
3-year average dividend paid for the period ending March 31, 1998;
(d) the 10-year option term; and (e) an exercise price equal to
the fair market value on the date of grant. The present value of
18<PAGE>
the options reported has been calculated by multiplying $27.5625,
the share price on the date of grant, by .1447, the Black-Scholes
valuation factor, and by the number of shares underlying the
options granted. The actual value an executive may realize will
depend upon the extent to which the stock price exceeds the
exercise price on the date the option is exercised. Accordingly,
the value, if any, realized by an executive will not necessarily
be the value determined by the Black-Scholes model.
19<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Value
Number of
Shares Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at Year-End at Year-End
Shares
Name Acquired on Value Exercisable/ Exercisable/
Exercise (#) Realized($) Unexercisable Unexercisable
Girard F. Anderson 0 0 178,500/0 $828,530/0
Alan D. Oak 0 0 92,900/0 302,469/0
Roger H. Kessel 64,000 809,002 98,100/0 580,906/0
John B. Ramil 0 0 39,030/0 135,847/0
William N. Cantrell 21,400 337,825 54,030/0 291,065/0
20<PAGE>
Pension Table
The following table shows estimated annual benefits payable under the
Corporation s pension plan arrangements for the named executive
officers other than Mr. Kessel.
Years of Service
Final
Average Earnings 5 10 15 20 or More
$300,000 45,000 90,000 135,000 180,000
350,000 52,500 105,000 157,500 210,000
400,000 60,000 120,000 180,000 240,000
450,000 67,500 135,000 202,500 270,000
500,000 75,000 150,000 225,000 300,000
550,000 82,500 165,000 247,500 330,000
600,000 90,000 180,000 270,000 360,000
650,000 97,500 195,000 292,500 390,000
700,000 105,000 210,000 315,000 420,000
750,000 112,500 225,000 337,500 450,000
800,000 120,000 240,000 360,000 480,000
850,000 127,500 255,000 382,500 510,000
900,000 135,000 270,000 405,000 540,000
950,000 142,500 285,000 427,500 570,000
1,000,000 150,000 300,000 450,000 600,000
The annual benefits payable to each of the named executive officers are
equal to a stated percentage of such officer's final average earnings
multiplied by his number of years of service, up to a stated maximum.
Final average earnings are based on the greater of (i) the officer's
final 36 months of earnings or (ii) the officer's highest three
consecutive calendar years of earnings out of the five calendar years
preceding retirement. The amounts shown in the table are based on 3%
of such earnings and a maximum of 20 years of service. The amounts
payable to Mr. Kessel are based on 5% of earnings and a maximum of 12
years of service.
The earnings covered by the pension plan arrangements are the same as
those reported as salary and bonus in the summary compensation table
above. Years of service for the named executive officers are as
follows: Mr. Anderson (39 years), Mr. Oak (25 years), Mr. Kessel (9
years), Mr. Ramil (22 years) and Mr. Cantrell (23 years). The pension
benefit is computed as a straight-life annuity commencing at the
21<PAGE>
officer's normal retirement age and is reduced by the officer's Social
Security benefits. The normal retirement age is 62 for Messrs.
Anderson and Kessel, 63 for Messrs. Oak and Cantrell and 63 and 2
months for Mr. Ramil.
The present value of the portion of the officer's pension benefit that
is in excess of the amount payable under the Corporation's qualified
retirement plan is, at the election of the officer, payable in the form
of a lump sum. The pension plan arrangements also provide death
benefits to the surviving spouse of an officer equal to 50% of the
benefit payable to the officer. If the officer dies during employment
before reaching his normal retirement age, the benefit is based on the
officer's service as if his employment had continued until such age.
The death benefit is payable for the life of the spouse.
Employment and Change in Control Arrangements
The Corporation has severance agreements with the named executive
officers under which payments will be made under certain circumstances
in connection with a change in control of the Corporation. A change in
control means in general an acquisition by any person of 30% or more of
the Common Stock, a change in a majority of the directors, a merger or
c o n s o lidation of the Corporation in which the Corporation's
shareholders do not have at least 65% of the voting power in the
surviving entity or a liquidation or sale of the assets of the
Corporation. Each of these officers is required, subject to the terms
of the severance agreements, to remain in the employ of the Corporation
for one year following a potential change in control (as defined)
unless a change in control earlier occurs. The severance agreements
provide that in the event employment is terminated by the Corporation
without cause (as defined) or by one of these officers for good reason
(as defined) in contemplation of or following a change in control, or
if the officer terminates his employment for any reason during the
thirteenth month following a change in control, the Corporation will
make a lump sum severance payment to the officer of three times annual
salary and bonus. In such event, the severance agreements also provide
for: (i) a cash payment equal to the additional retirement benefit
which would have been earned under the Corporation's retirement plans
if employment had continued for three years following the date of
termination and (ii) participation in the life, disability, accident
and health insurance plans of the Corporation for such period except to
the extent such benefits are provided by a subsequent employer.
22<PAGE>
In addition, the terms of the restricted stock awarded to the named
executive officers provide for full vesting upon a change in control.
These officers will also receive a payment to compensate for the
additional taxes, if any, payable on the benefits received under the
severance agreements and any other benefits contingent on a change in
control as a result of the application of the excise tax associated
with Section 280G of the Internal Revenue Code.
SHAREHOLDER PROPOSAL
John J. Phillips, 8020 34th Avenue North, St. Petersburg, Florida
33710, the holder of 500 shares of Common Stock, has submitted the
following proposal:
RESOLVED: That the stockholders of Teco Energy Inc., assembled in
annual meeting in person and by proxy, hereby request that the
Board of Directors, starting as soon as possible, amend future
proxy materials to show each nominee for the Board of Directors
listed individually with a For or Against box after each
nominee's name.
A format that I would like to suggest is.
Election of Directors:
NOMINEES FOR AGAINST
Name of Candidate A [ ] [ ]
Name of Candidate B [ ] [ ]
Name of Candidate C [ ] [ ]
Reasons
The present proxy material, at first glance, only gives us the
option of voting (A) For ALL NOMINEES or (B) AGAINST ALL
NOMINEES . Then, almost as an afterthought and with no further
explanation we are given the option to vote (C) FOR ALL NOMINEES
EXCEPT __________. This line is barely long enough to fit in one
name, let alone more than one name, complicating the process and
definitely making it more difficult for those wishing to split
their vote. Squeezing names in a limited space must also make it
difficult for tallying purposes. Certainly we would not consider
voting for our local, state or federal leaders in any other manner
23<PAGE>
other than individually. We should have the same individual choice
when electing Directors who will be representing us.
The directors that we elect represent the stockholders and are
individually and collectively responsible to them for sound and
proper performance of their duties. They set the direction of the
company through the Management, who are employees of the Company.
The most important function of the Board of Directors is Management
selection, evaluation, compensation, and replacement. Therefore,
the office of Director is very significant and any method which
allows us to make more intelligent selections is of great
importance to us and the company.
This proposal was submitted last year and was supported by enough
of you, my fellow shareholders, to permit and encourage me to
submit it again in perhaps a more clear fashion. The Securities
and Exchange Commission allows other formats for the election of
Directors including the one suggested above. I ask you to look at
your proxy material and then look at the suggested format above and
determine which is a more clear, simple and desirable format for
the selection of Directors, and vote accordingly.
This small change will greatly simplify the proxy material. It
will allow stockholders to consider each candidate in a more clear,
appropriate manner. I urge you to vote for this proposal.
The Board of Directors OPPOSES the adoption of the above resolution for
the following reasons:
M r . Phillips submitted substantially the same proposal to the
Corporation twice in the last five years, and each time it was
overwhelmingly rejected by the Corporation's shareholders.
The Securities and Exchange Commission has adopted a rule governing
shareholder proxy cards which specifically approves the format for the
election of directors used by the Corporation. In addition, the Board
believes that a large majority of the publicly held companies in the
United States use this same format, based on information obtained from
the American Society of Corporate Secretaries, Inc.
The Board disagrees with the claim that the current format complicates
the voting process and lacks space for more than one name, given the
24<PAGE>
shareholders use of this format for many years without any apparent
difficulty and the widespread use by other companies of the same
format. In fact, adoption of the proposed format would make the proxy
voting process less convenient and more costly, since it would require
shareholders to check several boxes rather than one and would increase
the costs of tabulating the votes.
The Board of Directors recommends a vote AGAINST this shareholder
proposal.
25<PAGE>
INFORMATION CONCERNING AUDITORS AND AUDIT COMMITTEE
The Audit Committee reviews the scope of the audit procedures followed
by the independent accountants and the results of their yearly audit,
including the audited financial statements. The Committee also reviews
the Corporation's internal auditing policies and procedures and the
adequacy of the system of internal accounting and financial controls.
After its review of the yearly audit, the Committee recommends the
independent accountants to be appointed for the following year.
Based on the Audit Committee's recommendation in April 1998, the Board
r e a ppointed PricewaterhouseCoopers LLP to serve as independent
accountants and to audit the Corporation's financial statements for
1998. Consistent with past procedures, independent accountants for the
current fiscal year will be appointed by the Board at its April 1999
meeting.
Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Annual Meeting of Shareholders and to be available to
respond to appropriate questions. They will also have the opportunity
to make a statement if they so desire.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented pursuant to Rule
14a-8 under the Securities Exchange Act of 1934 (the Exchange Act )
for inclusion in the Corporation's proxy materials relating to the
Annual Meeting of Shareholders in the year 2000 must be received on or
before November 5, 1999. In order for a shareholder proposal made
outside of Rule 14a-8 under the Exchange Act to be considered timely
within the meaning of Rule 14a-4(c) of the Exchange Act, such proposal
must be received by the Corporation not later than January 22, 2000.
Any such proposals should be sent to: Secretary, TECO Energy, Inc.,
P.O. Box 111, Tampa, Florida 33601.
ADVANCE NOTICE PROVISIONS FOR SHAREHOLDER PROPOSALS AND NOMINATIONS
The Bylaws of the Corporation provide that in order for a shareholder
to bring business before or propose director nominations at an annual
meeting, the shareholder must give written notice to the Secretary of
the Corporation not later than 90 days in advance of the anniversary
26<PAGE>
date of the immediately preceding annual meeting of shareholders. The
notice must contain specified information about the proposed business
or each nominee and the shareholder making the proposal or nomination.
If the annual meeting is scheduled for a date that is not within 30
days before or after such anniversary date, the notice given by the
shareholder must be received no later than the tenth day following the
day on which the notice of such annual meeting date was mailed or
public disclosure made, whichever first occurs.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, proxies may be
solicited by telephone, facsimile or in person by regular employees of
the Corporation. The Corporation has also retained Morrow & Co., Inc.
to assist in the solicitation of proxies for a fee of $6,000 plus out-
of-pocket expenses. All expenses of this solicitation, including the
c o s t of preparing and mailing this proxy statement, and the
reimbursement of brokerage houses and other nominees for their
reasonable expenses in forwarding proxy material to beneficial owners
of stock, will be paid by the Corporation.
OTHER MATTERS
The Board of Directors does not know of any business to be presented at
the meeting other than the matters described in this proxy statement.
If other business is properly presented for consideration at the
meeting, the enclosed proxy authorizes the persons named therein to
vote the shares in their discretion.
Dated: March 4, 1999
27<PAGE>
Exhibit A
[TECO ENERGY LOGO]
1999 Annual Shareholders' Meeting
Wednesday April 21, 1999, 11:30 A.M.
TECO Plaza
702 North Franklin Street
Tampa, Florida 33602
Attached below is a proxy card for the 1999 Annual Meeting of
Shareholders of TECO Energy, Inc.
Please detach the proxy card and mark the boxes to indicate how
your shares should be voted. Sign and return your proxy as soon
as possible in the enclosed postage-paid envelope.
Please see the reverse side for shareholder services information.
DETACH HERE<PAGE>
Exhibit A
PROXY
TECO ENERGY, INC.
Proxy for Annual Meeting of Shareholders, April 21, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TECO ENERGY, INC.
The undersigned hereby constitutes and appoints Girard F. Anderson, Hugh
L. Culbreath and Henry R. Guild, Jr. and any one or more of them,
attorneys and proxies of the undersigned, with full power of
substitution to each attorney and substitute, for and in the name of
the undersigned to appear and vote all shares of Common Stock of TECO
Energy, Inc. standing in the name of the undersigned as of the close
of business February 12, 1999, at the Annual Meeting of Shareholders
of the Corporation to be held in accordance with notice received at
the principal office of the Corporation, TECO Plaza, 702 North
Franklin Street, Tampa, Florida, on April 21, 1999 at 11:30 A.M., and
at any and all adjournments thereof, with all powers the undersigned
would have if personally present, hereby revoking all proxies
previously given.
SEE (THIS PROXY IS CONTINUED AND IS TO BE SIGNED ON REVERSE SIDE) SEE
REVERSE REVERSE
SIDE SIDE<PAGE>
Exhibit A
[TECO ENERGY LOGO]
702 North Franklin Street
Tampa, FL 33602
SHAREHOLDER SERVICES INFORMATION
T E C O Energy offers electronic direct deposit of
dividends to your bank account. For more information and
enrollment forms, please contact our transfer agent,
EquiServe.
Questions regarding your individual account, changes of
address, replacement of lost certificates, dividends and
general transfer requirements should be directed to
EquiServe.
Mailing Address: BankBoston
c/o EquiServe, L.P.
P.O. Box 8040
Boston, MA 02266-8040
Phone:(800) 650-9222
Please retain this information for future use.
Please return your proxy in the enclosed Business Reply Envelope
P. O. Box 9373 Boston, MA 02205-9944
DETACH HERE
---------------------------------------------------------------------<PAGE>
Exhibit A
/X/ Please mark votes as in this example.
1. ELECTION OF DIRECTORS
The Board Recommends a Vote FOR all Nominees.
Instructions - To vote against any individual nominee(s), mark Box (C)
and write the name(s) of such nominee(s) above the line provided
below.
Nominees: C. D. Ausley, J. L. Ferman, Jr. and J. O. Welch, Jr.
/ / (A) FOR ALL NOMINEES / / (B) AGAINST ALL
NOMINEES
/ / (C)
FOR ALL NOMINEES EXCEPT
2. SHAREHOLDER PROPOSAL
The Board Recommends a Vote AGAINST the Proposal.
/ / FOR / / AGAINST
/ / ABSTAIN
In their discretion, the proxies are also authorized to vote upon such
other matters as may properly come before the meeting.
This proxy will be voted as specified, or if no specification is made,
FOR Proposal 1 and AGAINST Proposal 2.
PLEASE SIGN AND MAIL THIS PROXY TODAY
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
INSTRUCTIONS - Signatures should correspond exactly with the name or
names of Shareholders as they appear on this proxy. Persons signing as
Attorney, Executor, Administrator, Trustee or Guardian should give
their full titles. Execution on behalf of corporations should be by a
duly authorized officer and on behalf of partnerships by a general
partner or in the firm name by another duly authorized person.
Signature: ___________ Date: _________ Signature: ____________ Date:______<PAGE>
