<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000.
REGISTRATION NO. 333-50808
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT
NO. 333-45302
------------------------
<TABLE>
<S> <C> <C>
TECO ENERGY, INC FLORIDA 59-2052286
TECO CAPITAL TRUST I DELAWARE [APPLICATION PENDING]
TECO CAPITAL TRUST II DELAWARE [APPLICATION PENDING]
TECO CAPITAL TRUST III DELAWARE [APPLICATION PENDING]
TECO FUNDING COMPANY I, LLC DELAWARE [APPLICATION PENDING]
TECO FUNDING COMPANY II, LLC DELAWARE [APPLICATION PENDING]
TECO FUNDING COMPANY III, LLC DELAWARE [APPLICATION PENDING]
(EXACT NAME OF EACH (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
REGISTRANT INCORPORATION OR ORGANIZATION)
AS SPECIFIED IN ITS CHARTER)
</TABLE>
------------------------
<TABLE>
<S> <C> <C>
TECO ENERGY, INC. TECO CAPITAL TRUST I TECO FUNDING COMPANY I, LLC
TECO PLAZA TECO CAPITAL TRUST II TECO FUNDING COMPANY II, LLC
702 NORTH FRANKLIN STREET TECO CAPITAL TRUST III TECO FUNDING COMPANY III, LLC
TAMPA, FLORIDA 33602 C/O THE BANK OF NEW YORK 300 DELAWARE AVENUE
(813) 228-4111 101 BARCLAY STREET, 8TH FLOOR SUITE 900
NEW YORK, NEW YORK 10286 WILMINGTON, DE 19801
(212) 815-5088 (302) 552-3137
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DAVID E. SCHWARTZ, ESQ.
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:
<TABLE>
<S> <C>
DAVID R. POKROSS, JR., ESQ. MARK V. NUCCIO, ESQ.
PALMER & DODGE LLP ROPES & GRAY
ONE BEACON STREET ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02108-3190 BOSTON, MASSACHUSETTS 02110-2624
</TABLE>
------------------------
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. [X]
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. [X]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO.
333-45302 OF TECO ENERGY, INC., WHICH WAS DECLARED EFFECTIVE ON SEPTEMBER 14,
2000. SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE
CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN
ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933. PURSUANT TO RULE 429
UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUSES FILED AS PART OF THIS
REGISTRATION STATEMENT ALSO CONSTITUTE PROSPECTUSES FOR REGISTRATION STATEMENT
NO. 333-45302; THE $200,000,000 AGGREGATE AMOUNT OF DEBT SECURITIES REMAINING
UNSOLD FROM REGISTRATION STATEMENT NO. 333-45302 WILL BE COMBINED WITH THE TRUST
PREFERRED SECURITIES, DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK, WARRANTS
AND GUARANTEES TO BE REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO
ENABLE TECO ENERGY, INC. AND TECO CAPITAL TRUST I, TECO CAPITAL TRUST II AND
TECO CAPITAL TRUST III TO OFFER AN AGGREGATE AMOUNT OF $1,200,000,000 OF
SECURITIES PURSUANT TO THIS COMBINED PROSPECTUS.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-3 is being
filed solely to correct the addresses for TECO Capital Trust I, TECO Capital
Trust II, TECO Capital Trust III, TECO Funding Company I, LLC, TECO Funding
Company II, LLC and TECO Funding Company III, LLC. Accordingly, the prospectuses
have been omitted.
<PAGE> 3
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 Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on December 6, 2000.
TECO ENERGY, INC.
By: /s/ G. L. GILLETTE
------------------------------------
G. L. Gillette
Vice President--Finance and
Chief Financial Officer
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 December 6, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman of the Board, President and Chief
--------------------------------------------------- Executive Officer (Principal Executive Officer)
R. D. Fagan
/s/ G. L. GILLETTE Vice President-Finance and Chief Financial
--------------------------------------------------- Officer (Principal Financial Officer)
G. L. Gillette
* Vice President-Corporate Accounting and Tax
--------------------------------------------------- (Principal Accounting Officer)
S. A. Myers
* Director
---------------------------------------------------
C. D. Ausley
* Director
---------------------------------------------------
S. L. Baldwin
* Director
---------------------------------------------------
H. L. Culbreath
* Director
---------------------------------------------------
J. L. Ferman, Jr.
* Director
---------------------------------------------------
L. Guinot, Jr.
* Director
---------------------------------------------------
T. L. Rankin
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director
---------------------------------------------------
W.D. Rockford
* Director
---------------------------------------------------
W. P. Sovey
* Director
---------------------------------------------------
J. T. Touchton
* Director
---------------------------------------------------
J. A. Urquhart
* Director
---------------------------------------------------
J. O. Welch, Jr.
</TABLE>
* By: /s/ GORDON L. GILLETTE
----------------------------
Gordon L. Gillette
Attorney-in-Fact
II-2
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TECO Capital Trust I 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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on December 6, 2000.
TECO Capital Trust I
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
Attorney-in-Fact
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TECO Capital Trust II 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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on December 6, 2000.
TECO Capital Trust II
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
Attorney-in-Fact
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TECO Capital Trust III 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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on December 6, 2000.
TECO Capital Trust III
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
Attorney-in-Fact
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TECO Funding Company I, LLC 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tampa, State of
Florida, on December 6, 2000.
TECO Funding Company I, LLC
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
President and Treasurer
II-6
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TECO Funding Company II, LLC 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tampa, State of
Florida, on December 6, 2000.
TECO Funding Company II, LLC
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
President and Treasurer
II-7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TECO Funding Company III, LLC 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 Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Tampa,
State of Florida, on December 6, 2000.
TECO Funding Company III, LLC
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
President and Treasurer
II-8
