<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2000.
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
FLORIDA 59-2052286
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
------------------------
TECO PLAZA, 702 NORTH FRANKLIN STREET, TAMPA, FLORIDA 33602 (813) 228-4111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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>
PAUL M. KINSELLA, 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/
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
debt securities............................................. $350,000,000 $92,400
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(o)
Pursuant to Rule 429 under the Securities Act, the prospectus included in this
Registration Statement also relates to $50,000,000 of unsold debt securities
previously registered under the Registrant's Registration Statement on Form S-3
(No. 333-60819). The filing fee paid for those securities in connection with
such earlier registration statement was $14,750. This Registration Statement
constitutes Post-Effective Amendment No. 2 to such Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE SECURITIES AND EXCHANGE COMMISSION DECLARES
OUR REGISTRATION STATEMENT EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
Subject to Completion, Dated September 6, 2000
PROSPECTUS
$400,000,000
TECO ENERGY, INC.
DEBT SECURITIES
----------------
We plan to issue up to $400,000,000 of debt securities.
We may offer the debt securities as separate series, in amounts, prices and
on terms determined at the time of the sale. When we offer debt securities, we
will provide a prospectus supplement or a term sheet describing the terms of the
specific issue, including the offering price of the securities.
We will sell the debt securities to underwriters or dealers, through agents,
or directly to investors.
You should read this prospectus and the prospectus supplement or the term
sheet relating to the specific issue of debt securities carefully before you
invest.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
The date of this prospectus is , 2000
TECO Energy, Inc. - 702 North Franklin Street - Tampa, Florida
33602 - (813) 228-4111
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
RISK FACTORS................................................ 2
WHERE YOU CAN FIND MORE INFORMATION......................... 2
FORWARD LOOKING STATEMENTS.................................. 3
THE COMPANY................................................. 4
RATIOS OF EARNINGS TO FIXED CHARGES......................... 4
USE OF PROCEEDS............................................. 5
DESCRIPTION OF DEBT SECURITIES.............................. 5
PLAN OF DISTRIBUTION........................................ 11
LEGAL MATTERS............................................... 12
EXPERTS..................................................... 12
</TABLE>
1
<PAGE>
RISK FACTORS
For each series of debt securities, we will include risk factors, if
appropriate, in a prospectus supplement or term sheet relating to that series.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
on the SEC's web site at http://www.sec.gov.
We filed a registration statement on Form S-3 with the SEC covering the debt
securities. For further information on us and the debt securities, you should
refer to the registration statement and its exhibits. This prospectus summarizes
material provisions of the indenture. Because the prospectus may not contain all
the information that you may find important, you should review the full text of
the indenture and other documents we have filed as exhibits to the registration
statement.
The SEC allows us to "incorporate by reference" the information that we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents and any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the debt securities are sold:
- our Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
- our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2000 and June 30, 2000; and
- our Current Reports on Form 8-K dated February 16, 2000, February 29, 2000
and July 20, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Director of Investor Relations
TECO Energy, Inc.
TECO Plaza
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement or term sheet. We have not
authorized anyone to provide you with different information. We are not making
an offer of these debt securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
or term sheet is accurate as of any date other than the date on the front of
these documents.
2
<PAGE>
FORWARD LOOKING STATEMENTS
This prospectus, any prospectus supplement or term sheet, and the documents
we have incorporated by reference may contain forward-looking statements. Such
statements relate to future events or our future financial performance. We use
words such as "anticipate," "believe," "expect," "may," "project," "will" or
other similar words to identify forward-looking statements.
Without limiting the foregoing, any statements relating to our
- anticipated capital expenditures;
- future cash flows and borrowings;
- potential future merger opportunities; and
- sources of funding
are forward-looking statements. These forward-looking statements are based on
numerous assumptions that we believe are reasonable, but they are open to a wide
range of uncertainties and business risks and actual results may differ
materially from those discussed in these statements.
Among the factors that could cause actual results to differ materially are:
- variations in weather conditions affecting energy sales and operating
costs;
- potential competitive changes in the electric and gas industries,
particularly in the area of retail competition;
- changes in environmental regulation that may impose additional costs or
curtail some of our activities;
- federal and state regulatory initiatives that increase competition or
costs, threaten investment recovery, or impact rate structure;
- the degree to which we are able to successfully develop and operate our
diversified businesses and our ability to operate our synthetic fuel
production facilities in a manner qualifying for Section 29 federal income
tax credits;
- available sources and costs of commodities; and
- inflationary trends, interest rates and other general economic conditions,
particularly those affecting energy sales in our service area.
When considering forward-looking statements, you should keep in mind the
cautionary statements in this prospectus, any prospectus supplement or term
sheet and the documents incorporated by reference, including the information
included in our Annual Report on Form 10-K under the caption "Investment
Considerations."
3
<PAGE>
THE COMPANY
We are an electric and gas utility holding company with important
diversified activities. Our diversified businesses include marine
transportation, coal mining, natural gas production from coalbeds, independent
power generation and distribution, the sale of propane gas, the marketing of
natural gas, energy services and engineering. Our operating companies have
facilities in several states and Central America. You can find a more complete
description of our business and recent activities in the documents listed under
"WHERE YOU CAN FIND MORE INFORMATION."
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratios of earnings to fixed
charges for the periods shown.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED TWELVE MONTHS ENDED --------------------------------------------------------------------
JUNE 30, 2000 JUNE 30, 2000 1999 1998 1997 1996 1995
--------------------- ------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
2.79x 2.90x (1) 3.25x(2) 3.67x(3) 3.77x(4) 3.72x 3.50x
</TABLE>
For the purposes of calculating these ratios, earnings consist of income from
continuing operations before income taxes and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt premium, the interest
component of rentals and preferred stock dividend requirements.
------------------------
(1) Includes the effect of non-recurring pretax charges totaling $21.0 million
recorded in the third and fourth quarters of 1999. Charges consisted of the
following: $10.5 million recorded at Tampa Electric Company, a wholly-owned
subsidiary of TECO Energy, based on Florida Public Service Commission audits
of its 1997 and 1998 earnings which limited its equity ratio to
58.7 percent; $3.5 million at Tampa Electric Company to resolve litigation
filed by the U.S. Environmental Protection Agency; $6.0 million at TECO
Investments, Inc., a wholly-owned subsidiary of TECO Energy, to adjust the
carrying value of certain leveraged leases; and $4.3 million at Tampa
Electric Company and $3.3 million net benefit at TECO Energy for corporate
income tax settlements related to prior years' tax returns. The effect of
these charges was to reduce the ratio of earnings to fixed charges. Had
these charges been excluded from the calculation, the ratio of earnings to
fixed charges would have been 3.18x for the twelve-month period ended
June 30, 2000.
(2) Includes the effect of the non-recurring pretax charges totaling
$21.0 million recorded at Tampa Electric Company, TECO Investments, Inc. and
TECO Energy described in (1) above. The effect of these charges was to
reduce the ratio of earnings to fixed charges. Had these charges been
excluded from the calculation, the ratio of earnings to fixed charges would
have been 3.60x for the year ended December 31, 1999.
(3) Includes the effect of the non-recurring pretax charges totaling
$30.5 million associated with write-offs at TECO Coal Corporation, a
wholly-owned subsidiary of TECO Energy, and Tampa Electric Company, and
$.6 million pretax of merger-related costs. The effect of these charges was
to reduce the ratio of earnings to fixed charges. Had these charges been
excluded from the calculation, the ratio of earnings to fixed charges would
have been 3.95x for the year ended December 31, 1998.
(4) Includes a $2.6 million pretax charge for all costs associated with the
mergers completed in June 1997. The effect of this charge was to reduce the
ratio of earnings to fixed charges. Had this charge been excluded from the
calculation, the ratio of earnings to fixed charges would have been 3.79x
for the year ended December 31, 1997.
4
<PAGE>
USE OF PROCEEDS
We intend to add the net proceeds from the sale of the debt securities to
our general funds, to be used for general corporate purposes, which may include
investment in subsidiaries, working capital, capital expenditures, repayment of
debt and other business opportunities.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be unsecured and will rank on parity with all our
other unsecured and unsubordinated indebtedness. We will issue debt securities
in one or more series under an indenture dated as of September 1, 1998 between
us and The Bank of New York, as Trustee. We filed the indenture as an exhibit to
the registration statement of which this prospectus is a part. The following
description of the terms of the debt securities summarizes the material terms
that will apply to the debt securities. The description is not complete, and we
refer you to the indenture which we incorporate by reference.
GENERAL
The indenture does not limit the aggregate principal amount of the debt
securities or of any particular series of debt securities that we may issue
under it. We do not need to issue debt securities of any series at the same time
nor must the debt securities within any series bear interest at the same rate or
mature on the same date.
Each time that we issue a new series of debt securities, the prospectus
supplement or term sheet relating to that new series will describe the
particular amount, price and other terms of those debt securities. These terms
may include:
- the title of the debt securities;
- any limit on the total principal amount of the debt securities;
- the date or dates on which the principal of the debt securities will be
payable or the method by which such date or dates will be determined;
- the rate or rates at which the debt securities will bear interest, if any,
or the method by which such rate or rates will be determined, and the date
or dates from which any such interest will accrue;
- the dates on which any such interest will be payable and the record dates,
if any, for any such interest payments;
- if applicable, whether we may extend the interest payment periods and, if
so, the permitted duration of any such extensions;
- the place or places where the principal of and interest on the debt
securities will be payable;
- any obligation we may have to redeem or purchase the debt securities
pursuant to any sinking fund, purchase fund or analogous provision or at
the option of the holder and the terms and conditions on which the debt
securities may be redeemed or purchased pursuant to an obligation;
- the denominations in which we will issue the debt securities, if other
than denominations of $1,000;
- the terms and conditions, if any, on which we may redeem the debt
securities;
5
<PAGE>
- the currency, currencies or currency units in which we will pay the
principal of and any premium and interest on the debt securities, if other
than U.S. dollars, and the manner of determining the equivalent in U.S.
dollars;
- whether we will issue any debt securities in whole or in part in the form
of one or more global securities and, if so, the identity of the
depositary for the global security and any provisions regarding the
transfer, exchange or legending of any such global security if different
from those described below under the caption "Global Securities;"
- any addition to, change in or deletion from the events of default or
covenants described in this prospectus with respect to the debt securities
and any change in the right of the Trustee or the holders to declare the
principal amount of the debt securities due and payable;
- any index or formula used to determine the amount of principal of or any
premium or interest on the debt securities and the manner of determining
any such amounts;
- any subordination of the debt securities to any other indebtedness of the
Company; and
- other material terms of the debt securities.
Unless the prospectus supplement or term sheet relating to the issuance of a
series of debt securities indicates otherwise, the debt securities will have the
following characteristics:
We will only issue debt securities in fully registered form, without
coupons, in denominations of $1,000 or multiples of $1,000. We will not charge a
service fee for the registration, transfer or exchange of debt securities, but
we may require a payment sufficient to cover any tax or other governmental
charge payable in connection with registration, transfer or exchange.
The principal of, and any premium and interest on, any debt securities will
be payable at the corporate trust office of The Bank of New York in New York,
New York. Debt securities will be exchangeable and transfers thereof will be
registrable at this corporate trust office. Payment of any interest due on any
debt security will be made to the person in whose name the debt security is
registered at the close of business on the regular record date for interest.
We will have the right to redeem the debt securities only upon written
notice mailed between 30 and 60 days prior to the redemption date.
If we plan to redeem the debt securities, before the redemption occurs we
are not required to:
- issue, register the transfer of, or exchange any debt security of that
series during the period beginning 15 days before we mail the notice of
redemption and ending on the day we mail the notice; or
- after we mail the notice of redemption, register the transfer of or
exchange any debt security selected for redemption, except if we are only
redeeming a part of a debt security, we are required to register the
transfer of or exchange the unredeemed portion of the debt security if the
holder so requests.
We may offer and sell debt securities at a substantial discount below their
principal amount. We will describe any applicable special federal income tax and
other considerations, if any, in the relevant prospectus supplement or term
sheet. We may also describe certain special federal income tax or other
considerations, if any, applicable to any debt securities that are denominated
in a currency or currency unit other than U.S. dollars in the relevant
prospectus supplement or term sheet.
The debt securities do not provide special protection in the event we are
involved in a highly leveraged transaction.
6
<PAGE>
The debt securities are obligations exclusively of TECO Energy, Inc, which,
as a holding company, has no material assets other than its ownership of the
common stock of its subsidiaries, including Tampa Electric Company. We will rely
entirely upon distributions from our subsidiaries to meet the payment
obligations under the debt securities. Our subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay
amounts due under the debt securities or otherwise to make any funds available
to us including the payment of dividends or other distributions or the extension
of loans or advances. Furthermore, the ability of our subsidiaries to make any
payments to us would be dependent upon the terms of any credit facilities of the
subsidiaries and upon the subsidiaries' earnings, which are subject to various
business risks. In a bankruptcy or insolvency proceeding, claims of holders of
the debt securities would be satisfied solely from our equity interests in our
subsidiaries remaining after the satisfaction of claims of creditors of the
subsidiaries. Thus, the debt securities are effectively subordinated to existing
and future liabilities of our subsidiaries to their respective creditors.
GLOBAL SECURITIES
If we decide to issue debt securities in the form of one or more global
securities, then we will register the global securities in the name of the
depositary for the global securities or the nominee of the depositary and the
global securities will be delivered by the trustee to the depositary for credit
to the accounts of the holders of beneficial interests in the debt securities.
The prospectus supplement or term sheet will describe the specific terms of
the depositary arrangement for debt securities of a series that are issued in
global form. None of our company, the trustee, any payment agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a global debt security or for maintaining, supervising or reviewing
any records relating to these beneficial ownership interests.
CONSOLIDATION, MERGER, ETC.
We will not consolidate or merge with or into any other corporation or other
organization, or sell, convey or transfer all or substantially all of our assets
to any individual or organization, unless (i) the successor is an individual or
organization organized under the laws of the United States or any state thereof
or the District of Columbia, (ii) the successor or transferee expressly assumes
our obligations under the indenture and (iii) the consolidation, merger, sale or
transfer does not cause the occurrence of a default under the indenture. Upon
the assumption by the successor of our obligations under the indenture and the
debt securities issued thereunder, and the satisfaction of any other conditions
required by the indenture, the successor will succeed to and be substituted for
us under the indenture.
MODIFICATION OF THE INDENTURE
The indenture provides that we or the Trustee may modify or amend its terms
with the consent of (i) the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of each affected series and
(ii) 66 2/3% in aggregate principal amount of the outstanding debt securities of
all affected series. However, without the consent of each holder of all of the
outstanding debt securities affected by that modification, we may not:
- change the date stated on the debt security on which any payment of
principal or interest is stated to be due;
- reduce the principal amount or any premium or interest on, any debt
security, including in the case of a discounted debt security, the amount
payable upon acceleration of the maturity thereof;
7
<PAGE>
- change the place of payment or currency of payment of principal of, or
premium, if any, or interest on, any debt security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security after the stated maturity (or, in the
case of redemption, on or after the redemption date); or
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of the holders of which is required for
modification or amendment of the indenture, for waiver of compliance with
some provisions of the indenture or for waiver of some defaults.
Under limited circumstances and only upon the fulfillment of conditions, we
and the Trustee may make modifications and amendments of the indenture without
the consent of any holders of the debt securities.
The holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of any series may waive any past default under the
indenture with respect to that series except:
- a default in the payment of principal of, or any premium or interest on,
any debt security of that series;
- in respect of a covenant or provision under the indenture which cannot be
modified or amended without the consent of the holder of each outstanding
debt security of the affected series.
EVENTS OF DEFAULT
An event of default with respect to debt securities of any series issued
under the indenture is any one of the following events (unless inapplicable to
the particular series, specifically modified or deleted as a term of such series
or otherwise modified or deleted in an indenture supplemental to the indenture):
- we fail to pay any interest on any debt security of that series when due,
and such failure has continued for 30 days;
- we fail to pay principal of or premium, if any, on any debt security of
that series when due;
- we fail to deposit any sinking fund payment in respect of any debt
security of that series when due, and such failure has continued for
30 days;
- we fail to perform any other covenant in the indenture (other than a
covenant included in the indenture solely for the benefit of a series of
debt securities other than that series), and such failure has continued
for 90 days after we receive written notice as provided in the indenture;
- events of bankruptcy, insolvency or reorganization; and
- any other event defined as an event of default with respect to debt
securities of a particular series.
If an event of default with respect to any series of debt securities occurs
and is continuing, the Trustee or the holders of not less than 25% in principal
amount of the outstanding debt securities of that series may declare the
principal amount (or, if any debt securities of that series are discounted debt
securities, a portion of the principal amount that the terms of the series may
specify) of all debt securities of that series to be immediately due and
payable. Under some circumstances, the holders of a majority in principal amount
of the outstanding debt securities of that series may rescind and annul such
declaration and its consequences. The prospectus supplement or term sheet
relating to any series of debt securities which are discounted debt securities
will specify the particular provisions relating to
8
<PAGE>
acceleration of a portion of the principal amount of the discounted debt
securities upon the occurrence of an event of default and the continuation of
the event of default.
Subject to the provisions of the indenture relating to the duties of the
Trustee in case an event of default occurs and is continuing, the Trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request or direction of any of the holders unless the holders have offered to
the Trustee reasonable security or indemnity. Subject to such provisions for
security and indemnification of the Trustee and other rights of the Trustee, the
holders of a majority in principal amount of the outstanding debt securities of
any series have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the debt securities of that
series.
The holder of any debt security will have an absolute and unconditional
right to receive payment of the principal of and any premium and, subject to
limitations specified in the indenture, interest on such debt security on its
stated maturity date (or, in the case of redemption, on the redemption date) and
to institute suit for the enforcement of any of these payments.
Annually, we must furnish to the Trustee a statement that to the best of our
knowledge we are not in default in the performance and observance of any terms,
provisions or conditions of the indenture or, if there has been such a default,
specifying each default and its status.
SATISFACTION AND DISCHARGE OF THE INDENTURE
We will have satisfied and discharged the indenture and it will cease to be
in effect (except as to our obligations to compensate, reimburse and indemnify
the Trustee pursuant to the indenture and some other obligations), when we
deposit or cause to be deposited with the Trustee, in trust, an amount
sufficient to pay and discharge the entire indebtedness on the debt securities
not previously delivered to the Trustee for cancellation, for the principal (and
premium, if any) and interest to the date of the deposit (or to the stated
maturity date or earlier redemption date for debt securities that have been
called for redemption).
DEFEASANCE OF DEBT SECURITIES
Unless otherwise provided in the prospectus supplement or term sheet for a
series of debt securities, we may cause ourself (subject to the terms of the
indenture) to be discharged from any and all obligations with respect to any
debt securities or series of debt securities (except for certain obligations to
register the transfer or exchange of such debt securities, to replace such debt
securities if stolen, lost or mutilated, to maintain paying agencies and to hold
money for payment in trust) on and after the date the conditions set forth in
the indenture are satisfied. Such conditions include the deposit with the
Trustee, in trust for such purpose, of money and/or U.S. government obligations,
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide money in an amount sufficient to pay
the principal of and any premium and interest on such debt securities on the
stated maturity date of such payments or upon redemption, as the case may be, in
accordance with the terms of the indenture and such debt securities.
Under current Federal income tax law, the defeasance contemplated in the
preceding paragraph would be treated as a taxable exchange of the relevant debt
securities in which holders of debt securities would recognize gain or loss. In
addition, thereafter, the amount, timing and character of amounts that holders
would be required to include in income might be different from that which would
be includable in the absence of such defeasance. Prospective investors are urged
to consult their own tax advisors as to the specific consequences of a
defeasance, including the applicability and effect of tax laws other than the
Federal income tax law.
9
<PAGE>
CONCERNING THE TRUSTEE
The Trustee is The Bank of New York, which maintains banking relationships
with us in the ordinary course of business and serves as Trustee under other
indentures with us and certain of our affiliates.
GOVERNING LAW
The indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
10
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the debt securities through one or more of the
following ways:
- directly to purchasers;
- to or through one or more underwriters or dealers; or
- through agents.
A prospectus supplement or term sheet with respect to a particular series of
debt securities will set forth the terms of the offering of those debt
securities, including the following:
- name or names of any underwriters, dealers or agents;
- the purchase price of such debt securities and our proceeds from the sale;
- underwriting discounts and commissions; and
- any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers.
If we use underwriters in the sale, the underwriters will acquire the debt
securities for their own account and they may resell them from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Underwriting
syndicates represented by one or more managing underwriters or one or more
independent firms acting as underwriters may offer the debt securities to the
public. In connection with the sale of debt securities, we may compensate the
underwriters in the form of underwriting discounts or commissions. The
purchasers of the debt securities for whom the underwriters may act as agent may
also pay them commissions. Underwriters may sell the debt securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Unless otherwise set forth
in the applicable prospectus supplement or term sheet, the obligations of any
underwriters to purchase the debt securities will be subject to conditions
precedent, and the underwriters will be obligated to purchase all such debt
securities if any are purchased.
If we utilize dealers in the sale of the debt securities, we will sell the
debt securities to the dealers as principals. The dealer may then resell the
debt securities to the public at varying prices to be determined by the dealer
at the time of resale. The applicable prospectus supplement or term sheet will
name any dealer, who may be deemed to be an underwriter as that term is defined
in the Securities Act, involved in the offer or sale of debt securities, and set
forth any commissions or discounts we grant to the dealer.
If we use agents in the sales of the debt securities, the agents may solicit
offers to purchase the debt securities from time to time. Any such agent, who
may be deemed to be an underwriter as that term is defined in the Securities
Act, involved in the offer or sale of the debt securities will be named, and any
commissions payable by us to such agent set forth, in the applicable prospectus
supplement or term sheet. Any agent will be acting on a reasonable effort basis
for the period of its appointment or, if indicated in the applicable prospectus
supplement or term sheet, on a firm commitment basis.
We may also sell debt securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities
Act with respect to resales. The terms of those sales would be described in the
prospectus supplement or term sheet.
If the prospectus supplement or term sheet so indicates, we will authorize
agents, underwriters or dealers to solicit offers from institutions to purchase
debt securities from us at the public offering price set forth in the prospectus
supplement or term sheet pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. The contracts will be
subject only to those
11
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conditions set forth in the prospectus supplement or term sheet, and the
prospectus supplement or term sheet will set forth the commission payable for
solicitation of the contracts.
Agents, dealers and underwriters may be entitled under agreements with us to
indemnification against some civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which the agents,
dealers or underwriters may be required to make. Agents, dealers and
underwriters may engage in transactions with, or perform services for, us or our
subsidiaries for customary compensation.
If indicated in the applicable prospectus supplement or term sheet, one or
more firms may offer and sell debt securities in connection with a remarketing
upon their purchase, in accordance with their terms, acting as principals for
their own accounts or as our agents. Any remarketing firm will be identified and
the terms of its agreement, if any, with us will be described in the applicable
prospectus supplement or term sheet. We may be obligated to indemnify the
remarketing firm against some liabilities, including liabilities under the
Securities Act, and the remarketing firm may engage in transactions with or
perform services for us or our subsidiaries for customary compensation.
Any debt securities will be a new issue of securities with no established
trading market. We cannot assure you that there will be a market for the debt
securities of any particular series, or that if a market does develop, that it
will continue to provide holders of those debt securities with liquidity for
their investment or will continue for the duration the debt securities are
outstanding.
The prospectus supplement or term sheet relating to each offering will set
forth the anticipated date of delivery of the debt securities.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of the
debt securities for us. Ropes & Gray, Boston, Massachusetts may pass upon
certain legal matters for any underwriters, agents or dealers.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of TECO Energy, Inc. for the year
ended December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the debt securities will be
borne by the registrant and are estimated as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 92,400
Rating agency fees.......................................... $150,000
Trustee's fees and expenses................................. $ 16,000
Accountant's fees and expenses.............................. $ 50,000
Legal fees and expenses..................................... $150,000
Printing costs.............................................. $ 50,000
Miscellaneous expenses...................................... $ 11,600
Total................................................... $520,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our bylaws provide that we will indemnify to the full extent permitted by
the law 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 for us or is or
was serving at our request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise. The indemnification
provided for in our bylaws is expressly not exclusive of all other rights to
which the person may be entitled as a matter of law.
Section 607.0850 of the Florida Business Corporation Act provides that a
corporation may indemnify each person who was or is a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability, expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the registrant, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided, however, no indemnification shall be made in
connection with any proceeding brought by or in the right of the registrant
where the person involved is adjudged to be liable to the corporation, except to
the extent approved by a court.
We maintain an insurance policy on behalf of our directors and officers,
covering certain liabilities that may be incurred by the directors and officers
when acting in their capacities as such.
If the debt securities are sold to or through underwriters or agents, the
agreement with such underwriters or agents will provide that such underwriters
or agents will indemnify our directors and officers against certain liabilities,
including certain liabilities under the Securities Act.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
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ITEM 17. UNDERTAKINGS
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by us pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act need not be furnished, PROVIDED, that the registrant includes
in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least
as current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Securities Act or
Rule 3-19 of Regulation S-X if such financial statements and information are
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Form F-3.
(b) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of any employee benefit plan's annual report pursuant to Section 15(d) of
II-2
<PAGE>
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the provisions referred to in Item 15 hereof, or otherwise, we have been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(d) We hereby undertake that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on September 6, 2000.
<TABLE>
<S> <C> <C>
TECO ENERGY, INC.
By: /s/ R.D. FAGAN
-----------------------------------------
R.D. Fagan
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
We, the undersigned officers and directors of TECO Energy, Inc., hereby
severally constitute and appoint Gordon L. Gillette and David E. Schwartz our
true and lawful attorneys, with full power to them in any and all capacities, to
sign any amendments to this Registration Statement on Form S-3 (including pre-
and post-effective amendments), and any related Rule 462(b) registration
statement or amendment thereto, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registrant Statement has been signed by the following persons in the capacities
indicated as of September 6, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ R. D. FAGAN Chairman of the Board, President and Chief
------------------------------------------- Executive Officer (Principal Executive
R. D. Fagan Officer)
/s/ G. L. GILLETTE
------------------------------------------- Vice President-Finance and Chief Financial
G. L. Gillette Officer (Principal Financial Officer)
/s/ S. A. MYERS
------------------------------------------- Vice President-Corporate Accounting and Tax
S. A. Myers (Principal Accounting Officer)
/s/ C. D. AUSLEY
------------------------------------------- Director
C. D. Ausley
/s/ S. L. BALDWIN
------------------------------------------- Director
S. L. Baldwin
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ H. L. CULBREATH
------------------------------------------- Director
H. L. Culbreath
/s/ J. L. FERMAN, JR.
------------------------------------------- Director
J. L. Ferman, Jr.
/s/ L. GUINOT, JR.
------------------------------------------- Director
L. Guinot, Jr.
/s/ T. L. RANKIN
------------------------------------------- Director
T. L. Rankin
/s/ W. P. SOVEY
------------------------------------------- Director
W. P. Sovey
/s/ J. T. TOUCHTON
------------------------------------------- Director
J. T. Touchton
/s/ J. A. URQUHART
------------------------------------------- Director
J. A. Urquhart
/s/ J. O. WELCH, JR.
------------------------------------------- Director
J. O. Welch, Jr.
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--------------------- -----------
<C> <S>
4.1 Indenture dated as of August 17, 1998 between TECO Energy,
Inc. and The Bank of New York, as trustee. Filed as Exhibit
4 to the registrant's Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-60819) filed with the
Commission on August 24, 1998 and incorporated herein by
reference.
5.1 Opinion of Palmer & Dodge LLP regarding the validity of the
debt securities. Filed herewith.
5.2 Opinion of Ropes & Gray. Filed herewith.
12.1 Computation of Ratio of Earnings to Fixed Charges. Filed as
Exhibit 12 to the registrant's Quarterly Report on Form 10-Q
for the period ending June 30, 2000.
23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5).
24.1 Power of Attorney (included on signature page of the initial
filing of this Registration Statement).
25.1 Statement of Eligibility of Trustee on Form T-1. (Filed as
Exhibit 25 to the registrant's Registration Statement on
Form S-3 (No. 333-60819) filed with the Commission on August
6, 1998 and incorporated herein by reference.)
</TABLE>
